Common use of Loan Matters Clause in Contracts

Loan Matters. (i) All Loans made, originated, or held by SmartFinancial or SmartBank or any of their Subsidiaries (collectively, the “SmartBank Loans”) (A) were made or originated for good, valuable, and adequate consideration in the ordinary course of business and (B) were solicited and originated, and are and have been administered and, where applicable, serviced, and the relevant Loan files are being and have been maintained, (1) in accordance in all material respects with the relevant notes or other credit or security documents, (2) in accordance in all material respects with the applicable underwriting and servicing standards of Smart Bank (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), and (3) in accordance with all applicable Laws, except, as it relates to clause (3) only, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on SmartFinancial. To the Knowledge of SmartFinancial, none of such SmartBank Loans are subject to any defenses, setoffs, or counterclaims, including without limitation any of such as are afforded by usury or truth in lending Laws, subject, however, to the Enforceability Exceptions. The notes or other evidences of indebtedness evidencing the SmartBank Loans and all pledges, mortgages, deeds of trust, and other collateral documents and security agreements related thereto are legal, valid, binding, and enforceable (except as enforceability may be limited by the Enforceability Exceptions). (ii) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on SmartFinancial, neither the terms of any Loan held, originated, made, administered, or serviced by SmartFinancial or SmartBank or any of their Subsidiaries, any of the documentation for any such Loan, the manner in which any such Loan has been administered or serviced, nor SmartFinancial’s or SmartBank’s or their Subsidiaries’ practices of approving or rejecting Loan applications violate any Law applicable thereto, including without limitation the Truth in Lending Act of 1968, as amended; Regulation B, Regulation O, and Regulation Z of the Federal Reserve; the CRA; the Equal Credit Opportunity Act, as amended; and any applicable federal or state Laws relating to consumer protection, installment sales, or usury. (iii) SmartBank’s allowance for loan and lease losses is, and shall be as of the Effective Time, (A) in compliance in all material respects with SmartBank’s existing methodology for determining the adequacy of its allowance for loan and lease losses as well as the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and (B) adequate to meet all reasonably anticipated loan and lease losses, net of recoveries related to loans previously charged off, as of such dates. (iv) Set forth on Schedule 5.2(x)(iv) of the SmartFinancial Disclosure Memorandum is a true, correct, and complete listing, as of November 30, 2018, by account of (A) each borrower, customer, or other Person who has notified SmartBank during the past 12 months of, or has asserted against SmartBank, any “lender liability” or similar claim; (B) all Loans of SmartBank (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “special mention,” “substandard,” “doubtful,” “loss,” or words of similar import, (4) that constitute troubled debt restructurings, or (5) where a specific reserve allocation exists in connection therewith; and (C) all assets classified by SmartBank as real estate acquired through foreclosure or in lieu of foreclosure, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure, in each case including the book value thereof as of November 30, 2018. (v) Each Loan held by SmartFinancial or SmartBank or their Subsidiaries (A) is evidenced by notes, agreements, or other evidences of indebtedness that are true, genuine, and what they purport to be, (B) to the extent secured, has been secured by valid Liens which have been perfected and (C) is a legal, valid, and binding obligation of the obligor named therein, enforceable in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions. (vi) To the Knowledge of SmartFinancial, there are no material oral modifications or amendments related to any Loans held by SmartFinancial or SmartBank or their Subsidiaries that are not reflected in the written records of SmartFinancial or SmartBank or their Subsidiaries. All Loans held by SmartFinancial or SmartBank or their Subsidiaries are owned by SmartFinancial or SmartBank or their Subsidiaries free and clear of any Liens, except for Liens on Loans granted to the Federal Reserve or Federal Home Loan Bank of Cincinnati. No claims of defense as to the enforcement of any Loan held by SmartFinancial or SmartBank or their Subsidiaries have been asserted in writing against SmartFinancial or SmartBank or their Subsidiaries for which there is a reasonable possibility of an adverse determination. None of the Loans held by SmartFinancial or SmartBank or their Subsidiaries are presently serviced by third parties, and there is no obligation which would reasonably be expected to result in any such Loan becoming subject to any third party servicing. (vii) The SmartFinancial Parties are not, and have not been since January 1, 2016, subject to any material fine, suspension, or settlement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity relating to the origination, sale, or servicing of mortgage or consumer Loans.

Loan Matters. (i) All Loans made, originated, or held by SmartFinancial the Company or SmartBank the Bank or any of their Subsidiaries (collectively, the “SmartBank Bank Loans”) (A) were made or originated for good, valuable, and adequate consideration in the ordinary course of business and (B) were solicited and originated, and are and have been administered and, where applicable, serviced, and the relevant Loan files are being and have been maintained, (1) in accordance in all material respects with the relevant notes or other credit or security documents, (2) in accordance in all material respects with the applicable underwriting and servicing standards of Smart the Bank (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), and (3) in accordance with all applicable Laws, except, as it relates to clause (3) only, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on SmartFinancialthe Company. To the Knowledge of SmartFinancialthe Company, none of such SmartBank Bank Loans are subject to any defenses, setoffs, or counterclaims, including without limitation any of such as are afforded by usury or truth in lending Laws, subject, however, to the Enforceability Exceptions. The notes or other evidences of indebtedness evidencing the SmartBank Bank Loans and all pledges, mortgages, deeds of trust, and other collateral documents and security agreements related thereto are legal, valid, binding, and enforceable (except as enforceability may be limited by the Enforceability Exceptions). (ii) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on SmartFinancialthe Company, neither the terms of any Loan held, originated, made, administered, or serviced by SmartFinancial the Company or SmartBank the Bank or any of their Subsidiaries, any of the documentation for any such Loan, the manner in which any such Loan has been administered or serviced, nor SmartFinancialthe Company’s or SmartBankthe Bank’s or their Subsidiaries’ practices of approving or rejecting Loan applications violate any Law applicable thereto, including without limitation the Truth in Lending Act of 1968, as amended; Regulation B, Regulation O, and Regulation Z of the Federal Reserve; the CRA; the Equal Credit Opportunity Act, as amended; and any applicable federal or state Laws relating to consumer protection, installment sales, or usury. (iii) SmartBank’s The Company Parties’ allowance for loan and lease losses is, and shall be as of the Effective Time, (A) in compliance in all material respects with SmartBank’s their existing methodology for determining the adequacy of its their allowance for loan and lease losses as well as the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and (B) adequate to meet all reasonably anticipated loan and lease losses, net of recoveries related to loans previously charged off, as of such dates. (iv) None of the Contracts pursuant to which the Company or the Bank or any of their Subsidiaries has sold Loans or pools of Loans, or participations in Loans or pools of Loans, contain any Liability on the part of the Company or the Bank or any of their Subsidiaries to repurchase such Loans or interests therein. (v) Set forth on Schedule 5.2(x)(iv4.2(x)(v) of the SmartFinancial Company Disclosure Memorandum is a true, correct, and complete list of all Loans, as of the date hereof, by the Company or the Bank or any of their Subsidiaries to any director, executive officer, or principal shareholder (as such terms are defined in Regulation O) of the Company or the Bank or any of their Subsidiaries. (vi) Set forth on Schedule 4.2(x)(vi) of the Company Disclosure Memorandum is a true, correct, and complete listing, as of November March 30, 20182019, by account of (A) each borrower, customer, or other Person who has notified SmartBank the Company or the Bank or any of their Subsidiaries during the past 12 months of, or has asserted against SmartBankthe Company or the Bank or any of their Subsidiaries, any “lender liability” or similar claim; (B) all Loans of SmartBank the Company or the Bank or their Subsidiaries (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “special mention,” “substandard,” “doubtful,” “loss,” or words of similar import, (4) that constitute troubled debt restructurings, or (5) where a specific reserve allocation exists in connection therewith; and (C) all assets classified by SmartBank the Company or the Bank or any of their Subsidiaries as real estate acquired through foreclosure or in lieu of foreclosure, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure, in each case including the book value thereof as of November 30March 31, 20182019. (vvii) Each Loan held by SmartFinancial the Company or SmartBank the Bank or their Subsidiaries (A) is evidenced by notes, agreements, or other evidences of indebtedness that are true, genuine, and what they purport to be, (B) to the extent secured, has been secured by valid Liens which have been perfected and (C) is a legal, valid, and binding obligation of the obligor named therein, enforceable in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions. (viviii) To the Knowledge of SmartFinancialthe Company, there are no material oral modifications or amendments related to any Loans held by SmartFinancial the Company or SmartBank the Bank or any of their Subsidiaries that are not reflected in the written records of SmartFinancial or SmartBank the Company Parties or their Subsidiaries. All Loans held by SmartFinancial the Company or SmartBank the Bank or their Subsidiaries are owned by SmartFinancial or SmartBank the Company Parties or their Subsidiaries free and clear of any Liens, except for Liens on Loans granted to the Federal Reserve or Federal Home Loan Bank of CincinnatiAtlanta. No claims of defense as to the enforcement of any Loan held by SmartFinancial the Company or SmartBank the Bank or their Subsidiaries have been asserted in writing against SmartFinancial or SmartBank the Company Parties or their Subsidiaries for which there is a reasonable possibility of an adverse determination. None of the Loans held by SmartFinancial the Company or SmartBank the Bank or their Subsidiaries are presently serviced by third parties, and there is no obligation which would reasonably be expected to result in any such Loan becoming subject to any third party servicing. (viiix) The SmartFinancial Parties are not, and have not Neither the Company nor the Bank nor any of their Subsidiaries is now or has been since January 1, 2016, subject to any material fine, suspension, or settlement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity relating to the origination, sale, or servicing of mortgage or consumer Loans.

