L OUIS E. GITOMER Lou@ lgrai llaw.com

MELANIE 8 . Y ASBIN Melanie@ lgraillaw.com 4 10-296-2205

LAW O FFICES OF

LOUISE. GITOMER, LLC

May23, 2019

Ms. Cynthia T. Brown Chief of the Section of Administration, Office of Proceedings Surface Transportation Board 395 E Street, S.W. Washington, D. C. 20423

Dear Ms. Brown:

600 BALTIMORE AVENUE, SUITE 301 TOWSON. MARYLAND 21204-4022

(4 10) 296-2250 * (202) 466-6532 f-AX (410) 332-0885

I have enclosed for efiling the document described below, to be recorded pursuant to 49 U.S.C. § 11 30 l. This document is a Notice of Merger, a primary document dated as of May 3, 20 I 9. We request that this document be given the next available Recordation Number.

The names and addresses of the parties to the Notice of Merger are as follows:

Merged Company:

MB Equipment Finance, LLC 6111 North River Road Rosemont, IL 60018

Surviving Company:

Fifth Third Bank 38 Fountain Square Plaza Cincinnati, OH 45263

A description of the equipment covered by the Notice of Merger consists of a ll eq uipment owned or leased by MB Equipment Finance, LLC.

A fee of $48.00 is enclosed. Please return a copy by emai l to:

Louis E. Gitomer 600 Baltimore Avenue, Suite 30 1 Towson, MD 2 1204 Lou@lgraillaw.com

RECORDATION NO. 33377 FILED May 23, 2019 04:22 PM SURFACE TRANSPORTATION BOARD

Ms. Cynthia T . Brown May 23, 2019 Page 2

A short summary of the document to appear in the index as fo llows: a Notice of Merger dated as of May 3, 20 19, of MB Equipment Finance, LLC, 6111 North River Road , Rosemont, IL 60018, into Fifth Third Bank, 38 Fountain Square Plaza, Cincinnati , OH 45263, covering all equipment owned or leased by MB Equipment Finance, LLC.

Very truly yours,

Louis E. Gitomer Enclosure

2

TO:

FROM:

NOTICE OF MERGER

SURFACE TRANSPORTATION BOARD

FIFTH TlilRD BANK

Please note that for the purposes of filings pursuant to the provisions of 49 U.S.C. Section 11301(a), MB Equipment Finance, LLC bas been merged with and into Fifth Third Bank, with Fifth Third Bank as the surviving entity and the successor-in-interest to MB Equipment Finance, LLC. See the attached certificates evidencing the merger.

Date: May 3, 2019 FIFTH TIIlRD BANK

By: __ Qn ____________ _ Name:. ____ i) ....... .-,.~ti ... ·"'......._-LM.. __________ _ Title: __ v._,4<::.....__P ..... a .... s .... ,,kt,....._+-..__ ______ _

STATE OF OHIO ) }TO WIT:

COUNTY OF HAMILTON )

On this 'l-~ day of May, 2019, before me appeared 'i>11st;.... Lu, the person who signed this instrument. who acknowledged that he is a Wu (l n.~:~ t of Fifth Third Bank and that, being duly authori7.ed, he signed such instrument as a free act on behalf of said Fifth Third Bank.

KELLY DAINAN ~.Jtary Public, Slate oi Gnlo

My Comniiss,o:i l::xwes Decemt,x 16. 2")20

My Commission Expires: i-z_ f I to 20 -z::,

Public

RECORDATION NO. 33377 FILED May 23, 2019 04:22 PM SURFACE TRANSPORTATION BOARD

Fonn 561 Preaaibed by: (:• .-., :-'"""\ ,-, ~ L..... ' '"- . · .. ·TOIi ~: (';{,, SO.S-FI.E (871-767-3453)

~!!!~t~!}!!~ • ==:::gay • · Fla "11ine orl'Dr more lnformallon: W'tfW OHBUSjl)e911ctml@I com

Fq;mao.p aw,oo,. fpflgwtnstr:µc#lnl ~ltd at Sb/a path

. , Certificat, qf M,rger FIiing F~: $9.9

·<1~R). Fq~Mu~.i3t-Typed

__ ,.,,,, __ ., .. _..., .............. ~, P.0.-1:r:al ~OffQZ!I

lilpdel'llftg (11ft IMINM., ,,..._... ._ ......... ~,1-1

P.O. ID& 1llllO ea--. OH OZ1t

In ~ccordanca 'Nfth' the'requlramenm of Ohk> law';. the uriderslgned a:i~~. bankS; aavlngs 'banks, &a'Angs and associations, n~ llabDlty companies, partnerships, _lliiilted partnerships andfor limited llabmty partnerships, desiring lo effect a merger, set forth the folklwlng:fac11

Form551

L (SUrvtvlng) Entity . · IFlfth Thfrd Bank

A. NameofEnlitySurvtvlng th&Merger '------------------------'

B. Name Change: As a result of this merger, the name of U,e survMng entity has changed lo the followlng

(Complete only If name of surviving entity Is changing through the merger)

C. The surviving entity Is a (PltBSe check the appropriate.box and fill In the appropriate blanks)

1. · 12sJ·. l)o,:nntlc (Ohio entity) · O · Foreign (Non.Ohio Entity)

j: . .

