Common use of Termination Liquidation and Merger Clause in Contracts

Termination Liquidation and Merger. Section 9.1 Termination 37 Section 9.2 Termination Events 37 Section 9.3 Termination of Obligations 37 Section 9.4 Liquidation 38 Section 9.5 Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust 39 Section 10.1 Limitation of Rights of Holders 39 Section 10.2 Amendment 40 Section 10.3 Separability 41 Section 10.4 Governing Law 41 Section 10.5 Successors 41 Section 10.6 Headings 41 Section 10.7 Reports, Notices and Demands 42 Section 10.8 Agreement Not to Petition 42 Section 10.9 Trust Indenture Act; Conflict with Trust Indenture Act 42 Section 10.10 Acceptance of Terms of Trust Agreement, Guarantee Agreement and Indenture 43 AMENDED AND RESTATED DECLARATION OF TRUST, dated as of [ ], 2012, among STRATEGIC HOTELS & RESORTS, INC., a Maryland corporation (including any successors or assigns, the “Sponsor”), WILMINGTON TRUST COMPANY, as property trustee (in such capacity, the “Property Trustee”), WILMINGTON TRUST COMPANY, as Delaware trustee (in such capacity, the “Delaware Trustee”), [ ], an individual, [ ], an individual, and [ ], an individual, each of whose address is c/o Strategic Hotels & Resorts, Inc., 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000-0000 (each an “Administrative Trustee” and collectively the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees being referred to collectively as the “Issuer Trustees”), and the several Holders, as hereinafter defined.

Termination Liquidation and Merger. Section 9.1 Termination 37 Upon Expiration Date 47 Section 9.2 Early Termination Events 37 48 Section 9.3 Termination of Obligations 37 48 Section 9.4 Liquidation 38 49 Section 9.5 Mergers, Consolidations, Amalgamations or Replacements of Issuer the Trust 39 50 Section 10.1 Expenses 51 Section 11.1 Limitation of Rights of Holders 39 52 Section 10.2 11.2 Amendment 40 52 Section 10.3 11.3 Separability 41 53 Section 10.4 11.4 Governing Law 41 53 Section 10.5 11.5 Payments Due on Non-Business Day 53 Section 11.6 Successors 41 54 Section 10.6 11.7 Headings 41 54 Section 10.7 11.8 Reports, Notices and Demands 42 54 Section 10.8 11.9 Agreement Not to Petition 42 55 Section 10.9 11.10 Trust Indenture Act; Conflict with Trust Indenture Act 42 55 Section 10.10 11.11 Acceptance of Terms of Trust Agreement, Guarantee Agreement and Indenture 43 55 Section 11.12 Waiver of Jury Trial 56 Section 11.13 Force Majeure 56 Section 11.14 Counterparts 56 EXHIBIT A Certificate of Trust EXHIBIT B Form of Trust Common Securities Certificate EXHIBIT C Form of Trust Preferred Securities Certificate SECOND AMENDED AND RESTATED DECLARATION OF TRUSTTRUST AGREEMENT, dated as of [ ]October 5, 20122007, among STRATEGIC HOTELS & RESORTS, INC.(i) The Xxxxxxx Xxxxxx Corporation, a Maryland Delaware corporation (including any successors or assigns, the “Sponsor”), WILMINGTON TRUST COMPANY(ii) The Bank of New York Trust Company, N.A., as property trustee (in each such capacity, the “Property Trustee” and, in its separate corporate capacity and not in its capacity as Property Trustee, the “Bank”), WILMINGTON TRUST COMPANY(iii) The Bank of New York (Delaware), as Delaware trustee (in such capacity, the “Delaware Trustee”), [ ](iv) Xxxxxx Xxxxx, an individual, [ ]Xxxxxxxx Xxxxxxx, an individual, individual and [ ]Xxxxx Xxxxxxxxx, an individual, each of whose address is c/o Strategic Hotels & Resorts, Inc.The Xxxxxxx Xxxxxx Corporation, 000 Xxxx Xxxxxxx Xxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxxxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000 Xxxxxxxxxx 00000 (each an “Administrative Trustee” and collectively the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees being referred to collectively as the “Issuer Trustees”), ) and (v) the several Holders, as hereinafter defined.