Loan Matters. (i) All Loans made, originated, or held by SmartFinancial the Company or SmartBank the Bank or any of their Subsidiaries (collectively, the “SmartBank Bank Loans”) (A) were made or originated for good, valuable, and adequate consideration in the ordinary course of business and (B) were solicited and originated, and are and have been administered and, where applicable, serviced, and the relevant Loan files are being and have been maintained, (1) in accordance in all material respects with the relevant notes or other credit or security documents, (2) in accordance in all material respects with the applicable underwriting and servicing standards of Smart the Bank (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), and (3) in accordance with all applicable Laws, except, as it relates to clause (3) only, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on SmartFinancialthe Company. To the Knowledge of SmartFinancialthe Company, none of such SmartBank Bank Loans are subject to any defenses, setoffs, or counterclaims, including without limitation any of such as are afforded by usury or truth in lending Laws, subject, however, to the Enforceability Exceptions. The notes or other evidences of indebtedness evidencing the SmartBank Bank Loans and all pledges, mortgages, deeds of trust, and other collateral documents and security agreements related thereto are legal, valid, binding, and enforceable (except as enforceability may be limited by the Enforceability Exceptions). (ii) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on SmartFinancialthe Company, neither the terms of any Loan held, originated, made, administered, or serviced by SmartFinancial the Company or SmartBank the Bank or any of their Subsidiaries, any of the documentation for any such Loan, the manner in which any such Loan has been administered or serviced, nor SmartFinancialthe Company’s or SmartBankthe Bank’s or their Subsidiaries’ practices of approving or rejecting Loan applications violate any Law applicable thereto, including without limitation the Truth in Lending Act of 1968, as amended; Regulation B, Regulation O, and Regulation Z of the Federal Reserve; the CRA; the Equal Credit Opportunity Act, as amended; and any applicable federal or state Laws relating to consumer protection, installment sales, or usury. (iii) SmartBank’s The Entegra Parties’ allowance for loan and lease losses is, and shall be as of the Effective Time, (A) in compliance in all material respects with SmartBank’s their existing methodology for determining the adequacy of its their allowance for loan and lease losses as well as the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and (B) adequate to meet all reasonably anticipated loan and lease losses, net of recoveries related to loans previously charged off, as of such dates. (iv) None of the Contracts pursuant to which the Company or the Bank or any of their Subsidiaries has sold Loans or pools of Loans, or participations in Loans or pools of Loans, contain any Liability on the part of the Company or the Bank or any of their Subsidiaries to repurchase such Loans or interests therein. (v) Set forth on Schedule 5.2(x)(iv4.2(x)(v) of the SmartFinancial Entegra Disclosure Memorandum is a true, correct, and complete list of all Loans, as of the date hereof, by the Company or the Bank or any of their Subsidiaries to any director, executive officer, or principal shareholder (as such terms are defined in Regulation O) of the Company or the Bank or any of their Subsidiaries. (vi) Set forth on Schedule 4.2(x)(vi) of the Entegra Disclosure Memorandum is a true, correct, and complete listing, as of November 30, 2018, by account of (A) each borrower, customer, or other Person who has notified SmartBank the Company or the Bank or any of their Subsidiaries during the past 12 months of, or has asserted against SmartBankthe Company or the Bank or any of their Subsidiaries, any “lender liability” or similar claim; (B) all Loans of SmartBank the Company or the Bank or their Subsidiaries (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “special mention,” “substandard,” “doubtful,” “loss,” or words of similar import, (4) that constitute troubled debt restructurings, or (5) where a specific reserve allocation exists in connection therewith; and (C) all assets classified by SmartBank the Company or the Bank or any of their Subsidiaries as real estate acquired through foreclosure or in lieu of foreclosure, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure, in each case including the book value thereof as of November 30, 2018. (vvii) Each Loan held by SmartFinancial the Company or SmartBank the Bank or their Subsidiaries (A) is evidenced by notes, agreements, or other evidences of indebtedness that are true, genuine, and what they purport to be, (B) to the extent secured, has been secured by valid Liens which have been perfected and (C) is a legal, valid, and binding obligation of the obligor named therein, enforceable in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions. (viviii) To the Knowledge of SmartFinancialthe Company, there are no material oral modifications or amendments related to any Loans held by SmartFinancial the Company or SmartBank the Bank or any of their Subsidiaries that are not reflected in the written records of SmartFinancial or SmartBank the Entegra Parties or their Subsidiaries. All Loans held by SmartFinancial the Company or SmartBank the Bank or their Subsidiaries are owned by SmartFinancial or SmartBank the Entegra Parties or their Subsidiaries free and clear of any Liens, except for Liens on Loans granted to the Federal Reserve or Federal Home Loan Bank of CincinnatiAtlanta. No claims of defense as to the enforcement of any Loan held by SmartFinancial the Company or SmartBank the Bank or their Subsidiaries have been asserted in writing against SmartFinancial or SmartBank the Entegra Parties or their Subsidiaries for which there is a reasonable possibility of an adverse determination. None of the Loans held by SmartFinancial the Company or SmartBank the Bank or their Subsidiaries are presently serviced by third parties, and there is no obligation which would reasonably be expected to result in any such Loan becoming subject to any third party servicing. (viiix) The SmartFinancial Parties are not, and have not Neither the Company nor the Bank nor any of their Subsidiaries is now or has been since January 1, 2016, subject to any material fine, suspension, or settlement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity relating to the origination, sale, or servicing of mortgage or consumer Loans.

Loan Matters. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Company, each loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) in which the Company or any Subsidiary of Company is a creditor (collectively, “Loans”) currently outstanding (i) All Loans madeis evidenced by notes, originatedagreements or other evidences of indebtedness that are true, or held genuine and what they purport to be, (ii) to the extent secured, has been secured by SmartFinancial or SmartBank or any of their Subsidiaries (collectively, the “SmartBank Loans”) (A) were made or originated for good, valuable, and adequate consideration in the ordinary course of business valid Liens which have been perfected and (Biii) to the Knowledge of Company, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (subject to the Bankruptcy and Equity Exception). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable laws at the time of origination or purchase by Company or its Subsidiaries. (b) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and are is and have has been administered and, where applicable, serviced, and the relevant Loan files are being and have been maintained, (1) maintained in accordance in all material respects with the relevant notes or other credit or security documents, (2) in accordance in all material respects with the applicable documents and Company’s written underwriting and servicing standards of Smart Bank (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), and (3) in accordance with all applicable Laws, except, each case except for such exceptions as it relates to clause (3) only, as has not had and would not reasonably be expected to haveexpected, individually or in the aggregate, aggregate to have a Material Adverse Effect on SmartFinancial. To the Knowledge of SmartFinancial, none of such SmartBank Loans are subject to any defenses, setoffs, or counterclaims, including without limitation any of such as are afforded by usury or truth in lending Laws, subject, however, to the Enforceability Exceptions. The notes or other evidences of indebtedness evidencing the SmartBank Loans and all pledges, mortgages, deeds of trustCompany, and other collateral documents and security agreements related thereto are legal, valid, binding, and enforceable (except as enforceability may be limited by the Enforceability Exceptions). (ii) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on SmartFinancial, neither the terms of any Loan held, originated, made, administered, or serviced by SmartFinancial or SmartBank or any of their Subsidiaries, any of the documentation for any such Loan, the manner in which any such Loan has been administered or serviced, nor SmartFinancial’s or SmartBank’s or their Subsidiaries’ practices of approving or rejecting Loan applications violate any Law applicable thereto, including without limitation the Truth in Lending Act of 1968, as amended; Regulation B, Regulation O, and Regulation Z of the Federal Reserve; the CRA; the Equal Credit Opportunity Act, as amended; and any applicable federal or state Laws relating to consumer protection, installment sales, or usury. (iii) SmartBank’s allowance for loan and lease losses is, and shall be as of the Effective Time, (A) in compliance in all material respects with SmartBank’s existing methodology for determining all applicable requirements of applicable law. (c) None of the adequacy agreements pursuant to which Company or any of its allowance 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 or to pursue any other form of recourse against Company or any of its Subsidiaries solely on account of a payment default by the obligor on any such Loan. (d) Company has Previously Disclosed to Purchaser all claims for loan repurchases by Company or any of its Subsidiaries of home mortgage loans that were sold to third parties by Company and lease losses as well as the standards established by applicable Governmental Entities its Subsidiaries between January 1, 2006 and the Financial Accounting Standards Board and (B) adequate to meet all reasonably anticipated loan and lease lossesdate hereof that are outstanding or threatened, net of recoveries related to loans previously charged offin each case, as of such datesthe date hereof. (ive) Set forth on Schedule 5.2(x)(ivSection 3.25(e) of the SmartFinancial Company Disclosure Memorandum is Schedule sets forth a true, correct, and complete listing, list of (i) each Loan that as of November 30March 31, 2018, by account 2012 had an outstanding balance and/or unfunded commitment of $500,000 or more and that as of such date (A) each borrower, customer, or other Person who has notified SmartBank during the past 12 months of, or has asserted against SmartBank, any “lender liability” or similar claim; (B) all Loans of SmartBank (1) that are was contractually past due 90 days or more in the payment of principal and/or interestinterest or was in default of any other material provision, (2B) that are was on non-accrual status, (3C) that are was classified as “special mention,” “substandard,” “doubtful,” “loss,” “classified,” “criticized,” “credit risk assets,” “concerned loans,” “watch list,” “impaired” or “special mention” (or words of similar import) by Company, any of its Subsidiaries or any Governmental Entity (each a “Special Mention Loan”), (4D) that constitute troubled debt restructuringsas to which a reasonable doubt exists as to the timely future collectibility of principal and/or interest, whether or not interest is still accruing or the Loans are less than 90 days past due, (5E) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, (F) where a specific reserve allocation exists in connection therewith; therewith or (G) which is required to be accounted for as a troubled debt restructuring in accordance with ASC 310-40, and (Cii) all assets each asset of Company or any of its Subsidiaries that as of March 31, 2012 was classified by SmartBank as “other real estate acquired through foreclosure owned,” “other repossessed assets” or in lieu of foreclosureas an asset to satisfy Loans, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure, in each case including the book value thereof as of November 30such date. For each loan identified in accordance with the immediately preceding sentence, 2018Section 3.25(e) of the Company Disclosure Schedule sets forth the outstanding balance, including accrued and unpaid interest, on each such Loan and the identity of the borrower thereunder as of March 31, 2012. (vf) Each Loan held Company’s allowance for loan losses as of March 31, 2012, is in compliance with (i) Company’s existing methodology for determining the adequacy of its allowance for loan losses and (ii) the standards established by SmartFinancial or SmartBank or their Subsidiaries (A) is evidenced by notes, agreements, or other evidences of indebtedness that are true, genuineapplicable Governmental Entities and the Financial Accounting Standards Board, and what they purport to be, (B) to the extent secured, has been secured by valid Liens which have been perfected and (C) is a legal, valid, and binding obligation adequate under all of the obligor named therein, enforceable in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptionssuch standards. (vig) To Section 3.25(g) of the Knowledge Company Disclosure Schedule sets forth a list of SmartFinancialall Loans as of the date of this Agreement by Company or any of its Subsidiaries to any directors, there officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of Company or any of its Subsidiaries. There are no material oral modifications employee, officer, director or amendments related to any other affiliate Loans held by SmartFinancial or SmartBank or their Subsidiaries on which the borrower is paying a rate other than that are not reflected in the written records note or other relevant credit or security agreement or on which the borrower is paying a rate which was not in compliance with Regulation O, and all such Loans are and were originated in compliance in all material respects with all applicable Laws. (h) Each of SmartFinancial or SmartBank or their the Company and each of its Subsidiaries. All Loans held , as applicable, is approved by SmartFinancial or SmartBank or their Subsidiaries are owned and is in good standing: (1) as a supervised mortgagee by SmartFinancial or SmartBank or their Subsidiaries free the Department of Housing and clear Urban Development to originate and service Title I FHA mortgage loans; (2) as a GNMA I and II Issuer by the Government National Mortgage Association; (3) by the Department of any Liens, except for Liens on Loans granted Veteran’s Affairs (“VA”) to originate and service VA loans; and (4) as a seller/servicer by the Federal Reserve or National Mortgage Association and the Federal Home Loan Bank of Cincinnati. No claims of defense Mortgage Corporation to originate and service conventional residential mortgage Loans (each such entity being referred to herein as to an “Agency” and, collectively, the enforcement of any Loan held by SmartFinancial or SmartBank or their Subsidiaries have been asserted “Agencies”). (i) Except as set forth in writing against SmartFinancial or SmartBank or their Subsidiaries for which there is a reasonable possibility of an adverse determination. None Section 3.25(i) of the Loans held by SmartFinancial or SmartBank or their Company Disclosure Schedule, neither the Company nor any of its Subsidiaries are presently serviced by third partiesis now nor has it ever been since December 31, and there is no obligation which would reasonably be expected to result in any such Loan becoming 2010 subject to any third party servicing. (vii) The SmartFinancial Parties are not, and have not been since January 1, 2016, subject to any material fine, suspension, settlement or settlement other Contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Agency relating to the origination, sale, sale or servicing of mortgage or consumer Loans. Neither the Company nor any of its Subsidiaries has received any notice, nor does it have any reason to believe as of the date of this Agreement, that any Agency proposes to limit or terminate the underwriting authority of the Company or any of its Subsidiaries or to increase the guarantee fees payable to any such Governmental Entity or Agency. (j) To the Knowledge of the Company, each Loan included in a pool of Loans originated, acquired or serviced by the Company or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable laws, rules and regulations, except where the time for certification or recertification has not yet expired. To the Knowledge of the Company, no Pools have been improperly certified, and no Loan has been bought out of a Pool without all required approvals of the applicable investors. (k) Since December 31, 2008, each of the Company and each of its Subsidiaries has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated by the Company or any of its Subsidiaries satisfied: (1) all applicable Laws with respect to the origination, insuring, purchase, sale, pooling, servicing, subservicing, loan modification, loss mitigation or filing of claims in connection with such mortgage loans, including, to the extent applicable, all Laws relating to real estate settlement procedures, consumer credit protection, truth in lending Laws, usury limitations, fair housing, transfers of servicing, collection practices, equal credit opportunity and adjustable rate mortgages, in each case applicable as of the time of such origination, processing, underwriting or credit approval; (2) the responsibilities and obligations relating to such mortgage loans set forth in any Contract between the Company or any of its Subsidiaries and any Agency, loan investor or insurer; (3) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, loan investor or insurer, in each case applicable as of the time of such origination, processing, underwriting or credit approval; and (4) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each such mortgage loan; in each case applicable as of the time of such origination, processing, underwriting or credit approval, and in each case but for such exceptions as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Company. (l) The electronic data files delivered by Company to Purchaser with respect to all outstanding Loans as of each of March 31, 2012 are true, correct and complete in all material respects as of their respective dates. (m) Since December 31, 2008, no loan investor representing greater than 30% of the purchased volume for any calendar year has indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with laws. (n) Since December 31, 2008, the Company and its Subsidiaries have not engaged in, and, to the Knowledge of the Company, no third-party vendors (including outside law firms and other third-party foreclosure services providers, collectively, the “Mortgage Vendors”) used by the Company or by any of its Subsidiaries has engaged in, directly or indirectly, (1) any foreclosures in material violation of any applicable Law, including but not limited to the Servicemembers Civil Relief Act, or in material breach of any binding Regulatory Agreement or (2) the conduct referred to as “robo-signing” or any other similar conduct of approving or notarizing documents relating to mortgage loans that do not comply with any applicable Law in all material respects. (o) Each of the Company and each of its Subsidiaries, and, to the Knowledge of the Company, the Mortgage Vendors, is and has been in compliance in all material respects with the standards of conduct set forth in the several Consent Orders, dated April 13, 2011, issued by the Office of the Comptroller of the Currency in connection with its interagency horizontal review of major residential mortgage services. (p) Since December 31, 2008, Company has not foreclosed upon, or taken a deed or title to, any real estate (other than single-family residential properties) without complying in all material respects with all applicable FDIC environmental due diligence standards (including FDIC Bulletin FIL-14-93, and update FIL-98-2006) or foreclosed upon, or taken a deed or title to, any such real estate if the environmental assessment indicates the liabilities under Environmental Laws are likely in excess of the asset’s value.

