**Exhibit 10.13**

** **

**UNITEDSTATES OF AMERICA**

**DEPARTMENTOF THE TREASURY**

**COMPTROLLEROF THE CURRENCY**

 
| **In the Matter of:** | ) |        |
|-----------------------|---|-------------|
| Solera National Bank  | ) | AA-WE-10-14 |
| Lakewood, Colorado    | ) |        |

 

**CONSENTORDER**

** **

The Comptroller ofthe Currency of the United States of America (“Comptroller”), through hisNational Bank Examiner, has supervisory authority over the Solera NationalBank, Lakewood, Colorado (“Bank”).

 

The Bank, by andthrough its duly elected and acting Board of Directors (“Board”), has executeda “Stipulation and Consent to the Issuance of a Consent Order,” dated March 18,2010, that is accepted by the Comptroller. By this Stipulation and Consent, which is incorporated by reference, theBank has consented to the issuance of this Consent Order (“Order”) by the Comptroller.

 

Pursuant to theauthority vested in it by the Federal Deposit Insurance Act, as amended,12 U.S.C. § 1818, the Comptroller hereby orders that:

 

Article I

 

COMPLIANCECOMMITTEE

 

(1)           Within five (5) days of this Order, the Boardshall appoint a Compliance Committee of at least five (5) members and, ofwhich no more than two (2) shall be employees of the Bank or any of itsaffiliates (as the term “affiliate” is defined in 12 U.S.C.§ 371c(b)(1)), or a family member of any such person.  Upon appointment, the names of the members ofthe Compliance Committee and, in the event of a change of the membership, thename of any new 

 

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member shall be submittedin writing to the Assistant Deputy Comptroller.

 

(2)           The Compliance Committee shall be responsible formonitoring and coordinating the Bank’s adherence to the provisions of thisOrder and shall meet at least monthly.

 

(3)           By no later than March 31, 2010, and by the endof every calendar month thereafter, the Compliance Committee shall submit awritten progress report to the Board setting forth in detail:

 

(a)                                  a description of the action needed toachieve full compliance with each Article of this Order;

 

(b)           actions taken to comply with each Article of thisOrder; and

 

(c)           the results and status of those actions.

 

(4)           The Board shall provide a summary report of theprogress reached in attaining compliance with each Article of this Orderto the Assistant Deputy Comptroller within fifteen (15) days of the end of eachcalendar quarter.

 

(5)           All reports or plans which the Bank or Board hasagreed to submit to the Assistant Deputy Comptroller pursuant to this Ordershall be forwarded to the:

 

Assistant Deputy Comptroller

Denver Field Office

1225 17th Street, Suite 450

Denver, Colorado 80202

 

(6)           The Board shall ensure that the Bank has processes,personnel, and control 

 

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systems to ensureimplementation of and adherence to the policies, procedures and programs requiredby this Order.

 

Article II

 

BSA PROGRAM

 

(1)           To provide for compliance with the Bank Secrecy Act,as amended (31 U.S.C. §§ 5311 et seq.), the regulations promulgatedthereunder at 31 C.F.R. Part 103, as amended, and 12 C.F.R. Part 21,Subparts B and C, and the rules and regulations of the Office of ForeignAssets Control (“OFAC”) (collectively referred to as the “Bank Secrecy Act” or “BSA”),the Board shall perform, within thirty (30) days of this Order, a comprehensiveBSA risk assessment, to include at a minimum:

 

(a)                                  identification of the risks associatedwith the Bank’s products, services, customers, and geographies served; and

 

(b)                                 an evaluation of its existing internalcontrols to determine the need for enhanced controls to mitigate the risksidentified in Subparagraph (1)(a) of this Article.

 

(2)           Within sixty (60) days of this Order, the Bank shallrevise, adopt, implement and thereafter ensure Bank adherence to a writtenprogram of policies and procedures to provide for compliance with the BSA (“Risk-BasedBSA Program”) to include consideration of:

 

(a)                                  the findings of the BSA risk assessment;

 

(b)                                 the deficiencies identified in the Reportof Examination conducted as of September 30, 2009 (the “ROE”);

 

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(c)                                  the requirements of 12 C.F.R. § 21.21;and

 

(d)                                 the requirements of this Order relatingto Compliance Staff, Training, Internal Controls and Audit.

 

Article III

 

BSA COMPLIANCESTAFF

 

(1)           Within thirty (30) days of this Order, the Board shalldetermine whether any changes are needed regarding the Bank’s BSA Officer,including the responsibilities, authority, structure, independence or skills ofthe Bank Secrecy Act Officer.  Inparticular, the Board shall ensure that the BSA Officer has sufficient training,authority, and skill to perform the assigned responsibilities.

