Common use of Accruals for Loan Loss Reserve and Expenses Clause in Contracts

Accruals for Loan Loss Reserve and Expenses. (a) Prior to the Effective Time, LSB shall and shall cause its Subsidiaries to make, consistent with GAAP, the rules and regulations of the SEC and applicable banking laws and regulations, such appropriate accounting entries in its books and records and use commercially reasonable efforts to take such other actions as LSB and its Subsidiaries shall deem to be necessary or desirable in anticipation of the Merger including, without limitation, accruals or the creation of reserves for employee benefits and Merger-related expenses. (b) LSB recognizes that ONB may have adopted different loan and accounting policies and practices (including loan classifications and levels of loan loss allowances). Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), from and after the date hereof LSB shall consult and cooperate in good faith with ONB with respect to conforming the loan and accounting policies and practices of LSB to those policies and practices of ONB for financial accounting and/or income tax reporting purposes, as reasonably specified in each case in writing from ONB to LSB, based upon such consultation and subject to the conditions in Section 5.05(d). (c) Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB shall consult and cooperate in good faith with ONB with respect to determining, as reasonably specified in a written notice from ONB to LSB, based upon such consultation and subject to the conditions in Section 5.05(d), the amount and the timing for recognizing for financial accounting and/or income tax reporting purposes of LSB’s expenses of the Merger. (d) Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB shall consult and cooperate in good faith to (i) make such conforming entries to conform the loan and accounting policies and practices of LSB to the policies and practices of ONB as contemplated in Section 5.05(b) above and (ii) recognize LSB’s expenses of the Merger for financial accounting and/or income tax reporting purposes at such times as are reasonably requested in writing by ONB as contemplated in Section 5.05(c) above, but in no event prior to the 5th day next preceding the Closing Date (as hereinafter defined) and only after ONB acknowledges that all conditions to its obligation to consummate the Merger have been satisfied and certifies to LSB that ONB will at the Effective Time deliver to LSB the certificate contemplated in Section 7.02(g). (e) LSB’s representations, warranties and covenants contained in this Agreement shall not be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes undertaken on account of Section 5.05(d).

Accruals for Loan Loss Reserve and Expenses. (a) Prior to the Effective Time, LSB LPB shall and shall cause its Subsidiaries to make, consistent with GAAP, the rules and regulations of the SEC GAAP and applicable banking laws and regulations, such appropriate accounting entries in its books and records and use commercially reasonable efforts to take such other actions as LSB LPB and its Subsidiaries shall deem to be necessary or desirable in anticipation of the Merger including, without limitation, accruals or the creation of reserves for employee benefits and Merger-related expenses. (b) LSB LPB recognizes that ONB Horizon may have adopted different loan and accounting policies and practices (including loan classifications and levels of loan loss allowances). Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), from and after the date hereof LSB LPB shall consult and cooperate in good faith with ONB Horizon with respect to conforming the loan and accounting policies and practices of LSB LPB to those policies and practices of ONB Horizon for financial accounting and/or income tax reporting purposes, as reasonably specified in each case in writing from ONB Horizon to LSBLPB, based upon such consultation and subject to the conditions in Section 5.05(d). (c) Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB LPB shall consult and cooperate in good faith with ONB Horizon with respect to determining, as reasonably specified in a written notice from ONB Horizon to LSBLPB, based upon such consultation and subject to the conditions in Section 5.05(d), the amount and the timing for recognizing for financial accounting and/or income tax reporting purposes of LSBLPB’s expenses of the Merger. (d) Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB LPB and LPSB shall consult and cooperate in good faith to (i) make such conforming changes and entries to conform the loan and accounting policies and practices of LSB to the policies and practices of ONB as contemplated in Section 5.05(a), Section 5.05(b) above and (ii) recognize LSB’s expenses of the Merger for financial accounting and/or income tax reporting purposes at such times as are reasonably requested in writing by ONB as contemplated in Section 5.05(c) above, but in no event prior to the 5th day next preceding the Closing Date (as hereinafter defined) and only after ONB Horizon acknowledges that all conditions to its obligation to consummate the Merger have been satisfied and certifies to LSB LPB that ONB Horizon will at the Effective Time deliver to LSB LPB the certificate contemplated in Section 7.02(g). (e) LSBLPB’s representations, warranties and covenants contained in this Agreement shall not be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes undertaken on account of at Horizon’s request in compliance with Section 5.05(d).

Accruals for Loan Loss Reserve and Expenses. (a) Prior to the Effective Time, LSB ICB shall and shall cause its Subsidiaries to make, consistent with GAAP, the rules and regulations of the SEC and applicable banking laws and regulations, such appropriate accounting entries in its books and records and use commercially reasonable efforts to take such other actions as LSB ICB and its Subsidiaries shall deem to be necessary or desirable in anticipation of the Merger including, without limitation, accruals or the creation of reserves for employee benefits and Merger-related expenses. (b) LSB ICB recognizes that ONB may have adopted different loan and accounting policies and practices (including loan classifications and levels of loan loss allowances). Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), from and after the date hereof LSB ICB shall consult and cooperate in good faith with ONB with respect to conforming the loan and accounting policies and practices of LSB ICB to those policies and practices of ONB for financial accounting and/or income tax reporting purposes, as reasonably specified in each case in writing from ONB to LSBICB, based upon such consultation and subject to the conditions in Section 5.05(d). (c) Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB ICB shall consult and cooperate in good faith with ONB with respect to determining, as reasonably specified in a written notice from ONB to LSBICB, based upon such consultation and subject to the conditions in Section 5.05(d), the amount and the timing for recognizing for financial accounting and/or income tax reporting purposes of LSBICB’s expenses of the Merger. (d) Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB ICB shall consult and cooperate in good faith to (i) make such conforming entries to conform the loan and accounting policies and practices of LSB ICB to the policies and practices of ONB as contemplated in Section 5.05(b) above and (ii) recognize LSBICB’s expenses of the Merger for financial accounting and/or income tax reporting purposes at such times as are reasonably requested in writing by ONB as contemplated in Section 5.05(c) above, but in no event prior to the 5th day next preceding the Closing Date (as hereinafter defined) and only after ONB acknowledges that all conditions to its obligation to consummate the Merger have been satisfied and certifies to LSB ICB that ONB will at the Effective Time deliver to LSB ICB the certificate contemplated in Section 7.02(g). (e) LSBICB’s representations, warranties and covenants contained in this Agreement shall not be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes undertaken on account of Section 5.05(d).

