Common use of Taxes, Returns and Reports Clause in Contracts

Taxes, Returns and Reports. Except as set forth in the BDC Disclosure Schedule, each of BDC and its Subsidiaries has since January 1, 2009 (a) duly and timely filed all federal, state, local and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments and other governmental charges due or claimed to be due upon it or any of its income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC has established, and shall establish in the Subsequent BDC Financial Statements (as hereinafter defined), in accordance with GAAP, a reserve for taxes in the BDC Financial Statements adequate to cover all of BDC’s and its Subsidiaries tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither BDC nor any of its Subsidiaries has, nor will any of them have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of BDC or its Subsidiaries. To the knowledge of BDC, neither BDC nor any of its Subsidiaries is currently under audit by any state or federal taxing authority. No federal, state or local tax returns of BDC or any of its Subsidiaries have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. Except as set forth in the BDC ONB Disclosure Schedule, each of BDC ONB and its Subsidiaries has since January 1, 2009 (a2007(a) duly and timely filed all federal, state, local and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments and other governmental charges due or claimed to be due upon it or any of its income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC ONB has established, and shall establish in the Subsequent BDC ONB Financial Statements (as hereinafter defined), in accordance with GAAP, a reserve for taxes in the BDC ONB Financial Statements adequate to cover all of BDCONB’s and its Subsidiaries tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither BDC ONB nor any of its Subsidiaries has, nor will any of them have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC ONB Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of BDC ONB or its Subsidiaries, except as set forth on the ONB Disclosure Schedule. To Except as set forth on the ONB Disclosure Schedule, to the knowledge of BDCONB, neither BDC ONB nor any of its Subsidiaries is currently under audit by any state or federal taxing authority. No Except as set forth on the ONB Disclosure Schedule, no federal, state or local tax returns of BDC ONB or any of its Subsidiaries have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. Except as set forth in the BDC Monroe Disclosure Schedule, each of BDC Monroe and its Subsidiaries has since January 1, 2009 2006 (a) duly and timely filed all federal, state, local and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments and other governmental charges due or claimed to be due upon it or any of its income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC Monroe has established, and shall establish in the Subsequent BDC Monroe Financial Statements (as hereinafter defined), in accordance with GAAP, a reserve for taxes in the BDC Monroe Financial Statements adequate to cover all of BDCMonroe’s and its Subsidiaries tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither BDC Monroe nor any of its Subsidiaries has, nor will any of them have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC Monroe Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of BDC Monroe or its Subsidiaries. To the knowledge of BDCMonroe, neither BDC Monroe nor any of its Subsidiaries is currently under audit by any state or federal taxing authority. No federal, state or local tax returns of BDC Monroe or any of its Subsidiaries have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. Except as set forth in the BDC IALB Disclosure ScheduleLetter, each of BDC IALB and its the Subsidiaries has since January 1, 2009 have (a) duly and timely filed all federal, state, local and foreign tax returns of every type and kind required to be filedfiled by them as of the date hereof, and each such return is true, complete and accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with GAAP for all material taxes, assessments and other governmental charges due and payable or claimed to be due and payable upon it them or any of its their income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC has establishedExcept for taxes not yet due and payable, and shall establish in the Subsequent BDC Financial Statements (as hereinafter defined), in accordance with GAAP, a reserve for taxes in on the BDC Financial Statements Information is adequate to cover all of BDCIALB’s and its Subsidiaries the Subsidiaries’ tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then endingthat may become payable in future years with respect to any transactions consummated prior to December 31, 2016. Neither BDC IALB nor any of its Subsidiaries has, nor the Bank has or will any of them have, any liability for material taxes of any nature for or with respect to the operation of its their business, including the assets of any Subsidiary, from the date hereof December 31, 2016, up to and including the Effective TimeDate, except to the extent reflected on their Financial Information or on financial statements of IALB or the Subsidiaries subsequent to such date and as set forth in the Subsequent BDC Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of BDC or its SubsidiariesIALB Disclosure Letter. To the knowledge of BDC, neither BDC Neither IALB nor any of its Subsidiaries Subsidiary has received written notice that it is currently under audit by any state or federal taxing authority. No Except as set forth in the IALB Disclosure Letter, none of the federal, state state, or local tax returns of BDC IALB or any of its Subsidiaries Subsidiary have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. Except as set forth in the BDC Disclosure Schedule, each Each of BDC WBKC and its Subsidiaries has has, since January 1, 2009 2010, (a) duly and timely filed or extended (before its due date) all material federal, state, local local, and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate accurate, and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments assessments, and other governmental charges due or claimed to be due upon it or any of its income, properties properties, or assets, unless being contested in good faith; and (c) not requested an extension of time for any such payments (which extension is still in force), other than as permitted under (a), above. BDC WBKC has established, and shall establish in the Subsequent BDC WBKC Financial Statements (as hereinafter defineddefined in Section 5.11), in accordance with GAAP, a reserve for taxes in the BDC WBKC Financial Statements adequate to cover all of BDCWBKC’s and its Subsidiaries Subsidiaries’ tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither BDC WBKC nor any of its Subsidiaries has, nor will any of them have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC WBKC Financial Statements (as hereinafter defineddefined in Section 5.11) or as accrued or reserved for on the books and records of BDC WBKC or its Subsidiaries. To Except as set forth in Section 3.18 of the knowledge of BDCWBKC Disclosure Schedule, neither BDC WBKC nor any of its Subsidiaries is currently under audit by any state or federal taxing authority. No Except as set forth in Section 3.18 of the WBKC Disclosure Schedule, no federal, state state, or local tax returns of BDC WBKC or any of its Subsidiaries have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. Except as set forth in the BDC ONB Disclosure Schedule, each of BDC ONB and its Subsidiaries has since January 1, 2009 (a) duly and timely filed all federal, state, local and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments and other governmental charges due or claimed to be due upon it or any of its income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC ONB has established, and shall establish in the Subsequent BDC ONB Financial Statements (as hereinafter defined), in accordance with GAAP, a reserve for taxes in the BDC ONB Financial Statements adequate to cover all of BDCONB’s and its Subsidiaries tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither BDC ONB nor any of its Subsidiaries has, nor will any of them have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC ONB Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of BDC ONB or its Subsidiaries, except as set forth on the ONB Disclosure Schedule. To Except as set forth on the ONB Disclosure Schedule, to the knowledge of BDCONB, neither BDC ONB nor any of its Subsidiaries is currently under audit by any state or federal taxing authority. No Except as set forth on the ONB Disclosure Schedule, no federal, state or local tax returns of BDC ONB or any of its Subsidiaries have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. Except as set forth in the BDC ONB Disclosure Schedule, each of BDC ONB and its Subsidiaries has since January 1, 2009 2006 (a) duly and timely filed all federal, state, local and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments and other governmental charges due or claimed to be due upon it or any of its income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC ONB has established, and shall establish in the Subsequent BDC ONB Financial Statements (as hereinafter defined), in accordance with GAAP, a reserve for taxes in the BDC ONB Financial Statements adequate to cover all of BDCONB’s and its Subsidiaries tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither BDC ONB nor any of its Subsidiaries has, nor will any of them have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC ONB Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of BDC ONB or its Subsidiaries, except as set forth on the ONB Disclosure Schedule. To Except as set forth on the ONB Disclosure Schedule, to the knowledge of BDCONB, neither BDC ONB nor any of its Subsidiaries is currently under audit by any state or federal taxing authority. No Except as set forth on the ONB Disclosure Schedule, no federal, state or local tax returns of BDC ONB or any of its Subsidiaries have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. Except as set forth in the BDC Disclosure Schedule, each Each of BDC LPB and its Subsidiaries has since January 1, 2009 2012 (a) duly and timely filed or extended (before its due date) all material federal, state, local and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments and other governmental charges due or claimed to be due upon it or any of its income, properties or assets, unless being contested in good faith; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC LPB has established, and shall establish in the Subsequent BDC LPB Financial Statements (as hereinafter defineddefined in Section 5.11), in accordance with GAAP, a reserve for taxes in the BDC LPB Financial Statements adequate to cover all of BDCLPB’s and its Subsidiaries tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither BDC LPB nor any of its Subsidiaries has, to LPB’s knowledge, nor will any of them have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC LPB Financial Statements (as hereinafter defineddefined in Section 5.11) or as accrued or reserved for on the books and records of BDC LPB or its Subsidiaries. To Except as set forth in Section 3.18 of the knowledge of BDCLPB Disclosure Schedule, neither BDC LPB nor any of its Subsidiaries is currently under audit by any state or federal taxing authority. No Except as set forth in Section 3.18 of the LPB Disclosure Schedule, no federal, state or local tax returns of BDC LPB or any of its Subsidiaries have been audited by any taxing authority during the past five (5) yearssince January 1, 2011.

