Common use of Conditions of Effectiveness Clause in Contracts

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Certificate stating that (i) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (ii) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware in connection with the Merger.

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, ; provided, however, that: (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Certificate stating that (i) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (ii) the Merger and this First Supplemental Indenture complies comply with the requirements of Article Articles IX and XI of the Indenture; (iii) this First Supplemental Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; and (iiiiv) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware Florida and the Secretary of State of the State of Georgia articles or a certificate of merger in connection with the Merger.

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Certificate stating that (i) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (ii) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware a Certificate of Merger in connection with the Merger.

Conditions of Effectiveness. This First Second Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Second Supplemental Indenture and shall have received one or more counterparts of this First Second Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Certificate stating that (i) this First Second Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this First Second Supplemental Indenture have been complied with; (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and this First Second Supplemental Indenture have been complied with; (ii) this First Second Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Second Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Second Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware in connection with the Merger.

Conditions of Effectiveness. (a) This First Supplemental Indenture Amendment shall become effective simultaneously with the effectiveness as of the Merger, provided, however, that:date (the “Amendment Effective Date”) that each of the following conditions precedent shall have been satisfied (or waived in accordance with Section 10.2 of the Credit Agreement): (a1) the Trustee The Administrative Agent shall have executed received (which may be by electronic transmission), in form and substance satisfactory to the Administrative Agent, a counterpart of this First Supplemental Indenture and Amendment which shall have received one or more counterparts of this First Supplemental Indenture been executed by the Successor Company Administrative Agent, the Issuing Bank, the Lenders and the CompanyBorrower (which may be by PDF transmission); (2) Each of the representations and warranties set forth in Section 6 of this Amendment shall be true and correct; (3) Since September 30, 2017, no Material Adverse Effect has occurred and is continuing, or reasonably be expected to have occurred and be continuing; and (4) Borrower shall have paid all fees and expenses due and owing to the Lenders, the Administrative Agent and the Sole Lead Arranger on or prior to the Amendment Effective Date pursuant to the terms of this Amendment (including, but not limited to, reasonable attorneys’ fees of counsel to the Administrative Agent (but limited to one primary outside counsel for the Administrative Agent and Lead Arranger)). (b) Without limiting the Trustee generality of the provisions of Sections 3.1 and 3.2 of the Credit Agreement, for purposes of determining compliance with the conditions specified in Section 5(a), each Lender that has signed this Amendment (and its permitted successors and assigns) shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received an Officers’ Certificate stating that (i) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating written notice from such Lender prior to the Merger and this First Supplemental Indenture have been complied with; (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (ii) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware in connection with the Mergerproposed Amendment Effective Date specifying its objection thereto.

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Certificate stating that (i) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (ii) the Merger and this First Supplemental Indenture complies comply with the requirements of Article Articles IX and XI of the Indenture; (iii) this First Supplemental Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; and (iiiiv) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware Florida and the Secretary of State of the State of Georgia articles of merger in connection with the Merger.

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed and delivered a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Company, the Successor Company Guarantor and the CompanyGuarantor; (b) the Trustee shall have received an Officers’ Certificate stating that (i) in the opinion of the signers, the Merger and this First Supplemental Indenture complies comply with the requirements of Article IX VIII of the Indenture; and Indenture (ii) in the opinion of the signers, all conditions precedent therein (including covenants, compliance with which constitutes a condition precedent, if any, ) provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied withwith and (iii) the execution of this First Supplemental Indenture is authorized or permitted by the Indenture; (c) the Trustee shall have received an Opinion of Counsel to the effect stating that (i) the Merger and this First Supplemental Indenture comply with Article VIII of the Indenture (ii) all conditions precedent therein (including covenants, compliance with which constitutes a condition precedent) provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (ii) this First Supplemental Indenture complies with , subject to the requirements of Article IX of the Indenture assumptions and is authorized or permitted by, qualifications set forth therein and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption Indenture is authorized or permitted by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company Guarantor and the Company Guarantor shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware the Certificate of Merger in connection with the Merger.

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Certificate stating that (i) this First Supplemental Indenture complies with the requirements of Article IX VIII of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (ii) this First Supplemental Indenture complies with the requirements of Article IX VIII of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX VIII of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI VIII of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware Mississippi a Certificate of Merger in connection with the Merger.