Jµrjadldlon offcnnation

3. 181Fot-J::»roflt Corporation

ONcinproffl·Co~on

OFor-?roftt Umlted Uablltty Company

ONonprofll Limited Uablnty company

QPartnershlp

OUmltad Partnership

OUmJted Llablllty Partnership

,OUnlncorporated Nonp,ont ~tlan

Last Revised: 10/0112017

II. CONSTltu.ENT ENTITY Provkle··tt,e·name.;'Ohlo c;h~rt-,rtllcense/reglstmtlon nuin~, type ofen!fty, Jurisdiction of formaUon, for each enUty merging. out of •~~nee. (If ~:ts Is insufflc~nt ipace to reflict all merging entitles, please attach a sepanite sheet lhiUn9 the addJtlcnal' merging antilJes).

Entity Name Ohio CharterlUcense/ Jurisdiction Reglstratlon Number of Formation

§utpment·Flnance, LLC j- §B447 (foreign) j -!0e_1awa_re __ _

.------------. I I

Ill. MERGER AGREEMENT ON FILE

Type of Entity

~LC

The name and malllr,g address.or the pen,oo or entity frooi .. whoi:n/Whlch eligible ,persons may obtain a copy of lhe merger agreement upon written request · ·

fFlfth Third Bank. Office of lhe·Cof'J)Orale Secn,ta,y

Name

ea Fc,unfaln Squan,·Piaze,-MO 199~F Mallng Address

jctnclnnatl ~hlo El &5283 .... Sta-te____ Zip Code City

IV. EFFECTIVE DATE OF MERG.,...E_R ____ _

~ay 3, 2019 at 11:51~ This merger Is to be effective on (The date specified must be on or after the date of the filing •. If no date Is specified, the date of filing wlff be the effective date of the merger}.

V. MERGER AUTHORIZED Each constituent ,ntlty haa c;gmp~ with ~~under v;hk:h Jt exists and the laws permit the merger. The agreement.of me(gi,r fs authq~ on behalf:Qf :each ~luent etjtlty-and ea¢h·person who stgri;d the certificate on.behalf of e_ach entity Is authorimd'to do ·so. · · ·· · ·

Fonn 551 Page3 of9 Lasl Revised: 10/01/2017

----------- --·---.. ---------------- ····-· -··- .

VI. STATEMENT OF MER$ '' ' ' ' ' u n· 1111ng:thls:Cef11bte of Mingar,.qr lJporr• taiw:~~,as iipec.lfted herein;. the. merglr,g eoUty/entitiee listed t!!1nw&mt!rgelnkJthal11Jtac:r~nu,enutv; ·:··· · := ·=::· ·.· : · •· . •· · .· . .• . ··. ·

W. STATUTORY AGENT. To be·,flled ONLY If ... survtvtn.g enUif iaa fonaig:n entity not.llcenled tn Ohio. If the aulV!vfng entlo/ ~ a lbnllfM entity NOT D~ to ~i:t~':ffl8SS :In. Ohio; provide ~ name and address d a statutory agent upon Whom any process, n?llce or demand may be ~rved.