Taxes, Returns and Reports. Except as set forth in the BDC Disclosure Schedule, each Each of BDC ICB and its Subsidiaries has since January 1, 2009 2007 (a) duly and timely filed all federal, state, local and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments and other governmental charges due or claimed to be due upon it or any of its income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC ICB has established, and shall establish in the Subsequent BDC ICB Financial Statements (as hereinafter defined), in accordance with GAAP, a reserve for taxes in the BDC ICB Financial Statements adequate to cover all of BDCICB’s and its Subsidiaries tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither BDC ICB nor any of its Subsidiaries has, nor will any of them have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC ICB Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of BDC ICB or its Subsidiaries. To Except as set forth in the ICB Disclosure Schedule, to the knowledge of BDCICB, neither BDC ICB nor any of its Subsidiaries is currently under audit by any state or federal taxing authority. No , and no federal, state or local tax returns of BDC ICB or any of its Subsidiaries have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. Except as set forth in the BDC Disclosure Schedule, each Each of BDC TFC and its Subsidiaries has since January 1, 2009 (a2008(a) duly and timely filed all federal, state, local and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments and other governmental charges due or claimed to be due upon it or any of its income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC TFC has established, and shall establish in the Subsequent BDC TFC Financial Statements (as hereinafter defined), in accordance with GAAP, a reserve for taxes in the BDC TFC Financial Statements adequate to cover all of BDCTFC’s and its Subsidiaries tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither BDC TFC nor any of its Subsidiaries has, nor will any of them have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC TFC Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of BDC TFC or its Subsidiaries. To the knowledge of BDCTFC, neither BDC TFC nor any of its Subsidiaries is currently under audit by any state or federal taxing authority. No Other than local property tax audits, no federal, state or local tax returns of BDC TFC or any of its Subsidiaries have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. Except as set forth in the BDC ONB Disclosure Schedule, each of BDC ONB and its Subsidiaries has since January 1, 2009 2008 (a) duly and timely filed all federal, state, local and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments and other governmental charges due or claimed to be due upon it or any of its income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC ONB has established, and shall establish in the Subsequent BDC ONB Financial Statements (as hereinafter defined), in accordance with GAAP, a reserve for taxes in the BDC ONB Financial Statements adequate to cover all of BDCONB’s and its Subsidiaries tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither BDC ONB nor any of its Subsidiaries has, nor will any of them have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC ONB Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of BDC ONB or its Subsidiaries, except as set forth on the ONB Disclosure Schedule. To Except as set forth on the ONB Disclosure Schedule, to the knowledge of BDCONB, neither BDC ONB nor any of its Subsidiaries is currently under audit by any state or federal taxing authority. No Except as set forth on the ONB Disclosure Schedule, no federal, state or local tax returns of BDC ONB or any of its Subsidiaries have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. Except as set forth in the BDC Disclosure Schedule, each Each of BDC LSB and its Subsidiaries has since January 1, 2009 (a) duly and timely filed all federal, state, local and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments and other governmental charges due or claimed to be due upon it or any of its income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC LSB has established, and shall establish in the Subsequent BDC LSB Financial Statements (as hereinafter defined), in accordance with GAAP, a reserve for taxes in the BDC LSB Financial Statements adequate to cover all of BDCLSB’s and its Subsidiaries tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither BDC LSB nor any of its Subsidiaries has, nor will any of them have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC LSB Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of BDC LSB or its Subsidiaries. To Except as set forth in the LSB Disclosure Schedule, to the knowledge of BDCLSB, neither BDC LSB nor any of its Subsidiaries is currently under audit by any state or federal taxing authority. No , and no federal, state or local tax returns of BDC LSB or any of its Subsidiaries have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. Except as set forth in the BDC MainSource Disclosure Schedule, each of BDC MainSource and its Subsidiaries has since January 1, 2009 2012 (a) duly and timely filed all material federal, state, local and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments and other governmental charges due or claimed to be due upon it or any of its income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC MainSource has established, and shall establish in the Subsequent BDC MainSource Financial Statements (as hereinafter defined), in accordance with GAAP, a reserve for taxes in the BDC MainSource Financial Statements adequate to cover all of BDCMainSource’s and its Subsidiaries tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither BDC MainSource nor any of its Subsidiaries has, nor will any of them have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC MainSource Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of BDC MainSource or its Subsidiaries, except as set forth on the MainSource Disclosure Schedule. To Except as set forth on the MainSource Disclosure Schedule, to the knowledge of BDCMainSource, neither BDC MainSource nor any of its Subsidiaries is currently under audit by any state or federal taxing authority. No Except as set forth on the MainSource Disclosure Schedule, no federal, state or local tax returns of BDC MainSource or any of its Subsidiaries have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. Except as set forth in the BDC Disclosure Schedule, each (a) Each of BDC HBI and its Subsidiaries has since January 1, 2009 2015 (a) duly and timely filed (taking into account any extension of time within which to file) all material federal, state, local local, and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate accurate, and complete in all material respectscomplete; (b) paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments assessments, and other governmental charges due or claimed to be due upon it or any of its income, properties properties, or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC HBI has establishedestablished as set forth in the HBI Financial Statements, and shall establish and set forth in the Subsequent BDC HBI Financial Statements (as hereinafter defined)Statements, in accordance with GAAP, a reserve for taxes in the BDC Financial Statements adequate to cover all of BDCHBI’s and its Subsidiaries Subsidiaries’ tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then endingperiod covered by such HBI Financial Statements. Neither BDC HBI nor any of its Subsidiaries has, nor will any of them have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC HBI Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of BDC HBI or its Subsidiaries. To the knowledge of BDC, neither BDC Neither HBI nor any of its Subsidiaries is currently under audit by any state or federal taxing authority. No federal, state state, or local tax returns of BDC HBI or any of its Subsidiaries have been audited by any taxing authority during the past five (5) years. Neither HBI nor any of its Subsidiaries has waived any statute of limitations in respect of taxes or agreed to any extension of time with respect to a tax assessment or deficiency. Except as set forth in the HBI Disclosure Schedule, neither HBI nor any of its subsidiaries is a party to or bound by any tax allocation or sharing agreement. (b) Neither HBI nor any of its Subsidiaries is a party to any agreement, contract, arrangement, or plan that has resulted in or could reasonably be expected to result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Code Section 280G, or in the payment of compensation for which a deduction would be disallowed by reason of Code Section 162(m).