Loan Matters. (i) All Loans made, originated, or held by SmartFinancial or SmartBank or any of their Subsidiaries (collectively, the “SmartBank Loans”a) (A) were made There are no loans, loan agreements, notes or originated for goodborrowing arrangements or other extensions of credit (including leases, valuablecredit enhancements, commitments, guarantees and adequate consideration interest-bearing assets) in which Xxxxxx or any of its Subsidiaries is a creditor (“Loans”) to any directors, executive officers and principal shareholders (as such terms are defined in the ordinary course Federal Reserve’s Regulation O (12 C.F.R. Part 215)) of business Xxxxxx or any of its Subsidiaries on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was below market at the time the Loan was originated and (B) there are no such Loans that were not originated in compliance in all material respects with all applicable laws. (b) The outstanding Loans were solicited and originated, and are and have been administered and, where applicable, serviced, and the relevant Loan files are being and have been maintained, (1) in accordance in all material respects in accordance with the relevant notes or other credit or security documents, (2) in accordance in all material respects with the applicable Xxxxxx’x written underwriting standards and servicing standards of Smart Bank (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), and (3) in accordance with all applicable Laws, except, requirements of laws. (c) Except as it relates to clause (3) only, as has not had and would not reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect on SmartFinancial. To the Knowledge of SmartFinancial, none of such SmartBank Loans are subject to any defenses, setoffs, or counterclaims, including without limitation any of such as are afforded by usury or truth in lending Laws, subject, however, to the Enforceability Exceptions. The notes or other evidences of indebtedness evidencing the SmartBank Loans and all pledges, mortgages, deeds of trust, and other collateral documents and security agreements related thereto are legal, valid, binding, and enforceable (except as enforceability may be limited by the Enforceability Exceptions). (ii) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on SmartFinancial, neither the terms of any Loan held, originated, made, administered, or serviced by SmartFinancial or SmartBank or any of their Subsidiaries, any of the documentation for any such LoanXxxxxx, the manner in which any such Loan has been administered or serviced, nor SmartFinancial’s or SmartBank’s or their Subsidiaries’ practices of approving or rejecting Loan applications violate any Law applicable thereto, including without limitation the Truth in Lending Act of 1968, as amended; Regulation B, Regulation O, and Regulation Z of the Federal Reserve; the CRA; the Equal Credit Opportunity Act, as amended; and any applicable federal or state Laws relating to consumer protection, installment sales, or usury. outstanding Loans (iiii) SmartBank’s allowance for loan and lease losses is, and shall be as of the Effective Time, (A) in compliance in all material respects with SmartBank’s existing methodology for determining the adequacy of its allowance for loan and lease losses as well as the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and (B) adequate to meet all reasonably anticipated loan and lease losses, net of recoveries related to loans previously charged off, as of such dates. (iv) Set forth on Schedule 5.2(x)(iv) of the SmartFinancial Disclosure Memorandum is a true, correct, and complete listing, as of November 30, 2018, by account of (A) each borrower, customer, or other Person who has notified SmartBank during the past 12 months of, or has asserted against SmartBank, any “lender liability” or similar claim; (B) all Loans of SmartBank (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “special mention,” “substandard,” “doubtful,” “loss,” or words of similar import, (4) that constitute troubled debt restructurings, or (5) where a specific reserve allocation exists in connection therewith; and (C) all assets classified by SmartBank as real estate acquired through foreclosure or in lieu of foreclosure, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure, in each case including the book value thereof as of November 30, 2018. (v) Each Loan held by SmartFinancial or SmartBank or their Subsidiaries (A) is evidenced by notes, agreements, agreements or other evidences of indebtedness that are true, genuine, genuine and what they purport to be, (Bii) to the extent secured, has have been secured by valid Liens which have been perfected and (Ciii) is a are legal, valid, valid and binding obligation obligations of the obligor obligors named therein, enforceable in accordance with its their terms, except as enforceability may be limited by the Enforceability Exceptions. (vi) To the Knowledge of SmartFinancial, there are no material oral modifications or amendments related to any Loans held by SmartFinancial or SmartBank or their Subsidiaries that are not reflected in the written records of SmartFinancial or SmartBank or their Subsidiaries. All Loans held by SmartFinancial or SmartBank or their Subsidiaries are owned by SmartFinancial or SmartBank or their Subsidiaries free and clear of any Liens, except for Liens on Loans granted to the Federal Reserve or Federal Home Loan Bank of Cincinnati. No claims of defense as to the enforcement of any Loan held by SmartFinancial or SmartBank or their Subsidiaries have been asserted in writing against SmartFinancial or SmartBank or their Subsidiaries for which there is a reasonable possibility of an adverse determination. None of the Loans held by SmartFinancial or SmartBank or their Subsidiaries are presently serviced by third parties, and there is no obligation which would reasonably be expected to result in any such Loan becoming subject to any third party servicing. (vii) The SmartFinancial Parties are not, and have not been since January 1, 2016, subject to any material fine, suspension, or settlement the Bankruptcy and Equity Exceptions. The notes or other administrative agreement credit or sanction by, security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable laws at the time of origination or any reduction purchase by Xxxxxx or its Subsidiaries and are complete and correct in any loan purchase commitment from, any Governmental Entity relating to the origination, sale, or servicing of mortgage or consumer Loansall material respects.

