Common use of Interim Events Clause in Contracts

Interim Events. Except as otherwise permitted hereunder, since December 31, 2015, or as set forth in the Disclosure Schedule, neither BDC nor any of its Subsidiaries has: (a) experienced any events, changes, developments or occurrences which have had, or are reasonably likely to have, a Material Adverse Effect on BDC; (b) Suffered any damage, destruction or loss to any of its properties, not fully paid by insurance proceeds, in excess of $25,000 individually or in the aggregate; (c) Declared, distributed or paid any dividend or other distribution to its shareholders, except for payment of dividends as permitted by Section 6.03 hereof; (d) Repurchased, redeemed or otherwise acquired shares of its common stock, issued any shares of its common stock or stock appreciation rights or sold or agreed to issue or sell any shares of its common stock, including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize or split its stock; (e) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, health, bonus, insurance or other welfare benefit plan or agreement to employees, officers or directors of BDC or a Subsidiary; (f) Increased the salary of any director, officer or employee, except for normal increases in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement or understanding with any officer or employee or installed any employee welfare, pension, retirement, stock option, stock appreciation, stock dividend, profit sharing or other similar plan or arrangement; (g) Leased, sold or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except for the Merger contemplated by this Agreement, merged, consolidated or sold shares of its common stock, agreed to merge or consolidate with or into any third party, agreed to sell any shares of its common stock or acquired or agreed to acquire any stock, equity interest, assets or business of any third party; (i) Incurred, assumed or guaranteed any obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged or subjected to a lien, security interest, option or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Disclosure Schedule, canceled, released or compromised any loan, debt, obligation, claim or receivable other than in the ordinary course of business; (1) Entered into any transaction, contract or commitment other than in the ordinary course of business;

Interim Events. Except as otherwise permitted hereunder, since December March 31, 20152014, or as set forth in the Disclosure Schedule, neither BDC LSB nor any of its Subsidiaries has: (a) experienced any events, changes, developments or occurrences which have had, or are reasonably likely to have, a Material Adverse Effect on BDCLSB; (b) Suffered any damage, destruction or loss to any of its properties, not fully paid by insurance proceeds, in excess of $25,000 100,000 individually or in the aggregate; (c) Declared, distributed or paid any dividend or other distribution to its shareholders, except for payment of dividends as permitted by Section 6.03 5.03(a)(iii) hereof; (d) Repurchased, redeemed or otherwise acquired shares of its common stock, issued any shares of its common stock or stock appreciation rights or sold or agreed to issue or sell any shares of its common stock, including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize or split its stock; (e) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, health, bonus, insurance or other welfare benefit plan or agreement to employees, officers or directors of BDC LSB or a Subsidiary; (f) Increased the salary of any director, officer or employee, except for normal increases in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement or understanding with any officer or employee or installed any employee welfare, pension, retirement, stock option, stock appreciation, stock dividend, profit sharing or other similar plan or arrangement; (g) Leased, sold or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except for the Merger contemplated by this Agreement, merged, consolidated or sold shares of its common stock, agreed to merge or consolidate with or into any third party, agreed to sell any shares of its common stock or acquired or agreed to acquire any stock, equity interest, assets or business of any third party; (i) Incurred, assumed or guaranteed any obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged or subjected to a lien, security interest, option or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB Bank of government deposits; or (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Disclosure Schedule, canceledCanceled, released or compromised any loan, debt, obligation, claim or receivable other than in the ordinary course of business; (1l) Entered into any transaction, contract or commitment other than in the ordinary course of business; (m) Agreed to enter into any transaction for the borrowing or loaning of monies, other than in the ordinary course of its lending business; or (n) Conducted its business in any manner other than substantially as it was being conducted as of March 31, 2014.

Interim Events. Except as otherwise permitted hereunder, since December 31September 30, 2015, or as set forth in the Disclosure Schedule1997, neither BDC Shelby County, SCSB nor any either of its the Subsidiaries has: (a) experienced Suffered any eventschanges having a material adverse effect on its financial condition, changesresults of operations, developments assets, capital or occurrences which have had, or are reasonably likely to have, a Material Adverse Effect on BDCbusiness; (b) Suffered any material damage, destruction or loss to any of its properties, properties not fully paid fully-covered by insurance proceeds, in excess of $25,000 individually or in the aggregateinsurance; (c) Declared, distributed or paid any dividend or other distribution to its shareholders, except for payment of dividends as permitted by Section 6.03 hereof6.03(a)(iii) hereof and except for 13,800 shares of Shelby County Common Stock issued pursuant to the exercise of the Stock Options; (d) Repurchased, redeemed or otherwise acquired shares of its common capital stock, issued any shares of its common capital stock or stock appreciation rights or sold or agreed to issue or sell (except for 13,800 shares of Shelby County Common Stock issued pursuant to the exercise of the Stock Options) any shares of its common stock, including the issuance of any capital stock options, or any right or option to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize or split up its stock; (e) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit profit-sharing, healthsavings, bonus, insurance deferred compensation, stock or other option plan or agreement; any employee welfare or benefit plan or agreement arrangement; or any other agreement, commitment or understanding, to present or former employees, officers or directors of BDC Shelby County, SCSB or a Subsidiaryeither of the Subsidiaries; (f) Increased the salary salary, compensation or fees of any director, officer or employee, except for normal increases in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement or any other agreement or understanding with any officer or employee or installed any employee welfare, pension, retirement, stock option, stock appreciation, stock dividend, profit sharing or other similar plan or arrangementbenefit plan; (g) Leased, sold or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except for the Merger contemplated by this Agreement, mergedMerged, consolidated or sold shares of its common stockcapital stock of SCSB; except for the Merger, agreed or committed to merge merge, consolidate, combine or consolidate affiliate with or into any third party, ; agreed or committed to sell the substantial assets or any shares of its common capital stock of Shelby County, SCSB or either of the Subsidiaries; or except pursuant to foreclosure actions and mortgages, liens or security interests securing loans, acquired or agreed to acquire any stocksecurities, equity interest, assets or business of any third party; (i) Incurred, assumed or guaranteed any obligation or liability (fixed or contingent) (including borrowings in the ordinary course of business from the Federal Home Loan Bank of Indianapolis not exceeding $22.5 Million) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged or subjected to a lien, security interest, option or other encumbrance any of its assets assets, except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or lienslien: (i) required to be granted in connection with acceptance by JSB SCSB of government deposits; or (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) arising under currently existing credit agreements and financing arrangements listed on otherwise incurred in the BDC Disclosure Schedule; and (iv) that do not materially impair ordinary course of the ownership or use conduct of such assetsits business; (k) Except as set forth in the BDC Disclosure Schedule, canceledCanceled, released or compromised any loan, debt, obligation, claim or receivable other than in the ordinary course of business; (1l) Entered into or made any loan or other transaction, contract or commitment other than in the ordinary course of business; (m) Agreed to enter into any transaction for the borrowing or lending of monies, funds or securities, other than in the ordinary course of its lending business; or (n) Conducted its business in any manner other than substantially as it was being conducted on September 30, 1997.

Interim Events. Except as otherwise permitted hereunder, since December 31June 30, 20152010, or as set forth in the Disclosure Schedule, neither BDC Monroe nor any of its Subsidiaries has: (a) experienced any events, changes, developments or occurrences which have had, or are reasonably likely to have, a Material Adverse Effect on BDCMonroe; (b) Suffered any damage, destruction or loss to any of its properties, not fully paid by insurance proceeds, in excess of $25,000 100,000 individually or in the aggregate; (c) Declared, distributed or paid any dividend or other distribution to its shareholders, except for payment of dividends as permitted by Section 6.03 5.03(a)(iii) hereof; (d) Repurchased, redeemed or otherwise acquired shares of its common stock, issued any shares of its common stock or stock appreciation rights or sold or agreed to issue or sell any shares of its common stock, including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize or split its stock; (e) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, health, bonus, insurance or other welfare benefit plan or agreement to employees, officers or directors of BDC Monroe or a Subsidiary; (f) Increased the salary of any director, officer or employee, except for normal increases in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement or understanding with any officer or employee or installed any employee welfare, pension, retirement, stock option, stock appreciation, stock dividend, profit sharing or other similar plan or arrangement; (g) Leased, sold or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except for the Merger contemplated by this Agreement, merged, consolidated or sold shares of its common stock, agreed to merge or consolidate with or into any third party, agreed to sell any shares of its common stock or acquired or agreed to acquire any stock, equity interest, assets or business of any third party; (i) Incurred, assumed or guaranteed any obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged or subjected to a lien, security interest, option or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB Monroe Bank of government deposits; or (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Monroe Disclosure Schedule, canceled, released or compromised any loan, debt, obligation, claim or receivable other than in the ordinary course of business; (1l) Entered into any transaction, contract or commitment other than in the ordinary course of business; (m) Agreed to enter into any transaction for the borrowing or loaning of monies, other than in the ordinary course of its lending business; or (n) Conducted its business in any manner other than substantially as it was being conducted as of June 30, 2010.

Interim Events. Except as otherwise permitted hereunder, since December 31, 2015, hereunder or as set forth in disclosed on Section 3.23 of the WBKC Disclosure Schedule, since March 31, 2017, neither BDC WBKC nor any of its Subsidiaries has: (a) experienced Experienced any events, changes, developments developments, or occurrences which have had, or are reasonably likely to have, a Material Adverse Effect on BDCWBKC; (b) Suffered any damage, destruction destruction, or loss to any of its properties, not fully paid by insurance proceeds, in excess of $25,000 100,000 individually or $250,000 in the aggregate; (c) Declared, distributed distributed, or paid any dividend or other distribution to its shareholders, except for payment of dividends as permitted by Section 6.03 5.03(b)(ii) hereof; (d) Repurchased, redeemed redeemed, or otherwise acquired shares of its common stockstock (other than the withholding of shares to satisfy tax obligations in connection with the vesting of WBKC Restricted Stock or the exercise of WBKC Options), issued any shares of its common stock or stock appreciation rights rights, or sold or agreed to issue or sell any shares of its common stockstock (excluding the exercise of any stock options), including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock stock, or taken any action to reclassify, recapitalize recapitalize, or split its stock; (e) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, change in control, health, bonus, insurance insurance, or other welfare benefit plan or agreement to employees, officers officers, or directors of BDC WBKC or a Subsidiary, except in the ordinary course of business; (f) Increased the salary of (or granted any bonus to) any director, officer officer, or employee, except for normal increases (and bonuses) in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement agreement, or understanding with any officer or employee or installed or amended any existing employee welfare, pension, retirement, change in control, stock option, stock appreciation, stock dividend, profit sharing sharing, or other similar plan or arrangement; (g) Leased, sold sold, or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased purchased, or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except for the Merger and other transactions contemplated by this Agreement, merged, consolidated consolidated, or sold shares of its (or any of its Subsidiaries’) common stock, agreed to merge or consolidate WBKC or any of its Subsidiaries with or into any third party, agreed to sell any shares of its (or any of its Subsidiaries’) common stock stock, or acquired or agreed to acquire any stock, equity interest, assets assets, or business of any third party; (i) Incurred, assumed assumed, or guaranteed any material obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged pledged, or subjected to a lien, security interest, option option, or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB Wolverine Bank of government deposits; or (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Disclosure ScheduleCanceled, canceledreleased, released or compromised any material loan, debt, obligation, claim claim, or receivable other than in the ordinary course of business; (1l) Entered Except for this Agreement, entered into any transaction, contract contract, or commitment other than in the ordinary course of business; (m) Agreed to enter into any transaction for the borrowing or loaning of monies, other than in the ordinary course of its lending business; (n) Amended their articles of incorporation, charter, or bylaws (or other similar governance documents) or adopted any resolutions by their board of directors or shareholders with respect to the same; or (o) Conducted its business in any manner other than substantially as it was being conducted prior to March 31, 2017.

