Common use of Loans; Loan Loss Reserve Clause in Contracts

Loans; Loan Loss Reserve. (a) Each loan, loan agreement, note, lease or other borrowing agreement by Acquiror Bank, any participation therein, and any guaranty, renewal or extension thereof (the "Acquiror Loans") reflected as an asset on any of the Acquiror Financial Statements or reports filed with the Regulatory Authorities is evidenced by documentation that is customary and legally sufficient in all material respects and constitutes, to the Knowledge of Acquiror, the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights generally or equitable principles or doctrines. (b) All Acquiror Loans originated or purchased by Acquiror Bank were made or purchased in accordance with the policies of the board of directors of Acquiror Bank and in the Ordinary Course of Business of Acquiror Bank. Acquiror Bank's interest in all Acquiror Loans is free and clear of any security interest, lien, encumbrance or other charge, and, Acquiror Bank has complied in all material respects with all Legal Requirements relating to such Acquiror Loans. There has been no default on, or forgiveness or waiver of, in whole or in part, any Acquiror Loan made to an executive officer or director of Acquiror or Acquiror Bank or an entity controlled by an executive officer or director during the three (3) years immediately preceding the date hereof. (c) Acquiror Bank's allowance for loan and lease losses reflected in the Acquiror Financial Statements (including footnotes thereto) was determined on the basis of Acquiror Bank's continuing review and evaluation of the portfolio of Acquiror Loans under the requirements of GAAP and Legal Requirements, was established in a manner consistent with Acquiror Bank's internal policies, and, in the reasonable judgment of Acquiror Bank, was adequate in all material respects under the requirements of GAAP and all Legal Requirements to provide for possible or specific losses, net of recoveries relating to Acquiror Loans previously charged-off, on outstanding Acquiror Loans. (d) To the Knowledge of Acquiror: (i) none of the Acquiror Loans is subject to any material offset or claim of offset; and (ii) the aggregate loan balances in excess of Acquiror Bank's allowance for loan and lease losses are, based on past loan loss experience, collectible in accordance with their terms (except as limited above) and all uncollectible loans have been charged off.

Loans; Loan Loss Reserve. (a) Each loan, loan agreement, note, lease or other borrowing agreement by Acquiror Nicolet Bank, any participation therein, and any guaranty, renewal or extension thereof (the "Acquiror “Nicolet Loans"”) reflected as an asset on any of the Acquiror Nicolet Financial Statements or reports filed with the Regulatory Authorities is evidenced by documentation that is customary and legally sufficient in all material respects and constitutes, to the Knowledge of AcquirorNicolet, the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' ’ rights generally or equitable principles or doctrines. (b) All Acquiror Nicolet Loans originated or purchased by Acquiror Nicolet Bank were made or purchased in accordance with the policies of the board of directors of Acquiror Nicolet Bank and in the Ordinary Course of Business of Acquiror Nicolet Bank. Acquiror Except as set forth in Section 4.10(b) of the Nicolet Disclosure Schedules, Nicolet Bank's ’s interest in all Acquiror Nicolet Loans is free and clear of any security interest, lien, encumbrance or other charge, and, Acquiror and Nicolet Bank has complied in all material respects with all Legal Requirements relating to such Acquiror Nicolet Loans. There has been no default on, or forgiveness or waiver of, in whole or in part, any Acquiror Nicolet Loan made to an executive officer or director of Acquiror or Acquiror Nicolet Bank or an entity controlled by an executive officer or director during the three (3) years immediately preceding the date hereof. (c) Acquiror Except as set forth in Section 4.10(c) of the Nicolet Disclosure Schedules, as of the date of this Agreement, Nicolet Bank is not a party to any Nicolet Loan: (i) under the terms of which the obligor is more than ninety (90) days delinquent in payment of principal or interest or in default of any other material provision as of the dates shown thereon or for which Nicolet Bank has discontinued the accrual of interest; (ii) that has