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed and delivered a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Company, the Successor Company Guarantor and the CompanyGuarantor; (b) the Trustee shall have received an Officers’ Certificate stating that (i) in the opinion of the signers, the Merger and this First Supplemental Indenture complies comply with the requirements of Article IX VIII of the Indenture; Indenture and (ii) in the opinion of the signers, all conditions precedent, if any, precedent therein provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (c) the Trustee shall have received an Opinion of Counsel to the effect stating that (i) all conditions precedent provided for in the Indenture relating to the Merger and this First Supplemental Indenture comply with Article VIII of the Indenture and (ii) all conditions precedent therein provided for relating to the Merger have been complied with; (ii) this First Supplemental Indenture complies with , subject to the requirements of Article IX of the Indenture assumptions and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenturequalifications set forth therein; and (d) the Successor Company Guarantor and the Company Guarantor shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware the Certificate of Merger in connection with the Merger.

Conditions of Effectiveness. This First Supplemental Indenture Amendment shall become effective simultaneously with the effectiveness and be deemed effective as of the Mergerdate hereof, providedif, howeverand only if, thateach of the following conditions is satisfied: (a) The warranties and representations of the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Successor Company and the Company;Parent contained in Section 3 of this Amendment shall be true and correct as of the date of this Amendment. (b) Executed counterparts of this Amendment, duly executed by the Trustee Company and the holders and acknowledged and agreed to by the Subsidiary Guarantors, shall have received an Officers’ Certificate stating that (i) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture; been delivered to ▇▇▇▇▇▇▇ and (ii) in the opinion of the signers▇▇▇▇▇▇ LLP, all conditions precedent, if any, provided for in the Indenture relating as special counsel to the Merger and this First Supplemental Indenture have been complied with;holders. (c) The holders (or ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, on behalf of the Trustee holders) shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in a true, complete and correct copy of the Indenture amendment to the Credit Agreement relating to the Merger and this First Supplemental Indenture have been complied with; (ii) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution subject matter of this First Supplemental Indenture; and Amendment (ivthe “Credit Agreement Amendment”) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary true, complete and correct copy of the State consent of the State lenders under the Company’s asset backed securities facility (the “ABS Facility”) relating to the subject matter of Delaware this Amendment (the “ABS Consent”), and each of such Credit Agreement Amendment and ABS Consent shall be in full force and effect prior to the effective date of this Amendment or simultaneously therewith. (d) The Company shall have paid the Noteholders’ Amendment Fee. (e) The Company shall have paid the reasonable and documented fees and expenses of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, special counsel to the holders, in connection with the Mergerpreparation, execution and delivery of this Amendment, to the extent invoiced prior to the date hereof.

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Certificate stating that (i) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (ii) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware in connection with the Merger.. LEGAL02/32425160v2

Conditions of Effectiveness. This First Second Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Second Supplemental Indenture and shall have received one or more counterparts of this First Second Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Officer’s Certificate from the Company stating that (i) this First Supplemental Indenture the Merger complies with the requirements of Article IX VIII of the Indenture; Indenture and (ii) in the opinion of the signers, that all conditions precedent, if any, precedent provided for in the Indenture relating to the Merger and this First Second Supplemental Indenture have been complied with; (c) the Trustee shall have received an Opinion one or more Opinions of Counsel to the effect that that: (i) the Merger and this Second Supplemental Indenture comply with the provisions of Section 8.01 of the Indenture; (ii) all conditions precedent provided for in the Indenture relating to the Merger and this First Second Supplemental Indenture have been complied with; (iiiii) this First Second Supplemental Indenture complies with constitutes the requirements of Article IX legal, valid, and binding obligation of the Indenture and is authorized or permitted byCompany, and conforms toenforceable in accordance with its terms, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, subject to join in the execution of this First Supplemental Indenturecustomary exceptions; and (iv) the Merger and the assumption by the Successor Company under execution of this First Second Supplemental Indenture comply with the provisions of Article XI of is authorized or permitted by the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware Tennessee Articles of Merger in connection with the Merger.

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, ; provided, however, that: (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Certificate stating that (i) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (ii) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware Georgia a certificate of merger in connection with the Merger.

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Certificate stating that (i) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (ii) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware Oklahoma a Certificate of Merger in connection with the Merger.

Conditions of Effectiveness. This First Second Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Second Supplemental Indenture and shall have received one or more counterparts of this First Second Supplemental Indenture executed by the Successor Company and the Successor Company; (b) the Trustee shall have received an Officers’ Certificate stating that (i) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent (including covenants compliance with which constitutes a condition precedent), if any, provided for in the Indenture relating to the Merger and this First the Second Supplemental Indenture have been complied with, (ii) the Merger and this Second Supplemental Indenture comply with Article VIII of the Indenture, and (iii) the Trustee’s execution of this Second Supplemental Indenture is authorized or permitted by the Indenture; (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent (including covenants compliance with which constitutes a condition precedent), if any, provided for in the Indenture relating to the Merger and this First the Second Supplemental Indenture have been complied with; , (ii) the Merger and this First Second Supplemental Indenture complies comply with the requirements of Article IX VIII of the Indenture, and (iii) the Trustee’s execution of this Second Supplemental Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware Tennessee and the Maryland State Department of Assessments and Taxation in connection with the Merger.

