Common use of Investment Securities; Derivatives Clause in Contracts

Investment Securities; Derivatives. The Company Parties and their Subsidiaries have good title to all securities and commodities owned by them (except those sold under repurchase agreements), free and clear of any Liens, except to the extent such securities or commodities are pledged in the ordinary course of business to secure obligations of the Company Parties and their Subsidiaries. Such securities and commodities are valued on the books of the Company Parties and their Subsidiaries in accordance with GAAP. The Company Parties and their Subsidiaries employ investment, securities, commodities, risk management, and other similar policies, practices, and procedures that the Company Parties and their Subsidiaries reasonably believe are prudent and reasonable in the context of their respective businesses, and prior to the date of this Agreement, the Company Parties have made available to BancShares true, correct, and complete copies of or the material terms of such policies, practices, and procedures. Except for restrictions that exist for securities that are classified as “held to maturity” or that are pledged to other Persons, none of the investment securities held by the Company or the Bank or any of their Subsidiaries are subject to any restriction (whether contractual, statutory, or otherwise) that would reasonably be expected to materially impair the ability of the entity holding such investment securities freely to dispose of such investment securities at any time. Neither the Company nor the Bank nor any of their Subsidiaries is a party to or has agreed to enter into any exchange-traded or over-the-counter equity, interest rate, foreign exchange, or other swap, forward, future, option, cap, floor, or collar, or any other Contract that is a derivative contract (including various combinations thereof), or owns securities that (i) are referred to generically as “structured notes,” “high risk mortgage derivatives,” “capped floating rate notes,” or “capped floating rate mortgage derivatives” or (ii) are likely to have changes in value as a result of interest or exchange rate changes that materially exceed normal changes in value attributable to interest or exchange rate changes.

Investment Securities; Derivatives. The Company Parties SmartFinancial and SmartBank and their Subsidiaries have good title to all securities and commodities owned by them (except those sold under repurchase agreements), free and clear of any Liens, except to the extent such securities or commodities are pledged in the ordinary course of business to secure obligations of the Company Parties and SmartFinancial or SmartBank or their Subsidiaries. Such securities and commodities are valued on the books of the Company Parties SmartFinancial and their its Subsidiaries in accordance with GAAP. The Company Parties SmartFinancial and SmartBank and their Subsidiaries employ investment, securities, commodities, risk management, and other similar policies, practices, and procedures that the Company Parties SmartFinancial and SmartBank and their Subsidiaries reasonably believe are prudent and reasonable in the context of their respective businesses, and prior to the date of this Agreement, the Company Parties Agreement SmartFinancial and SmartBank have made available to BancShares the Entegra Parties true, correct, and complete copies of or the material terms of such policies, practices, and procedures. Except for restrictions that exist for securities that are classified as “held to maturity” or that are pledged to other Persons, none of the investment securities held by the Company SmartFinancial or the Bank SmartBank or any of their Subsidiaries are subject to any restriction (whether contractual, statutory, or otherwise) that would reasonably be expected to materially impair the ability of the entity holding such investment securities freely to dispose of such investment securities at any time. Neither the Company SmartFinancial nor the Bank SmartBank nor any of their Subsidiaries is a party to or has agreed to enter into any exchange-traded or over-the-counter equity, interest rate, foreign exchange, or other swap, forward, future, option, cap, floor, or collar, or any other Contract that is a derivative contract (including various combinations thereof), or owns securities that (i) are referred to generically as “structured notes,” “high risk mortgage derivatives,” “capped floating rate notes,” or “capped floating rate mortgage derivatives” or (ii) are likely to have changes in value as a result of interest or exchange rate changes that materially exceed normal changes in value attributable to interest or exchange rate changes.