Taxes, Returns and Reports. Except as set forth in Schedule 2.15 of the BDC Disclosure ScheduleSchedules, each of BDC and its Subsidiaries UBC has since January 1, 2009 its incorporation: (a) duly and timely filed all federal, state, local and foreign tax returns of every type and kind required to be filedfiled before the date of this Agreement, and will duly file all such returns required to be filed before the Effective Time, and each such return is true, accurate and complete in all material respects; (b) duly filed all reports and returns required by the State of Kentucky before the date of this Agreement, and will duly file all such returns required to be filed before the Effective Time, in connection with the tax on foreign savings and loan associations, if any, and each such report and return is true, accurate and complete in all respects; (c) paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments and other governmental charges due shown or claimed required to be due upon it shown on each such report or any of its income, properties or assetsreturn; and (cd) not requested an extension of time for any such payments (which extension is still in force). BDC UBC has established, and shall establish in the Subsequent BDC UBC Financial Statements (as hereinafter defined), in accordance with GAAPGAAP consistently applied, a reserve for taxes in the BDC UBC Financial Statements adequate to cover all of BDC’s and its Subsidiaries UBC's tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the tax periods then ending. Neither BDC Unified nor any of its Subsidiaries has, nor will any of them have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of BDC or its Subsidiaries. To the knowledge of BDC, neither BDC nor any of its Subsidiaries UBC is currently under audit by any state or federal taxing authority. Each party shall be responsible for filing Forms W-2 with respect to the 2003 tax year in accordance with the "Standard Procedure" described in Rev. Proc. 96-60, 1996-2 C.B. 399. The responsibility for all other informational tax returns shall be allocated similarly. No federal, state or local tax returns of BDC Unified or any of its Subsidiaries UBC have been audited by any taxing authority during the past five (5) years. The parties hereby acknowledge and agree that as to any return for any taxable period for which Unified would be responsible to pay any deficiency in tax under any provision in this Agreement, Unified shall similarly be entitled to receive any refund in respect of such return.

Taxes, Returns and Reports. (a) Except as set forth in the BDC OFSI Disclosure ScheduleLetter, each of BDC OFSI and its Subsidiaries has since January 1, 2009 the Bank have (ai) duly and timely filed all federal, state, local and foreign tax returns of every type and kind required to be filedfiled by them as of the date hereof, and each such return is true, complete and accurate and complete in all material respects; (bii) paid or otherwise adequately reserved in accordance with GAAP for all material taxes, assessments and other governmental charges due and payable or claimed to be due and payable upon it them or any of its their income, properties or assets; and (ciii) not requested an extension of time for any such payments (which extension is still in force). BDC has established. (b) Except for taxes not yet due and payable, and shall establish in the Subsequent BDC Financial Statements (as hereinafter defined), in accordance with GAAP, a reserve for taxes in on the BDC Financial Statements Information is adequate to cover all of BDCOFSI’s and its Subsidiaries the Bank’s tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then endingthat may become payable in future years with respect to any transactions consummated prior to December 31, 2019. Neither BDC OFSI nor any of its Subsidiaries has, nor the Bank has or will any of them have, any liability for material taxes of any nature for or with respect to the operation of its businesstheir business from December 31, from the date hereof 2019, up to and including the Effective TimeDate, except to the extent reflected on their Financial Information or on financial statements of OFSI or the Bank subsequent to such date and as set forth in the Subsequent BDC Financial Statements (as hereinafter defined) or as accrued or reserved for on OFSI Disclosure Letter. Neither OFSI nor the books and records of BDC or its Subsidiaries. To the knowledge of BDC, neither BDC nor any of its Subsidiaries Bank has received written notice that it is currently under audit by any state or federal taxing authority. No Except as set forth in the OFSI Disclosure Letter, none of the federal, state state, or local tax returns of BDC OFSI or any of its Subsidiaries the Bank have been audited by any taxing authority during the past five (5) years. (c) OFSI (and any predecessor to OFSI) has been a validly electing S corporation within the meaning of Code Sections 1361 and 1362 at all times since January 1, 2015 and OFSI will be an S corporation up to and including the Effective Date. (d) The Bank is OFSI’s only subsidiary entity and the Bank has been a “qualified subchapter S subsidiary” within the meaning of Code Section 1361(b)(3)(B) at all times since January 1, 2015 and the Bank will be a qualified subchapter S subsidiary up to and including the Effective Date. (e) OFSI has no potential liability for any Tax under Code Section 1374. Neither OFSI nor the Bank have, in the past 5 years (i) acquired any assets from another corporation in a transaction in which OFSI’s tax basis for the acquired assets was determined, in whole or in part, by reference to the tax basis of the acquired assets in the hands of the transferor or (ii) acquired the stock of any corporation that is a qualified subchapter S subsidiary. (f) F&M and OFSI agree that the Merger Consideration and liabilities of OFSI and the Bank will be allocated to the assets of OFSI and the Bank for all purposes (including tax and financial accounting) in a manner consistent with Code Section 1060 and the regulations thereunder.

Taxes, Returns and Reports. Except as set forth in the BDC Disclosure Schedule, each Each of BDC First Century and its Subsidiaries has since January 1, 2009 2015 (a) duly and timely filed (taking into account any extension of time within which to file) all material federal, state, local local, and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate accurate, and complete in all material respectscomplete; (b) paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments assessments, and other governmental charges due or claimed to be due upon it or any of its income, properties properties, or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC First Century has establishedestablished as set forth in the First Century Financial Statements, and shall establish and set forth in the Subsequent BDC First Century Financial Statements (as hereinafter defined)Statements, in accordance with GAAP, a reserve for taxes in the BDC Financial Statements adequate to cover all of BDCFirst Century’s and its Subsidiaries Subsidiaries’ tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then endingperiod covered by such First Century Financial Statements. Neither BDC First Century nor any of its Subsidiaries has, nor will any of them have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC First Century Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of BDC First Century or its Subsidiaries. To the knowledge of BDCFirst Century, neither BDC First Century nor any of its Subsidiaries is currently under audit by any state or federal taxing authority. No , and no federal, state state, or local tax returns of BDC First Century or any of its Subsidiaries have been audited by any taxing authority during the past five (5) years. Neither First Century nor any of its Subsidiaries has waived any statute of limitations in respect of taxes or agreed to any extension of time with respect to a tax assessment or deficiency. Except as set forth in the First Century Disclosure Schedule, neither First Century nor any of its subsidiaries is a party to or bound by any tax allocation or sharing agreement.

Taxes, Returns and Reports. Except as set forth in the BDC Disclosure Schedule, each Each of BDC First Personal and its Subsidiaries has since January 1, 2009 2011 (a) duly and timely filed all federal, state, local local, and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate accurate, and complete in all material respectscomplete; (b) paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments assessments, and other governmental charges due or claimed to be due upon it or any of its income, properties properties, or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC First Personal has established, and shall establish in the Subsequent BDC First Personal AGREEMENT AND PLAN OF MERGER PAGE 20 Financial Statements (as hereinafter defineddefined in Section 5.11), in accordance with GAAP, a reserve for taxes in the BDC First Personal Financial Statements adequate to cover all of BDCFirst Personal’s and its Subsidiaries Subsidiaries’ tax liabilities (including, without limitation, income taxes, payroll taxes taxes, and withholding, and franchise fees) for the periods then ending. Neither BDC First Personal nor any of its Subsidiaries has, nor will any of them have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC First Personal Financial Statements (as hereinafter defineddefined in Section 3.08(a)) or as accrued or reserved for on the books and records of BDC First Personal or its Subsidiaries. To Except as set forth in Section 3.18 of the knowledge of BDCFirst Personal Disclosure Schedule, neither BDC First Personal nor any of its Subsidiaries is currently under audit by any state or federal taxing authority. No Except as set forth in Section 3.18 of the First Personal Disclosure Schedule, no federal, state state, or local tax returns of BDC First Personal or any of its Subsidiaries have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. Except as set forth in the BDC Disclosure Schedule, each Each of BDC First Internet and its Subsidiaries has since January 1, 2009 2015 (a) duly and timely filed (taking into account any extension of time within which to file) all material federal, state, local local, and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate accurate, and complete in all material respectscomplete; (b) paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments assessments, and other governmental charges due or claimed to be due upon it or any of its income, properties properties, or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC First Internet has established, and shall establish established as set forth in the Subsequent BDC First Internet Financial Statements (as hereinafter defined)Statements, in accordance with GAAP, a reserve for taxes in the BDC Financial Statements adequate to cover all of BDCFirst Internet’s and its Subsidiaries Subsidiaries’ tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then endingperiod covered by such First Internet Financial Statements. Neither BDC First Internet nor any of its Subsidiaries has, nor will any of them have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of BDC First Internet or its Subsidiaries. To the knowledge of BDCFirst Internet, neither BDC First Internet nor any of its Subsidiaries is currently under audit by any state or federal taxing authority. No , and no federal, state state, or local tax returns of BDC First Internet or any of its Subsidiaries have been audited by any taxing authority during the past five (5) years. Neither First Internet nor any of its Subsidiaries has waived any statute of limitations in respect of taxes or agreed to any extension of time with respect to a tax assessment or deficiency. Except as set forth in the First Internet Disclosure Schedule, neither First Internet nor any of its subsidiaries is a party to or bound by any tax allocation or sharing agreement.

