Common use of Financial Statements, Reports Clause in Contracts

Financial Statements, Reports. 4.6.1. Cheviot Financial has previously made available to MainSource the Cheviot Financial Financial Statements. The Cheviot Financial Financial Statements have been prepared in accordance with GAAP or regulatory accounting principles or regulatory instructions, as applicable, from the books and records of Cheviot Financial and each Cheviot Financial Subsidiary, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations, cash flows, and changes to shareholders’ equity of Cheviot Financial and the Cheviot Financial Subsidiaries on a consolidated basis as of and for the respective periods ended on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q. 4.6.2. At the date of each balance sheet included in the Cheviot Financial Financial Statements, Cheviot Financial did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Cheviot Financial Financial Statements or in the footnotes thereto which are not reflected or reserved against therein in accordance with GAAP or appropriately disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. 4.6.3. Cheviot Financial and each Cheviot Financial Subsidiary has timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2014 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith. The Cheviot Financial Regulatory Reports, to the extent they contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements. 4.6.4. None of Cheviot Financial or any Cheviot Financial Subsidiaries’ records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of it or the Cheviot Financial Subsidiary or accountants except in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Cheviot Financial. Cheviot Financial (x) has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) of the Exchange Act) that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP and to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets and (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (y) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Cheviot Financial, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of Cheviot Financial by others within those entities, and (z) has disclosed, based on its most recent evaluation prior to the date hereof, to Cheviot Financial’s outside auditors and the audit committee of the Cheviot Financial Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Cheviot Financial’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Cheviot Financial’s internal control over financial reporting. These disclosures (if any) were made in writing by management to Cheviot Financial’s auditors and audit committee and a copy has previously been made available to MainSource. As of the date hereof, Cheviot Financial has no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. 4.6.5. Since December 31, 2014, (A) neither Cheviot Financial nor any Cheviot Financial Subsidiary nor, to its Knowledge, any director, officer, employee, auditor, accountant or representative of Cheviot Financial or any Cheviot Financial Subsidiary has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Cheviot Financial or any Cheviot Financial Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Cheviot Financial or any Cheviot Financial Subsidiary has engaged in questionable accounting or auditing practices, and (B) no attorney representing Cheviot Financial or any Cheviot Financial Subsidiary, whether or not employed by Cheviot Financial or any Cheviot Financial Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it or any of its officers, directors, employees or agents to its Board of Directors or any committee thereof or to any of its directors or officers. 4.6.6. Cheviot Financial has filed all reports, schedules, registration statements, prospectuses, and other documents, together with all amendments thereto, required to be filed with the SEC since December 31, 2014 (the “Cheviot Financial Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the Cheviot Financial Reports complied, and each Cheviot Financial Report filed subsequent to the date hereof and prior to the Effective Time will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended (the “Xxxx-Xxxxx Act”), and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the Cheviot Financial Reports. None of the Cheviot Financial Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of Cheviot Financial has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act and to the Knowledge of Cheviot Financial no enforcement action has been initiated by the SEC against Cheviot Financial or its officers or directors relating to disclosures contained in any Cheviot Financial Report.

Financial Statements, Reports. 4.6.1. Cheviot (a) True and complete copies of the Financial has previously made available to MainSource the Cheviot Financial Financial StatementsStatements are set forth on Schedule 3.6(a). The Cheviot Financial Financial Statements have been were prepared in accordance with GAAP or regulatory accounting principles or regulatory instructions, as applicable, from the books and records of Cheviot Financial and each Cheviot Financial Subsidiarymember of the Seller Group, and (including the related notes where applicable) balance sheets included in the Financial Statements fairly present in each case present, in all material respects (subject in respects, the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations, cash flows, and changes as it relates to shareholders’ equity of Cheviot Financial the Purchased Assets and the Cheviot Financial Subsidiaries on a consolidated basis Assumed Liabilities, of such member of the Seller Group as of and for the respective periods ended on the dates thereof, and the statements of income and cash flows of such member of the Seller Group included in accordance with GAAP during the Financial Statements fairly present, in all material respects, the results of income and cash flows, as the case may be, as they relate to the Purchased Assets and Assumed Liabilities, of such member of the Seller Group for the periods involvedset forth therein (subject, except as indicated in the notes thereto, or in the case of unaudited statements, to normal year-end audit adjustments which will not be material in amount or effect), in each case in accordance with generally accepted accounting principles applied on a basis consistent with the Accounting Principles, except as permitted by Form 10may be noted therein or as set forth on Schedule 3.6(a) and except that statutory financial statements are prepared in accordance with applicable statutory accounting principles. (b) Except in connection with debtor-Q. 4.6.2. At in-possession financing, no member of the date of each balance sheet included in the Cheviot Financial Financial Statements, Cheviot Financial did not have any liabilitiesSeller Group has indebtedness, obligations or loss contingencies liabilities of any nature kind (whether accrued, absolute, accrued, contingent or otherwise, and whether due or to become due) of a type required related to be reflected in such Cheviot Financial Financial Statements the Purchased Assets or in the footnotes thereto Assumed Liabilities which are not reflected or adequately reserved against therein on the applicable balance sheet dated as of June 30, 2001 included in accordance with GAAP or appropriately disclosed in a footnote thereto, except for liabilitiesthe Financial Statements other than such indebtedness, obligations and loss contingencies which are not material individually or in the aggregate or which are liabilities as were incurred in the ordinary course of business, business consistent with past practicepractices since June 30, 2001 and except for liabilitieswhich either will be repaid or discharged prior to the Cut-Off Date or reflected on the Cut-Off Date Schedule of Assets Acquired and Liabilities Assumed. (c) Except as set forth on Schedule 3.6(c), obligations all of the Portfolio Information and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, other data set forth in the case of any unaudited statements, June Portfolio Tape with regard to normal, recurring audit adjustments and the absence of footnotes. 4.6.3. Cheviot Financial Purchased Financing Contracts and each Cheviot Financial Subsidiary has timely filed all reportsPurchased Discounted Financing Agreement is true, formscorrect, schedules, registrations, statements complete and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2014 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith. The Cheviot Financial Regulatory Reports, to the extent they contain financial information, have been prepared accurate in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements. 