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Certificate stating that that: (i) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (c) the Trustee shall have received an Opinion of Counsel to the effect that that: (i) all conditions precedent provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (ii) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware Wisconsin a Certificate of Merger in connection with the Merger.

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Officer’s Certificate stating that (i) this First Supplemental Indenture complies with the requirements of Article conditions contained in Articles VIII and IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with;, (ii) the Merger and the First Supplemental Indenture comply with Article VIII of the Indenture and all conditions precedent therein provided for relating to the Merger have been complied with and met, and (iii) the execution of the Supplemental Indenture is authorized by the Indenture. (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and this the execution of the First Supplemental Indenture have been complied with; (ii) the execution of this First Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this the First Supplemental Indenture; and (iv) the Merger and the subsequent assumption by the Successor Company under and this First Supplemental Indenture are permitted under Article VIII of the Indenture and comply with the provisions of Article XI VIII of the Indenture; and (d) the Successor Company and the Company PB Financial shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary Secretaries of the State of the State States of Delaware in connection with the and Georgia a Certificate or Articles of Merger.

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Certificate stating that (i) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, precedent provided for in the Indenture Indenture, including in Articles IX and X, relating to the Merger and the execution of this First Supplemental Indenture Indenture, as applicable, have been complied with, and (ii) the Merger and the execution of this Supplemental Indenture comply with Articles IX and X of the Indenture, as applicable; (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) the Merger complies with Article X of the Indenture, (ii) the execution of this Supplemental Indenture complies with Articles IX and X of the Indenture, and (iii) all conditions precedent provided for in the Indenture Indenture, including in Articles IX and X, relating to the Merger and the execution of this First Supplemental Indenture Indenture, as applicable, have been complied with; (ii) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and; (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware a Certificate of Merger in connection with the Merger.

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Certificate stating that (i) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with;’ (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (ii) the Merger and this First Supplemental Indenture complies comply with the requirements of Article Articles IX and XI of the Indenture; (iii) this First Supplemental Indenture and is authorized or permitted by, and conforms to, the ’terms of Article IX of the Indenture; and (iiiiv) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware Florida and the Secretary of State of the State of Georgia articles of merger in connection with the Merger.

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Certificate stating that (i) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (ii) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State California a Certificate of Delaware Merger in connection with the Merger.

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Certificate stating that (i) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (ii) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida State Department of State; Assessments and (ii) a Certificate of Merger with the Secretary Taxation of the State of the State Maryland Articles of Delaware Merger in connection with the Merger.

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Certificate stating that (i) the Merger and this First Supplemental Indenture complies comply with the requirements of Article IX VIII of the Indenture; and (ii) in the opinion of the signers, all conditions precedent (including covenants compliance with which constitutes a condition precedent, if any, ) provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with;; and (iii) the execution of the First Supplemental Indenture is authorized or permitted by the Indenture, and all conditions precedent provided for in the Indenture relating to such action have been complied with. (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent (including covenants compliance with which constitutes a condition precedent) provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (ii) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI VIII of the Indenture; andand (iii) the execution of the First Supplemental Indenture is authorized or permitted by the Indenture, and all conditions precedent provided for in the Indenture relating to such action have been complied with. (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) the Treasury of the State of New Jersey a Certificate of Merger with the Secretary of the State of the State of Delaware in connection with the Merger.

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ ' Certificate stating that (i) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied withwith and; (ii) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware a Certificate of Merger in connection with the Merger.

Conditions of Effectiveness. This First Second Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, ; provided, however, that: (a) the Trustee shall have executed a counterpart of this First Second Supplemental Indenture and shall have received one or more counterparts of this First Second Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Certificate stating that (i) this First Second Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this First Second Supplemental Indenture have been complied with; (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and this First Second Supplemental Indenture have been complied with; (ii) the Merger and this First Second Supplemental Indenture complies comply with the requirements of Article Articles IX and XI of the Indenture; (iii) this Second Supplemental Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; and (iiiiv) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Second Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware Florida and the Secretary of State of the State of Georgia articles or a certificate of merger in connection with the Merger.