Interim Events. Except as otherwise permitted hereunder, since December 31September 30, 20152007, or as set forth in the Disclosure Schedule, neither BDC 1st Independence nor any of its Subsidiaries 1st Bank has: (a) experienced Suffered any events, changes, developments or occurrences which have had, or are reasonably likely to have, changes having a Material Adverse Effect on BDCEffect; (b) Suffered any damage, destruction or loss to any of its properties, not fully paid by insurance proceeds, in excess of $25,000 10,000 individually or in the aggregate; (c) Declared, distributed or paid any dividend or other distribution to its shareholders, except for payment of dividends as permitted by Section 6.03 5.03(a)(iii) hereof; (d) Repurchased, redeemed or otherwise acquired shares of its common stock, issued any shares of its common stock or stock appreciation rights or sold or agreed to issue or sell any shares of its common stock, including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize or split its stock; (e) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, health, bonus, insurance or other welfare benefit plan or agreement to employees, officers or directors of BDC 1st Independence or a Subsidiary1st Bank except pursuant to the express terms thereof or otherwise in the ordinary course of business; (f) Increased the salary of any director, officer or employee, except for normal increases in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement or understanding with any officer or employee or installed any employee welfare, pension, retirement, stock option, stock appreciation, stock dividend, profit sharing or other similar plan or arrangement; (g) Leased, sold or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except for the Merger contemplated by this Agreement, merged, consolidated or sold shares of its common stock, agreed to merge or consolidate with or into any third party, agreed to sell any shares of its common stock or acquired or agreed to acquire any stock, equity interest, assets or business of any third party; (i) Incurred, assumed or guaranteed any obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged or subjected to a lien, security interest, option or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB 1st Bank of government deposits; or (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Disclosure Schedule, canceled, released or compromised any loan, debt, obligation, claim or receivable other than in the ordinary course of business; (1l) Entered into any transaction, contract or commitment other than in the ordinary course of business; (m) Agreed to enter into any transaction for the borrowing or loaning of monies, other than in the ordinary course of its lending business; or (n) Conducted its business in any manner other than substantially as it was being conducted through September 30, 2007.

Interim Events. Except as otherwise permitted hereunder, since December 31September 30, 20152011, or as set forth in the Disclosure Schedule, neither BDC ICB nor any of its Subsidiaries has: (a) experienced any events, changes, developments or occurrences which have had, or are reasonably likely to have, a Material Adverse Effect on BDCICB; (b) Suffered any damage, destruction or loss to any of its properties, not fully paid by insurance proceeds, in excess of $25,000 100,000 individually or in the aggregate; (c) Declared, distributed or paid any dividend or other distribution to its shareholders, except for payment of dividends as permitted by Section 6.03 5.03(a)(iii) hereof; (d) Repurchased, redeemed or otherwise acquired shares of its common stock, issued any shares of its common stock or stock appreciation rights or sold or agreed to issue or sell any shares of its common stock, including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize or split its stock; (e) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, health, bonus, insurance or other welfare benefit plan or agreement to employees, officers or directors of BDC ICB or a Subsidiary; (f) Increased the salary of any director, officer or employee, except for normal increases in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement or understanding with any officer or employee or installed any employee welfare, pension, retirement, stock option, stock appreciation, stock dividend, profit sharing or other similar plan or arrangement; (g) Leased, sold or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except for the Merger contemplated by this Agreement, merged, consolidated or sold shares of its common stock, agreed to merge or consolidate with or into any third party, agreed to sell any shares of its common stock or acquired or agreed to acquire any stock, equity interest, assets or business of any third party; (i) Incurred, assumed or guaranteed any obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged or subjected to a lien, security interest, option or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB IBTC of government deposits; or (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC ICB Disclosure Schedule, canceled, released or compromised any loan, debt, obligation, claim or receivable other than in the ordinary course of business; (1l) Entered into any transaction, contract or commitment other than in the ordinary course of business; (m) Agreed to enter into any transaction for the borrowing or loaning of monies, other than in the ordinary course of its lending business; or (n) Conducted its business in any manner other than substantially as it was being conducted as of September 30, 2011.

Interim Events. Except as disclosed on Schedule 5.18 of the FDB Book of Schedules and as otherwise permitted hereunder, since December 31, 2015, or as set forth in the Disclosure Schedule1998, neither BDC FDB nor any of its the FDB Subsidiaries has: (a) experienced Suffered any events, changes, developments or occurrences which have had, or are reasonably likely to have, changes having a Material Adverse Effect on BDCFDB, or in the operation or conduct of the respective businesses of FDB or any of the FDB Subsidiaries; (b) Suffered any material damage, destruction or loss to any of its properties, not fully paid respective properties whether covered by insurance proceeds, in excess of $25,000 individually or in the aggregatenot; (c) Declared, distributed or paid Declared any dividend or other distribution with respect to its shareholders, stock (except for payment of dividends as permitted by Section 6.03 hereof; (d) Repurchasedand distributions from any FDB Subsidiary to FDB or any other FDB Subsidiary), repurchased or redeemed or otherwise acquired shares of its common stock, issued any shares of its common stock or stock appreciation rights or sold or agreed to issue or sell any shares of its common stock, including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize or split up its stockstock or issued any stock appreciation rights; (ed) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, health, bonus, insurance FDB Employee Benefit Plan; (e) Cancelled or compromised any debt or claim other welfare benefit plan or agreement to employees, officers or directors than in the ordinary course of BDC or a Subsidiarybusiness; (f) Increased the salary of Entered into any directortransaction, officer contract or employee, except for normal increases commitment other than in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement or understanding with any officer or employee or installed any employee welfare, pension, retirement, stock option, stock appreciation, stock dividend, profit sharing or other similar plan or arrangementbusiness; (g) Incurred any obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of its respective business; (h) Mortgaged, pledged or subjected to a lien, security interest or other encumbrance any of its assets except to tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with the acceptance by any FDB Subsidiary of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the ordinary course of the conduct of its respective business; (i) Conducted its respective business in any manner other than substantially as it was being conducted prior to such time; (j) Leased, sold or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business; (hk) Except for the Merger transactions contemplated by this Agreement, merged, consolidated or sold shares of its common stock, agreed to merge or consolidate with or into any third partyother Person, agreed to sell any shares of its common stock or acquired or agreed to acquire any stock, equity interest, assets interest or business of any third partyother Person; (il) IncurredAgreed to enter into any transaction for the borrowing or loaning of monies, assumed or guaranteed any obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged or subjected to a lien, security interest, option or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Disclosure Schedule, canceled, released or compromised any loan, debt, obligation, claim or receivable other than in the ordinary course of business;; or (1m) Entered into Increased the salary of any transactionofficer or the compensation or fees payable to any director, contract or commitment other than except for normal increases in the ordinary course of business;business or in accordance with any FDB Employee Benefit Plan, or entered into any employment contract with any officer or salaried employee or installed any employee welfare, stock option, profit sharing or other similar plan or arrangement.

Interim Events. Except as otherwise permitted hereunder, since December 31June 30, 2015, 2013 or as set forth in the TFC Disclosure Schedule, neither BDC TFC nor any of its Subsidiaries has: (a) experienced any events, changes, developments or occurrences which have had, or are reasonably likely to have, a Material Adverse Effect on BDCTFC; (b) Suffered any damage, destruction or loss to any of its properties, not fully paid by insurance proceeds, in excess of $25,000 100,000 individually or in the aggregate; (c) Declared, distributed or paid any dividend or other distribution to its shareholders, except for payment of dividends as permitted by Section 6.03 5.03(a)(iii) hereof; (d) Repurchased, redeemed or otherwise acquired shares of its common stock, issued any shares of its common stock or stock appreciation rights or sold or agreed to issue or sell any shares of its common stock, including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize or split its stock; (e) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, health, bonus, insurance or other welfare benefit plan or agreement to employees, officers or directors of BDC TFC or a Subsidiary; (f) Increased the salary of any director, officer or employee, except for normal increases in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement or understanding with any officer or employee or installed any employee welfare, pension, retirement, stock option, stock appreciation, stock dividend, profit sharing or other similar plan or arrangement; (g) Leased, sold or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except for the Merger contemplated by this Agreement, merged, consolidated or sold shares of its common stock, agreed to merge or consolidate with or into any third party, agreed to sell any shares of its common stock or acquired or agreed to acquire any stock, equity interest, assets or business of any third party; (i) Incurred, assumed or guaranteed any obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged or subjected to a lien, security interest, option or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB TBT of government deposits; or (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Disclosure Schedule, canceledCanceled, released or compromised any loan, debt, obligation, claim or receivable other than in the ordinary course of business; (1l) Entered into any transaction, contract or commitment other than in the ordinary course of business; (m) Agreed to enter into any transaction for the borrowing or loaning of monies, other than in the ordinary course of its lending business; or (n) Conducted its business in any manner other than substantially as it was being conducted as of June 30, 2013.

Interim Events. Except as disclosed on Schedule 4.18 of the BIF Book of Schedules and as otherwise permitted hereunder, since December 31, 2015, or as set forth in the Disclosure Schedule1998, neither BDC BIF nor any of its the BIF Subsidiaries has: (a) experienced Suffered any events, changes, developments or occurrences which have had, or are reasonably likely to have, changes having a Material Adverse Effect on BDCBIF, or in the operation or conduct of the respective businesses of BIF or any of the BIF Subsidiaries; (b) Suffered any material damage, destruction or loss to any of its properties, not fully paid respective properties whether covered by insurance proceeds, in excess of $25,000 individually or in the aggregatenot; (c) Declared, distributed or paid Declared any dividend or other distribution with respect to its shareholders, stock (except for payment of dividends as permitted by Section 6.03 hereof; (d) Repurchasedand distributions from any BIF Subsidiary to BIF or any other BIF Subsidiary), repurchased or redeemed or otherwise acquired shares of its common stock, issued any shares of its common stock or stock appreciation rights or sold or agreed to issue or sell any shares of its common stock, including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize or split up its stockstock or issued any stock appreciation rights; (ed) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, health, bonus, insurance BIF Employee Benefit Plan; (e) Cancelled or compromised any debt or claim other welfare benefit plan or agreement to employees, officers or directors than in the ordinary course of BDC or a Subsidiarybusiness; (f) Increased the salary of Entered into any directortransaction, officer contract or employee, except for normal increases commitment other than in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement or understanding with any officer or employee or installed any employee welfare, pension, retirement, stock option, stock appreciation, stock dividend, profit sharing or other similar plan or arrangementbusiness; (g) Incurred any obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of its respective business; (h) Mortgaged, pledged or subjected to a lien, security interest or other encumbrance any of its assets except to tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with the acceptance by any BIF Subsidiary of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the ordinary course of the conduct of its respective business; (i) Conducted its respective business in any manner other than substantially as it was being conducted prior to such time; (j) Leased, sold or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business; (hk) Except for the Merger transactions contemplated by this Agreement, merged, consolidated or sold shares of its common stock, agreed to merge or consolidate with or into any third partyother Person, agreed to sell any shares of its common stock or acquired or agreed to acquire any stock, equity interest, assets interest or business of any third partyother Person; (il) IncurredAgreed to enter into any transaction for the borrowing or loaning of monies, assumed or guaranteed any obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged or subjected to a lien, security interest, option or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Disclosure Schedule, canceled, released or compromised any loan, debt, obligation, claim or receivable other than in the ordinary course of business;; or (1m) Entered into Increased the salary of any transactionofficer or the compensation or fees payable to any director, contract or commitment other than except for normal increases in the ordinary course of business;business or in accordance with any BIF Employee Benefit Plan, or entered into any employment contract with any officer or salaried employee or installed any employee welfare, stock option, profit sharing or other similar plan or arrangement.

