Common use of CRITICIZED ASSETS Clause in Contracts

CRITICIZED ASSETS. (1) The Bank shall take immediate and continuing action to protect its interest in those assets criticized in the ▇▇▇, in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within thirty (30) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of assets criticized in the ▇▇▇, in any subsequent Report of Examination, by any internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination as “doubtful,” “substandard,” or “special mention” that equals or exceeds seven hundred and fifty thousand dollars ($750,000). This program shall be documented using the format of the Bank’s Quarterly Asset Report form, and include, at a minimum: (a) an identification of the expected sources of repayment; (b) the current value of supporting collateral and the position of the Bank’s lien on such collateral where applicable; (c) an analysis of current and satisfactory credit information, including cash flow analysis where loans are to be repaid from operations and a robust, global guarantor analysis where repayment is guarantor dependent; and (d) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (3) A copy of this written program shall be maintained in the file of the affected borrower. (4) The Board shall ensure that the Bank has processes, personnel, training, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board, or a designated committee of the Board, shall conduct a review, on at least a monthly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds three million dollars ($3,000,000); (b) management’s adherence to the workout plan adopted pursuant to this Article; (c) the status and effectiveness of the workout plan; and (d) the need to revise the workout plan or take alternative action. (6) A copy of each review shall be forwarded to the Assistant Deputy Comptroller on a quarterly basis along with all Quarterly Asset Reports developed for paragraph (2).

CRITICIZED ASSETS. (1) The Bank shall take immediate and continuing action to protect its interest in those assets criticized criticized¹ in the Report of Examination dated May 7, 2012 (“▇▇▇”), in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners OCC during any examination. (2) Within thirty ninety (3090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program individual workout plans designed to protect the Bank’s interest in or eliminate the basis of criticism of assets criticized in the ▇▇▇▇ or internally identified by the Bank as criticized as of the effective date of this Formal Agreement. On an ongoing basis, when any asset is criticized in any a subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by the National Bank Examiners OCC during any examination as “doubtful,” “substandard,” or “special mention” that equals or exceeds seven hundred and fifty thousand dollars ($750,000). This program examination, the Board shall be documented using the format of the Bank’s Quarterly Asset Report formadopt, implement, and thereafter ensure Bank adherence to individual workout plans for the criticized asset within ninety (90) days. Each workout plan shall include, at a minimum: (a) an identification of the expected sources of repayment; (b) an analysis of the borrower’s ability to repay the loan based on current and satisfactory credit information, including an appropriate analysis of the guarantors’ current financial position where repayment is dependent in whole or in part on the support of a guarantor; (c) the current value of supporting collateral and the position of the Bank’s lien on such collateral where applicable; (c) an analysis ; and ¹ The term “criticized” as used in this Article refers to assets rated the equivalent of current and satisfactory credit information, including cash flow analysis where loans are to be repaid from operations and a robust, global guarantor analysis where repayment is guarantor dependent; and“doubtful,” “substandard,” or “special mention” as defined in the “Rating Credit Risk” booklet of the Comptroller's Handbook. (d) action(s) the proposed action Bank plans to take to protect its interest in, or eliminate the basis of criticism of, the asset, including timeframes for implementing and evaluating the time frame for its accomplishmenteffectiveness of those actions. (3) A copy of this written program shall be maintained in the file of the affected borrower. (4) The Board shall ensure that the Bank has processes, personnel, training, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board, or a designated committee of the Boardcommittee, shall conduct a review, on at least a monthly quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds three million five hundred thousand dollars ($3,000,000500,000); (b) management’s adherence to the workout plan plans adopted pursuant to this Article; (c) the status and effectiveness of the workout planplans; and (d) the need to revise the workout plan plans or take alternative action. (4) A copy of each review conducted pursuant to Paragraph (3) of this Article shall be retained at the bank and be available for OCC inspection upon request. (5) Effective immediately, the Bank may extend credit, directly or indirectly, including renewals and extensions, to a borrower whose loans or other extensions of credit are criticized in the ▇▇▇, in any subsequent Report of Examination, in any internal or external loan review, or in any list provided to management by the OCC during any examination, and whose aggregate loans or other extensions of credit from the Bank exceed five hundred thousand dollars ($500,000), only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and prior to renewing or extending any additional credit, a majority of the full Board (or designated committee) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank; and (b) a comparison to the plans adopted pursuant to this Article shows that the Board’s formal plan to collect or strengthen the criticized asset will not be compromised. (6) A copy of each review the approval of the Board or of the designated committee, obtained pursuant to Paragraph (5) of this Article, shall be forwarded to maintained in the Assistant Deputy Comptroller on a quarterly basis along with all Quarterly Asset Reports developed for paragraph (2)file of the affected borrower.