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Successor Company and the Successor Company; (b) the Trustee shall have received an Officers’ Certificate from the requisite officers of the Company stating that (i) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent (including covenants compliance with which constitutes a condition precedent), if any, provided for in the Indenture relating to the Merger and this the First Supplemental Indenture have been complied with, (ii) the Merger and this First Supplemental Indenture comply with Article VIII of the Indenture, and (iii) the Trustee’s execution of this First Supplemental Indenture is authorized or permitted by the Indenture; (c) the Trustee shall have received an Opinion of Counsel from counsel to the Company to the effect that (i) all conditions precedent (including covenants compliance with which constitutes a condition precedent), if any, provided for in the Indenture relating to the Merger and this the First Supplemental Indenture have been complied with; , (ii) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with Article VIII of the provisions Indenture, and (iii) the Trustee’s execution of Article XI of this First Supplemental Indenture is authorized or permitted by the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger in connection with the Florida Department Merger a certificate of State; and (ii) a Certificate of Merger merger with the Secretary of the State of the State of Delaware in connection Ohio and articles of merger with the MergerSecretary of State of the State of Alabama.

Conditions of Effectiveness. This First Second Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Second Supplemental Indenture and shall have received one or more counterparts of this First Second Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Certificate stating that (i) this First Second Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this First Second Supplemental Indenture have been complied with; (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and this First Second Supplemental Indenture have been complied with; (ii) this First Second Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Second Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Second Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles with each of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware West Virginia and the Maryland Department of Assessments and Taxation articles of merger in connection with the Merger.

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Certificate stating that (i) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of each of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in required by the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (ii) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company of the Company’s obligations under the Indenture pursuant to this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Certificate of Merger filed by the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Division of Revenue and Enterprise Services of the Department of State; and (ii) a Certificate of Merger with the Secretary Treasury of the State of the State of Delaware New Jersey in connection with the MergerMerger shall have become effective.

Conditions of Effectiveness. This First Second Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, ; provided, however, that: (a) the Trustee shall have executed a counterpart of this First Second Supplemental Indenture and shall have received one or more counterparts of this First Second Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Certificate stating that (i) this First Second Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this First Second Supplemental Indenture have been complied with; (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and this First Second Supplemental Indenture have been complied with; (ii) this First Second Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Second Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Second Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware Georgia a certificate of merger in connection with the Merger.

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Certificate stating that (i) the Merger and this First Supplemental Indenture complies comply with the requirements of Article IX VIII of the Indenture; and (ii) in the opinion of the signers, all conditions precedent (including covenants compliance with which constitutes a condition precedent, if any, ) provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with;; and (iii) the execution of the First Supplemental Indenture is authorized or permitted by the Indenture, and all conditions precedent provided for in the Indenture relating to such action have been complied with. (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent (including covenants compliance with which constitutes a condition precedent) provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (ii) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware in connection with the Merger.with

Conditions of Effectiveness. This First Second Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Second Supplemental Indenture and shall have received one or more counterparts of this First Second Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Certificate from the Successor Company stating that (i) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating immediately after giving effect to the Merger and this First Second Supplemental Indenture have been complied withand assuming that all outstanding indebtedness of the Successor Company was first incurred at the time of the Merger, no Default or Event of Default that, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing; (c) the Trustee shall have received an Opinion one or more Opinions of Counsel to the effect that that: (i) the Merger complies with the provisions of Section 801 of the Indenture; (ii) all conditions precedent provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (iiiii) this First Second Supplemental Indenture complies with constitutes the requirements of Article IX legal, valid, and binding obligation of the Company and the Successor Company, enforceable against each such entity in accordance with its terms, subject to customary exceptions; (iv) the execution of this Second Supplemental Indenture and is authorized or permitted by, and conforms to, by the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (ivv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indentureall requisite consents have been obtained or no consents are required; and (d) the Successor Company and the Company shall have duly executed and filed (i) the Articles of Merger ▇▇▇▇▇▇ with the Florida Department each Secretary of State; and (ii) a Certificate State of Merger with the Secretary each of the State of West Virginia and the State of Delaware Ohio in connection with the Merger.