4.6.4as of June 30, 2001. None of Cheviot Financial or any Cheviot Financial Subsidiaries’ records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of it or the Cheviot Financial Subsidiary or accountants except in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Cheviot Financial. Cheviot Financial (x) has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) All of the Exchange Act) that is designed Portfolio Information delivered to provide reasonable assurances regarding the reliability of financial reporting Purchaser prior to, at or after Closing shall be true, correct, complete and the preparation of its financial statements for external purposes in accordance with GAAP and to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets and (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (y) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Cheviot Financial, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of Cheviot Financial by others within those entities, and (z) has disclosed, based on its most recent evaluation prior to the date hereof, to Cheviot Financial’s outside auditors and the audit committee of the Cheviot Financial Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Cheviot Financial’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Cheviot Financial’s internal control over financial reporting. These disclosures (if any) were made in writing by management to Cheviot Financial’s auditors and audit committee and a copy has previously been made available to MainSource. As of the date hereof, Cheviot Financial has no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. 4.6.5. Since December 31, 2014, (A) neither Cheviot Financial nor any Cheviot Financial Subsidiary nor, to its Knowledge, any director, officer, employee, auditor, accountant or representative of Cheviot Financial or any Cheviot Financial Subsidiary has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Cheviot Financial or any Cheviot Financial Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Cheviot Financial or any Cheviot Financial Subsidiary has engaged in questionable accounting or auditing practices, and (B) no attorney representing Cheviot Financial or any Cheviot Financial Subsidiary, whether or not employed by Cheviot Financial or any Cheviot Financial Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it or any of its officers, directors, employees or agents to its Board of Directors or any committee thereof or to any of its directors or officers. 4.6.6. Cheviot Financial has filed all reports, schedules, registration statements, prospectuses, and other documents, together with all amendments thereto, required to be filed with the SEC since December 31, 2014 (the “Cheviot Financial Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the Cheviot Financial Reports complied, and each Cheviot Financial Report filed subsequent to the date hereof and prior to the Effective Time will comply, accurate in all material respects with the applicable requirements as of the Securities Actits date. (d) With respect to each Purchased Financing Contract, the Exchange Act, the Xxxxxxxx-Xxxxx Act Portfolio Information described in clause (xiv) of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended (the “Xxxx-Xxxxx Act”), and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC such definition with respect to any such Purchased Financing Contract that is set forth on the June Portfolio Tape and the Cut-Off Date Portfolio Tape is the Net Book Value of such Purchased Financing Contract. (e) At the Cheviot Financial Reports. None of the Cheviot Financial Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of Cheviot Financial has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act and to the Knowledge of Cheviot Financial Closing, no enforcement action has been initiated by the SEC against Cheviot Financial or its officers or directors relating to disclosures contained in any Cheviot Financial ReportAssigning Subsidiary will be an Insolvent Subsidiary.

Financial Statements, Reports. 4.6.15.5.1. Cheviot Financial First Guaranty has previously made available to MainSource Premier the Cheviot Financial First Guaranty Financial Statements. The Cheviot Financial First Guaranty Financial Statements have been prepared in accordance with GAAP or regulatory accounting principles or regulatory instructions, as applicable, from the books and records of Cheviot Financial and each Cheviot Financial SubsidiaryGAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations, operations and cash flows, and changes to shareholders’ equity flows of Cheviot Financial First Guaranty and the Cheviot Financial First Guaranty Subsidiaries on a consolidated basis as of and for the respective periods ended ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q. 4.6.25.5.2. At the date of each balance sheet included in the Cheviot Financial First Guaranty Financial Statements, Cheviot Financial First Guaranty did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Cheviot Financial First Guaranty Financial Statements or in the footnotes thereto which are not reflected or reserved against therein in accordance with GAAP or appropriately disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. 4.6.35.5.3. Cheviot Financial and each Cheviot Financial Subsidiary has timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2014 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith. The Cheviot Financial Regulatory Reports, to the extent they contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements. 4.6.4. None of Cheviot Financial or any Cheviot Financial Subsidiaries’ records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of it or the Cheviot Financial Subsidiary or accountants except in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Cheviot Financial. Cheviot Financial First Guaranty (x) has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) of the Exchange Act) that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP and to provide reasonable assurances that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets and (iii) access to assets is permitted only in accordance with management’s 's general or specific authorization, (y) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Cheviot FinancialFirst Guaranty, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of Cheviot Financial First Guaranty by others within those entities, and (z) has disclosed, based on its most recent evaluation prior to the date hereof, to Cheviot Financial’s First Guaranty outside auditors and the audit committee of the Cheviot Financial First Guaranty Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Cheviot Financial’s First Guaranty's ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Cheviot Financial’s First Guaranty's internal control over financial reporting. These disclosures (if any) were made in writing by management to Cheviot Financial’s First Guaranty auditors and audit committee and a copy has previously been made available to MainSource. As of the date hereof, Cheviot Financial has no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next duePremier. 4.6.55.5.4. Since December 31, 20142015, to the Knowledge of First Guaranty (A) neither Cheviot Financial First Guaranty nor any Cheviot Financial Subsidiary nor, to its Knowledge, First Guaranty Bank nor any director, officer, employee, auditor, accountant or representative of Cheviot Financial First Guaranty or any Cheviot Financial Subsidiary First Guaranty Bank has received or otherwise had or obtained knowledge Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Cheviot Financial First Guaranty or any Cheviot Financial Subsidiary First Guaranty Bank or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Cheviot Financial First Guaranty or any Cheviot Financial Subsidiary First Guaranty Bank has engaged in questionable accounting or auditing practices, and (B) no attorney representing Cheviot Financial First Guaranty or any Cheviot Financial SubsidiaryFirst Guaranty Bank, whether or not employed by Cheviot Financial First Guaranty or any Cheviot Financial SubsidiaryFirst Guaranty Bank, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it or any of its officers, directors, employees or agents to its Board board of Directors directors or any committee thereof or to any of its directors or officers. 4.6.65.5.5. Cheviot Financial First Guaranty has filed all reports, schedules, registration statements, prospectuses, and other documents, together with all amendments thereto, required to be filed with the SEC since December 31, 2014 2015 (the “Cheviot Financial "First Guaranty Reports”"). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the Cheviot Financial First Guaranty Reports complied, and each Cheviot Financial First Guaranty Report filed subsequent to the date hereof and prior to the Effective Time will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “XxxxxxxxSxxxxxxx-Xxxxx Act”), and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended (the “XxxxDxxx-Xxxxx Act”), and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the Cheviot Financial First Guaranty Reports. None of the Cheviot Financial Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of Cheviot Financial First Guaranty has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act and to the Knowledge of Cheviot Financial First Guaranty no enforcement action has been initiated by the SEC against Cheviot Financial First Guaranty or its officers or directors relating to disclosures contained in any Cheviot Financial First Guaranty Report. 5.5.6. First Guaranty and First Guaranty Bank have timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2015 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith. The First Guaranty Regulatory Reports, to the extent they contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements.