CRITICIZED ASSETS. (1) The Bank shall take immediate and continuing action to protect its interest in those assets criticized in the Report of Examination dated ▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇▇▇), in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within thirty (30) 30 days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program workout plan designed to eliminate the basis of criticism of assets each asset equal to or exceeding two hundred and fifty thousand dollars ($250,000) criticized in the ▇▇▇, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination as “"doubtful,” “" "substandard,” " or “"special mention” that equals or exceeds seven hundred and fifty thousand dollars ($750,000). This program ." Each workout plan shall be documented using the format of the Bank’s Quarterly Asset Report form, and include, at a minimum: (a) an identification of the expected sources of repayment; (b) the current value of supporting collateral and the position of the Bank’s 's lien on such collateral where applicable; (c) an analysis of current and satisfactory credit information, including cash flow analysis where loans are to be repaid from operations and a robust, global guarantor analysis where repayment is guarantor dependentoperations; and (d) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (3) A Upon adoption, a copy of this written program the workout plan for all criticized assets equal to or exceeding two hundred and fifty thousand dollars ($250,000) shall be maintained in forwarded to the file of the affected borrowerAssistant Deputy Comptroller. (4) The Board shall ensure that the Bank has processes, personnel, training, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board, or a designated committee of the Boardcommittee, shall conduct a review, on at least a monthly quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds three million two hundred and fifty thousand dollars ($3,000,000$ 250,000); (b) management’s 's adherence to the workout plan program adopted pursuant to this Article; (c) the status and effectiveness of the workout planwritten program; and (d) the need to revise the workout plan program or take alternative action. (6) A copy of each review shall be forwarded to the Assistant Deputy Comptroller on a quarterly basis along with all Quarterly Asset Reports developed for paragraph (2in a format similar to Appendix A, attached hereto). (7) The Bank may extend credit, directly or indirectly, including renewals, extensions or capitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the ▇▇▇, in any subsequent Report of Examination, in any internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination and whose aggregate loans or other extensions exceed two hundred and fifty thousand dollars ($ 250,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, extending or capitalizing any additional credit, a majority of the full Board (or designated committee) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank; and (b) a comparison to the written program adopted pursuant to this Article shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised. (8) A copy of the approval of the Board or of the designated committee shall be maintained in the file of the affected borrower.

CRITICIZED ASSETS. (1) The Bank shall take immediate and continuing action to protect its interest in those assets criticized as “doubtful”, “substandard”, or “special mention” in the Report of Examination dated as of March 31, 2009(“▇▇▇”), in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examinationexamination (“Criticized Assets”). (2) Within thirty ninety (3090) days, the Board Bank shall adopt, implement, and thereafter ensure Bank adherence to a written program adopt individual workout plans designed to eliminate the basis of criticism of assets criticized in the ▇▇▇, in any subsequent Report of Examination, by any internal or external loan review, or in any list provided Criticized Assets. The Bank shall thereafter implement and adhere to management by the National Bank Examiners during any examination as “doubtful,” “substandard,” or “special mention” that equals or exceeds seven hundred and fifty thousand dollars ($750,000)such workout plans. This program Each workout plan shall be documented using the format of the Bank’s Quarterly Asset Report form, and include, at a minimum: (a) an identification of the expected sources of repayment; (b) the current value of supporting collateral and the position of the Bank’s lien on such collateral where applicable; (c) an analysis of current and satisfactory credit information, including a global cash flow analysis where loans are to be repaid from operations and a robust, global guarantor analysis where of the borrower’s repayment is guarantor dependentability; and (d) the proposed action actions designed to eliminate the basis of criticism of and protect the time frame bank’s interest in the asset, including timeframes for its accomplishmentimplementing and evaluating the effectiveness of those actions. (3) A Upon adoption, a copy of this written program the workout plans for all Criticized Assets equal to or exceeding two hundred and fifty thousand dollars ($250,000) shall be maintained in forwarded to the file of the affected borrowerAssistant Deputy Comptroller. (4) The Board shall ensure that the Bank has processes, personnel, training, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board, or