AMENDED AND RESTATED TRUST AGREEMENT among DEERFIELD TRIARC CAPITAL LLC, as Depositor THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION as Property Trustee THE BANK OF NEW YORK (DELAWARE) as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES...Trust Agreement • November 1st, 2006 • Deerfield Triarc Capital Corp • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of October 27, 2006, among (i) Deerfield Triarc Capital LLC, a Delaware limited liability company (including any successors or permitted assigns, the “Depositor”), (ii) The Bank of New York Trust Company, National Association, a limited purpose national banking association with trust powers, as property trustee (in such capacity, the “Property Trustee”), (iii) The Bank of New York (Delaware), a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”) and (iv) Frederick L. White, an individual, and Robert C. Grien, an individual, each of whose address is c/o Deerfield Triarc Capital Corp., 6250 N. River Road, 9th Floor, Rosemont, IL 60018, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”).
JUNIOR SUBORDINATED INDENTURE between DEERFIELD TRIARC CAPITAL LLC and THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION, as TrusteeDeerfield Triarc Capital Corp • November 1st, 2006 • Real estate investment trusts • New York
JUNIOR SUBORDINATED INDENTURE, dated as of October 27, 2006, between DEERFIELD TRIARC CAPITAL LLC, a Delaware limited liability company (the “Company”), and THE BANK OF NEW YORK TRUST COMPANY, National Association, a limited purpose national banking association with trust powers, as Trustee (in such capacity, the “Trustee”).
PARENT GUARANTEE AGREEMENT between DEERFIELD TRIARC CAPITAL CORP. as Parent Guarantor, and THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION, as Guarantee Trustee Dated as of October 27, 2006 DEERFIELD TRIARC CAPITAL LLCParent Guarantee Agreement • November 1st, 2006 • Deerfield Triarc Capital Corp • Real estate investment trusts • New York
This PARENT GUARANTEE AGREEMENT, dated as of October 27, 2006, executed and delivered by Deerfield Triarc Capital Corp. (the “Parent Guarantor”) having its principal office at 6250 N. River Road, 9th Floor, Rosemont, Illinois 60018, and THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION, a limited purpose national banking association with trust powers, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Trust (as defined herein), the Holders (as defined herein) and the Note Holders (as defined herein) from time to time of the Notes (as defined herein) of Deerfield Triarc Capital LLC, a Delaware limited liability company (the “Company”).
PURCHASE AGREEMENT among DEERFIELD TRIARC CAPITAL CORP. DEERFIELD TRIARC CAPITAL LLC DEERFIELD TRIARC CAPITAL TRUST III and BEAR, STEARNS & CO. INC.Purchase Agreement • November 1st, 2006 • Deerfield Triarc Capital Corp • Real estate investment trusts • New York
In rendering such opinions, such counsel may (A) state that its opinion is limited to the laws of the State of Delaware, (B) rely as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company and public officials and (C) take customary assumptions and exceptions as to enforceability and other matters.
