Common use of Pledge and Grant of Security Interests Clause in Contracts

Pledge and Grant of Security Interests. Pledgor hereby pledges, assigns, hypothecates and transfers to Bank all Pledged Stock, together with appropriate undated assignments separate from the Certificates duly executed in blank, and hereby grants to and creates in favor of Bank liens and security interests in the Pledged Stock as collateral security for (i) the due and punctual payment when due (whether at maturity, by acceleration or otherwise) in full of all amounts due under the Term Promissory Note in the aggregate amount of Fifteen Million Dollars ($15,000,000.00) executed and delivered by Borrower to Bank pursuant to the Loan Agreement; (ii) the due and punctual performance and observance by the Obligors of their respective agreements, obligations, liabilities and duties under the Loan Documents, including, without limitation the Loan Agreement and the Guaranty; (iii) the due and punctual performance and observance by the Pledgor of all of its agreements, obligations, liabilities and duties under this Collateral Assignment Agreement; (iv) all debts, obligations or liabilities of every kind and description of any one or more of the Obligors to Bank, now due or to become due, direct or indirect, absolute or contingent, presently existing or hereafter arising, joint or several, secured or unsecured, whether for payment or performance, regardless of how the same arise or by what instrument, agreement or book account they may be evidenced, or whether evidenced by any instrument, agreement or book account, including, without limitation, all loans (including any loan by renewal or extension), all overdrafts, all guarantees and all other evidences of indebtedness, howsoever owned, held or acquired by the Bank; and (v) all costs incurred by Bank to obtain, perfect, preserve and enforce the liens and security interests granted by this Collateral Assignment Agreement, to collect the Obligations Secured Hereby (as hereinafter defined) and to maintain and preserve the Pledged Collateral, with such costs including but not limited to expenditures made by Bank for reasonable attorneys' fees and other legal expenses and expenses of collection, possession and sale of the Pledged Collateral, together with interest on all such costs at the Default Rate (the foregoing subsections (i), (ii), (iii), (iv), and (v) are collectively referred to herein as the "Obligations Secured Hereby").

Pledge and Grant of Security Interests. Pledgor hereby pledges, collaterally assigns, hypothecates and transfers to Bank Lender all Pledged Stock, together with appropriate undated assignments separate from the Certificates duly executed in blank, and hereby grants to and creates in favor of Bank Lender liens and security interests in the Pledged Stock as collateral security for (ia) the due and punctual payment when due (whether at maturity, by acceleration or otherwise) in full of all amounts due under the Term Promissory Note Senior Notes (as the same may be amended, restated, supplemented, modified, extended or replaced from time to time) in the aggregate face amount as of Fifteen the date hereof of Forty Million Dollars ($15,000,000.0040,000,000) executed and delivered by Borrower Pledgor to Bank Lender pursuant to the Loan Agreement; (iib) the due and punctual performance and observance by the Obligors Pledgor of their respective agreements, obligations, liabilities and duties under the Loan Documents, including, without limitation the Loan Agreement and the Guarantyall other Borrower’s Liabilities; (iiic) the due and punctual performance and observance by the Pledgor of all of its agreements, obligations, liabilities and duties under this Collateral Assignment Pledge Agreement, the Loan Agreement and the other Loan Documents; (ivd) all debtsamounts due to the Lender under the Senior Notes, obligations including any and all modifications, extensions, renewals or liabilities of every kind refinancings thereof and description of any one or more of the Obligors to Bank, now due or to become due, direct or indirect, absolute or contingent, presently existing or hereafter arising, joint or several, secured or unsecured, whether for payment or performance, regardless of how the same arise or by what instrument, agreement or book account they may be evidenced, or whether evidenced by any instrument, agreement or book account, including, without limitation, all loans principal, interest and other amounts due under the Senior Notes; (including e) all sums advanced by, or on behalf of, the Lender in connection with, or relating to, the Loan Agreement, the Senior Notes or the Pledged Stock including, without limitation, any loan by renewal or extension), all overdrafts, all guarantees and all sums advanced to preserve the Pledged Stock, or to perfect the Lender’s security interest in the Pledged Stock; (f) in the event of any proceeding to enforce the satisfaction of the obligations, or any of them, or to preserve and protect their rights under the Loan Agreement, the Senior Notes, this Pledge Agreement or any other evidences agreement, document or instrument relating to the transactions contemplated in the Loan Agreement, the reasonable expenses of retaking, holding, preparing for sale, selling or otherwise disposing of or realizing on the Pledged Stock, or of any exercise by the Lender of its rights, together with reasonable attorneys' fees, expenses and court costs; (g) any indebtedness, howsoever ownedobligation or liability of the Pledgor to the Lender, held whether direct or acquired by indirect, joint or several, absolute or contingent, now or hereafter existing, however created or arising and however evidenced; (h) any indebtedness, obligation or liability of the BankPledgor under or in connection with any Interest Rate Protection Agreement; and (vi) all costs incurred by Bank Lender to obtain, perfect, preserve and enforce the liens and security interests granted by this Collateral Assignment Pledge Agreement, the Loan Agreement and the other Loan Documents, to collect the Obligations Secured Hereby (as hereinafter defined) and to maintain and preserve the Pledged CollateralStock, with such costs including but not limited to including, without limitation, expenditures made by Bank Lender for reasonable attorneys' ’ fees and other legal expenses and expenses of collection, possession and sale of the Pledged CollateralStock, together with interest on all such costs at the Default Rate (the foregoing subsections (a) through (i), (ii), (iii), (iv), and (v) are collectively referred to herein as the "“Obligations Secured Hereby"”). Notwithstanding anything above in this Section 2 to the contrary, the Pledged Stock shall not be collateral security for amounts outstanding under the Subordinated Debenture that are deemed to be Tier 2 Capital of Pledgor in accordance with the rules and regulations of the FRB applicable to the capital status of the subordinated debt of bank holding companies, without giving effect to the limitation imposed by the second sentence of 12 C.F.R. §250.166(e), which limits the capital treatment of subordinated debt during the five years immediately preceding the maturity date of the subordinated debt.