Interim Events. Except as set forth in Schedule 4.22 of the Disclosure Schedule and except as otherwise required or permitted hereunder, since December 31, 20152000, or as set forth neither Community nor Bank has, other than in the Disclosure Schedule, neither BDC nor any ordinary course of its Subsidiaries hasbusiness: (a) experienced Suffered any eventschanges having an adverse impact on the financial condition, changesresults of operations, developments business, assets or occurrences which have had, capital of Community or are reasonably likely to have, a Material Adverse Effect on BDCBank in excess of $10,000 individually or in the aggregate; (b) Suffered any damage, destruction or loss to any of its properties, not fully paid by insurance proceeds, in excess of $25,000 5,000 individually or in the aggregate; (c) Declared, distributed or paid any dividend or other distribution to its shareholders, except for payment of dividends as permitted by Section 6.03 hereof; (d) Repurchased, redeemed or otherwise acquired shares of its common stock, issued any shares of its common stock or stock appreciation rights or sold or agreed to issue or sell any shares of its common stock, including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize or split its stock; (e) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, health, bonus, insurance or other welfare benefit plan or agreement to employees, officers or directors of BDC Community or a SubsidiaryBank except pursuant to the express terms thereof; (f) Increased the salary of any director, officer or employee, except for normal increases in the ordinary course of business and in accordance with past practices, employee or entered into any employment contract, indemnity agreement or understanding with any officer or employee or installed any employee welfare, pension, retirement, stock option, stock appreciation, stock dividend, profit sharing or other similar plan or arrangement; (g) Leased, sold or otherwise disposed of any of its assets except as contemplated by Section 2.02(c) or in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except for the Merger contemplated by this Agreement, merged, consolidated or sold shares of its common stock, agreed to merge or consolidate with or into any third party, agreed to sell any shares of its common stock or acquired or agreed to acquire any stock, equity interest, assets or business of any third party; (i) Incurred, assumed or guaranteed any obligation or liability (fixed whether absolute, accrued, contingent or contingentotherwise) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged or subjected to a lien, security interest, option or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB Community or Bank of government deposits; or (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Disclosure Schedule, canceled, released or compromised any loan, debt, obligation, claim or receivable other than in the ordinary course of business; (1l) Entered into any transaction, contract or commitment other than in the ordinary course of business; (m) Agreed to enter into any transaction for the borrowing or loaning of monies, other than in the ordinary course of its lending business; or (n) Conducted its business in any manner other than substantially as it was being conducted through December 31, 2000.

Interim Events. Except as otherwise permitted hereunderhereunder or contemplated hereby, since December 31, 2015, 2013 or as set forth in the MBT Disclosure Schedule, neither BDC MBT nor any of its Subsidiaries has: (a) experienced any events, changes, developments or occurrences which have had, or are reasonably likely to have, a Material Adverse Effect on BDCMBT; (b) Suffered suffered any damage, destruction or loss to any of its properties, not fully paid by insurance proceeds, in excess of $25,000 10,000 individually or in the aggregate; (c) Declareddeclared, distributed or paid any dividend or other distribution to its shareholders, except for payment of dividends as permitted by Section 6.03 5.03(a)(iii) hereof; (d) Repurchasedrepurchased, redeemed or otherwise acquired shares of its common stock, issued any shares of its common stock or stock appreciation rights or sold or agreed to issue or sell any shares of its common stock, including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize or split its stock; (e) Granted granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, health, bonus, insurance or other welfare benefit plan or agreement to employees, officers or directors of BDC MBT or a Subsidiary; (f) Increased increased the salary of any director, officer or employee, except for normal increases in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement or understanding with any officer or employee or installed any employee welfare, pension, retirement, stock option, stock appreciation, stock dividend, profit sharing or other similar plan or arrangement; (g) Leasedleased, sold or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except except for the Merger contemplated by this Agreement, or except in connection with distributions or elections under the MBT KSOP in the ordinary course, merged, consolidated or sold shares of its common stock, agreed to merge or consolidate with or into any third party, agreed to sell any shares of its common stock or acquired or agreed to acquire any stock, equity interest, assets or business of any third party; (i) Incurredincurred, assumed or guaranteed any obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgagedmortgaged, pledged or subjected to a lien, security interest, option or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB Merchants of government deposits; or (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Disclosure Schedule, canceled, released or compromised any loan, debt, obligation, claim or receivable other than in the ordinary course of business; (1l) Entered entered into any transaction, contract or commitment other than in the ordinary course of business; (m) agreed to enter into any transaction for the borrowing or loaning of monies, other than in the ordinary course of its lending business; or (n) conducted its business in any manner other than substantially as it was being conducted as of December 31, 2013, except for any conduct or actions taken related to the Merger or this Agreement.

Interim Events. Except as otherwise permitted hereunder, since December 31, 2015, hereunder or as set forth disclosed in Section 3.23 of the RYFL Disclosure Schedule, since June 30, 2021, neither BDC RYFL nor any of its Subsidiaries has: (a) experienced Experienced any events, changes, developments developments, or occurrences which have had, or are reasonably likely to have, a Material Adverse Effect on BDCRYFL; (b) Suffered any damage, destruction destruction, or loss to any of its properties, not fully paid by insurance proceeds, in excess of $25,000 100,000 individually or $250,000 in the aggregate; (c) Declared, distributed distributed, or paid any dividend or other distribution to its shareholders, except for the payment of dividends as permitted by Section 6.03 5.03(a)(ii) hereof; (d) Repurchased, redeemed redeemed, or otherwise acquired shares of its common stockstock (other than the withholding of shares to satisfy tax obligations in connection with the vesting of RYFL Restricted Stock or the exercise of RYFL Options), issued any shares of its common stock or stock appreciation rights rights, or sold or agreed to issue or sell any shares of its common stockstock (excluding pursuant to the exercise of any RYFL Option), including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize recapitalize, or split its stock; (e) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, change in control, health, bonus, insurance insurance, or other welfare benefit plan or agreement to employees, officers officers, or directors of BDC RYFL or a Subsidiary, except in the ordinary course of business; (fi) Increased the salary of any director, officer officer, or employee, except for normal increases of not more than 3.5% of such individual’s compensation in the ordinary course of business and in accordance with past practices, (ii) granted any bonus to any director, officer, or employee, except for normal bonuses of not more than 12% of such individual’s compensation in the ordinary course of business and in accordance with past practices, or (iii) entered into any employment contract, indemnity agreement agreement, or understanding with any officer or employee employee, or installed or amended any existing employee welfare, pension, retirement, change in control, stock option, stock appreciation, stock dividend, profit sharing sharing, or other similar plan or arrangement; (g) Leased, sold sold, or otherwise disposed of any of its assets except in the ordinary course of business business, or leased, purchased purchased, or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except for the Merger and other transactions contemplated by this Agreement, merged, consolidated consolidated, or sold shares of its (or any of its Subsidiaries’) common stock, agreed to merge or consolidate RYFL or any of its Subsidiaries with or into any third party, agreed to sell any shares of its (or any of its Subsidiaries’) common stock stock, or acquired or agreed to acquire any stock, equity interest, assets assets, or business of any third party; (i) IncurredExcept for this Agreement, assumed incurred, assumed, or guaranteed any material obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged pledged, or subjected to a lien, security interest, option option, or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB Royal Bank of government deposits; or (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Disclosure ScheduleCanceled, canceledreleased, released or compromised any loan, debt, obligation, claim claim, or receivable other than in the ordinary course of business; (1) Entered into any transaction, contract or commitment other than in the ordinary course of business;

Interim Events. Except as set forth in the Peoples Disclosure Schedule as otherwise permitted hereunder, since December 31, 2015, or as set forth in the Disclosure Schedule2014, neither BDC Peoples nor any of its Subsidiaries has: (a) experienced any events, changes, developments or occurrences which have had, or are reasonably likely to have, a Material Adverse Effect on BDCPeoples; (b) Suffered any damage, destruction or loss to any of its properties, not fully paid by insurance proceeds, in excess of $25,000 individually or in the aggregate; (c) Declared, distributed or paid any dividend or other distribution to its shareholders, except for payment of dividends as permitted by Section 6.03 hereof; (d) Repurchased, redeemed or otherwise acquired shares of its common stock, issued any shares of its common stock or stock appreciation rights or sold or agreed to issue or sell any shares of its common stock, including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize or split its stock; (e) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, health, bonus, insurance or other welfare benefit plan or agreement to employees, officers or directors of BDC Peoples or a Subsidiary; (f) Increased the salary of any director, officer or employee, except for normal increases in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement or understanding with any officer or employee or installed any employee welfare, pension, retirement, stock option, stock appreciation, stock dividend, profit sharing or other similar plan or arrangement; (g) Leased, sold or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except for the Merger contemplated by this Agreement, merged, consolidated or sold shares of its common stock, agreed to merge or consolidate with or into any third party, agreed to sell any shares of its common stock or acquired or agreed to acquire any stock, equity interest, assets or business of any third party; (i) Incurred, assumed or guaranteed any obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of businessbusiness consistent with past practices; (j) Mortgaged, pledged or subjected to a lien, security interest, option or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB Peoples Bank of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Peoples Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Peoples Disclosure Schedule, canceled, released or compromised any loan, debt, obligation, claim or receivable other than in the ordinary course of business; (1l) Entered into any transaction, contract or commitment other than in the ordinary course of business; (m) Agreed to enter into any transaction for the borrowing or loaning of monies, other than in the ordinary course of its lending business; or (n) Conducted its business in any manner other than substantially as it was being conducted as of December 31, 2014.

