Common use of Loans; Nonperforming and Classified Assets; Allowance Clause in Contracts

Loans; Nonperforming and Classified Assets; Allowance. (i) Except as set forth in Section 3.2(j)(i) of the Disclosure Memorandum or as provided for in the Allowance described in subsection (iv) below all loans, lines of credit, letters of credit and other extensions of credit made by Tidelands Bank or due to it (“Tidelands Loans”) shown in the Tidelands Financial Statements and any such Tidelands Loans on the date hereof and on the Closing Date, (i) are and will be as of the Closing Date genuine, legal, valid and enforceable (except as enforceability may be limited by the General Enforceability Exceptions) obligations of the respective makers thereof and (ii) are not and will not be as of the Closing Date subject to any right of offset, rescission or set-off or any counterclaim or defense for which there is a reasonable possibility of an adverse determination to Tidelands Bank. (ii) All of the Tidelands Loans are evidenced by written agreements, true and correct copies of which will be made available to United for examination prior to the Closing Date. All currently outstanding Tidelands Loans were solicited, originated and, currently exist in material compliance with all applicable law and regulations and Tidelands Bank’s lending policies at the time of origination of such Tidelands Loans, and the loan documents with respect to each such Tidelands Loan are complete and correct in all material respects. There are no oral modifications or amendments or additional agreements related to the Tidelands Loans that are not reflected in the written records of Tidelands Bank. All of the Tidelands Loans are owned by Tidelands Bank free and clear of any Liens. None of the Tidelands Loans are presently serviced by third parties, and there is no obligation which could result in any Tidelands Loan becoming subject to any third party servicing. (iii) Except as set forth in Section 3.2(j)(iii) of the Disclosure Memorandum, as of the date hereof, no Tidelands Loans were, as of December 31, 2015, over ninety (90) days delinquent in payment of principal or interest. Section 3.2(j)(iii) of the Disclosure Memorandum contains a complete list of (i) each Tidelands Loan that as of December 31, 2015 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Tidelands Bank or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Tidelands Loan and the identity of the borrower thereunder and (ii) each asset of Tidelands Bank that as of December 31, 2015 was classified as other real estate owned and the book value thereof as of the date of this Agreement. (iv) The allowance for loan and lease losses (the “Allowance”) shown on the balance sheet of Tidelands included in the most recent Tidelands Financial Statements dated prior to the date of this Agreement was, and the Allowance shown on the balance sheets of Tidelands included in the Tidelands Financial Statements as of dates subsequent to the execution of this Agreement will be, as of the dates thereof, adequate (within the meaning of GAAP and applicable regulatory requirements or guidelines) to provide for all known or reasonably anticipated losses relating to or inherent in the loan and lease portfolios (including accrued interest receivables, letters of credit and commitments to make loans or extend credit), by Tidelands as of the dates thereof. Prior to the Closing Date, Tidelands will not make a material change to its methodology for determining the Allowance without providing prior written notice to United.

Loans; Nonperforming and Classified Assets; Allowance. (ia) Except as set forth in Section 3.2(j)(i) of the Disclosure Memorandum or as provided for in the Allowance described in subsection (iv) below Section 2.13(d), all loans, lines of credit, letters of credit and other extensions of credit made by Tidelands Atlantic Coast Bank or due to it (“Tidelands Atlantic Loans”) are shown in the Tidelands Atlantic Financial Statements and any such Tidelands Loans on the date hereof and on the Closing Date, Atlantic Loans: (i) are and will be as of the Closing Date genuine, legal, valid and enforceable (except as enforceability may be limited by the General Enforceability Exceptions) obligations of the respective makers thereof thereof; and (ii) to the knowledge of Atlantic, are not and will not be as of the Closing Date subject to any right of offset, rescission or set-off or any counterclaim or defense for which there is a reasonable possibility of an adverse determination to Tidelands Atlantic Coast Bank. (iib) All of the Tidelands Atlantic Loans are evidenced by written agreements, true and correct copies of which will be made available to United Ameris for examination prior to the Closing Date. All currently outstanding Tidelands Atlantic Loans were solicited, originated and, and currently exist in material compliance with all applicable law Applicable Laws and regulations and Tidelands Atlantic Coast Bank’s lending policies at the time of origination of such Tidelands Atlantic Loans, and the loan documents with respect to each such Tidelands Atlantic Loan are complete and correct in all material respects. There are no oral modifications or amendments or additional agreements related to the Tidelands Atlantic Loans that are not reflected in the written records of Tidelands Atlantic Coast Bank. All of the Tidelands Atlantic Loans are owned by Tidelands Atlantic Coast Bank free and clear of any Liens, except for blanket Liens granted to the Federal Home Loan Bank. None Except as set forth in Section 2.13(b) of the Tidelands Disclosure Schedule, none of the Atlantic Loans are presently serviced by third parties, and there is