Loan Matters. (a) Each loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, letters of credit, guarantees and interest-bearing assets, interests in loan participations and assignments, customer liabilities on bankers acceptance and all other binding commitments and obligations to extend credit) in which Community or any Subsidiary of Community is a creditor (collectively, “Loans”) currently outstanding (i) All Loans madeis evidenced by notes, originatedagreements or other evidences of indebtedness that are true, or held genuine and what they purport to be, (ii) to the extent secured, is secured by SmartFinancial or SmartBank or a valid, perfected and enforceable Lien on the secured property having the priority described in Community’s records and the applicable security agreement and; (iii) contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for the realization against any collateral therefore, none of their Subsidiaries (collectively, the “SmartBank Loans”) (A) were made or originated for good, valuable, and adequate consideration in the ordinary course of business which has been waived by Community; and (Biv) to the Knowledge of Community, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (subject to the Bankruptcy and Equity Exception). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by Community or its Subsidiaries. (b) Each outstanding Loan was solicited and originated, and are is and have has been administered and, where applicable, serviced, and the relevant Loan files are being and have been maintained, (1) maintained in material accordance in all material respects with the relevant notes or other credit or security documents, (2) in accordance in all material respects with the applicable underwriting documents and servicing standards of Smart Bank (and, in the case of Loans held for resale to investors, the Community’s written underwriting standards, if any, of the applicable investors), and (3) in accordance with all applicable Laws, except, as it relates to clause (3) only, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on SmartFinancial. To the Knowledge of SmartFinancial, none of such SmartBank Loans are subject to any defenses, setoffs, or counterclaims, including without limitation any of such as are afforded by usury or truth in lending Laws, subject, however, to the Enforceability Exceptions. The notes or other evidences of indebtedness evidencing the SmartBank Loans and all pledges, mortgages, deeds of trust, and other collateral documents and security agreements related thereto are legal, valid, binding, and enforceable (except as enforceability may be limited by the Enforceability Exceptions). (ii) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on SmartFinancial, neither the terms of any Loan held, originated, made, administered, or serviced by SmartFinancial or SmartBank or any of their Subsidiaries, any of the documentation for any such Loan, the manner in which any such Loan has been administered or serviced, nor SmartFinancial’s or SmartBank’s or their Subsidiaries’ practices of approving or rejecting Loan applications violate any Law applicable thereto, including without limitation the Truth in Lending Act of 1968, as amended; Regulation B, Regulation O, and Regulation Z of the Federal Reserve; the CRA; the Equal Credit Opportunity Act, as amended; and any applicable federal or state Laws relating to consumer protection, installment sales, or usury. (iii) SmartBank’s allowance for loan and lease losses is, and shall be as of the Effective Time, (A) each case in compliance in all material respects with SmartBank’s existing methodology all applicable requirements of applicable Law and government programs. Each outstanding Loan is held by Community for determining the adequacy of its allowance investment and not for loan and lease losses as well as the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and (B) adequate to meet all reasonably anticipated loan and lease losses, net of recoveries related to loans previously charged off, as of such datessale. (ivc) Set forth on Schedule 5.2(x)(ivNone of the agreements pursuant to which Community or any of its Subsidiaries has sold or is servicing (i) Loans or pools of Loans or (ii) participations in Loans or pools of Loans, in each case, contains any obligation to repurchase such Loans or interests therein or to pursue any other form of recourse against Community or any of its Subsidiaries, other than any obligations of, or recourse against, Community or any of its Subsidiaries that arise, by the express terms of any such agreement, upon a breach or default by Community or any of its Subsidiaries of such agreement. (d) Section 4.26(d) of the SmartFinancial Community Disclosure Memorandum is Schedule sets forth a truelist of each Loan that as of December 31, correct2017, and complete listing, will set forth each Loan that as of November 30the Determination Date, 2018, by account of (i) (A) each borrower, customer, or other Person who has notified SmartBank during the past 12 months of, or has asserted against SmartBank, any “lender liability” or similar claim; (B) all Loans of SmartBank (1) that are was contractually past due 90 days or more in the payment of principal and/or interest, (2B) that are was on non-accrual status, (3C) that are was classified as “special mention,” “substandard,” “doubtful,” “loss,” “classified,” “criticized,” “credit risk assets,” “concerned loans,” “watch list,” “impaired” or “special mention” (or words of similar import) by Community, any of its Subsidiaries or any Governmental Authority (4D) that constitute troubled debt restructurings, or (5) where a specific reserve allocation exists existed in connection therewith; therewith or (E) was required to be accounted for as a troubled debt restructuring in accordance with ASC 310-40, (ii) each Loan that as of December 31, 2017 and as of the Determination Date had an outstanding balance and/or unfunded commitment of $50,000 or more and that as of such date as to which (A) a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the Loans are less than 90 days past due or (B) the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, and (Ciii) all assets each asset of Community or any of its Subsidiaries that as of December 31, 2017 and as of the Determination Date was classified by SmartBank as “other real estate acquired through foreclosure owned,” “other repossessed assets” or in lieu of foreclosureas an asset to satisfy Loans, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure, in each case including the book value thereof as of November 30such date. For each Loan identified in accordance with the immediately preceding sentence, 2018Section 4.26(e) of the Community Disclosure Schedule sets forth the outstanding balance, including accrued and unpaid interest, on each such Loan and the identity of the borrower thereunder as of December 31, 2017 and also will set forth such information as of the Determination Date. (ve) Each Loan held The allowance for loan losses reflected in reports by SmartFinancial or SmartBank or their Subsidiaries (A) is evidenced by notes, agreements, or other evidences Community to each Governmental Authority has been and will be established in compliance with the requirements of indebtedness that are true, genuineall regulatory criteria, and what they purport to be, (B) to the extent secured, allowance for loan losses shown in the Community Financial Statements has been secured by valid Liens which have been perfected and (C) is a legal, valid, will be established and binding obligation of the obligor named therein, enforceable maintained in accordance with its termsGAAP and applicable Law and in a manner consistent with Community’s internal policies. The allowance for loan losses reflected in such reports and the allowance for loan losses shown in the Community Financial Statements, except in the opinion of management, was or will be adequate as enforceability may be limited by of the Enforceability Exceptionsdates thereof. (vif) To Section 4.26(f) of the Knowledge Community Disclosure Schedule sets forth a list of SmartFinancialall Loans as of the date of this Agreement, there and will set forth a list of all Loans as of the Determination Date, by Community or any of its Subsidiaries to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Board of Governors of the Federal Reserve (12 C.F.R. Part 215)) of Community or any of its Subsidiaries. There are no material oral modifications employee, executive officer, director or amendments related to any other Affiliate Loans held by SmartFinancial or SmartBank or their Subsidiaries on which the borrower is paying a rate other than that are not reflected in the written records of SmartFinancial note or SmartBank other relevant credit or their Subsidiaries. All Loans held by SmartFinancial security agreement or SmartBank or their Subsidiaries are owned by SmartFinancial or SmartBank or their Subsidiaries free and clear of any Liens, except for Liens on Loans granted to which the Federal Reserve or Federal Home Loan Bank of Cincinnati. No claims of defense as to the enforcement of any Loan held by SmartFinancial or SmartBank or their Subsidiaries have been asserted borrower is paying a rate which was not in writing against SmartFinancial or SmartBank or their Subsidiaries for which there is a reasonable possibility of an adverse determination. None of the Loans held by SmartFinancial or SmartBank or their Subsidiaries are presently serviced by third partiescompliance with Regulation O, and there is no obligation which would reasonably be expected to result all such Loans are and were originated in any such Loan becoming subject to any third party servicingcompliance with all applicable Laws. (viig) The SmartFinancial Parties are not, and have not Neither Community nor any of its Subsidiaries is now nor has it ever been since January 1, 2016, 2016 subject to any material fine, suspension, settlement or settlement other Contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity Authority or agency relating to the origination, sale, sale or servicing of mortgage or consumer LoansLoans or Loans guaranteed by any governmental agency. (h) Since January 1, 2016, each of Community and each of its Subsidiaries has complied with in all material respects, and all documentation in connection with the origination, processing, underwriting and credit approval of any residential mortgage loan originated by Community or any of its Subsidiaries satisfied in all material respects: (i) all applicable Laws with respect to the origination, insuring, purchase, sale, pooling, servicing, subservicing, loan modification, loss mitigation or filing of claims in connection with such mortgage loans, including, to the extent applicable, all Laws relating to real estate settlement procedures, consumer credit protection, truth in lending Laws, usury limitations, fair housing, transfers of servicing, collection practices, equal credit opportunity and adjustable rate mortgages, in each case applicable as of the time of such origination, processing, underwriting or credit approval; (ii) the responsibilities and obligations relating to such mortgage loans set forth in any Contract between Community or any of its Subsidiaries and any agency, loan investor or insurer; (iii) the applicable rules, regulations, guidelines, procedures, handbooks and other requirements of any agency, loan investor or insurer, in each case applicable as of the time of such origination, processing, underwriting or credit approval; and (iv) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each such mortgage loan; in each case applicable as of the time of such origination, processing, underwriting or credit approval. (i) Since January 1, 2016, no loan investor has indicated in writing to Community or any of its Subsidiaries that it has terminated or intends to terminate its relationship with Community or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to Community’s or any of its Subsidiaries’ compliance with Laws. (j) Since January 1, 2016, Community and its Subsidiaries have not engaged in, and, to the Knowledge of Community, no third-party vendors (including outside law firms and other third-party foreclosure services providers) used by Community or by any of its Subsidiaries has engaged in, directly or indirectly, (i) any foreclosures in violation of any applicable Law, including but not limited to the Servicemembers Civil Relief Act, or in breach of any binding Regulatory Agreement or (ii) the conduct referred to as “robo-signing” or any other similar conduct of approving or notarizing documents relating to mortgage loans that do not comply with any applicable Law. (k) Since January 1, 2016, Community has not foreclosed upon, managed or taken a deed or title to, any real estate (other than single-family residential properties) without complying with all applicable FDIC environmental due diligence standards (including FDIC Bulletin FIL-14-93, and update FIL-98-2006) or foreclosed upon, managed or taken a deed or title to, any such real estate if the environmental assessment indicates the liabilities under Environmental Laws are likely in excess of the asset’s value.

Loan Matters. (i) No Loans have been made or originated or are held by Bancshares. All Loans made, originated, or held by SmartFinancial or SmartBank the Bank or any of their its Subsidiaries (collectively, the “SmartBank Bank Loans”) (A) were made or originated for good, valuable, and adequate consideration in the ordinary course of business and (B) were solicited and originated, and are and have been administered and, where applicable, serviced, and the relevant Loan files are being and have been maintainedbeing maintained in all material respects, in accordance with (1) in accordance in all material respects with the relevant notes or other credit or security documents, (2) in accordance in all material respects with the applicable underwriting and servicing standards of Smart the Bank (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), and (3) in accordance with all applicable Laws, except, as it relates to clause (3) only, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on SmartFinancial. To the Knowledge of SmartFinancialthe Bancshares Parties, none of such SmartBank the Bank Loans are subject to any defenses, setoffs, or counterclaims, including without limitation any of such as are afforded by usury or truth in lending Laws, subject, however, to the Enforceability Exceptions. The notes or other evidences of indebtedness evidencing the SmartBank Bank Loans and all pledges, mortgages, deeds of trust, and other collateral documents and security agreements related thereto are legal, valid, binding, and enforceable (except as enforceability may be limited by the Enforceability Exceptions). (ii) Except as has not had and would not reasonably be expected to have, individually or in set forth on Schedule 4.2(x)(ii) of the aggregate, a Material Adverse Effect on SmartFinancialBancshares Disclosure Memorandum, neither the terms of any Loan held, originated, made, administered, or serviced by SmartFinancial or SmartBank the Bank or any of their its Subsidiaries, any of the documentation for any such Loan, the manner in which any such Loan has been administered or serviced, nor SmartFinancialthe Bank’s or SmartBank’s or their its Subsidiaries’ practices of approving or rejecting Loan applications violate any Law applicable thereto, including without limitation the Truth in Lending Act of 1968, as amended; Regulation B, Regulation O, and Regulation Z of the Federal Reserve; the CRA; the Equal Credit Opportunity Act, as amended; and any applicable federal or state Laws relating to consumer protection, installment sales, or usury. (iii) SmartBank’s The Bancshares Parties’ allowance for loan and lease losses is, and shall be as of the Effective Time, (A) in compliance in all material respects with SmartBank’s their existing methodology for determining the adequacy of its their allowance for loan and lease losses as well as the standards established by applicable Governmental Entities and the Financial Accounting Standards Board Board, and (B) is and shall be adequate to meet under all reasonably anticipated loan and lease losses, net of recoveries related to loans previously charged off, as of such datesstandards. (iv) Except as set forth on Schedule 4.2(x)(iv) of the Bancshares Disclosure Memorandum, none of the Contracts pursuant to which the Bank or any of its Subsidiaries has sold Loans or pools of Loans, or participations in Loans or pools of Loans, contain any Liability on the part of Bancshares or the Bank or any of their Subsidiaries to repurchase such Loans or interests therein. (v) Set forth on Schedule 5.2(x)(iv4.2(x)(v) of the SmartFinancial Bancshares Disclosure Memorandum is a true, correct, and complete list of all Loans, as of the date hereof, by the Bank or any of its Subsidiaries to any director, executive officer, or principal shareholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of Bancshares or the Bank or any of their Subsidiaries. All such Loans are, and were originated, in compliance with all applicable Laws. (vi) Set forth on Schedule 4.2(x)(vi) of the Bancshares Disclosure Memorandum is a true, correct, and complete listing, as of November 30, 20182017, by account of (A) each borrower, customer, or other Person who has notified SmartBank Bancshares or the Bank or any of their Subsidiaries during the past 12 months of, or has asserted against SmartBankBancshares or the Bank or any of their Subsidiaries, any “lender liability” or similar claim; and (B) all Loans of SmartBank the Bank and its Subsidiaries (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “special mention,” “substandard,” “doubtful,” “loss,” or words of similar import, (4) that constitute troubled debt restructuringswhere the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the origination of the Loans due to concerns regarding the borrowers’ ability to pay in accordance with the Loans’ original terms, or (5) where a specific reserve allocation exists in connection therewith; and (C) all assets classified by SmartBank Bancshares or the Bank or any of their Subsidiaries as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure, in each case including the book value thereof as of November 30, 20182017. (vvii) Each Except as set forth on Schedule 4.2(x)(vii) of the Bancshares Disclosure Memorandum, each Loan held by SmartFinancial the Bank or SmartBank or their its Subsidiaries (A) is evidenced by notes, agreements, or other evidences of indebtedness that are true, genuine, and what they purport to be, (B) to the extent secured, has been secured by valid Liens which have been perfected and (C) is a legal, valid, and binding obligation of the obligor named therein, enforceable in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions. (viviii) To the Knowledge of SmartFinancial, there There are no material oral modifications or amendments related to any Loans held by SmartFinancial the Bank or SmartBank or their its Subsidiaries that are not reflected in the written records of SmartFinancial or SmartBank the Bancshares Parties or their Subsidiaries. All Loans held by SmartFinancial the Bank or SmartBank or their its Subsidiaries are owned by SmartFinancial the Bank or SmartBank or their its Subsidiaries free and clear of any Liens, except for Liens on Loans granted to the Federal Reserve or Federal Home Loan Bank of Cincinnati. No claims of defense as to the enforcement of any Loan held by SmartFinancial the Bank or SmartBank or their its Subsidiaries have been asserted in writing against SmartFinancial or SmartBank the Bancshares Parties or their Subsidiaries for which there is a reasonable possibility of an adverse determination. None of the Loans held by SmartFinancial the Bank or SmartBank or their its Subsidiaries are presently serviced by third parties, and there is no obligation which would reasonably be expected to could result in any such Loan becoming subject to any third party servicing. (viiix) The SmartFinancial Parties are not, and have not Neither Bancshares or the Bank nor any of their Subsidiaries is now or has been since January 1, 20162015, subject to any material fine, suspension, or settlement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity relating to the origination, sale, or servicing of mortgage or consumer Loans.