Investment Securities; Derivatives. The Company Parties (i) Except for restrictions that exist for securities that are classified as “held to maturity,” none of the investment securities held by Acacia FSB or any of its Subsidiaries is subject to any restriction (contractual or statutory) that would materially impair the ability of the entity holding such investment freely to dispose of such investment at any time. (ii) Except as would not reasonably be expected to have a Material Adverse Effect on Acacia FSB or any of its Subsidiaries, Acacia FSB and their its Subsidiaries have good title to all securities and commodities owned by each of them respectively (except those sold under repurchase agreementsagreements or held in any fiduciary or agency capacity), free and clear of any Liens, except to the extent such securities or commodities are pledged in the ordinary course of business to secure obligations of the Company Parties and their Acacia FSB or any of its Subsidiaries. Such securities and commodities are valued on the books of the Company Parties Acacia FSB and their its Subsidiaries in accordance with GAAP. The Company Parties GAAP in all material respects. (iii) Acacia FSB and its Subsidiaries and their Subsidiaries business employ and have acted in compliance in all material respects with investment, securities, commodities, risk management, management and other similar policies, practices, practices and procedures that the Company Parties Acacia FSB and their its Subsidiaries reasonably believe are prudent and reasonable in the context of their respective businesses, and prior to such business. Before the date of this Agreementhereof, the Company Parties Acacia FSB and its Subsidiaries have made available to BancShares true, correct, and complete copies of or the Buyer in writing its material terms of such policies, practices, and procedures. Except for restrictions that exist for securities that are classified as “held to maturity” or that are pledged to other Persons, none of the investment securities held by the Company or the Bank or any of their Subsidiaries are subject to any restriction . (whether contractual, statutory, or otherwiseiv) that would reasonably be expected to materially impair the ability of the entity holding such investment securities freely to dispose of such investment securities at any time. Neither the Company nor the Bank Acacia FSB nor any of their its Subsidiaries is a party to or has agreed to enter into any an exchange-traded or over-the-counter equity, interest rate, foreign exchange, exchange or other swap, forward, future, option, cap, floor, floor or collar, collar or any other Contract contract that is a derivative contract (including various combinations thereof), ) or owns securities that (iA) are referred to generically as “structured notes,” “high risk mortgage derivatives,” “capped floating rate notes,” or “capped floating rate mortgage derivatives” or (iiB) are likely to have changes in value as a result of interest or exchange rate changes that materially significantly exceed normal changes in value attributable to interest or exchange rate changes.

Investment Securities; Derivatives. The Company First Advantage Parties and their respective Subsidiaries have good title to all securities and commodities owned by them (except those sold under repurchase agreements), free and clear of any Liens, except to the extent such securities or commodities are pledged in the ordinary course of business to secure obligations of the Company First Advantage Parties and their respective Subsidiaries. Such securities and commodities are valued on the books of the Company First Advantage Parties and their respective Subsidiaries in accordance with GAAP. The Company First Advantage Parties and their respective Subsidiaries employ investment, securities, commodities, risk management, and other similar policies, practices, and procedures that the Company Parties and their Subsidiaries reasonably believe are prudent and reasonable in the context of their respective businesses, and prior to the date of this Agreement, the Company First Advantage Parties have made available to BancShares Reliant true, correct, and complete copies of or the material terms of such policies, practices, and procedures. Except for restrictions that exist for securities that are classified as “held to maturity,” or that are pledged to other Persons, none of the investment securities held by the Company or the Bank or any of their respective Subsidiaries are subject to any restriction (whether contractual, statutory, or otherwise) that would reasonably be expected to could materially impair the ability of the entity holding such investment securities freely to dispose of such investment securities at any time. Neither the Company nor the Bank nor any of their respective Subsidiaries is a party to or has agreed to enter into any exchange-traded or over-the-counter equity, interest rate, foreign exchange, or other swap, forward, future, option, cap, floor, or collar, or any other Contract that is a derivative contract (including various combinations thereof), or owns securities that (i) are referred to generically as “structured notes,” “high risk mortgage derivatives,” “capped floating rate notes,” or “capped floating rate mortgage derivatives” or (ii) are likely to have changes in value as a result of interest or exchange rate changes that materially exceed normal changes in value attributable to interest or exchange rate changes.

Investment Securities; Derivatives. The Company Parties (i) Except for restrictions that exist for securities that are classified as “held to maturity,” none of the investment securities held by Buyer or any of its Subsidiaries is subject to any restriction (contractual or statutory) that would materially impair the ability of the entity holding such investment freely to dispose of such investment at any time. (ii) Except as would not reasonably be expected to have a Material Adverse Effect on Buyer or any of its Subsidiaries, Buyer and their its Subsidiaries have good title to all securities and commodities owned by each of them respectively (except those sold under repurchase agreementsagreements or held in any fiduciary or agency capacity), free and clear of any Liens, except to the extent such securities or commodities are pledged in the ordinary course of business to secure obligations of the Company Parties and their Buyer or any of its Subsidiaries. Such securities and commodities are valued on the books of the Company Parties Buyer and their its Subsidiaries in accordance with GAAP. The Company Parties GAAP in all material respects. (iii) Buyer and its Subsidiaries and their Subsidiaries business employ and have acted in compliance in all material respects with investment, securities, commodities, risk management, management and other similar policies, practices, practices and procedures that the Company Parties Buyer and their its Subsidiaries reasonably believe are prudent and reasonable in the context of their respective businesses, and prior to the date of this Agreement, the Company Parties have made available to BancShares true, correct, and complete copies of or the material terms of such policies, practices, and procedures. Except for restrictions that exist for securities that are classified as “held to maturity” or that are pledged to other Persons, none of the investment securities held by the Company or the Bank or any of their Subsidiaries are subject to any restriction business. (whether contractual, statutory, or otherwiseiv) that would reasonably be expected to materially impair the ability of the entity holding such investment securities freely to dispose of such investment securities at any time. Neither the Company nor the Bank Buyer nor any of their its Subsidiaries is a party to or has agreed to enter into any an exchange-traded or over-the-counter equity, interest rate, foreign exchange, exchange or other swap, forward, future, option, cap, floor, floor or collar, collar or any other Contract contract that is a derivative contract (including various combinations thereof), ) or owns securities that (iA) are referred to generically as “structured notes,” “high risk mortgage derivatives,” “capped floating rate notes,” or “capped floating rate mortgage derivatives” or (iiB) are likely to have changes in value as a result of interest or exchange rate changes that materially significantly exceed normal changes in value attributable to interest or exchange rate changes.