Termination Liquidation and Merger. Section 9.1 9.1. Termination 37 upon Expiration Date 43 Section 9.2 9.2. Early Termination Events 37 43 Section 9.3 9.3. Termination of Obligations 37 44 Section 9.4 9.4. Liquidation 38 44 Section 9.5 9.5. Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust 39 45 Section 10.1 10.1. Limitation of Rights of Holders 39 46 Section 10.2 10.2. Amendment 40 46 Section 10.3 10.3. Separability 41 47 Section 10.4 10.4. Governing Law 41 47 Section 10.5 10.5. Payments Due on Non-Business Day 48 Section 10.6. Successors 41 48 Section 10.6 10.7. Headings 41 48 Section 10.7 10.8. Reports, Notices and Demands 42 48 Section 10.8 10.9. Agreement Not to Petition 42 49 Section 10.9 10.10. Trust Indenture Act; Conflict with Trust Indenture Act 42 49 Section 10.10 10.11. Acceptance of Terms of Trust Agreement, Guarantee Agreement and Indenture 43 49 Exhibit A Certificate of Trust Exhibit B Form of Letter of Representations Exhibit C Form of Common Securities Certificate Exhibit D Form of Amended and Restated Expense Agreement Exhibit E Form of Capital Securities Certificate AMENDED AND RESTATED DECLARATION OF TRUSTTRUST AGREEMENT, dated as of [ ]August 31, 20122009, among STRATEGIC HOTELS & RESORTS(i) POPULAR NORTH AMERICA, INC., a Maryland Delaware corporation (formerly BanPonce Financial Corp., including any successors or assigns, the “SponsorDepositor”), WILMINGTON TRUST COMPANY(ii) POPULAR, INC., a Puerto Rico corporation (formerly BanPonce Corporation, including any successors or assigns, the “Guarantor”), (iii) THE BANK OF NEW YORK MELLON, a New York banking corporation, as property trustee (in such capacity, the “Property Trustee”), WILMINGTON (iv) BNY MELLON TRUST COMPANYOF DELAWARE, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), [ ], an individual, [ ](v) XXXXXXX XXXXXXX, an individual, and [ ]XXXXX X. XXXXXXXX, an individual, each of whose address is c/o Strategic Hotels & ResortsPopular North America, Inc., 000 Xxxx Xxxxxxx Xxxxxxxxxx Xxxx, Xx. Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000-0000 Xxx Xxxxxx 00000 (each an “Administrative Trustee” and collectively the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees being referred to collectively as the “Issuer Trustees”), and (vi) the several Holders, as hereinafter defined. This Trust Agreement shall be deemed effective immediately prior to the Effective Time.

Termination Liquidation and Merger. Section 9.1 Termination 37 Section 9.2 Termination Events 37 Section 9.3 Termination of Obligations 37 Section 9.4 Liquidation 38 Section 9.5 Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust 39 Section 10.1 Limitation of Rights of Holders 39 Section 10.2 Amendment 40 Section 10.3 Separability 41 Section 10.4 Governing Law 41 Section 10.5 Successors 41 Section 10.6 Headings 41 Section 10.7 Reports, Notices and Demands 42 Section 10.8 Agreement Not to Petition 42 Section 10.9 Trust Indenture Act; Conflict with Trust Indenture Act 42 Section 10.10 Acceptance of Terms of Trust Agreement, Guarantee Agreement and Indenture 43 AMENDED AND RESTATED DECLARATION OF TRUST, dated as of [ ], 20122011, among STRATEGIC HOTELS & RESORTS, INC., a Maryland corporation (including any successors or assigns, the “Sponsor”), WILMINGTON TRUST COMPANY, as property trustee (in such capacity, the “Property Trustee”), WILMINGTON TRUST COMPANY, as Delaware trustee (in such capacity, the “Delaware Trustee”), [ ], an individual, [ ], an individual, and [ ], an individual, each of whose address is c/o Strategic Hotels & Resorts, Inc., 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000-0000 (each an “Administrative Trustee” and collectively the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees being referred to collectively as the “Issuer Trustees”), and the several Holders, as hereinafter defined.

