Common use of Termination Liquidation and Merger Clause in Contracts

Termination Liquidation and Merger. Section 9.1 Termination Upon Expiration Date 47 Section 9.2 Early Termination 48 Section 9.3 Termination 48 Section 9.4 Liquidation 49 Section 9.5 Mergers, Consolidations, Amalgamations or Replacements of the Trust 50 ARTICLE X EXPENSES Section 10.1 Expenses 51 ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.1 Limitation of Rights of Holders 52 Section 11.2 Amendment 52 Section 11.3 Separability 53 Section 11.4 Governing Law 53 Section 11.5 Payments Due on Non-Business Day 53 Section 11.6 Successors 54 Section 11.7 Headings 54 Section 11.8 Reports, Notices and Demands 54 Section 11.9 Agreement Not to Petition 55 Section 11.10 Trust Indenture Act; Conflict with Trust Indenture Act 55 Section 11.11 Acceptance of Terms of Trust Agreement, Guarantee and Indenture 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 TRUST AGREEMENT, dated as of October 5, 2007, among (i) The Xxxxxxx Xxxxxx Corporation, a Delaware corporation (including any successors or assigns, the “Sponsor”), (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”), (iii) The Bank of New York (Delaware), as Delaware trustee (the “Delaware Trustee”), (iv) Xxxxxx Xxxxx, an individual, Xxxxxxxx Xxxxxxx, an individual and Xxxxx Xxxxxxxxx, an individual, each of whose address is c/o The Xxxxxxx Xxxxxx Corporation, 000 Xxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (each an “Administrative Trustee” and collectively the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the “Trustees”) and (v) the several Holders, as hereinafter defined.

Termination Liquidation and Merger. Section 9.1 Termination Upon Expiration Date 47 37 Section 9.2 Early Termination 48 Events 37 Section 9.3 Termination 48 of Obligations 37 Section 9.4 Liquidation 49 38 Section 9.5 Mergers, Consolidations, Amalgamations or Replacements of the Issuer Trust 50 39 ARTICLE X EXPENSES Section 10.1 Expenses 51 ARTICLE XI X. MISCELLANEOUS PROVISIONS Section 11.1 10.1 Limitation of Rights of Holders 52 39 Section 11.2 10.2 Amendment 52 40 Section 11.3 10.3 Separability 53 41 Section 11.4 10.4 Governing Law 53 41 Section 11.5 Payments Due on Non-Business Day 53 10.5 Successors 41 Section 11.6 Successors 54 10.6 Headings 41 Section 11.7 Headings 54 Section 11.8 10.7 Reports, Notices and Demands 54 42 Section 11.9 10.8 Agreement Not to Petition 55 42 Section 11.10 10.9 Trust Indenture Act; Conflict with Trust Indenture Act 55 42 Section 11.11 10.10 Acceptance of Terms of Trust Agreement, Guarantee Agreement and Indenture 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 43 AMENDED AND RESTATED TRUST AGREEMENTDECLARATION OF TRUST, dated as of October 5[ ], 20072009 among STRATEGIC HOTELS & RESORTS, among (i) The Xxxxxxx Xxxxxx CorporationINC., a Delaware Maryland corporation (including any successors or assigns, the “Sponsor”), (ii) The Bank of New York Trust Company, N.A.WILMINGTON TRUST COMPANY, 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”), (iii) The Bank of New York (Delaware)WILMINGTON TRUST COMPANY, 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 The Xxxxxxx Xxxxxx CorporationStrategic Hotels & Resorts, Inc., 000 Xxxxxx Xxxx Xxxxxxx Xxxxxx, Xxx XxxxxxxxxXxxxx 0000, Xxxxxxxxxx 00000 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 (v) the several Holders, as hereinafter defined.