Accruals for Loan Loss Reserve and Expenses. (a) Prior to the Effective Time, LSB TFC shall and shall cause its Subsidiaries to make, consistent with GAAP, the rules and regulations of the SEC and applicable banking laws and regulations, such appropriate accounting entries in its books and records and use commercially reasonable efforts to take such other actions as LSB TFC and its Subsidiaries shall deem to be necessary or desirable in anticipation of the Merger including, without limitation, accruals or the creation of reserves for employee benefits and Merger-related expenses. (b) LSB TFC recognizes that ONB may have adopted different loan and accounting policies and practices (including loan classifications and levels of loan loss allowances). Subject to applicable law (including without limitation the rules and regulations of the SEC, U.S Department of Justice and Federal Trade Commission guidelines regarding pre-merger information exchange between competitors (the “Guidelines”), applicable banking laws and regulations and GAAP), and in a manner that is not inconsistent with TFC’s need to operate its business in the ordinary course consistent with past practices, from and after the date hereof LSB TFC shall consult and cooperate in good faith with ONB with respect to conforming the loan and accounting policies and practices of LSB TFC to those policies and practices of ONB for financial accounting and/or income tax reporting purposes, as reasonably specified in each case in writing from ONB to LSBTFC, based upon such consultation and subject to the conditions in Section 5.05(d). (c) Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB TFC shall consult and cooperate in good faith with ONB with respect to determining, as reasonably specified in a written notice from ONB to LSBTFC, based upon such consultation and subject to the conditions in Section 5.05(d), the amount and the timing for recognizing for financial accounting and/or income tax reporting purposes of LSBTFC’s expenses of the Merger. (d) Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB TFC shall consult and cooperate in good faith to (i) make such conforming entries to conform the loan and accounting policies and practices of LSB TFC to the policies and practices of ONB as contemplated in Section 5.05(b) above and (ii) recognize LSBTFC’s expenses of the Merger for financial accounting and/or income tax reporting purposes at such times as are reasonably requested in writing by ONB as contemplated in Section 5.05(c) above, but in no event prior to the 5th day next preceding the Closing Date (as hereinafter defined) and only after ONB acknowledges that all conditions to its obligation to consummate the Merger have been satisfied and certifies to LSB TFC that ONB will at the Effective Time deliver to LSB TFC the certificate contemplated in Section 7.02(g). (e) LSBTFC’s representations, warranties and covenants contained in this Agreement shall not be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes undertaken on account of Section 5.05(d).

Accruals for Loan Loss Reserve and Expenses. (a) Prior to the Effective Time, LSB HopFed shall and shall cause its Subsidiaries to make, consistent with GAAP, the rules and regulations of the SEC GAAP and applicable banking laws and regulations, such appropriate accounting entries in its books and records and use commercially reasonable efforts to take such other actions as LSB HopFed and its Subsidiaries shall deem to be necessary or desirable in anticipation of the Merger including, without limitation, accruals or the creation of reserves for employee benefits and Merger-related expenses. (b) LSB HopFed recognizes that ONB First Financial may have adopted different loan and accounting policies and practices (including loan classifications and levels of loan loss allowances). Subject to applicable law (including including, without limitation the rules and regulations of the SEClimitation, applicable banking laws and regulations and GAAP), from and after the date hereof LSB HopFed shall consult and cooperate in good faith with ONB First Financial with respect to conforming the loan and accounting policies and practices of LSB HopFed to those policies and practices of ONB First Financial for financial accounting and/or income tax reporting purposes, as reasonably specified in each case in writing from ONB First Financial to LSBHopFed, based upon such consultation and subject to the conditions in Section 5.05(d5.5(d). (c) Subject to applicable law Law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB HopFed shall consult and cooperate in good faith with ONB First Financial with respect to determining, as reasonably specified in a written notice from ONB First Financial to LSBHopFed, based upon such consultation and subject to the conditions in Section 5.05(d5.5(d), the amount and the timing for recognizing for financial accounting and/or income tax reporting purposes of LSBHopFed’s expenses of the Merger. (d) Subject to applicable law Law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB HopFed and Heritage Bank shall consult and cooperate in good faith to (i) make such conforming changes and entries to conform the loan and accounting policies and practices of LSB to the policies and practices of ONB as contemplated in Section 5.05(b5.5(b) above and (ii) recognize LSB’s expenses of the Merger for financial accounting and/or income tax reporting purposes at such times as are reasonably requested in writing by ONB as contemplated in Section 5.05(c5.5(c) above, but in no event prior to the 5th day next preceding the Closing Date (as hereinafter defined) and only after ONB First Financial acknowledges that all conditions to its obligation to consummate the Merger have been satisfied and certifies to LSB HopFed that ONB First Financial will at the Effective Time deliver to LSB HopFed the certificate contemplated in Section 7.02(g7.3(a) and (b). (e) LSBHopFed’s representations, warranties warranties, and covenants contained in this Agreement shall not be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes undertaken on account of at First Financial’s request in compliance with Section 5.05(d5.5(d).

Accruals for Loan Loss Reserve and Expenses. (a) Prior to the Effective Time, LSB WBKC shall make and shall cause its Subsidiaries to make, consistent with GAAP, the rules and regulations of the SEC GAAP and applicable banking laws and regulations, such appropriate accounting entries in its books and records and use commercially reasonable best efforts to take such other actions as LSB WBKC and its Subsidiaries shall deem to be necessary or desirable in anticipation of the Merger including, without limitation, accruals or the creation of reserves for employee benefits and Merger-related expenses. (b) LSB WBKC recognizes that ONB Horizon may have adopted different loan and accounting policies and practices (including loan classifications and levels of loan loss allowances). Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), from and after the date hereof LSB hereof, WBKC shall consult and cooperate in good faith with ONB Horizon with respect to conforming the loan and accounting policies and practices of LSB WBKC to those policies and practices of ONB Horizon for financial accounting and/or income tax reporting purposes, as reasonably specified in each case in writing from ONB Horizon to LSBWBKC, based upon such consultation and subject to the conditions in Section 5.05(d). (c) Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB WBKC shall consult and cooperate in good faith with ONB Horizon with respect to determining, as reasonably specified in a written notice from ONB Horizon to LSBWBKC, based upon such consultation and subject to the conditions in Section 5.05(d), the amount and the timing for recognizing for financial accounting and/or income tax reporting purposes of LSBWBKC’s expenses of the Merger. (d) Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB WBKC and Wolverine Bank shall consult and cooperate in good faith to (i) make such conforming changes and entries to conform the loan and accounting policies and practices of LSB to the policies and practices of ONB as contemplated in Section 5.05(a), Section 5.05(b) above ), and (ii) recognize LSB’s expenses of the Merger for financial accounting and/or income tax reporting purposes at such times as are reasonably requested in writing by ONB as contemplated in Section 5.05(c) above, but in no event prior to the 5th day next preceding the Closing Date (as hereinafter defined) and only after ONB Horizon acknowledges that all conditions to its obligation to consummate the Merger have been satisfied and certifies to LSB WBKC that ONB Horizon will at the Effective Time deliver to LSB WBKC the certificate contemplated in Section 7.02(g). (e) LSBWBKC’s representations, warranties warranties, and covenants contained in this Agreement shall not be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes undertaken on account of at Horizon’s request in compliance with Section 5.05(d).