Name of Stam.~ Agent

MalDng Address

State ZIP Code

~~~~~-::.zp-p . CJAmimd~ ma attached · · l&H110,Amendtnenta

If you are amendlng:the ~tat. numberofisbatQ./please ~mplata 1hJs box so tha appropriate fIUn, fae Is ch"9ed. . ·. . ·. .

Total number ofshares previously ltsted tn the Artldes·ar othet:Amendments with the ~0Secre1a1y of State: ).___....,.j With the submission of this amendment. NEW.total number.of shares:

DC. ~QU~QF CORPORATIONS MERGING OUT OF EXISTENCE Jf a .domestic corporatk>n or foreign corpo,atton llcensed to transact business In Ohio ls s constituent entity end lhe·survMngentli:y Is not a domestfccorporatfon oftbralgn corporation to be Dcenaed In Ohk>, 1ha certlflcate of merger must be accompanied by the affidavits, receipts, certlftcales, or other evidence ~red bycfM#lon (H) of sectJon 1701 JIB division (G) of secllon 1702.47 of the Revised Code with reaped to eech'cfoineallc ~t carporalk>n, and/or by lhe affldevtts, racelpts, certificates, or other evidence required by division (C) or (O)CJf sactian 1703;17 of the Revised Codewffh mpect to each foreign constltuant corporation licensed to transact business In Ohio.

~-~"!F-~1;8~~,~~ .. -~---Fora~ Quall(yfng ~ <;. i=omj•5SPA bt.B -~c;ertitlc:a~'dGood'standlng, Foreign· NaDca.flfqu~ . .,tttYf• a'~ .bim~ aaiil~:&ank,.Qfaav119 anci loan aesoclatlon)- Fonn 552 Foreign Quallfytig Umltad Llabltlly Compa'ly + FcSm1 533B Foreign Quallfylng Umltaci.Partnenhlp .; F.onn:·531e . . Foreign Qualifying Umfted UabllltyPartneirahlp• Fann 537andEvldenca of ~nceln JUtladlctlon ofFcrmaUcn

Fonn551 Page.4of9 Last Revised: 10/01/2017

The unde,slgned constituent entitles (constituent entltie$ Include all merging and surviving entities) have caused this certificate of merger to be signed by their duly authcwed officers, partners and reprasenfaUves.

ffth Third Bank Name.ofentity ...

By:IJ~:c.;:: /@ C. lta: e~·o~ Cim;Jchael~,P.~anr:~:~~flv~c~ .. :

Tltie

By: IJ._~ ~.,_ z; Its: §ea D. Csnnk:hael, President ind Chief~ Officer of Sole Shareholder

T1tle

Its: '=Tllla~--------....... """'----....... ----------------------'

An a~~ ~p~ofHCh~tli~~~.9~,~•~l1l1>,or,a~mushlg~ the ~erger ~ (Oft<M7=~1.81(A).1702A3i(A),11'705.1'(At·1111.;-,o(A); 1'182A33(A)), tbJS: Includes all:rnerglng ind aurvivl'1aantffleti~: . . . . . . . . . .

··:

Form 551 .. . Page s:o.f 9. Last Revised: 10/01fl017

Ohio Department of Commerce

Division of Financial Institutions "11u DeWlna, Gov•rnor Sheryl Mnriald. Oi,ectar JOfl Husted. u Goffrnor

STATE OF OHIO DEPARTMENT OF COMMERCE

DIVISION OF FINANCIAL INSTITUTIONS

THIS IS TO CERTIFY THAT, the Division of Financial Institutions approved the merger of MB Equipment Finance, LLC, Cincinnati, Ohio with and into Fifth Third Bank, Cincinnati, Ohio, as reflected in the attached certificate of merger.

IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of May, 2019.

n South High Street 21si Floor Columbus. Ohio 43215-6120 U.S.A.

Kevin R. Allard Superintendent of Financial Institutions

An Equal Opportunity Employer and Service Provider

6141728 8400 Fax 6141644 1631

TTYfTDD 800 I 750 0750

www.com.ohio.gov

OFFICE OF THE Toll Free: (877)S0S~FILE (877-767-3453) I Central Ohio: (614)466-3910

www.OhioS~aetary9tState.gov I Busserv@OhfoSecretaryofState.gov Ohlo Secretory of State

File online odor more inform~tion: www.OHBysjnessCentraLcom

Filing Form ·Cover Letter

Please return the approval certificate to:

Name (tndlvldual o,Buslnm Name): .

To the Attentipn. of <if:~essa,y/:

jChristian Gon~lez ·

Address: !1ef w. Nationwide Blvd, !suite 30().

City: L..jC_o.;_tu.;_JTJ...:.b_us_· ~----.-_........,....,...,...,..-.....,..--,--------------------~~~~-----l

State johfp · I · ZIP Code: 143215

Phone Number: ja14-628;..6921 E-mail Address: lchristian.gonzalez@dlnsmore.com

D Check here lf you would like to receive Important notices via e-man from the Ohio Secretary of State's office regarding Business Services.

Check here If you would like to be signed up for·our FIiing Notlflcatlon System for the business entity being created or D updated by flll~g thlsfom,. This Is a-free service provided to notify yot.i via e-mallwhen any document ls flied on your

business record. ·

Please make checks or mcmeY orders,payable to:· •oi,16 Secretary of$tate· Type of Service:Being :Reque$ted: (PLEASE CHE'CkiONE BOX BELOW)

Regular Service: Only the filing fee listed on page one of the form is.required and the filing will be € · processed In approximately 3-7 businessdi:Ws, The processing tlmE!. m,y vary based·on the volume of

filings received by our office. · ·