Conditions of Effectiveness. This First Second Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Second Supplemental Indenture and shall have received one or more counterparts of this First Second Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Certificate stating that (i) the Merger and this First Second Supplemental Indenture complies comply with the requirements of Article IX 8 of the Base Indenture; and , (ii) in the opinion of the signers, all conditions precedent, if any, precedent provided for in the Indenture relating to the Merger and the execution and delivery of this First Second Supplemental Indenture have been complied with;, and (iii) the execution of this Second Supplemental Indenture by the Trustee is authorized and permitted by the Indenture; and (c) the Trustee shall have received an Opinion of Counsel to the effect stating that (i) the Merger and this Second Supplemental Indenture comply with Article 8 of the Base Indenture, (ii) all conditions precedent provided for in the Indenture relating to the Merger and this First Second Supplemental Indenture have been complied with; (ii) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Second Supplemental Indenture by the Trustee is authorized and permitted by the Indenture; , and (iv) the Merger this Second Supplemental Indenture has been duly authorized, executed and delivered by, and each of this Second Supplemental Indenture and the assumption by Indenture as supplemented hereby is a valid, binding and enforceable obligation of, the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware in connection with the MergerCompany, subject to customary exceptions.

Conditions of Effectiveness. This First Supplemental Indenture shall become be deemed to be effective simultaneously with the effectiveness as of the Merger6:00 p.m., Eastern Standard Time, on March 6, 2015; provided, however, that: (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts a counterpart of this First Supplemental Indenture executed by the Successor Company and Company, in each case on the Companydate of this First Supplemental Indenture; (b) the Trustee shall have received an Officers’ Certificate stating that (i) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, precedent provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with;, except: (A) that as a result of the Merger, a technical Default occurred in respect of Section 3.07 and Article XI of the Indenture, which Default is being remedied by the execution and delivery of this First Supplemental Indenture (together with an Officers’ Certificate dated June 5, 2015 and an Opinion of Counsel dated June 5, 2015) pursuant to, and in compliance and accordance with, Articles IX and XI of the Indenture; and (B) a technical Default has occurred in respect of Section 3.05 of the Indenture, which Default is being remedied by the execution and delivery of a Certificate of Officer of the Successor Company (as successor by merger to NB&T Financial) contemporaneously with this First Supplemental Indenture pursuant to, and in compliance and accordance with, Section 3.05 of the Indenture; and (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with, except: (A) that as a result of the Merger, a technical Default occurred in respect of Section 3.07 and Article XI of the Indenture, which Default is being remedied by the execution and delivery of this First Supplemental Indenture (together with an Officers’ Certificate dated June 5, 2015 and an Opinion of Counsel dated June 5, 2015) pursuant to, and in compliance and accordance with, Articles IX and XI of the Indenture; and (B) a technical Default has occurred in respect of Section 3.05 of the Indenture, which Default is being remedied by the execution and delivery of a Certificate of Officer of the Successor Company (as successor by merger to NB&T Financial) contemporaneously with this First Supplemental Indenture pursuant to, and in compliance and accordance with, Section 3.05 of the Indenture; (ii) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption of obligations by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware in connection with the Merger.

Conditions of Effectiveness. This First Second Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Second Supplemental Indenture and shall have received one or more counterparts of this First Second Supplemental Indenture executed by the Successor Company and the CompanySeries; (b) the Trustee shall have received an Officers’ Certificate stating that that: (i) this First Second Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this First Second Supplemental Indenture have been complied with; and (iii) that such Merger will not adversely affect the validity, perfection or priority of the Trustee’s security interest in the Collateral (as defined in the Security Agreement), and that the Series has taken such steps as are necessary or advisable to properly maintain the validity, perfection and priority of the Trustee’s security interest in the Collateral owned by the Series; (c) the Trustee shall have received an Opinion of Counsel to the effect that that: (i) all conditions precedent provided for in the Indenture relating and the Security Agreement with respect to the Merger and this First Supplemental Indenture have been complied with; (ii) this First Second Supplemental Indenture complies with is authorized and permitted by the requirements terms of Article IX of the Indenture and is authorized or permitted by, and conforms to, complies with the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have a duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger ▇▇▇▇▇▇ has been filed with the Secretary of the State of the State of Delaware in connection with the Merger.

Conditions of Effectiveness. This First Second Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Second Supplemental Indenture and shall have received one or more counterparts of this First Second Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Certificate stating that (i) this First Second Supplemental Indenture complies with the requirements of Article IX Nine of the Base Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and the execution and delivery of this First Second Supplemental Indenture have been complied with; and (iii) the Second Supplemental Indenture is authorized or permitted by the Indenture; (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and the execution and delivery of this First Second Supplemental Indenture have been complied with; (ii) this First Second Supplemental Indenture complies with the requirements of Article IX of the Base Indenture and is authorized or permitted by, and conforms to, the terms of Article IX Nine of the Base Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX Nine of the Base Indenture, to join in the execution of this First Second Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Second Supplemental Indenture comply with the provisions of Article XI Nine of the Base Indenture; and (v) this Second Supplemental Indenture is the legal, valid and binding obligation of the Successor Company, enforceable against the Successor Company in accordance with its terms; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware New York Articles of Merger in connection with the MergerMerger and delivered evidence of such filing to the Trustee.