 

Article IV

 

BSA TRAINING

 

(1)           The Risk-Based BSA Program shall include acomprehensive training program for all appropriate operational and supervisorypersonnel to ensure their awareness of their specific assigned responsibilitiesfor compliance with the requirements of the Bank Secrecy Act.  The program must include advanced trainingfor supervisory personnel as appropriate for their respective BSAresponsibilities.

 

Article V

 

BSA INTERNALCONTROLS

 

(1)           The Risk-Based BSA Program shall include policies andprocedures for the appropriate identification and monitoring of transactionsthat pose greater than normal risk for 

 

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compliance with the BSA,to include at a minimum:

 

(a)                                  the creation of a list of customers oraccounts exhibiting high risk characteristics for money laundering, terroristfinancing, or other illicit activity;

 

(b)                                 enhanced policies and procedures forrecording, maintaining, and recalling information about transactions that posegreater than normal risk for compliance with the BSA;

 

(c)                                  adequate controls and procedures toidentify and report suspicious and large currency transactions;

 

(d)                                 well-defined policies and procedures forinvestigating and resolving transactions that have been identified as unusualor suspicious;

 

(e)                                  procedures to maintain records onmonetary instrument transactions and funds transfers, as required by the BSA;and

 

(f)                                    policies and procedures to ensure thatnew locations, products and services are included, monitored and assessedwithin the Bank’s program for compliance with the BSA.

 

(2)           The Risk-Based BSA Program shall include policies andprocedures to provide for the Bank’s monitoring of suspicious cash, monetaryinstruments, wire transfers, and other activities for all types oftransactions, accounts, customers, products, services, and geographic areas, toinclude at a minimum:

 

(a)           periodic reviews of cash purchases of monetaryinstruments;

 

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(b)                                 periodic analysis of aggregate cash,monetary instrument, and wire activity;

 

(c)           periodic analysis of Currency Transaction Reportfilings;

 

(d)                                 periodic review and analysis of high risktransactions, accounts, customers, products, services, and geographic areas;and

 

(e)           submission of SARs based on these reviews andanalyses.

 

(3)           The Risk-Based BSA Program shall maintain policies andprocedures for expanded account-opening procedures for all accounts that posegreater than normal risk for compliance with the Bank Secrecy Act.

 

(4)           Within ninety (90) days of this Order, the Board shallensure that the BSA Program includes policies and procedures for themaintenance of an integrated, accurate system for all Bank areas to produceperiodic reports designed to identify unusual or suspicious activity, includingpatterns of activity, to monitor and evaluate unusual or suspicious activity,and to maintain accurate information needed to produce these reports.

 

(5)           The BSA Officer or designee shall periodically review,not less than each calendar year, all account documentation for all high-riskcustomers and accounts and the related accounts of those customers at the Bankto determine whether the account activity is consistent with the customer’sbusiness or occupation and the stated purpose of the account.

 

Article VI

 

BSA AUDIT

 

(1)           The Board shall ensure the continuance of an externalBSA audit, that is 

 

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independent, adequate inscope and frequency, and designed to ensure compliance with the BSA in allareas of the Bank.

 

(2)           A copy of the proposed engagement letter for theexternal BSA audit shall be submitted to the Assistant Deputy Comptroller.  Upon receipt of no supervisory objection tothe proposed engagement letter, the Board shall, within thirty (30) days,proceed with the proposed external BSA audit.

 

(3)           All audit reports shall be in writing and supported byadequate workpapers, which must be provided to the Bank.  The Board shall ensure that immediate actionsare undertaken to remedy any deficiencies cited in audit reports, and that theBoard maintain a written record describing those actions.

 

Article VII

 

CREDIT RISK MANAGEMENT

 

(1)           Within forty-five (45) days of this Order, the Boardshall prepare and submit to the Assistant Deputy Comptroller for a priorwritten determination of no supervisory objection, a program (includingpolicies and procedures) designed to ensure the Bank manages and controls therisk in the loan portfolio.  The writtenprogram shall include, at a minimum:

 

(a)                                  the establishment of commercial realestate lending (“CRE”) concentration limits stratified by type, locality andother meaningful measures supported by written analysis;

 

(b)                                 the establishment of a concentrationlimit for the Business Manager Accounts Receivable line of business and anestablished limit for 

 

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aggregate outstanding individualcustomer invoices;

 