no obligation which could result in any Tidelands Atlantic Loan becoming subject to any third third-party servicing. (iiic) Except as set forth in Section 3.2(j)(iii2.13(c) of the Disclosure MemorandumSchedule, as of the date hereof, no Tidelands Atlantic Loans were, as of December 31, 2015, were over ninety (90) days delinquent in payment of principal or interest. Section 3.2(j)(iii2.13(c) of the Disclosure Memorandum Schedule contains a complete list of of: (i) each Tidelands Atlantic Loan that as of December 31, 2015 2016 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Tidelands Atlantic Coast Bank or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Tidelands Atlantic Loan and the identity of the borrower thereunder thereunder; and (ii) each asset of Tidelands Atlantic Coast Bank that as of December 31, 2015 2016 was classified as other real estate owned and the book value thereof as of the date of this AgreementDecember 31, 2016. (ivd) The allowance for loan and lease losses (the “Allowance”) shown on the balance sheet of Tidelands Atlantic included in the most recent Tidelands Atlantic Financial Statements dated prior to the date of this Agreement (the “Allowance”) was, and the Allowance shown on the balance sheets of Tidelands Atlantic included in the Tidelands Atlantic Financial Statements as of dates subsequent to the execution of this Agreement will be, as of the dates thereof, adequate (within the meaning of GAAP and applicable regulatory requirements or guidelines) to provide for all known or reasonably anticipated losses relating to to, or inherent in in, the loan and lease portfolios (including accrued interest receivables, letters of credit and commitments to make loans or extend credit), ) by Tidelands Atlantic as of the dates thereof. Prior to the Closing Date, Tidelands will not make a material change to its methodology for determining the Allowance without providing prior written notice to United.

Loans; Nonperforming and Classified Assets; Allowance. (i) Except as set forth in Section 3.2(j)(i3.2(k)(i) of the Disclosure Memorandum or as provided for in the Allowance described in subsection (iv) below below, all loans, lines of credit, letters of credit and other extensions of credit made by Tidelands the Bank or due to it (“Tidelands HPBC Loans”) shown in the Tidelands HPBC Financial Statements and any such Tidelands Loans on the date hereof and on the Closing DateHPBC Loans, (i) are and will be as of the Closing Date genuine, legal, valid and enforceable (except as enforceability may be limited by the General Enforceability Exceptions) obligations of the respective makers thereof and (ii) are not and will not be as of the Closing Date subject to any right of offset, rescission or set-off or any counterclaim or defense for which there is a reasonable possibility of an adverse determination to Tidelands the Bank. (ii) All of the Tidelands HPBC Loans are evidenced by written agreements, true and correct copies of which will be made available to United BNC for examination prior to the Closing Date. All currently outstanding Tidelands HPBC Loans were solicited, originated and, currently exist in material compliance with all applicable law and regulations and Tidelands the Bank’s lending policies at the time of origination of such Tidelands HPBC Loans, and the loan documents with respect to each such Tidelands HPBC Loan are complete and correct in all material respects. There are no oral modifications or amendments or additional agreements related to the Tidelands HPBC Loans that are not reflected in the written records of Tidelands the Bank. All of the Tidelands HPBC Loans are owned by Tidelands the Bank free and clear of any Liens, except for blanket Liens granted to the Federal Home Loan Bank. None of the Tidelands HPBC Loans are presently serviced by third parties, and there is no obligation which could result in any Tidelands HPBC Loan becoming subject to any third party servicing. (iii) Except as set forth in Section 3.2(j)(iii3.2(k)(iii) of the Disclosure Memorandum, as of the date hereof, no Tidelands HPBC Loans were, as of December 31, 2015, were over ninety (90) days delinquent in payment of principal or interest. Section 3.2(j)(iii3.2(k)(iii) of the Disclosure Memorandum contains a complete list of (iA) each Tidelands HPBC Loan that as of December 31September 30, 2015 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Tidelands the Bank or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Tidelands HPBC Loan and the identity of the borrower thereunder and (iiB) each asset of Tidelands the Bank that as of December 31September 30, 2015 was classified as other real estate owned and the book value thereof as of the date of this AgreementSeptember 30, 2015. (iv) The allowance for loan and lease losses (the “Allowance”) shown on the balance sheet of Tidelands HPBC included in the most recent Tidelands HPBC Financial Statements dated prior to the date of this Agreement was, and the Allowance shown on the balance sheets of Tidelands HPBC included in the Tidelands HPBC Financial Statements as of dates subsequent to the execution of this Agreement will be, as of the dates thereof, adequate (within the meaning of GAAP and applicable regulatory requirements or guidelines) to provide for all known or reasonably anticipated losses relating to or inherent in the loan and lease portfolios (including accrued interest receivables, letters of credit and commitments to make loans or extend credit), by Tidelands HPBC as of the dates thereof. Prior to the Closing Date, Tidelands HPBC will not make a material change to its methodology for determining the Allowance without providing prior written notice to UnitedBNC.