Financial Statements, Reports. 4.6.1. Cheviot Financial has previously made available (a) The financial statements (including the related notes thereto) comply as to MainSource the Cheviot Financial Financial Statements. The Cheviot Financial Financial Statements form in all material respects with applicable accounting requirements and, have been prepared in accordance with GAAP or regulatory generally accepted accounting principles or regulatory instructions, as applicable, from the books and records of Cheviot Financial and each Cheviot Financial Subsidiary, and (including the related notes where applicable“GAAP”) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations, cash flows, and changes to shareholders’ equity of Cheviot Financial and the Cheviot Financial Subsidiaries applied on a consolidated consistent basis as of and for the respective periods ended on the dates thereof, in accordance with GAAP during the periods involved, involved (except as may be expressly indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Company and its Subsidiaries as of the dates thereof and their respective consolidated results of operations, or changes in shareholders’ equity and changes in cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments that were not, or are not expected to be, material in amount), all in accordance with GAAP. (b) Neither Company nor any of its Subsidiaries has, and since December 31, 2013, neither Company nor any of its Subsidiaries has incurred (except, in each case, as permitted by Form 10-Q. 4.6.2. At the date of each balance sheet included in the Cheviot Financial Financial StatementsSection 5.1), Cheviot Financial did not have any liabilitiesliabilities or obligations, obligations or loss contingencies of any nature (whether accrued, absolute, accrued, contingent or otherwise, known or unknown, whether due or to become due, except (i) of a type required to be reflected in such Cheviot Financial Financial Statements or in the footnotes thereto which are not reflected those liabilities fully accrued or reserved against therein in accordance with GAAP or appropriately disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are unaudited consolidated balance sheet of Company and its Subsidiaries as of September 30, 2014, (ii) for liabilities and obligations incurred in the ordinary course of business, business consistent with past practicepractice since September 30, 2014, (iii) for liabilities and obligations that are not material to Company and its Subsidiaries, taken as a whole, and (iv) for any liabilities incurred with respect to the transactions contemplated by this Agreement. Section 3.6(b) of Company Disclosure Letter sets forth any Company liability other than deposits or repurchase agreements in excess of $100,000 as of November 30, 2014. (c) The books and records of Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. (d) The records, systems, controls, data and information of Company and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Company or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for liabilities, obligations any non-exclusive ownership and loss contingencies which are within non-direct control that would not reasonably be expected to have a material adverse effect on the subject matter system of a specific representation and warranty herein and subject, internal accounting controls described in the case following sentence. Company and its Subsidiaries have implemented and maintain a system of any unaudited statementsinternal accounting controls effective to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Company has implemented and maintains disclosure controls and procedures effective to ensure that material information relating to Company, including its consolidated Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of Company by others within those entities to allow timely decisions regarding required disclosure (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to normal, recurring audit adjustments Company’s outside auditors and the absence audit committee of footnotesthe Company Board (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that would be reasonably likely to adversely affect Company’s ability to accurately record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Company’s internal controls over financial reporting. 4.6.3. Cheviot Financial (e) Company and each Cheviot Financial Subsidiary has of its Subsidiaries have timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was they were required to file since December 31, 2014 2012 with any Governmental Entity and has have paid all fees and assessments due and payable in connection therewith. The Cheviot Financial Regulatory ReportsThere is no material unresolved violation or exception by any Governmental Entity with respect to any report, form, schedule, registration, statement or other document filed by, or relating to the extent they contain financial informationany examinations by any such Governmental Entity of, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statementsCompany or any of its Subsidiaries. 4.6.4. None of Cheviot Financial or any Cheviot Financial Subsidiaries’ records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent (f) Except as set forth on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of it or the Cheviot Financial Subsidiary or accountants except in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Cheviot Financial. Cheviot Financial (x) has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15(aSection 3.6(f) of the Exchange Act) that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP and to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizationsCompany Disclosure Letter, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets and (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (y) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Cheviot Financial, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of Cheviot Financial by others within those entities, and (z) has disclosed, based on its most recent evaluation prior to the date hereof, to Cheviot Financial’s outside auditors and the audit committee of the Cheviot Financial Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Cheviot Financial’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Cheviot Financial’s internal control over financial reporting. These disclosures (if any) were made in writing by management to Cheviot Financial’s auditors and audit committee and a copy has previously been made available to MainSource. As of the date hereof, Cheviot Financial has no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. 4.6.5. Since since December 31, 20142012, (A) neither Cheviot Financial Company nor any Cheviot Financial Subsidiary of its Subsidiaries nor, to its Knowledgethe Knowledge of Company, any director, officer, employee, auditor, accountant or representative of Cheviot Financial it or any Cheviot Financial Subsidiary of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Cheviot Financial Company or any Cheviot Financial Subsidiary of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Cheviot Financial Company or any Cheviot Financial Subsidiary of its Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing Cheviot Financial Company or any Cheviot Financial Subsidiaryof its Subsidiaries, whether or not employed by Cheviot Financial Company or any Cheviot Financial Subsidiaryof its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it Company or any of its officers, directors, employees or agents to its the Company Board of Directors or any committee thereof or to any of its Company’s directors or officers. 4.6.6. Cheviot Financial has filed all reports, schedules, registration statements, prospectuses, and other documents, together with all amendments thereto, required to be filed with the SEC since December 31, 2014 (the “Cheviot Financial Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the Cheviot Financial Reports complied, and each Cheviot Financial Report filed subsequent to the date hereof and prior to the Effective Time will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended (the “Xxxx-Xxxxx Act”), and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the Cheviot Financial Reports. None of the Cheviot Financial Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of Cheviot Financial has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act and to the Knowledge of Cheviot Financial no enforcement action has been initiated by the SEC against Cheviot Financial or its officers or directors relating to disclosures contained in any Cheviot Financial Report.