Taxes, Returns and Reports. Except as set forth in the BDC Peoples Disclosure Schedule, each of BDC Peoples and its Subsidiaries has since January 1, 2009 (a) duly and timely filed all federal, state, and local and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments and other governmental charges due or claimed to be due upon it or any of its income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC Peoples has established, and shall establish in the Subsequent BDC Peoples Financial Statements (as hereinafter defined), in accordance with GAAP, a reserve for taxes in the BDC Peoples Financial Statements adequate to cover all of BDC’s Peoples and its Subsidiaries tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither BDC Peoples nor any of its Subsidiaries has, nor will any of them have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC Peoples Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of BDC Peoples or its Subsidiaries. To the knowledge of BDCPeoples, neither BDC Peoples nor any of its Subsidiaries is currently under audit by any state or federal taxing authority. No federal, state or local tax returns of BDC Peoples or any of its Subsidiaries have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. Except as set forth in the BDC Disclosure Schedule, Heritage and each of BDC and its Subsidiaries Subsidiary has since January 1, 2009 1995: (a) duly and timely filed all federal, state, local and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with GAAP generally accepted accounting principles for all taxes, assessments and other governmental charges due or claimed to be due upon it Heritage or any Subsidiary or any of its their income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC Heritage has established, and shall establish in the Subsequent BDC Heritage Financial Statements (as hereinafter defined)Statements, in accordance with GAAPgenerally accepted accounting principles, a reserve for taxes in the BDC Heritage Financial Statements adequate to cover all of BDC’s Heritage's and its Subsidiaries the Subsidiaries' tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither BDC Heritage nor any of its Subsidiaries Subsidiary has, nor will any of them have, any liability for material taxes of any nature for or with respect to the operation of its businesstheir respective businesses, including the business of any subsidiary, or ownership of their assets, including the assets of any subsidiary, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC Heritage Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of BDC or its SubsidiariesHeritage. To the knowledge of BDC, neither BDC Neither Heritage nor any of its Subsidiaries Subsidiary is currently under audit by any state or federal taxing authority. No federal, state or local tax returns of BDC or any of its Subsidiaries Heritage have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. Except as set forth in the BDC LBI Disclosure ScheduleLetter, each of BDC LBI and its Subsidiaries has since January 1, 2009 the Bank have (a) duly and timely filed all federal, state, local and foreign tax returns of every type and kind required to be filedfiled by them as of the date hereof, and each such return is true, complete and accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with GAAP for all material taxes, assessments and other governmental charges due and payable or claimed to be due and payable upon it them or any of its their income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC has establishedExcept for taxes not yet due and payable, and shall establish in the Subsequent BDC Financial Statements (as hereinafter defined), in accordance with GAAP, a reserve for taxes in on the BDC Financial Statements Information is adequate to cover all of BDCLBI’s and its Subsidiaries the Bank’s tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then endingthat may become payable in future years with respect to any transactions consummated prior to December 31, 2017. Neither BDC LBI nor any of its Subsidiaries has, nor the Bank has or will any of them have, any liability for material taxes of any nature for or with respect to the operation of its businesstheir business from December 31, from the date hereof 2017, up to and including the Effective TimeDate, except to the extent reflected on their Financial Information or on financial statements of LBI or the Bank subsequent to such date and as set forth in the Subsequent BDC Financial Statements (as hereinafter defined) or as accrued or reserved for on LBI Disclosure Letter. Neither LBI nor the books and records of BDC or its Subsidiaries. To the knowledge of BDC, neither BDC nor any of its Subsidiaries Bank has received written notice that it is currently under audit by any state or federal taxing authority. No Except as set forth in the LBI Disclosure Letter, none of the federal, state state, or local tax returns of BDC LBI or any of its Subsidiaries the Bank have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. Except as set forth in the BDC Disclosure Schedule, each (a) Each of BDC SBI and its Subsidiaries has since January 1, 2009 2011 (ai) duly and timely filed all federal, state, local local, and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate accurate, and complete in all material respectscomplete; (bii) paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments assessments, and other governmental charges due or claimed to be due upon it or any of its income, properties properties, or assets; and (ciii) not requested an extension of time for any such payments (which extension is still in force). BDC SBI has established, and shall establish in the Subsequent BDC SBI Financial Statements (as hereinafter defineddefined in Section 5.11), in accordance with GAAP, a reserve for taxes in the BDC SBI Financial Statements adequate to cover all of BDCSBI’s and its Subsidiaries Subsidiaries’ tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither BDC SBI nor any of its Subsidiaries has, nor will any of them have, any material liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC SBI Financial Statements (as hereinafter defineddefined in Section 5.11) or as accrued or reserved for on the books and records of BDC SBI or its Subsidiaries. To the knowledge of BDC, neither BDC Neither SBI nor any of its Subsidiaries is currently under audit by any state or federal taxing authority. No federal, state state, or local tax returns of BDC SBI or any of its Subsidiaries have been audited by any taxing authority during the past five (5) years. Neither SBI nor any of its Subsidiaries has waived any statute of limitations in respect of taxes or agreed to any extension of time with respect to a tax assessment or deficiency. Neither SBI nor any of its subsidiaries is a party to or bound by any tax allocation or sharing agreement. (b) SBI is, and at all times since January 1, 1998 has been, a “small business corporation,” within the meaning of Code Section 1361(a)(1), for which a valid election pursuant to Code Section 1362(a) or comparable provisions of state or local law to be treated as an S-corporation has been made and which has never been revoked or terminated. SBI validly elected, pursuant to Code Section 1361(b)(3)(B)(ii) or comparable provisions of state or local law, to treat SBTC as a “qualified subchapter S subsidiary” within the meaning of Code Section 1361(b)(3)(B) effective January 1, 1998, which election has never been revoked or terminated. Since January 1, 1998, neither SBI nor SBTC has acquired any asset the tax basis of which is or was determined, in whole in in part, by reference to the tax basis of such asset, or any other property in the hands of a C-corporation (within the meaning of Code Section 1361(a)(2)). SBI has no liability for taxes imposed by Code Section 1374 or Code Section 1375. (c) Neither SBI nor any of its Subsidiaries is a party to any agreement, contract, arrangement, or plan that has resulted in or could reasonably be expected to result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Code Section 280G, or in the payment of compensation for which a deduction would be disallowed by reason of Code Section 162(m).

