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

Loans; Nonperforming and Classified Assets. (a) Except as set forth in HVBC Disclosure Schedule 3.23(a), none of HVBC or any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”), under the terms of which the obligor was, as of June 30, 2022, over sixty (60) days delinquent in payment of principal or interest or in default of any other material provision, or (ii) Loan with any director, executive officer or five percent or greater shareholder of HVBC or any of its Subsidiaries, or to the Knowledge of HVBC, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. HVBC Disclosure Schedule 3.23(a) identifies (x) each Loan that as of June 30, 2022 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by HVBC or any of its Subsidiaries or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, and (y) each asset of HVBC that as of June 30, 2022 was classified as other real estate owned (“OREO”) and the book value thereof.

Loans; Nonperforming and Classified Assets. (a) Except as set forth in HVBC LSBG Disclosure Schedule 3.23(a3.24(a), as of the date hereof, none of HVBC LSBG or any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”), under the terms of which the obligor was, as of June 30December 31, 20222015, over sixty (60) days delinquent in payment of principal or interest or in default of any other material provision, or (ii) Loan with any director, executive officer or five percent or greater shareholder of HVBC LSBG or any of its Subsidiaries, or to the Knowledge of HVBCLSBG, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. HVBC LSBG Disclosure Schedule 3.23(a3.24(a) identifies (x) each Loan that as of June 30December 31, 2022 2015 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by HVBC LSBG or any of its Subsidiaries or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, and (y) each asset of HVBC LSBG that as of June 30December 31, 2022 2015 was classified as other real estate owned (“OREO”) and the book value thereof.

Loans; Nonperforming and Classified Assets. (a) Except as set forth in HVBC QBT Disclosure Schedule 3.23(a3.22(a), none as of HVBC or any of its Subsidiaries the date hereof, QBT is not a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”), under the terms of which the obligor was, as of June 30December 31, 20222013, over sixty (60) days delinquent in payment of principal or interest or in default of any other material provision, or (ii) Loan with any director, executive officer or five percent or greater shareholder of HVBC or any of its SubsidiariesQBT, or to the Knowledge of HVBCQBT, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. HVBC QBT Disclosure Schedule 3.23(a3.22(a) identifies (x) each Loan that as of June 30December 31, 2022 2013 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by HVBC or any of its Subsidiaries QBT or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, and (y) each asset of HVBC QBT that as of June 30December 31, 2022 2013 was classified as other real estate owned (“OREO”) and the book value thereof.

Loans; Nonperforming and Classified Assets. (a) Except as set forth in HVBC Salisbury Disclosure Schedule 3.23(a3.22(a), as of the date hereof, none of HVBC Salisbury or any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”), under the terms of which the obligor was, as of June September 30, 2022, over sixty (60) days delinquent in payment of principal or interest or in default of any other material provision, or (ii) Loan with any director, executive officer or five percent or greater shareholder of HVBC Salisbury or any of its Subsidiaries, or to the Knowledge of HVBCSalisbury, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. HVBC Xxxxxxxxx Disclosure Schedule 3.23(a3.22(a) identifies (x) each Loan that as of June September 30, 2022 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by HVBC Salisbury or any of its Subsidiaries or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, and (y) each asset of HVBC Salisbury that as of June September 30, 2022 was classified as other real estate owned (“OREO”) and the book value thereof.

Loans; Nonperforming and Classified Assets. (a) Except as set forth in HVBC SWGB Disclosure Schedule 3.23(a), none of HVBC or any of its Subsidiaries is a party to any written or oral 3.22(a) sets forth all (i) loanloans, loan agreementagreements, note notes or borrowing arrangement arrangements and other extensions of credit (including, without limitation, including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”), under the terms ) in which SWGB or any of which the obligor wasits Subsidiaries is a creditor which, as of June November 30, 20222019, were over sixty thirty (6030) days or more delinquent in payment of principal or interest or in default of any other material provisioninterest, or and (ii) Loan Loans with any director, executive officer or five percent (5%) or greater shareholder of HVBC SWGB or any of its Subsidiaries, or to the Knowledge of HVBCSWGB, any person, corporation or enterprise controlling, controlled by or under common control with affiliate of any of the foregoing. HVBC Set forth in SWGB Disclosure Schedule 3.23(a3.22(a) identifies is a true, correct and complete list of (xA) each Loan that all of the Loans of SWGB and its Subsidiaries that, as of June November 30, 2022 was 2019, were classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by HVBC or any of its Subsidiaries Southwest Georgia Bank, SWGB or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (yB) each asset of HVBC that Loan classified by Southwest Georgia Bank as of June 30, 2022 was classified a Troubled Debt Restructuring as other real estate owned (“OREO”) and the book value thereofdefined by GAAP.

Loans; Nonperforming and Classified Assets. (a) Except as set forth in HVBC on Company Disclosure Schedule 3.23(a), none as of HVBC or the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”), under the terms of which the obligor was, as of June 30the Company Balance Sheet Date, 2022, over sixty more than ninety (6090) days delinquent in payment of principal or interest or in default of any other material provision, or (ii) Loan with any director, executive officer or five percent or greater shareholder of HVBC or any of its Subsidiaries, or to the Knowledge of HVBC, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. HVBC Company Disclosure Schedule 3.23(a) identifies (x) each Loan that that, as of June 30the date of the Company’s most recent bank examination, 2022 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by HVBC the Company or any of its Subsidiaries or any bank examinerCompany Bank, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunderborrower, and (y) each asset of HVBC the Company that as of June 30, 2022 the Company Balance Sheet Date was classified as other real estate owned (“OREO”) and the its book value thereofas of such date.