Termination Liquidation and Merger. Section 9.1 Termination 37 Section 9.2 Termination Events 37 Section 9.3 Termination of Obligations 37 Section 9.4 Liquidation 38 Section 9.5 Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust 39 Section 10.1 Limitation of Rights of Holders 39 Section 10.2 Amendment 40 Section 10.3 Separability 41 Section 10.4 Governing Law 41 Section 10.5 Successors 41 Section 10.6 Headings 41 Section 10.7 Reports, Notices and Demands 42 Section 10.8 Agreement Not to Petition 42 Section 10.9 Trust Indenture Act; Conflict with Trust Indenture Act 42 Section 10.10 Acceptance of Terms of Trust Agreement, Guarantee Agreement and Indenture 43 AMENDED AND RESTATED DECLARATION OF TRUST, dated as of [ ], 2012, 2009 among STRATEGIC HOTELS & RESORTS, INC., a Maryland corporation (including any successors or assigns, the “Sponsor”), WILMINGTON TRUST COMPANY, as property trustee (in such capacity, the “Property Trustee”), WILMINGTON TRUST COMPANY, as Delaware trustee (in such capacity, the “Delaware Trustee”), [ ], an individual, [ ], an individual, and [ ], an individual, each of whose address is c/o Strategic Hotels & Resorts, Inc., 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000-0000 (each an “Administrative Trustee” and collectively the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees being referred to collectively as the “Issuer Trustees”), and the several Holders, as hereinafter defined.

Termination Liquidation and Merger. Section 9.1 SECTION 9.01 Termination 37 Section 9.2 Upon Expiration Date 45 SECTION 9.02 Early Termination Events 37 Section 9.3 45 SECTION 9.03 Termination 45 SECTION 9.04 Certificate of Obligations 37 Section 9.4 Liquidation 38 Section 9.5 Mergers, Consolidations, Amalgamations or Replacements Cancellation 45 SECTION 9.05 Liquidation. 45 SECTION 9.06 Mergers and Consolidations of Issuer the Trust 39 Section 10.1 47 SECTION 10.01 Limitation of Rights of Holders 39 Section 10.2 Amendment 40 Section 10.3 47 SECTION 10.02 Amendment. 48 SECTION 10.03 Separability 41 Section 10.4 49 SECTION 10.04 Governing Law 41 Section 10.5 49 SECTION 10.05 Successors 41 Section 10.6 49 SECTION 10.06 Headings 41 Section 10.7 Reports, Notices 49 SECTION 10.07 Notice and Demands 42 Section 10.8 Agreement Not to Petition 42 Section 10.9 Trust Indenture Act; Demand 49 SECTION 10.08 Conflict with Trust Indenture Act 42 Section 10.10 Acceptance Act. 49 EXHIBIT A Form of Terms Common Securities Certificate EXHIBIT B Form of Expense Agreement EXHIBIT C Form of Trust Agreement, Guarantee Agreement and Indenture 43 PIERS Certificate THIS AMENDED AND RESTATED DECLARATION OF TRUST, dated TRUST AGREEMENT is made as of [ ]June 13, 20122003, by and among STRATEGIC HOTELS & RESORTS(i) Omnicare, INC.Inc., a Maryland Delaware corporation (including any successors or assigns, the “SponsorDepositor” or the “Company”), WILMINGTON TRUST COMPANY(ii) JPMorgan Chase Bank, a banking corporation duly organized and existing under the laws of New York, 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”), WILMINGTON TRUST COMPANY(iii) Chase Manhattan Bank USA, National Association, as Delaware trustee (the “Delaware Trustee” and, in such capacityits separate corporate capacity and not in its capacity as Delaware Trustee, the “Delaware TrusteeBank”), [ ](iv) Xxxxx X. Xxxxxxx, an individual, [ ]Xx., an individual, and [ ]Xxxxxx Xxxxx, an individual, each of whose address is c/o Strategic Hotels & Resorts, Inc., 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000-0000 as administrative trustees (each an “Administrative Trustee” and collectively together, the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees being referred to collectively as the “Issuer Trustees”), ) and (v) the several Holders, as hereinafter defined.

