Common use of Assumption of Trust Preferred Obligations Clause in Contracts

Assumption of Trust Preferred Obligations. ANB acknowledges that the Trust holds Floating Rate Junior Subordinated Debentures (“Debentures”) issued by IRBC pursuant to an Indenture (the “Indenture”) between IRBC and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”), dated as of September 30, 2002 and has issued Floating Rate Trust Preferred Securities (the “Trust Preferred”). Subject to the provisions of this Agreement, ANB shall upon the Effective Time expressly assume all of IRBC’s obligations under the Indenture (including, without limitation, being substituted for IRBC) and execute any and all documents, instruments and agreements, including any supplemental indentures, required by the Indenture, the Debentures or the Trust Preferred and thereafter shall perform all of IRBC’s obligations with respect to the Debentures and the Trust Preferred (the “Trust Preferred Assumption”). IRBC Table of Contents shall use commercially reasonable efforts to obtain the Consent of the Trustee to any supplemental indenture or other document, instrument or agreement required to evidence such assumption by ANB, and ANB shall cooperate in good faith with such efforts. In addition, IRBC shall use commercially reasonable efforts to obtain the Consents of all necessary parties as required by the Indenture to a supplemental indenture to the Indenture that shall expressly state that the Debentures shall be pari passu to ANB’s outstanding trust preferred related debentures in all respects (the “Pari Passu Supplemental Indenture”), and ANB shall cooperate in good faith with such efforts. If IRBC is unable to obtain such Consent to the Pari Passu Supplemental Indenture from such necessary parties after using its commercially reasonable efforts, then ANB shall use its commercially reasonable efforts to obtain Consents to the Trust Preferred Assumption from all necessary parties as required by the indentures governing ANB’s trust preferred related debentures under such circumstances, and IRBC shall cooperate in good faith with such efforts.

Assumption of Trust Preferred Obligations. ANB acknowledges that (i) the Trust holds Trusts hold Floating Rate Junior Subordinated Debentures (“Debentures”) issued by IRBC pursuant to an PBF under a Junior Subordinated Indenture (the “Indenture”) between IRBC PBF and Xxxxx Fargo Bank, National AssociationWilmington Trust Company, as trustee (the “Trustee”)trustee, dated as of September 30December 20, 2002 2002, and has a Junior Subordinated Indenture between PBF and XX Xxxxxx Chase Bank, N.A., as trustee, dated as of March 29, 2005 (collectively, the “Indentures”), (ii) the Trusts have issued Floating Rate Trust Preferred Securities (the “Trust Preferred”) under an Amended and Restated Trust Agreement by and between PBF and Wilmington Trust Company, as trustee and Delaware trustee, dated as of December 20, 2002, and an Amended and Restated Declaration of Trust by and among PBF, XX Xxxxxx Xxxxx Bank, N.A., as institutional trustee, Chase Bank USA, N.A., as Delaware trustee, and certain administrative trustees, dated as of March 29, 2005 (collectively, the “Trust Agreements”), and (iii) PBF has issued guarantees (the “Guarantees”) related to the Trust Preferred pursuant to a Guarantee Agreement by and between PBF and Wilmington Trust Company, as trustee, dated as of December 20, 2002, and a Guarantee Agreement by and between PBF and JPMorgan Chase Bank, N.A., as trustee, dated as of March 29, 2005 (collectively, the “Guarantee Agreements”). Subject to the provisions of this Agreement, ANB shall upon the Effective Time expressly assume all of IRBCPBF’s obligations under the Indenture Indentures and the Guarantees (including, without limitation, being substituted for IRBCPBF) and execute any and all documents, instruments and agreements, including any supplemental indentures, required by the IndentureIndentures, the Debentures Trust Agreements, the Guarantee Agreements, the Debentures, the Guarantees or the Trust Preferred and thereafter shall perform all of IRBCPBF’s obligations with respect to the Debentures Debentures, the Guarantees and the Trust Preferred (the “Trust Preferred Assumption”). IRBC Table of Contents PBF shall use commercially reasonable efforts to obtain the Consent Consents of the Trustee Trustees to any supplemental indenture indentures or other documentdocuments, instrument instruments or agreement agreements and to take such other actions as are required to evidence such assumption by ANB, and ANB shall cooperate in good faith with such efforts. In addition, IRBC PBF shall use commercially reasonable efforts to obtain the Consents of all necessary parties (i) as required by the Indenture Indentures, to a supplemental indenture to each of the Indenture Indentures that shall expressly state that the Debentures shall be rank pari passu to ANB’s outstanding trust preferred related debentures in all respects (the “Pari Passu Supplemental IndentureIndentures”), (ii) as required by the Guarantee Agreements, to an amendment to each of the Guarantee Agreements that shall expressly state that the Guarantees shall rank pari passu to ANB’s outstanding trust preferred related debentures and related guarantees in all respects (the “Pari Passu Guarantees”), and (iii) as required by the Trust Agreements, to an amendment to each Trust Agreement that shall expressly state that ANB is substituted for PBF in all respects under the Trust Agreement (the “Succession Amendments”), and ANB shall cooperate in good faith with such efforts. If IRBC is unable to obtain such Consent to the Pari Passu Supplemental Indenture from such necessary parties after using its commercially reasonable efforts, then ANB shall use its commercially reasonable efforts to obtain Consents to the Trust Preferred Assumption from all necessary parties as required by the indentures governing ANB’s trust preferred related debentures under such circumstances, and IRBC shall cooperate in good faith with such efforts.