Loans; Nonperforming and Classified Assets; Allowance. (i) Except as set forth in Section 3.2(j)(i) of the Disclosure Memorandum or as provided for in the Allowance described in subsection (iv) below below, all loans, lines of credit, letters of credit and other extensions of credit made by Tidelands the Bank or due to it (“Tidelands Seller Loans”) shown in the Tidelands Seller Financial Statements and any such Tidelands Loans on the date hereof and on the Closing DateSeller Loans, (iA) are and will be as of the Closing Date genuine, legal, valid and enforceable (except as enforceability may be limited by the General Enforceability Exceptions) obligations of the respective makers thereof and (iiB) are not and will not be as of the Closing Date subject to any right of offset, rescission or set-off or any counterclaim or defense for which there is a reasonable possibility of an adverse determination to Tidelands the Bank. (ii) All of the Tidelands Seller Loans are evidenced by written agreements, true and correct copies of which will be made available to United Buyer for examination prior to the Closing Date. All currently outstanding Tidelands Seller Loans were solicited, originated and, currently exist in material compliance with all applicable law and regulations and Tidelands the Bank’s lending policies at the time of origination of such Tidelands Seller Loans, and the loan documents with respect to each such Tidelands Seller Loan are complete and correct in all material respects. There are no oral modifications or amendments or additional agreements related to the Tidelands Seller Loans that are not reflected in the written records of Tidelands the Bank. All of the Tidelands Seller Loans are owned by Tidelands the Bank free and clear of any Liens, except for blanket Liens granted to the Federal Home Loan Bank. None Except as set forth in Section 3.2(l)(ii) of the Tidelands Disclosure Memorandum, none of the Seller Loans are presently serviced by third parties, and there is no obligation which could result in any Tidelands Seller Loan becoming subject to any third party servicing. (iii) Except as set forth in Section 3.2(j)(iii3.2(l)(iii)(A) of the Disclosure Memorandum, as of the date hereof, no Tidelands Seller Loans were, as of December 31, 2015, were over ninety (90) days delinquent in payment of principal or interest. Section 3.2(j)(iii3.2(l)(iii)(B) of the Disclosure Memorandum contains a complete list of (i1) each Tidelands Seller Loan that as of December 31, 2015 2016 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Tidelands the Bank or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Tidelands Seller Loan and the identity of the borrower thereunder and (ii2) each asset of Tidelands the Bank that as of December 31, 2015 2016 was classified as other real estate owned and the book value thereof as of the date of this AgreementDecember 31, 2016. (iv) The allowance for loan and lease losses (the “Allowance”) shown on the balance sheet of Tidelands Seller included in the most recent Tidelands Seller Financial Statements dated prior to the date of this Agreement (the “Allowance”) was, and the Allowance shown on the balance sheets of Tidelands Seller included in the Tidelands Seller Financial Statements as of dates subsequent to the execution of this Agreement will be, as of the dates thereof, adequate (within the meaning of GAAP and applicable regulatory requirements or guidelines) to provide for all known or reasonably anticipated losses relating to or inherent in the loan and lease portfolios (including accrued interest receivables, letters of credit and commitments to make loans or extend credit), by Tidelands Seller as of the dates thereof. Prior to the Closing Date, Tidelands will not make a material change to its methodology for determining the Allowance without providing prior written notice to United.

