Common use of Certain Loans and Related Matters Clause in Contracts

Certain Loans and Related Matters. (A) Except as set forth in Section 5.19(A) of the Schedules, as of August 31, 2021, neither TCBI nor any of its Subsidiaries is a party to any written or oral: (i) loan agreement, note or borrowing arrangement, other than credit card loans and other loans the unpaid balance of which does not exceed $25,000 per loan, under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or in default of any other material provisions as of the date of this Agreement; (ii) loan agreement, note or borrowing arrangement which has been or, in the exercise of reasonable diligence by TCBI or any of its Subsidiaries, should have been classified as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” “other assets especially mentioned” or any comparable classifications by such persons; (iii) loan agreement, note or borrowing arrangement, including any loan guaranty, with any director or executive officer of TCBI or any of its Subsidiaries, or any ten percent (10%) or more shareholder of TCBI, or any Person controlling, controlled by or under common control with any of the foregoing; or (iv) loan agreement, note or borrowing arrangement in violation of any law, regulation or rule applicable to TCBI or any of its Subsidiaries including those promulgated, interpreted or enforced by any regulatory agency with supervisory jurisdiction over TCBI or any of its Subsidiaries and which violation is reasonably likely to result in a Material Adverse Change on TCBI or Texas Citizens Bank. (B) Section 5.19(B) of the Schedules contains the “watch list” of loans of Texas Citizens Bank as of December 31, 2020, March 31, 2021, and August 31, 2021. To the Knowledge of TCBI, there is no other Loan, loan agreement, note or borrowing arrangement which should be included on the watch list based on TCBI’s or Texas Citizens Bank’s ordinary course of business and safe and sound banking principles. (C) Section 5.19(C) of the Schedules identifies each asset of TCBI or any of its Subsidiaries that as of August 31, 2021 was classified as OREO and the book value thereof as of August 31, 2021 as well as any assets classified as OREO between December 31, 2020 and August 31, 2021 and any sales of OREO between December 31, 2020 and August 31, 2021, reflecting any gain or loss with respect to any OREO sold. (D) Neither TCBI nor any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates TCBI or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of TCBI or any of its Subsidiaries, unless there is a material breach of a representation or covenant by TCBI or any of its Subsidiaries, and none of the agreements pursuant to which TCBI or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (E) Section 5.19(E) of the Schedules sets forth a list of each Loan, exclusion, accommodation or forgiveness to which TCBI or Texas Citizens Bank has agreed (or requested) pursuant to any COVID-19 Measure that is outstanding as of August 31, 2021, including any deferments, Paycheck Protection Program Loan or other United States Small Business Administration Loan, any Paycheck Protection Program Liquidity Facility Loan, and any Main Street Lending Program Loan.

Certain Loans and Related Matters. (A) A. Except as set forth in Section 5.19(A) 5.19A of the Schedules, as of August 31April 30, 20212018, neither TCBI RSBI nor any of its Subsidiaries is a party to any written or oral: (i) loan agreement, note or borrowing arrangement, other than credit card loans and other loans the unpaid balance of which does not exceed $25,000 10,000 per loan, under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or in default of any other material provisions as of the date of this Agreement; (ii) loan agreement, note or borrowing arrangement which has been or, in the exercise of reasonable diligence by TCBI RSBI or any of its Subsidiaries, should have been classified as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” “other assets especially mentioned” or any comparable classifications by such persons; (iii) loan agreement, note or borrowing arrangement, including any loan guaranty, with any director or executive officer of TCBI RSBI or any of its Subsidiaries, or any ten percent (10%) % or more shareholder of TCBIRSBI, or any Person controlling, controlled by or under common control with any of the foregoing; or (iv) loan agreement, note or borrowing arrangement in violation of any law, regulation or rule applicable to TCBI RSBI or any of its Subsidiaries including those promulgated, interpreted or enforced by any regulatory agency with supervisory jurisdiction over TCBI RSBI or any of its Subsidiaries and which violation is reasonably likely to result in a Material Adverse Change on TCBI RSBI or Texas Citizens Richland State Bank. (B) B. Section 5.19(B) 5.19B of the Schedules contains the “watch list” of loans of Texas Citizens Richland State Bank as of September 30, 2017, December 31, 20202017, March 31, 20212018, and August 31April 30, 20212018. To the Knowledge of TCBIRSBI, there is no other Loan, loan agreement, note or borrowing arrangement which should be included on the watch list based on TCBIRSBI’s or Texas Citizens Richland State Bank’s ordinary course of business and safe and sound banking principles. (C) Section 5.19(C) of the Schedules identifies each asset of TCBI or any of its Subsidiaries that as of August 31, 2021 was classified as OREO and the book value thereof as of August 31, 2021 as well as any assets classified as OREO between December 31, 2020 and August 31, 2021 and any sales of OREO between December 31, 2020 and August 31, 2021, reflecting any gain or loss with respect to any OREO sold. (D) Neither TCBI nor any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates TCBI or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of TCBI or any of its Subsidiaries, unless there is a material breach of a representation or covenant by TCBI or any of its Subsidiaries, and none of the agreements pursuant to which TCBI or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (E) Section 5.19(E) of the Schedules sets forth a list of each Loan, exclusion, accommodation or forgiveness to which TCBI or Texas Citizens Bank has agreed (or requested) pursuant to any COVID-19 Measure that is outstanding as of August 31, 2021, including any deferments, Paycheck Protection Program Loan or other United States Small Business Administration Loan, any Paycheck Protection Program Liquidity Facility Loan, and any Main Street Lending Program Loan.