Accruals for Loan Loss Reserve and Expenses. (a) Prior to the Effective Time, LSB HBI shall and shall cause its Subsidiaries to make, consistent with GAAP, the rules and regulations of the SEC GAAP and applicable banking laws and regulations, such appropriate accounting entries in its books and records and use commercially reasonable efforts to take such other actions as LSB HBI and its Subsidiaries shall deem to be necessary or desirable in anticipation of the Merger including, without limitation, accruals or the creation of reserves for employee benefits and Merger-related expenses. (b) LSB HBI recognizes that ONB FFC may have adopted different loan and accounting policies and practices (including loan classifications and levels of loan loss allowances). Subject to applicable law Law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), from and after the date hereof LSB HBI shall consult and cooperate in good faith with ONB FFC with respect to conforming the loan and accounting policies and practices of LSB HBI to those policies and practices of ONB FFC for financial accounting and/or income tax reporting purposes, as reasonably specified in each case in writing from ONB FFC to LSBHBI, based upon such consultation and subject to the conditions in Section 5.05(d). (c) Subject to applicable law Law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB HBI shall consult and cooperate in good faith with ONB FFC with respect to determining, as reasonably specified in a written notice from ONB FFC to LSBHBI, based upon such consultation and subject to the conditions in Section 5.05(d), the amount and the timing for recognizing for financial accounting and/or income tax reporting purposes of LSBHBI’s expenses of the Merger. (d) Subject to applicable law Law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB HBI and Xxxxxxx Bank & Trust shall consult and cooperate in good faith to (i) make such conforming changes and entries to conform the loan and accounting policies and practices of LSB to the policies and practices of ONB as contemplated in Section 5.05(b) above and (ii) recognize LSB’s expenses of the Merger for financial accounting and/or income tax reporting purposes at such times as are reasonably requested in writing by ONB as contemplated in Section 5.05(c) above, but but: (i) in no event prior to the 5th day next preceding the Closing Date Date; (as hereinafter definedii) and only after ONB FFC acknowledges in writing that all conditions to its obligation to consummate the Merger have been satisfied and certifies in writing to LSB HBI that ONB FFC will at the Effective Time deliver to LSB HBI the certificate contemplated in Section 7.02(g7.02(f); and (iii) the conforming changes and entries as contemplated in this Section 5.05 shall have no impact on the calculation of HBI Adjusted Consolidated Shareholders’ Equity. (e) LSBNotwithstanding anything to the contrary contained herein, HBI’s representations, warranties warranties, and covenants contained in this Agreement shall not be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes undertaken on account of at FFC’s request in compliance with Section 5.05(d).

Accruals for Loan Loss Reserve and Expenses. (a) Prior to the Effective Time, LSB Dupont shall and shall cause its Subsidiaries to make, consistent with GAAP, the rules and regulations of the SEC GAAP and applicable banking laws and regulations, such appropriate accounting entries in its books and records and use commercially reasonable efforts to take such other actions as LSB and its Subsidiaries Dupont shall deem to be necessary or desirable in anticipation of the Merger including, without limitation, accruals or the creation of reserves for employee benefits and Merger-related expenses. (b) LSB Dupont recognizes that ONB River may have adopted different loan and accounting policies and practices (including loan classifications and levels of loan loss allowances). Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), from and after the date hereof LSB Dupont shall consult and cooperate in good faith with ONB River with respect to conforming the loan and accounting policies and practices of LSB Dupont to those policies and practices of ONB River for financial accounting and/or income tax reporting purposes, as reasonably specified in each case in writing from ONB River to LSB, Dupont based upon such consultation and subject to the conditions in Section 5.05(d4.15(d). (c) Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB Dupont shall consult and cooperate in good faith with ONB River with respect to determining, as reasonably specified in a written notice from ONB River to LSBDupont, based upon such consultation and subject to the conditions in Section 5.05(d4.15(d), the amount and the timing for recognizing for financial accounting and/or income tax reporting purposes of LSBDupont’s expenses of the Merger. (d) Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB Dupont shall consult and cooperate in good faith to (i) make such conforming entries to conform the loan and accounting policies and practices of LSB Dupont to the policies and practices of ONB River as contemplated in Section 5.05(b4.15(b) above and (ii) recognize LSBDupont’s expenses of the Merger for financial accounting and/or income tax reporting purposes at such times as are reasonably requested in writing by ONB River as contemplated in Section 5.05(c4.15(c) above, but in no event prior to the 5th day next preceding the Closing Date (as hereinafter defined) and only after ONB River acknowledges that all conditions to its obligation to consummate the Merger have been satisfied and certifies to LSB Dupont and Citizens, as applicable, that ONB River will at the Effective Time deliver to LSB Dupont the certificate contemplated in by Section 7.02(g)5.2(c) and deliver to Citizens the Merger Consideration. (e) LSBNotwithstanding the foregoing, (i) Dupont’s representations, warranties and covenants contained in this Agreement shall not be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes undertaken on account of Section 5.05(d4.15(d), and (ii) Dupont shall not be required to undertake any such modifications or changes if such action would adversely affect the financial impact of the transactions contemplated herein as the same relate to Citizens.