been classified as “substandard,” “doubtful,” “loss,” “other loans especially mentioned” or any comparable classifications by Nicolet Bank's ; (iii) that has been listed on any “watch list” or similar internal report of Nicolet Bank; (iv) that has been the subject of any notice from any obligor of adverse environmental conditions potentially affecting the value of any collateral for such Nicolet Loan; (v) with respect to which Nicolet Bank has Knowledge of potential violations of any Environmental Laws that may have occurred on the property serving as collateral for such Nicolet Loan or by any obligor of such Nicolet Loan; or (vi) that represents an extension of credit to an executive officer or director of Nicolet Bank or an entity controlled by an executive officer or director. (d) Nicolet Bank’s allowance for loan and lease losses reflected in the Acquiror Nicolet Financial Statements (including footnotes thereto) was determined on the basis of Acquiror Nicolet Bank's ’s continuing review and evaluation of the portfolio of Acquiror Nicolet Loans under the requirements of GAAP and Legal Requirements, was established in a manner consistent with Acquiror Nicolet Bank's ’s internal policies, and, in the reasonable judgment of Acquiror Nicolet Bank, was adequate in all material respects under the requirements of GAAP and all Legal Requirements to provide for possible or specific losses, net of recoveries relating to Acquiror Nicolet Loans previously charged-off, on outstanding Acquiror Nicolet Loans. (d) To the Knowledge of Acquiror: (i) none of the Acquiror Loans is subject to any material offset or claim of offset; and (ii) the aggregate loan balances in excess of Acquiror Bank's allowance for loan and lease losses are, based on past loan loss experience, collectible in accordance with their terms (except as limited above) and all uncollectible loans have been charged off.

Loans; Loan Loss Reserve. (a) Each loan, loan agreement, note, lease or other borrowing agreement by Acquiror Bank, any participation therein, and any guaranty, renewal or extension thereof (the "“Acquiror Loans"”) reflected as an asset on any of the Acquiror Financial Statements or reports filed with the Regulatory Authorities is evidenced by documentation that is customary and legally sufficient in all material respects and constitutes, to the Knowledge of the Acquiror, the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' ’ rights generally or equitable principles or doctrines. (b) All Acquiror Loans originated or purchased by Acquiror Bank were made or purchased in accordance with the policies of the board of directors of Acquiror Bank and in the Ordinary Course of Business of Acquiror Bank. Acquiror Bank's ’s interest in all Acquiror Loans is free and clear of any security interest, lien, encumbrance or other charge, and, Acquiror Bank has complied in all material respects with all Legal Requirements relating to such Acquiror Loans, except where the failure to so comply would not have a Material Adverse Effect on the Acquiror. There has been no default on, or forgiveness or waiver of, in whole or in part, any Acquiror Loan made to an executive officer or director of the Acquiror or Acquiror Bank or an entity controlled by an executive officer or director during the three (3) years immediately preceding the date hereof. (c) Acquiror Bank's ’s allowance for loan and lease losses reflected in the Acquiror Financial Statements (including footnotes thereto) was determined on the basis of Acquiror Bank's ’s continuing review and evaluation of the portfolio of Acquiror Loans under the requirements of GAAP and Legal Requirements, was established in a manner consistent with Acquiror Bank's ’s internal policies, and, in the reasonable judgment of Acquiror Bank, was adequate in all material respects under the requirements of GAAP and all Legal Requirements to provide for possible or specific losses, net of recoveries relating to Acquiror Loans previously charged-offoff in whole or in part, on outstanding Acquiror Loans. (d) To the Knowledge of Acquiror: (i) none of the Acquiror Loans is subject to any material offset or claim of offset; and (ii) the aggregate loan balances in excess of Acquiror Bank's allowance for loan and lease losses are, based on past loan loss experience, collectible in accordance with their terms (except as limited above) and all uncollectible loans have been charged off.