Certain Loans and Related Matters. (Aa) Except as set forth in Section 5.19(A) of the SchedulesSchedule 3.12(a), as of August March 31, 20212005, neither TCBI Gateway nor any of its Subsidiaries Gateway Bank is a party to any written or oral: (i) loan agreement, note or borrowing arrangement, other than credit card loans and other loans the unpaid balance of which does not exceed $25,000 per loan, under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or in default of any other material provisions as of the date of this Agreementhereof; (ii) loan agreement, note or borrowing arrangement which has been classified or, in the exercise of reasonable diligence by TCBI Gateway or Gateway Bank or any of its Subsidiariesregulatory agency with supervisory jurisdiction over Gateway or Gateway Bank, should have been classified as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” “other assets especially mentioned” or any comparable classifications by such persons; (iii) loan agreement, note or borrowing arrangement, including any loan guaranty, with any director or executive officer of TCBI Gateway or any of its Subsidiaries, or any ten percent (10%) % or more greater shareholder of TCBIGateway, or any Person person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing; or (iv) loan agreement, note or borrowing arrangement in violation of any law, regulation or rule applicable to TCBI Gateway or any of its Subsidiaries including including, but not limited to, those promulgated, interpreted or enforced by any regulatory agency with supervisory jurisdiction over TCBI Gateway or any of its Subsidiaries and which violation is reasonably likely to result in could have a Material Adverse Change Effect on TCBI or Texas Citizens BankGateway. (Bb) Section 5.19(BSchedule 3.12(b) of the Schedules contains the “watch listlist of loans” of loans of Texas Citizens Gateway Bank (“Watch List”) as of December 31, 2020, March 31, 20212005. Except as set forth in Schedule 3.12(b), and August 31, 2021. To to the Knowledge knowledge of TCBIGateway, there is no other Loan, loan agreement, note or borrowing arrangement which should be included on the watch list based on TCBIWatch List in accordance with Gateway’s or Texas Citizens Bank’s ordinary course of business past practices and safe and sound prudent banking principles. (C) Section 5.19(C) of the Schedules identifies each asset of TCBI or any of its Subsidiaries that as of August 31, 2021 was classified as OREO and the book value thereof as of August 31, 2021 as well as any assets classified as OREO between December 31, 2020 and August 31, 2021 and any sales of OREO between December 31, 2020 and August 31, 2021, reflecting any gain or loss with respect to any OREO sold. (D) Neither TCBI nor any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates TCBI or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of TCBI or any of its Subsidiaries, unless there is a material breach of a representation or covenant by TCBI or any of its Subsidiaries, and none of the agreements pursuant to which TCBI or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (E) Section 5.19(E) of the Schedules sets forth a list of each Loan, exclusion, accommodation or forgiveness to which TCBI or Texas Citizens Bank has agreed (or requested) pursuant to any COVID-19 Measure that is outstanding as of August 31, 2021, including any deferments, Paycheck Protection Program Loan or other United States Small Business Administration Loan, any Paycheck Protection Program Liquidity Facility Loan, and any Main Street Lending Program Loan.

Certain Loans and Related Matters. (A) A. Except as set forth in Section 5.19(A) 5.19A of the Schedules, as of August 31September 30, 20212019, neither TCBI PBI nor any of its Subsidiaries is a party to any written or oral: (i) loan agreement, note or borrowing arrangement, other than credit card loans and other loans the unpaid balance of which does not exceed $25,000 per loan, under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or in default of any other material provisions as of the date of this Agreement; (ii) loan agreement, note or borrowing arrangement which has been or, in the exercise of reasonable diligence by TCBI PBI or any of its Subsidiaries, should have been classified as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” “other assets especially mentioned” or any comparable classifications by such persons; (iii) loan agreement, note or borrowing arrangement, including any loan guaranty, with any director or executive officer of TCBI PBI or any of its Subsidiaries, or any ten percent (10%) % or more shareholder of TCBIPBI, or any Person controlling, controlled by or under common control with any of the foregoing; or (iv) loan agreement, note or borrowing arrangement in violation of any law, regulation or rule applicable to TCBI PBI or any of its Subsidiaries including those promulgated, interpreted or enforced by any regulatory agency with supervisory jurisdiction over TCBI PBI or any of its Subsidiaries and which violation is reasonably likely to result in a Material Adverse Change on TCBI PBI or Texas Citizens Pedestal Bank. (B) B. Section 5.19(B) 5.19B of the Schedules contains the “watch list” of loans of Texas Citizens Pedestal Bank as of December 31, 2020, March 31, 20212019, June 30, 2019 and August 31September 30, 20212019. To the Knowledge of TCBIPBI, there is no other Loan, loan agreement, note or borrowing arrangement which should be included on the watch list based on TCBIPBI’s or Texas Citizens Pedestal Bank’s ordinary course of business and safe and sound banking principles. (C) Section 5.19(C) of the Schedules identifies each asset of TCBI or any of its Subsidiaries that as of August 31, 2021 was classified as OREO and the book value thereof as of August 31, 2021 as well as any assets classified as OREO between December 31, 2020 and August 31, 2021 and any sales of OREO between December 31, 2020 and August 31, 2021, reflecting any gain or loss with respect to any OREO sold. (D) Neither TCBI nor any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates TCBI or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of TCBI or any of its Subsidiaries, unless there is a material breach of a representation or covenant by TCBI or any of its Subsidiaries, and none of the agreements pursuant to which TCBI or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (E) Section 5.19(E) of the Schedules sets forth a list of each Loan, exclusion, accommodation or forgiveness to which TCBI or Texas Citizens Bank has agreed (or requested) pursuant to any COVID-19 Measure that is outstanding as of August 31, 2021, including any deferments, Paycheck Protection Program Loan or other United States Small Business Administration Loan, any Paycheck Protection Program Liquidity Facility Loan, and any Main Street Lending Program Loan.

Certain Loans and Related Matters. (A) A. Except as set forth in Section 5.19(A) 5.19A of the Schedules, as of August December 31, 20212016, neither TCBI BOJ nor any of its Subsidiaries is a party to any written or oral: (i) loan agreement, note or borrowing arrangement, other than credit card loans and other loans the unpaid balance of which does not exceed $25,000 10,000 per loan, under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or in default of any other material provisions as of the date of this Agreement; (ii) loan agreement, note or borrowing arrangement which has been or, in the exercise of reasonable diligence by TCBI BOJ or any of its Subsidiaries, should have been classified as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” “other assets especially mentioned” or any comparable classifications by such persons; (iii) loan agreement, note or borrowing arrangement, including any loan guaranty, with any director or executive officer of TCBI BOJ or any of its Subsidiaries, or any ten percent (10%) % or more shareholder of TCBIBOJ, or any Person controlling, controlled by or under common control with any of the foregoing; or (iv) loan agreement, note or borrowing arrangement in violation of any law, regulation or rule applicable to TCBI BOJ or any of its Subsidiaries including those promulgated, interpreted or enforced by any regulatory agency with supervisory jurisdiction over TCBI BOJ or any of its Subsidiaries and which violation is reasonably likely to result in a Material Adverse Change on TCBI BOJ or Texas Citizens Highlands Bank. (B) B. Section 5.19(B) 5.19B of the Schedules contains the “watch list” of loans of Texas Citizens Highlands Bank as of December 31, 20202016, March 31, 20212017 and June 30, and August 31, 20212017. To the Knowledge of TCBIBOJ, there is no other Loan, loan agreement, note or borrowing arrangement which should be included on the watch list based on TCBIBOJ’s or Texas Citizens Highlands Bank’s ordinary course of business and safe and sound banking principles. (C) Section 5.19(C) of the Schedules identifies each asset of TCBI or any of its Subsidiaries that as of August 31, 2021 was classified as OREO and the book value thereof as of August 31, 2021 as well as any assets classified as OREO between December 31, 2020 and August 31, 2021 and any sales of OREO between December 31, 2020 and August 31, 2021, reflecting any gain or loss with respect to any OREO sold. (D) Neither TCBI nor any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates TCBI or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of TCBI or any of its Subsidiaries, unless there is a material breach of a representation or covenant by TCBI or any of its Subsidiaries, and none of the agreements pursuant to which TCBI or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (E) Section 5.19(E) of the Schedules sets forth a list of each Loan, exclusion, accommodation or forgiveness to which TCBI or Texas Citizens Bank has agreed (or requested) pursuant to any COVID-19 Measure that is outstanding as of August 31, 2021, including any deferments, Paycheck Protection Program Loan or other United States Small Business Administration Loan, any Paycheck Protection Program Liquidity Facility Loan, and any Main Street Lending Program Loan.