| (a) |
In this Second Supplemental Indenture, unless a clear contrary intention appears:
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| (i) |
the singular number includes the plural number and vice versa;
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| (ii) |
reference to any gender includes the other gender;
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| (iii) |
the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Second Supplemental Indenture as a whole and not to any particular Section or other subdivision;
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| (iv) |
reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Second Supplemental Indenture or the Indenture, and reference to a Person in a particular
capacity excludes such Person in any other capacity or individually provided that nothing in this clause (iv) is intended to authorize any assignment not otherwise permitted by this Second Supplemental Indenture or the Indenture;
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| (v) |
reference to any agreement, document or instrument means such agreement, document or instrument as amended, supplemented or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof,
as well as any substitution or replacement therefor and reference to any note includes modifications thereof and any note issued in extension or renewal thereof or in substitution or replacement therefor;
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| (vi) |
reference to any Section means such Section of this Second Supplemental Indenture; and
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| (vii) |
the word “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term.
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| (b) |
No provision in this Second Supplemental Indenture shall be interpreted or construed against any Person because that Person or its legal representative drafted such provision.
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| (a) |
Pursuant to, and in compliance and accordance with, Section 8.01 and Section 8.02 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal, premium, if any, and interest on all of the
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.
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| (b) |
Pursuant to, and in compliance and accordance with, Section 8.02 of the Indenture, the Successor Company succeeds to and is substituted for the Company under the Indenture, with the same effect as if the Successor Company had originally been
named in the Indenture as the Company, and the Company shall thereupon be released from all obligations under the Indenture and under the Securities.
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| (a) |
the Trustee shall have executed a counterpart of this Second Supplemental Indenture and shall have received one or more counterparts of this Second Supplemental Indenture executed by the Successor Company;
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| (b) |
the Trustee shall have received an Officers’ Certificate that complies with the Indenture;
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| (c) |
the Trustee shall have received an Opinion of Counsel that complies with the Indenture; and
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| (d) |
the Successor Company and the Company shall have duly executed and filed Articles of Merger with the Secretary of State of Georgia and the Secretary of State of Tennessee in connection with the Merger.
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| (a) |
Upon the effectiveness of this Second Supplemental Indenture, each reference in the Indenture to “this Indenture,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Indenture, as affected, amended and
supplemented hereby.
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| (b) |
Upon the effectiveness of this Second Supplemental Indenture, each reference in the Securities to the Indenture including each term defined by reference to the Indenture shall mean and be a reference to the Indenture or such term, as the
case may be, as affected, amended and supplemented hereby.
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| (c) |
The Indenture, as amended and supplemented hereby shall remain in full force and effect and is hereby ratified and confirmed.
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PINNACLE FINANCIAL PARTNERS, INC., a Georgia Corporation
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By:
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/s/ Andrew J. Gregory, Jr.
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| Name: |
Andrew J. Gregory, Jr.
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Title:
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Executive Vice President and Chief Financial Officer
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By:
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/s/ Wally Jones
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Name:
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Wally Jones
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| Title: |
Vice President
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