Accruals for Loan Loss Reserve and Expenses. (a) Prior to the Effective Time, LSB Anchor shall and shall cause its Anchor Subsidiaries to make, consistent with GAAP, the rules and regulations of the SEC and applicable banking laws and regulations, such appropriate accounting entries in its books and records and use commercially reasonable efforts to take such other actions as LSB Anchor and its Anchor Subsidiaries shall deem to be necessary or desirable in anticipation of the Merger including, without limitation, accruals or the creation of reserves for employee benefits and Merger-related expenses. (b) LSB Anchor recognizes that ONB may have adopted different loan and accounting policies and practices (including loan classifications and levels of loan loss allowances). Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP) and the conditions in Section 5.05(d), from and after the date hereof LSB Anchor shall consult and cooperate in good faith with ONB with respect to conforming the loan and accounting policies and practices of LSB Anchor to those policies and practices of ONB for financial accounting and/or income tax reporting purposes, as reasonably specified in each case in writing from ONB to LSBAnchor, based upon such consultation and subject to the conditions in Section 5.05(d)consultation. (c) Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP) and the conditions in Section 5.05(d), LSB Anchor shall consult and cooperate in good faith with ONB with respect to determining, as reasonably specified in a written notice from ONB to LSBAnchor, based upon such consultation and subject to the conditions in Section 5.05(d)consultation, the amount and the timing for recognizing for financial accounting and/or income tax reporting purposes of LSBAnchor’s expenses of the Merger. (d) Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB Anchor shall consult and cooperate in good faith to (i) make such conforming entries to conform the loan and accounting policies and practices of LSB Anchor to the policies and practices of ONB as contemplated in Section 5.05(b) above and (ii) recognize LSBAnchor’s expenses of the Merger for financial accounting and/or income tax reporting purposes at such times as are reasonably requested in writing by ONB as contemplated in Section 5.05(c) above, but in no event prior to the 5th fifth (5th) day next preceding the Closing Date (as hereinafter defined) and only after ONB acknowledges that all conditions to its obligation to consummate the Merger have been satisfied and certifies to LSB Anchor that ONB will at the Effective Time deliver to LSB Anchor the certificate contemplated in Section 7.02(g). (e) LSBAnchor’s representations, warranties and covenants contained in this Agreement shall not be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes undertaken on account of Section 5.05(d).

Accruals for Loan Loss Reserve and Expenses. (a) Prior to the Effective Time, LSB shall MBT shall, and shall cause its Subsidiaries Subsidiaries, to make, consistent with GAAP, the rules and regulations of the SEC GAAP and applicable banking laws and regulations, such appropriate accounting entries in its books and records and use commercially reasonable efforts to take such other actions as LSB MBT and its Subsidiaries shall deem to be necessary or desirable in anticipation of the Merger including, without limitation, accruals or the creation of reserves for employee benefits and Merger-related expenses. (b) LSB MBT recognizes that ONB MainSource may have adopted different loan and accounting policies and practices (including loan classifications and levels of loan loss allowances). Subject to applicable law (including without limitation the rules and regulations of the SECU.S Department of Justice and Federal Trade Commission guidelines regarding pre-merger information exchange between competitors, applicable banking laws and regulations and GAAP), and in a manner that is not inconsistent with MBT’s need to operate its business in the ordinary course consistent with past practices, from and after the date hereof LSB MBT shall consult and cooperate in good faith with ONB MainSource with respect to conforming the loan and accounting policies and practices of LSB MBT to those policies and practices of ONB MainSource for financial accounting and/or income tax reporting purposes, as reasonably specified in each case in writing from ONB MainSource to LSBMBT, based upon such consultation and subject to the conditions in Section 5.05(d). (c) Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB MBT shall consult and cooperate in good faith with ONB MainSource with respect to determining, as reasonably specified in a written notice from ONB MainSource to LSBMBT, based upon such consultation and subject to the conditions in Section 5.05(d), the amount and the timing for recognizing for financial accounting and/or income tax reporting purposes of LSBMBT’s expenses of the Merger. (d) Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB MBT shall consult and cooperate in good faith with MainSource to (i) make such conforming entries to conform the loan and accounting policies and practices of LSB MBT to the policies and practices of ONB MainSource as contemplated in Section 5.05(b) above and (ii) recognize LSBMBT’s expenses of the Merger for financial accounting and/or income tax reporting purposes at such times as are reasonably requested in writing by ONB MainSource as contemplated in Section 5.05(c) above, but in no event prior to the 5th day next preceding the Closing Date (as hereinafter defined) and only after ONB MainSource acknowledges that all conditions to its obligation to consummate the Merger have been satisfied and certifies to LSB MBT that ONB MainSource will at the Effective Time deliver to LSB MBT the certificate contemplated in Section 7.02(g). (e) LSBMBT’s representations, warranties and covenants contained in this Agreement shall not be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes undertaken on account of Section 5.05(d).

Accruals for Loan Loss Reserve and Expenses. (a) Prior to the Effective Time, LSB First Century shall and shall cause its Subsidiaries to make, consistent with GAAP, the rules and regulations of the SEC GAAP and applicable banking laws and regulations, such appropriate accounting entries in its books and records and use commercially reasonable efforts to take such other actions as LSB First Century and its Subsidiaries shall deem to be necessary or desirable in anticipation of the Merger including, without limitation, accruals or the creation of reserves for employee benefits and Merger-related expenses. (b) LSB recognizes that ONB may have adopted different loan and accounting policies and practices (including loan classifications and levels of loan loss allowances). Subject to applicable law Law (including including, without limitation the rules and regulations of the SEClimitation, applicable banking laws and regulations and GAAP), from and after the date hereof LSB First Century shall consult and cooperate in good faith with ONB with respect to conforming the loan and accounting policies and practices of LSB to those policies and practices of ONB for financial accounting and/or income tax reporting purposes, as reasonably specified in each case in writing from ONB to LSB, based upon such consultation and subject to the conditions in Section 5.05(d). (c) Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB shall consult and cooperate in good faith with ONB First Internet with respect to determining, as reasonably specified in a written notice from ONB First Internet to LSBFirst Century, based upon such consultation and subject to the conditions in Section 5.05(d), the amount and the timing for recognizing for financial accounting and/or income tax reporting purposes of LSBFirst Century’s expenses of the Merger. (dc) Subject to applicable law Law (including including, without limitation the rules and regulations of the SEClimitation, applicable banking laws and regulations and GAAP), LSB First Century and First Century Bank shall consult and cooperate in good faith to (i) make such conforming changes and entries to conform the loan and accounting policies and practices of LSB to the policies and practices of ONB as contemplated in Section 5.05(b) above and (ii) recognize LSB’s expenses of the Merger for financial accounting and/or income tax reporting purposes at such times as are reasonably requested in writing by ONB as contemplated in Section 5.05(c) above, but but: (i) in no event prior to the 5th fifth (5th) day next preceding the Closing Date Date; (as hereinafter definedii) and only after ONB First Internet acknowledges in writing that all conditions to its obligation to consummate the Merger have been satisfied and certifies in writing to LSB First Century that ONB First Internet will at the Effective Time deliver to LSB First Century the certificate contemplated in Section 7.02(g7.02(f); and (iii) the conforming changes and entries as contemplated in this Section 5.05 shall have no impact on the calculation of First Century Adjusted Consolidated Shareholders’ Equity. (ed) LSBNotwithstanding anything to the contrary contained herein, First Century’s representations, warranties warranties, and covenants contained in this Agreement shall not be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes undertaken on account of at First Internet’s request in compliance with Section 5.05(d).