a designated committee of the Boardcommittee, shall conduct a review, on at least a monthly quarterly basis, to determine: (a) the status of each criticized asset Criticized Asset or criticized portion thereof that equals or exceeds three million two hundred and fifty thousand dollars ($3,000,000250,000); (b) managementthe Bank’s adherence to the workout plan plans adopted pursuant to this Article; (c) the status and effectiveness of the workout planplans; and (d) the need to revise the workout plan plans or take alternative action. (65) A copy of each review shall be forwarded to the Assistant Deputy Comptroller on a quarterly basis along with all Quarterly Asset Reports developed for paragraph (2in a format similar to Appendix A, attached hereto). (6) The Bank may extend credit, directly or indirectly, including renewals or extensions, to a borrower whose loans or other extensions of credit are Criticized Assets and whose aggregate loans or other extensions exceed two hundred and fifty thousand dollars ($250,000) only if each of the following conditions is met: (a) the Board or designated committee finds, in writing, that the extension of additional credit will promote the best interests of the Bank and will not compromise the Board’s formal plan to collect or strengthen the Criticized Asset; and (b) prior to renewing or extending any additional credit, the renewal or extension is approved by a majority of the full Board (or its designated committee) if the aggregate credit exceeds $500,000, or by a majority of the management loan committee if the aggregate credit exceeds $250,000 but is less than $500,000. (7) A copy of the approval of the Board or of the designated committee shall be maintained in the file of the affected borrower.

CRITICIZED ASSETS. (1) The Bank shall take immediate and continuing action to protect its interest in those assets criticized in the ▇▇▇, in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners or Federal Thrift Regulators during any examination. (2) Within thirty sixty (3060) daysdays from the date of this Agreement, the Board shall adopt, implement, adopt and thereafter ensure Bank implementation and adherence to a written program individual workout plans designed to protect the Bank’s interest in or eliminate the basis of criticism of assets criticized in the ▇▇▇, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by the National Bank Examiners or Federal Thrift Regulators during any examination as “"doubtful,” “" "substandard,” " or “"special mention” that equals or exceeds seven hundred and fifty thousand dollars ($750,000). This program ." Each workout plan shall be documented using the format of the Bank’s Quarterly Asset Report form, and include, at a minimum: (a) an identification of the expected sources of repayment; (b) the current value of supporting collateral and the position of the Bank’s 's lien on such collateral where applicable; (c) an analysis of current and satisfactory credit information, including a global cash flow analysis where loans are to be repaid from operations and a robust, global guarantor analysis of the guarantor’s repayment ability where repayment is guarantor dependent; anddependent in whole or in part on any guarantor; (d) the proposed action actions designed to eliminate the basis of criticism of or protect the Bank’s interest in the asset, including timeframes for implementing and evaluating the time frame for its accomplishmenteffectiveness of those actions; and (e) the current risk rating and accrual status. (3) A Upon initial adoption, a copy of this written program the workout plans for all criticized assets equal to or exceeding two hundred thousand dollars ($200,000) shall be maintained in forwarded to the file of the affected borrowerAssistant Deputy Comptroller. (4) The Board shall ensure that the Bank has processes, personnel, training, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board, or a designated committee of the Boardcommittee, shall conduct a review, on at least a monthly quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds three million two hundred thousand dollars ($3,000,000200,000); (b) management’s 's adherence to the workout plan plans adopted pursuant to this Article; (c) the status and effectiveness of the workout planplans; and (d) the need to revise the workout plan plans or take alternative action. (5) The Bank may extend credit, directly or indirectly, including renewals or extensions, to a borrower whose loans or other extensions of credit are criticized in the ▇▇▇, in any subsequent Report of Examination, in any internal or external loan review, or in any list provided to management by the National Bank Examiners or Federal Thrift Regulators during any examination and whose aggregate loans or other extensions exceed five hundred thousand dollars ($500,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, extending or capitalizing any additional credit, a majority of the full Board (or designated committee) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank; and (b) a comparison to the workout plan adopted pursuant to this Article shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised. (6) A copy of each review the approval of the Board or of the designated committee shall be forwarded to maintained in the Assistant Deputy Comptroller on a quarterly basis along with all Quarterly Asset Reports developed for paragraph (2)file of the affected borrower.