Taxes, Returns and Reports. Except as set forth in the BDC Disclosure Schedule, each Each of BDC FNWD and its Subsidiaries has since January 1, 2009 2015 (a) duly and timely filed all material federal, state, local local, and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate accurate, and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments assessments, and other governmental charges due or claimed to be due upon it or any of its income, properties properties, or assets, unless being contested in good faith; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC FNWD has established, and shall establish in the Subsequent BDC Financial Statements (as hereinafter defined)future publicly-filed financial statements, in accordance with GAAP, a reserve for taxes in the BDC FNWD Financial Statements adequate to cover all of BDCFNWD’s and its Subsidiaries tax liabilities (including, without limitation, income taxes, payroll taxes taxes, and withholding, and franchise fees) for the periods then ending. Neither BDC FNWD nor any of its Subsidiaries Subsidiaries, to their knowledge, has, nor will any of them have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC Financial Statements (as hereinafter defined) or FNWD’s future publicly-filed financial statements and as accrued or reserved for on the books and records of BDC FNWD or its Subsidiaries. To the knowledge of BDC, neither BDC Neither FNWD nor any of its Subsidiaries is currently under audit by any state or federal taxing authority. No Except as disclosed in Section 4.10 of the FNWD Disclosure Schedule, no federal, state state, or local tax returns of BDC FNWD or any of its Subsidiaries have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. Except as set forth in the BDC Disclosure Schedule, each Each of BDC MBT and its Subsidiaries has since January 1, 2009 2008: (a) duly and timely filed all material federal, state, local and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments and other governmental charges due or claimed to be due upon it or any of its income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC MBT has established, and shall establish in the Subsequent BDC MBT Financial Statements (as hereinafter defined), in accordance with GAAP, a reserve for taxes in the BDC MBT Financial Statements adequate to cover all of BDCMBT’s and its Subsidiaries tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither BDC MBT nor any of its Subsidiaries has, nor will any of them have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC MBT Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of BDC MBT or its Subsidiaries. To the knowledge of BDCMBT, neither BDC MBT nor any of its Subsidiaries is currently under audit by any state or federal taxing authority. No Other than local property tax audits, no federal, state or local tax returns of BDC MBT or any of its Subsidiaries have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. Except as set forth in the BDC Disclosure Schedule, each of BDC 1st Independence and its Subsidiaries 1st Bank has since January 1, 2009 2003 (a) duly and timely filed all federal, state, local and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with GAAP generally accepted accounting principles for all taxes, assessments and other governmental charges due or claimed to be due upon it or any of its income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC 1st Independence has established, and shall establish in the Subsequent BDC 1st Independence Financial Statements (as hereinafter defined), in accordance with GAAPgenerally accepted accounting principles, a reserve for taxes in the BDC 1st Independence Financial Statements adequate to cover all of BDC1st Independence’s and its Subsidiaries 1st Bank’s tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither BDC 1st Independence nor any of its Subsidiaries 1st Bank has, nor will any of them either have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC 1st Independence Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of BDC 1st Independence or its Subsidiaries1st Bank. To the knowledge of BDC1st Independence, neither BDC 1st Independence nor any of its Subsidiaries 1st Bank is currently under audit by any state or federal taxing authority. No federal, state or local tax returns of BDC 1st Independence or any of its Subsidiaries 1st Bank have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. Except as set forth in the BDC Disclosure Schedule, each Each of BDC NWIN and its Subsidiaries has since January 1, 2009 2013 (a) duly and timely filed all material federal, state, local local, and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate accurate, and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments assessments, and other governmental charges due or claimed to be due upon it or any of its income, properties properties, or assets, unless being contested in good faith; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC NWIN has established, and shall establish in the Subsequent BDC Financial Statements (as hereinafter defined)future publicly-filed financial statements, in accordance with GAAP, a reserve for taxes in the BDC NWIN Financial Statements adequate to cover all of BDCNWIN’s and its Subsidiaries tax liabilities (including, without limitation, income taxes, payroll taxes taxes, and withholding, and franchise fees) for the periods then ending. Neither BDC NWIN nor any of its Subsidiaries Subsidiaries, to their knowledge, has, nor will any of them have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC Financial Statements (as hereinafter defined) or NWIN’s future publicly-filed financial statements and as accrued or reserved for on the books and records of BDC NWIN or its Subsidiaries. To the knowledge of BDC, neither BDC Neither NWIN nor any of its Subsidiaries is currently under audit by any state or federal taxing authority. No Except as disclosed in Section 4.10 of the NWIN Disclosure Schedule, no federal, state state, or local tax returns of BDC NWIN or any of its Subsidiaries have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. Except as set forth in Schedule 2.15 of --------------------------- the BDC Disclosure ScheduleSchedules, each of BDC and its Subsidiaries UBC has since January 1, 2009 its incorporation: (a) duly and timely filed all federal, state, local and foreign tax returns of every type and kind required to be filedfiled before the date of this Agreement, and will duly file all such returns required to be filed before the Effective Time, and each such return is true, accurate and complete in all material respects; (b) duly filed all reports and returns required by the State of Kentucky before the date of this Agreement, and will duly file all such returns required to be filed before the Effective Time, in connection with the tax on foreign savings and loan associations, if any, and each such report and return is true, accurate and complete in all respects; (c) paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments and other governmental charges due shown or claimed required to be due upon it shown on each such report or any of its income, properties or assetsreturn; and (cd) not requested an extension of time for any such payments (which extension is still in force). BDC UBC has established, and shall establish in the Subsequent BDC UBC Financial Statements (as hereinafter defined), in accordance with GAAPGAAP consistently applied, a reserve for taxes in the BDC UBC Financial Statements adequate to cover all of BDC’s and its Subsidiaries UBC's tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the tax periods then ending. Neither BDC Unified nor any of its Subsidiaries has, nor will any of them have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of BDC or its Subsidiaries. To the knowledge of BDC, neither BDC nor any of its Subsidiaries UBC is currently under audit by any state or federal taxing authority. Each party shall be responsible for filing Forms W-2 with respect to the 2003 tax year in accordance with the "Standard Procedure" described in Rev. Proc. 96-60, 1996-2 C.B. 399. The responsibility for all other informational tax returns shall be allocated similarly. No federal, state or local tax returns of BDC Unified or any of its Subsidiaries UBC have been audited by any taxing authority during the past five (5) years. The parties hereby acknowledge and agree that as to any return for any taxable period for which Unified would be responsible to pay any deficiency in tax under any provision in this Agreement, Unified shall similarly be entitled to receive any refund in respect of such return.