Pledge and Grant of Security Interests. Pledgor hereby pledges, collaterally assigns, hypothecates and transfers to Bank Lender all Pledged Stock, together with appropriate undated assignments separate from the Certificates duly executed in blank, and hereby grants to and creates in favor of Bank Lender liens and security interests in the Pledged Stock as collateral security for (ia) the due and punctual payment when due (whether at maturity, by acceleration or otherwise) in full of all amounts due under the Term Promissory Note Senior Loans (as the same may be amended, restated, supplemented, modified, extended or replaced from time to time) in the aggregate face amount as of Fifteen Million Dollars (the date hereof of $15,000,000.00) 25,000,000 executed and delivered by Borrower Pledgor to Bank Lender pursuant to the Loan Agreement; (iib) the due and punctual performance and observance by the Obligors Pledgor of their respective agreements, obligations, liabilities and duties under the Loan Documents, including, without limitation the Loan Agreement and the Guarantyall other Borrower’s Liabilities; (iiic) the due and punctual performance and observance by the Pledgor of all of its agreements, obligations, liabilities and duties under this Collateral Assignment Pledge Agreement, the Loan Agreement and the other Loan Documents; (ivd) all debtsamounts due to the Lender under the Senior Notes, obligations including any and all modifications, extensions, renewals or liabilities of every kind refinancings thereof and description of any one or more of the Obligors to Bank, now due or to become due, direct or indirect, absolute or contingent, presently existing or hereafter arising, joint or several, secured or unsecured, whether for payment or performance, regardless of how the same arise or by what instrument, agreement or book account they may be evidenced, or whether evidenced by any instrument, agreement or book account, including, without limitation, all loans principal, interest and other amounts due under the Senior Notes; (including e) all sums advanced by, or on behalf of, the Lender in connection with, or relating to, the Loan Agreement, the Senior Notes or the Pledged Stock including, without limitation, any loan by renewal or extension), all overdrafts, all guarantees and all sums advanced to preserve the Pledged Stock, or to perfect the Lender’s security interest in the Pledged Stock; (f) in the event of any proceeding to enforce the satisfaction of the obligations, or any of them, or to preserve and protect their rights under the Loan Agreement, the Senior Notes, this Pledge Agreement or any other evidences agreement, document or instrument relating to the transactions contemplated in the Loan Agreement, the reasonable expenses of retaking, holding, preparing for sale, selling or otherwise disposing of or realizing on the Pledged Stock, or of any exercise by the Lender of its rights, together with reasonable attorneys’ fees, expenses and court costs; (g) any indebtedness, howsoever ownedobligation or liability of the Pledgor to the Lender, held whether direct or acquired by indirect, joint or several, absolute or contingent, now or hereafter existing, however created or arising and however evidenced; (h) any indebtedness, obligation or liability of the BankPledgor under or in connection with any Interest Rate Protection Agreement; and (vi) all costs incurred by Bank Lender to obtain, perfect, preserve and enforce the liens and security interests granted by this Collateral Assignment Pledge Agreement, the Loan Agreement and the other Loan Documents, to collect the Obligations Secured Hereby (as hereinafter defined) and to maintain and preserve the Pledged CollateralStock, with such costs including but not limited to including, without limitation, expenditures made by Bank Lender for reasonable attorneys' ’ fees and other legal expenses and expenses of collection, possession and sale of the Pledged CollateralStock, together with interest on all such costs at the Default Rate (the foregoing subsections (a) through (i), (ii), (iii), (iv), and (v) are collectively referred to herein as the "“Obligations Secured Hereby"”).. Notwithstanding anything above in this Section 2 to the contrary, the Pledged Stock shall not be collateral security for amounts outstanding under the Subordinated Debenture that are deemed to be Tier 2 Capital of Pledgor in accordance with the rules and regulations of the FRB applicable to the capital status of the subordinated debt of bank holding companies, without giving effect to the limitation imposed by the second sentence of 12 C.F.R. §250.166(e), which limits the capital treatment of subordinated debt during the five years immediately preceding the maturity date of the subordinated debt. Pledge Agreement German American Bancorp, Inc. XX Xxxxxx Xxxxx Bank, N.A.