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Successor Company and the CompanySeries; (b) the Trustee shall have received an Officers’ Certificate stating that that: (i) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; and (iii) that such Merger will not adversely affect the validity, perfection or priority of the Trustee’s security interest in the Collateral (as defined in the Security Agreement), and that the Series has taken such steps as are necessary or advisable to properly maintain the validity, perfection and priority of the Trustee’s security interest in the Collateral owned by the Series; (c) the Trustee shall have received an Opinion of Counsel to the effect that that: (i) all conditions precedent provided for in the Indenture relating and the Security Agreement with respect to the Merger and this First Supplemental Indenture have been complied with; (ii) this First Supplemental Indenture complies with is authorized and permitted by the requirements terms of Article IX of the Indenture and is authorized or permitted by, and conforms to, complies with the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have a duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger ▇▇▇▇▇▇ has been filed with the Secretary of the State of the State of Delaware in connection with the Merger.

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Certificate stating that (i) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (ii) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware West Virginia a Certificate of Merger in connection with the Merger.

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the MergerMerger on October 1, 2006, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Officer’s Certificate stating that (i) the execution of this First Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this the execution and delivery of the First Supplemental Indenture have been complied with; (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and this the execution of the First Supplemental Indenture have been complied with; (ii) the execution of this First Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this the First Supplemental Indenture; and (iv) the Merger and the subsequent assumption by permitted under Article XI of the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company PB Financial shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary Secretaries of the State of the State States of Delaware in connection with the and Georgia a Certificate or Articles of Merger.

Conditions of Effectiveness. This First Fourth Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed and delivered a counterpart of this First Fourth Supplemental Indenture and shall have received one or more counterparts of this First Fourth Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Certificate stating that (i) the Merger and this First Fourth Supplemental Indenture complies comply with the requirements of Article IX Eight of the Indenture; Indenture and (ii) in the opinion of the signers, all conditions precedent, if any, precedent therein provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (c) the Trustee shall have received an Opinion of Counsel to the effect stating that (i) the Merger and this Fourth Supplemental Indenture comply with Article Eight of the Indenture, (ii) all conditions precedent therein provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; with and (iiiii) the execution of this First Fourth Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) with the Utah Department of Commerce Division of Corporations and Commercial Code the Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware in connection with the Merger.

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Certificate stating that (i) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, precedent provided for in the Indenture Indenture, including in Articles IX and XI, relating to execution of the Merger and this First Supplemental Indenture have been complied with, (ii) the Merger and this Supplemental Indenture comply with Articles IX and XI of the Indenture, (iii) it is proper for the Trustee under the provisions of Article IX of the Indenture to join in execution of the Supplemental Indenture and (iv) the execution of this Supplemental Indenture is authorized or permitted by and conforms to the terms of Article IX of the Indenture; (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; comply with Articles IX and XI of the Indenture, (ii) the execution of this First Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, by and conforms to, to the terms of Article IX of the Indenture; , (iii) it is proper for the Trustee, Trustee under the provisions of Article IX of the Indenture, Indenture to join in the execution of this First the Supplemental Indenture; Indenture and (iv) all conditions precedent provided for in the Indenture, including in Articles IX and XI, relating to the execution of the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenturehave been complied with; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware a Certificate of Merger in connection with the Merger.

Conditions of Effectiveness. This First Second Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: : (a) the Trustee shall have executed a counterpart of this First Second Supplemental Indenture and shall have received one or more counterparts of this First Second Supplemental Indenture executed by the Successor Company and the Company; ; (b) the Trustee shall have received an Officers’ Certificate stating that (i) this First Second Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this First Second Supplemental Indenture have been complied with; ; (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and this First Second Supplemental Indenture have been complied with; (ii) this First Second Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Second Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Second Supplemental Indenture comply with the provisions of Article XI of the Indenture; and and (d) the Successor Company and the Company shall have duly executed and filed (i) with the Secretaries of State of Commonwealth of Kentucky and the State of Ohio Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware in connection with the Merger.