(c)                                  procedures to ensure that anyparticipations purchased are consistent with safe and sound banking practices,the guidelines set forth in Banking Circular 181 (Revised), dated August 2,1984, and the requirements of 12 C.F.R. Part 34;

 

(d)                                 a workout policy that outlines reasonableloan terms and amortization periods;

 

(e)                                  policies and procedures to ensure thatCriticized Asset Action Plans include the following information:

 

(i)                                     the purpose and terms of the originalnote and any modification of terms;

 

(ii)                                  an identification of the expected sourcesof repayment and an analysis of their adequacy;

 

(iii)                               the appraised value of supportingcollateral and the position of the Bank’s lien on such collateral whereapplicable as well as other necessary documentation to support the collateralvaluation; and

 

(iv)                              the proposed action to eliminate thebasis of criticism and the time frame for its accomplishment, including therationale supporting any workout arrangement or concession.

 

(2)           Upon receiving a written determination of nosupervisory objection from the Assistant Deputy Comptroller, the Board shallimmediately implement and thereafter ensure

 

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adherence to the program,policies and procedures required by this Article.

 

Article VIII

 

CLOSING

 

(1)           Although the Bank is required to submit certainproposed actions and programs for the review or prior written determination ofno supervisory objection of the Assistant Deputy Comptroller, the Board has theultimate responsibility for proper and sound management of the Bank and thecompleteness and accuracy of the Bank’s books and records.

 

(2)           If, at any time, the Comptroller deems it appropriatein fulfilling the responsibilities placed upon him by the several laws of the UnitedStates to undertake any action affecting the Bank, nothing in this Order shallin any way inhibit, estop, bar or otherwise prevent the Comptroller from sodoing.

 

(3)           The provisions of this Order shall remain effectiveand enforceable, except to the extent that, and until such time as, anyprovisions of this Order shall have been amended, suspended, waived, orterminated in writing by the Comptroller.

 

(4)           In each instance in this Order in which the Bank orthe Board is required to ensure implementation of or adherence to, or toundertake to perform, an obligation of the Bank, the Board shall:

 

(a)           authorize and adopt such actions on behalf of the Bankas may be necessary or appropriate for the Bank to perform its obligations underthis Order;

 

(b)           require the timely reporting by Bank management ofsuch actions

 

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directed by the Board tobe taken under the terms of this Order;

 

(c)                                  follow up on any non-compliance with suchactions in a timely and appropriate manner; and

 

(d)                                 require corrective action be taken in atimely manner for any non-compliance with such actions.

 

(5)           This Order isintended to be, and shall be construed to be, a final order issued pursuant to12 U.S.C. § 1818(b), and expressly does not form, and may not be construed toform, a contract binding the Comptroller or the United States.

 

(6)           The terms of this Order, including this Paragraph, arenot subject to amendment or modification by any extraneous expression, prioragreements or prior arrangements between the parties, whether oral or written.

 

**INTESTIMONY WHEREOF**,the undersigned has hereunto set her hand.

 
| /s/ Karen M. Boehler          |   | March 18, 2010 |
|-------------------------------|--------|----------------|
| Karen M. Boehler              |   | Date           |
| Assistant Deputy  Comptroller |   |           |
| Denver Field Office           |   |           |

 

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** **

**UNITEDSTATES OF AMERICA**

**DEPARTMENTOF THE TREASURY**

**COMPTROLLEROF THE CURRENCY**

 
| **In the Matter of:** | ) |        |
|-----------------------|---|-------------|
| Solera National Bank  | ) | AA-WE-10-14 |
| Lakewood, Colorado    | ) |        |

 

**STIPULATIONAND CONSENT TO THE**

**ISSUANCEOF A CONSENT ORDER**

** **

The Comptroller ofthe Currency of the United States of America (“Comptroller”) intends toinitiate cease and desist proceedings against the Solera National Bank,Lakewood, Colorado (“Bank”), pursuant to 12 U.S.C. § 1818(b) throughthe issuance of a Notice of Charges for an Order to Cease and Desist for aviolation of 12 C.F.R. § 21.21.

 

The Bank, in theinterest of compliance and cooperation, consents to the issuance of a ConsentOrder, dated March 18, 2010 (the “Order”);

 

In considerationof the above premises, the Comptroller, through his authorized representative,and the Bank, through its duly elected and acting Board of Directors, herebystipulate and agree to the following:

 

Article I

 

Jurisdiction

 

(1)           The Bank is a national banking association charteredand examined by the Comptroller pursuant to the National Bank Act of 1864, asamended, 12 U.S.C. § 1 et seq.