Accruals for Loan Loss Reserve and Expenses. (a) Prior to the Effective Time, LSB 1st Independence and 1st Bank shall and shall cause its Subsidiaries to make, consistent with GAAPgenerally accepted accounting principles applied on a consistent basis, the rules and regulations of the SEC and applicable banking laws and regulations, such appropriate accounting entries in its books and records and use commercially reasonable efforts to take such other actions as LSB 1st Independence and its Subsidiaries 1st Bank shall deem to be necessary or desirable in anticipation of the Merger includingMerger, including without limitationlimitation additional provisions to its loan loss reserve in the amount set forth in the Disclosure Schedule, and accruals or the creation of reserves for employee benefits and Merger-related expenses. (b) LSB 1st Independence recognizes that ONB MainSource may have adopted different loan and accounting policies and practices (including loan classifications and levels of loan loss allowances). Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAPgenerally accepted accounting principles applied on a consistent basis), from and after the date hereof LSB 1st Independence shall consult and cooperate in good faith with ONB MainSource with respect to conforming the loan and accounting policies and practices of LSB 1st Independence to those policies and practices of ONB MainSource for financial accounting and/or income tax reporting purposes, as reasonably specified in each case in writing from ONB MainSource to LSB1st Independence, based upon such consultation and subject to the conditions in Section 5.05(d). (c) Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAPgenerally accepted accounting principles applied on a consistent basis), LSB 1st Independence shall consult and cooperate in good faith with ONB MainSource with respect to determining, as reasonably specified in a written notice from ONB MainSource to LSB1st Independence, based upon such consultation and subject to the conditions in Section 5.05(d), the amount and the timing for recognizing for financial accounting and/or income tax reporting purposes of LSB1st Independence’s and 1st Bank’s expenses of the Merger. (d) Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAPgenerally accepted accounting principles applied on a consistent basis), LSB 1st Independence shall consult and cooperate in good faith to (i) make such conforming entries to conform the loan and accounting policies and practices of LSB 1st Independence to the policies and practices of ONB MainSource as contemplated in Section 5.05(b) above and (ii) recognize LSB1st Independence’s expenses of the Merger for financial accounting and/or income tax reporting purposes at such times as are reasonably requested in writing by ONB MainSource as contemplated in Section 5.05(c) above, but in no event prior to the 5th day next preceding the Closing Date (as hereinafter defined) and only after ONB MainSource acknowledges that all conditions to its obligation to consummate the Merger have been satisfied and certifies to LSB 1st Independence that ONB MainSource will at the Effective Time deliver to LSB 1st Independence the certificate contemplated in Section 7.02(g). (e) LSB1st Independence and 1st Bank’s representations, warranties and covenants contained in this Agreement shall not be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes undertaken on account of Section 5.05(d), nor shall any such modifications or changes undertaken on account of this Section 5.05(d)(i) have any impact or result in any adjustments to 1st Independence’s Consolidated Tangible Shareholders’ Equity as determined pursuant to Section 2.02.

Accruals for Loan Loss Reserve and Expenses. (a) Prior to the Effective Time, LSB SCB shall and shall cause its Subsidiaries to make, consistent with GAAP, the rules and regulations of the SEC GAAP and applicable banking laws and regulations, such appropriate accounting entries in its books and records and use commercially reasonable efforts to take such other actions as LSB SCB and its Subsidiaries shall deem to be necessary or desirable in anticipation of the Merger including, without limitation, accruals or the creation of reserves for employee benefits and Merger-related expenses. (b) LSB SCB recognizes that ONB Horizon may have adopted different loan and accounting policies and practices (including loan classifications and levels of loan loss allowances). Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), from and after the date hereof LSB SCB shall consult and cooperate in good faith with ONB Horizon with respect to conforming the loan and accounting policies and practices of LSB SCB to those policies and practices of ONB Horizon for financial accounting and/or income tax reporting purposes, as reasonably specified in each case in writing from ONB Horizon to LSBSCB, based upon such consultation and subject to the conditions in Section 5.05(d). (c) Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB SCB shall consult and cooperate in good faith with ONB Horizon with respect to determining, as reasonably specified in a written notice from ONB Horizon to LSBSCB, based upon such consultation and subject to the conditions in Section 5.05(d), the amount and the timing for recognizing for financial accounting and/or income tax reporting purposes of LSBSCB’s expenses of the Merger. (d) Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB SCB and Summit Bank shall consult and cooperate in good faith to (i) make such conforming changes and entries to conform the loan and accounting policies and practices of LSB to the policies and practices of ONB as contemplated in Section 5.05(b) above and (ii) recognize LSB’s expenses of the Merger for financial accounting and/or income tax reporting purposes at such times as are reasonably requested in writing by ONB as contemplated in Section 5.05(c) above, but in no event prior to the 5th day next preceding the Closing Date (as hereinafter defined) and only after ONB Horizon acknowledges that all conditions to its obligation to consummate the Merger have been satisfied and certifies to LSB SCB that ONB Horizon will at the Effective Time deliver to LSB SCB the certificate contemplated in Section 7.02(g). (e) LSBSCB’s representations, warranties and covenants contained in this Agreement shall not be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes undertaken on account of at Horizon’s request in compliance with Section 5.05(d).