CRITICIZED ASSETS. (1) The Bank shall take immediate and continuing action to protect its interest in those assets criticized in the ▇▇▇, in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within thirty (30) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of assets criticized in the ▇▇▇, in any subsequent Report of Examination, by any internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination as “"doubtful,” “" "substandard,” " or “"special mention” that equals or exceeds seven hundred and fifty thousand dollars ($750,000). This program shall be documented using the format of the Bank’s Quarterly Asset Report form, and include, at a minimum: (a) an identification of the expected sources of repayment; (b) the current value of supporting collateral and the position of the Bank’s 's lien on such collateral where applicable; (c) an analysis of current and satisfactory credit information, including cash flow analysis where loans are to be repaid from operations and a robust, global guarantor analysis where repayment is guarantor dependent; and (d) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (3) A copy of this written program shall be maintained in the file of the affected borrower. (4) The Board shall ensure that the Bank has processes, personnel, training, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board, or a designated committee of the Board, shall conduct a review, on at least a monthly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds three million dollars ($3,000,000); (b) management’s 's adherence to the workout plan adopted pursuant to this Article; (c) the status and effectiveness of the workout plan; and (d) the need to revise the workout plan or take alternative action. (6) A copy of each review shall be forwarded to the Assistant Deputy Comptroller on a quarterly basis along with all Quarterly Asset Reports developed for paragraph (2).

CRITICIZED ASSETS. (1) The Bank shall take immediate and continuing action to protect its interest in those assets criticized criticized1 in the Report of Examination dated May 7, 2012 (“▇▇▇”), in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners OCC during any examination. (2) Within thirty ninety (3090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program individual workout plans designed to protect the Bank’s interest in or eliminate the basis of criticism of assets criticized in the ▇▇▇▇ or internally identified by the Bank as criticized as of the effective date of this Formal Agreement. On an ongoing basis, when any asset is criticized in any a subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by the National Bank Examiners OCC during any examination as “doubtful,” “substandard,” or “special mention” that equals or exceeds seven hundred and fifty thousand dollars ($750,000). This program examination, the Board shall be documented using the format of the Bank’s Quarterly Asset Report formadopt, implement, and thereafter ensure Bank adherence to individual workout plans for the criticized asset within ninety (90) days. Each workout plan shall include, at a minimum: (a) an identification of the expected sources of repayment; (b) an analysis of the borrower’s ability to repay the loan based on current and satisfactory credit information, including an appropriate analysis of the guarantors’ current financial position where repayment is dependent in whole or in part on the support of a guarantor; (c) the current value of supporting collateral and the position of the Bank’s lien on such collateral where applicable; (c) an analysis of current and satisfactory credit information, including cash flow analysis where loans are to be repaid from operations and a robust, global guarantor analysis where repayment is guarantor dependent; and 1 The term “criticized” as used in this Article refers to assets rated the equivalent of “doubtful,” “substandard,” or “special mention” as defined in the “Rating Credit Risk” booklet of the Comptroller’s Handbook. (d) action(s) the proposed action Bank plans to take to protect its interest in, or eliminate the basis of criticism of, the asset, including timeframes for implementing and evaluating the time frame for its accomplishmenteffectiveness of those actions. (3) A copy of this written program shall be maintained in the file of the affected borrower. (4) The Board shall ensure that the Bank has processes, personnel, training, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board, or a designated committee of the Boardcommittee, shall conduct a review, on at least a monthly quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds three million five hundred thousand dollars ($3,000,000500,000); (b) management’s adherence to the workout plan plans adopted pursuant to this Article; (c) the status and effectiveness of the workout planplans; and (d) the need to revise the workout plan plans or take alternative action. (4) A copy of each review conducted pursuant to Paragraph (3) of this Article shall be retained at the bank and be available for OCC inspection upon request. (5) Effective immediately, the Bank may extend credit, directly or indirectly, including renewals and extensions, to a borrower whose loans or other extensions of credit are criticized in the ▇▇▇, in any subsequent Report of Examination, in any internal or external loan review, or in any list provided to management by the OCC during any examination, and whose aggregate loans or other extensions of credit from the Bank exceed five hundred thousand dollars ($500,000), only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and prior to renewing or extending any additional credit, a majority of the full Board (or designated committee) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank; and (b) a comparison to the plans adopted pursuant to this Article shows that the Board’s formal plan to collect or strengthen the criticized asset will not be compromised. (6) A copy of each review the approval of the Board or of the designated committee, obtained pursuant to Paragraph (5) of this Article, shall be forwarded to maintained in the Assistant Deputy Comptroller on a quarterly basis along with all Quarterly Asset Reports developed for paragraph (2)file of the affected borrower.