Termination Liquidation and Merger. Section 9.1 Termination 37 Upon Expiration Date 47 Section 9.2 Early Termination Events 37 48 Section 9.3 Termination of Obligations 37 48 Section 9.4 Liquidation 38 48 Section 9.5 Mergers, Consolidations, Amalgamations or Replacements of Issuer the Trust 39 50 Section 10.1 Limitation of Rights of Holders 39 Securityholders 51 Section 10.2 Amendment 40 Liability of the Common Securityholder 51 Section 10.3 Separability 41 Amendment 51 Section 10.4 Separability 52 Section 10.5 Governing Law 41 Section 10.5 Successors 41 53 Section 10.6 Headings 41 Payments Due on Non-Business Day 53 Section 10.7 Successors 53 Section 10.8 Headings 53 Section 10.9 Reports, Notices and Demands 42 53 Section 10.8 10.10 Agreement Not to Petition 42 54 Section 10.9 10.11 Trust Indenture Act; Conflict with Trust Indenture Act 42 54 Section 10.10 10.12 Acceptance of Terms of Trust Agreement, Guarantee Agreement and Indenture 43 55 Section 10.13 Holders are Parties 55 Section 10.14 Treatment of Trust as Grantor Trust and Debentures as Debt for Federal Income Tax Purposes 55 Section 10.15 Counterparts 56 AMENDED AND RESTATED DECLARATION OF TRUSTTRUST AGREEMENT, dated as of [ ]August 17, 20122006, among STRATEGIC HOTELS (i) JPMorgan Chase & RESORTS, INC.Co., a Maryland Delaware corporation (including any successors or assigns, the “SponsorDepositor”), WILMINGTON TRUST COMPANY(ii) The Bank of New York, a New York banking corporation, as property trustee (in each such capacity, the “Property Trustee” and, in its separate corporate capacity and not in its capacity as Property Trustee, the “Bank”), WILMINGTON TRUST COMPANY(iii) The Bank of New York (Delaware), a banking corporation organized under the laws of the State of Delaware, as Delaware trustee (in such capacity, the “Delaware Trustee”), [ ], an individual, [ ](iv) Mxxxxxx X. Xxxxxxxx, an individual, and [ ]Mxxx X. Xxxxxxxx, an individual, each of whose address is c/o Strategic Hotels JPMorgan Chase & ResortsCo., Inc., 000 200 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxxx 00000-0000 XX 00000 (each an “Administrative Trustee” and collectively the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees being referred to collectively as the “Issuer Trustees”), ) and (v) the several Holders, as hereinafter defined.

Termination Liquidation and Merger. Section 9.1 Termination 37 Upon Expiration Date 54 Section 9.2 Early Termination Events 37 54 Section 9.3 Termination of Obligations 37 54 Section 9.4 Liquidation 38 54 Section 9.5 Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust 39 56 ARTICLE X MISCELLANEOUS PROVISIONS Section 10.1 Costs and Expense 57 Section 10.2 Limitation of Rights of Holders 39 Section 10.2 Amendment 40 57 Section 10.3 Separability 41 Amendment 57 Section 10.4 Separability 59 Section 10.5 Governing Law 41 Section 10.5 Successors 41 59 Section 10.6 Headings 41 Payments Due on Non-Business Day 59 Section 10.7 Successors 59 Section 10.8 Effect of Headings 59 Section 10.9 Reports, Notices and Demands 42 59 Section 10.8 10.10 Agreement Not to Petition 42 60 Section 10.9 10.11 Trust Indenture Act; Conflict with Trust Indenture Act 42 61 Section 10.10 10.12 Acceptance of Terms of Trust Agreement, Guarantee Agreement, Indenture and Registration Rights Agreement and Indenture 43 61 Section 10.13 Execution in Counterparts 62 Exhibit A Certificate of Trust Exhibit B Form of Certificate Depository Agreement Exhibit C Form of Common Securities Certificate Exhibit D Form of Expense Agreement Exhibit E Form of Capital Securities Certificate Exhibit F Form of Restricted Securities Certificate Exhibit G Form of Unrestricted Securities Certificate Exhibit H Form of Institutional Accredited Investor Letter AMENDED AND RESTATED DECLARATION OF TRUSTTRUST AGREEMENT, dated as of [ ]February 13, 20122004, among STRATEGIC HOTELS & RESORTSCULLEN/FROST BANKERS, INC., a Maryland Texas corporation (including any successors or assigns, the “SponsorDepositor”), WILMINGTON TRUST COMPANYTHE BANK OF NEW YORK, 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”), WILMINGTON TRUST COMPANYTHE BANK OF NEW YORK (DELAWARE), a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), [ ], an individual, [ ]Xxxxxxx X. Xxxxx, an individual, and [ ]Xxxxx Xxxxxxx, an individual, each of whose address is c/o Strategic Hotels & ResortsThe Bank of New York (Delaware), Inc., 000 Xxxxx Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000Route 273, XxxxxxxNewark, Xxxxxxxx 00000-0000 Delaware 19711, Attention: Corporate Trust Department (each each, an “Administrative Trustee” and collectively and, collectively, the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees being referred to collectively as the “Issuer Trustees”), and the several Holders, as hereinafter defined.