Accruals for Loan Loss Reserve and Expenses. (a) Prior to the Effective Time, LSB shall FCB shall, and shall cause its Subsidiaries Subsidiaries, to make, consistent with GAAP, the rules and regulations of the SEC GAAP and applicable banking laws and regulations, such appropriate accounting entries in its books and records and use commercially reasonable efforts to take such other actions as LSB FCB and its Subsidiaries shall deem to be necessary or desirable in anticipation of the Merger including, without limitation, accruals or the creation of reserves for employee benefits and Merger-related expenses. (b) LSB FCB recognizes that ONB MainSource may have adopted different loan and accounting policies and practices (including loan classifications and levels of loan loss allowances). Subject to applicable law (including without limitation the rules and regulations of the SECU.S Department of Justice and Federal Trade Commission guidelines regarding pre-merger information exchange between competitors, applicable banking laws and regulations and GAAP), and in a manner that is not inconsistent with FCB’s obligation to operate its business in the ordinary course consistent with past practices, from and after the date hereof LSB FCB shall consult and cooperate in good faith with ONB MainSource with respect to conforming the loan loan, credit and accounting policies and practices of LSB FCB to those policies and practices of ONB MainSource for financial accounting and/or income tax reporting purposes, as reasonably specified in each case in writing from ONB MainSource to LSBFCB, based upon such consultation and subject to the conditions in Section 5.05(d). (c) Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB FCB shall consult and cooperate in good faith with ONB MainSource with respect to determining, as reasonably specified in a written notice from ONB MainSource to LSBFCB, based upon such consultation and subject to the conditions in Section 5.05(d), the amount and the timing for recognizing for financial accounting and/or income tax reporting purposes of LSBFCB’s expenses of the Merger. (d) Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB FCB shall consult and cooperate in good faith with MainSource to (i) make such conforming entries to conform the loan and accounting policies and practices of LSB FCB to the policies and practices of ONB MainSource as contemplated in Section 5.05(b) above and (ii) recognize LSBFCB’s expenses of the Merger for financial accounting and/or income tax reporting purposes at such times as are reasonably requested in writing by ONB MainSource as contemplated in Section 5.05(c) above, but in no event prior to the 5th day next preceding the Closing Date (as hereinafter defined) and only after ONB MainSource acknowledges that all conditions to its obligation to consummate the Merger have been satisfied and certifies to LSB FCB that ONB MainSource will at the Effective Time deliver to LSB FCB the certificate contemplated in Section 7.02(g). (e) LSBFCB’s representations, warranties and covenants contained in this Agreement shall not be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes undertaken on account of Section 5.05(d).

Accruals for Loan Loss Reserve and Expenses. (a) Prior to the Effective Time, LSB LxXxxxxxxx Corporation and LxXxxxxxxx Bank shall and shall cause its Subsidiaries to make, consistent with GAAPGAAP applied on a consistent basis, the rules and regulations of the SEC and applicable banking laws and regulations, such appropriate accounting entries in its books and records and use commercially reasonable best efforts to take such other actions as LSB LxXxxxxxxx Corporation and its Subsidiaries LxXxxxxxxx Bank shall deem to be necessary or desirable in anticipation of the Merger includingShare Exchange, including without limitationlimitation additional provisions to its loan loss reserve, and accruals or the creation of reserves for employee benefits and MergerShare Exchange-related expenses. (b) LSB LxXxxxxxxx Corporation recognizes that ONB CTBI may have adopted different loan and accounting policies and practices (including loan classifications and levels of loan loss allowances). Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAPGAAP applied on a consistent basis), from and after the date hereof LSB LxXxxxxxxx Corporation shall consult and cooperate in good faith with ONB CTBI with respect to conforming the loan and accounting policies and practices of LSB LxXxxxxxxx Corporation to those policies and practices of ONB CTBI for financial accounting and/or income tax reporting purposes, as reasonably specified in each case in writing from ONB CTBI to LSBLxXxxxxxxx Corporation, based upon such consultation and subject to the conditions in Section 5.05(d5.7(d). (c) Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAPGAAP applied on a consistent basis), LSB LxXxxxxxxx Corporation shall consult and cooperate in good faith with ONB CTBI with respect to determining, as reasonably specified in a written notice from ONB CTBI to LSBLxXxxxxxxx Corporation, based upon such consultation and subject to the conditions in Section 5.05(d5.7(d), the amount and the timing for recognizing for financial accounting and/or income tax reporting purposes of LSBLxXxxxxxxx Corporation’s and LxXxxxxxxx Bank’s expenses of the MergerShare Exchange. (d) Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAPGAAP applied on a consistent basis), LSB LxXxxxxxxx Corporation shall consult and cooperate in good faith to to: (i) make such conforming entries to conform the loan and accounting policies and practices of LSB LxXxxxxxxx Corporation to the policies and practices of ONB CTBI as contemplated in Section 5.05(b5.7(b) above above; and (ii) recognize LSBLxXxxxxxxx Corporation’s expenses of the Merger Share Exchange for financial accounting and/or income tax reporting purposes at such times as are reasonably requested in writing by ONB CTBI as contemplated in Section 5.05(c5.7(c) above, but in no event prior to the 5th fifth (5th) day next preceding the Closing Date (as hereinafter defined) and only after ONB CTBI acknowledges that all conditions to its obligation to consummate the Merger Share Exchange have been satisfied and certifies to LSB LxXxxxxxxx Corporation that ONB CTBI will at the Effective Time deliver to LSB LxXxxxxxxx Corporation the certificate contemplated in Section 7.02(g7.2(f). (e) LSBLxXxxxxxxx Corporation and LxXxxxxxxx Bank’s representations, warranties and covenants contained in this Agreement shall not be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes undertaken on account of Section 5.05(d5.7(d).

Accruals for Loan Loss Reserve and Expenses. (a) Prior to the Effective Time, LSB RYFL shall and shall cause its Subsidiaries to make, consistent with GAAP, the rules and regulations of the SEC GAAP and applicable banking laws Laws and regulations, such appropriate accounting entries in its books and records and use commercially reasonable best efforts to take such other actions as LSB RYFL and its Subsidiaries shall deem to be necessary or desirable in anticipation of the Merger including, without limitation, accruals or the creation of reserves for employee benefits and Merger-related expenses. (b) LSB RYFL recognizes that ONB FNWD may have adopted different loan and accounting policies and practices (including loan classifications and levels of loan loss allowances). Subject to applicable law Law (including without limitation the rules and regulations of the SEC, applicable banking laws Laws and regulations and GAAP), from and after the date hereof LSB RYFL shall consult and cooperate in good faith with ONB FNWD with respect to conforming the loan and accounting policies and practices of LSB RYFL to those AGREEMENT AND PLAN OF MERGER PAGE 47 policies and practices of ONB FNWD for financial accounting and/or income tax reporting purposes, as reasonably specified in each case in writing from ONB FNWD to LSBRYFL, based upon such consultation and subject to the conditions in Section 5.05(d). (c) Subject to applicable law Law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB RYFL shall consult and cooperate in good faith with ONB FNWD with respect to determining, as reasonably specified in a written notice from ONB FNWD to LSBRYFL, based upon such consultation and subject to the conditions in Section 5.05(d), the amount and the timing for recognizing for financial accounting and/or income tax reporting purposes of LSBRYFL’s expenses of the Merger. (d) Subject to applicable law Law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB RYFL and Royal Bank shall consult and cooperate in good faith to (i) make such conforming changes and entries to conform the loan and accounting policies and practices of LSB to the policies and practices of ONB as contemplated in Section 5.05(b) above and (ii) recognize LSB’s expenses of the Merger for financial accounting and/or income tax reporting purposes at such times as are reasonably requested in writing by ONB as contemplated in Section 5.05(c) above, but in no event prior to the 5th fifth day next preceding the Closing Date (as hereinafter defined) Date, and only after ONB FNWD acknowledges that all conditions to its obligation to consummate the Merger have been satisfied satisfied, and certifies to LSB RYFL that ONB FNWD will at the Effective Time deliver to LSB RYFL the certificate contemplated in Section 7.02(g). (e) LSBRYFL’s representations, warranties warranties, and covenants contained in this Agreement shall not be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes undertaken on account of at FNWD’s request in compliance with Section 5.05(d).