r.. Exped_!te: S~trlce .1l ·By incltJ~ing arr ~B~ite !ee ?f:$1 O<lOO/ in ad.(fitfor.1to-.fhE: regular filing fee on page · one of the :fonn;. the nrang.wlll ·.~- processed,,wlttt1r:i.2 ,busjness days after ltis rece1Ved ,by our office.

. . . . . . . . . : - . .

. . . . ., . .

Expedite Service 2: By including an Expedite fee of $200;00, In addition to the regular filing fee on page O one of the fonn, the filing will be. processed within 1 b~slness dc1y after it is received by our office. This

service Js only available to walk~n customers who hand deliver the document to the Client Service Center.

Expedite Service 3: By Including an Expedite fee of$300.00,ln addition to the regular filing fee on page C one of the form, the filing wlll be processed within 4 hours after It Is received by our office, if received by 1 :00

p.m. This service Is only ~vaDable to walk-In customers who hand deliver the document to the Client Service Center.

Precleara!'lC& FIiing: A fiOng fonn, to be -submitted at a later date for processing, may be submitted to be O examined for the purpose of advising as to the acceptability of the proposed filing for a fee of $50.00. The

Preclearance willbe complete within 1~~ business d~ys.

Form 551 Page fof9 . i.ast Revised: 10/01/2017

Delaware Page 1

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF S'l'ATE OF '!'HE S'l'ATE OF

DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT

COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES:

"MB EQUIPMENT FINANCE, LLC", A DELAWARE LIMITED LIABILITY

COMPANY,

WITH AND INTO "FIFTH THIRD BANK" UNDER THE NAME OF "FIFTH

THIRD BANK", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS

OF THE STATE OF OHIO , AS RECEIVED AND FILED IN THIS OFFICE ON

THE THIRD DAY OF MAY, A.D. 2019, AT 11:29 O ' CLOCK A . M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTI VE DATE OF

THE AFORESAID CERTIFICATE OF MERGER IS THE THIRD DAY OF MAY 1

A.D. 2019 AT 11:51 O'CLOCK P .M.

7403330 8100M SR# 20193500111

You may verify this certificate online at corp.delaware.gov/ authver.shtml

Authentication: 202760067 Date: 05-03-19

State of Delaware semmy or siiie

Division of Corponlfons Dellvmd 11:29-AM OS/0312019 FILED 11 :29 A.1d 05/0312019

SR 20193500111 - File Number SU$340 STATE OF DELAWARE CERTIFICATE OF MERGER OF MB·.EQUIPMENT FINANCE, LLC

(a Delaware "Jimited liability company) INTO

FIFTH THIRD BANK (an Ohio corporation)

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act, the undersigned Corporation hereby executes the following Certificate of Merger:

FIRST: The name of the surviving corporation is Fifth Third Bank, a foreign corporation (the "Corporation").

SECOND: The jurisdiction in which the Corporation was formed is-the State of Ohio.

TIDRD: The name of the limited liability company being merged into the Corporation is MB Equipment Finance, LLC, a Delaware limited liability company.

FOURTH: The Agreement and Plan of Merger has been approved and executed by each of the business entities which is to merge.

FIFTH: The name of the surviving foreign Corporation is Fifth Third Banlc.

SIXTH: The executed Agreement and Plan of Merger is on file at a place of business of the surviving foreign Corporation and the address thereof is Fifth Third Bank, Office of the Corporate Secretary, 38 Fountain Square Plaza, MD 10909F, Cincinnati, Ohio 45263.

SEVENTH: A copy of the executed Agreement and Plan of Merger will be furnished by the surviving foreign Corporation, on request and without cost, to any member of any domestic limited liability company or any person holding an interest in any other business entity which is to merge.

EIGHTH: The surviving foreign Corporation agrees that it may be served with process in the State of Delaware in any action, suit or proceeding for the enforcement of any obligation of ~y domestic limited liability ·company which is to merge, irrevocably appointlng the Secretary of State as its agent to accept service · of process in any such action, suit or proceeding and the address. to which a copy of such process shall: be maiJed to by the Secretary of State is:

Fifth Third Bank 38 Fountain Square Plaza, MD J0909F Cincinnati,. OH 45263

NL~TH: The merger and this Certificate of Merger shall become effective on May 3, 2019 at 11 :51 pm Eastern Daylight Time.

14864487

IN WITNESS WHEREOF, the undersigned foreign Corporation has caused this Certificate of Merger to be signed by its authorized officer, effective as of this 3rd day of May, 2019.

14864487 991445.1

FIFTH THIRD BANK, an Ohio corporation

By: 0-, ~ C,._ Authonzed cer

Name: Greg D. Carmichael Title: President and Chief Executive Officer, Fifth

Third Bank