Loan Matters. (i) All Loans made, originated, or held by SmartFinancial or SmartBank Reliant, Reliant Bank, or any of their respective Subsidiaries (collectively, the “SmartBank Reliant Loans”) (A) were made or originated for good, valuable, and adequate consideration in the ordinary course of business and (B) were solicited and originated, and are and have been administered and, where applicable, serviced, and the relevant Loan files are being and have been maintained, (1) in accordance in all material respects with the relevant notes or other credit or security documents, (2) in accordance in all material respects with the applicable underwriting and servicing standards of Smart Reliant Bank (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), and (3) in accordance with all applicable Laws, except, as it relates to clause (3) only, as has had not had and would not reasonably be expected to have, either individually or in the aggregate, a Reliant Material Adverse Effect on SmartFinancial. To the Knowledge of SmartFinancial, none of such SmartBank Loans are subject to any defenses, setoffs, or counterclaims, including without limitation any of such as are afforded by usury or truth in lending Laws, subject, however, to the Enforceability ExceptionsEffect. The notes or other evidences of indebtedness evidencing the SmartBank Reliant Loans and all pledges, mortgages, deeds of trust, and other collateral documents and security agreements related thereto are legal, valid, binding, and enforceable (except as enforceability may be limited by the Enforceability Exceptions). (ii) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on SmartFinancial, neither the terms of any Loan held, originated, made, administered, or serviced by SmartFinancial or SmartBank or any of their Subsidiaries, any of the documentation for any such Loan, the manner in which any such Loan has been administered or serviced, nor SmartFinancial’s or SmartBank’s or their Subsidiaries’ practices of approving or rejecting Loan applications violate any Law applicable thereto, including without limitation the Truth in Lending Act of 1968, as amended; Regulation B, Regulation O, and Regulation Z of the Federal Reserve; the CRA; the Equal Credit Opportunity Act, as amended; and any applicable federal or state Laws relating to consumer protection, installment sales, or usury. (iii) SmartBankReliant Bank’s allowance for loan and lease losses is, and shall be as of the Effective Time, (A) in compliance in all material respects with SmartBank’s its existing methodology for determining the adequacy of its allowance for loan and lease losses as well as the standards established by applicable Governmental Entities and the Financial Accounting Standards Board Board, and (B) adequate to meet all reasonably anticipated loan is and lease losses, net of recoveries related to loans previously charged off, shall be as of the Effective Time adequate under all such datesstandards. (iviii) Set forth on Schedule 5.2(x)(iv) of the SmartFinancial Disclosure Memorandum is a trueExcept for such exceptions as are not and would not reasonably be expected to be, correct, and complete listing, as of November 30, 2018, by account of (A) each borrower, customer, either individually or other Person who has notified SmartBank during the past 12 months of, or has asserted against SmartBank, any “lender liability” or similar claim; (B) all Loans of SmartBank (1) that are contractually past due 90 days or more in the payment of principal and/or interestaggregate, (2) that are on non-accrual statusmaterial to the Reliant Parties, (3) that are classified as “special mention,” “substandard,” “doubtful,” “loss,” or words of similar import, (4) that constitute troubled debt restructurings, or (5) where a specific reserve allocation exists in connection therewith; and (C) all assets classified by SmartBank as real estate acquired through foreclosure or in lieu of foreclosure, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure, in each case including the book value thereof as of November 30, 2018. (v) Each Loan held by SmartFinancial or SmartBank or their Subsidiaries Reliant Bank (A) is evidenced by notes, agreements, or other evidences of indebtedness that that, to the Knowledge of Reliant, are true, genuine, and what they purport to be, (B) to the extent secured, has has, to the Knowledge of Reliant, been secured by valid Liens which have been perfected perfected, and (C) is a legal, valid, and binding obligation of the obligor named therein, enforceable in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions. (viiv) To the Knowledge of SmartFinancial, there are no material oral modifications or amendments related to any Loans held by SmartFinancial or SmartBank or their Subsidiaries that The Reliant Parties are not reflected in the written records of SmartFinancial or SmartBank or their Subsidiaries. All Loans held by SmartFinancial or SmartBank or their Subsidiaries are owned by SmartFinancial or SmartBank or their Subsidiaries free and clear of any Liens, except for Liens on Loans granted to the Federal Reserve or Federal Home Loan Bank of Cincinnati. No claims of defense as to the enforcement of any Loan held by SmartFinancial or SmartBank or their Subsidiaries have been asserted in writing against SmartFinancial or SmartBank or their Subsidiaries for which there is a reasonable possibility of an adverse determination. None of the Loans held by SmartFinancial or SmartBank or their Subsidiaries are presently serviced by third parties, and there is no obligation which would reasonably be expected to result in any such Loan becoming subject to any third party servicing. (vii) The SmartFinancial Parties are notnow, and have not been since January 1, 20162017, subject to any material fine, suspension, or settlement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity relating to the origination, sale, or servicing of mortgage or consumer Loans.

Loan Matters. (i) All Loans made, originated, or held by SmartFinancial the Company or SmartBank the Bank or any of their respective Subsidiaries (collectively, the “SmartBank Bank Loans”) (A) were made or originated for good, valuable, and adequate consideration in the ordinary course of business and (B) were solicited and originated, and are and have been administered and, where applicable, serviced, and the relevant Loan files are being and have been maintained, (1) in accordance in all material respects with the relevant notes or other credit or security documents, (2) in accordance in all material respects with the applicable underwriting and servicing standards of Smart the Bank (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), and (3) in accordance with all applicable Laws, except, as it relates to clause (3) only, as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on SmartFinancialthe Company. To the Knowledge of SmartFinancialthe Company, none of such SmartBank the Bank Loans are subject to any defenses, setoffs, or counterclaims, including without limitation any of such as are afforded by usury or truth in lending Laws, subject, however, to the Enforceability Exceptions. The notes or other evidences of indebtedness evidencing the SmartBank Bank Loans and all pledges, mortgages, deeds of trust, and other collateral documents and security agreements related thereto are legal, valid, binding, and enforceable (except as enforceability may be limited by the Enforceability Exceptions). (ii) Except as has not had and as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on SmartFinancialthe Company, neither the terms of any Loan held, originated, made, administered, or serviced by SmartFinancial the Company or SmartBank the Bank or any of their respective Subsidiaries, any of the documentation for any such Loan, the manner in which any such Loan has been administered or serviced, nor SmartFinancialthe Company’s or SmartBankthe Bank’s or their respective Subsidiaries’ practices of approving or rejecting Loan applications violate any Law applicable thereto, including without limitation the Truth in Lending Act of 1968, as amended; Regulation B, Regulation O, and Regulation Z of the Federal Reserve; the CRA; the Equal Credit Opportunity Act, as amended; and any applicable federal or state Laws relating to consumer protection, installment sales, or usury. (iii) SmartBank’s The First Advantage Parties’ allowance for loan and lease losses is, and shall be as of the Effective Time, (A) in compliance in all material respects with SmartBank’s their existing methodology for determining the adequacy of its their allowance for loan and lease losses as well as the standards established by applicable Governmental Entities and the Financial Accounting Standards Board Board, and (B) is and shall be adequate to meet under all reasonably anticipated loan and lease losses, net of recoveries related to loans previously charged off, as of such datesstandards. (iv) Except as set forth on Schedule 4.2(w)(iv) of the First Advantage Disclosure Memorandum, none of the Contracts pursuant to which the Company or the Bank or any of their respective Subsidiaries has sold Loans or pools of Loans, or participations in Loans or pools of Loans, contain any Liability on the part of the Company or the Bank or any of their respective Subsidiaries to repurchase such Loans or interests therein solely on account of a payment default by the obligors on such Loans other than in the case where there has been a material breach of a representation or warranty by the Company or the Bank. (v) Set forth on Schedule 5.2(x)(iv4.2(w)(v) of the SmartFinancial First Advantage Disclosure Memorandum is a true, correct, and complete list of all Loans, as of the date of this Agreement, by the Company or the Bank or any of their respective Subsidiaries to any director, executive officer, or principal shareholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company or the Bank or any of their respective Subsidiaries. All such Loans are, and were originated, in compliance with all applicable Laws in all material respects. (vi) Set forth on Schedule 4.2(w)(vi) of the First Advantage Disclosure Memorandum is a true, correct, and complete listing, as of November September 30, 20182019, by account of (A) each borrower, customer, or other Person who has notified SmartBank the Company or the Bank or any of their respective Subsidiaries during the past 12 months of, or has asserted against SmartBankthe Company or the Bank or any of their respective Subsidiaries, any “lender liability” or similar claim; (B) all Loans of SmartBank the Company and the Bank and their respective Subsidiaries (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “special mention,” “substandard,” “doubtful,” “loss,” or words of similar import, (4) that constitute troubled debt restructuringswhere the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the origination of the Loans due to concerns regarding the borrowers’ ability to pay in accordance with the Loans’ original terms, or (5) where a specific reserve allocation exists in connection therewith; and (C) all assets classified by SmartBank the Company or the Bank or any of their respective Subsidiaries as “Other Real Estate Owned” or real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure, in each case including the book value thereof as of November September 30, 20182019. (vvii) Each Loan held by SmartFinancial the Company or SmartBank the Bank or any of their respective Subsidiaries (A) is evidenced by notes, agreements, or other evidences of indebtedness that are true, genuine, and what they purport to be, (B) to the extent secured, has been secured by valid Liens which have been perfected perfected, and (C) is a legal, valid, and binding obligation of the obligor named therein, enforceable in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions. (viviii) To the Knowledge of SmartFinancial, there There are no material oral modifications or amendments related to any Loans held by SmartFinancial the Company or SmartBank the Bank or their respective Subsidiaries that are not reflected in the written records of SmartFinancial or SmartBank the First Advantage Parties or their respective Subsidiaries. All Loans held by SmartFinancial the Company or SmartBank the Bank or their respective Subsidiaries are owned by SmartFinancial or SmartBank the First Advantage Parties or their respective Subsidiaries free and clear of any Liens, except for Liens on Loans granted to the Federal Reserve Bank of Atlanta or to the Federal Home Loan Bank of CincinnatiCincinnati to secure advances therefrom. No claims of defense as to the enforcement of any Loan held by SmartFinancial the Company or SmartBank the Bank or their respective Subsidiaries have been asserted in writing against SmartFinancial or SmartBank the First Advantage Parties or their respective Subsidiaries for which there is a reasonable possibility of an adverse determination. None Except as set forth on Schedule 4.2(w)(viii), none of the Loans held by SmartFinancial the Company or SmartBank the Bank or their respective Subsidiaries are presently serviced by third parties, and there is no obligation which would reasonably be expected to could result in any such Loan becoming subject to any third third-party servicing. (viiix) The SmartFinancial Parties are not, and have not Neither the Company nor the Bank nor any of their respective Subsidiaries is now or has been since January 1, 20162017, subject to any material fine, suspension, or settlement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity relating to the origination, sale, or servicing of mortgage or consumer Loans.