Pledge and Grant of Security Interests. The Pledgor hereby pledges, collaterally assigns, hypothecates and transfers to Bank the Lender all Pledged Stock, together with appropriate undated assignments separate from the Certificates duly executed in blank, and hereby grants to and creates in favor of Bank the Lender liens and security interests in the Pledged Stock as collateral security for (ia) the due and punctual payment when due (whether at maturity, by acceleration or otherwise) in full of all amounts due under the Term Promissory Note Senior Notes (as the same may be amended, restated, supplemented, modified, extended or replaced from time to time) in the aggregate face amount as of Fifteen the date hereof of Twelve Million Dollars ($15,000,000.0012,000,000) executed and delivered by the Borrower to Bank the Lender pursuant to the Loan Agreement; (iib) the due and punctual performance and observance by the Obligors Borrower of their respective agreements, obligations, liabilities and duties under the Loan Documents, including, without limitation the Loan Agreement and the Guarantyall other Borrower’s Liabilities; (iiic) the due and punctual performance and observance by the Pledgor Borrower of all of its agreements, obligations, liabilities and duties under the Loan Agreement and the other Loan Documents and the Pledgor under this Collateral Assignment Pledge Agreement; (ivd) all debtsamounts due to the Lender under the Senior Notes, obligations including any and all modifications, extensions, renewals or liabilities of every kind refinancings thereof and description of any one or more of the Obligors to Bank, now due or to become due, direct or indirect, absolute or contingent, presently existing or hereafter arising, joint or several, secured or unsecured, whether for payment or performance, regardless of how the same arise or by what instrument, agreement or book account they may be evidenced, or whether evidenced by any instrument, agreement or book account, including, without limitation, all loans principal, interest and other amounts due under the Senior Notes; (including e) all sums advanced by, or on behalf of, the Lender in connection with, or relating to, the Loan Agreement, the Senior Notes or the Pledged Stock including, without limitation, any loan by renewal or extension), all overdrafts, all guarantees and all sums advanced to preserve the Pledged Stock, or to perfect the Lender’s security interest in the Pledged Stock; (1) in the event of any proceeding to enforce the satisfaction of the obligations, or any of them, or to preserve and protect their rights under the Loan Agreement, the Senior Notes, this Pledge Agreement or any other evidences agreement, document or instrument relating to the transactions contemplated in the Loan Agreement, the reasonable expenses of retaking, holding, preparing for sale, selling or otherwise disposing of or realizing on the Pledged Stock, or of any exercise by the Lender of its rights, together with reasonable attorneys’ fees, expenses and court costs; (g) any indebtedness, howsoever ownedobligation or liability of the Pledgor to the Lender, held whether direct or acquired by indirect, joint or several, absolute or contingent, now or hereafter existing, however created or arising and however evidenced; (h) any indebtedness, obligation or liability of the BankPledgor under or in connection with any interest rate swap, cap, collar or other hedging or derivative agreement, to which the Lender or any affiliate of the Lender is the counterparty, intended to mitigate interest rate risk, along with any other related agreement or instrument executed in connection therewith; and (vi) all costs incurred by Bank the Lender to obtain, perfect, preserve and enforce the liens and security interests granted by this Collateral Assignment Pledge Agreement, the Loan Agreement and the other Loan Documents, to collect the Obligations Secured Hereby (as hereinafter defineddefined below) and to maintain and preserve the Pledged CollateralStock, with such costs including but not limited to including, without limitation, expenditures made by Bank the Lender for reasonable attorneys' ’ fees and other legal expenses and expenses of collection, possession and sale of the Pledged CollateralStock, together with interest on all such costs at the Default Rate (the foregoing subsections (i), a) through (ii), (iii), (iv), and (vh) are collectively referred to herein as the "“Obligations Secured Hereby"”). Notwithstanding anything above in this Article H to the contrary, (a) the Pledged Stock shall not be collateral security for amounts outstanding under the Subordinated Debenture that are deemed to be Tier 2 Capital of the Borrower in accordance with the rules and regulations of the FRB applicable to the capital status of the subordinated debt of bank holding companies, without giving effect to the limitation imposed by the second sentence of 12 C.F.R. 250.166(e)(1), which limits the capital treatment of subordinated debt during the five years immediately preceding the maturity date of the subordinated debt, and (b) the “Obligations Secured Hereby” shall not include amounts outstanding under the Subordinated Debenture.

Pledge and Grant of Security Interests. Pledgor hereby pledges, collaterally assigns, hypothecates and transfers to Bank Collateral Agent, for the ratable benefit of the Creditors, all Pledged Stock, together with appropriate undated assignments separate from the Certificates duly executed in blank, and hereby grants to and creates in favor of Bank Collateral Agent, for the ratable benefit of Creditors, continuing liens and security interests in the Pledged Stock as collateral security for for: (ia) the due and punctual payment when due (whether at maturitypayment, by acceleration or otherwise) in full of all amounts due under the Term Promissory Note in the aggregate amount of Fifteen Million Dollars ($15,000,000.00) executed and delivered by Borrower to Bank pursuant to the Loan Agreement; (ii) the due and punctual performance and observance by the Obligors of their respective agreements, obligations, liabilities and duties under the Loan Documents, including, without limitation the Loan Agreement and the Guaranty; (iii) the due and punctual performance and observance by the Pledgor of all of its agreements, obligations, liabilities and duties under this Collateral Assignment AgreementObligations; (ivb) all debts, obligations or liabilities of every kind and description of any one or more of the Obligors to Bank, now due or to become due, direct or indirect, absolute or contingent, presently existing or hereafter arising, joint or several, secured or unsecured, whether for payment or performance, regardless of how the same arise or by what instrument, agreement or book account they may be evidencedreasonable sums advanced by, or whether evidenced by any instrumenton behalf of, agreement Collateral Agent and Creditors in connection with or book account, relating to this Pledge Agreement or the Pledged Stock including, without limitation, all loans (including any loan by renewal or extension), all overdrafts, all guarantees and all other evidences sums advanced to preserve the Pledged Stock, or to perfect Collateral Agent’s lien in the Pledged Stock; (c) in the event of indebtednessany proceeding to enforce the satisfaction of the Obligations, howsoever ownedthe reasonable expenses of retaking, held holding, preparing for sale, selling or acquired otherwise disposing of or realizing on the Pledged Stock, or of any exercise by the BankCollateral Agent of its rights, together with reasonable attorneys’ fees, expenses and court costs; and (vd) all costs incurred by Bank Collateral Agent to obtain, perfect, preserve and enforce the liens and security interests granted by this Pledge Agreement and the other Collateral Assignment AgreementDocuments, to collect the Obligations Secured Hereby (as hereinafter defined) and to maintain and preserve the Pledged CollateralStock, with such reasonable costs including but not limited to including, without limitation, reasonable expenditures made by Bank Collateral Agent for reasonable attorneys' ’ fees and other reasonable legal expenses and expenses of collection, possession and sale of the Pledged CollateralStock, together with interest on all such costs at the rate set forth in clause (ii) of the definition of “Post-Default Rate Rate” set forth in the Credit Agreement or the default rate as set forth in the Senior Notes, whichever is higher, on all such amounts; provided that if such interest exceeds the maximum amount permitted to be paid under applicable law, then such interest shall be reduced to such maximum permitted amount (the foregoing subsections (i), a) through (ii), (iii), (iv), and (vd) are collectively referred to herein as the "“Obligations Secured Hereby"”).