Interim Events. Except as otherwise permitted hereunder, since December 31, 2015, hereunder or as set forth disclosed in Section 3.23 of the AJSB Disclosure Schedule, since June 30, 2018, neither BDC AJSB nor any of its Subsidiaries has: (a) experienced Experienced any events, changes, developments developments, or occurrences which have had, or are reasonably likely to have, a Material Adverse Effect on BDCAJSB; (b) Suffered any damage, destruction destruction, or loss to any of its properties, not fully paid by insurance proceeds, in excess of $25,000 100,000 individually or $250,000 in the aggregate; (c) Declared, distributed distributed, or paid any dividend or other distribution to its shareholders, except for the payment of dividends as permitted by Section 6.03 5.03(a)(ii) hereof; (d) Repurchased, redeemed redeemed, or otherwise acquired shares of its common stockstock (other than the withholding of shares to satisfy tax obligations in connection with the vesting of AJSB Restricted Stock or the exercise of AJSB Options), issued any shares of its common stock or stock appreciation rights rights, or sold or agreed to issue or sell any shares of its common stockstock (excluding the exercise of any stock option), including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize recapitalize, or split its stock; (e) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, change in control, health, bonus, insurance insurance, or other welfare benefit plan or agreement to employees, officers officers, or directors of BDC AJSB or a Subsidiary, except in the ordinary course of business; (f) Increased the salary of (or granted any bonus to) any director, officer officer, or employee, except for normal increases (and bonuses) of not more than 3% of such individual’s compensation in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement agreement, or understanding with any officer or employee employee, or installed or amended any existing employee welfare, pension, retirement, change in control, stock option, stock appreciation, stock dividend, profit sharing sharing, or other similar plan or arrangement; ; (g) Leased, sold sold, or otherwise disposed of any of its assets except in the ordinary course of business business, or leased, purchased purchased, or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except for the Merger contemplated by this Agreement, merged, consolidated or sold shares of its common stock, agreed to merge or consolidate with or into any third party, agreed to sell any shares of its common stock or acquired or agreed to acquire any stock, equity interest, assets or business of any third party; (i) Incurred, assumed or guaranteed any obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged or subjected to a lien, security interest, option or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Disclosure Schedule, canceled, released or compromised any loan, debt, obligation, claim or receivable other than in the ordinary course of business; (1) Entered into any transaction, contract or commitment other than in the ordinary course of business;

Interim Events. Except as otherwise permitted hereunderhereunder or disclosed on the Heartland Disclosure Schedule, since December 31, 2015, or as set forth in the Disclosure Schedule2011, neither BDC Heartland nor any of its Subsidiaries has: (a) experienced any events, changes, developments or occurrences which have had, or are reasonably likely to have, a Material Adverse Effect on BDCHeartland; (b) Suffered any damage, destruction or loss to any of its properties, not fully paid by insurance proceeds, in excess of $25,000 100,000 individually or $500,000 in the aggregate; (c) Declared, distributed or paid any dividend or other distribution to its shareholders, except for payment of dividends as permitted by Section 6.03 5.03(a)(ii) hereof; (d) Repurchased, redeemed or otherwise acquired shares of its common stock, issued any shares of its common stock or stock appreciation rights or sold or agreed to issue or sell any shares of its common stock, including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize or split its stock; (e) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, health, bonus, insurance or other welfare benefit plan or agreement to employees, officers or directors of BDC Heartland or a Subsidiary; (f) Increased the salary of (or granted any bonus to) any director, officer or employee, except for normal increases in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement or understanding with any officer or employee or installed any employee welfare, pension, retirement, stock option, stock appreciation, stock dividend, profit sharing or other similar plan or arrangement; (g) Leased, sold or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except for the Merger contemplated by this Agreement, merged, consolidated or sold shares of its common stock, agreed to merge or consolidate with or into any third party, agreed to sell any shares of its common stock or acquired or agreed to acquire any stock, equity interest, assets or business of any third party; (i) Incurred, assumed or guaranteed any material obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged or subjected to a lien, security interest, option or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB Heartland Bank of government deposits; or (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Disclosure Schedule, canceledCanceled, released or compromised any loan, debt, obligation, claim or receivable other than in the ordinary course of business; (1l) Entered into any transaction, contract or commitment other than in the ordinary course of business; (m) Agreed to enter into any transaction for the borrowing or loaning of monies, other than in the ordinary course of its lending business; or (n) Conducted its business in any manner other than substantially as it was being conducted as of December 31, 2011.

Interim Events. Except as otherwise permitted hereunder, since December 31June 30, 20152005, or as set forth in the Disclosure Schedule, neither BDC UCBC nor any of its Subsidiaries Union Federal has: (a) experienced Suffered any eventschanges having an adverse impact on the financial condition, changesresults of operations, developments business, assets or occurrences which have had, capital of UCBC on a consolidated basis in excess of $5,000 individually or are reasonably likely to have, a Material Adverse Effect on BDCin the aggregate; (b) Suffered any damage, destruction or loss to any of its properties, not fully paid by insurance proceeds, in excess of $25,000 5,000 individually or in the aggregate; (c) Declared, distributed or paid any dividend or other distribution to its shareholders, except for payment of dividends as permitted by Section 6.03 6.03(a)(iii) hereof; (d) Repurchased, redeemed or otherwise acquired shares of its common stock, issued any shares of its common stock or stock appreciation rights or sold or agreed to issue or sell any shares of its common stock, including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize or split its stock; (e) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, health, bonus, insurance or other welfare benefit plan or agreement to employees, officers or directors of BDC UCBC or a SubsidiaryUnion Federal except pursuant to the express terms thereof; (f) Increased the salary of any director, officer or employee, except for normal increases in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement or understanding with any officer or employee or installed any employee welfare, pension, retirement, stock option, stock appreciation, stock dividend, profit sharing or other similar plan or arrangement; (g) Leased, sold or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except for the Merger Mergers contemplated by this Agreement, merged, consolidated or sold shares of its common stock, agreed to merge or consolidate with or into any third party, agreed to sell any shares of its common stock or acquired or agreed to acquire any stock, equity interest, assets or business of any third party; (i) Incurred, assumed or guaranteed any obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged or subjected to a lien, security interest, option or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB Union Federal of government deposits; or (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Disclosure Schedule, canceled, released or compromised any loan, debt, obligation, claim or receivable other than in the ordinary course of business; (1l) Entered into any transaction, contract or commitment other than in the ordinary course of business; (m) Agreed to enter into any transaction for the borrowing or loaning of monies, other than in the ordinary course of its lending business; or (n) Conducted its business in any manner other than substantially as it was being conducted through June 30, 2005.

Interim Events. Except as otherwise permitted hereunder, since December 31September 30, 2015, or as set forth in the Disclosure Schedule1997, neither BDC Shelby County, SCSB nor any either of its the Subsidiaries has: (a) experienced Suffered any eventschanges having a material adverse effect on its financial condition, changesresults of operations, developments assets, capital or occurrences which have had, or are reasonably likely to have, a Material Adverse Effect on BDCbusiness; (b) Suffered any material damage, destruction or loss to any of its properties, properties not fully paid fully-covered by insurance proceeds, in excess of $25,000 individually or in the aggregateinsurance; (c) Declared, distributed or paid any dividend or other distribution to its shareholders, except for payment of dividends as permitted by Section 6.03 hereof6.03(a)(iii) hereof and except for 13,800 shares of Shelby County Common Stock issued pursuant to the exercise of the Stock Options; (d) Repurchased, redeemed or otherwise acquired shares of its common capital stock, issued any shares of its common capital stock or stock appreciation rights or sold or agreed to issue or sell (except for 13,800 shares of Shelby County Common Stock issued pursuant to the exercise of the Stock Options) any shares of its common stock, including the issuance of any capital stock options, or any right or option to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize or split up its stock; (e) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit profit-sharing, healthsavings, bonus, insurance deferred compensation, stock or other option plan or agreement; any employee welfare or benefit plan or agreement arrangement; or any other agreement, commitment or understanding, to present or former employees, officers or directors of BDC Shelby County, SCSB or a Subsidiaryeither of the Subsidiaries; (f) Increased the salary salary, compensation or fees of any director, officer or employee, except for normal increases in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement or any other agreement or understanding with any officer or employee or installed any employee welfare, pension, retirement, stock option, stock appreciation, stock dividend, profit sharing or other similar plan or arrangementbenefit plan; (g) Leased, sold or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except for the Merger contemplated by this Agreement, mergedMerged, consolidated or sold shares of its common stockcapital stock of SCSB; except for the Merger, agreed or committed to merge merge, consolidate, combine or consolidate affiliate with or into any third party, ; agreed or committed to sell the substantial assets or any shares of its common capital stock of Shelby County, SCSB or either of the Subsidiaries; or except pursuant to foreclosure actions and mortgages, liens or security interests securing loans, acquired or agreed to acquire any stocksecurities, equity interest, assets or business of any third party; (i) Incurred, assumed or guaranteed any obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged or subjected to a lien, security interest, option or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Disclosure Schedule, canceled, released or compromised any loan, debt, obligation, claim or receivable other than in the ordinary course of business; (1) Entered into any transaction, contract or commitment other than in the ordinary course of business;

Interim Events. Except as otherwise permitted hereunder, since December 31, 2015, or as set forth in Schedule 3.17 of the Disclosure ScheduleCottage Grove Book of Schedules, neither BDC nor any of its Subsidiaries hassince June 30, 1996, the Bank has not: (a) experienced Suffered any eventschanges having a material adverse effect on the financial condition, changes, developments assets or occurrences which have hadbusiness of the Bank, or are reasonably likely to have, a Material Adverse Effect on BDCin the operation or conduct of its business; (b) Suffered any material damage, destruction or loss to any of its properties, not fully paid properties whether covered by insurance proceeds, in excess of $25,000 individually or in the aggregatenot; (c) Declared, distributed or paid Declared any dividend or other distribution with respect to its shareholdersstock, except for payment of dividends as permitted by Section 6.03 hereof; (d) Repurchased, repurchased or redeemed or otherwise acquired shares of its common stock, issued any shares of its common stock or stock appreciation rights or sold or agreed to issue or sell any shares of its common stock, including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize or split up its stockstock or issued any stock appreciation rights; (ed) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, health, bonus, insurance Employee Benefit Plan; (e) Cancelled or compromised any debt or claim other welfare benefit plan or agreement to employees, officers or directors than in the ordinary course of BDC or a Subsidiarybusiness; (f) Increased the salary of Entered into any directortransaction, officer contract or employee, except for normal increases commitment other than in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement or understanding with any officer or employee or installed any employee welfare, pension, retirement, stock option, stock appreciation, stock dividend, profit sharing or other similar plan or arrangementbusiness; (g) Incurred any obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of its business; (h) Mortgaged, pledged or subjected to a lien, security interest or other encumbrance any of its assets except to tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with the acceptance by the Bank of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the ordinary course of the conduct of its business; (i) Conducted its business in any manner other than substantially as it was being conducted prior to such time; (j) Leased, sold or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business; (hk) Except for the Merger transactions contemplated by this Agreement, merged, consolidated or sold shares of its common stock, agreed to merge or consolidate with or into any third partyother Person, agreed to sell any shares of its common stock or acquired or agreed to acquire any stock, equity interest, assets interest or business of any third partyother Person; (il) IncurredAgreed to enter into any transaction for the borrowing or loaning of monies, assumed or guaranteed any obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged or subjected to a lien, security interest, option or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Disclosure Schedule, canceled, released or compromised any loan, debt, obligation, claim or receivable other than in the ordinary course of business; (1m) Entered Made any principal or interest payment on any outstanding indebtedness of the Bank; or (n) Increased the salary of any officer or the compensation or fees payable to any director, or entered into any transactionemployment contract with any officer or salaried employee or implemented or made any material amendment to any employee welfare, contract stock option, profit sharing or commitment other than in the ordinary course of business;similar plan or arrangement.

