Common use of ACCEPTANCE OF TERMS OF THE TRUST AGREEMENT Clause in Contracts

ACCEPTANCE OF TERMS OF THE TRUST AGREEMENT. THE GUARANTEE AND THE 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 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 PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURES. BAYLAKE CORP., as Depositor By: _____________________________________________ Name:___________________________________ Title:__________________________________ WILMINGTON TRUST COMPANY, as Property Trustee By: _____________________________________________ Name:___________________________________ Title:__________________________________ Wilmington Trust Company, as Delaware Trustee By: _____________________________________________ Name:___________________________________ Title:__________________________________ _________________________________________________ Thomxx X. Xxxxxxxx, xx Administrative Trustee _________________________________________________ Stevxx X. Xxxxxxxxxx, xx Administrative Trustee _________________________________________________ John X. Xxxxxx, xx Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF BAYLAKE CAPITAL TRUST I THIS CERTIFICATE OF TRUST OF BAYLAKE CAPITAL TRUST I (the "Trust"), is being duly executed and filed by Wilmington Trust Company, a Delaware banking corporation, Thomxx X. Xxxxxxxx, Xxevxx X. Xxxxxxxxxx xxx John X. Xxxxxx, xxch an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.) (the "Act").

ACCEPTANCE OF TERMS OF THE TRUST AGREEMENT. THE GUARANTEE AND THE INDENTUREthe ----------------------------------------------- Guarantee and the 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 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 PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURES. BAYLAKE CORPNATIONAL PENN BANCSHARES, INC., as Depositor By: :____________________________________ Name: Xxxxx X. Xxxxxxx Title: Chairman, President and Chief Executive Officer CHRISTIANA BANK & TRUST COMPANY, as Property Trustee By:____________________________________ Name:___________________________________ Title:__________________________________ WILMINGTON CHRISTIANA BANK & TRUST COMPANY, as Property Delaware Trustee By: _________:____________________________________ Name:___________________________________ Title:__________________________________ Wilmington Trust Company, as Delaware Trustee [SIGNATURES CONTINUED ON NEXT PAGE] ADMINISTRATIVE TRUSTEES By: _________:____________________________________ Name: Xxxxxx X. Xxxxx Title: As Administrative Trustee By:___________________________________ Title:__________________________________ _________________________________________________ Thomxx Name: Xxxx X. Xxxxxxxx, xx Xxxxxx Title: As Administrative Trustee _________________________________________________ Stevxx X. Xxxxxxxxxx, xx Administrative Trustee _________________________________________________ John X. Xxxxxx, xx Administrative Trustee EXHIBIT Exhibit A CERTIFICATE OF TRUST OF BAYLAKE NPB CAPITAL TRUST I II THIS CERTIFICATE OF TRUST OF BAYLAKE Certificate of Trust of NPB CAPITAL TRUST I II (the "Trust"), ) is being duly executed and filed by Wilmington Trust Company, a Delaware banking corporation, Thomxx X. Xxxxxxxx, Xxevxx X. Xxxxxxxxxx xxx John X. Xxxxxx, xxch an individualthe undersigned, as trusteestrustee, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 ss.3801 et seq.) (the "Act").

ACCEPTANCE OF TERMS OF THE TRUST AGREEMENT. THE GUARANTEE AND THE 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 FOREGOINGREINSURANCE GROUP OF AMERICA, BY ACCEPTANCE OF A 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 PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURES. BAYLAKE CORP.INCORPORATED, as Depositor By: _____________________________________________ --------------------------------- Name:___________________________________ : Title:__________________________________ WILMINGTON TRUST COMPANY: THE BANK OF NEW YORK, as Property Trustee By: _____________________________________________ --------------------------------- Name:___________________________________ : Title:__________________________________ Wilmington Trust Company: THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee By: _____________________________________________ --------------------------------- Name:___________________________________ : Title:__________________________________ _________________________________________________ Thomxx : ---------------------------------------------- [Jack X. XxxxxxxxXxx], xx xs Administrative Trustee _________________________________________________ Stevxx X. Xxxxxxxxxx---------------------------------------------- [A. Greix Xxxxxxxx], xx xs Administrative Trustee _________________________________________________ John ---------------------------------------------- [Todd X. Xxxxxx], xx xs Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF BAYLAKE [RGA CAPITAL TRUST I THIS CERTIFICATE OF TRUST OF BAYLAKE I/RGA CAPITAL TRUST I II] This Certificate of Trust of [RGA Capital Trust I/[RGA Capital Trust II] (the "Trust"), ) is being duly executed and filed on behalf of the Trust by Wilmington Trust Company, a Delaware banking corporation, Thomxx X. Xxxxxxxx, Xxevxx X. Xxxxxxxxxx xxx John X. Xxxxxx, xxch an individualthe undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.) (the "Act").