Pledge and Grant of Security Interests. The Pledgor hereby pledges, collaterally assigns, hypothecates and transfers to Bank the Lender all Pledged Stock, together with appropriate undated assignments separate from the Certificates duly executed in blank, and hereby grants to and creates in favor of Bank the Lender liens and security interests in the Pledged Stock as collateral security for (ia) the due and punctual payment when due (whether at maturity, by acceleration or otherwise) in full of all amounts due under the Term Promissory Note Senior Notes (as the same may be amended, restated, supplemented, modified, extended or replaced from time to time) in the aggregate face amount as of Fifteen the date hereof of Twenty Million Five Hundred Thousand Dollars ($15,000,000.0020,500,000) executed and delivered by Borrower the Pledgor to Bank the Lender pursuant to the Loan Agreement; (iib) the due and punctual performance and observance by the Obligors Pledgor of their respective agreements, obligations, liabilities and duties under the Loan Documents, including, without limitation the Loan Agreement and the Guarantyall other Borrower’s Liabilities; (iiic) the due and punctual performance and observance by the Pledgor of all of its agreements, obligations, liabilities and duties under this Collateral Assignment Pledge Agreement, the Loan Agreement and the other Loan Documents; (ivd) all debtsamounts due to the Lender under the Senior Notes, obligations including any and all modifications, extensions, renewals or liabilities of every kind refinancings thereof and description of any one or more of the Obligors to Bank, now due or to become due, direct or indirect, absolute or contingent, presently existing or hereafter arising, joint or several, secured or unsecured, whether for payment or performance, regardless of how the same arise or by what instrument, agreement or book account they may be evidenced, or whether evidenced by any instrument, agreement or book account, including, without limitation, all loans principal, interest and other amounts due under the Senior Notes; (including e) all sums advanced by, or on behalf of, the Lender in connection with, or relating to, the Loan Agreement, the Senior Notes or the Pledged Stock including, without limitation, any loan by renewal or extension), all overdrafts, all guarantees and all sums advanced to preserve the Pledged Stock, or to perfect the Lender’s security interest in the Pledged Stock; (f) in the event of any proceeding to enforce the satisfaction of the obligations, or any of them, or to preserve and protect their rights under the Loan Agreement, the Senior Notes, this Pledge Agreement or any other evidences agreement, document or instrument relating to the transactions contemplated in the Loan Agreement, the reasonable expenses of retaking, holding, preparing for sale, selling or otherwise disposing of or realizing on the Pledged Stock, or of any exercise by the Lender of its rights, together with reasonable attorneys’ fees, expenses and court costs; (g) any indebtedness, howsoever ownedobligation or liability of the Pledgor to the Lender, held whether direct or acquired by indirect, joint or several, absolute or contingent, now or hereafter existing, however created or arising and however evidenced; (h) any indebtedness, obligation or liability of the BankPledgor under or in connection with any interest rate swap, cap, collar or other hedging or derivative agreement, to which the Lender or any affiliate of the Lender is the counterparty, intended to mitigate interest rate risk, along with any other related agreement or instrument executed in connection therewith; and (vi) all costs incurred by Bank the Lender to obtain, perfect, preserve and enforce the liens and security interests granted by this Collateral Assignment Pledge Agreement, the Loan Agreement and the other Loan Documents, to collect the Obligations Secured Hereby (as hereinafter defineddefined below) and to maintain and preserve the Pledged CollateralStock, with such costs including but not limited to including, without limitation, expenditures made by Bank the Lender for reasonable attorneys' ’ fees and other legal expenses and expenses of collection, possession and sale of the Pledged CollateralStock, together with interest on all such costs at the Default Rate (the foregoing subsections (a) through (i), (ii), (iii), (iv), and (v) are collectively referred to herein as the "“Obligations Secured Hereby"”). Notwithstanding anything above in this Article II to the contrary, the Pledged Stock shall not be collateral security for amounts outstanding under the Subordinated Debenture that are deemed to be Tier 2 Capital of the Pledgor in accordance with the rules and regulations of the FRB applicable to the capital status of the subordinated debt of bank holding companies, without giving effect to the limitation imposed by the second sentence of 12 C.F.R. 250.166(e)(1), which limits the capital treatment of subordinated debt during the five years immediately preceding the maturity date of the subordinated debt.

Pledge and Grant of Security Interests. Pledgor hereby pledges, collaterally assigns, hypothecates and transfers to Bank Lender all Pledged Stock, together with appropriate undated assignments separate from the Certificates duly executed in blank, and hereby grants to and creates in favor of Bank Lender liens and security interests in the Pledged Stock as collateral security for (ia) the due and punctual payment when due (whether at maturity, by acceleration or otherwise) in full of all amounts due under the Term Promissory Note Senior Loans (as the same may be amended, restated, supplemented, modified, extended or replaced from time to time) in the aggregate face amount as of Fifteen Million Dollars (the date hereof of $15,000,000.00) 25,000,000 executed and delivered by Borrower Pledgor to Bank Lender pursuant to the Loan Agreement; (iib) the due and punctual performance and observance by the Obligors Pledgor of their respective agreements, obligations, liabilities and duties under the Loan Documents, including, without limitation the Loan Agreement and the Guarantyall other Borrower’s Liabilities; (iiic) the due and punctual performance and observance by the Pledgor of all of its agreements, obligations, liabilities and duties under this Collateral Assignment Pledge Agreement, the Loan Agreement and the other Loan Documents; (ivd) all debtsamounts due to the Lender under the Senior Notes, obligations including any and all modifications, extensions, renewals or liabilities of every kind refinancings thereof and description of any one or more of the Obligors to Bank, now due or to become due, direct or indirect, absolute or contingent, presently existing or hereafter arising, joint or several, secured