Interim Events. Except as disclosed on Schedule 3.16 to the Disclosure Memorandum and as otherwise permitted hereunder, since December 31, 20151994, or as set forth in the Disclosure Schedule, neither BDC nor any of its Subsidiaries hasHNBP has not: (a) experienced Suffered any eventschanges having a material adverse effect on the financial condition, changesassets, developments or occurrences which have hadliabilities, income, or are reasonably likely to have, a Material Adverse Effect on BDCbusiness of HNBP or in the operation or conduct of its business; (b) Suffered any material damage, destruction destruction, or loss to any of its properties, not fully paid material properties whether covered by insurance proceeds, in excess of $25,000 individually or in the aggregatenot; (c) Declared, distributed Adopted any change in any accounting policy or paid any dividend or other distribution to its shareholders, except for payment of dividends as permitted by Section 6.03 hereofmethod; (d) Repurchased, redeemed or otherwise acquired shares of its common stock, issued any shares of its common stock or stock appreciation rights or sold or agreed to issue or sell any shares of its common stock, including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize or split its stock; (e) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, health, bonus, insurance or other welfare benefit plan or agreement to employees, officers or directors of BDC or a SubsidiaryHNBP Employee Benefit Plan; (fe) Increased the salary of Cancelled or compromised any directordebt or claim, officer or employee, except for normal increases in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement or understanding with any officer or employee or installed any employee welfare, pension, retirement, stock option, stock appreciation, stock dividend, profit sharing or other similar plan or arrangement; (g) Leased, sold or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except than in the ordinary course of business; (hf) Except for the Merger contemplated by this Agreement, merged, consolidated or sold shares of its common stock, agreed to merge or consolidate with or Entered into any third partymaterial transaction, agreed to sell any shares contract, or commitment, other than in the ordinary course of its common stock or acquired or agreed to acquire any stock, equity interest, assets or business of any third partybusiness; (ig) Incurred, assumed or guaranteed Incurred any obligation or liability (fixed or contingent) ), other than obligations and liabilities incurred in the ordinary course of its business; (jh) Mortgaged, pledged pledged, or subjected to a lien, security interest, option or other encumbrance any of its assets except for to tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with the acceptance by JSB HNBP of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) arising under currently existing credit agreements and financing arrangements listed on otherwise incurred in the BDC Disclosure Schedule; and ordinary course of the conduct of its business; (ivi) that do not materially impair Conducted its business in any manner other than substantially as it was being conducted prior to such time; (j) Leased, sold or otherwise disposed of any of its assets, except in the ownership ordinary course of business, or use leased, purchased, or otherwise acquired from third parties any assets except in the ordinary course of such assetsbusiness; (k) Except as set forth in for the BDC Disclosure Scheduletransactions contemplated by this Agreement, canceledmerged, released consolidated, or compromised agreed to merge or consolidate with or into any loanother Person, debtor acquired or agreed to acquire any stock, obligationequity interest, claim or receivable business of any other Person; (l) Agreed to enter into any transaction for the borrowing or loaning of monies, other than in the ordinary course of business; (1m) Entered into Increased the salary of any transactionofficer or the compensation or fees payable to any director, contract or commitment other than except for normal increases in the ordinary course of business;business or in accordance with any HNBP Employee Benefit Plan, or entered into any employment contract with any officer or salaried employee or installed any employee welfare, stock option, profit sharing, or other similar plan or arrangement; or (n) Authorized or issued shares of HNBP Common Stock or declared or paid distributions with respect to the HNBP Common Stock or redeemed or repurchased any such shares, except as otherwise provided in this Agreement.

Interim Events. Except as otherwise permitted hereunderhereunder or disclosed on Section 3.23 of the LPB Disclosure Schedule, since December 31September 30, 2015, or as set forth in the Disclosure Schedule, neither BDC LPB nor any of its Subsidiaries has: (a) experienced Experienced any events, changes, developments or occurrences which have had, or are reasonably likely to have, a Material Adverse Effect on BDCLPB; (b) Suffered any damage, destruction or loss to any of its properties, not fully paid by insurance proceeds, in excess of $25,000 100,000 individually or $250,000 in the aggregate; (c) Declared, distributed or paid any dividend or other distribution to its shareholders, except for payment of dividends as permitted by Section 6.03 5.03(b)(ii) hereof; (d) Repurchased, redeemed or otherwise acquired shares of its common stock, issued any shares of its common stock or stock appreciation rights or sold or agreed to issue or sell any shares of its common stockstock (excluding the exercise of any stock options), including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize or split its stock; (e) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, change in control, health, bonus, insurance or other welfare benefit plan or agreement to employees, officers or directors of BDC LPB or a Subsidiary, except in the ordinary course of business; (f) Increased the salary of (or granted any bonus to) any director, officer or employee, except for normal increases (and bonuses) in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement or understanding with any officer or employee or installed or amended any existing employee welfare, pension, AGREEMENT AND PLAN OF MERGER PAGE 27 retirement, change in control, stock option, stock appreciation, stock dividend, profit sharing or other similar plan or arrangement; (g) Leased, sold or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except for the Merger and other transactions contemplated by this Agreement, merged, consolidated or sold shares of its (or any of its Subsidiaries’) common stock, agreed to merge or consolidate LPB or any of its Subsidiaries with or into any third party, agreed to sell any shares of its (or any of its Subsidiaries’) common stock or acquired or agreed to acquire any stock, equity interest, assets or business of any third party; (i) Incurred, assumed or guaranteed any material obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged or subjected to a lien, security interest, option or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB LPSB of government deposits; or (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Disclosure Schedule, canceledCanceled, released or compromised any material loan, debt, obligation, claim or receivable other than in the ordinary course of business; (1l) Entered Except for this Agreement, entered into any transaction, contract or commitment other than in the ordinary course of business; (m) Agreed to enter into any transaction for the borrowing or loaning of monies, other than in the ordinary course of its lending business; (n) Amended their articles of incorporation, charter or bylaws (or other similar governance documents) or adopted any resolutions by their board of directors or shareholders with respect to the same; or (o) Conducted its business in any manner other than substantially as it was being conducted prior to September 30, 2015.

Interim Events. Except as set forth in Schedule 4.22 of the -------------- ------------- Disclosure Schedule and except as otherwise required or permitted hereunder, since December 31, 20152000, or as set forth neither Community nor Bank has, other than in the Disclosure Schedule, neither BDC nor any ordinary course of its Subsidiaries hasbusiness: (a) experienced Suffered any eventschanges having an adverse impact on the financial condition, changesresults of operations, developments business, assets or occurrences which have had, capital of Community or are reasonably likely to have, a Material Adverse Effect on BDCBank in excess of $10,000 individually or in the aggregate; (b) Suffered any damage, destruction or loss to any of its properties, not fully paid by insurance proceeds, in excess of $25,000 5,000 individually or in the aggregate; (c) Declared, distributed or paid any dividend or other distribution to its shareholders, except for payment of dividends as permitted by Section 6.03 hereof; (d) Repurchased, redeemed or otherwise acquired shares of its common stock, issued any shares of its common stock or stock appreciation rights or sold or agreed to issue or sell any shares of its common stock, including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize or split its stock; (e) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, health, bonus, insurance or other welfare benefit plan or agreement to employees, officers or directors of BDC Community or a SubsidiaryBank except pursuant to the express terms thereof; (f) Increased the salary of any director, officer or employee, except for normal increases in the ordinary course of business and in accordance with past practices, employee or entered into any employment contract, indemnity agreement or understanding with any officer or employee or installed any employee welfare, pension, retirement, stock option, stock appreciation, stock dividend, profit sharing or other similar plan or arrangement; (g) Leased, sold or otherwise disposed of any of its assets except as contemplated by Section 2.02(c) or in the ordinary course of business or --------------- leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except for the Merger contemplated by this Agreement, merged, consolidated or sold shares of its common stock, agreed to merge or consolidate with or into any third party, agreed to sell any shares of its common stock or acquired or agreed to acquire any stock, equity interest, assets or business of any third party; (i) Incurred, assumed or guaranteed any obligation or liability (fixed whether absolute, accrued, contingent or contingentotherwise) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged or subjected to a lien, security interest, option or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB Community or Bank of government deposits; or (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Disclosure Schedule, canceled, released or compromised any loan, debt, obligation, claim or receivable other than in the ordinary course of business; (1l) Entered into any transaction, contract or commitment other than in the ordinary course of business; (m) Agreed to enter into any transaction for the borrowing or loaning of monies, other than in the ordinary course of its lending business; or (n) Conducted its business in any manner other than substantially as it was being conducted through December 31, 2000.

Interim Events. Except as otherwise permitted hereunder, since December 31, 2015, hereunder or as set forth in disclosed on the First Personal Disclosure Schedule, since September 30, 2017, neither BDC First Personal nor any of its Subsidiaries has: (a) experienced Experienced any events, changes, developments developments, or occurrences which have had, or are reasonably likely to have, a Material Adverse Effect on BDCFirst Personal; (b) Suffered any damage, destruction destruction, or loss to any of its properties, not fully paid by insurance proceeds, in excess of $25,000 100,000 individually or $250,000 in the aggregate; (c) Declared, distributed distributed, or paid any dividend or other distribution to its shareholders, except for the payment of dividends as permitted by Section 6.03 5.03(a)(ii) hereof; (d) Repurchased, redeemed redeemed, or otherwise acquired shares of its common stock, issued any shares of its common stock or stock appreciation rights rights, or sold or agreed to issue or sell any shares of its common stock, including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize recapitalize, or split its stock; (e) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, change in control, health, bonus, insurance insurance, or other welfare benefit plan or agreement to employees, officers officers, or directors of BDC First Personal or a Subsidiary; (f) Increased the salary of (or granted any bonus to) any director, officer officer, or employee, except for normal annual increases of not more than 3.5% of such individual’s compensation in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement agreement, or understanding with any officer or employee employee, or installed or amended any existing employee welfare, pension, retirement, change in control, stock option, stock appreciation, stock dividend, profit sharing sharing, or other similar plan or arrangement; (g) Leased, sold sold, or otherwise disposed of any of its assets except in the ordinary course of business business, or leased, purchased purchased, or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except for the Merger and other transactions contemplated by this Agreement, merged, consolidated consolidated, or sold shares of its (or any of its Subsidiaries’) common stock, agreed to merge or consolidate First Personal or any of its Subsidiaries with or into any third party, agreed to sell any shares of its (or any of its Subsidiaries’) common stock stock, or acquired or agreed to acquire any stock, equity interest, assets assets, or business of any third party; (i) Incurred, assumed assumed, or guaranteed any material obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged pledged, or subjected to a lien, security interest, option option, or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB FPB of government deposits; or (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Disclosure ScheduleCanceled, canceledreleased, released or compromised any loan, debt, obligation, claim claim, or receivable other than in the ordinary course of business; (1) Entered into any transaction, contract or commitment other than in the ordinary course of business;

Interim Events. Except as otherwise permitted hereunder, since December 31June 30, 20152017, or as set forth in the Disclosure Schedule, neither BDC Anchor nor any of its Subsidiaries has: (a) experienced Experienced any events, changes, developments or occurrences which have had, or are reasonably likely to have, a Material Adverse Effect on BDCAnchor; (b) Suffered any damage, destruction or loss to any of its properties, not fully paid by insurance proceeds, in excess of $25,000 100,000 individually or in the aggregate; (c) Declared, distributed or paid any dividend or other distribution to its shareholders, except for payment of dividends as permitted by Section 6.03 5.03(a)(iii) hereof; (d) Repurchased, redeemed or otherwise acquired shares of its common stock or preferred stock, issued any shares of its common stock, preferred stock or stock appreciation rights or sold or agreed to issue or sell any shares of its common stock or preferred stock, including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize or split its stock; (e) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, health, bonus, insurance or other welfare benefit plan or agreement to employees, officers or directors of BDC Anchor or a any Anchor Subsidiary; (f) Increased the salary of any director, officer or employee, except for normal increases in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement or understanding with any officer or employee or installed any employee welfare, pension, retirement, stock option, stock appreciation, stock dividend, profit sharing or other similar plan or arrangement; (g) Leased, sold or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except for the Merger contemplated by this Agreement, merged, consolidated or sold shares of its common stock, agreed to merge or consolidate with or into any third party, agreed to sell any shares of its common stock or acquired or agreed to acquire any stock, equity interest, assets or business of any third party; (i) Incurred, assumed or guaranteed any obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged or subjected to a lien, security interest, option or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB Bank of government deposits; or (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Disclosure Schedule, canceledCanceled, released or compromised any loan, debt, obligation, claim or receivable other than in the ordinary course of business; (1l) Entered into any transaction, contract or commitment other than in the ordinary course of business; (m) Agreed to enter into any transaction for the borrowing or loaning of monies, other than in the ordinary course of its lending business; or (n) Conducted its business in any manner other than substantially as it was being conducted as of June 30, 2017.