Loans; Nonperforming and Classified Assets; Allowance. (i) Except as set forth in Section 3.2(j)(i3.2(k)(i) of the Disclosure Memorandum or as provided for in the Allowance described in subsection (iv) below below, all loans, lines of credit, letters of credit and other extensions of credit made by Tidelands the Bank or due to it (“Tidelands Seller Loans”) shown in the Tidelands Seller Financial Statements and any such Tidelands Loans on the date hereof and on the Closing DateSeller Loans, (iA) are and will be as of the Closing Date genuine, legal, valid and enforceable (except as enforceability may be limited by the General Enforceability Exceptions) obligations of the respective makers thereof and (iiB) are not and will not be as of the Closing Date subject to any right of offset, rescission or set-off or any counterclaim or defense for which there is a reasonable possibility of an adverse determination to Tidelands the Bank. (ii) All of the Tidelands Seller Loans are evidenced by written agreements, true and correct copies of which will be made available to United Buyer for examination prior to the Closing Date. All currently outstanding Tidelands Seller Loans were solicited, originated and, currently exist in material compliance with all applicable law and regulations and Tidelands the Bank’s lending policies at the time of origination of such Tidelands Seller Loans, and the loan documents with respect to each such Tidelands Seller Loan are complete and correct in all material respects. There are no oral modifications or amendments or additional agreements related to the Tidelands Seller Loans that are not reflected in the written records of Tidelands the Bank. All of the Tidelands Seller Loans are owned by Tidelands the Bank free and clear of any Liens, except for blanket Liens granted to the Federal Home Loan Bank. None of the Tidelands Seller Loans are presently serviced by third parties, and there is no obligation which could result in any Tidelands Seller Loan becoming subject to any third party servicing. (iii) Except as set forth in Section 3.2(j)(iii3.2(k)(iii) of the Disclosure Memorandum, as of the date hereof, no Tidelands Seller Loans were, as of December 31, 2015, were over ninety (90) days delinquent in payment of principal or interest. Section 3.2(j)(iii3.2(k)(iii) of the Disclosure Memorandum contains a complete list of (iA) each Tidelands Seller Loan that as of December 3130, 2015 2016 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Tidelands the Bank or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Tidelands Seller Loan and the identity of the borrower thereunder and (iiB) each asset of Tidelands the Bank that as of December 31, 2015 2016 was classified as other real estate owned and the book value thereof as of the date of this AgreementDecember 31, 2016. (iv) The allowance for loan and lease losses (the “Allowance”) shown on the balance sheet of Tidelands Seller included in the most recent Tidelands Seller Financial Statements dated prior to the date of this Agreement was, and the Allowance shown on the balance sheets of Tidelands Seller included in the Tidelands Seller Financial Statements as of dates subsequent to the execution of this Agreement will be, as of the dates thereof, adequate (within the meaning of GAAP and applicable regulatory requirements or guidelines) to provide for all known or reasonably anticipated losses relating to or inherent in the loan and lease portfolios (including accrued interest receivables, letters of credit and commitments to make loans or extend credit), by Tidelands Seller as of the dates thereof. Prior to the Closing Date, Tidelands will not make a material change to its methodology for determining the Allowance without providing prior written notice to United.

Loans; Nonperforming and Classified Assets; Allowance. (i) Except as set forth in Section 3.2(j)(i3.2(k)(i) of the Disclosure Memorandum or as provided for in the Allowance described in subsection (iv) below below, to the knowledge of AEB, all loans, lines of credit, letters of credit and other extensions of credit made by Tidelands the Bank or due to it (“Tidelands AEB Loans”) shown in the Tidelands AEB Financial Statements and any such Tidelands AEB Loans on the date hereof and on the Closing Date, (i) are and will be as of the Closing Date genuine, legal, valid and enforceable (except as enforceability may be limited by the General Enforceability Exceptions) obligations of the respective makers thereof and (ii) are not and will not be as of the Closing Date subject to any right of offset, rescission or set-off or any counterclaim or defense for which there is a reasonable possibility of an adverse determination to Tidelands the Bank. (ii) All of the Tidelands AEB Loans are evidenced by written agreements, true and correct copies of which will be made available to United Fidelity for examination prior to the Closing Date. All currently outstanding Tidelands AEB Loans were solicited, originated and, currently exist in material compliance with all applicable law and regulations and Tidelands the Bank’s lending policies at the time of origination of such Tidelands AEB Loans, and the loan documents with respect to each such Tidelands AEB Loan are complete and correct in all material respects. There are no oral modifications or amendments or additional agreements related to the Tidelands AEB Loans that are not reflected in the written records of Tidelands the Bank. All Except as set forth in Section 3.2(k)(ii) of the Tidelands Disclosure Memorandum, all of the AEB Loans are owned by Tidelands the Bank free and clear of any Liens. None