Financial Statements, Reports. 4.6.1. Cheviot (a) True and complete copies of the Financial has previously made available to MainSource the Cheviot Financial Financial StatementsStatements are set forth on Schedule 3.06(a). The Cheviot Financial Financial Statements have been were prepared in accordance with GAAP or regulatory accounting principles or regulatory instructions, as applicable, from the books and records of Cheviot Financial and each Cheviot Financial SubsidiaryIKON Party, and (including the related notes where applicable) balance sheets of the IKON Parties included in the Financial Statements fairly present in each case present, in all material respects (subject in respects, the case financial position of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations, cash flows, and changes to shareholders’ equity of Cheviot Financial and the Cheviot Financial Subsidiaries on a consolidated basis applicable IKON Party as of and for the respective periods ended on the dates thereof, and the statements of income, changes in accordance with GAAP during shareholders’ or members’ equity and cash flows of each of the IKON Parties included in the Financial Statements fairly present, in all material respects, the results of income, shareholders’ or members’ equity and cash flows, as the case may be, of the applicable IKON Party for the periods involvedset forth therein (subject, except as indicated in the notes thereto, or in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with GAAP applied on a basis consistent with the Accounting Principles, except as permitted by Form 10-Q.may be noted therein or as set forth on Schedule 3.06(a). 4.6.2. At the date of each balance sheet included in the Cheviot Financial Financial Statements, Cheviot Financial did (b) IOS Capital does not have any liabilitiesindebtedness, obligations or loss contingencies liabilities of any nature kind (whether accrued, absolute, accrued, contingent or otherwise, and whether due or to become due) of a type required to be reflected in such Cheviot Financial Financial Statements or in the footnotes thereto which are not reflected on the Reference Financial Statements of IOS Capital, other than such indebtedness, obligations or liabilities (i) that would be reflected or reserved against therein in accordance with GAAP and the failure to so reflect or appropriately disclosed in reserve would not reasonably be expected to have a footnote theretoMaterial Adverse Effect, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are (ii) as were incurred in the ordinary course of business, business consistent with past practicepractices and which either will be repaid or discharged prior to the Closing or will be reflected on the Final Adjusted Closing Date Schedule or (iii) which constitute Excluded Liabilities. (c) The Seller has previously provided to the Purchaser true, complete and except correct copies of (i) the unaudited management statements of the Seller and IOS Capital for liabilitiesthe fiscal year ended September 30, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject2003, and, in each case, the case of notes, schedules and exhibits thereto, if any unaudited statements(the “Management Statements”) and (ii) the chargeback report, to normal, recurring audit adjustments the delinquency report and the absence related calculations of footnotes. 4.6.3. Cheviot Financial the Chargeback Ratio and the 30+ day and 120+ days Delinquency Rates, in each Cheviot Financial Subsidiary has timely filed all reportscase, formsfor the month ending September 30, schedules2003, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December October 31, 2014 with any Governmental 2003 and November 30, 2003 (collectively, the “Historic Portfolio Metrics”). Except as set forth on Schedule 3.06(c), the Management Statements were prepared from the books and records of the applicable Seller Entity and has paid all fees and assessments due and payable in connection therewith. The Cheviot Financial Regulatory Reports, to the extent they contain financial information, have been prepared present fairly in all material respects the consolidated financial condition of such Seller Entity and its Subsidiaries as of September 30, 2003, in each case in accordance with applicable regulatory accounting principles GAAP, consistently applied and practices throughout the periods covered by such statements. 4.6.4Accounting Principles (subject to normal year-end audit adjustments). None of Cheviot Financial or any Cheviot Financial Subsidiaries’ recordsExcept as set forth on Schedule 3.06(c), systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto the Historic Portfolio Metrics were prepared from the books and therefrom) are not under the exclusive ownership and direct control of it or the Cheviot Financial Subsidiary or accountants except in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Cheviot Financial. Cheviot Financial (x) has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) records of the Exchange Act) that is designed to provide reasonable assurances regarding the reliability of financial reporting applicable Seller Entity and the preparation of its financial statements for external purposes are true, complete and accurate, in accordance with GAAP and to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets and (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (y) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Cheviot Financial, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of Cheviot Financial by others within those entities, and (z) has disclosed, based on its most recent evaluation prior to the date hereof, to Cheviot Financial’s outside auditors and the audit committee of the Cheviot Financial Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Cheviot Financial’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Cheviot Financial’s internal control over financial reporting. These disclosures (if any) were made in writing by management to Cheviot Financial’s auditors and audit committee and a copy has previously been made available to MainSource. As of the date hereof, Cheviot Financial has no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. 4.6.5. Since December 31, 2014, (A) neither Cheviot Financial nor any Cheviot Financial Subsidiary nor, to its Knowledge, any director, officer, employee, auditor, accountant or representative of Cheviot Financial or any Cheviot Financial Subsidiary has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Cheviot Financial or any Cheviot Financial Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Cheviot Financial or any Cheviot Financial Subsidiary has engaged in questionable accounting or auditing practices, and (B) no attorney representing Cheviot Financial or any Cheviot Financial Subsidiary, whether or not employed by Cheviot Financial or any Cheviot Financial Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it or any of its officers, directors, employees or agents to its Board of Directors or any committee thereof or to any of its directors or officers. 4.6.6. Cheviot Financial has filed all reports, schedules, registration statements, prospectuses, and other documents, together with all amendments thereto, required to be filed with the SEC since December 31, 2014 (the “Cheviot Financial Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereofeach case, as of the date indicated or the period covered thereby. (d) All of such subsequent filing)the Portfolio Information and other data set forth in the Portfolio Tape is true, the Cheviot Financial Reports compliedcorrect, complete and each Cheviot Financial Report filed subsequent to the date hereof and prior to the Effective Time will comply, accurate in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended (the “Xxxx-Xxxxx Act”), and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the Cheviot Financial Reports. None of the Cheviot Financial Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of Cheviot Financial has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act and to the Knowledge of Cheviot Financial no enforcement action has been initiated by the SEC against Cheviot Financial or its officers or directors relating to disclosures contained in any Cheviot Financial Reportrespects.