Termination Liquidation and Merger. Section 9.1 SECTION 9.01 Termination Upon Expiration Date 47 Section 9.2 45 SECTION 9.02 Early Termination 48 Section 9.3 45 SECTION 9.03 Termination 48 Section 9.4 Liquidation 49 Section 9.5 Mergers, Consolidations, Amalgamations or Replacements 45 SECTION 9.04 Certificate of Cancellation 45 SECTION 9.05 Liquidation. 45 SECTION 9.06 Mergers and Consolidations of the Trust 50 47 ARTICLE X EXPENSES Section 10.1 Expenses 51 ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.1 SECTION 10.01 Limitation of Rights of Holders 52 Section 11.2 Amendment 52 Section 11.3 47 SECTION 10.02 Amendment. 48 SECTION 10.03 Separability 53 Section 11.4 49 SECTION 10.04 Governing Law 53 Section 11.5 Payments Due on Non-Business Day 53 Section 11.6 49 SECTION 10.05 Successors 54 Section 11.7 49 SECTION 10.06 Headings 54 Section 11.8 Reports, Notices 49 SECTION 10.07 Notice and Demands 54 Section 11.9 Agreement Not to Petition 55 Section 11.10 Trust Indenture Act; Demand 49 SECTION 10.08 Conflict with Trust Indenture Act 55 Section 11.11 Acceptance of Terms of Trust Agreement, Guarantee and Indenture 55 Section 11.12 Waiver of Jury Trial 56 Section 11.13 Force Majeure 56 Section 11.14 Counterparts 56 Act. 49 EXHIBIT A Form of Common Securities Certificate of Trust EXHIBIT B Form of Trust Common Securities Certificate Expense Agreement EXHIBIT C Form of Trust Preferred Securities PIERS Certificate SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of October 5June 13, 20072003, by and among (i) The Xxxxxxx Xxxxxx CorporationOmnicare, Inc., a Delaware corporation (including any successors or assigns, the “SponsorDepositor” or the “Company”), (ii) The Bank JPMorgan Chase Bank, a banking corporation duly organized and existing under the laws of New York Trust Company, N.A.York, 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”), (iii) The Chase Manhattan Bank of New York (Delaware)USA, National Association, as Delaware trustee (the “Delaware Trustee” and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the “Delaware Bank”), (iv) Xxxxx X. Xxxxxxx, Xx., an individual, and Xxxxxx Xxxxx, an individual, Xxxxxxxx Xxxxxxx, an individual and Xxxxx Xxxxxxxxx, an individual, each of whose address is c/o The Xxxxxxx Xxxxxx Corporation, 000 Xxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 as administrative trustees (each an “Administrative Trustee” and collectively together, the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the “Trustees”) and (v) the several Holders, as hereinafter defined.

Termination Liquidation and Merger. Section 9.1 Termination Upon Expiration Date 47 37 Section 9.2 Early Termination 48 Events 37 Section 9.3 Termination 48 of Obligations 37 Section 9.4 Liquidation 49 38 Section 9.5 Mergers, Consolidations, Amalgamations or Replacements of the Issuer Trust 50 39 ARTICLE X EXPENSES Section 10.1 Expenses 51 ARTICLE XI X. MISCELLANEOUS PROVISIONS Section 11.1 10.1 Limitation of Rights of Holders 52 39 Section 11.2 10.2 Amendment 52 40 Section 11.3 10.3 Separability 53 41 Section 11.4 10.4 Governing Law 53 41 Section 11.5 Payments Due on Non-Business Day 53 10.5 Successors 41 Section 11.6 Successors 54 10.6 Headings 41 Section 11.7 Headings 54 Section 11.8 10.7 Reports, Notices and Demands 54 42 Section 11.9 10.8 Agreement Not to Petition 55 42 Section 11.10 10.9 Trust Indenture Act; Conflict with Trust Indenture Act 55 42 Section 11.11 10.10 Acceptance of Terms of Trust Agreement, Guarantee Agreement and Indenture 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 43 AMENDED AND RESTATED TRUST AGREEMENTDECLARATION OF TRUST, dated as of October 5[ ], 20072011, among (i) The Xxxxxxx Xxxxxx CorporationSTRATEGIC HOTELS & RESORTS, INC., a Delaware Maryland corporation (including any successors or assigns, the “Sponsor”), (ii) The Bank of New York Trust Company, N.A.WILMINGTON TRUST COMPANY, 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”), (iii) The Bank of New York (Delaware)WILMINGTON TRUST COMPANY, 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 The Xxxxxxx Xxxxxx CorporationStrategic Hotels & Resorts, Inc., 000 Xxxxxx Xxxx Xxxxxxx Xxxxxx, Xxx XxxxxxxxxXxxxx 0000, Xxxxxxxxxx 00000 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 (v) the several Holders, as hereinafter defined.