Taxes, Returns and Reports. Except as set forth in the BDC Disclosure Schedule, each Each of BDC NWIN and its Subsidiaries has since January 1, 2009 2011 (a) duly duty and timely filed all material federal, state, local local, and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate accurate, and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments assessments, and other governmental charges due or claimed to be due upon it or any of its income, properties properties, or assets, unless being contested in good faith; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC NWIN has established, and shall establish in the Subsequent BDC Financial Statements (as hereinafter defined)future publicly-filed financial statements, in accordance with GAAP, a reserve for taxes in the BDC NWIN Financial Statements adequate to cover all of BDCNWIN’s and its Subsidiaries tax liabilities (including, without limitation, income taxes, payroll taxes taxes, and withholding, and franchise fees) for the periods then ending. Neither BDC NWIN nor any of its Subsidiaries Subsidiaries, to their knowledge, has, nor will any of them have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC Financial Statements (as hereinafter defined) or NWIN’s future publicly-filed financial statements and as accrued or reserved for on the books and records of BDC NWIN or its Subsidiaries. To the knowledge of BDC, neither BDC Neither NWIN nor any of its Subsidiaries is currently under audit by any state or AGREEMENT AND PLAN OF MERGER PAGE 32 federal taxing authority. No Except as disclosed in Section 4.10 of the NWIN Disclosure Schedule, no federal, state state, or local tax returns of BDC NWIN or any of its Subsidiaries have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. Except as set forth in the BDC -------------------------- Disclosure Schedule, each of BDC and its Subsidiaries Community has since January 1, 2009 1995 (a) duly and timely filed all federal, state, local and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with GAAP generally accepted accounting principles for all taxes, assessments and other governmental charges due or claimed to be due upon it and Bank or any of its their income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC Community has established, and shall establish in the Subsequent BDC Community Financial Statements (as hereinafter defined)Statements, in accordance with GAAPgenerally accepted accounting principles, a reserve for taxes in the BDC Community Financial Statements adequate to cover all of BDC’s Community's and its Subsidiaries Bank's tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither BDC Community nor any of its Subsidiaries Bank has, nor will any either of them have, any liability for material taxes of any nature for or with respect to the operation of its businesstheir respective businesses, including the business of any subsidiary, or ownership of their assets, including the assets of any subsidiary, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC Community Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of BDC or its SubsidiariesCommunity. To the knowledge of BDC, neither BDC Neither Community nor any of its Subsidiaries Bank is currently under audit by any state or federal taxing authority. No federal, state or local tax returns of BDC or any of its Subsidiaries Community have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. (a) Except as set forth in the BDC Disclosure ScheduleSchedule 3.14(a), each of BDC and its Subsidiaries has since beginning on January 1, 2009 2010 and for each year thereafter, Insurance Group has filed a consolidated return as a member of an affiliated group of corporations (awithin the meaning of Section 1504 of the Code) with ONB as the common parent (the “Affiliated Group”) and has: (i) timely, accurately, and duly and timely filed all material federal, state, local local, and foreign tax returns Tax Returns of every type and kind required to be filedfiled with any taxing authority, and each such return Tax Return is true, accurate accurate, and complete in all material respects; (bii) paid or otherwise adequately reserved in accordance with GAAP for all taxesmaterial Taxes, assessments assessments, and other governmental charges due or claimed to be due upon it Insurance Group or any of its income, properties properties, or assetsassets or transactions, whether or not shown on any Tax Return; and (ciii) not deferred or delayed any material remittance of payments beyond the due date for such payments for any such payments or requested an extension of time for filing any such payments Tax Return (except for any extension which extension is still no longer in force). BDC Insurance Group has established, and shall establish in the Subsequent BDC Financial Statements (as hereinafter defined), in accordance with GAAP, established a reserve for taxes in the BDC Financial Statements Taxes adequate to cover all of BDCInsurance Group’s and its Subsidiaries tax liabilities (including, without limitation, income taxes, payroll taxes and withholdingTax Liabilities for the taxable periods covered by the Financial Statements. Insurance Group does not, and franchise fees) for the periods then ending. Neither BDC nor will not, have any of its Subsidiaries has, nor will any of them have, any liability for material taxes Tax Liability of any material nature for or with respect to the operation of its business, or ownership of its assets, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of BDC or its SubsidiariesInsurance Group. To the knowledge of BDC, neither BDC nor any of its Subsidiaries Insurance group is not currently under audit by any state federal, state, local, or federal other taxing authority, and there is not currently pending, or, to the Knowledge of Insurance Group, likely to occur, any Proceeding, assessment, notice of deficiency or demand for payment by any taxing authority with respect to its Taxes. No Except as disclosed in Schedule 3.14(a), no federal, state state, or local tax returns Tax Return of BDC or any of its Subsidiaries have Insurance Group has been audited by any taxing authority. There are no liens for Taxes nor has any levy action been taken on any of the assets of Insurance Group. (b) The Affiliated Group has filed on a timely basis all income Tax Returns that it was required to file for each taxable period during which Insurance Group was a member of the group. All such Tax Returns were true, accurate, and complete in all material respects. All income Taxes owed by the Affiliated Group (whether or not shown on any Tax Return) have been paid for each taxable period during which Insurance Group was a member of the group. Neither Insurance Group nor any director or officer (or employee responsible for Tax matters) of any of Insurance Group and its subsidiaries has Knowledge of or expects any authority to assess any additional income Taxes against Insurance Group for any taxable period during which any of Insurance Group was a member of the Affiliated Group. There is no proposed assessment, notice of deficiency, dispute or claim concerning any income Tax Liability of the Affiliated Group for any taxable period during which Insurance Group was a member of the group either claimed or pending. (c) With respect to Insurance Group and its business, operations, affairs, and ownership of assets: (i) all elections with respect to any Taxes affecting Insurance Group are set forth in Schedule 3.14(c); (ii) all Taxes that Insurance Group is required by law to withhold or collect have been duly withheld or collected or for which it has a fiduciary duty have been timely paid over to the IRS or appropriate governmental agencies or authorities to the extent due and payable and are not subject to any Tax Liability in connection with amounts paid or owing to any employee, creditor, independent contractor, or other third party; (iii) all deficiencies of Taxes and any corresponding interest and penalties which have been assessed, claimed, proposed, or asserted against Insurance Group have been fully paid or finally settled, and no issue has been raised in any examination which may be expected to result in the assessment, proposal, notice or assertion of a deficiency of Taxes for any other year not so examined; (iv) no facts or circumstances exist that would constitute the basis for the assessment, proposal or assertion of any deficiencies of Taxes against Insurance Group for any unexamined year or for the recharacterization of any item of income, or denial, restriction or limitation of any expense or deduction set forth on any income tax return filed by Insurance Group resulting in any Taxes payable by Insurance Group; (v) Insurance Group has complied in all material respects with all Legal Requirements relating to all Taxes; (vi) no claim exists or has been proposed, asserted, or to the Knowledge of Insurance Group, threatened or discussed, by a government agency or authority for a jurisdiction where Insurance Group files tax returns to the effect that Insurance Group is or may be subject to taxation by that governmental agency or authority or which may result in any asserted liability, assessment or deficiency; and (vii) Insurance Group has not agreed, and is not required, to make any adjustment under Section 481(a) of the Code, or any comparable provision of state, county, local, or foreign law, by reason of a change in accounting method or otherwise. (d) Insurance Group has never been a “United States real property holding corporation” (as defined in Section 897(c) of the Code) during the past five applicable period specified in Section 897(c)(1)(A)(ii) of the Code. The Transaction and the transactions contemplated hereby are not subject to the Tax withholding provisions of the Code or any other law. Insurance Group has adequately disclosed on its federal, state, county, local, and foreign income tax returns and has a reasonable basis for or is supported by substantial authority for, all positions taken therein that could, if not so disclosed or supported by substantial authority, reasonably give rise to an accuracy-related penalty under Section 6662 of the Code (5or any corresponding provision of state, county, local, or foreign Tax law). Insurance Group has not engaged in any transactions that involve a “tax shelter” or in any “nondisclosed noneconomic substance” transaction as those terms are defined in Section 6662. (e) yearsFor purposes of this Agreement, the term “Tax” (or “Taxes” where applicable) means any and all federal, state, county, local, foreign, or other income, gross receipts, capital stock, franchise, employee income withholding, foreign withholding, other withholding, social security, unemployment, disability, environmental, real property, personal property, sales, use, excise, payroll, transfer, value added, alternative, or add-on minimum or other tax, assessment, fee, or charge, including any interest, penalties, or additions to tax in respect of the foregoing, whether disputed or not. The term “Tax Liability” means any Liability (whether known, unknown, absolute, fixed, matured, unmatured, contingent, assessed, liquidated, or unliquidated, and whether due or to become due) with respect to any Taxes, including any Liability to indemnify, assume, withhold or succeed to a Tax Liability of a third party.