Interim Events. Except as otherwise permitted hereunder, since December 31, 2015, hereunder or as set forth in disclosed on the HBI Disclosure Schedule, since June 30, 2021, neither BDC HBI nor any of its Subsidiaries has: (a) experienced Experienced any events, changes, developments developments, or occurrences which have had, or are reasonably likely to have, a Material Adverse Effect on BDCHBI; (b) Suffered any damage, destruction destruction, or loss to any of its properties, not fully paid by insurance proceeds, in excess of $25,000 individually or 100,000 in the aggregate; (c) Declared, distributed distributed, or paid any dividend or other distribution to its shareholders, except for payment of dividends as permitted by Section 6.03 5.03(a)(ii) hereof; (d) Repurchased, redeemed redeemed, or otherwise acquired shares of its common stock, issued any shares of its common stock or stock appreciation rights or sold or agreed to issue or sell any shares of its common stock, including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize recapitalize, or split its stock; (e) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, change in control, health, bonus, insurance insurance, or other welfare benefit plan or agreement to employees, officers officers, or directors of BDC HBI or a Subsidiary; (f) Increased the salary of (or granted any bonus to) any director, officer officer, or employee, except for normal increases in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement agreement, or understanding with any officer or employee or installed or amended any existing employee welfare, pension, retirement, change in control, stock option, stock appreciation, stock dividend, profit sharing sharing, or other similar plan or arrangement; (g) Leased, sold sold, or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except for the Merger and other transactions contemplated by this Agreement, merged, consolidated consolidated, or sold shares of its (or any of its Subsidiaries’) common stock, agreed to merge or consolidate HBI or any of its Subsidiaries with or into any third party, agreed to sell any shares of its (or any of its Subsidiaries’) common stock or acquired or agreed to acquire any stock, equity interest, assets assets, or business of any third party; (i) Incurred, assumed assumed, or guaranteed any material obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged pledged, or subjected to a lien, security interest, option option, or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB Xxxxxxx Bank & Trust of government deposits; or, (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Disclosure ScheduleCanceled, canceledreleased, released or compromised any loan, debt, obligation, claim claim, or receivable other than in the ordinary course of business; (1l) Entered into any transaction, contract contract, or commitment other than in the ordinary course of business; (m) Agreed to enter into any transaction for the borrowing or loaning of monies, other than in the ordinary course of its lending business; (n) Amended their articles/certificate of incorporation, charter, or bylaws or adopted any resolutions by their board of directors or shareholders with respect to the same; or (o) Conducted its business in any manner other than substantially as it was being conducted prior to June 30, 2021.

Interim Events. Except as otherwise permitted hereunder, since December 31September 30, 2015, or as set forth in the Disclosure Schedule1997, neither BDC Shelby County, SCSB nor any either of its the Subsidiaries has: (a) experienced Suffered any eventschanges having a material adverse effect on its financial condition, changesresults of operations, developments assets, capital or occurrences which have had, or are reasonably likely to have, a Material Adverse Effect on BDCbusiness; (b) Suffered any material damage, destruction or loss to any of its properties, properties not fully paid fully- covered by insurance proceeds, in excess of $25,000 individually or in the aggregateinsurance; (c) Declared, distributed or paid any dividend or other distribution to its shareholders, except for payment of dividends as permitted by Section 6.03 hereof6.03(a)(iii) hereof and except for 13,800 shares of Shelby County Common Stock issued pursuant to the exercise of the Stock Options; (d) Repurchased, redeemed or otherwise acquired shares of its common capital stock, issued any shares of its common capital stock or stock appreciation rights or sold or agreed to issue or sell (except for 13,800 shares of Shelby County Common Stock issued pursuant to the exercise of the Stock Options) any shares of its common stock, including the issuance of any capital stock options, or any right or option to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize or split up its stock; (e) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit profit-sharing, healthsavings, bonus, insurance deferred compensation, stock or other option plan or agreement; any employee welfare or benefit plan or agreement arrangement; or any other agreement, commitment or understanding, to present or former employees, officers or directors of BDC Shelby County, SCSB or a Subsidiaryeither of the Subsidiaries; (f) Increased the salary salary, compensation or fees of any director, officer or employee, except for normal increases in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement or any other agreement or understanding with any officer or employee or installed any employee welfare, pension, retirement, stock option, stock appreciation, stock dividend, profit sharing or other similar plan or arrangementbenefit plan; (g) Leased, sold or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except for the Merger contemplated by this Agreement, mergedMerged, consolidated or sold shares of its common stockcapital stock of SCSB; except for the Merger, agreed or committed to merge merge, consolidate, combine or consolidate affiliate with or into any third party, ; agreed or committed to sell the substantial assets or any shares of its common capital stock of Shelby County, SCSB or either of the Subsidiaries; or except pursuant to foreclosure actions and mortgages, liens or security interests securing loans, acquired or agreed to acquire any stocksecurities, equity interest, assets or business of any third party; (i) Incurred, assumed or guaranteed any obligation or liability (fixed or contingent) (including borrowings in the ordinary course of business from the Federal Home Loan Bank of Indianapolis not exceeding $22.5 Million) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged or subjected to a lien, security interest, option or other encumbrance any of its assets assets, except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or lienslien: (i) required to be granted in connection with acceptance by JSB SCSB of government deposits; or (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) arising under currently existing credit agreements and financing arrangements listed on otherwise incurred in the BDC Disclosure Schedule; and (iv) that do not materially impair ordinary course of the ownership or use conduct of such assetsits business; (k) Except as set forth in the BDC Disclosure Schedule, canceledCanceled, released or compromised any loan, debt, obligation, claim or receivable other than in the ordinary course of business; (1l) Entered into or made any loan or other transaction, contract or commitment other than in the ordinary course of business; (m) Agreed to enter into any transaction for the borrowing or lending of monies, funds or securities, other than in the ordinary course of its lending business; or (n) Conducted its business in any manner other than substantially as it was being conducted on September 30, 1997.

Interim Events. Except as otherwise permitted hereunder, since December 31, 2015, hereunder or as set forth in disclosed on the First Century Disclosure Schedule, since June 30, 2021, neither BDC First Century nor any of its Subsidiaries has: (a) experienced Experienced any events, changes, developments developments, or occurrences which have had, or are reasonably likely to have, a Material Adverse Effect on BDCFirst Century; (b) Suffered any damage, destruction destruction, or loss to any of its properties, not fully paid by insurance proceeds, in excess of $25,000 individually or 100,000 in the aggregate; (c) Declared, distributed distributed, or paid any dividend or other distribution to its shareholders, except for payment of dividends as permitted by Section 6.03 5.03(ii) hereof; (d) Repurchased, redeemed redeemed, or otherwise acquired shares of its common stock, issued any shares of its common stock or stock appreciation rights or sold or agreed to issue or sell any shares of its common stock, including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize recapitalize, or split its stock; (e) Granted Except as required under applicable law or the terms of an applicable First Century Plan, granted or agreed to grant any material increase in benefits payable or to become payable under any pension, retirement, profit sharing, change in control, health, bonus, insurance insurance, or other welfare benefit plan or agreement to employees, officers officers, or directors of BDC First Century or a Subsidiary; (f) Increased Except as required under applicable law or the terms of an applicable First Century Plan, increased the salary of (or granted any bonus to) any director, officer officer, or employee, except for normal increases in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement agreement, or understanding with any officer or employee or installed or amended any existing employee welfare, pension, retirement, change in control, stock option, stock appreciation, stock dividend, profit sharing sharing, or other similar plan or arrangement; (g) Leased, sold sold, or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except for the Merger and other transactions contemplated by this Agreement, merged, consolidated consolidated, or sold shares of its (or any of its Subsidiaries’) common stock, agreed to merge or consolidate First Century or any of its Subsidiaries with or into any third party, agreed to sell any shares of its (or any of its Subsidiaries’) common stock or acquired or agreed to acquire any stock, equity interest, assets assets, or business of any third party; (i) Incurred, assumed assumed, or guaranteed any material obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged pledged, or subjected to a lien, security interest, option option, or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB First Century Bank of government deposits; or, (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Disclosure ScheduleCanceled, canceledreleased, released or compromised any loan, debt, obligation, claim claim, or receivable other than in the ordinary course of business; (1l) Entered into any transaction, contract contract, or commitment other than in the ordinary course of business; (m) Agreed to enter into any transaction for the borrowing or loaning of monies, other than in the ordinary course of its lending business; (n) Amended their articles/certificate of incorporation, charter, or bylaws or adopted any resolutions by their board of directors or shareholders with respect to the same; or (o) Conducted its business in any manner other than substantially as it was being conducted prior to June 30, 2021.

Interim Events. Except as otherwise permitted hereunder, since December 31June 30, 20152005, or as set forth in the POHF Disclosure Schedule, neither BDC POHF nor any of its Subsidiaries Peoples Savings has: (a) experienced Suffered any eventschanges having an adverse impact on the financial condition, changesresults of operations, developments business, assets or occurrences which have had, capital of POHF on a consolidated basis in excess of $5,000 individually or are reasonably likely to have, a Material Adverse Effect on BDCin the aggregate; (b) Suffered any damage, destruction or loss to any of its properties, not fully paid by insurance proceeds, in excess of $25,000 5,000 individually or in the aggregate; (c) Declared, distributed or paid any dividend or other distribution to its shareholders, except for payment of dividends as permitted by Section 6.03 6.03(a)(iii) hereof; (d) Repurchased, redeemed or otherwise acquired shares of its common stock, issued any shares of its common stock or stock appreciation rights or sold or agreed to issue or sell any shares of its common stock, including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize or split its stock; (e) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, health, bonus, insurance or other welfare benefit plan or agreement to employees, officers or directors of BDC POHF or a SubsidiaryPeoples Savings except pursuant to the express terms thereof and except in the ordinary course of business, provided, however, that POHF shall provide prompt notice to MainSource of any such increase granted or agreed to be granted on the basis that it is in the ordinary course of business; (f) Increased the salary of any director, officer or employee, except for normal increases in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement or understanding with any officer or employee or installed any employee welfare, pension, retirement, stock option, stock appreciation, stock dividend, profit sharing or other similar plan or arrangement; (g) Leased, sold or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except for the Merger Mergers contemplated by this Agreement, merged, consolidated or sold shares of its common stock, agreed to merge or consolidate with or into any third party, agreed to sell any shares of its common stock or acquired or agreed to acquire any stock, equity interest, assets or business of any third party; (i) Incurred, assumed or guaranteed any obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged or subjected to a lien, security interest, option or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB Peoples Savings of government deposits; or (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC POHF Disclosure Schedule, canceled, released or compromised any loan, debt, obligation, claim or receivable other than in the ordinary course of business; (1l) Entered into any transaction, contract or commitment other than in the ordinary course of business; (m) Agreed to enter into any transaction for the borrowing or loaning of monies, other than in the ordinary course of its lending business; or (n) Conducted its business in any manner other than substantially as it was being conducted through June 30, 2005.