CRITICIZED ASSETS. (1) The Bank shall take immediate and continuing action to protect its interest in those assets criticized criticized1 in the ▇▇▇, in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within thirty (30) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a individual written program workout plans designed to eliminate the basis of criticism of assets criticized in the ▇▇▇, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination as “doubtful,” “substandard,” or “special mention” that equals or exceeds seven hundred and fifty thousand dollars ($750,000)examination. This program Each workout plan shall be documented using the format of the Bank’s Quarterly Asset Report form, and include, at a minimum: (a) an identification of the expected sources of repayment; (b) the current value of supporting collateral and the position of the Bank’s 's lien on such collateral where applicable; (c) an analysis of current and satisfactory credit information, including cash flow analysis where loans are to be repaid from operations operations; (d) where the quality of a loan is supported by the existence of a guarantee, an analysis of the guarantor’s financial condition, including analysis of contingent liabilities, and a robust, global guarantor analysis where verification of liquid assets if repayment is guarantor dependentdependent on support from the guarantor; and (de) the proposed action to eliminate the basis of criticism and the time frame for its accomplishmentwithin which the actions will be taken. (3) A copy of all workout plans adopted pursuant to this written program Article shall be maintained in the file of the affected borrower. Upon adoption, a copy of the workout plan for all criticized assets equal to or exceeding one hundred thousand dollars ($100,000) shall be forwarded to the Assistant Deputy Comptroller (in a format similar to Appendix A, attached hereto). (4) The Board shall ensure that the Bank has processes, personnel, training, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board, or a designated committee of the Boardcommittee, shall conduct a review, on at least a monthly quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds three million one hundred thousand dollars ($3,000,000100,000); (b) management’s 's adherence to the workout plan plans adopted pursuant to this Article; (c) the status and effectiveness of the workout planplans; and 1 The term “criticized” as used in this Article is meant to refer to assets rated the equivalent of “doubtful,” “substandard,” or “special mention” as defined in the “Rating Credit Risk” booklet of the Comptroller’s Handbook. (d) the need to revise the workout plan plans or take alternative action. (65) A copy of each review conducted pursuant to Paragraph (4) of this Article shall be forwarded to the Assistant Deputy Comptroller on a quarterly basis along with all Quarterly Asset Reports developed for paragraph (2in a format similar to Appendix A, attached hereto). (6) Effective immediately, the Bank may extend credit, directly or indirectly, including renewals, extensions or capitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the ▇▇▇, in any subsequent Report of Examination, in any internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination and whose aggregate loans or other extensions exceed one hundred thousand dollars ($100,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, extending or capitalizing any additional credit, a majority of the full Board (or designated committee) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank (b) all Generally Accepted Accounting Principles regarding payments received or expenses incurred are followed; and (c) a comparison to the written plans adopted pursuant to this Article shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised. (7) A copy of the approval of the Board or of the designated committee shall be maintained in the file of the affected borrower.