Taxes, Returns and Reports. Except as set forth in Lafayette and the BDC Disclosure Schedule, each of BDC and its Subsidiaries has since January 1, 2009 Bank have (a) duly and timely filed all federal, state, local and foreign tax returns of every type and kind required to be filedfiled as of the date hereof, and each such return is true, complete and accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with GAAP for all material respects all taxes, assessments and other governmental charges due or claimed to be due upon it them or any of its their income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC has establishedExcept for taxes not yet due and payable, and shall establish in the Subsequent BDC Financial Statements (as hereinafter defined), in accordance with GAAP, a reserve for taxes in on the BDC Financial Statements Information is adequate to cover all of BDC’s Lafayette's and its Subsidiaries the Bank's tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then endingthat may become payable in future years with respect to any transactions consummated prior to June 30, 2001. Neither BDC Lafayette nor any of its Subsidiaries the Bank has, nor or will any of them have, any liability for material taxes of any nature for or with respect to the operation of its their business, including the assets of any subsidiary, from the date hereof June 30, 2001, up to and including the Effective TimeDate, except to the extent reflected on their Financial Information or on financial statements of Lafayette or the Bank subsequent to such date and as set forth in the Subsequent BDC Financial Statements (as hereinafter defined) or as accrued or reserved for on Disclosure Letter. Neither Lafayette nor the books and records of BDC or its Subsidiaries. To the knowledge of BDC, neither BDC nor any of its Subsidiaries Bank is currently under audit by any state or federal taxing authority. No Except as set forth in the Disclosure Letter, neither the federal, state state, or local tax returns of BDC Lafayette or any of its Subsidiaries the Bank have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. Except as set forth in the BDC First Capital Disclosure Schedule, each of BDC First Capital and its Subsidiaries has since January 1, 2009 (a) duly and timely filed all federal, state, local and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments and other governmental charges due or claimed to be due upon it or any of its income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC First Capital has established, and shall establish in the Subsequent BDC First Capital Financial Statements (as hereinafter defined), in accordance with GAAP, a reserve for taxes in the BDC First Capital Financial Statements adequate to cover all of BDCFirst Capital’s and its Subsidiaries tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither BDC First Capital nor any of its Subsidiaries has, nor will any of them have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC First Capital Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of BDC First Capital or its Subsidiaries. To the knowledge of BDCFirst Capital, neither BDC First Capital nor any of its Subsidiaries is currently under audit by any state or federal taxing authority. No federal, state or local tax returns of BDC First Capital or any of its Subsidiaries have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. (a) Except as set forth in the BDC PFSB Disclosure ScheduleLetter, each of BDC and its Subsidiaries PFSB has since January 1, 2009 (a) duly and timely filed all federal, state, local and foreign tax returns Tax Returns of every type and kind required to be filedfiled by it as of the date hereof, and each such return Tax Return is true, complete and accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with GAAP for all taxesmaterial Taxes, assessments and other governmental charges due or claimed to be due and payable by PFSB upon it or any of its income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC No deficiency with respect to a material amount of Taxes has establishedbeen proposed, asserted or assessed against PFSB, which amount has not been paid or such matter otherwise resolved. Except for Taxes not yet due and shall establish in payable, the Subsequent BDC Financial Statements (as hereinafter defined), in accordance with GAAP, a reserve for taxes in Taxes on the BDC Financial Statements Information is adequate to cover all of BDCPFSB’s and its Subsidiaries tax Tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, Taxes and franchise fees) for the periods then endingthat may become payable in future years with respect to any transactions consummated prior to September 30, 2020. Neither BDC nor any of its Subsidiaries has, PFSB does not have nor will any of them it have, any liability for material taxes Taxes of any nature for or with respect to the operation of its businessbusiness from September 30, from the date hereof 2020, up to and including the Effective Time, except to the extent (i) reflected on the Financial Information or on financial statements of PFSB subsequent to and the date of the Financial Information or (ii) as set forth in the Subsequent BDC Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of BDC or its SubsidiariesPFSB Disclosure Letter. To the knowledge of BDC, neither BDC nor any of its Subsidiaries PFSB has not received written notice that it is currently under audit by any state or federal taxing authority. No Except as set forth in the PFSB Disclosure Letter, none of the federal, state state, or local tax returns Tax Returns of BDC or any of its Subsidiaries have PFSB has been audited by any taxing authority during the past five (5) years. (b) As used in this Agreement, the term “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, fees, levies or like assessments together with all penalties and additions to tax and interest thereon.

Taxes, Returns and Reports. Except (a) Cochrane has (i) except as set forth in the BDC Disclosure ScheduleSchedule 4.14 hereto, each of BDC timely, properly and its Subsidiaries has since January 1, 2009 (a) duly and timely filed all federal, state, local and foreign tax Tax returns of every type and kind required to be filed, and each such return is true, accurate and complete in all material respects; (bii) paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments and other governmental charges due or claimed to be due upon it or any of its income, properties or assets; and (ciii) not requested an extension of time for any such payments (which extension is still in force)) nor has granted any extension of the limitation period applicable to any claim for taxes. BDC has establishedExcept for taxes not yet due and payable until after the Effective Time, and shall establish the liability for Taxes in the Subsequent BDC Cochrane Audited Financial Statements (as hereinafter defined)of March 30, in accordance with GAAP, a reserve for taxes in the BDC Financial Statements 1996 is adequate to cover pay all of BDC’s and its Subsidiaries tax Cochrane's Tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither BDC nor any that may become payable in future years with respect to all of its Subsidiaries hastax years through the tax year ended March 30, nor will any of them have, any 1996. Cochrane has no liability for material taxes Taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Timeor ownership of its assets, except to the extent set forth in the Subsequent BDC Cochrane Financial Statements and other than its Tax Liability for the period beginning September 1, 1996 and ending on or prior to the Effective Time. (as hereinafter definedb) or as accrued or reserved for on the books and records of BDC or its Subsidiaries. To the knowledge of BDC, neither BDC nor any of its Subsidiaries Cochrane is not currently under audit by any federal, state or federal local taxing authorityauthority and has no knowledge of any pending investigation, examination or proceeding by any taxing authority with respect to its taxes. No federal, state or local tax returns of BDC or any of its Subsidiaries Cochrane have been audited by any taxing authority during the past five (5) years. (c) With respect to Cochrane and its business, operations and affairs, (i) all material elections with respect to any Taxes affecting Cochrane are set forth in Schedule 4.14 hereto; (ii) all Taxes that Cochrane is required by law to withhold or collect have been duly withheld or collected and have been timely paid over to the appropriate governmental authorities to the extent due and payable and are not subject to any Tax Liability in connection with amounts paid or owing to any employee, creditor, independent contractor, or other third party; (iii) all deficiencies of Taxes which have been claimed, proposed or asserted against Cochrane have been fully paid or finally settled, and no issue has been raised in any examination which may be expected to result in the proposal or assertion of a deficiency of taxes for any other year not so examined; (iv) no facts or circumstances exist that would constitute the basis for the proposal or assertion of any deficiencies of Taxes against Cochrane for any unexamined year or for the recharacterization of any item of income, expense or deduction set forth on any income tax return filed by Cochrane resulting in any Taxes payable by Cochrane; (v) Cochrane has complied in all material respects with all laws, statutes, rules, regulations and requirements relating to all foreign, federal, state and local Taxes, and no claim by a government authority where Cochrane does not file Tax returns that Cochrane is or may be subject to taxation by that governmental authority is outstanding; and (vi) Cochrane has not agreed, nor is it required, to make any adjustment under Section 481(a) of the Code, or any comparable provision of state or local law, by reason of a change in accounting method or otherwise. (d) Cochrane has never been a member of an affiliated group of corporations, within the meaning of Section 1504 of the Code. Cochrane has never been a "United States real property holding corporation" (as defined in Section 897(c) of the Code) during the applicable period specified in Section 897 (c) (1) (A) (ii) of the Code. The transactions contemplated by this Agreement are not subject to the tax withholding provisions of the Code or any other law. Cochrane has disclosed on its federal, state or local income Tax returns all positions taken therein that could reasonably give rise to an accuracy-related penalty under Section 6662 of the Code (or any corresponding provision of state or local tax law). (e) Cochrane has timely paid all Taxes due and payable by Cochrane for any Tax period (or portion thereof) ending on or before the date of this Agreement and shall timely pay all Taxes due and payable by it for any Tax period (or portion thereof) hereafter. No Tax liens have been filed against Cochrane and there are no liens for Taxes (other than for current Taxes not yet due and payable) on Cochrane assets. (f) All federal, state, local and other taxes resulting from or imposed by virtue of the conversion of the Outstanding Cochrane Shares for the consideration specified in Section 2.01 hereof shall be paid by the shareholders of Cochrane. (g) For purposes of this Agreement, the term "Tax" (or "Taxes" where applicable) shall mean any federal, state, local, foreign or other income, gross receipts, capital stock, franchise, employee income withholding, foreign withholding, other withholding, social security, unemployment, disability, environmental (including under Section 59A of the Internal Revenue Code of 1986, as amended (the "Code")), real property, personal property, sales, use, transfer, value added, alternative or add-on minimum or other tax, including any interest, penalties or additions to tax in respect of the foregoing, whether disputed or not. The term "Tax Liability" shall mean any liability (whether known, unknown, absolute, contingent, liquidated or unliquidated, and whether due or to become due) with respect to any Taxes, including, without limitation, any liability to indemnify, assume or succeed to a Tax Liability of a third party.