Loan Matters. (i) All Loans made, originated, or held by SmartFinancial or SmartBank or any of their Subsidiaries (collectively, the “SmartBank Loans”) (A) were made or originated for good, valuable, and adequate consideration in the ordinary course of business and (B) were solicited and originated, and are and have been administered and, where applicable, serviced, and the relevant Loan files are being and have been maintained, (1) in accordance in all material respects with the relevant notes or other credit or security documents, (2) in accordance in all material respects with the applicable underwriting and servicing standards of Smart Bank (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), and (3) in accordance with all applicable Laws, except, Except as it relates to clause (3) only, as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on SmartFinancial. To the Knowledge of SmartFinancialCompany, none of such SmartBank Loans are subject to any defenseseach loan, setoffsloan agreement, note or counterclaimsborrowing arrangement (including leases, including without limitation any of such as are afforded by usury or truth credit enhancements, commitments, guarantees and interest-bearing assets) in lending Laws, subject, however, to which the Enforceability Exceptions. The notes or other evidences of indebtedness evidencing the SmartBank Loans and all pledges, mortgages, deeds of trust, and other collateral documents and security agreements related thereto are legal, valid, binding, and enforceable (except as enforceability may be limited by the Enforceability Exceptions). (ii) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on SmartFinancial, neither the terms of any Loan held, originated, made, administered, or serviced by SmartFinancial or SmartBank Company or any of their Subsidiaries, any Subsidiary of the documentation for any such Loan, the manner in which any such Loan has been administered or serviced, nor SmartFinancial’s or SmartBank’s or their Subsidiaries’ practices of approving or rejecting Loan applications violate any Law applicable thereto, including without limitation the Truth in Lending Act of 1968, as amended; Regulation B, Regulation O, and Regulation Z of the Federal Reserve; the CRA; the Equal Credit Opportunity Act, as amended; and any applicable federal or state Laws relating to consumer protection, installment sales, or usury. (iii) SmartBank’s allowance for loan and lease losses is, and shall be as of the Effective Time, (A) in compliance in all material respects with SmartBank’s existing methodology for determining the adequacy of its allowance for loan and lease losses as well as the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and (B) adequate to meet all reasonably anticipated loan and lease losses, net of recoveries related to loans previously charged off, as of such dates. (iv) Set forth on Schedule 5.2(x)(iv) of the SmartFinancial Disclosure Memorandum Company is a truecreditor (collectively, correct, and complete listing, as of November 30, 2018, by account of (A“Loans”) each borrower, customer, or other Person who has notified SmartBank during the past 12 months of, or has asserted against SmartBank, any “lender liability” or similar claim; (B) all Loans of SmartBank (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “special mention,” “substandard,” “doubtful,” “loss,” or words of similar import, (4) that constitute troubled debt restructurings, or (5) where a specific reserve allocation exists in connection therewith; and (C) all assets classified by SmartBank as real estate acquired through foreclosure or in lieu of foreclosure, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure, in each case including the book value thereof as of November 30, 2018. (v) Each Loan held by SmartFinancial or SmartBank or their Subsidiaries outstanding (A) is evidenced by notes, agreements, agreements or other evidences of indebtedness that are true, genuine, genuine and what they purport to be, (B) to the extent secured, has been secured by valid Liens which have been perfected and (C) to the Knowledge of the Company, is a legal, valid, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, except as enforceability may be limited terms (subject to the Bankruptcy and Equity Exception). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by the Enforceability ExceptionsCompany or its Subsidiaries. (viii) To the Knowledge of SmartFinancial, there are no material oral modifications or amendments related to any Loans held by SmartFinancial or SmartBank or their Subsidiaries that are Except as would not reflected in the written records of SmartFinancial or SmartBank or their Subsidiaries. All Loans held by SmartFinancial or SmartBank or their Subsidiaries are owned by SmartFinancial or SmartBank or their Subsidiaries free and clear of any Liens, except for Liens on Loans granted to the Federal Reserve or Federal Home Loan Bank of Cincinnati. No claims of defense as to the enforcement of any Loan held by SmartFinancial or SmartBank or their Subsidiaries have been asserted in writing against SmartFinancial or SmartBank or their Subsidiaries for which there is a reasonable possibility of an adverse determination. None of the Loans held by SmartFinancial or SmartBank or their Subsidiaries are presently serviced by third parties, and there is no obligation which would reasonably be expected to result have, either individually or in any such the aggregate, a Material Adverse Effect on the Company (including Loans held for resale to investors), each outstanding Loan becoming subject was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained in accordance with the relevant notes or other credit or security documents and the applicable written underwriting standards of the Company and the Company Subsidiaries (and, in the case of Loans held for resale to any third party servicinginvestors, the applicable underwriting standards, if any, of the applicable investors), in each case, with all applicable requirements of applicable Law. (viiiii) None of the agreements pursuant to which the Company or any of its Subsidiaries has sold or is servicing (A) Loans or pools of Loans or (B) participations in Loans or pools of Loans, contains any obligation to repurchase such Loans or interests therein or to pursue any other form of recourse against the Company or any of its Subsidiaries solely on account of a payment default by the obligor on any such Loan. (iv) The SmartFinancial Parties are not, and have not been since January 1, 2016, subject Company has previously disclosed to any material fine, suspension, or settlement or other administrative agreement or sanction by, Parent all claims for repurchases by the Company or any reduction of its Subsidiaries of Loans that were sold to third parties by the Company and its Subsidiaries that are outstanding or threatened (in any loan purchase commitment fromwriting), in each case, as of the date of this Agreement and since December 31, 2018. (v) Section 4.01(t)(v) of the Company Disclosure Schedule sets forth a list of (A) each Loan that as of June 30, 2021 (1) was contractually past due ninety (90) calendar days or more in the payment of principal and/or interest, (2) was on non-accrual status, (3) was classified as “substandard,” “doubtful,” “loss,” “classified,” “criticized,” “credit risk assets,” “concerned loans,” “watch list,” “impaired” or “special mention” (or words of similar import) by the Company, any of its Subsidiaries or any Governmental Entity relating Authority (collectively, the “Criticized Loans”), (4) for which a specific reserve allocation existed in connection therewith, (5) was required to the origination, sale, or servicing of mortgage or consumer Loans.be accounted for as a troubled debt restructuring in accordance with ASC 310-40,

Loan Matters. (i) All Loans made, originated, or held by SmartFinancial TCB Holdings or SmartBank the Bank or any of their respective Subsidiaries (collectively, the “SmartBank Bank Loans”) (A) were made or originated for good, valuable, and adequate consideration in the ordinary course of business and (B) were solicited and originated, and are and have been administered and, where applicable, serviced, and the relevant Loan files are being and have been maintained, (1) in accordance in all material respects with the relevant notes or other credit or security documents, (2) in accordance in all material respects with the applicable underwriting and servicing standards of Smart the Bank (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), and (3) in accordance with all applicable Laws, except, as it relates to clause (3) only, as has had not had and would not reasonably be expected to have, either individually or in the aggregate, a TCB Holdings Material Adverse Effect on SmartFinancialEffect. To the Knowledge of SmartFinancialthe TCB Holdings Parties, none of such SmartBank the Bank Loans are subject to any defenses, setoffs, or counterclaims, including without limitation any of such as are afforded by usury or truth in lending Laws, subject, however, to the Enforceability Exceptions. The notes or other evidences of indebtedness evidencing the SmartBank Bank Loans and all pledges, mortgages, deeds of trust, and other collateral documents and security agreements related thereto are legal, valid, binding, and enforceable (except as enforceability may be limited by the Enforceability Exceptions). (ii) Except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a TCB Holdings Material Adverse Effect on SmartFinancialEffect, neither the terms of any Loan held, originated, made, administered, or serviced by SmartFinancial TCB Holdings or SmartBank the Bank or any of their respective Subsidiaries, any of the documentation for any such Loan, the manner in which any such Loan has been administered or serviced, nor SmartFinancial’s TCB Holdings’ or SmartBankthe Bank’s or their respective Subsidiaries’ practices of approving or rejecting Loan applications violate any Law applicable thereto, including without limitation the Truth in Lending Act of 1968, as amended; Regulation B, Regulation O, and Regulation Z of the Federal Reserve; the CRA; the Equal Credit Opportunity Act, as amended; and any applicable federal or state Laws relating to consumer protection, installment sales, or usury. (iii) SmartBank’s The TCB Holdings Parties’ allowance for loan and lease losses is, and shall be as of the Effective Time, (A) in compliance in all material respects with SmartBank’s their existing methodology for determining the adequacy of its their allowance for loan and lease losses as well as the standards established by applicable Governmental Entities and the Financial Accounting Standards Board Board, and (B) adequate to meet all reasonably anticipated loan is and lease losses, net of recoveries related to loans previously charged off, shall be as of the Effective Time adequate under all such datesstandards. (iv) Except as set forth on Schedule 4.2(x)(iv) of the TCB Holdings Disclosure Memorandum, none of the Contracts pursuant to which TCB Holdings or the Bank or any of their respective Subsidiaries has sold Loans or pools of Loans, or participations in Loans or pools of Loans, contain any Liability on the part of TCB Holdings or the Bank or any of their respective Subsidiaries to repurchase such Loans or interests therein. (v) Set forth on Schedule 5.2(x)(iv4.2(x)(v) of the SmartFinancial TCB Holdings Disclosure Memorandum is a true, correct, and complete list of all Loans, as of the date of this Agreement, by TCB Holdings or the Bank or any of their respective Subsidiaries to any director, executive officer, or principal shareholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of TCB Holdings or the Bank or any of their respective Subsidiaries. All such Loans are, and were originated, in compliance in all material respects with all applicable Laws. (vi) Set forth on Schedule 4.2(x)(vi) of the TCB Holdings Disclosure Memorandum is a true, correct, and complete listing, as of November 30July 31, 20182019, by account of (A) each borrower, customer, or other Person who has notified SmartBank TCB Holdings or the Bank or any of their respective Subsidiaries during the past 12 months of, or has asserted against SmartBankTCB Holdings or the Bank or any of their respective Subsidiaries, any “lender liability” or similar claim; (B) all Loans of SmartBank TCB Holdings and the Bank and their respective Subsidiaries (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “special mention,” “substandard,” “doubtful,” “loss,” or words of similar import, (4) that constitute troubled debt restructuringswhere the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the origination of the Loans due to concerns regarding the borrowers’ ability to pay in accordance with the Loans’ original terms, or (5) where a specific reserve allocation exists in connection therewith; and (C) all assets classified by SmartBank TCB Holdings or the Bank or any of their respective Subsidiaries as “other real estate owned” or real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure, in each case including the book value thereof as of November 30July 31, 20182019. (vvii) Each Except for such exceptions as are not and would not reasonably be expected to be, either individually or in the aggregate, material to the TCB Holdings Parties, each Loan held by SmartFinancial TCB Holdings or SmartBank the Bank or their respective Subsidiaries (A) is evidenced by notes, agreements, or other evidences of indebtedness that are true, genuine, and what they purport to be, (B) to the extent secured, has been secured by valid Liens which have been perfected perfected, and (C) is a legal, valid, and binding obligation of the obligor named therein, enforceable in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions. (viviii) To the Knowledge of SmartFinancialthe TCB Holdings Parties, there are no material oral modifications or amendments related to any Loans held by SmartFinancial TCB Holdings or SmartBank the Bank or their respective Subsidiaries that are not reflected in the written records of SmartFinancial or SmartBank the TCB Holdings Parties or their respective Subsidiaries. All Loans held by SmartFinancial TCB Holdings or SmartBank the Bank or their respective Subsidiaries are owned by SmartFinancial or SmartBank the TCB Holdings Parties or their respective Subsidiaries free and clear of any Liens, except for Liens on Loans granted to the Federal Reserve or Federal Home Loan Bank of CincinnatiCincinnati to secure advances therefrom. No claims of defense as to the enforcement of any Loan held by SmartFinancial TCB Holdings or SmartBank the Bank or their respective Subsidiaries have been asserted in writing against SmartFinancial or SmartBank the TCB Holdings Parties or their respective Subsidiaries for which there is a reasonable possibility of an adverse determination. None of the Loans held by SmartFinancial TCB Holdings or SmartBank the Bank or their respective Subsidiaries are presently serviced by third parties, and there is no obligation which would reasonably be expected to could result in any such Loan becoming subject to any third third-party servicing. (viiix) The SmartFinancial Parties are not, and have not Neither TCB Holdings or the Bank nor any of their respective Subsidiaries is now or has been since January 1, 20162017, subject to any material fine, suspension, or settlement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity relating to the origination, sale, or servicing of mortgage or consumer Loans.