Loans; Loan Loss Reserve. (a) Each loan, loan agreement, note, lease or other borrowing agreement by Acquiror Bank, any participation therein, and any guaranty, renewal or extension thereof (the "Acquiror Loans") Loan reflected as an asset on any of the Acquiror Financial Statements or reports filed with the Regulatory Authorities is evidenced by documentation that is customary and legally sufficient in all material respects and constitutes, to the Knowledge of Acquiror, the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' creditors rights generally or equitable principles or doctrines. (b) All Acquiror Loans originated or purchased by Acquiror Bank were made or purchased in accordance with the policies of the board of directors of Acquiror Bank and in the Ordinary Course ordinary course of Business business of Acquiror Bank. Acquiror Bank's ’s interest in all Acquiror Loans is free and clear of any security interest, lien, encumbrance or other charge, and, and Acquiror Bank has complied in all material respects with all Legal Requirements relating to such Acquiror Loans. There has been no default on, or forgiveness or waiver of, in whole or in part, any Acquiror Loan made to an executive officer or director of Acquiror or Acquiror Bank or an entity controlled by an executive officer or director during the three (3) years immediately preceding the date hereof. (c) Except as set forth on Acquiror Schedule 5.8(c), Acquiror Bank is not a party to any Acquiror Loan: (i) under the terms of which the obligor is more than ninety (90) days delinquent in payment of principal or interest or in default of any other material provision as of the dates shown thereon or for which Acquiror Bank has discontinued the accrual of interest; (ii) that has been classified as “substandard,” “doubtful,” “loss,” “other loans especially mentioned” or any comparable classifications by Acquiror Bank's ; (iii) that has been listed on any “watch list” or similar internal report of Acquiror Bank; (iv) that has been the subject of any notice from any obligor of adverse environmental conditions potentially affecting the value of any collateral for such Acquiror Loan; or (v) with respect to which Acquiror Bank is aware of potential violations of any Environmental Laws that may have occurred on the property serving as collateral for such Acquiror Loan or by any obligor of such Acquiror Loan. (d) Acquiror Bank’s allowance for loan and lease losses reflected in the Acquiror Financial Statements (including footnotes thereto) was determined on the basis of Acquiror Bank's ’s continuing review and evaluation of the portfolio of Acquiror Loans under the requirements of GAAP and Legal Requirements, was established in a manner consistent with Acquiror Bank's ’s internal policies, and, in the reasonable judgment of Acquiror Bank, was adequate in all material respects under the requirements of GAAP and all Legal Requirements to provide for possible or specific losses, net of recoveries relating to Acquiror Loans previously charged-off, on outstanding Acquiror Loans. (de) To the Knowledge of Acquiror: (i) none of the Acquiror Loans is subject to any material offset or claim of offset; and (ii) the aggregate loan balances in excess of Acquiror Bank's ’s allowance for loan and lease losses are, based on past loan loss experience, collectible in accordance with their terms (except as limited above) and all uncollectible loans have been charged off.

Loans; Loan Loss Reserve. (a) Each loan, loan agreement, note, lease or other borrowing agreement by Acquiror Bank, any participation therein, and any guaranty, renewal or extension thereof (the "“Acquiror Loans"”) reflected as an asset on any of the Acquiror Financial Statements or reports filed with the Regulatory Authorities is evidenced by documentation that is customary and legally sufficient in all material respects and constitutes, to the Knowledge of Acquiror, the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' ’ rights generally or equitable principles or doctrines. (b) All Acquiror Loans originated or purchased by Acquiror Bank were made or purchased in accordance with the policies of the board of directors of Acquiror Bank and in the Ordinary Course of Business of Acquiror Bank. Acquiror Bank's ’s interest in all Acquiror Loans is free and clear of any security interest, lien, encumbrance or other charge, and, Acquiror Bank has complied in all material respects with all Legal Requirements relating to such Acquiror Loans. There has been no default on, or forgiveness or waiver of, in whole or in part, any Acquiror Loan made to an executive officer or director of Acquiror or Acquiror Bank or an entity controlled by an executive officer or director during the three (3) years immediately preceding the date hereof. (c) Acquiror Bank's ’s allowance for loan and lease losses reflected in the Acquiror Financial Statements (including footnotes thereto) was determined on the basis of Acquiror Bank's ’s continuing review and evaluation of the portfolio of Acquiror Loans under the requirements of GAAP and Legal Requirements, was established in a manner consistent with Acquiror Bank's ’s internal policies, and, in the reasonable judgment of Acquiror Bank, was adequate in all material respects under the requirements of GAAP and all Legal Requirements to provide for possible or specific losses, net of recoveries relating to Acquiror Loans previously charged-off, on outstanding Acquiror Loans. (d) To the Knowledge of Acquiror: (i) none of the Acquiror Loans is subject to any material offset or claim of offset; and (ii) , the aggregate loan balances in excess of Acquiror Bank's ’s allowance for loan and lease losses are, based on past loan loss experience, collectible in accordance with their terms (except as limited above) and all uncollectible loans have been charged off.