Financial Statements, Reports. 4.6.1. Cheviot Financial has previously made available (a) The financial statements (including the related notes thereto) comply as to MainSource the Cheviot Financial Financial Statements. The Cheviot Financial Financial Statements form in all material respects with applicable accounting requirements and, have been prepared in accordance with GAAP or regulatory generally accepted accounting principles or regulatory instructions, as applicable, from the books and records of Cheviot Financial and each Cheviot Financial Subsidiary, and (including the related notes where applicable“GAAP”) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations, cash flows, and changes to shareholders’ equity of Cheviot Financial and the Cheviot Financial Subsidiaries applied on a consolidated consistent basis as of and for the respective periods ended on the dates thereof, in accordance with GAAP during the periods involved, involved (except as may be expressly indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Company and its Subsidiaries as of the dates thereof and their respective consolidated results of operations, or changes in shareholders’ equity and changes in cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments that were not, or are not expected to be, material in amount), all in accordance with GAAP. (b) Neither Company nor any of its Subsidiaries has, and since December 31, 2013, neither Company nor any of its Subsidiaries has incurred (except, in each case, as permitted by Form 10-Q. 4.6.2. At the date of each balance sheet included in the Cheviot Financial Financial StatementsSection 5.1), Cheviot Financial did not have any liabilitiesliabilities or obligations, obligations or loss contingencies of any nature (whether accrued, absolute, accrued, contingent or otherwise, known or unknown, whether due or to become due, except (i) of a type required to be reflected in such Cheviot Financial Financial Statements or in the footnotes thereto which are not reflected those liabilities fully accrued or reserved against therein in accordance with GAAP or appropriately disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are unaudited consolidated balance sheet of Company and its Subsidiaries as of June 30, 2014, (ii) for liabilities and obligations incurred in the ordinary course of business, business consistent with past practicepractice since June 30, 2014, (iii) for liabilities and obligations that are not material to Company and its Subsidiaries, taken as a whole, and (iv) for any liabilities incurred with respect to the transactions contemplated by this Agreement. Section 3.6(b) of Company Disclosure Letter sets forth any Company liability in excess of $50,000 as of July 31, 2014. (c) The books and records of Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. (d) The records, systems, controls, data and information of Company and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Company or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for liabilities, obligations any non-exclusive ownership and loss contingencies which are within non-direct control that would not reasonably be expected to have a material adverse effect on the subject matter system of a specific representation and warranty herein and subject, internal accounting controls described in the case following sentence. Company and its Subsidiaries have implemented and maintain a system of any unaudited statements, internal accounting controls effective to normal, recurring audit adjustments provide reasonable assurances regarding the reliability of financial reporting and the absence preparation of footnotesfinancial statements in accordance with GAAP. Company has implemented and maintains disclosure controls and procedures effective to ensure that material information relating to Company, including its consolidated Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of Company by others within those entities to allow timely decisions regarding required disclosure. 4.6.3. Cheviot Financial (e) Company and each Cheviot Financial Subsidiary has of its Subsidiaries have timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was they were required to file since December 31, 2014 2012 with any Governmental Entity and has have paid all fees and assessments due and payable in connection therewith. The Cheviot Financial Regulatory ReportsThere is no material unresolved violation or exception by any Governmental Entity with respect to any report, form, schedule, registration, statement or other document filed by, or relating to the extent they contain financial informationany examinations by any such Governmental Entity of, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statementsCompany or any of its Subsidiaries. 4.6.4. None of Cheviot Financial or any Cheviot Financial Subsidiaries’ records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent (f) Except as set forth on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of it or the Cheviot Financial Subsidiary or accountants except in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Cheviot Financial. Cheviot Financial (x) has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15(aSection 3.6(f) of the Exchange Act) that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP and to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizationsCompany Disclosure Letter, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets and (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (y) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Cheviot Financial, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of Cheviot Financial by others within those entities, and (z) has disclosed, based on its most recent evaluation prior to the date hereof, to Cheviot Financial’s outside auditors and the audit committee of the Cheviot Financial Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Cheviot Financial’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Cheviot Financial’s internal control over financial reporting. These disclosures (if any) were made in writing by management to Cheviot Financial’s auditors and audit committee and a copy has previously been made available to MainSource. As of the date hereof, Cheviot Financial has no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. 4.6.5. Since since December 31, 20142012, (A) neither Cheviot Financial Company nor any Cheviot Financial Subsidiary of its Subsidiaries nor, to its Knowledgethe knowledge of Company, any director, officer, employee, auditor, accountant or representative of Cheviot Financial it or any Cheviot Financial Subsidiary of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Cheviot Financial Company or any Cheviot Financial Subsidiary of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Cheviot Financial Company or any Cheviot Financial Subsidiary of its Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing Cheviot Financial Company or any Cheviot Financial Subsidiaryof its Subsidiaries, whether or not employed by Cheviot Financial Company or any Cheviot Financial Subsidiaryof its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it Company or any of its officers, directors, employees or agents to its the Company Board of Directors or any committee thereof or to any of its Company’s directors or officers. 4.6.6. Cheviot Financial has filed all reports, schedules, registration statements, prospectuses, and other documents, together with all amendments thereto, required to be filed with the SEC since December 31, 2014 (the “Cheviot Financial Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the Cheviot Financial Reports complied, and each Cheviot Financial Report filed subsequent to the date hereof and prior to the Effective Time will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended (the “Xxxx-Xxxxx Act”), and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the Cheviot Financial Reports. None of the Cheviot Financial Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of Cheviot Financial has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act and to the Knowledge of Cheviot Financial no enforcement action has been initiated by the SEC against Cheviot Financial or its officers or directors relating to disclosures contained in any Cheviot Financial Report.