Accruals for Loan Loss Reserve and Expenses. (a) Prior to the Effective Time, LSB First Personal shall and shall cause its Subsidiaries to make, consistent with GAAP, the rules and regulations of the SEC GAAP and applicable banking laws Laws and regulations, such appropriate accounting entries in its books and records and use commercially reasonable efforts to take such other actions as LSB First Personal and its Subsidiaries shall deem to be necessary or desirable in anticipation of the Merger including, without limitation, accruals or the creation of reserves for employee benefits and Merger-related expenses. (b) LSB First Personal recognizes that ONB NWIN may have adopted different loan and accounting policies and practices (including loan classifications and levels of loan loss allowances). Subject to applicable law Laws (including without limitation the rules and regulations of the SEC, applicable banking laws Law and regulations and GAAP), from and after the date hereof LSB First Personal shall consult and cooperate in good faith with ONB NWIN with respect to conforming the loan and accounting policies and practices of LSB First Personal to those policies and practices of ONB NWIN for financial accounting and/or income tax reporting purposes, as reasonably specified in each case in writing from ONB NWIN to LSBFirst Personal, based upon such consultation and subject to the conditions in Section 5.05(d). (c) Subject to applicable law Law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB First Personal shall consult and cooperate in good faith with ONB NWIN with respect to determining, as reasonably specified in a written notice from ONB NWIN to LSBFirst Personal, based upon such consultation and subject to the conditions in Section 5.05(d), the amount and the timing for recognizing for financial accounting and/or income tax reporting purposes of LSBFirst Personal’s expenses of the Merger. (d) Subject to applicable law Law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB First Personal and FPB shall consult and cooperate in good faith to (i) make such conforming changes and entries to conform the loan and accounting policies and practices of LSB to the policies and practices of ONB as contemplated in Section 5.05(b) above and (ii) recognize LSB’s expenses of the Merger for financial accounting and/or income tax reporting purposes at such times as are reasonably requested in writing by ONB as contemplated in Section 5.05(c) above, but in no event prior to the 5th fifth day next preceding the Closing Date (as hereinafter defined) Date, and only after ONB NWIN acknowledges that all conditions to its obligation to consummate the Merger have been satisfied satisfied, and certifies to LSB First Personal that ONB NWIN will at the Effective Time deliver to LSB First Personal the certificate contemplated in Section 7.02(g). . (e) LSBFirst Personal’s representations, warranties warranties, and covenants contained in this Agreement shall not be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes undertaken on account of at NWIN’s request in compliance with Section 5.05(d).

Accruals for Loan Loss Reserve and Expenses. (a) Prior to the Effective Time, LSB SBI shall and shall cause its Subsidiaries to make, consistent with GAAP, the rules and regulations of the SEC GAAP and applicable banking laws and regulations, such appropriate accounting entries in its books and records and use commercially reasonable efforts to take such other actions as LSB SBI and its Subsidiaries shall deem to be necessary or desirable in anticipation of the Merger including, without limitation, accruals or the creation of reserves for employee benefits and Merger-related expenses. (b) LSB SBI recognizes that ONB Horizon may have adopted different loan and accounting policies and practices (including loan classifications and levels of loan loss allowances). Subject to applicable law (including including, without limitation the rules and regulations of the SEClimitation, applicable banking laws and regulations and GAAP), from and after the date hereof LSB SBI shall consult and cooperate in good faith with ONB Horizon with respect to conforming the loan and accounting policies and practices of LSB SBI to those policies and practices of ONB Horizon for financial accounting and/or income tax reporting purposes, as reasonably specified in each case in writing from ONB Horizon to LSBSBI, based upon such consultation and subject to the conditions in Section 5.05(d). (c) Subject to applicable law Law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB SBI shall consult and cooperate in good faith with ONB Horizon with respect to determining, as reasonably specified in a written notice from ONB Horizon to LSBSBI, based upon such consultation and subject to the conditions in Section 5.05(d), the amount and the timing for recognizing for financial accounting and/or income tax reporting purposes of LSBSBI’s expenses of the Merger. (d) Subject to applicable law Law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB SBI and SBTC shall consult and cooperate in good faith to (i) make such conforming changes and entries to conform the loan and accounting policies and practices of LSB to the policies and practices of ONB as contemplated in Section 5.05(b) above and (ii) recognize LSB’s expenses of the Merger for financial accounting and/or income tax reporting purposes at such times as are reasonably requested in writing by ONB as contemplated in Section 5.05(c) above, but in no event prior to the 5th day next preceding the Closing Date (as hereinafter defined) and only after ONB Horizon acknowledges that all conditions to its obligation to consummate the Merger have been satisfied and certifies to LSB SBI that ONB Horizon will at the Effective Time deliver to LSB SBI the certificate contemplated in Section 7.02(g). (e) LSBSBI’s representations, warranties warranties, and covenants contained in this Agreement shall not be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes undertaken on account of at Horizon’s request in compliance with Section 5.05(d).