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Certificate stating that (i) this First Supplemental Indenture complies and the Merger comply with the requirements of Article IX VIII of the Indenture; and (ii) in the opinion of the signers, all conditions precedent (including covenants compliance with which constitutes a condition precedent), if any, provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with;; and (iii) the Trustee’s execution of the Supplemental Indenture is authorized or permitted by the Indenture. (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent (including covenants compliance with which constitutes a condition precedent), if any, provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (ii) this First Supplemental Indenture complies and the Merger comply with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX VIII of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX ’s execution of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of is authorized or permitted by the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware Wisconsin a Certificate of Merger in connection with the Merger.

Conditions of Effectiveness. This First Second Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Second Supplemental Indenture and shall have received one or more counterparts of this First Second Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Certificate stating that (i) this First Supplemental Indenture complies with the requirements Successor Company is a corporation organized and validly existing under the laws of Article IX of Delaware; (ii) the Successor Company expressly assumes the Company’s obligations on the Securities and under the Indenture; (iii) immediately after giving effect to the Merger and this Second Supplemental Indenture, no Default or Event of Default, shall have occurred and be continuing under the Indenture; (iiiv) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this First Second Supplemental Indenture have been complied with; (c) the Trustee shall have received an Opinion one or more Opinions of Counsel to the effect that (i) this Second Supplemental Indenture and the Merger comply with the requirements of the Indenture, including Article V; (ii) the Second Supplemental Indenture is authorized or permitted by the Indenture, including Article IX; and (iii) all conditions precedent precedent, if any, provided for in the Indenture relating to the Merger and this First Second Supplemental Indenture have been complied with; (ii) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware a Certificate of Merger in connection with the Merger.

Conditions of Effectiveness. This First Supplemental Indenture --------------------------- shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Successor Company and the Company;. (b) the Trustee shall have received an Officers’ ' Certificate stating that (i) the Merger and this First Supplemental Indenture complies with the requirements of Article Articles VIII and IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and have been complied with; (iii) the execution of this First Supplemental Indenture is authorized or permitted by the Indenture; and (iv) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to this First Supplemental Indenture, including the execution and delivery hereof, have been complied with;. (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and this First Supplemental Indenture (including the execution hereof) have been complied with; (ii) the execution of this First Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of by the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI Articles VIII and IX of the Indenture; and. (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware Maryland and the Secretary of the Commonwealth of Virginia Articles of Merger in connection with the Merger.

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the MergerConveyance, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Certificate stating that (i) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger Conveyance and this First Supplemental Indenture have been complied with;; and (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger Conveyance and this First Supplemental Indenture have been complied with; (ii) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger Conveyance and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware in connection with the Merger.

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Certificate stating that (i) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (ii) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the North Carolina Secretary of the State Articles of the State of Delaware Merger in connection with the Merger.

Conditions of Effectiveness. This First Second Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Second Supplemental Indenture and shall have received one or more counterparts of this First Second Supplemental Indenture executed by the Successor Company and the CompanySeries; (b) the Trustee shall have received an Officers’ Certificate stating that that: (i) this First Second Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this First Second Supplemental Indenture have been complied withwith and (iii) that such Merger will not adversely affect the validity, perfection or priority of the Trustee’s security interest in the Collateral (as defined in the Security Agreement), and that the Series has taken such steps as are necessary or advisable to properly maintain the validity, perfection and priority of the Trustee’s security interest in the Collateral owned by the Series; (c) the Trustee shall have received an Opinion of Counsel to the effect that that: (i) all conditions precedent provided for in the Indenture relating and the Security Agreement with respect to the Merger and this First Supplemental Indenture have been complied with; (ii) this First Second Supplemental Indenture complies with is authorized and permitted by the requirements terms of Article IX of the Indenture and is authorized or permitted by, and conforms to, complies with the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have a duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger ▇▇▇▇▇▇ has been filed with the Secretary of the State of the State of Delaware in connection with the Merger.

Conditions of Effectiveness. This First Second Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Second Supplemental Indenture and shall have received one or more counterparts of this First Second Supplemental Indenture executed by the Company, the Successor Company and the CompanyGuarantor; (b) the Trustee shall have received an Officers’ Certificate stating that (i) this First Second Supplemental Indenture complies with the requirements of Article IX Nine of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this First Second Supplemental Indenture have been complied with; (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and this First Second Supplemental Indenture have been complied with; (ii) this First Second Supplemental Indenture complies with the requirements of Article IX Nine of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX Nine of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX Nine of the Indenture, to join in the execution of this First Second Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Second Supplemental Indenture comply with the provisions of Article XI Eight of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department Secretaries of State; and (ii) a Certificate of Merger with the Secretary of the State of the State States of Delaware and New Jersey Certificates of Merger in connection with the Merger.