Financial Statements, Reports. 4.6.1. Cheviot Financial (a) The Company has previously made available delivered to MainSource C&T true, correct and complete copies of (i) the Cheviot Financial unaudited, consolidating balance sheet, as of March 31, 2006, of the Company (as updated pursuant to Section 5.07 the “Latest Balance Sheet”) and the unaudited, consolidating statement of income and cash flows of the Company for the five-month period then ended (such statement of income and cash flows and the Latest Balance Sheet, all as updated pursuant to Section 5.07 being hereinafter referred to as the “Latest Financial Statements”) and (ii) the audited balance sheets, as of September 30, 2003, 2004 and 2005, respectively, of the Company and the audited statements of income and cash flows of the Company for each of the year ended September 30, 2003, 2004 and 2005 (collectively, the “Annual Financial Statements”). The Cheviot Latest Financial Statements and the Annual Financial Statements are based upon the information contained in the books and records of the Company and fairly and correctly present the financial position of the Company, including without limitation, Company income, expenses, assets and liabilities, as of the dates thereof and results of operations for the periods referred to therein. The Annual Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”), consistently applied in accordance with the Company’s historical practices insofar as such practices are consistent with GAAP. The Latest Financial Statements have been prepared in accordance with GAAP or regulatory accounting principles or regulatory instructionsapplicable to unaudited interim financial statements (and thus may not contain all notes and may not contain prior period comparative data which are required for compliance with GAAP), as applicableconsistent with the Annual Financial Statements, from and reflect all adjustments necessary to a fair statement of the financial condition and results of operations for the interim periods presented. (b) All accounts, books and records ledgers related to the business of Cheviot Financial the Company are properly and each Cheviot Financial Subsidiaryaccurately kept, and (including the related notes where applicable) fairly present in each case are complete in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations, cash flowsrespects, and changes to shareholders’ equity there are no material inaccuracies or discrepancies of Cheviot Financial and the Cheviot Financial Subsidiaries on a consolidated basis any kind contained or reflected therein (for these purposes “materiality” being defined as omissions or inaccuracies having individual financial impact of and for the respective periods ended on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, $5,000 or in the case of unaudited statements, as permitted by Form 10-Q. 4.6.2more). At the date of each balance sheet included in the Cheviot Financial Financial Statements, Cheviot Financial did The Company does not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Cheviot Financial Financial Statements or in the footnotes thereto which are not reflected or reserved against therein in accordance with GAAP or appropriately disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. 4.6.3. Cheviot Financial and each Cheviot Financial Subsidiary has timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2014 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith. The Cheviot Financial Regulatory Reports, to the extent they contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements. 4.6.4. None of Cheviot Financial or any Cheviot Financial Subsidiaries’ its records, systems, controls, data data, or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership (excluding licensed software programs) and direct control of it or the Cheviot Financial Subsidiary or accountants except in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Cheviot Financial. Cheviot Financial (x) has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) of the Exchange Act) that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP and to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets and (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (y) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Cheviot Financial, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of Cheviot Financial by others within those entities, and (z) has disclosed, based on its most recent evaluation prior to the date hereof, to Cheviot Financial’s outside auditors and the audit committee of the Cheviot Financial Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Cheviot Financial’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Cheviot Financial’s internal control over financial reporting. These disclosures (if any) were made in writing by management to Cheviot Financial’s auditors and audit committee and a copy has previously been made available to MainSource. As of the date hereof, Cheviot Financial has no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next dueCompany. 4.6.5. Since December 31, 2014, (Ac) neither Cheviot Financial nor any Cheviot Financial Subsidiary nor, to its Knowledge, any director, officer, employee, auditor, accountant or representative of Cheviot Financial or any Cheviot Financial Subsidiary has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Cheviot Financial or any Cheviot Financial Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Cheviot Financial or any Cheviot Financial Subsidiary has engaged in questionable accounting or auditing practices, and (B) no attorney representing Cheviot Financial or any Cheviot Financial Subsidiary, whether or not employed by Cheviot Financial or any Cheviot Financial Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it or any of its officers, directors, employees or agents to its Board of Directors or any committee thereof or to any of its directors or officers. 4.6.6. Cheviot Financial The Company has filed with the SEC all forms, reports, schedules, registration statements, prospectuses, statements and other documents, together with all amendments thereto, documents required to be filed with under the SEC Exchange Act or the Securities Act (such documents, as supplemented and amended since December 31the time of filing, 2014 (collectively, the “Cheviot Financial ReportsCompany SEC Documents”). As The Company SEC Documents, including any financial statements or schedules included in the Company SEC Documents, at the time filed (and, in the case of their respective registration statements and proxy statements, on the dates of filing with effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC (or, if Document amended or superseded by a subsequent filing prior to the date hereofof this Agreement, as of then on the date of such subsequent amending or superseding filing), the Cheviot Financial Reports complied, and each Cheviot Financial Report filed subsequent to the date hereof and prior to the Effective Time will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act of 2002, as amended ) (the “Xxxxxxxx-Xxxxx Act”), and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended (the “Xxxx-Xxxxx Act”), and i) did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) complied, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. There are no outstanding comments fromThe consolidated financial statements of the Company included in the Company’s SEC Documents at the time filed (and, in the case of registration statements, on the dates of effectiveness and, in the case of any Company SEC Document amended or unresolved issues raised bysuperseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied, in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect to any thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Cheviot Financial ReportsSEC), and fairly present in all material respects (subject, in the case of unaudited statements, to normal adjustments) the consolidated financial position (in the case of statements of financial position) of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (in the case of statements of income and cash flows, respectively) for the periods then ended. None of the Cheviot Financial Company’s Subsidiaries is subject to the periodic reporting requirements of the Exchange Act or required to file periodic reports any form, report or other document with the SEC pursuant to SEC, the Nasdaq Stock Market, Inc.’s National Market, any stock exchange or any other comparable Governmental Entity. Except as specifically provided in Section 13 or 15(d) of 3.07(b), “materiality,” as used in this Section 3.07 means as defined in the Exchange Act and/or the Securities Act. No executive officer of Cheviot Financial has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act and to the Knowledge of Cheviot Financial no enforcement action has been initiated by the SEC against Cheviot Financial or its officers or directors relating to disclosures contained in any Cheviot Financial Report.

