Common use of Assumption of Obligations Clause in Contracts

Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 and Section 11.2 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept, performed, or observed by the Company under the Indenture. (b) Pursuant to, and in compliance and accordance with, Section 11.2 of the Indenture, the Successor Company succeeds to and is substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the Company. (c) The Successor Company also succeeds to and is substituted for the Company with the same effect as if the Successor Company had originally been named in (i) the Amended and Restated Declaration of Trust of the Trust, dated as of June 21, 2007 (the “Trust Agreement”), as Sponsor (as defined in the Trust Agreement) and (ii) the Guarantee Agreement, dated as of June 21, 2007 (the “Guarantee”), as Guarantor (as defined in the Guarantee).

Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 and Section 11.2 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept, performed, or observed by the Company under the Indenture. (b) Pursuant to, and in compliance and accordance with, Section 11.2 of the Indenture, the Successor Company succeeds to and is substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the Company. (c) The Successor Company also succeeds to and is substituted for the Company with the same effect as if the Successor Company had originally been named in (i) the Amended and Restated Declaration of Trust of the Trust, dated as of June 21March 30, 2007 (the “Trust Agreement”), as Sponsor (as defined in the Trust Agreement) and (ii) the Guarantee Agreement, dated as of June 21March 30, 2007 (the “Guarantee”), as Guarantor (as defined in the Guarantee).

Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 11.01 and Section 11.2 11.02 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept, performed, or observed by the Company under the Indenture. (b) Pursuant to, and in compliance and accordance with, Section 11.2 11.02 of the Indenture, the Successor Company succeeds to and is substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the Company. (c) The Successor Company also succeeds to and is substituted for the Company with the same effect as if the Successor Company had originally been named in (i) the Amended and Restated Declaration of Trust of the Trust, dated as of June 21May 25, 2007 2005 (the “Trust Agreement”), as Sponsor (as defined in the Trust Agreement) and (ii) the Guarantee Agreement, dated as of June 21May 25, 2007 2005 (the “Guarantee”), as Guarantor (as defined in the Guarantee).

Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 11.01 and Section 11.2 11.02 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept, performed, or observed by the Company under the Indenture. (b) Pursuant to, and in compliance and accordance with, Section 11.2 11.02 of the Indenture, the Successor Company succeeds to and is substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the Company. (c) The Successor Company also succeeds to and is substituted for the Company with the same effect as if the Successor Company had originally been named in (i) the Amended and Restated Declaration of Trust of the Trust, dated as of June 21September 28, 2007 2005 (the “Trust Agreement”), as Sponsor (as defined in the Trust Agreement) and (ii) the Guarantee Agreement, dated as of June 21September 28, 2007 2005 (the “Guarantee”), as Guarantor (as defined in the Guarantee).

Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 11.01 and Section 11.2 11.02 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept, performed, or observed by the Company under the Indenture. (b) Pursuant to, and in compliance and accordance with, Section 11.2 11.02 of the Indenture, the Successor Company succeeds to and is substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the Company. (c) The Successor Company also succeeds to and is substituted for for, and expressly assumes all of the obligations of, the Company with the same effect as if the Successor Company had originally been named in (i) the Amended and Restated Declaration of Trust of the Trust, dated as of June 21December 14, 2007 2006 LEGAL02/32425160v2 (the “Trust Agreement”), as Sponsor (as defined in the Trust Agreement) and (ii) the Guarantee Agreement, dated as of June 21December 14, 2007 2006 (the “Guarantee”), as Guarantor (as defined in the Guarantee).

Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 11.01 and Section 11.2 11.02 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept, performed, or observed by the Company under the Indenture. (b) Pursuant to, and in compliance and accordance with, Section 11.2 11.02 of the Indenture, the Successor Company succeeds to and is substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the Company. (c) The Successor Company also succeeds to and is substituted for for, and expressly assumes all of the obligations of, the Company with the same effect as if the Successor Company had originally been named in (i) the Amended and Restated Declaration of Trust of the Trust, dated as of June 21December 29, 2007 2004 (the “Trust Agreement”), as Sponsor (as defined in the Trust Agreement) and (ii) the Guarantee Agreement, dated as of June 21December 29, 2007 2004 (the “Guarantee”), as Guarantor (as defined in the Guarantee).

Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 11.01 and Section 11.2 11.02 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept, performed, or observed by the Company under the Indenture. (b) Pursuant to, and in compliance and accordance with, Section 11.2 11.02 of the Indenture, the Successor Company succeeds to and is substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the Company. (c) The Successor Company also succeeds to and is substituted for the Company with the same effect as if the Successor Company had originally been named in (i) the Amended and Restated Declaration of Trust of the Trust, dated as of June 21July 16, 2007 2001 (the “Trust Agreement”), as Sponsor (as defined in the Trust Agreement) and (ii) the Guarantee Agreement, dated as of June 21July 16, 2007 2001 (the “Guarantee”), as Guarantor (as defined in the Guarantee).

Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 and Section 11.2 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities Debentures in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept, performed, or observed by the Company under the Indenture. (b) Pursuant to, and in compliance and accordance with, Section 11.2 of the Indenture, the Successor Company succeeds to and is substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the Company. (c) The Successor Company also succeeds to and is substituted for the Company with the same effect as if the Successor Company had originally been named in (i) the Amended and Restated Declaration of Trust of the Trust, dated as of June 21September 20, 2007 (the “Trust Agreement”), as Sponsor (as defined in the Trust Agreement) and (ii) the Guarantee Agreement, dated as of June 21September 20, 2007 (the “Guarantee”), as Guarantor (as defined in the Guarantee).

Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 and Section 11.2 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of (and premium, if any, ) and interest on all of the Debt Securities Debentures in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept, performed, or observed by the Company under the Indenture. (b) Pursuant to, and in compliance and accordance with, Section 11.2 of the Indenture, the Successor Company succeeds to and is substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the Company. (c) The Successor Company also succeeds to and is substituted for the Company with the same effect as if the Successor Company had originally been named in (i) the Amended and Restated Declaration of Trust of the Trust, dated as of June 21March 30, 2007 2006 (the “Trust Agreement”), as Sponsor (as defined in the Trust Agreement) and (ii) the Guarantee Agreement, dated as of June 21March 30, 2007 2006 (the “Guarantee”), as Guarantor (as defined in the Guarantee).

Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 and Section 11.2 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of (and premium, if any, ) and interest on all of the Debt Securities Debentures in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept, performed, or observed by the Company under the Indenture. (b) Pursuant to, and in compliance and accordance with, Section 11.2 of the Indenture, the Successor Company succeeds to and is substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the Company. (c) The Successor Company also succeeds to and is substituted for the Company with the same effect as if the Successor Company had originally been named in (i) the Amended and Restated Declaration of Trust of the Trust, dated as of June 21March 17, 2007 2005 (the “Trust AgreementDeclaration of Trust”), as Sponsor (as defined in the Trust AgreementDeclaration of Trust) and (ii) the Guarantee Agreement, dated as of June 21March 17, 2007 2005 (the “Guarantee”), as Guarantor (as defined in the Guarantee).

Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 11.01 and Section 11.2 11.02 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept, performed, or observed by the Company under the Indenture. (b) Pursuant to, and in compliance and accordance with, Section 11.2 11.02 of the Indenture, the Successor Company succeeds to and is substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the Company. (c) The Successor Company also succeeds to and is substituted for the Company with the same effect as if the Successor Company had originally been named in (i) the Amended and Restated Declaration of Trust of the Trust, dated as of June 21December 19, 2007 2002 (the “Trust Agreement”), as Sponsor (as defined in the Trust Agreement) and (ii) the Guarantee Agreement, dated as of June 21December 19, 2007 2002 (the “Guarantee”), as Guarantor (as defined in the Guarantee).

Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 and Section 11.2 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of (and premium, if any, ) and interest on all of the Debt Securities Debentures in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept, performed, kept or observed performed by the Company under the Indenture. (b) Pursuant to, and in compliance and accordance with, Section 11.2 of the Indenture, the Successor Company succeeds to and is substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the Company. (c) The Successor Company also succeeds to and is substituted for the Company with the same effect as if the Successor Company had originally been named in (i) the Amended and Restated Declaration of Trust of the Trust, dated as of June 21December 22, 2007 2006 (the “Trust AgreementDeclaration of Trust”), as Sponsor (as defined in the Trust AgreementDeclaration of Trust) and (ii) the Guarantee Agreement, dated as of June 21December 22, 2007 2006 (the “Guarantee”), as Guarantor (as defined in the Guarantee).

Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 8.1 and Section 11.2 8.2 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of and premium, if any, any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant in the Indenture on the part of the Debt Securities in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture Company to be kept, performed, or observed by the Company under the Indentureobserved. (b) Pursuant to, and in compliance and accordance with, Section 11.2 8.2 of the Indenture, the Successor Company succeeds to and is substituted for for, and may exercise every right and power of, the CompanyCompany under the Indenture, with the same effect as if the Successor Company had originally been named in the Indenture as the Company. (c) The Successor Company also succeeds to and is substituted for the Company with the same effect as if the Successor Company had originally been named in (i) the Amended and Restated Declaration of Trust Agreement of the Trust, dated as of June 21March 28, 2007 2006 (the “Trust Agreement”), as Sponsor (as defined in the Trust Agreement) and (ii) the Guarantee Agreement, dated as of June 21March 28, 2007 2006 (the “Guarantee”), as Guarantor (as defined in the Guarantee).

Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 and Section 11.2 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of (and premium, if any, ) and interest on all of the Debt Securities Debentures in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept, performed, or observed by the Company under the Indenture. (b) Pursuant to, and in compliance and accordance with, Section 11.2 of the Indenture, the Successor Company succeeds to and is substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the Company. (c) The Successor Company also succeeds to and is substituted for the Company with the same effect as if the Successor Company had originally been named in (i) the Amended and Restated Declaration of Trust of the Trust, dated as of June 21November 10, 2007 2005 (the “Trust Agreement”), as Sponsor (as defined in the Trust Agreement) and (ii) the Guarantee Agreement, dated as of June 21November 10, 2007 2005 (the “Guarantee”), as Guarantor (as defined in the Guarantee).

Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 and Section 11.2 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of (and premium, if any, ) and interest on all of the Debt Securities Debentures in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept, performed, or observed by the Company under the Indenture. (b) Pursuant to, and in compliance and accordance with, Section 11.2 of the Indenture, the Successor Company succeeds to and is substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the Company. (c) The Successor Company also succeeds to and is substituted for the Company with the same effect as if the Successor Company had originally been named in (i) the Amended and Restated Declaration of Trust of the Trust, dated as of June 21August 20, 2007 (the “Trust AgreementDeclaration of Trust”), as Sponsor (as defined in the Trust AgreementDeclaration of Trust) and (ii) the Guarantee Agreement, dated as of June 21August 20, 2007 (the “Guarantee”), as Guarantor (as defined in the Guarantee).

Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 11.01 and Section 11.2 11.02 of the Indenture, the Successor Company hereby expressly assumes (i) the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities in accordance with their terms, according to their tenorSecurities, and (ii) the due and punctual performance and observance of all of the covenants covenants, conditions and conditions of obligations under the Indenture Debt Securities, the Indenture, the Capital Securities Guarantee, and the Declaration to be kept, performed, or observed by the Company under the IndentureCompany. (b) Pursuant to, and in compliance and accordance with, Section 11.2 11.02 of the Indenture, the Successor Company succeeds to and is substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the Company. (c) The Successor Company also succeeds to and is substituted for the Company with the same effect as if the Successor Company had originally been named in (i) the Amended and Restated Declaration of Trust of the Trust, dated as of June 21September 25, 2007 2003 (the “Trust Agreement”), as Sponsor (as defined in the Trust Agreement) and (ii) the Guarantee Agreement, dated as of June 21September 25, 2007 2003 (the “Guarantee”), as Guarantor (as defined in the Guarantee).

Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 11.01 and Section 11.2 11.02 of the Indenture, the Successor Company hereby expressly assumes (i) the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities in accordance with their terms, according to their tenorSecurities, and (ii) the due and punctual performance and observance of all of the covenants covenants, conditions and conditions of obligations under the Indenture Debt Securities, the Indenture, the Capital Securities Guarantee, and the Declaration to be kept, performed, or observed by the Company under the IndentureCompany. (b) Pursuant to, and in compliance and accordance with, Section 11.2 11.02 of the Indenture, the Successor Company succeeds to and is substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the Company. (c) The Successor Company also succeeds to and is substituted for the Company with the same effect as if the Successor Company had originally been named in (i) the Amended and Restated Declaration of Trust of the Trust, dated as of June 21July 5, 2007 (the “Trust Agreement”), as Sponsor (as defined in the Trust Agreement) and (ii) the Guarantee Agreement, dated as of June 21July 5, 2007 (the “Guarantee”), as Guarantor (as defined in the Guarantee).

Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 and Section 11.2 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities Debentures in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept, performed, or observed by the Company under the Indenture. (b) Pursuant to, and in compliance and accordance with, Section 11.2 of the Indenture, the Successor Company succeeds to and is substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the Company. (c) The Successor Company also succeeds to and is substituted for the Company with the same effect as if the Successor Company had originally been named in (i) the Amended and Restated Declaration of Trust of the Trust, dated as of June 21August 17, 2007 2006 (the “Trust Agreement”), as Sponsor (as defined in the Trust Agreement) and (ii) the Guarantee Agreement, dated as of June 21August 17, 2007 2006 (the “Guarantee”), as Guarantor (as defined in the Guarantee).

Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 11.01 and Section 11.2 11.02 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept, performed, or observed by the Company under the Indenture. (b) Pursuant to, and in compliance and accordance with, Section 11.2 11.02 of the Indenture, the Successor Company succeeds to and is substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the Company. (c) The Successor Company also succeeds to and is substituted for the Company with the same effect as if the Successor Company had originally been named in (i) the Amended and Restated Declaration of Trust of the Trust, dated as of June 21September 20, 2007 (the “Trust Agreement”), as Sponsor (as defined in the Trust Agreement) and (ii) the Guarantee Agreement, dated as of June 21September 20, 2007 (the “Guarantee”), as Guarantor (as defined in the Guarantee).

Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 and Section 11.2 of the Indenture, the Successor Company Wintrust hereby expressly assumes the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities Debentures in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept, performed, or observed by the Company under the Indenture. (b) Pursuant to, and in compliance and accordance with, Section 11.2 of the Indenture, the Successor Company Wintrust succeeds to and is substituted for the Company, with the same effect as if the Successor Company Wintrust had originally been named in the Indenture as the Company. (c) The Successor Company Wintrust also succeeds to and is substituted for the Company with the same effect as if the Successor Company Wintrust had originally been named in (i) the Amended and Restated Declaration of Trust of the Trust, dated as of June 21, 2007 (the “Trust Agreement”), as Sponsor (as defined in the Trust Agreement) and (ii) the Guarantee Agreement, dated as of June 21, 2007 (the “Guarantee”), as Guarantor (as defined in the Guarantee).

Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 and Section 11.2 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of (and premium, if any, ) and interest on all of the Debt Securities Debentures in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept, performed, or observed by the Company under the Indenture. (b) Pursuant to, and in compliance and accordance with, Section 11.2 of the Indenture, the Successor Company succeeds to and is substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the Company. (c) The Successor Company also succeeds to and is substituted for the Company with the same effect as if the Successor Company had originally been named in (i) the Amended and Restated Declaration of Trust of the Trust, dated as of June 21September 15, 2007 2005 (the “Trust Agreement”), as Sponsor (as defined in the Trust Agreement) and (ii) the Guarantee Agreement, dated as of June 21September 15, 2007 2005 (the “Guarantee”), as Guarantor (as defined in the Guarantee).

Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 and Section 11.2 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of (and premium, if any, ) and interest on all of the Debt Securities Debentures in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept, performed, or observed by the Company under the Indenture. (b) Pursuant to, and in compliance and accordance with, Section 11.2 of the Indenture, the Successor Company succeeds to and is substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the Company. (c) The Successor Company also succeeds to and is substituted for the Company with the same effect as if the Successor Company had originally been named in (i) the Amended and Restated Declaration of Trust of the Trust, dated as of June 21March 17, 2007 2005 (the “Trust Agreement”), as Sponsor (as defined in the Trust Agreement) and (ii) the Guarantee Agreement, dated as of June 21March 17, 2007 2005 (the “Guarantee”), as Guarantor (as defined in the Guarantee).

Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 and Section 11.2 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities Debentures in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept, performed, or observed by the Company under the Indenture. (b) Pursuant to, and in compliance and accordance with, Section 11.2 of the Indenture, the Successor Company succeeds to and is substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the Company. (c) The Successor Company also succeeds to and is substituted for the Company with the same effect as if the Successor Company had originally been named in (i) the Amended and Restated Declaration of Trust of the Trust, dated as of June 21January 31, 2007 2006 (the “Trust Agreement”), as Sponsor (as defined in the Trust Agreement) and (ii) the Guarantee Agreement, dated as of June 21January 31, 2007 2006 (the “Guarantee”), as Guarantor (as defined in the Guarantee).

Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 and Section 11.2 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities Debentures in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept, performed, performed or observed by the Company under the Indenture. (b) Pursuant to, and in compliance and accordance with, Section 11.2 of the Indenture, the Successor Company succeeds to and is substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the Company. (c) The Successor Company also succeeds to and is substituted for the Company with the same effect as if the Successor Company had originally been named in (i) the Amended and Restated Declaration of Trust of the Trust, dated as of June 2115, 2007 2006 (the “Trust Agreement”), as Sponsor (as defined in the Trust Agreement) and (ii) the Guarantee Agreement, dated as of June 2115, 2007 2006 (the “Guarantee”), as Guarantor (as defined in the Guarantee).

Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 and Section 11.2 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities Debentures in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept, performed, or observed by the Company under the Indenture. (b) Pursuant to, and in compliance and accordance with, Section 11.2 of the Indenture, the Successor Company succeeds to and is substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the Company. (c) The Successor Company also succeeds to and is substituted for the Company with the same effect as if the Successor Company had originally been named in (i) the Amended and Restated Declaration of Trust of the Trust, dated as of June 21March 7, 2007 (the “Trust Agreement”), as Sponsor (as defined in the Trust Agreement) and (ii) the Guarantee Agreement, dated as of June 21March 22, 2007 (the “Guarantee”), as Guarantor (as defined in the Guarantee).

Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 11.01 and Section 11.2 11.02 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept, performed, performed or observed by the Company “Company” (as defined in the Indenture) under the Indenture. (b) Pursuant to, and in compliance and accordance with, Section 11.2 11.02 of the Indenture, the Successor Company succeeds to and is substituted for NB&T Financial as the “Company” under the Indenture, with the same effect as if the Successor Company had originally been named in the Indenture as the “Company.” (c) The Successor Company also succeeds to and is substituted for the Company NB&T Financial with the same effect as if the Successor Company had originally been named in (i) the Amended and Restated Declaration of Trust of the Trust, dated and effective as of June 2125, 2007 (the “Trust Agreement”), as Sponsor “Sponsor” (as defined in the Trust Agreement) and (ii) the Guarantee Agreement, dated as of June 2125, 2007 (the “Guarantee”), as Guarantor “Guarantor” (as defined in the Guarantee).

Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 and Section 11.2 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities Debentures in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept, performed, performed or observed by the Company under the Indenture. (b) Pursuant to, and in compliance and accordance with, Section 11.2 of the Indenture, the Successor Company succeeds to and is substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the Company. (c) The Successor Company also succeeds to and is substituted for the Company with the same effect as if the Successor Company had originally been named in in: (i) the Amended and Restated Declaration of Trust of the TrustMid-Wisconsin Statutory Trust I, dated as of June 21October 14, 2007 2005 (the “Trust Agreement”), as Sponsor (as defined in the Trust Agreement) ); and (ii) the Guarantee Agreement, dated as of June 21October 14, 2007 2005 (the “Guarantee”), as Guarantor (as defined in the Guarantee).

Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 11.01 and Section 11.2 11.02 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept, performed, or observed by the Company under the Indenture. (b) Pursuant to, and in compliance and accordance with, Section 11.2 11.02 of the Indenture, the Successor Company succeeds to and is substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the Company. (c) The Successor Company also succeeds to and is substituted for the Company with the same effect as if the Successor Company had originally been named in (i) the Amended and Restated Declaration of Trust of the Trust, dated as of June 21March 30, 2007 2005 (the “Trust Agreement”), as Sponsor (as defined in the Trust Agreement) and (ii) the Guarantee Agreement, dated as of June 21March 30, 2007 2005 (the “Guarantee”), as Guarantor (as defined in the Guarantee).

Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 and Section 11.2 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities in accordance with their terms, according to their tenorDebentures, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept, performed, or observed by the Company under the Indenture. (b) Pursuant to, and in compliance and accordance with, Section 11.2 of the Indenture, the Successor Company succeeds to and is substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the CompanyCompany and the Company is hereby relieved of any further liability or obligation under the Indenture and the Debentures. (c) The Successor Company also succeeds to and is substituted for the Company with the same effect as if the Successor Company had originally been named in (i) the Amended and Restated Declaration of Trust of the Trust, dated as of June 21December 15, 2007 2004 (the “"Trust Agreement”"), as Sponsor (as defined in the Trust Agreement) and (ii) the Guarantee Agreement, dated as of June 21December 15, 2007 2004 (the “"Guarantee”"), as Guarantor (as defined in the Guarantee).

Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 and Section 11.2 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of (and premium, if any, ) and interest on all of the Debt Securities Debentures in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept, performed, or observed by the Company under the Indenture. (b) Pursuant to, and in compliance and accordance with, Section 11.2 of the Indenture, the Successor Company succeeds to and is substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the Company. (c) The Successor Company also succeeds to and is substituted for the Company with the same effect as if the Successor Company had originally been named in (i) the Amended and Restated Declaration of Trust of the Trust, dated as of June 21December 14, 2007 2006 (the “Trust Agreement”), as Sponsor (as defined in the Trust Agreement) and (ii) the Guarantee Agreement, dated as of June 21December 14, 2007 2006 (the “Guarantee”), as Guarantor (as defined in the Guarantee).

Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 and Section 11.2 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of (and premium, if any, ) and interest on all of the Debt Securities Debentures in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept, performed, or observed by the Company under the Indenture. (b) Pursuant to, and in compliance and accordance with, Section 11.2 of the Indenture, the Successor Company succeeds to and is substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the Company. (c) The Successor Company also succeeds to and is substituted for the Company with the same effect as if the Successor Company had originally been named in (i) the Amended and Restated Declaration of Trust of the Trust, dated as of June 2117, 2007 2004 (the “Trust Agreement”), as Sponsor (as defined in the Trust Agreement) and (ii) the Guarantee Agreement, dated as of June 2117, 2007 2004 (the “Guarantee”), as Guarantor (as defined in the Guarantee).