Conditions of Effectiveness. This First Second Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Second Supplemental Indenture and shall have received one or more counterparts of this First Second Supplemental Indenture executed by the Successor Company Wintrust and the Company; (b) the Trustee shall have received an Officers’ Certificate stating that (i) this First Second Supplemental Indenture complies with the requirements of Article IX and Article XI of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this First Second Supplemental Indenture have been complied with; (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and this First Second Supplemental Indenture have been complied with; (ii) this First Second Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Second Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company Wintrust under this First Second Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company Wintrust and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware Illinois and with the State Department of Assessments and Taxation of Maryland a Certificate of Merger in connection with the Merger.

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Company, the Successor Company and the CompanyGuarantor; (b) the Trustee shall have received an Officers’ Certificate stating that (i) this First Supplemental Indenture complies with the requirements of Article IX VIII of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (ii) this First Supplemental Indenture complies with the requirements of Article IX VIII of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX VIII of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX VIII of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI IX of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department Secretaries of State; and (ii) a Certificate of Merger with the Secretary of the State of the State States of Delaware and New Jersey Certificates of Merger in connection with the Merger.

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Successor Company and the Company; (b) the Trustee shall have received an Officers’ Certificate stating stating, among other things, that (i) the execution of this First Supplemental Indenture complies is authorized or permitted by the Base Indenture; (ii) the Merger and this Supplemental Indenture comply with the requirements of Article IX VIII of the Base Indenture; and (iiiii) in the opinion of the signers, all conditions precedent (including covenants compliance with which constitutes a condition precedent), if any, provided for in the Base Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) the execution of this Supplemental Indenture is authorized or permitted by the Base Indenture; (ii) the Merger and this Supplemental Indenture comply with Article VIII of the Base Indenture; and (iii) in the opinion of such counsel, all conditions precedent (including covenants compliance with which constitutes a condition precedent), if any, provided for in the Base Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (ii) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware in connection with and the Department of State of the State of New York all certificates required to effect the Merger.

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that: : (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Successor Company and the Company; ; (b) the Trustee shall have received an Officers’ Certificate stating that (i) the Merger and this First Supplemental Indenture complies comply with the requirements of Article IX VIII of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, precedent provided for in the Indenture relating to the Merger and the execution and delivery of this First Supplemental Indenture have been complied with; with and met; (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) the Merger and this Supplemental Indenture comply with the requirements of Article VIII of the Indenture; and (ii) in the opinion of the signer, all conditions precedent provided for in the Indenture relating to the Merger and the execution and delivery of this First Supplemental Indenture have been complied with; (ii) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenturemet; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and (d) the Successor Company and the Company shall have duly executed and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary of the State of the State of Delaware Mississippi Articles of Merger in connection with the Merger and shall have duly executed and filed with the Secretary of State of the State of Florida Articles of Merger.

Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the The effectiveness of Section 2 of this Amendment shall be subject to the Merger, provided, however, thatsatisfaction of each of the following conditions precedent: (a) the Trustee Agent shall have executed received: (i) a counterpart copy of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture Amendment executed by Agent, the Successor Company Lender and the CompanyBorrower; (bii) the Trustee shall have received an Officers’ Certificate stating that (i) this First Supplemental Indenture complies with the requirements of Article IX executed copies of the Indenture; and (ii) in the opinion Warrants, each of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied withwhich shall be an original; (c) the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (ii) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions a legal opinion of Article IX of the Indenture, Borrower’s counsel in form and substance reasonably acceptable to join in the execution of this First Supplemental Indenture; and Agent; (iv) certified copy of resolutions of Borrower’s board of directors evidencing approval of this Amendment and other transactions contemplated herein; (v) certified copies of the Merger certificate of incorporation and the assumption by-laws of Borrower, as in effect on the Third Amendment Signing Date; (vi) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified could have a Material Adverse Effect; (vii) payment of a facility charge with respect to this Amendment in the amount of $1,125,000; (viii) an ACH Authorization duly executed by Borrower (which the Successor Company parties agree shall, from and after the Third Amendment Effective Date, replace any ACH Authorization delivered under this First Supplemental Indenture comply with the provisions of Article XI of the IndentureExisting Agreement); and (dix) the Successor Company reimbursement of Agent’s and the Company shall have duly executed Lender’s current expenses reimbursable pursuant to Section 6(f) of this Amendment and filed (i) Articles of Merger with the Florida Department of State; and (ii) a Certificate of Merger with the Secretary Section 11.11 of the State of Loan Agreement, subject to the State of Delaware in connection with the Mergerlimit set forth herein and therein.