Loans; Loan Loss Reserve. (a) Each loan, loan agreement, note, lease or other borrowing agreement by Acquiror Baylake Bank, any participation therein, and any guaranty, renewal or extension thereof (the "Acquiror “Baylake Loans"”) reflected as an asset on any of the Acquiror Baylake Financial Statements or reports filed with the Regulatory Authorities is evidenced by documentation that is customary and legally sufficient in all material respects and constitutes, to the Knowledge of AcquirorBaylake, the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' ’ rights generally or equitable principles or doctrines. (b) All Acquiror Baylake Loans originated or purchased by Acquiror Baylake Bank were made or purchased in accordance with the policies of the board of directors of Acquiror Baylake Bank and in the Ordinary Course of Business of Acquiror Baylake Bank. Acquiror Except as set forth in Section 3.10(b) of the Baylake Disclosure Schedules, Baylake Bank's ’s interest in all Acquiror Baylake Loans is free and clear of any security interest, lien, encumbrance or other charge, and, Acquiror and Baylake Bank has complied in all material respects with all Legal Requirements relating to such Acquiror Baylake Loans. There has been no default on, or forgiveness or waiver of, in whole or in part, any Acquiror Baylake Loan made to an executive officer or director of Acquiror or Acquiror Baylake Bank or an entity controlled by an executive officer or director during the three (3) years immediately preceding the date hereof. (c) Acquiror Except as set forth in Section 3.10(c) of the Baylake Disclosure Schedules, as of the date of this Agreement, Baylake Bank is not a party to any Baylake Loan: (i) under the terms of which the obligor is more than ninety (90) days delinquent in payment of principal or interest or in default of any other material provision as of the dates shown thereon or for which Baylake Bank has discontinued the accrual of interest; (ii) that has been classified as “substandard,” “doubtful,” “loss,” “other loans especially mentioned” or any comparable classifications by Baylake Bank's ; (iii) that has been listed on any “watch list” or similar internal report of Baylake Bank; (iv) that has been the subject of any notice from any obligor of adverse environmental conditions potentially affecting the value of any collateral for such Baylake Loan; (v) with respect to which Baylake Bank has Knowledge of potential violations of any Environmental Laws that may have occurred on the property serving as collateral for such Baylake Loan or by any obligor of such Baylake Loan; or (vi) that represents an extension of credit to an executive officer or director of Baylake Bank or an entity controlled by an executive officer or director. (d) Baylake Bank’s allowance for loan and lease losses reflected in the Acquiror Baylake Financial Statements (including footnotes thereto) was determined on the basis of Acquiror Baylake Bank's ’s continuing review and evaluation of the portfolio of Acquiror Baylake Loans under the requirements of GAAP and Legal Requirements, was established in a manner consistent with Acquiror Baylake Bank's ’s internal policies, and, in the reasonable judgment of Acquiror Baylake Bank, was adequate in all material respects under the requirements of GAAP and all Legal Requirements to provide for possible or specific losses, net of recoveries relating to Acquiror Baylake Loans previously charged-off, on outstanding Acquiror Baylake Loans. (d) To the Knowledge of Acquiror: (i) none of the Acquiror Loans is subject to any material offset or claim of offset; and (ii) the aggregate loan balances in excess of Acquiror Bank's allowance for loan and lease losses are, based on past loan loss experience, collectible in accordance with their terms (except as limited above) and all uncollectible loans have been charged off.