or unsecured, whether for payment or performance, regardless of how the same arise or by what instrument, agreement or book account they may be evidenced, or whether evidenced by any instrument, agreement or book account, including, without limitation, all loans principal, interest and other amounts due under the Senior Notes; (including e) all sums advanced by, or on behalf of, the Lender in connection with, or relating to, the Loan Agreement, the Senior Notes or the Pledged Stock including, without limitation, any loan by renewal or extension), all overdrafts, all guarantees and all sums advanced to preserve the Pledged Stock, or to perfect the Lender’s security interest in the Pledged Stock; (f) in the event of any proceeding to enforce the satisfaction of the obligations, or any of them, or to preserve and protect their rights under the Loan Agreement, the Senior Notes, this Pledge Agreement or any other evidences agreement, document or instrument relating to the transactions contemplated in the Loan Agreement, the reasonable expenses of retaking, holding, preparing for sale, selling or otherwise disposing of or realizing on the Pledged Stock, or of any exercise by the Lender of its rights, together with reasonable attorneys’ fees, expenses and court costs; (g) any indebtedness, howsoever ownedobligation or liability of the Pledgor to the Lender, held whether direct or acquired by indirect, joint or several, absolute or contingent, now or hereafter existing, however created or arising and however evidenced; (h) any indebtedness, obligation or liability of the BankPledgor under or in connection with any Interest Rate Protection Agreement; and (vi) all costs incurred by Bank Lender to obtain, perfect, preserve and enforce the liens and security interests granted by this Collateral Assignment Pledge Agreement, the Loan Agreement and the other Loan Documents, to collect the Obligations Secured Hereby (as hereinafter defined) and to maintain and preserve the Pledged CollateralStock, with such costs including but not limited to including, without limitation, expenditures made by Bank Lender for reasonable attorneys' ’ fees and other legal expenses and expenses of collection, possession and sale of the Pledged CollateralStock, together with interest on all such costs at the Default Rate (the foregoing subsections (a) through (i), (ii), (iii), (iv), and (v) are collectively referred to herein as the "“Obligations Secured Hereby"”).. Notwithstanding anything above in this Section 2 to the contrary, the Pledged Stock shall not be collateral security for amounts outstanding under the Subordinated Debenture that are deemed to be Tier 2 Capital of Pledgor in accordance with the rules and regulations of the FRB applicable to the capital status of the subordinated debt of bank holding companies, without giving effect to the limitation imposed by the second sentence of 12 C.F.R. §250.166(e), which limits the capital treatment of subordinated debt during the five years immediately preceding the maturity date of the subordinated debt. Second Amended and Restated Loan and German American Bancorp, Inc./ JX Xxxxxx Cxxxx Bank, N.A.

Pledge and Grant of Security Interests. Pledgor hereby pledges, collaterally assigns, hypothecates and transfers to Bank Administrative Agent, for the benefit of Lenders, all Pledged Stock, together with appropriate undated assignments separate from the Certificates duly executed in blank, and hereby grants to and creates in favor of Bank liens Administrative Agent, for the benefit of Lenders, Liens and security interests in the Pledged Stock as collateral security for for: (ia) the due and punctual payment when due (whether at maturitypayment, performance and observance by acceleration or otherwise) in full Pledgor of all amounts due under the Term Promissory Note in the aggregate amount of Fifteen Million Dollars ($15,000,000.00) executed and delivered by Borrower to Bank pursuant to the Loan AgreementObligations; (iib) the due and punctual performance and observance by the Obligors of their respective agreements, obligations, liabilities and duties under the Loan Documents, including, without limitation the Loan Agreement and the Guaranty; (iii) the due and punctual performance and observance by the Pledgor of all of its agreements, obligations, liabilities and duties under this Collateral Assignment Pledge Agreement, the Credit Agreement and the other Loan Documents; (ivc) all debts, obligations or liabilities of every kind and description of any one or more of the Obligors to Bank, now due or to become due, direct or indirect, absolute or contingent, presently existing or hereafter arising, joint or several, secured or unsecured, whether for payment or performance, regardless of how the same arise or by what instrument, agreement or book account they may be evidencedsums advanced by, or whether evidenced by any instrumenton behalf of, agreement Administrative Agent and Lenders in connection with, or book accountrelating to, the Credit Agreement, this Pledge Agreement, the other Loan Documents or the Pledged Stock including, without limitation, all loans (including any loan by renewal or extension), all overdrafts, all guarantees and all sums advanced to preserve the Pledged Stock, or to perfect Administrative Agent’s Lien in the Pledged Stock; (d) in the event of any proceeding to enforce the satisfaction of the Obligations, or any of them, or to preserve and protect their rights under the Credit Agreement, this Pledge Agreement or any other evidences agreement, document or instrument relating to the transactions contemplated in the Credit Agreement, the reasonable expenses of indebtednessretaking, howsoever ownedholding, held preparing for sale, selling or acquired otherwise disposing of or realizing on the Pledged Stock, or of any exercise by the BankAdministrative Agent of its rights, together with reasonable attorneys’ fees, expenses and court costs; and (ve) all costs incurred by Bank Administrative Agent to obtain, perfect, preserve and enforce the liens Liens and security interests granted by this Collateral Assignment Pledge Agreement, the Credit Agreement and the other Loan Documents, to collect the Obligations Secured Hereby (as hereinafter defined) and to maintain and preserve the Pledged CollateralStock, with such costs including but not limited to including, without limitation, expenditures made by Bank Administrative Agent for reasonable attorneys' ’ fees and other legal expenses and expenses of collection, possession and sale of the Pledged CollateralStock, together with interest Default Interest on all such costs at the Default Rate amounts (the foregoing subsections (i), a) through (ii), (iii), (iv), and (ve) are collectively referred to herein as the "“Obligations Secured Hereby"”).