Interim Events. Except as otherwise permitted hereunder, since December 31, 2015, hereunder or as set forth in disclosed on the SCB Disclosure Schedule, since September 30, 2013, neither BDC SCB nor any of its Subsidiaries has: (a) experienced any events, changes, developments or occurrences which have had, or are reasonably likely to have, a Material Adverse Effect on BDCSCB; (b) Suffered any damage, destruction or loss to any of its properties, not fully paid by insurance proceeds, in excess of $25,000 100,000 individually or $250,000 in the aggregate; (c) Declared, distributed or paid any dividend or other distribution to its shareholders, except for payment of dividends as permitted by Section 6.03 hereofSection5.03(a)(ii) hereof and except for normal quarterly cash dividends of SCB to its stockholders which shall not be increased in per share amount; (d) Repurchased, redeemed or otherwise acquired shares of its common stock, issued any shares of its common stock or stock appreciation rights or sold or agreed to issue or sell any shares of its common stock, including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize or split its stock; (e) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, change in control, health, bonus, insurance or other welfare benefit plan or agreement to employees, officers or directors of BDC SCB or a Subsidiary; (f) Increased the salary of (or granted any bonus to) any director, officer or employee, except for normal increases in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement or understanding with any officer or employee or installed any employee welfare, pension, retirement, change in control, stock option, stock appreciation, stock dividend, profit sharing or other similar plan or arrangement; (g) Leased, sold or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except for the Merger and other transactions contemplated by this Agreement, merged, consolidated or sold shares of its (or any of its Subsidiaries’) common stock, agreed to merge or consolidate SCB or any of its Subsidiaries with or into any third party, agreed to sell any shares of its (or any of its Subsidiaries’) common stock or acquired or agreed to acquire any stock, equity interest, assets or business of any third party; (i) Incurred, assumed or guaranteed any material obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged or subjected to a lien, security interest, option or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB Summit Bank of government deposits; or (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Disclosure Schedule, canceledCanceled, released or compromised any loan, debt, obligation, claim or receivable other than in the ordinary course of business; (1l) Entered into any transaction, contract or commitment other than in the ordinary course of business; (m) Agreed to enter into any transaction for the borrowing or loaning of monies, other than in the ordinary course of its lending business; or (n) Conducted its business in any manner other than substantially as it was being conducted prior to September 30, 2013.

Interim Events. Except as otherwise permitted hereunderhereunder or disclosed on Section 3.23 of the LPB Disclosure Schedule, since December 31September 30, 2015, or as set forth in the Disclosure Schedule, neither BDC LPB nor any of its Subsidiaries has: (a) experienced Experienced any events, changes, developments or occurrences which have had, or are reasonably likely to have, a Material Adverse Effect on BDCLPB; (b) Suffered any damage, destruction or loss to any of its properties, not fully paid by insurance proceeds, in excess of $25,000 100,000 individually or $250,000 in the aggregate; (c) Declared, distributed or paid any dividend or other distribution to its shareholders, except for payment of dividends as permitted by Section 6.03 5.03(b)(ii) hereof; (d) Repurchased, redeemed or otherwise acquired shares of its common stock, issued any shares of its common stock or stock appreciation rights or sold or agreed to issue or sell any shares of its common stockstock (excluding the exercise of any stock options), including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize or split its stock; (e) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, change in control, health, bonus, insurance or other welfare benefit plan or agreement to employees, officers or directors of BDC LPB or a Subsidiary, except in the ordinary course of business; (f) Increased the salary of (or granted any bonus to) any director, officer or employee, except for normal increases (and bonuses) in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement or understanding with any officer or employee or installed or amended any existing employee welfare, pension, retirement, change in control, stock option, stock appreciation, stock dividend, profit sharing or other similar plan or arrangement; (g) Leased, sold or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except for the Merger and other transactions contemplated by this Agreement, merged, consolidated or sold shares of its (or any of its Subsidiaries’) common stock, agreed to merge or consolidate LPB or any of its Subsidiaries with or into any third party, agreed to sell any shares of its (or any of its Subsidiaries’) common stock or acquired or agreed to acquire any stock, equity interest, assets or business of any third party; (i) Incurred, assumed or guaranteed any material obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged or subjected to a lien, security interest, option or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB LPSB of government deposits; or (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Disclosure Schedule, canceledCanceled, released or compromised any material loan, debt, obligation, claim or receivable other than in the ordinary course of business; (1l) Entered Except for this Agreement, entered into any transaction, contract or commitment other than in the ordinary course of business; (m) Agreed to enter into any transaction for the borrowing or loaning of monies, other than in the ordinary course of its lending business; (n) Amended their articles of incorporation, charter or bylaws (or other similar governance documents) or adopted any resolutions by their board of directors or shareholders with respect to the same; or (o) Conducted its business in any manner other than substantially as it was being conducted prior to September 30, 2015.

Interim Events. Except as otherwise permitted hereunder, since December 31September 30, 2015, or as set forth in the Disclosure Schedule2003, neither BDC Peoples nor any of its Subsidiaries the Bank has: (a) experienced Suffered any eventschanges having an adverse impact on the financial condition, changesresults of operations, developments business, assets or occurrences which have had, capital of Peoples or are reasonably likely to have, a Material Adverse Effect on BDCthe Bank in excess of $5,000 individually or in the aggregate; (b) Suffered any damage, destruction or loss to any of its properties, not fully paid by insurance proceeds, in excess of $25,000 5,000 individually or in the aggregate; (c) Declared, distributed or paid any dividend or other distribution to its shareholders, except for payment of dividends as permitted by Section 6.03 6.03(a)(iii) hereof; (d) Repurchased, redeemed or otherwise acquired shares of its common stock, issued any shares of its common stock or stock appreciation rights or sold or agreed to issue or sell any shares of its common stock, including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize or split its stock; (e) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, health, bonus, insurance or other welfare benefit plan or agreement to employees, officers or directors of BDC Peoples or a Subsidiarythe Bank except pursuant to the express terms thereof; (f) Increased the salary of any director, officer or employee, except for normal increases in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement or understanding with any officer or employee or installed any employee welfare, pension, retirement, stock option, stock appreciation, stock dividend, profit sharing or other similar plan or arrangement; (g) Leased, sold or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except for the Merger contemplated by this Agreement, merged, consolidated or sold shares of its common stock, agreed to merge or consolidate with or into any third party, agreed to sell any shares of its common stock or acquired or agreed to acquire any stock, equity interest, assets or business of any third party; (i) Incurred, assumed or guaranteed any obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged or subjected to a lien, security interest, option or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB Peoples or the Bank of government deposits; or (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Disclosure Schedule, canceled, released or compromised any loan, debt, obligation, claim or receivable other than in the ordinary course of business; (1l) Entered into any transaction, contract or commitment other than in the ordinary course of business; (m) Agreed to enter into any transaction for the borrowing or loaning of monies, other than in the ordinary course of its lending business; or (n) Conducted its business in any manner other than substantially as it was being conducted through September 30, 2003.

Interim Events. Except as otherwise permitted hereunder, since December 31, 2015, hereunder or as set forth in disclosed on the Peoples Disclosure Schedule, since September 30, 2014, neither BDC Peoples nor any of its Subsidiaries has: (a) experienced Experienced any events, changes, developments or occurrences which have had, or are reasonably likely to have, a Material Adverse Effect on BDCPeoples; (b) Suffered any damage, destruction or loss to any of its properties, not fully paid by insurance proceeds, in excess of $25,000 100,000 individually or $250,000 in the aggregate; (c) Declared, distributed or paid any dividend or other distribution to its shareholders, except for payment of dividends as permitted by Section 6.03 hereof5.03(a)(ii) hereof ; (d) Repurchased, redeemed or otherwise acquired shares of its common stock, issued any shares of its common stock or stock appreciation rights or sold or agreed to issue or sell any shares of its common stock, including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize or split its stock; (e) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, change in control, health, bonus, insurance or other welfare benefit plan or agreement to employees, officers or directors of BDC Peoples or a Subsidiary; (f) Increased the salary of (or granted any bonus to) any director, officer or employee, except for normal increases in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement or understanding with any officer or employee or installed or amended any existing employee welfare, pension, retirement, change in control, stock option, stock appreciation, stock dividend, profit sharing or other similar plan or arrangement; (g) Leased, sold or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except for the Merger and other transactions contemplated by this Agreement, merged, consolidated or sold shares of its (or any of its Subsidiaries’) common stock, agreed to merge or consolidate Peoples or any of its Subsidiaries with or into any third party, agreed to sell any shares of its (or any of its Subsidiaries’) common stock or acquired or agreed to acquire any stock, equity interest, assets or business of any third party; (i) Incurred, assumed or guaranteed any material obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged or subjected to a lien, security interest, option or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB Peoples Bank of government deposits; or (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Disclosure Schedule, canceledCanceled, released or compromised any loan, debt, obligation, claim or receivable other than in the ordinary course of business; (1l) Entered into any transaction, contract or commitment other than in the ordinary course of business; (m) Agreed to enter into any transaction for the borrowing or loaning of monies, other than in the ordinary course of its lending business; (n) Amended their articles of incorporation, charter or bylaws or adopted any resolutions by their board of directors or shareholders with respect to the same; or (o) Conducted its business in any manner other than substantially as it was being conducted prior to September 30, 2014.