 

(2)           The Comptroller is “the appropriate Federal bankingagency” regarding the Bank pursuant to 12 U.S.C. §§ 1813(q) and1818(b).

 

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(3)           The Bank is an “insured depository institution” withinthe meaning of 12 U.S.C. § 1818(b)(1).

 

Article II

 

Agreement

 

(1)           The Bank, without admitting or denying any wrongdoing,hereby consents and agrees to the issuance of the Order by the Comptroller.

 

(2)           The Bank further agrees that said Order shall bedeemed an “order issued with the consent of the depository institution” asdefined in 12 U.S.C. § 1818(h)(2), and consents and agrees that saidOrder shall become effective upon its issuance and shall be fully enforceableby the Comptroller under the provisions of 12 U.S.C. § 1818(i).  Notwithstanding the absence of mutuality ofobligation, or of consideration, or of a contract, the Comptroller may enforceany of the commitments or obligations herein undertaken by the Bank under hissupervisory powers, including 12 U.S.C. § 1818(i), and not as a matter ofcontract law.  The Bank expresslyacknowledges that neither the Bank nor the Comptroller has any intention toenter into a contract.

 

(3)           The Bank also expressly acknowledges that no officeror employee of the Comptroller has statutory or other authority to bind theUnited States, the U.S. Treasury Department, the Comptroller, or any otherfederal bank regulatory agency or entity, or any officer or employee of any ofthose entities to a contract affecting the Comptroller’s exercise of hissupervisory responsibilities.

 

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Article III

 

Waivers

 

(1)           The Bank, by signing this Stipulation and Consent,hereby waives:

 

(a)           the issuance of a Notice of Charges pursuant to12 U.S.C. § 1818(b);

 

(b)                                 any and all procedural rights availablein connection with the issuance of this Order;

 

(c)                                  all rights to a hearing and a finalagency decision with regard to the issuance of this Order pursuant to 12 U.S.C.§ 1818(i), 12 C.F.R. Part 19;

 

(d)                                 all rights to seek any type ofadministrative or judicial review with regard to the issuance of this Order;and

 

(e)           any and all rights to challenge or contest the validityof the Order.

 

Article IV

 

Other Action

 

(1)           The Bank agrees that the provisions of thisStipulation and Consent shall not inhibit, estop, bar, or otherwise prevent theComptroller from taking any other action affecting the Bank if, at any time, itdeems it appropriate to do so to fulfill the responsibilities placed upon himby the several laws of the United States of America.

 

**INTESTIMONY WHEREOF**,the undersigned, authorized by the Comptroller, has hereunto set her hand onbehalf of the Comptroller.

 

 
| /s/ Karen M. Boehler          |   | March 18, 2010 |
|-------------------------------|--------|----------------|
| Karen M. Boehler              |   | Date           |
| Assistant Deputy  Comptroller |   |           |
| Denver Field Office           |   |           |

 

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**INTESTIMONY WHEREOF**,the undersigned, as the duly elected and acting Board of Directors of the Bank,have hereunto set their hands on behalf of the Bank.

 

 
| /s/ Norma Akers         |   | March 18, 2010 |
|-------------------------|--------|----------------|
| Norma Akers             |   | Date           |
|                    |   |           |
| /s/ Rob Alvardo         |   | March 18, 2010 |
| Rob  Alvardo            |   | Date           |
|                    |   |           |
| /s/  Maria Arias        |   | March 18, 2010 |
| Maria  Arias            |   | Date           |
|                    |   |           |
| /s/  Douglas Crichfield |   | March 18, 2010 |
| Douglas  Crichfield     |   | Date           |
|                    |   |           |
| /s/  Robert Gallegos    |   | March 18, 2010 |
| Robert  Gallegos        |   | Date           |
|                    |   |           |
| /s/  Ronald Montoya     |   | March 18, 2010 |
| Ronald  Montoya         |   | Date           |
|                    |   |           |
| /s/  Ray Nash           |   | March 18, 2010 |
| Ray  Nash               |   | Date           |
|                    |   |           |
| /s/  Basil Sabbah       |   | March 18, 2010 |
| Basil  Sabbah           |   | Date           |
|                    |   |           |
| /s/  Stan Sena          |   | March 18, 2010 |
| Stan  Sena              |   | Date           |
|                    |   |           |
| /s/  Larry Trujillo     |   | March 18, 2010 |
| Larry  Trujillo         |   | Date           |
|                    |   |           |
| /s/  K.C. Veio          |   | March 18, 2010 |
| K.C. Veio               |   | Date           |

 

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