Loan Matters. (i) All Except as would not reasonably be expected to have, either individually or in the aggregate, a Commerce Union Material Adverse Effect, all Loans made, originated, or held by SmartFinancial or SmartBank Commerce Union, Reliant or any of their Subsidiaries (collectively, the “SmartBank Reliant Loans”) (A) were made or originated for good, valuable, and adequate consideration in the ordinary course of business and business; (B) were solicited and originated, and are and have been administered and, where applicable, serviced, and the relevant Loan files are being and have been maintained, in accordance with (1) in accordance in all material respects with the relevant notes or other credit or security documents, (2) in accordance in all material respects with the applicable underwriting and servicing standards of Smart Bank Reliant (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), and (3) in accordance with all applicable Laws, except, . Except as it relates to clause (3) only, as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Commerce Union Material Adverse Effect on SmartFinancial. To Effect, the Knowledge of SmartFinancial, none of such SmartBank Loans are subject to any defenses, setoffs, or counterclaims, including without limitation any of such as are afforded by usury or truth in lending Laws, subject, however, to the Enforceability Exceptions. The notes or other evidences of indebtedness evidencing the SmartBank Reliant Loans and all pledges, mortgages, deeds of trust, and other collateral documents and security agreements related thereto are legal, valid, binding, binding and enforceable (except as enforceability may be limited by the Enforceability Exceptions). (ii) Except as has not had and set forth on Schedule 5.2(u)(ii) of the Commerce Union Disclosure Memorandum or as would not reasonably be expected to have, either individually or in the aggregate, a Commerce Union Material Adverse Effect on SmartFinancialEffect, neither the terms of any Loan held, originated, made, administered, or serviced by SmartFinancial Commerce Union or SmartBank Reliant or any of their Subsidiaries, any of the documentation for any such Loan, the manner in which any such Loan has been administered or serviced, nor SmartFinancialCommerce Union’s or SmartBankReliant’s or their Subsidiaries’ practices of approving or rejecting Loan applications violate any Law applicable thereto, including without limitation the Truth in Lending Act of 1968, as amended; Regulation B, Regulation O, and Regulation Z of the Federal Reserve; the CRA; the Equal Credit Opportunity Act, as amended; and any applicable federal or state Laws relating to consumer protection, installment sales, or usury. (iii) SmartBankReliant’s allowance for loan and lease losses is, and shall be as of the Effective Time, (A) in compliance in all material respects with SmartBankReliant’s existing methodology for determining the adequacy of its allowance for loan and lease losses as well as the standards established by applicable Governmental Entities and the Financial Accounting Standards Board Board, and (B) is and shall be adequate to meet under all reasonably anticipated loan and lease losses, net of recoveries related to loans previously charged off, as of such datesstandards. (iv) Except as set forth on Schedule 5.2(u)(iv) of the Commerce Union Disclosure Memorandum, none of the Contracts pursuant to which Reliant or any of its Subsidiaries has sold Loans or pools of Loans, or participations in Loans or pools of Loans, contain any Liability on the part of Reliant or any of its Subsidiaries to repurchase such Loans or interests therein solely on account of a payment default by the obligors on such Loans other than in the case where there has been a material breach of a representation or warranty by Reliant. (v) Set forth on Schedule 5.2(x)(iv5.2(u)(v) of the SmartFinancial Commerce Union Disclosure Memorandum is a true, correct, and complete listing, as of November 30July 31, 20182017, by account of (A) each borrower, customer, or other Person who has notified SmartBank during the past 12 months of, or has asserted against SmartBank, any “lender liability” or similar claim; (B) all Loans of SmartBank Reliant (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “special mention,” “substandard,” “doubtful,” “loss,” or words of similar import, or (4) that constitute troubled debt restructurings, or (5) where a specific reserve allocation exists the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the origination of the Loans due to concerns regarding the borrowers’ ability to pay in connection therewithaccordance with the Loans’ original terms; and (CB) all assets classified by SmartBank Reliant as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure, in each case including the book value thereof as of November 30July 31, 20182017. (vvi) Each Except as would not reasonably be expected to have, either individually or in the aggregate, a Commerce Union Material Adverse Effect, each Loan held by SmartFinancial or SmartBank Commerce Union, Reliant or their Subsidiaries (A) is evidenced by notes, agreements, or other evidences of indebtedness that are true, genuine, and what they purport to be, (B) to the extent secured, has been secured by valid Liens which have been perfected and (C) is a legal, valid, and binding obligation of the obligor named therein, enforceable in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions. (vi) To the Knowledge of SmartFinancial, there are no material oral modifications or amendments related to any Loans held by SmartFinancial or SmartBank or their Subsidiaries that are not reflected in the written records of SmartFinancial or SmartBank or their Subsidiaries. All Loans held by SmartFinancial or SmartBank or their Subsidiaries are owned by SmartFinancial or SmartBank or their Subsidiaries free and clear of any Liens, except for Liens on Loans granted to the Federal Reserve or Federal Home Loan Bank of Cincinnati. No claims of defense as to the enforcement of any Loan held by SmartFinancial or SmartBank or their Subsidiaries have been asserted in writing against SmartFinancial or SmartBank or their Subsidiaries for which there is a reasonable possibility of an adverse determination. None of the Loans held by SmartFinancial or SmartBank or their Subsidiaries are presently serviced by third parties, and there is no obligation which would reasonably be expected to result in any such Loan becoming subject to any third party servicing. (vii) The SmartFinancial Commerce Union Parties are not, and have not been since January 1, 20162014, subject to any material fine, suspension, or settlement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity relating to the origination, sale, or servicing of mortgage or consumer Loans.

Loan Matters. (i) All Loans made, originated, or held by SmartFinancial or SmartBank Reliant, Reliant Bank or any of their respective Subsidiaries (collectively, the “SmartBank Reliant Loans”) (A) were made or originated for good, valuable, and adequate consideration in the ordinary course of business and business; (B) were solicited and originated, and are and have been administered and, where applicable, serviced, and the relevant Loan files are being and have been maintained, (1) in accordance in all material respects with the relevant notes or other credit or security documents, (2) in accordance in all material respects with the applicable underwriting and servicing standards of Smart Reliant Bank (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), and (3) in accordance with all applicable Laws, except, as it relates to clause (3) only, as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on SmartFinancialReliant. To Except as would not reasonably be expected to have, either individually or in the Knowledge of SmartFinancialaggregate, none of such SmartBank Loans are subject to any defensesa Material Adverse Effect on Reliant, setoffs, or counterclaims, including without limitation any of such as are afforded by usury or truth in lending Laws, subject, however, to the Enforceability Exceptions. The notes or other evidences of indebtedness evidencing the SmartBank Reliant Loans and all pledges, mortgages, deeds of trust, and other collateral documents and security agreements related thereto are legal, valid, binding, binding and enforceable (except as enforceability may be limited by the Enforceability Exceptions). (ii) Except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on SmartFinancialReliant, neither the terms of any Loan held, originated, made, administered, or serviced by SmartFinancial Reliant or SmartBank Reliant Bank or any of their respective Subsidiaries, any of the documentation for any such Loan, the manner in which any such Loan has been administered or serviced, nor SmartFinancialReliant’s or SmartBankReliant Bank’s or their respective Subsidiaries’ practices of approving or rejecting Loan applications violate any Law applicable thereto, including without limitation the Truth in Lending Act of 1968, as amended; Regulation B, Regulation O, and Regulation Z of the Federal Reserve; the CRA; the Equal Credit Opportunity Act, as amended; and any applicable federal or state Laws relating to consumer protection, installment sales, or usury. (iii) SmartBankReliant Bank’s allowance for loan and lease losses is, and shall be as of the Effective Time, (A) in compliance in all material respects with SmartBankReliant’s existing methodology for determining the adequacy of its allowance for loan and lease losses as well as the standards established by applicable Governmental Entities and the Financial Accounting Standards Board Board, and (B) is and shall be adequate to meet under all reasonably anticipated loan and lease losses, net of recoveries related to loans previously charged off, as of such datesstandards. (iv) Except as set forth on Schedule 5.2(u)(iv) of the Reliant Disclosure Memorandum, none of the Contracts pursuant to which Reliant Bank or any of its Subsidiaries has sold Loans or pools of Loans, or participations in Loans or pools of Loans, contain any Liability on the part of Reliant Bank or any of its Subsidiaries to repurchase such Loans or interests therein solely on account of a payment default by the obligors on such Loans other than in the case where there has been a material breach of a representation or warranty by Reliant Bank. (v) Set forth on Schedule 5.2(x)(iv5.2(u)(v) of the SmartFinancial Reliant Disclosure Memorandum is a true, correct, and complete listing, as of November September 30, 20182019, by account of (A) each borrower, customer, or other Person who has notified SmartBank during the past 12 months of, or has asserted against SmartBank, any “lender liability” or similar claim; (B) all Loans of SmartBank Reliant Bank (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “special mention,” “substandard,” “doubtful,” “loss,” or words of similar import, or (4) that constitute troubled debt restructurings, or (5) where a specific reserve allocation exists the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the origination of the Loans due to concerns regarding the borrowers’ ability to pay in connection therewithaccordance with the Loans’ original terms; and (CB) all assets classified by SmartBank Reliant Bank as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure, in each case including the book value thereof as of November September 30, 20182019. (vvi) Each Loan held by SmartFinancial Reliant, Reliant Bank or SmartBank or any of their respective Subsidiaries (A) is evidenced by notes, agreements, or other evidences of indebtedness that are true, genuine, and what they purport to be, (B) to the extent secured, has been secured by valid Liens which have been perfected and (C) is a legal, valid, and binding obligation of the obligor named therein, enforceable in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions. (vi) To the Knowledge of SmartFinancial, there are no material oral modifications or amendments related to any Loans held by SmartFinancial or SmartBank or their Subsidiaries that are not reflected in the written records of SmartFinancial or SmartBank or their Subsidiaries. All Loans held by SmartFinancial or SmartBank or their Subsidiaries are owned by SmartFinancial or SmartBank or their Subsidiaries free and clear of any Liens, except for Liens on Loans granted to the Federal Reserve or Federal Home Loan Bank of Cincinnati. No claims of defense as to the enforcement of any Loan held by SmartFinancial or SmartBank or their Subsidiaries have been asserted in writing against SmartFinancial or SmartBank or their Subsidiaries for which there is a reasonable possibility of an adverse determination. None of the Loans held by SmartFinancial or SmartBank or their Subsidiaries are presently serviced by third parties, and there is no obligation which would reasonably be expected to result in any such Loan becoming subject to any third party servicing. (vii) The SmartFinancial Reliant Parties are not, and have not been since January 1, 20162017, subject to any material fine, suspension, or settlement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity relating to the origination, sale, or servicing of mortgage or consumer Loans.