CRITICIZED ASSETS. (1) The Bank shall take immediate and continuing action to protect its interest in those assets criticized in the any Report of Examination (“▇▇▇, in any subsequent Report of Examination”), by internal or external loan review, or in any list provided to management by the National Bank Examiners OCC during any examination. The term “criticized” as used in this Article refers to assets rated the equivalent of “doubtful,” “substandard,” or “special mention” as defined in the “Rating Credit Risk” booklet of the Comptroller’s Handbook. (2) Within thirty For commercial assets, within one-hundred and twenty (30120) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program policies and procedures that require workout plans designed to eliminate the basis of criticism of assets criticized in the any ▇▇▇, in any subsequent Report of Examination, by any internal or external loan review, or in any list provided to management by the National Bank Examiners OCC during any examination as “doubtful,” “substandard,” and whose aggregate loans or “special mention” that equals or exceeds seven other extensions exceed one hundred and fifty thousand dollars ($750,000100,000). This program The problem loan workout plans shall be documented using consistent with the format of the Bank’s Quarterly Asset Report formguidance set forth in OCC Bulletin 2009-32: Policy Statement on Prudent Commercial Real Estate Workouts, shall cover an entire credit relationship, and shall include, at a minimum: (a) an identification of the expected primary and secondary sources of repaymentrepayment and an analysis of their adequacy; (b) detailed collateral information, including, as applicable, the current value of supporting collateral collateral, the condition of the collateral, and the position of the Bank’s lien on such collateral where applicablecollateral; (c) an analysis of current and satisfactory credit information, including cash flow analysis where loans are to be repaid from operations and a robust, global guarantor operations; (d) results of any impairment analysis where repayment is guarantor dependentrequired ASC 310-10; and (de) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment, including, if appropriate, an exit strategy. (3) The Board, or a designated committee thereof, shall conduct a documented review of workout plans for criticized commercial assets whose lending relationship totals one hundred thousand ($100,000) or more, on at least a quarterly basis, to determine: (a) management’s adherence to the individual problem loan workout plans adopted pursuant to this Article; (b) the status and effectiveness of the individual problem loan workout plans; (c) the need to revise the individual problem loan workout plan, or take alternative action; and (d) the effectiveness of the aggregate program on reducing criticized asset levels, and whether adjustments are necessary to ensure such reduction. (4) A copy of each review conducted pursuant to Paragraph (3) of this Article shall be available for OCC inspection upon request. (5) Effective as of the date of this Agreement, the Bank may extend credit, directly or indirectly, including renewals, extensions, overdraft extensions of credit, or capitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in any ▇▇▇, in any internal or external loan review, or in any list provided to management by the OCC during any examination and whose aggregate loans or other extensions exceed one hundred thousand ($100,000) only if each of the following conditions is met: (a) the Board, or a designated committee thereof, finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, extending or capitalizing any additional credit, a majority of the full Board (or designated committee) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank; and (b) a comparison to the written program problem loan workout plan adopted pursuant to this Article shows that the Board’s formal plan to collect or strengthen the criticized asset will not be compromised. (6) A copy of the approval of the Board, or the designated committee thereof, required in item (5) shall be maintained in the file of the affected borrower. (47) The Upon adoption, the Board shall ensure that the Bank has processes, personnel, training, submit a copy of its policies and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board, or a designated committee of the Board, shall conduct a review, on at least a monthly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds three million dollars ($3,000,000); (b) management’s adherence to the workout plan procedures adopted pursuant to this Article; (c) the status and effectiveness of the workout plan; and (d) the need to revise the workout plan or take alternative action. (6) A copy of each review shall be forwarded Article to the Assistant Deputy Comptroller on a quarterly basis along with all Quarterly Asset Reports developed for paragraph (2)review.