Investment Securities; Derivatives. The Company Community First Parties and their Subsidiaries have good title to all securities and commodities owned by them in all material respects (except those sold under repurchase agreements), free and clear of any Liens, except to the extent such securities or commodities are pledged in the ordinary course of business to secure obligations of the Company Community First Parties and their Subsidiaries. Such securities and commodities are valued on the books of the Company Community First Parties and their Subsidiaries in accordance with GAAPGAAP in all material respects. The Company Community First Parties and their Subsidiaries employ investment, securities, commodities, risk management, and other similar policies, practices, and procedures that the Company Parties and their Subsidiaries reasonably believe are prudent and reasonable in the context of their respective businesses, and prior to the date of this Agreement, the Company Community First Parties have made available to BancShares true, correct, and complete copies of or the Commerce Union Parties the material terms of such policies, practices, and procedures. Except for restrictions that exist for securities that are classified as “held to maturity” and except as would not reasonably be expected to have, either individually or that are pledged to other Personsin the aggregate, a CFI Material Adverse Effect, none of the investment securities held by the Company CFI or the Bank or any of their Subsidiaries are subject to any restriction (whether contractual, statutory, or otherwise) that would reasonably be expected to could materially impair the ability of the entity holding such investment securities freely to dispose of such investment securities at any timesecurities. Neither Except as set forth on Schedule 4.2(aa) of the Company Community First Disclosure Memorandum, neither CFI nor the Bank nor any of their Subsidiaries is a party to or has agreed to enter into any exchange-traded or over-the-counter equity, interest rate, foreign exchange, or other swap, forward, future, option, cap, floor, or collar, or any other Contract that is a derivative contract (including various combinations thereof), or owns securities that (i) are referred to generically as “structured notes,” “high risk mortgage derivatives,” “capped floating rate notes,” or “capped floating rate mortgage derivatives” or (ii) are likely to have changes in value as a result of interest or exchange rate changes that materially exceed normal changes in value attributable to interest or exchange rate changes.

Investment Securities; Derivatives. The Company Capstone Parties and their Subsidiaries have good title to all securities and commodities owned by them (except those sold under repurchase agreements), free and clear of any Liens, except to the extent such securities or commodities are pledged in the ordinary course of business to secure obligations of the Company Capstone Parties and their Subsidiaries. Such securities and commodities are valued on the books of the Company Capstone Parties and their Subsidiaries in accordance with GAAP. The Company Capstone Parties and their Subsidiaries employ investment, securities, commodities, risk management, and other similar policies, practices, and procedures that the Company Parties and their Subsidiaries reasonably believe are prudent and reasonable in the context of their respective businesses, and prior to the date of this Agreement, the Company Capstone Parties have made available to BancShares the SmartFinancial Parties true, correct, and complete copies of or the material terms of such policies, practices, and procedures. Except for restrictions that exist for securities that are classified as “held to maturity,” or that are pledged to other Persons, none of the investment securities held by the Company Bancshares or the Bank Capstone or any of their Subsidiaries are subject to any restriction (whether contractual, statutory, or otherwise) that would reasonably be expected to could materially impair the ability of the entity holding such investment securities freely to dispose of such investment securities at any time. Neither Except as set forth on Schedule 4.2(aa) of the Company Capstone Disclosure Memorandum, neither Bancshares nor the Bank Capstone nor any of their Subsidiaries is a party to or has agreed to enter into any exchange-traded or over-the-counter equity, interest rate, foreign exchange, or other swap, forward, future, option, cap, floor, or collar, or any other Contract that is a derivative contract (including various combinations thereof), or owns securities that (i) are referred to generically as “structured notes,” “high risk mortgage derivatives,” “capped floating rate notes,” or “capped floating rate mortgage derivatives” or (ii) are likely to have changes in value as a result of interest or exchange rate changes that materially exceed normal changes in value attributable to interest or exchange rate changes.