Taxes, Returns and Reports. Except as set forth in the BDC Disclosure Schedule, each Each of BDC Anchor and its Subsidiaries has since January 1, 2009 2012, (a) duly and timely filed all federal, state, local and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments and other governmental charges due or claimed to be due upon it or any of its income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC Anchor has established, and shall establish in the Subsequent BDC Anchor Financial Statements (as hereinafter defined), in accordance with GAAP, a reserve for taxes in the BDC Subsequent Anchor Financial Statements adequate to cover all of BDCAnchor’s and its Subsidiaries Subsidiaries’ tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither BDC Anchor nor any of its Subsidiaries has, nor will any of them have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC Anchor Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of BDC Anchor or its Subsidiaries. To Except as set forth in the Anchor Disclosure Schedule, to the knowledge of BDCAnchor, neither BDC Anchor nor any of its Subsidiaries is currently under audit audit, exam or review by any state or federal taxing authority. No , and no federal, state or local tax returns of BDC Anchor or any of its Subsidiaries have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. Except as set forth in the BDC MainSource Disclosure Schedule, each of BDC MainSource and its Subsidiaries has since January 1, 2009 2008 (a) duly and timely filed all material federal, state, local and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments and other governmental charges due or claimed to be due upon it or any of its income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC MainSource has established, and shall establish in the Subsequent BDC MainSource Financial Statements (as hereinafter defined), in accordance with GAAP, a reserve for taxes in the BDC MainSource Financial Statements adequate to cover all of BDCMainSource’s and its Subsidiaries tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither BDC MainSource nor any of its Subsidiaries has, nor will any of them have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC MainSource Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of BDC MainSource or its Subsidiaries, except as set forth on the MainSource Disclosure Schedule. To Except as set forth on the MainSource Disclosure Schedule, to the knowledge of BDCMainSource, neither BDC MainSource nor any of its Subsidiaries is currently under audit by any state or federal taxing authority. No Except as set forth on the MainSource Disclosure Schedule, no federal, state or local tax returns of BDC MainSource or any of its Subsidiaries have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. Except as set forth in the BDC Disclosure Schedule, each of BDC UCBC and its Subsidiaries Union Federal has since January 1, 2009 2000 (a) duly and timely filed all federal, state, local and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with GAAP generally accepted accounting principles for all taxes, assessments and other governmental charges due or claimed to be due upon it or any of its income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC UCBC has established, and shall establish in the Subsequent BDC UCBC Financial Statements (as hereinafter defined), in accordance with GAAPgenerally accepted accounting principles, a reserve for taxes in the BDC UCBC Financial Statements adequate to cover all of BDCUCBC's and Union Federal’s and its Subsidiaries tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither BDC UCBC nor any of its Subsidiaries Union Federal has, nor will any of them either have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC UCBC Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of BDC UCBC or its SubsidiariesUnion Federal. To the knowledge of BDC, neither BDC Neither UCBC nor any of its Subsidiaries Union Federal is currently under audit by any state or federal taxing authority. No federal, state or local tax returns of BDC UCBC or any of its Subsidiaries Union Federal have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. Except as set forth in the BDC Disclosure Schedule, each Each of BDC FCB and its Subsidiaries has since January 1, 2009 2012: (a) duly and timely filed all material federal, state, local and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments and other governmental charges due or claimed to be due upon it or any of its income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC FCB has established, and shall establish in the Subsequent BDC FCB Financial Statements (as hereinafter defined), in accordance with GAAP, a reserve for taxes in the BDC FCB Financial Statements adequate to cover all of BDCFCB’s and its Subsidiaries tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither BDC FCB nor any of its Subsidiaries has, nor will any of them have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC FCB Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of BDC FCB or its Subsidiaries. To the knowledge of BDCFCB, neither BDC FCB nor any of its Subsidiaries is currently under audit by any state or federal taxing authority. No Other than local property tax audits, no federal, state or local tax returns of BDC FCB or any of its Subsidiaries have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. Except as set forth in F&M and the BDC Disclosure Schedule, each of BDC and its F&M Subsidiaries has since January 1, 2009 have (a) duly and timely filed all federal, state, local and foreign tax returns Tax Returns of every type and kind required to be filedfiled by them as of the date hereof, and each such return Return is true, complete and accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with GAAP for all taxesmaterial Taxes, assessments and other governmental charges due or claimed to be due upon it or and payable by any of its them upon their income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC No deficiency with respect to a material amount of Taxes has establishedbeen proposed, asserted or assessed against F&M or any F&M Subsidiary, which amount has not been paid or such matter otherwise resolved. Except for Taxes not yet due and shall establish in payable, the Subsequent BDC Financial Statements (as hereinafter defined), in accordance with GAAP, a reserve for taxes in Taxes on the BDC F&M Financial Statements Information is adequate to cover all of BDCF&M’s and its Subsidiaries tax the F&M Subsidiaries’ Tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, Taxes and franchise fees) for the periods then endingthat may become payable in future years with respect to any transactions consummated prior to December 31, 2020. Neither BDC F&M nor any of its Subsidiaries has, nor F&M Subsidiary has or will any of them have, any liability for material taxes Taxes of any nature for or with respect to the operation of its their business, including the assets of any subsidiary, from the date hereof December 31, 2020, up to and including the Effective Time, except to the extent (i) reflected on the F&M Financial Information or on financial statements of F&M or any subsidiary subsequent to and the date of the F&M Financial Information or (ii) as set forth in the Subsequent BDC Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of BDC or its SubsidiariesF&M Disclosure Letter. To the knowledge of BDC, neither BDC Neither F&M nor any of its Subsidiaries F&M Subsidiary has received written notice that it is currently under audit by any state or federal taxing authority. No Except as set forth in the F&M Disclosure Letter, none of the federal, state state, or local tax returns Tax Returns of BDC F&M or any of its Subsidiaries have F&M Subsidiary has been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. Except as set forth in the BDC Disclosure Schedule, each Each of BDC ONB and its ONB Subsidiaries has since January 1, 2009 2012, (a) duly and timely filed all federal, state, local and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments and other governmental charges due or claimed to be due upon it or any of its income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). BDC ONB has established, and shall establish in the Subsequent BDC ONB Financial Statements (as hereinafter defined), in accordance with GAAP, a reserve for taxes in the BDC Subsequent ONB Financial Statements adequate to cover all of BDCONB’s and its Subsidiaries ONB Subsidiaries’ tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither BDC ONB nor any of its Subsidiaries ONB Subsidiary has, nor will any of them have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent BDC ONB Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of BDC ONB or its ONB Subsidiaries, except as set forth on the ONB Disclosure Schedule. To Except as set forth on the ONB Disclosure Schedule, to the knowledge of BDCONB, neither BDC ONB nor any of its Subsidiaries ONB Subsidiary is currently under audit by any state or federal taxing authority. No Except as set forth on the ONB Disclosure Schedule, no federal, state or local tax returns of BDC ONB or any of its Subsidiaries ONB Subsidiary have been audited by any taxing authority during the past five (5) years.