Except as set forth in Section 3.2(k)(ii) of the Tidelands Disclosure Memorandum, none of the AEB Loans are presently serviced by third parties, and there is no obligation which could result in any Tidelands AEB Loan becoming subject to any third party servicing. (iii) Except as set forth in Section 3.2(j)(iii3.2(k)(iii) of the Disclosure Memorandum, as of the date hereof, no Tidelands AEB Loans were, as of December 31September 30, 2015, over ninety (90) days delinquent in payment of principal or interest. Section 3.2(j)(iii3.2(k)(iii) of the Disclosure Memorandum contains a complete list of (i) each Tidelands AEB Loan that as of December 31September 30, 2015 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Tidelands the Bank or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Tidelands AEB Loan and the identity of the borrower thereunder and (ii) each asset of Tidelands the Bank that as of December 31September 30, 2015 was classified as other real estate owned and the book value thereof as of the date of this AgreementSeptember 30, 2015. (iv) The allowance for loan and lease losses (the “Allowance”) shown on the balance sheet of Tidelands AEB included in the most recent Tidelands AEB Financial Statements dated prior to the date of this Agreement was, and the Allowance shown on the balance sheets of Tidelands AEB included in the Tidelands AEB Financial Statements as of dates subsequent to the execution of this Agreement will be, as of the dates thereof, adequate (within the meaning of GAAP and applicable regulatory requirements or guidelines) to provide for all known or reasonably anticipated losses relating to or inherent in the loan and lease portfolios (including accrued interest receivables, letters of credit and commitments to make loans or extend credit), by Tidelands AEB as of the dates thereof. Prior to the Closing Date, Tidelands AEB will not make a material change to its methodology for determining the Allowance without providing prior written notice to UnitedFidelity.

Loans; Nonperforming and Classified Assets; Allowance. (ia) Except as set forth in Section 3.2(j)(i) of the Disclosure Memorandum or as provided for in the Allowance described in subsection (ivd) below below, all loans, lines of credit, letters of credit and other extensions of credit made by Tidelands the Bank or due to it (“Tidelands MT Loans”) shown in the Tidelands MT Financial Statements and any such Tidelands MT Loans on the date hereof and on the Closing Date, (i) are and will be as of the Closing Date genuine, legal, valid and enforceable (except as enforceability may be limited by the General Enforceability Exceptions) obligations of the respective makers thereof and (ii) are not and will not be as of the Closing Date subject to any right of offset, rescission or set-off or any counterclaim or defense for which there is a reasonable possibility of an adverse determination to Tidelands the Bank. (iib) All of the Tidelands MT Loans are evidenced by written agreements, true and correct copies of which will be made available to United for examination prior to the Closing Date. All To the knowledge of MT, all currently outstanding Tidelands MT Loans were solicited, originated and, currently exist in material compliance with all applicable law and regulations and Tidelands the Bank’s lending policies at the time of origination of such Tidelands MT Loans, and the loan documents with respect to each such Tidelands MT Loan are complete and correct in all material respects. There are no oral modifications or amendments or additional agreements related to the Tidelands MT Loans that are not reflected in the written records of Tidelands the Bank. All of the Tidelands MT Loans are owned by Tidelands the Bank free and clear of any Liens. None of the Tidelands MT Loans are presently serviced by third parties, and there is no obligation which could result in any Tidelands MT Loan becoming subject to any third party servicing. (iiic) Except as set forth in Section 3.2(j)(iii) of the Disclosure Memorandum, as of the date hereof, no Tidelands MT Loans were, as of December 31, 20152014, over ninety (90) days delinquent in payment of principal or interest. Section 3.2(j)(iii) of the The Disclosure Memorandum contains a complete list of (i) each Tidelands MT Loan that as of December 31, 2015 2014 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Tidelands the Bank or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Tidelands Loan and the identity of the borrower thereunder and (ii) each asset of Tidelands the Bank that as of December 31, 2015 2014 was classified as other real estate owned and the book value thereof as of the date of this AgreementDecember 31, 2014. (ivd) The allowance for loan and lease losses (the “Allowance”) shown on the balance sheet of Tidelands MT included in the most recent Tidelands MT Financial Statements dated prior to the date of this Agreement was, and the Allowance shown on the balance sheets of Tidelands MT included in the Tidelands MT Financial Statements as of dates subsequent to the execution of this Agreement will be, as of the dates thereof, adequate (within the meaning of GAAP and applicable regulatory requirements or guidelines) to provide for all known or reasonably anticipated losses relating to or inherent in the loan and lease portfolios (including accrued interest receivables, letters of credit and commitments to make loans or extend credit), by Tidelands MT as of the dates thereof. Prior to the Closing Date, Tidelands MT will not make a material change to its methodology for determining the Allowance without providing prior written notice to United.