Interim Events. Except as otherwise permitted hereunder, since December 31, 2015, hereunder or as set forth in on Schedule 6.13 of the Disclosure ScheduleSeller Book of Schedules, neither BDC nor any of its Subsidiaries hassince February 20, 1996, Seller has not: (a) experienced Suffered any eventsmaterial adverse change in its financial condition or prospects, changesthe operation or conduct of its business and relations with customers, developments suppliers, employees or occurrences which have had, or are reasonably likely to have, a Material Adverse Effect on BDCrepresentatives; (b) Suffered any material damage, destruction or loss loss, to any of its respective properties, not fully paid including the Purchased Assets, whether covered by insurance proceedsor not, or failed to maintain such assets in excess of $25,000 individually or in the aggregategood operating condition and repair; (c) Declared, distributed or paid any dividend or other distribution to its shareholders, except for payment of dividends as permitted by Section 6.03 hereof; (d) Repurchased, redeemed or otherwise acquired shares of its common stock, issued any shares of its common stock or stock appreciation rights or sold or agreed to issue or sell any shares of its common stock, including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize or split its stock; (e) Granted or agreed to grant any increase in compensation to its directors, officers or employees or increased the benefits payable or to become payable under under, or established or otherwise made any pensionchanges in, retirement, profit sharing, health, bonus, insurance or other welfare benefit plan or agreement to employees, officers or directors of BDC or a Subsidiaryany Employee Benefit Plan; (fd) Increased the salary of Cancelled or compromised any director, officer debt or employee, except for normal increases claim other than in the ordinary course of business and in accordance consistent with past practices, or entered into any employment contract, indemnity agreement or understanding with any officer or employee or installed any employee welfare, pension, retirement, stock option, stock appreciation, stock dividend, profit sharing or other similar plan or arrangementpractice; (g) Leased, sold or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except for the Merger contemplated by this Agreement, merged, consolidated or sold shares of its common stock, agreed to merge or consolidate with or into any third party, agreed to sell any shares of its common stock or acquired or agreed to acquire any stock, equity interest, assets or business of any third party; (i) Incurred, assumed or guaranteed any obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged or subjected to a lien, security interest, option or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Disclosure Schedule, canceled, released or compromised any loan, debt, obligation, claim or receivable other than in the ordinary course of business; (1e) Entered into any transaction, contract or commitment other than in the ordinary course of businessbusiness and consistent with past practice; (f) Made any material change in any contract listed on Schedule 2.1(f); (g) Incurred any obligation or liability (fixed or contingent) other than accounts payable, payroll liabilities, tax obligations and other similar current obligations and liabilities, in each case incurred in the ordinary course of business and consistent with past practice; (h) Conducted its business in any manner other than substantially as it was being conducted; (i) Leased, sold or otherwise disposed of any of its assets, or leased, purchased or otherwise acquired from third parties any assets, except in each case in the ordinary course of business and consistent with past practice; (j) Merged, consolidated or agreed to merge or consolidate with or into any other entity, or acquired or agreed to acquire any stock, equity interest or business of any other entity; (k) Entered into any transaction for the borrowing or loaning of monies, other than in the ordinary course of business and consistent with past practice; (l) Made any change in the accounting methods or accounting practices followed by Seller which are outside the ordinary course of business or inconsistent with past practice; (m) Paid any dividends or made any other distributions to its members; (n) Made any amendment to its certificate of limited liability company or bylaws; or (o) Entered into any agreement, whether in writing or otherwise, to take any of the actions described in the foregoing items (a) through (p).

Interim Events. Except as set forth on Section 3.19 of the Disclosure Schedule or as otherwise permitted hereunderidentified in this Agreement, since December 31, 2015, or as set forth in the Disclosure Schedule2011, neither BDC Western Reserve nor any of its Subsidiaries has: (a) experienced Experienced any events, changes, developments or occurrences which have had, or are reasonably likely to have, a Material Adverse Effect on BDCWestern Reserve; (b) Suffered any damage, destruction or loss to any of its properties, not fully paid by insurance proceeds, in excess of $25,000 100,000 individually or $300,000 in the aggregate; (c) Declared, distributed or paid any dividend or other distribution to its common stock shareholders, except for payment of dividends as permitted by Section 6.03 5.3(b) hereof; (d) Repurchased, redeemed or otherwise acquired shares of its common stock, issued any shares of its common stock or stock appreciation rights or sold or agreed to issue or sell any shares of its common stock, including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize or split its stock; (e) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, health, bonus, insurance or other welfare benefit plan or agreement to employees, officers or directors of BDC Western Reserve or a Subsidiary; (f) Increased the salary of (or granted any bonus to) any director, officer or employee, except for normal increases in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement or understanding with any officer or employee or installed any employee welfare, pension, retirement, stock option, stock appreciation, stock dividend, profit sharing or other similar plan or arrangementemployee; (g) Leased, sold or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except for the Merger contemplated by this Agreement, merged, consolidated or sold shares of its common stock, agreed to merge or consolidate with or into any third party, agreed to sell any shares of its common stock or acquired Acquired or agreed to acquire any stock, equity interest, assets or business of any third party; (i) Incurred, assumed or guaranteed any material obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged or subjected to a lien, security interest, option or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB Western Reserve Bank of government deposits; or (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Disclosure Schedule, canceledCanceled, released or compromised any loan, debt, obligation, claim or receivable other than in the ordinary course of business; (1l) Entered into any transaction, contract or commitment other than in the ordinary course of business; (m) Agreed to enter into any transaction for the borrowing or loaning of monies, other than in the ordinary course of its lending business; or (n) Conducted its business in any manner other than substantially as it was being conducted as of December 31, 2011.

Interim Events. Except as otherwise permitted hereunderhereunder or contemplated hereby, since December 31September 30, 2015, 2016 or as set forth in the FCB Disclosure Schedule, neither BDC FCB nor any of its Subsidiaries has: (a) experienced any events, changes, developments or occurrences which have had, or are reasonably likely to have, a Material Adverse Effect on BDCFCB; (b) Suffered suffered any damage, destruction or loss to any of its properties, not fully paid by insurance proceeds, in excess of $25,000 100,000 individually or in the aggregate; (c) Declareddeclared, distributed or paid any dividend or other distribution to its shareholders, except for payment of dividends as permitted by Section 6.03 5.03(c)(iii) hereof; (d) Repurchasedrepurchased, redeemed or otherwise acquired shares of its common stock, issued any shares of its common stock or stock appreciation rights or sold or agreed to issue or sell any shares of its common stock, including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize or split its stock; (e) Granted granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, health, bonus, insurance or other welfare benefit plan or agreement to employees, officers or directors of BDC FCB or a Subsidiary; (f) Increased increased the salary of any director, officer or employee, except for normal increases in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement or understanding with any officer or employee or installed any employee welfare, pension, retirement, stock option, stock appreciation, stock dividend, profit sharing or other similar plan or arrangement; (g) Leasedleased, sold or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except except for the Merger contemplated by this Agreement, merged, consolidated or sold shares of its common stock, agreed to merge or consolidate with or into any third party, agreed to sell any shares of its common stock or acquired or agreed to acquire any stock, equity interest, assets or business of any third party; (i) Incurredincurred, assumed or guaranteed any obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgagedmortgaged, pledged or subjected to a lien, security interest, option or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB First Capital of government deposits; or (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Disclosure Schedule, canceled, released or compromised any loan, debt, obligation, claim or receivable other than in the ordinary course of business; (1l) Entered entered into any transaction, contract or commitment other than in the ordinary course of business; (m) agreed to enter into any transaction for the borrowing or loaning of monies, other than in the ordinary course of its lending business; or (n) conducted its business in any manner other than substantially as it was being conducted as of September 30, 2016, except for any conduct or actions taken related to the Merger or this Agreement.

Interim Events. Except as otherwise permitted hereunder, since December 31, 20152009, or as set forth in the Disclosure Schedule, neither BDC LxXxxxxxxx Corporation nor any of its Subsidiaries LxXxxxxxxx Bank has: (a) experienced Suffered any events, changes, developments or occurrences which have had, or are reasonably likely to have, changes having a Material Adverse Effect on BDCEffect; (b) Suffered any damage, destruction or loss to any of its properties, not fully paid by insurance proceeds, in excess of $25,000 10,000 individually or in the aggregate; (c) Declared, distributed or paid any dividend or other distribution to its shareholders, except for payment of dividends as permitted by Section 6.03 hereof; (d) Repurchased, redeemed or otherwise acquired shares of its common stock, issued any shares of its common capital stock or stock appreciation rights or sold or agreed to issue or sell any shares of its common stock, including the issuance of any capital stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize or split its capital stock; (e) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, health, bonus, insurance or other welfare benefit plan or agreement to employees, officers or directors of BDC LxXxxxxxxx Corporation or a SubsidiaryLxXxxxxxxx Bank except pursuant to the express terms thereof or otherwise in the ordinary course of business; (f) Increased the salary of any director, officer or employee, except for normal increases in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement or understanding with any officer or employee or installed any employee welfare, pension, retirement, stock option, stock appreciation, stock dividend, profit sharing or other similar plan or arrangement; (g) Leased, sold or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except for the Merger Share Exchange and any other transactions contemplated by this Agreement, merged, consolidated or sold shares of its common stock, agreed to merge or consolidate with or into any third party, agreed to sell any shares of its common stock or acquired or agreed to acquire any stock, equity interest, assets or business of any third party; (i) Incurred, assumed or guaranteed any obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged or subjected to a lien, security interest, option or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB LxXxxxxxxx Bank of government deposits; or (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Disclosure Schedule, canceledCanceled, released or compromised any loan, debt, obligation, claim or receivable other than in the ordinary course of business; (1l) Entered into any transaction, contract or commitment other than in the ordinary course of business; (m) Agreed to enter into any transaction for the borrowing or loaning of monies, other than in the ordinary course of its lending business; or (n) Conducted its business in any manner other than substantially as it was being conducted through December 31, 2009.

Interim Events. Except as otherwise permitted hereunderhereunder or disclosed in Schedule 3.23 of the SBI Disclosure Schedule, since December 31, 2015, or as set forth in the Disclosure Schedule2017, neither BDC SBI nor any of its Subsidiaries has: (a) experienced Experienced any events, changes, developments or occurrences which have had, or are reasonably likely to have, a Material Adverse Effect on BDCSBI; (b) Suffered any damage, destruction destruction, or loss to any of its properties, not fully paid by insurance proceeds, in excess of $25,000 100,000 individually or $250,000 in the aggregate; (c) Declared, distributed or paid any dividend or other distribution to its shareholders, except for payment of dividends as permitted by Section 6.03 hereof; (d) Repurchased, redeemed redeemed, or otherwise acquired shares of its common stock, issued any shares of its common stock or stock appreciation rights rights, or sold or agreed to issue or sell any shares of its common stock, including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize recapitalize, or split its stock; (e) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, change in control, health, bonus, insurance insurance, or other welfare benefit plan or agreement to employees, officers officers, or directors of BDC SBI or a Subsidiary; (f) Increased the salary of (or granted any bonus to) any director, officer officer, or employee, except for normal increases of less than 5% in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement agreement, or understanding with any officer or employee or installed or amended any existing employee welfare, pension, retirement, change in control, stock option, stock appreciation, stock dividend, profit sharing sharing, or other similar plan or arrangement; (g) Leased, sold sold, or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased purchased, or otherwise acquired from third parties any assets except in the ordinary course of business; (h) Except for the Merger and other transactions contemplated by this Agreement, merged, consolidated consolidated, or sold shares of its (or any of its Subsidiaries’) common stock, agreed to merge or consolidate SBI or any of its Subsidiaries with or into any third party, agreed to sell any shares of its (or any of its Subsidiaries’) common stock stock, or acquired or agreed to acquire any stock, equity interest, assets assets, or business of any third party; (i) Incurred, assumed assumed, or guaranteed any material obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business; (j) Mortgaged, pledged or subjected to a lien, security interest, option option, or other encumbrance any of its assets except for tax and other liens which arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with acceptance by JSB SBTC of government deposits; or (ii) granted in connection with repurchase or reverse repurchase agreements; (iii) arising under currently existing credit agreements and financing arrangements listed on the BDC Disclosure Schedule; and (iv) that do not materially impair the ownership or use of such assets; (k) Except as set forth in the BDC Disclosure ScheduleCanceled, canceledreleased, released or compromised any loan, debt, obligation, claim claim, or receivable other than in the ordinary course of business; (1l) Entered into any transaction, contract contract, or commitment other than in the ordinary course of business; (m) Agreed to enter into any transaction for the borrowing or loaning of monies, other than in the ordinary course of its lending business; (n) Amended their articles of incorporation, charter, or bylaws or adopted any resolutions by their board of directors or shareholders with respect to the same; or (o) Conducted its business in any manner other than substantially as it was being conducted prior to December 31, 2017.