Acceptance of Terms of Trust Agreement, Guarantee and Indenture Clause Samples

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. WITHOUT LIMITING THE FOREGOING, BY ACCEPTANCE OF A TRUST PREFERRED SECURITY, EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREAT, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSES, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURES.

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATION, as Depositor By ------------------------------------------ Gary ▇. ▇▇▇▇, ▇▇esident and Chief Executive Officer WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Ray ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Trac▇▇ ▇. ▇▇▇▇▇, ▇▇ Administrative Trustee

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE THE INDENTURE, AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH HOLDER AND SUCH OTHERS. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. The receipt and acceptance of a Trust Security or any interest therein by or on behalf of a Securityholder or any beneficial owner, without any signature or further manifestation of assent, shall constitute the unconditional acceptance by the Securityholder and all others having a beneficial interest in such Trust Security of all the terms and provisions of this Trust Agreement CENTURY BANCORP, INC. By:___________________________________ Name: Title: STATE STREET BANK AND TRUST COMPANY, as Property Trustee By:____________________________________ Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By:_____________________________________ Name: Title: ______________________, as Administrative Trustee Mars▇▇▇▇ ▇. ▇▇▇▇▇▇ ______________________, as Administrative Trustee Jona▇▇▇▇ ▇. ▇▇▇▇▇▇ ______________________, as Administrative Trustee Paul ▇. ▇▇▇▇▇▇, ▇▇. CERTIFICATE OF TRUST OF CENTURY BANCORP CAPITAL TRUST THIS CERTIFICATE OF TRUST OF CENTURY BANCORP CAPITAL TRUST (the "Trust"), dated as of April 21, 1998, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, Mars▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇na▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Paul ▇. ▇▇▇▇▇▇, ▇▇., ▇▇ch an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. 54 Section 10.12 Counterparts............................................ 54 EXHIBITS -------- EXHIBIT A Certificate of Trust........................................... 1 EXHIBIT B Form of Certificate Depositary Agreement....................... 1 EXHIBIT C Form of Common Securities Certificate.......................... 1 EXHIBIT D Form of Preferred Securities Certificate....................... 1 AMENDED AND RESTATED TRUST AGREEMENT ------------------------------------ THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of ________, 2000 (this "Trust Agreement"), is among (a) PROVIDENT BANKSHARES CORPORATION, a Maryland corporation (including any permitted successors or assigns, the "Depositor"), (b) BANKERS TRUST COMPANY, a New York banking corporation, as property trustee (in such capacity, the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), and (c) BANKERS TRUST (DELAWARE), a Delaware banking corporation, as Delaware trustee (the "Delaware Trustee") (the Property Trustee and the Delaware Trustee are referred to collectively herein as the "Issuer Trustees"); (d) the several Holders, as hereinafter defined, and (e) the Administrators, as hereinafter defined.

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINA-TION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH HOLDER AND SUCH OTHERS.

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. LINCOLN NATIONAL CORPORATION By: /s/ F▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: F▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President and Treasurer BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION as Property Trustee By: /s/ J▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ Name: J▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President BANK ONE DELAWARE INC. as Delaware Trustee By: /s/ M▇▇▇▇ ▇. ▇▇▇▇ Name: M▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President /s/ F▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ F▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Administrative Trustee /s/ J▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ J▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Administrative Trustee This Certificate of Trust of Lincoln National Capital VI (the “Trust”), dated April 20, 1998, is being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. §3801 et seq.).

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS 52 60 TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. [SIGNATURE PAGE FOLLOWS]

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE