Common use of Customer Relationships Clause in Contracts

Customer Relationships. (a) Each wealth management customer of AMNB or any of its Subsidiaries has been originated and serviced, (i) in all material respects, in conformity with the applicable policies of AMNB and its Subsidiaries, (ii) in all material respects, in accordance with the terms of any applicable contract governing the relationship with such customer, (iii) in accordance with any written instructions received from such customers and their authorized representatives and authorized signers, (iv) consistent with each customer’s risk profile, where applicable, and (v) in all material respects, in compliance with all applicable laws and AMNB’s and its Subsidiaries’ constituent documents, including any policies and procedures adopted thereunder. (b) Each contract governing a relationship with a wealth management customer of AMNB or any of its Subsidiaries has been duly and validly executed and delivered by AMNB and each Subsidiary and, to the knowledge of AMNB, the other contracting parties, each such contract constitutes a valid and binding obligation of the parties thereto, except as such enforceability may be limited by the Enforceability Exceptions, and AMNB and its Subsidiaries have duly performed their obligations thereunder, and AMNB and its Subsidiaries and, to the knowledge of AMNB, such other contracting parties are in compliance with each of the terms thereof. (c) No contract governing a relationship with a wealth management customer of AMNB or any of its Subsidiaries provides for any material reduction of fees charged (or in compensation payable to AMNB or any of its Subsidiaries thereunder) by reason of this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement. (d) None of AMNB, any of its Subsidiaries or any of their respective directors, officers or employees has committed any material breach of fiduciary duty with respect to any of the accounts maintained on behalf of any wealth management customer of AMNB or any of its Subsidiaries.

Customer Relationships. (a) Each trust or wealth management customer of AMNB South State or any of its Subsidiaries has been in all material respects originated and serviced, serviced (i) in all material respects, in conformity with the applicable policies of AMNB South State and its Subsidiaries, (ii) in all material respects, in accordance with the terms of any applicable contract governing the relationship with such customer, (iii) in accordance with any written instructions received from such customers and their authorized representatives and authorized signers, (iv) consistent with each customer’s risk profile, where applicable, profile and (v) in all material respects, in compliance with all applicable laws and AMNBSouth State’s and its Subsidiaries’ constituent documents, including any policies and procedures adopted thereunder. (b) . Each contract governing a relationship with a trust or wealth management customer of AMNB South State or any of its Subsidiaries has been duly and validly executed and delivered by AMNB South State and each Subsidiary and, to the knowledge of AMNBSouth State, the other contracting parties, each such contract constitutes a valid and binding obligation of the parties thereto, except as such enforceability may be limited by the Enforceability Exceptions, and AMNB South State and its Subsidiaries and the other contracting parties thereto have duly performed in all material respects their obligations thereunder, and AMNB South State and its Subsidiaries and, to the knowledge of AMNBSouth State, such other contracting parties are in compliance with each of the terms thereof. (cb) No contract governing a relationship with a trust or wealth management customer of AMNB South State or any of its Subsidiaries provides for any material reduction of fees charged (or in compensation payable to AMNB South State or any of its Subsidiaries thereunder) by reason of this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement. (c) (i) None of South State, any of its Subsidiaries or any of their respective directors, officers or employees is the beneficial owner of any interest in any of the accounts maintained on behalf of any trust or wealth management customer of South State or any of its Subsidiaries and (ii) none of the directors, officers and employees of South State or any of its Subsidiaries is a party to any contract pursuant to which it is obligated to provide service to, or receive compensation or benefits from, any of the trust or wealth management customers of South State or any of its Subsidiaries after the Closing Date. (d) None of AMNBSouth State, any of its Subsidiaries or any of their respective directors, officers or employees has committed any material breach of trust or fiduciary duty with respect to any of the accounts maintained on behalf of any trust or wealth management customer of AMNB South State or any of its Subsidiaries. Since January 1, 2017, none of South State or any of its Subsidiaries has been, and none are currently, engaged in any material dispute with, or subject to material claims by, any such trust or wealth management customer for breach of fiduciary duty or otherwise in connection with any such account. (e) All books and records primarily related to the trust or wealth management businesses of South State and each of its Subsidiaries include documented risk profiles signed by each such customer.

Customer Relationships. (a) Each trust or wealth management customer of AMNB Company or any of its Subsidiaries has been originated and serviced, (i) in all material respects, respects originated and serviced (A) in conformity with the applicable policies of AMNB Company and its Subsidiaries, (iiB) in all material respects, in accordance with the terms of any applicable contract Contract governing the relationship with such customer, (iiiC) in accordance with any written instructions received from such customers and their authorized representatives and authorized signers, (ivD) consistent with each customer’s risk profile, where applicable, profile and (vE) in all material respects, in compliance with all applicable laws Laws and AMNBCompany’s and its Subsidiaries’ constituent documents, including any policies and procedures adopted thereunder. (b) . Each contract Contract governing a relationship with a trust or wealth management customer of AMNB Company or any of its Subsidiaries has been duly and validly executed and delivered by AMNB Company and each Subsidiary and, to the knowledge Knowledge of AMNBCompany, the other contracting parties, each such contract Contract constitutes a valid and binding obligation of the parties thereto, except as such enforceability may be limited by (i) the Enforceability Exceptionseffect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law, and AMNB Company and its Subsidiaries and the other parties thereto have duly performed in all material respects their obligations thereunder, thereunder and AMNB Company and its Subsidiaries and, to the knowledge Knowledge of AMNBCompany, such other contracting parties are person is in compliance with each of the terms thereof. (cb) No contract Contract governing a relationship with a trust or wealth management customer of AMNB Company or any of its Subsidiaries provides for any material reduction of fees charged (or in compensation payable to AMNB Company or any of its Subsidiaries thereunder) by reason of this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreementhereby. (dc) (A) None of AMNBCompany, any of its Subsidiaries or any of their respective directors, officers or employees has committed is the beneficial owner of any material breach of fiduciary duty with respect to interest in any of the accounts maintained on behalf of any trust or wealth management customer of AMNB Company or any of its SubsidiariesSubsidiaries and (B) none of the directors, officers and employees of Company or any of its Subsidiaries is a party to any Contract pursuant to which it is obligated to provide service to, or receive compensation or benefits from, any of the trust or wealth management customers of Company or any of its Subsidiaries after the Closing Date. (d) Each account opening document, margin account agreement, Advisory Contract and customer disclosure statement with respect to any trust or wealth management customer of Company or any of its Subsidiaries conforms in all material respects to the forms made available to Parent prior to the Closing Date. (e) All other books and records primarily related to the trust and wealth management businesses of each of Company and each of its Subsidiaries include documented risk profiles signed by each such customer.

Customer Relationships. (a) Each trust or wealth management customer of AMNB South State or any of its Subsidiaries has been in all material respects originated and serviced, serviced (i) in all material respects, in conformity with the applicable policies of AMNB South State and its Subsidiaries, (ii) in all material respects, in accordance with the terms of any applicable contract governing the relationship with such customer, (iii) in accordance with any written instructions received from such customers and their authorized representatives and authorized signers, (iv) consistent with each customer’s risk profile, where applicable, profile and (v) in all material respects, in compliance with all applicable laws and AMNBSouth State’s and its Subsidiaries’ constituent documents, including any policies and procedures adopted thereunder. (b) . Each contract governing a relationship with a trust or wealth management customer of AMNB South State or any of its Subsidiaries has been duly and validly executed and delivered by AMNB South State and each Subsidiary and, to the knowledge of AMNBSouth State, the other contracting parties, each such contract constitutes a valid and binding obligation of the parties thereto, except as such enforceability may be limited by the Enforceability Exceptions, and AMNB South State and its Subsidiaries and the other contracting parties thereto have duly performed in all material respects their obligations thereunder, and AMNB South State and its Subsidiaries and, to the knowledge of AMNBSouth State, such other contracting parties are in compliance with each of the terms thereof. (cb) No contract governing a relationship with a trust or wealth management customer of AMNB South State or any of its Subsidiaries provides for any material reduction of fees charged (or in compensation payable to AMNB South State or any of its Subsidiaries thereunder) by reason of this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement. (i) None of South State, any of its Subsidiaries or any of their respective directors, officers or employees is the beneficial owner of any interest in any of the accounts maintained on behalf of any trust or wealth management customer of South State or any of its Subsidiaries and (ii) none of the directors, officers and employees of South State or any of its Subsidiaries is a party to any contract pursuant to which it is obligated to provide service to, or receive compensation or benefits from, any of the trust or wealth management customers of South State or any of its Subsidiaries after the Closing Date. (d) None of AMNBSouth State, any of its Subsidiaries or any of their respective directors, officers or employees has committed any material breach of trust or fiduciary duty with respect to any of the accounts maintained on behalf of any trust or wealth management customer of AMNB South State or any of its Subsidiaries. Since January 1, 2017, none of South State or any of its Subsidiaries has been, and none are currently, engaged in any material dispute with, or subject to material claims by, any such trust or wealth management customer for breach of fiduciary duty or otherwise in connection with any such account. (e) All books and records primarily related to the trust or wealth management businesses of South State and each of its Subsidiaries include documented risk profiles signed by each such customer.