Assumption of Trust Preferred Obligations. ANB acknowledges that the Trust holds Floating Rate Junior Subordinated Debentures (“"Debentures”") issued by IRBC pursuant to an Indenture (the “"Indenture”") between IRBC and Xxxxx Wells Fargo Bank, National Association, as trustee (the “"Trustee”"), dated xxxxx as of September 30, 2002 and has issued Floating Rate Trust Preferred Securities (the “"Trust Preferred”"). Subject to the provisions of this Agreement, ANB shall upon the Effective Time expressly assume all of IRBC’s 's obligations under the Indenture (including, without limitation, being substituted for IRBC) and execute any and all documents, instruments and agreements, including any supplemental indentures, required by the Indenture, the Debentures or the Trust Preferred and thereafter shall perform all of IRBC’s 's obligations with respect to the Debentures and the Trust Preferred (the “"Trust Preferred Assumption”"). IRBC Table of Contents shall use commercially reasonable efforts to obtain the Consent of the Trustee to any supplemental indenture or other document, instrument or agreement required to evidence such assumption by ANB, and ANB shall cooperate in good faith with such efforts. In addition, IRBC shall use commercially reasonable efforts to obtain the Consents of all necessary parties as required by the Indenture to a supplemental indenture to the Indenture that shall expressly state that the Debentures shall be pari passu to ANB’s 's outstanding trust preferred related debentures in all respects (the “"Pari Passu Supplemental Indenture”"), and ANB shall cooperate in good faith with such efforts. If IRBC is unable to obtain such Consent to the Pari Passu Supplemental Indenture from such necessary parties after using its commercially reasonable efforts, then ANB shall use its commercially reasonable efforts to obtain Consents to the Trust Preferred Assumption from all necessary parties as required by the indentures governing ANB’s 's trust preferred related debentures under such circumstances, and IRBC shall cooperate in good faith with such efforts.

Assumption of Trust Preferred Obligations. ANB acknowledges that (i) the Trust holds Trusts hold Floating Rate Junior Subordinated Debentures (“Debentures”) issued by IRBC pursuant to an PBF under a Junior Subordinated Indenture (the “Indenture”) between IRBC PBF and Xxxxx Fargo Bank, National AssociationWilmington Trust Company, as trustee (the “Trustee”)trustee, dated as of September 30December 20, 2002 2002, and has a Junior Subordinated Indenture between PBF and JX Xxxxxx Chase Bank, N.A., as trustee, dated as of March 29, 2005 (collectively, the “Indentures”), (ii) the Trusts have issued Floating Rate Trust Preferred Securities (the “Trust Preferred”) under an Amended and Restated Trust Agreement by and between PBF and Wilmington Trust Company, as trustee and Delaware trustee, dated as of December 20, 2002, and an Amended and Restated Declaration of Trust by and among PBF, JX Xxxxxx Cxxxx Bank, N.A., as institutional trustee, Chase Bank USA, N.A., as Delaware trustee, and certain administrative trustees, dated as of March 29, 2005 (collectively, the “Trust Agreements”), and (iii) PBF has issued guarantees (the “Guarantees”) related to the Trust Preferred pursuant to a Guarantee Agreement by and between PBF and Wilmington Trust Company, as trustee, dated as of December 20, 2002, and a Guarantee Agreement by and between PBF and JPMorgan Chase Bank, N.A., as trustee, dated as of March 29, 2005 (collectively, the “Guarantee Agreements”). Subject to the provisions of this Agreement, ANB shall upon the Effective Time expressly assume all of IRBCPBF’s obligations under the Indenture Indentures and the Guarantees (including, without limitation, being substituted for IRBCPBF) and execute any and all documents, instruments and agreements, including any supplemental indentures, required by the IndentureIndentures, the Debentures Trust Agreements, the Guarantee Agreements, the Debentures, the Guarantees or the Trust Preferred and thereafter shall perform all of IRBCPBF’s obligations with respect to the Debentures Debentures, the Guarantees and the Trust Preferred (the “Trust Preferred Assumption”). IRBC Table of Contents PBF shall use commercially reasonable efforts to obtain the Consent Consents of the Trustee Trustees to any supplemental indenture indentures or other documentdocuments, instrument instruments or agreement agreements and to take such other actions as are required to evidence such assumption by ANB, and ANB shall cooperate in good faith with such efforts. In addition, IRBC PBF shall use commercially reasonable efforts to obtain the Consents of all necessary parties (i) as required by the Indenture Indentures, to a supplemental indenture to each of the Indenture Indentures that shall expressly state that the Debentures shall be rank pari passu to ANB’s outstanding trust preferred related debentures in all respects (the “Pari Passu Supplemental IndentureIndentures”), (ii) as required by the Guarantee Agreements, to an amendment to each of the Guarantee Agreements that shall expressly state that the Guarantees shall rank pari passu to ANB’s outstanding trust preferred related debentures and related guarantees in all respects (the “Pari Passu Guarantees”), and (iii) as required by the Trust Agreements, to an amendment to each Trust Agreement that shall expressly state that ANB is substituted for PBF in all respects under the Trust Agreement (the “Succession Amendments”), and ANB shall cooperate in good faith with such efforts. If IRBC is unable to obtain such Consent to the Pari Passu Supplemental Indenture from such necessary parties after using its commercially reasonable efforts, then ANB shall use its commercially reasonable efforts to obtain Consents to the Trust Preferred Assumption from all necessary parties as required by the indentures governing ANB’s trust preferred related debentures under such circumstances, and IRBC shall cooperate in good faith with such efforts.