CRITICIZED ASSETS. (1) The Bank shall take immediate and continuing action to protect its interest in those assets criticized in the Report of Examination dated December 31, 2008 (“▇▇▇”), in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within thirty sixty (3060) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program individual workout plans designed to eliminate the basis of criticism of assets criticized in the ▇▇▇, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination as “"doubtful,” “" "substandard,” " or “"special mention” that equals or exceeds seven hundred and fifty thousand dollars ($750,000). This program ." Each workout plan shall be documented using the format of the Bank’s Quarterly Asset Report form, and include, at a minimum: (a) an identification of the expected sources of repayment; (b) the current value of supporting collateral and the position of the Bank’s 's lien on such collateral where applicable; (c) an analysis of current and satisfactory credit information, including a global cash flow analysis where loans are to be repaid from operations and a robust, global guarantor analysis where of the borrower’s repayment is guarantor dependentability; and (d) the proposed action primary and secondary actions to eliminate the basis of criticism and the time frame for its accomplishment. (3) A Upon adoption, a copy of this written program the workout plans for all criticized assets equal to or exceeding two hundred and fifty thousand dollars ($250,000) shall be maintained in forwarded to the file of the affected borrowerAssistant Deputy Comptroller. (4) The Board shall ensure that the Bank has processes, personnel, training, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board, or a designated committee of the Boardcommittee, shall conduct a review, on at least a monthly quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds three million two hundred and fifty thousand dollars ($3,000,000250,000); (b) management’s 's adherence to the workout plan plans adopted pursuant to this Article; (c) the status and effectiveness of the workout planplans; and (d) the need to revise the workout plan plans or take alternative action. (65) A copy of each review shall be forwarded to the Assistant Deputy Comptroller on a quarterly basis along with all Quarterly Asset Reports developed for paragraph (2in a format similar to Appendix A, attached hereto). (6) The Bank may extend credit, directly or indirectly, including renewals, extensions or capitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the ▇▇▇, in any subsequent Report of Examination, in any internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination and whose aggregate loans or other extensions exceed two hundred and fifty thousand dollars ($250,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, extending or capitalizing any additional credit, a majority of the full Board (or designated committee) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank; and (b) a comparison to the plans adopted pursuant to this Article shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised. (7) A copy of the approval of the Board or of the designated committee shall be maintained in the file of the affected borrower.

CRITICIZED ASSETS. (1) The Bank shall take immediate and continuing action to protect its interest in those assets criticized in the ▇▇▇, in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within thirty forty-five (3045) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program workout plans designed to eliminate the basis of criticism of assets criticized in the ▇▇▇, in any subsequent Report of Examination, or by any internal or external loan review, by Bank management, or in any list provided to Bank management by the National Bank Examiners during any examination as “"doubtful,” “" "substandard,” " or “"special mention” that equals or exceeds seven hundred and fifty thousand dollars ($750,000). This program ." The written workout plans shall be documented using the format of the Bank’s Quarterly Asset Report form, and include, at a minimum: (a) an identification of the expected sources of repayment; (b) the current appraised value of supporting collateral and the position of the Bank’s 's lien on such collateral where applicable; (c) an analysis of current and satisfactory credit information, including cash flow analysis where loans are to be repaid from operations and a robust, global guarantor analysis where repayment is guarantor dependentoperations; and (d) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (3) A Upon adoption, a copy of this written program the workout plans for all criticized assets equal to or exceeding five hundred thousand dollars ($500,000) shall be maintained in forwarded to the file of the affected borrowerAssistant Deputy Comptroller. (4) The Board shall ensure that the Bank has processes, personnel, training, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board, or a designated committee of the Boardcommittee, shall conduct a review, on at least a monthly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds three million five hundred thousand dollars ($3,000,000500,000); (b) management’s 's adherence to the written workout plan adopted pursuant to this Article; (c) the status and effectiveness of the written workout plan; and (d) the need to revise the written workout plan or take alternative action. (65) A copy of each review shall be forwarded to the Assistant Deputy Comptroller on a quarterly basis along with all Quarterly Asset Reports developed for paragraph basis. (2)6) The Bank may extend credit, directly or indirectly, including renewals, extensions or capitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the ▇▇▇, in any subsequent Report of Examination, in any internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination and whose aggregate loans or other extensions exceed five hundred thousand dollars ($500,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, extending or capitalizing any additional credit, a majority of the full Board (or designated committee) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank; and (b) a comparison to the written program adopted pursuant to this Article shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised. (7) A copy of the approval of the Board or of the designated committee shall be maintained in the file of the affected borrower.