Common use of MISCELLANEOUS REPRESENTATIONS Clause in Contracts

MISCELLANEOUS REPRESENTATIONS. Debtor hereby represents and warrants that: (a) Debtor is the legal and beneficial owner of the Collateral free and clear of all Liens, charges, pledges, encumbrances, and security interests of every kind and nature other than Liens in favor of Secured Party; (b) each Pledged Security has been validly authorized and issued, and is fully paid and nonassessable; (c) Debtor has good right and lawful authority to pledge the Collateral in the manner hereby done or contemplated; (d) no consent or approval of or notice to any Governmental Authority, or of any securities exchange, is necessary to effect the validity of the rights created hereunder which have not been obtained; (e) except for any financing statement which may have been filed by Secured Party, no financing statement covering the Collateral, or any part thereof, has been filed with any filing officer; (f) no presently effective security agreement covering the Collateral, or any part thereof, has been made, and no presently effective security interest, other than the one herein created, has attached or been perfected in the Collateral, or any part thereof; (g) the execution, delivery, and consummation of this agreement (i) have been duly authorized by all requisite corporate action on the part of Debtor, and (ii) will not violate the Constituent Documents of Debtor or any issuer, or any law, regulation, mortgage, indenture, contract, instrument, judgment, or decree applicable to or binding on Debtor or the issuers of the Pledged Securities; (h) the Bank Securities constitute 100% of the issued and outstanding voting stock of the Bank Subsidiaries; (i) all other Pledged Securities constitute all of the stock of the Bank Subsidiaries owned directly or indirectly by Debtor; (j) none of the Pledged Securities are subject to any options or other rights of third parties, and (k) Debtor's chief executive office is located at 2▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Street, Shelbyville, IN 46176. Debtor has not used or transacted business under any other corporate name or tradename in the five year period preceding the date hereof.

MISCELLANEOUS REPRESENTATIONS. Debtor hereby (a) Employee certifies after a review of Employee’s records that Employee has filed (or another person has filed on Employee’s behalf) with the Securities and Exchange Commission reports on Form 4 with respect to all reportable transactions under Section 16 of the Securities Exchange Act of 1934 occurring during this fiscal year on or prior to the date hereof. Employee agrees to provide any and all further certifications reasonably requested by the Company regarding reports under Section 16 of the Securities Exchange Act of 1934. (b) Employee acknowledges that Employee is not otherwise entitled to receive the benefits from the Company as set forth in Paragraph 3 of this Agreement by virtue of Employee’s employment with the Company or otherwise. (c) Employee represents and warrants that Employee fully understands the terms of this Agreement and that Employee knowingly and voluntarily, of Employee’s own free will without any duress, being fully informed and after due deliberation, accepts its terms and signs the same as Employee’s own free act. Employee further represents and warrants that: (a) Debtor is the legal and beneficial owner of the Collateral free and clear of all Liens, charges, pledges, encumbrances, and security interests of every kind and nature other than Liens in favor of Secured Party; (b) each Pledged Security has been validly authorized and issued, and is fully paid and nonassessable; (c) Debtor has good right and lawful authority to pledge the Collateral in the manner hereby done or contemplated; (d) no consent or approval of or notice to any Governmental Authority, or of any securities exchange, is necessary to effect the validity of the rights created hereunder which have not been obtained; (e) except for any financing statement which may have been filed by Secured Partyas set forth herein, no financing statement covering the Collateral, promises or any part thereof, has been filed with any filing officer; (f) no presently effective security agreement covering the Collateral, or any part thereof, has inducements for this Agreement have been made, and Employee is entering into this Agreement without reliance upon any statement or representation by any of the Released Parties or any other person, concerning any fact material hereto. Employee understands that as a result of entering into this Agreement Employee will not have the right to assert that the Company unlawfully terminated Employee’s employment or violated any rights in connection with Employee’s employment. (d) Employee agrees that the Company has provided Employee the opportunity to review and consider this Agreement for a sufficient period of time. (e) Employee represents and warrants that Employee has no presently effective security interestclaims against the Released Parties related to discrimination, other than the one herein createdharassment (including, has attached or been perfected in the Collateralwithout limitation, sexual harassment), sexual abuse, or any part thereof; retaliation. (gf) All payments made pursuant to this Agreement will be subject to reduction to satisfy all applicable federal, state and local withholding tax obligations. It is the execution, deliveryintent of the Parties that payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code, and consummation the regulations and guidance thereunder (collectively, “Section 409A”) and the provisions of this agreement (i) Agreement will be interpreted and construed in favor of complying with any applicable requirements of Section 409A as necessary in order to avoid the imposition of additional tax and interest under Section 409A; provided, that nothing herein shall be construed as a representation, promise or guarantee by the Company as to the tax treatment of any payment or benefit that may be paid or provided pursuant to this Agreement and in no event shall the Company have been duly authorized by all requisite corporate action on the part any liability relating to a failure of Debtor, and (ii) will not violate the Constituent Documents of Debtor any payment or any issuerbenefit under this Agreement to comply with, or any lawbe exempt from, regulation, mortgage, indenture, contract, instrument, judgment, or decree applicable to or binding on Debtor or the issuers requirements of the Pledged Securities; (h) the Bank Securities constitute 100% of the issued and outstanding voting stock of the Bank Subsidiaries; (i) all other Pledged Securities constitute all of the stock of the Bank Subsidiaries owned directly or indirectly by Debtor; (j) none of the Pledged Securities are subject to any options or other rights of third parties, and (k) Debtor's chief executive office is located at 2▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Street, Shelbyville, IN 46176. Debtor has not used or transacted business under any other corporate name or tradename in the five year period preceding the date hereof.Section 409A.

MISCELLANEOUS REPRESENTATIONS. Debtor hereby represents and warrants that: (a) Debtor is the legal and beneficial owner of the Collateral free and clear of all Liens, charges, pledges, encumbrances, and security interests of every kind and nature other than Liens in favor of Secured Party; (b) each Pledged Security has been validly authorized and issued, and is fully paid and nonassessable; (c) Debtor has good right and lawful authority to pledge the Collateral in the manner hereby done or contemplated; (d) no consent or approval of or notice to any Governmental Authority, or of any securities exchange, is necessary to effect the validity of the rights created hereunder which have not been obtained; (e) except for any financing statement which may have been filed by Secured Party, no financing statement covering the Collateral, or any part thereof, has been filed with any filing officer; (f) no presently effective security agreement covering the Collateral, or any part thereof, has been made, and no presently effective security interest, other than the one herein created, has attached or been perfected in the Collateral, or any part thereof; (g) the execution, delivery, and consummation of this agreement (i) have been duly authorized by all requisite corporate action on the part of Debtor, and (ii) will not violate the Constituent Documents of Debtor or any issuer, or any law, regulation, mortgage, indenture, contract, instrument, judgment, or decree applicable to or binding on Debtor or the issuers of the Pledged Securities; (h) the Bank Securities constitute 100% of the issued and outstanding voting stock of the Bank Subsidiaries; (i) all other Pledged Securities constitute all of the stock of the Bank Subsidiaries owned directly or indirectly by Debtor; (j) none of the Pledged Securities are subject to any options or other rights of third parties, and (k) Debtor's chief executive office is located at 2▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Street, Shelbyville, IN 46176. Debtor has not used or transacted business under any other corporate name or tradename in the five year period preceding the date hereof.