Financial Statements, Reports. 4.6.1. Cheviot Financial has previously made available (a) The financial statements (including the related notes thereto) comply as to MainSource the Cheviot Financial Financial Statements. The Cheviot Financial Financial Statements form in all material respects with applicable accounting requirements and, have been prepared in accordance with GAAP or regulatory generally accepted accounting principles or regulatory instructions, as applicable, from the books and records of Cheviot Financial and each Cheviot Financial Subsidiary, and (including the related notes where applicable“GAAP”) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations, cash flows, and changes to shareholders’ equity of Cheviot Financial and the Cheviot Financial Subsidiaries applied on a consolidated consistent basis as of and for the respective periods ended on the dates thereof, in accordance with GAAP during the periods involved, involved (except as may be expressly indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Company and its Subsidiaries as of the dates thereof and their respective consolidated results of operations, or changes in shareholders’ equity and changes in cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments that were not, or are not expected to be, material in amount), all in accordance with GAAP. (b) Neither Company nor any of its Subsidiaries has, and since December 31, 2013, neither Company nor any of its Subsidiaries has incurred (except, in each case, as permitted by Form 10-Q. 4.6.2. At the date of each balance sheet included in the Cheviot Financial Financial StatementsSection 5.1), Cheviot Financial did not have any liabilitiesliabilities or obligations, obligations or loss contingencies of any nature (whether accrued, absolute, accrued, contingent or otherwise, known or unknown, whether due or to become due, except (i) of a type required to be reflected in such Cheviot Financial Financial Statements or in the footnotes thereto which are not reflected those liabilities fully accrued or reserved against therein in accordance with GAAP or appropriately disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are unaudited consolidated balance sheet of Company and its Subsidiaries as of June 30, 2014, (ii) for liabilities and obligations incurred in the ordinary course of business, business consistent with past practicepractice since June 30, 2014, (iii) for liabilities and obligations that are not material to Company and its Subsidiaries, taken as a whole, and (iv) for any liabilities incurred with respect to the transactions contemplated by this Agreement. Section 3.6(b) of Company Disclosure Letter sets forth any Company liability other than deposits or repurchase agreements in excess of $100,000 as of September 30, 2014. (c) The books and records of Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. (d) The records, systems, controls, data and information of Company and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Company or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for liabilities, obligations any non-exclusive ownership and loss contingencies which are within non-direct control that would not reasonably be expected to have a material adverse effect on the subject matter system of a specific representation and warranty herein and subject, internal accounting controls described in the case following sentence. Company and its Subsidiaries have implemented and maintain a system of any unaudited statements, internal accounting controls effective to normal, recurring audit adjustments provide reasonable assurances regarding the reliability of financial reporting and the absence preparation of footnotesfinancial statements in accordance with GAAP. Company has implemented and maintains disclosure controls and procedures effective to ensure that material information relating to Company, including its consolidated Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of Company by others within those entities to allow timely decisions regarding required disclosure. 4.6.3. Cheviot Financial (e) Company and each Cheviot Financial Subsidiary has of its Subsidiaries have timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was they were required to file since December 31, 2014 2012 with any Governmental Entity and has have paid all fees and assessments due and payable in connection therewith. The Cheviot Financial Regulatory ReportsThere is no material unresolved violation or exception by any Governmental Entity with respect to any report, form, schedule, registration, statement or other document filed by, or relating to the extent they contain financial informationany examinations by any such Governmental Entity of, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statementsCompany or any of its Subsidiaries. 4.6.4. None of Cheviot Financial or any Cheviot Financial Subsidiaries’ records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent (f) Except as set forth on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of it or the Cheviot Financial Subsidiary or accountants except in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Cheviot Financial. Cheviot Financial (x) has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15(aSection 3.6(f) of the Exchange Act) that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP and to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizationsCompany Disclosure Letter, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets and (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (y) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Cheviot Financial, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of Cheviot Financial by others within those entities, and (z) has disclosed, based on its most recent evaluation prior to the date hereof, to Cheviot Financial’s outside auditors and the audit committee of the Cheviot Financial Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Cheviot Financial’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Cheviot Financial’s internal control over financial reporting. These disclosures (if any) were made in writing by management to Cheviot Financial’s auditors and audit committee and a copy has previously been made available to MainSource. As of the date hereof, Cheviot Financial has no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. 4.6.5. Since since December 31, 20142012, (A) neither Cheviot Financial Company nor any Cheviot Financial Subsidiary of its Subsidiaries nor, to its Knowledgethe Knowledge of Company, any director, officer, employee, auditor, accountant or representative of Cheviot Financial it or any Cheviot Financial Subsidiary of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Cheviot Financial Company or any Cheviot Financial Subsidiary of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Cheviot Financial Company or any Cheviot Financial Subsidiary of its Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing Cheviot Financial Company or any Cheviot Financial Subsidiaryof its Subsidiaries, whether or not employed by Cheviot Financial Company or any Cheviot Financial Subsidiaryof its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it Company or any of its officers, directors, employees or agents to its the Company Board of Directors or any committee thereof or to any of its Company’s directors or officers. 4.6.6. Cheviot Financial has filed all reports, schedules, registration statements, prospectuses, and other documents, together with all amendments thereto, required to be filed with the SEC since December 31, 2014 (the “Cheviot Financial Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the Cheviot Financial Reports complied, and each Cheviot Financial Report filed subsequent to the date hereof and prior to the Effective Time will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended (the “Xxxx-Xxxxx Act”), and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the Cheviot Financial Reports. None of the Cheviot Financial Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of Cheviot Financial has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act and to the Knowledge of Cheviot Financial no enforcement action has been initiated by the SEC against Cheviot Financial or its officers or directors relating to disclosures contained in any Cheviot Financial Report.