Pledge and Grant of Security Interests. Pledgor hereby pledges, collaterally assigns, hypothecates and transfers to Bank Lender all Pledged Stock, together with appropriate undated assignments separate from the Certificates duly executed in blank, and hereby grants to and creates in favor of Bank Lender liens and security interests in the Pledged Stock as collateral security for (ia) the due and punctual payment when due (whether at maturity, by acceleration or otherwise) in full of all amounts due under the Term Promissory Note Senior Notes (as the same may be amended, restated, supplemented, modified, extended or replaced from time to time) in the aggregate face amount as of Fifteen the date hereof of Sixty-Five Million Dollars ($15,000,000.0065,000,000) executed and delivered by Borrower Pledgor to Bank Lender pursuant to the Loan Agreement; (iib) the due and punctual performance and observance by the Obligors Pledgor of their respective agreements, obligations, liabilities and duties under the Loan Documents, including, without limitation the Loan Agreement and the Guarantyall other Borrower’s Liabilities; (iiic) the due and punctual performance and observance by the Pledgor of all of its agreements, obligations, liabilities and duties under this Collateral Assignment Pledge Agreement, the Loan Agreement and the other Loan Documents; (ivd) all debtsamounts due to the Lender under the Senior Notes, obligations including any and all modifications, extensions, renewals or liabilities of every kind refinancings thereof and description of any one or more of the Obligors to Bank, now due or to become due, direct or indirect, absolute or contingent, presently existing or hereafter arising, joint or several, secured or unsecured, whether for payment or performance, regardless of how the same arise or by what instrument, agreement or book account they may be evidenced, or whether evidenced by any instrument, agreement or book account, including, without limitation, all loans principal, interest and other amounts due under the Senior Notes; (including e) all sums advanced by, or on behalf of, the Lender in connection with, or relating to, the Loan Agreement, the Senior Notes or the Pledged Stock including, without limitation, any loan by renewal or extension), all overdrafts, all guarantees and all sums advanced to preserve the Pledged Stock, or to perfect the Lender’s security interest in the Pledged Stock; (f) in the event of any proceeding to enforce the satisfaction of the obligations, or any of them, or to preserve and protect their rights under the Loan Agreement, the Senior Notes, this Pledge Agreement or any other evidences agreement, document or instalment relating to the transactions contemplated in the Loan Agreement, the reasonable expenses of retaking, holding, preparing for sale, selling or otherwise disposing of or realizing on the Pledged Stock, or of any exercise by the Lender of its rights, together with reasonable attorneys’ fees, expenses and court costs; (g) any indebtedness, howsoever ownedobligation or liability of the Pledgor to the Lender, held whether direct or acquired by indirect, joint or several, absolute or contingent, now or hereafter existing, however created or arising and however evidenced; (h) any indebtedness, obligation or liability of the BankPledgor under or in connection with any Interest Rate Protection Agreement; and (vi) all costs incurred by Bank Lender to obtain, perfect, preserve and enforce the liens and security interests granted by this Collateral Assignment Pledge Agreement, the Loan Agreement and the other Loan Documents, to collect the Obligations Secured Hereby (as hereinafter defined) and to maintain and preserve the Pledged CollateralStock, with such costs including but not limited to including, without limitation, expenditures made by Bank Lender for reasonable attorneys' ’ fees and other legal expenses and expenses of collection, possession and sale of the Pledged CollateralStock, together with interest on all such costs at the Default Rate (the foregoing subsections (a) through (i), (ii), (iii), (iv), and (v) are collectively referred to herein as the "“Obligations Secured Hereby"”). Notwithstanding anything above in this Section 2 to the contrary, (i) the Pledged Stock shall not be collateral security for amounts outstanding under the Subordinated Debenture that are deemed to be Tier 2 Capital of Pledgor in accordance with the rules and regulations of the FRB applicable to the capital status of the subordinated debt of bank holding companies, without giving effect to the limitation imposed by the second sentence of 12 C.F.R. §250.166(e), which limits the capital treatment of subordinated debt during the five years immediately preceding the maturity date of the subordinated debt, and (ii) the pledge, collateral assignment, hypothecation, transfer, grant and creation to and in favor of Lender contemplated in the first sentence of this Section 2 with respect to the outstanding capital stock of Piedmont Bank shall be of no force and effect until the consummation of the Piedmont Merger.”

Pledge and Grant of Security Interests. Pledgor hereby pledges, collaterally assigns, hypothecates and transfers to Bank Lender all Pledged Stock, together with appropriate undated assignments separate from the Certificates duly executed in blank, and hereby grants to and creates in favor of Bank Lender liens and security interests in the Pledged Stock as collateral security for (ia) the due and punctual payment when due (whether at maturity, by acceleration or otherwise) in full of all amounts due under the Term Promissory Note Notes evidencing the Senior Loans (as such Notes may be amended, restated, supplemented, modified, extended or replaced from time to time) in the aggregate face amount as of Fifteen the date hereof of Forty Million Dollars ($15,000,000.0040,000,000) executed and delivered by Borrower Pledgor to Bank Lender pursuant to the Loan Agreement; (iib) the due and punctual performance and observance by the Obligors Pledgor of their respective agreements, obligations, liabilities and duties under the Loan Documents, including, without limitation the Loan Agreement and the Guarantyall other Borrower’s Liabilities; (iiic) the due and punctual performance and observance by the Pledgor of all of its agreements, obligations, liabilities and duties under this Collateral Assignment Pledge Agreement, the Loan Agreement and the other Loan Documents; (ivd) all debtsamounts due to the Lender under the Senior Notes, obligations including any and all modifications, extensions, renewals or liabilities of every kind refinancings thereof and description of any one or more of the Obligors to Bank, now due or to become due, direct or indirect, absolute or contingent, presently existing or hereafter arising, joint or several, secured or unsecured, whether for payment or performance, regardless of how the same arise or by what instrument, agreement or book account they may be evidenced, or whether evidenced by any instrument, agreement or book account, including, without limitation, all loans principal, interest and other amounts due under the Senior Notes; (including e) all sums advanced by, or on behalf of, the Lender in connection with, or relating to, the Loan Agreement, the Senior Notes or the Pledged Stock including, without limitation, any loan by renewal or extension), all overdrafts, all guarantees and all sums advanced to preserve the Pledged Stock, or to perfect the Lender’s security interest in the Pledged Stock; (f) in the event of any proceeding to enforce the satisfaction of the obligations, or any of them, or to preserve and protect their rights under the Loan Agreement, the Senior Notes, this Pledge Agreement or any other evidences agreement, document or instrument relating to the transactions contemplated in the Loan Agreement, the reasonable expenses of retaking, holding, preparing for sale, selling or otherwise disposing of or realizing on the Pledged Stock, or of any exercise by the Lender of its rights, together with reasonable attorneys’ fees, expenses and court costs; (g) any indebtedness, howsoever ownedobligation or liability of the Pledgor to the Lender, held whether direct or acquired by indirect, joint or several, absolute or contingent, now or hereafter existing, however created or arising and however evidenced; (h) any indebtedness, obligation or liability of the BankPledgor under or in connection with any Interest Rate Protection Agreement; and (vi) all costs incurred by Bank Lender to obtain, perfect, preserve and enforce the liens and security interests granted by this Collateral Assignment Pledge Agreement, the Loan Agreement and the other Loan Documents, to collect the Obligations Secured Hereby (as hereinafter defined) and to maintain and preserve the Pledged CollateralStock, with such costs including but not limited to including, without limitation, expenditures made by Bank Lender for reasonable attorneys' ’ fees and other legal expenses and expenses of collection, possession and sale of the Pledged CollateralStock, together with interest on all such costs at the Default Rate (the foregoing subsections (a) through (i), (ii), (iii), (iv), and (v) are collectively referred to herein as the "“Obligations Secured Hereby"”). Notwithstanding anything above in this Section 2 to the contrary, the Pledged Stock shall not be collateral security for amounts outstanding under the Subordinated Debenture that are deemed to be Tier 2 Capital of Pledgor in accordance with the rules and regulations of the FRB applicable to the capital status of the subordinated debt of bank holding companies, without giving effect to the limitation imposed by the second sentence of 12 C.F.R. §250.166(e), which limits the capital treatment of subordinated debt during the five years immediately preceding the maturity date of the subordinated debt.”