Accruals for Loan Loss Reserve and Expenses. (a) Prior to the Effective Time, LSB 1st Independence and 1st Bank shall and shall cause its Subsidiaries to make, consistent with GAAPgenerally accepted accounting principles applied on a consistent basis, the rules and regulations of the SEC and applicable banking laws and regulations, such appropriate accounting entries in its books and records and use commercially reasonable efforts to take such other actions as LSB 1st Independence and its Subsidiaries 1st Bank shall deem to be necessary or desirable in anticipation of the Merger includingMerger, including without limitationlimitation additional provisions to its loan loss reserve in the amount set forth in the Disclosure Schedule, and accruals or the creation of reserves for employee benefits and Merger-related expenses. (b) LSB 1st Independence recognizes that ONB MainSource may have adopted different loan and accounting policies and practices (including loan classifications and levels of loan loss allowances). Subject allowances).Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAPgenerally accepted accounting principles applied on a consistent basis), from and after the date hereof LSB 1st Independence shall consult and cooperate in good faith with ONB MainSource with respect to conforming the loan and accounting policies and practices of LSB 1st Independence to those policies and practices of ONB MainSource for financial accounting and/or income tax reporting purposes, as reasonably specified in each case in writing from ONB MainSource to LSB1st Independence, based upon such consultation and subject to the conditions in Section 5.05(d). (c) Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAPgenerally accepted accounting principles applied on a consistent basis), LSB 1st Independence shall consult and cooperate in good faith with ONB MainSource with respect to determining, as reasonably specified in a written notice from ONB MainSource to LSB1st Independence, based upon such consultation and subject to the conditions in Section 5.05(d), the amount and the timing for recognizing for financial accounting and/or income tax reporting purposes of LSB’s 1st Independence's and 1st Bank's expenses of the Merger. (d) Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAPgenerally accepted accounting principles applied on a consistent basis), LSB 1st Independence shall consult and cooperate in good faith to (i) make such conforming entries to conform the loan and accounting policies and practices of LSB 1st Independence to the policies and practices of ONB MainSource as contemplated in Section 5.05(b) above and (ii) recognize LSB’s 1st Independence's expenses of the Merger for financial accounting and/or income tax reporting purposes at such times as are reasonably requested in writing by ONB MainSource as contemplated in Section 5.05(c) above, but in no event prior to the 5th day next preceding the Closing Date (as hereinafter defined) and only after ONB MainSource acknowledges that all conditions to its obligation to consummate the Merger have been satisfied and certifies to LSB 1st Independence that ONB MainSource will at the Effective Time deliver to LSB 1st Independence the certificate contemplated in Section 7.02(g). (e) LSB’s 1st Independence and 1st Bank's representations, warranties and covenants contained in this Agreement shall not be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes undertaken on account of Section 5.05(d), nor shall any such modifications or changes undertaken on account of this Section 5.05(d)(i) have any impact or result in any adjustments to 1st Independence's Consolidated Tangible Shareholders' Equity as determined pursuant to Section 2.02.

Accruals for Loan Loss Reserve and Expenses. (a) Prior to the Effective Time, LSB AJSB shall and shall cause its Subsidiaries to make, consistent with GAAP, the rules and regulations of the SEC GAAP and applicable banking laws Laws and regulations, such appropriate accounting entries in its books and records and use commercially reasonable best efforts to take such other actions as LSB AJSB and its Subsidiaries shall deem to be necessary or desirable in anticipation of the Merger including, without limitation, accruals or the creation of reserves for employee benefits and Merger-related expenses. (b) LSB AJSB recognizes that ONB NWIN may have adopted different loan and accounting policies and practices (including loan classifications and levels of loan loss allowances). Subject to applicable law Law (including without limitation the rules and regulations of the SEC, applicable banking laws Laws and regulations and GAAP), from and after the date hereof LSB AJSB shall consult and cooperate in good faith with ONB NWIN with respect to conforming the loan and accounting policies and practices of LSB AJSB to those policies and practices of ONB NWIN for financial accounting and/or income tax reporting purposes, as reasonably specified in each case in writing from ONB NWIN to LSBAJSB, based upon such consultation and subject to the conditions in Section 5.05(d). (c) Subject to applicable law Law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB AJSB shall consult and cooperate in good faith with ONB NWIN with respect to determining, as reasonably specified in a written notice from ONB NWIN to LSBAJSB, based upon such consultation and subject to the conditions in Section 5.05(d), the amount and the timing for recognizing for financial accounting and/or income tax reporting purposes of LSBAJSB’s expenses of the Merger. (d) Subject to applicable law Law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB AJSB and AJS Bank shall consult and cooperate in good faith to (i) make such conforming changes and entries to conform the loan and accounting policies and practices of LSB to the policies and practices of ONB as contemplated in Section 5.05(b) above and (ii) recognize LSB’s expenses of the Merger for financial accounting and/or income tax reporting purposes at such times as are reasonably requested in writing by ONB as contemplated in Section 5.05(c) above, but in no event prior to the 5th fifth day next preceding the Closing Date (as hereinafter defined) Date, and only after ONB NWIN acknowledges that all conditions to its obligation to consummate the Merger have been satisfied satisfied, and certifies to LSB AJSB that ONB NWIN will at the Effective Time deliver to LSB AJSB the certificate contemplated in Section 7.02(g). (e) LSBAJSB’s representations, warranties warranties, and covenants contained in this Agreement shall not be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes undertaken on account of at NWIN’s request in compliance with Section 5.05(d).. AGREEMENT AND PLAN OF MERGER PAGE 45

Accruals for Loan Loss Reserve and Expenses. (a) Prior to the Effective Time, LSB Peoples shall and shall cause its Subsidiaries to make, consistent with GAAP, the rules and regulations of the SEC GAAP and applicable banking laws and regulations, such appropriate accounting entries in its books and records and use commercially reasonable efforts to take such other actions as LSB Peoples and its Subsidiaries shall deem to be necessary or desirable in anticipation of the Merger including, without limitation, accruals or the creation of reserves for employee benefits and Merger-related expenses. (b) LSB Peoples recognizes that ONB Horizon may have adopted different loan and accounting policies and practices (including loan classifications and levels of loan loss allowances). Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), from and after the date hereof LSB Peoples shall consult and cooperate in good faith with ONB Horizon with respect to conforming the loan and accounting policies and practices of LSB Peoples to those policies and practices of ONB Horizon for financial accounting and/or income tax reporting purposes, as reasonably specified in each case in writing from ONB Horizon to LSBPeoples, based upon such consultation and subject to the conditions in Section 5.05(d). (c) Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB Peoples shall consult and cooperate in good faith with ONB Horizon with respect to determining, as reasonably specified in a written notice from ONB Horizon to LSBPeoples, based upon such consultation and subject to the conditions in Section 5.05(d), the amount and the timing for recognizing for financial accounting and/or income tax reporting purposes of LSB’s Peoples’ expenses of the Merger. (d) Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), LSB Peoples and Peoples Bank shall consult and cooperate in good faith to (i) make such conforming changes and entries to conform the loan and accounting policies and practices of LSB to the policies and practices of ONB as contemplated in Section 5.05(b) above and (ii) recognize LSB’s expenses of the Merger for financial accounting and/or income tax reporting purposes at such times as are reasonably requested in writing by ONB as contemplated in Section 5.05(c) above, but in no event prior to the 5th day next preceding the Closing Date (as hereinafter defined) and only after ONB Horizon acknowledges that all conditions to its obligation to consummate the Merger have been satisfied and certifies to LSB Peoples that ONB Horizon will at the Effective Time deliver to LSB Peoples the certificate contemplated in Section 7.02(g). (e) LSB’s Peoples’ representations, warranties and covenants contained in this Agreement shall not be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes undertaken on account of at Horizon’s request in compliance with Section 5.05(d).