Loans; Nonperforming and Classified Assets. (a) Except as set forth in HVBC CBBC Disclosure Schedule 3.23(a3.22(a), as of the date hereof, none of HVBC CBBC or any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”), under the terms of which the obligor was, as of June 30December 31, 20222016, over sixty (60) days delinquent in payment of principal or interest or in default of any other material provision, or (ii) Loan with any director, executive officer or five percent or greater shareholder of HVBC record of CBBC or any of its Subsidiaries, or to the Knowledge of HVBCCBBC, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. HVBC CBBC Disclosure Schedule 3.23(a3.22(a) identifies (x) each Loan that as of June 30December 31, 2022 2016 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by HVBC CBBC or any of its Subsidiaries or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, and (y) each asset of HVBC CBBC that as of June 30December 31, 2022 2016 was classified as other real estate owned (“OREO”) and the book value thereof.

Loans; Nonperforming and Classified Assets. (a) Except as set Schedule 3.21(a) sets forth in HVBC Disclosure Schedule 3.23(a), none of HVBC or any of its Subsidiaries is a party to any written or oral all (i) loanloans, loan agreementagreements, note notes or borrowing arrangement arrangements and other extensions of credit (including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”), under the terms ) in which TB or any of which the obligor wasits Subsidiaries is a creditor which, as of June September 30, 20222019, was over sixty (60) days or more delinquent in payment of principal or interest or in default of any other material provisioninterest, or and (ii) Loan Loans with any director, executive officer or five percent 5% or greater shareholder of HVBC TB or any of its Subsidiaries, or to the Knowledge of HVBCTB, any person, corporation or enterprise controlling, controlled by or under common control with affiliate of any of the foregoing. HVBC Disclosure Set forth on Schedule 3.23(a3.21(a) identifies is a true, correct and complete list of (xA) each Loan that all of the Loans of TB and its Subsidiaries that, as of June September 30, 2022 was 2019, were classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by HVBC or any of its Subsidiaries Timberwood Bank, TB or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (yB) each asset of HVBC that Loan classified by Timberwood Bank as of June 30, 2022 was classified a Troubled Debt Restructuring as other real estate owned (“OREO”) and the book value thereofdefined by GAAP.

Loans; Nonperforming and Classified Assets. (ai) Except as set forth in HVBC FBFC Disclosure Schedule 3.23(a4.01(v), none as of HVBC or any of its Subsidiaries the date hereof, First Xxxxxxx National Bank is not a party to any written or oral (iA) loan, loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”), under the terms of which the obligor was, as of June 30October 31, 20222006, over sixty (60) days delinquent in payment of principal or interest or in default of any other material provision, or (iiB) Loan with any director, executive officer or five percent or greater shareholder of HVBC or any of its SubsidiariesFBFC, or to the Knowledge of HVBCFirst Xxxxxxx National Bank, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. HVBC FBFC Disclosure Schedule 3.23(a4.01(v) identifies (xA) each Loan that as of June 30October 31, 2022 2006 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by HVBC or any of its Subsidiaries First Xxxxxxx National Bank or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, and (yB) each asset of HVBC First Xxxxxxx National Bank that as of June 30October 31, 2022 2006 was classified as other real estate owned (“OREO”) and the book value thereof.

Loans; Nonperforming and Classified Assets. (a) Except as set forth in HVBC EBNJ Disclosure Schedule 3.23(a3.22(a), as of the date hereof, none of HVBC EBNJ or any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”), under the terms of which the obligor was, as of June 30December 31, 20222017, over sixty (60) days delinquent in payment of principal or interest or in default of any other material provision, or (ii) Loan with any director, executive officer or five percent or greater shareholder of HVBC EBNJ or any of its Subsidiaries, or to the Knowledge of HVBCEBNJ, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. HVBC EBNJ Disclosure Schedule 3.23(a3.22(a) identifies (x) each Loan that as of June 30December 31, 2022 2017 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by HVBC EBNJ or any of its Subsidiaries or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, and (y) each asset of HVBC EBNJ that as of June 30December 31, 2022 2017 was classified as other real estate owned (“OREO”) and the book value thereof.

Loans; Nonperforming and Classified Assets. (a) Except as set forth in HVBC Wellesley Disclosure Schedule 3.23(a), as of the date hereof, none of HVBC Wellesley or any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”), under the terms of which the obligor was, as of June September 30, 20222019, over sixty (60) days delinquent in payment of principal or interest or in default of any other material provision, or (ii) Loan with any director, executive officer or five percent or greater shareholder of HVBC Wellesley or any of its Subsidiaries, or to the Knowledge of HVBCWellesley, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. HVBC Wellesley Disclosure Schedule 3.23(a) identifies (x) each Loan that as of June September 30, 2022 2019 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by HVBC Wellesley or any of its Subsidiaries or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, and (y) each asset of HVBC Wellesley that as of June September 30, 2022 2019 was classified as other real estate owned (“OREO”) and the book value thereof.