Pledge and Grant of Security Interests. Pledgor hereby pledges, assigns, hypothecates and transfers to Bank all Pledged StockCollateral, together with appropriate undated assignments separate from the Certificates Pledged Notes duly executed in blank, and hereby grants to and creates in favor of Bank liens and security interests in the Pledged Stock Collateral as collateral security for (i) the due and punctual payment when due (whether at maturity, by acceleration or otherwise) in full of all amounts due under the Term Promissory Note in the aggregate amount of Fifteen Million Dollars ($15,000,000.00) executed and delivered by Borrower to Bank pursuant to the Loan Agreement; (ii) the due and punctual performance and observance by the Obligors of their respective agreements, obligations, liabilities and duties under the Loan Documents, including, without limitation the Loan Agreement and the Guaranty; (iii) the due and punctual performance and observance by the Pledgor of all of its agreements, obligations, liabilities and duties under this Collateral Assignment Agreement; (iv) all debts, obligations or liabilities of every kind and description of any one or more of the Obligors to Bank, now due or to become due, direct or indirect, absolute or contingent, presently existing or hereafter arising, joint or several, secured or unsecured, whether for payment or performance, regardless of how the same arise or by what instrument, agreement or book account they may be evidenced, or whether evidenced by any instrument, agreement or book account, including, without limitation, all loans (including any loan by renewal or extension), all overdrafts, all guarantees and all other evidences of indebtedness, howsoever owned, held or acquired by the Bank; and (v) all costs incurred by Bank to obtain, perfect, preserve and enforce the liens and security interests granted by this Collateral Assignment Agreement, to collect the Obligations Secured Hereby (as hereinafter defined) and to maintain and preserve the Pledged Collateral, with such costs including but not limited to expenditures made by Bank for reasonable attorneys' fees and other legal expenses and expenses of collection, possession and sale of the Pledged Collateral, together with interest on all such costs at the Default Rate (the foregoing subsections (i), (ii), (iii), (iv), and (v) are collectively referred to herein as the "Obligations Secured Hereby").

Pledge and Grant of Security Interests. Pledgor hereby pledges, collaterally assigns, hypothecates and transfers to Bank Lender all Pledged Stock, together with appropriate undated assignments separate from the Certificates duly executed in blank, and hereby grants to and creates in favor of Bank Lender liens and security interests in the Pledged Stock as collateral security for (ia) the due and punctual payment when due (whether at maturity, by acceleration or otherwise) in full of all amounts due under the Term Promissory Note Senior Notes (as the same may be amended, restated, supplemented, modified, extended or replaced from time to time) in the aggregate face amount as of Fifteen the date hereof of Twelve Million Dollars ($15,000,000.0012,000,000) executed and delivered by Borrower Pledgor to Bank Lender pursuant to the Loan Agreement; (iib) the due and punctual performance and observance by the Obligors Pledgor of their respective agreements, obligations, liabilities and duties under the Loan Documents, including, without limitation the Loan Agreement and the Guarantyall other Borrower's Liabilities; (iiic) the due and punctual performance and observance by the Pledgor of all of its agreements, obligations, liabilities and duties under this Collateral Assignment Pledge Agreement, the Loan Agreement and the other Loan Documents; (ivd) all debtsamounts due to the Lender under the Senior Notes, obligations including any and all modifications, extensions, renewals or liabilities of every kind refinancings thereof and description of any one or more of the Obligors to Bank, now due or to become due, direct or indirect, absolute or contingent, presently existing or hereafter arising, joint or several, secured or unsecured, whether for payment or performance, regardless of how the same arise or by what instrument, agreement or book account they may be evidenced, or whether evidenced by any instrument, agreement or book account, including, without limitation, all loans principal, interest and other amounts due under the Senior Notes; (including e) all sums advanced by, or on behalf of, the Lender in connection with, or relating to, the Loan Agreement, the Senior Notes or the Pledged Stock including, without limitation, any loan by renewal or extension), all overdrafts, all guarantees and all sums advanced to preserve the Pledged Stock, or to perfect the Lender's security interest in the Pledged Stock; (f) in the event of any proceeding to enforce the satisfaction of the obligations, or any of them, or to preserve and protect their rights under the Loan Agreement, the Senior Notes, this Pledge Agreement or any other evidences agreement, document or instrument relating to the transactions contemplated in the Loan Agreement, the reasonable expenses of retaking, holding, preparing for sale, selling or otherwise disposing of or realizing on the Pledged Stock, or of any exercise by the Lender of its rights, together with reasonable attorneys' fees, expenses and court costs; (g) any indebtedness, howsoever ownedobligation or liability of the Pledgor to the Lender, held whether direct or acquired by indirect, joint or several, absolute or contingent, now or hereafter existing, however created or arising and however evidenced; (h) any indebtedness, obligation or liability of the BankPledgor under or in connection with any Interest Rate Protection Agreement; and (vi) all costs incurred by Bank Lender to obtain, perfect, preserve and enforce the liens and security interests granted by this Collateral Assignment Pledge Agreement, the Loan Agreement and the other