Loan Matters. (i) All Loans made, originated, or held by SmartFinancial Bancorp or SmartBank the Bank or any of their respective Subsidiaries (collectively, the “SmartBank Foothills Loans”) (A) were made or originated for good, valuable, and adequate consideration in the ordinary course of business and (B) were solicited and originated, and are and have been administered and, where applicable, serviced, and the relevant Loan files are being and have been maintained, (1) in accordance being maintained in all material respects respects, in accordance with the relevant notes or other credit or security documents, (2) in accordance in all material respects with the applicable underwriting and servicing standards of Smart the Bank (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), and (3) in accordance with all applicable Laws, except, as it relates to clause (3) only, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on SmartFinancial. To the Knowledge of SmartFinancialthe Foothills Parties, none of such SmartBank the Foothills Loans are subject to any defenses, setoffs, or counterclaims, including without limitation any of such as are afforded by usury or truth in lending Laws, subject, however, to the Enforceability Exceptions. The notes or other evidences of indebtedness evidencing the SmartBank Foothills Loans and all pledges, mortgages, deeds of trust, and other collateral documents and security agreements related thereto are legal, valid, binding, and enforceable (except as enforceability may be limited by the Enforceability Exceptions). (ii) Except as has not had and would not reasonably be expected to have, individually or in set forth on Schedule 4.2(x)(ii) of the aggregate, a Material Adverse Effect on SmartFinancialFoothills Disclosure Memorandum, neither the terms of any Loan held, originated, made, administered, or serviced by SmartFinancial Bancorp or SmartBank the Bank or any of their respective Subsidiaries, any of the documentation for any such Loan, the manner in which any such Loan has been administered or serviced, nor SmartFinancialBancorp’s or SmartBankthe Bank’s or their respective Subsidiaries’ practices of approving or rejecting Loan applications violate any Law applicable thereto, including without limitation the Truth in Lending Act of 1968, as amended; Regulation B, Regulation O, and Regulation Z of the Federal Reserve; the CRA; the Equal Credit Opportunity Act, as amended; and any applicable federal or state Laws relating to consumer protection, installment sales, or usury. (iii) SmartBank’s The Foothills Parties’ allowance for loan and lease losses is, and shall be as of the Effective Time, (A) in compliance in all material respects with SmartBank’s their existing methodology for determining the adequacy of its their allowance for loan and lease losses as well as the standards established by applicable Governmental Entities and the Financial Accounting Standards Board Board, and (B) is and shall be adequate to meet under all reasonably anticipated loan and lease losses, net of recoveries related to loans previously charged off, as of such datesstandards. (iv) Except as set forth on Schedule 4.2(x)(iv) of the Foothills Disclosure Memorandum, none of the Contracts pursuant to which Bancorp or the Bank or any of their respective Subsidiaries has sold Loans or pools of Loans, or participations in Loans or pools of Loans, contain any Liability on the part of Bancorp or the Bank or any of their respective Subsidiaries to repurchase such Loans or interests therein. (v) Set forth on Schedule 5.2(x)(iv4.2(x)(v) of the SmartFinancial Foothills Disclosure Memorandum is a true, correct, and complete list of all Loans, as of the date hereof, by Bancorp or the Bank or any of their respective Subsidiaries to any director, executive officer, or principal shareholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of Bancorp or the Bank or any of their respective Subsidiaries. All such Loans are, and were originated, in compliance with all applicable Laws. (vi) Set forth on Schedule 4.2(x)(vi) of the Foothills Disclosure Memorandum is a true, correct, and complete listing, as of November April 30, 2018, by account of (A) each borrower, customer, or other Person who has notified SmartBank Bancorp or the Bank or any of their respective Subsidiaries during the past 12 months of, or has asserted against SmartBankBancorp or the Bank or any of their respective Subsidiaries, any “lender liability” or similar claim; and (B) all Loans of SmartBank Bancorp and the Bank and their respective Subsidiaries (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “special mention,” “substandard,” “doubtful,” “loss,” or words of similar import, (4) that constitute troubled debt restructuringswhere the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the origination of the Loans due to concerns regarding the borrowers’ ability to pay in accordance with the Loans’ original terms, or (5) where a specific reserve allocation exists in connection therewith; and (C) all assets classified by SmartBank Bancorp or the Bank or any of their respective Subsidiaries as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure, in each case including the book value thereof as of November April 30, 2018. (vvii) Each Loan held by SmartFinancial Bancorp or SmartBank the Bank or their respective Subsidiaries (A) is evidenced by notes, agreements, or other evidences of indebtedness that are true, genuine, and what they purport to be, (B) to the extent secured, has been secured by valid Liens which have been perfected and (C) is a legal, valid, and binding obligation of the obligor named therein, enforceable in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions. (viviii) To the Knowledge of SmartFinancial, there There are no material oral modifications or amendments related to any Loans held by SmartFinancial Bancorp or SmartBank the Bank or their respective Subsidiaries that are not reflected in the written records of SmartFinancial or SmartBank the Foothills Parties or their respective Subsidiaries. All Loans held by SmartFinancial Bancorp or SmartBank the Bank or their respective Subsidiaries are owned by SmartFinancial or SmartBank the Foothills Parties or their respective Subsidiaries free and clear of any Liens, except for Liens on Loans granted to the Federal Reserve or Federal Home Loan Bank of Cincinnati. No claims of defense as to the enforcement of any Loan held by SmartFinancial Bancorp or SmartBank the Bank or their respective Subsidiaries have been asserted in writing against SmartFinancial or SmartBank the Foothills Parties or their respective Subsidiaries for which there is a reasonable possibility of an adverse determination. None of the Loans held by SmartFinancial Bancorp or SmartBank the Bank or their respective Subsidiaries are presently serviced by third parties, and there is no obligation which would reasonably be expected to could result in any such Loan becoming subject to any third party servicing. (viiix) The SmartFinancial Parties are not, and have not Neither Bancorp or the Bank nor any of their respective Subsidiaries is now or has been since January 1, 2016, subject to any material fine, suspension, or settlement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity relating to the origination, sale, or servicing of mortgage or consumer Loans.

Loan Matters. (i) All Except as would not reasonably be expected to have, either individually or in the aggregate, a CFI Material Adverse Effect, all Loans made, originated, or held by SmartFinancial CFI or SmartBank Bank or any of their Subsidiaries (collectively, the “SmartBank Bank Loans”) (A) were made or originated for good, valuable, and adequate consideration in the ordinary course of business and business; (B) were solicited and originated, and are and have been administered and, where applicable, serviced, and the relevant Loan files are being and have been maintained, in accordance with (1) in accordance in all material respects with the relevant notes or other credit or security documents, (2) in accordance in all material respects with the applicable underwriting and servicing standards of Smart Bank (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), and (3) in accordance with all applicable Laws, except, . Except as it relates to clause (3) only, as has not had and would not reasonably be expected to have, either individually or in the aggregate, a CFI Material Adverse Effect on SmartFinancial. To Effect, the Knowledge of SmartFinancial, none of such SmartBank Loans are subject to any defenses, setoffs, or counterclaims, including without limitation any of such as are afforded by usury or truth in lending Laws, subject, however, to the Enforceability Exceptions. The notes or other evidences of indebtedness evidencing the SmartBank Bank Loans and all pledges, mortgages, deeds of trust, and other collateral documents and security agreements related thereto are legal, valid, binding, and enforceable (except as enforceability may be limited by the Enforceability Exceptions). (ii) Except as has not had and set forth on Schedule 4.2(x)(ii) of the Community First Disclosure Memorandum or as would not reasonably be expected to have, either individually or in the aggregate, a CFI Material Adverse Effect on SmartFinancialEffect, neither the terms of any Loan held, originated, made, administered, or serviced by SmartFinancial CFI or SmartBank Bank or any of their Subsidiaries, any of the documentation for any such Loan, the manner in which any such Loan has been administered or serviced, nor SmartFinancialCFI’s or SmartBankBank’s or their Subsidiaries’ practices of approving or rejecting Loan applications violate any Law applicable thereto, including without limitation the Truth in Lending Act of 1968, as amended; Regulation B, Regulation O, and Regulation Z of the Federal Reserve; the CRA; the Equal Credit Opportunity Act, as amended; and any applicable federal or state Laws relating to consumer protection, installment sales, or usury. (iii) SmartBank’s The Community First Parties’ allowance for loan and lease losses is, and shall be as of the Effective Time, (A) in compliance in all material respects with SmartBank’s their existing methodology for determining the adequacy of its their allowance for loan and lease losses as well as the standards established by applicable Governmental Entities and the Financial Accounting Standards Board Board, and (B) is and shall be adequate to meet under all reasonably anticipated loan and lease losses, net of recoveries related to loans previously charged off, as of such datesstandards. (iv) Except as set forth on Schedule 4.2(x)(iv) of the Community First Disclosure Memorandum, none of the Contracts pursuant to which CFI or Bank or any of their Subsidiaries has sold Loans or pools of Loans, or participations in Loans or pools of Loans, contain any Liability on the part of CFI or Bank or any of their Subsidiaries to repurchase such Loans or interests therein other than in the case where there has been a material breach of a representation or warranty by Bank. (v) Set forth on Schedule 5.2(x)(iv4.2(x)(v) of the SmartFinancial Community First Disclosure Memorandum is a true, correct, and complete listing, as of November 30July 31, 20182017, by account of (A) each borrower, customer, or other Person who has notified SmartBank CFI or Bank or any of their Subsidiaries during the past 12 months of, or has asserted against SmartBankCFI or Bank or any of their Subsidiaries, any “lender liability” or similar claim; (B) all Loans of SmartBank CFI and Bank and their Subsidiaries (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “special mention,” “substandard,” “doubtful,” “loss,” or words of similar import, or (4) that constitute troubled debt restructurings, or (5) where a specific reserve allocation exists the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the origination of the Loans due to concerns regarding the borrowers’ ability to pay in connection therewithaccordance with the Loans’ original terms; and (C) all assets classified by SmartBank CFI or Bank or any of their Subsidiaries as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure, in each case including the book value thereof as of November 30July 31, 20182017. (vvi) Each Except as would not reasonably be expected to have, either individually or in the aggregate, a CFI Material Adverse Effect, each Loan held by SmartFinancial CFI or SmartBank Bank or their Subsidiaries (A) is evidenced by notes, agreements, or other evidences of indebtedness that are true, genuine, and what they purport to be, (B) to the extent secured, has been secured by valid Liens which have been perfected and (C) is a legal, valid, and binding obligation of the obligor named therein, enforceable in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions. (vivii) To Except as would not reasonably be expected to have, either individually or in the Knowledge of SmartFinancialaggregate, a CFI Material Adverse Effect, (A) there are no material oral modifications or amendments related to any Loans held by SmartFinancial CFI or SmartBank Bank or their Subsidiaries that are not reflected in the written records of SmartFinancial or SmartBank the Community First Parties or their Subsidiaries. All , (B) all Loans held by SmartFinancial CFI or SmartBank Bank or their Subsidiaries are owned by SmartFinancial or SmartBank the Community First Parties or their Subsidiaries free and clear of any Liens, except for Liens on Loans granted to the Federal Reserve or Federal Home Loan Bank of Cincinnati. No Cincinnati or the Federal Reserve Bank of Atlanta, (C) no claims of defense as to the enforcement of any Loan held by SmartFinancial CFI or SmartBank or their Subsidiaries Bank have been asserted in writing against SmartFinancial or SmartBank the Community First Parties or their Subsidiaries for which there is a reasonable possibility of an adverse determination. None , (D) the Community First Parties have no Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a possibility of an adverse determination to CFI or Bank, and (E) none of the Loans held by SmartFinancial CFI or SmartBank Bank or their Subsidiaries are presently serviced by third parties, and there is no obligation which would reasonably be expected to could result in any such Loan becoming subject to any third party servicing. (viiviii) The SmartFinancial Parties are not, and have not Neither CFI or Bank is now or has been since January 1, 20162014, subject to any material fine, suspension, or settlement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity relating to the origination, sale, or servicing of mortgage or consumer Loans.