Financial Statements, Reports. 4.6.1. Cheviot (a) True and complete copies of the Financial has previously made available to MainSource the Cheviot Financial Financial StatementsStatements are set forth on Schedule 3.6(a). The Cheviot Financial Financial Statements have been were prepared in accordance with GAAP or regulatory accounting principles or regulatory instructions, as applicable, from the books and records of Cheviot Financial and each Cheviot Financial SubsidiarySeller, and (including the related notes where applicable) balance sheets included in the Financial Statements fairly present in each case present, in all material respects (subject in respects, the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations, cash flows, and changes as it relates to shareholders’ equity of Cheviot Financial the Purchased Assets and the Cheviot Financial Subsidiaries on a consolidated basis Assumed Liabilities, of such Seller as of and for the respective periods ended on the dates thereof, and the statements of income and cash flows of such Seller included in accordance with GAAP during the Financial Statements fairly present, in all material respects, the results of income and cash flows, as the case may be, as they relate to the Purchased Assets and Assumed Liabilities, of such Seller for the periods involvedset forth therein (subject, except as indicated in the notes thereto, or in the case of unaudited statements, to normal year-end audit adjustments which will not be material in amount or effect), in each case in accordance with generally accepted accounting principles applied on a basis consistent with the Accounting Principles, except as permitted by Form 10may be noted therein or as set forth on Schedule 3.6(a) and except that statutory financial statements are prepared in accordance with applicable statutory accounting principles. (b) Except in connection with debtor-Q. 4.6.2. At the date of each balance sheet included in the Cheviot Financial Financial Statementsin-possession financing, Cheviot Financial did not have any liabilitiesno Seller has indebtedness, obligations or loss contingencies liabilities of any nature kind (whether accrued, absolute, accrued, contingent or otherwise, and whether due or to become due) of a type required related to be reflected in such Cheviot Financial Financial Statements the Purchased Assets or in the footnotes thereto Assumed Liabilities which are not reflected or adequately reserved against therein on the applicable balance sheet dated as of September 30, 2001 included in accordance with GAAP or appropriately disclosed in a footnote thereto, except for liabilitiesthe Financial Statements other than such indebtedness, obligations and loss contingencies which are not material individually or in the aggregate or which are liabilities as were incurred in the ordinary course of business, business consistent with past practicepractices since September 30, 2001 and except for liabilitieswhich either will be repaid or discharged prior to the Closing or reflected on the Closing Date Schedule of Assets Acquired and Liabilities Assumed. (c) Except as set forth on Schedule 3.6(c), obligations all of the Portfolio Information and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, other data set forth in the case of any unaudited statements, December Portfolio Tape with regard to normal, recurring audit adjustments and the absence of footnotes. 4.6.3. Cheviot Financial Purchased Financing Contracts and each Cheviot Financial Subsidiary has timely filed all reportsPurchased Discounted Financing Agreement is true, formscorrect, schedules, registrations, statements complete and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2014 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith. The Cheviot Financial Regulatory Reports, to the extent they contain financial information, have been prepared accurate in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements. 4.6.4. None as of Cheviot Financial or any Cheviot Financial Subsidiaries’ records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of it or the Cheviot Financial Subsidiary or accountants except in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Cheviot Financial. Cheviot Financial (x) has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) of the Exchange Act) that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP and to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets and (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (y) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Cheviot Financial, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of Cheviot Financial by others within those entities, and (z) has disclosed, based on its most recent evaluation prior to the date hereof, to Cheviot Financial’s outside auditors and the audit committee of the Cheviot Financial Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Cheviot Financial’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Cheviot Financial’s internal control over financial reporting. These disclosures (if any) were made in writing by management to Cheviot Financial’s auditors and audit committee and a copy has previously been made available to MainSource. As of the date hereof, Cheviot Financial has no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. 4.6.5. Since December 31, 2014, (A) neither Cheviot Financial nor any Cheviot Financial Subsidiary nor, to its Knowledge, any director, officer, employee, auditor, accountant or representative of Cheviot Financial or any Cheviot Financial Subsidiary has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Cheviot Financial or any Cheviot Financial Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Cheviot Financial or any Cheviot Financial Subsidiary has engaged in questionable accounting or auditing practices, and (B) no attorney representing Cheviot Financial or any Cheviot Financial Subsidiary, whether or not employed by Cheviot Financial or any Cheviot Financial Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it or any of its officers, directors, employees or agents to its Board of Directors or any committee thereof or to any of its directors or officers. 4.6.62001. Cheviot Financial has filed all reports, schedules, registration statements, prospectuses, and other documents, together with all amendments thereto, required to be filed with the SEC since December 31, 2014 (the “Cheviot Financial Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as All of the date of such subsequent filing)Portfolio Information delivered to Purchaser prior to, the Cheviot Financial Reports compliedat or after Closing shall be true, correct, complete and each Cheviot Financial Report filed subsequent to the date hereof and prior to the Effective Time will comply, accurate in all material respects with the applicable requirements as of the Securities Actits date. (d) With respect to each Purchased Financing Contract, the Exchange Act, the Xxxxxxxx-Xxxxx Act Portfolio Information described in clause (xiv) of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended (the “Xxxx-Xxxxx Act”), and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC such definition with respect to any such Purchased Financing Contract that is set forth on the December Portfolio Tape and the Closing Date Portfolio Tape is the Net Book Value of the Cheviot Financial Reports. None of the Cheviot Financial Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of Cheviot Financial has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act and to the Knowledge of Cheviot Financial no enforcement action has been initiated by the SEC against Cheviot Financial or its officers or directors relating to disclosures contained in any Cheviot Financial Reportsuch Purchased Financing Contract.