Loan Documents, to collect the Obligations Secured Hereby (as hereinafter defined) and to maintain and preserve the Pledged CollateralStock, with such costs including but not limited to including, without limitation, expenditures made by Bank Lender for reasonable attorneys' fees and other legal expenses and expenses of collection, possession and sale of the Pledged CollateralStock, together with interest on all such costs at the Default Rate (the foregoing subsections (a) through (i), (ii), (iii), (iv), and (v) are collectively referred to herein as the "Obligations Secured HerebyOBLIGATIONS SECURED HEREBY"). Notwithstanding anything above in this Section 2 to the contrary, the Pledged Stock shall not be collateral security for amounts outstanding under the Subordinated Debenture that are deemed to be Tier 2 Capital of Pledgor in accordance with the rules and regulations of the FRB applicable to the capital status of the subordinated debt of bank holding companies, without giving effect to the limitation imposed by the second sentence of 12 C.F.R. ss.250.166(e), which limits the capital treatment of subordinated debt during the five years immediately preceding the maturity date of the subordinated debt.

Pledge and Grant of Security Interests. Pledgor hereby pledges, collaterally assigns, hypothecates and transfers to Bank Lender all of the Pledged Stock, together with appropriate undated assignments separate from the Certificates duly executed in blank, and hereby grants to and creates in favor of Bank Lender liens and security interests in the Pledged Stock as collateral security for for: (ia) the due and punctual payment when due (whether at maturity, by acceleration or otherwise) in full of all amounts due under the Term Promissory Note Senior Notes (as the same may be amended, restated, supplemented, modified, extended or replaced from time to time) in the aggregate face amount as of Fifteen Million Dollars the date hereof of THIRTY MILLION FIVE HUNDRED THOUSAND DOLLARS ($15,000,000.0030,500,000) executed and delivered by Borrower Pledgor to Bank Lender pursuant to the Loan Agreement; (iib) the due and punctual performance and observance by the Obligors Pledgor of their respective agreements, obligations, liabilities and duties under the Loan Documents, including, without limitation the Loan Agreement and the Guarantyall other Pledgor’s Liabilities; (iiic) the due and punctual performance and observance by the Pledgor of all of its agreements, obligations, liabilities and duties under this Collateral Assignment Pledge Agreement, the Loan Agreement and the other Loan Documents; (ivd) all debtsamounts due to Lender under the Senior Notes, obligations including any and all modifications, extensions, renewals or liabilities of every kind refinancings thereof and description of any one or more of the Obligors to Bank, now due or to become due, direct or indirect, absolute or contingent, presently existing or hereafter arising, joint or several, secured or unsecured, whether for payment or performance, regardless of how the same arise or by what instrument, agreement or book account they may be evidenced, or whether evidenced by any instrument, agreement or book account, including, without limitation, all loans principal, interest and other amounts due under the Senior Notes; (including e) all sums advanced by, or on behalf of, Lender in connection with, or relating to, the Loan Agreement, the Senior Notes or the Pledged Stock including, without limitation, any loan by renewal or extension), all overdrafts, all guarantees and all sums advanced to preserve the Pledged Stock, or to perfect Lender’s security interest in the Pledged Stock; (f) in the event of any proceeding to enforce the satisfaction of the obligations, or any of them, or to preserve and protect their rights under the Loan Agreement, the Senior Notes, this Pledge Agreement or any other evidences agreement, document or instrument relating to the transactions contemplated in the Loan Agreement, the reasonable expenses of retaking, holding, preparing for sale, selling or otherwise disposing of or realizing on the Pledged Stock, or of any exercise by Lender of its rights, together with reasonable attorneys’ fees, expenses and court costs; (g) any indebtedness, howsoever ownedobligation or liability of Pledgor to Lender, held whether direct or acquired by the Bankindirect, joint or several, absolute or contingent, now or hereafter existing, however created or arising and however evidenced; (h) any indebtedness, obligation or liability of Pledgor under or in connection with any Interest Rate Protection Agreement; and (vi) all costs incurred by Bank Lender to obtain, perfect, preserve and enforce the liens and security interests granted by this Collateral Assignment Pledge Agreement, the Loan Agreement and the other Loan Documents, to collect the Obligations Secured Hereby (as hereinafter defined) and to maintain and preserve the Pledged CollateralStock, with such costs including but not limited to including, without limitation, expenditures made by Bank Lender for reasonable attorneys' ’ fees and other legal expenses and expenses of collection, possession and sale of the Pledged CollateralStock, together with interest on all such costs at the Default Rate (the foregoing subsections (a) through (i), (ii), (iii), (iv), and (v) are collectively referred to herein as the "“Obligations Secured Hereby"”). Notwithstanding anything above in this Section 2 to the contrary, the Pledged Stock shall not be collateral security for amounts outstanding under the Subordinated Debenture that are deemed to be Tier 2 Capital of Pledgor in accordance with the rules and regulations of the FRB applicable to the capital status of the subordinated debt of bank holding companies, without giving effect to the limitation imposed by the second sentence of 12 C.F.R. §250.166(e), which limits the capital treatment of subordinated debt during the five years immediately preceding the maturity date of the subordinated debt.