Termination Liquidation and Merger. Section 9.1 Termination Upon Expiration Date 47 37 Section 9.2 Early Termination 48 Events 37 Section 9.3 Termination 48 of Obligations 37 Section 9.4 Liquidation 49 38 Section 9.5 Mergers, Consolidations, Amalgamations or Replacements of the Issuer Trust 50 39 ARTICLE X EXPENSES Section 10.1 Expenses 51 ARTICLE XI X. MISCELLANEOUS PROVISIONS Section 11.1 10.1 Limitation of Rights of Holders 52 39 Section 11.2 10.2 Amendment 52 40 Section 11.3 10.3 Separability 53 41 Section 11.4 10.4 Governing Law 53 41 Section 11.5 Payments Due on Non-Business Day 53 10.5 Successors 41 Section 11.6 Successors 54 10.6 Headings 41 Section 11.7 Headings 54 Section 11.8 10.7 Reports, Notices and Demands 54 42 Section 11.9 10.8 Agreement Not to Petition 55 42 Section 11.10 10.9 Trust Indenture Act; Conflict with Trust Indenture Act 55 42 Section 11.11 10.10 Acceptance of Terms of Trust Agreement, Guarantee Agreement and Indenture 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 43 AMENDED AND RESTATED TRUST AGREEMENTDECLARATION OF TRUST, dated as of October 5[ ], 20072012, among (i) The Xxxxxxx Xxxxxx CorporationSTRATEGIC HOTELS & RESORTS, INC., a Delaware Maryland corporation (including any successors or assigns, the “Sponsor”), (ii) The Bank of New York Trust Company, N.A.WILMINGTON TRUST COMPANY, 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”), (iii) The Bank of New York (Delaware)WILMINGTON TRUST COMPANY, 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 The Xxxxxxx Xxxxxx CorporationStrategic Hotels & Resorts, Inc., 000 Xxxxxx Xxxx Xxxxxxx Xxxxxx, Xxx XxxxxxxxxXxxxx 0000, Xxxxxxxxxx 00000 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 (v) the several Holders, as hereinafter defined.

Termination Liquidation and Merger. Section 9.1 9.1. Termination Upon upon Expiration Date 47 43 Section 9.2 9.2. Early Termination 48 43 Section 9.3 9.3. Termination 48 44 Section 9.4 9.4. Liquidation 49 44 Section 9.5 9.5. Mergers, Consolidations, Amalgamations or Replacements of the Issuer Trust 50 45 ARTICLE X EXPENSES Section 10.1 Expenses 51 ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.1 10.1. Limitation of Rights of Holders 52 46 Section 11.2 10.2. Amendment 52 46 Section 11.3 10.3. Separability 53 47 Section 11.4 10.4. Governing Law 53 47 Section 11.5 10.5. Payments Due on Non-Business Day 53 48 Section 11.6 10.6. Successors 54 48 Section 11.7 10.7. Headings 54 48 Section 11.8 10.8. Reports, Notices and Demands 54 48 Section 11.9 10.9. Agreement Not to Petition 55 49 Section 11.10 10.10. Trust Indenture Act; Conflict with Trust Indenture Act 55 49 Section 11.11 10.11. Acceptance of Terms of Trust Agreement, Guarantee Agreement and Indenture 55 Section 11.12 Waiver of Jury Trial 56 Section 11.13 Force Majeure 56 Section 11.14 Counterparts 56 EXHIBIT 49 Exhibit A Certificate of Trust EXHIBIT Exhibit B Form of Trust Letter of Representations Exhibit C Form of Common Securities Certificate EXHIBIT C Exhibit D Form of Trust Preferred Amended and Restated Expense Agreement Exhibit E Form of Capital Securities Certificate SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of October 5August 31, 20072009, among (i) The Xxxxxxx Xxxxxx CorporationPOPULAR NORTH AMERICA, INC., a Delaware corporation (formerly BanPonce Financial Corp., including any successors or assigns, the “SponsorDepositor”), (ii) The Bank of 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 Trust Company, N.A.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”), (iiiiv) The Bank of New York (Delaware)BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (ivv) Xxxxxx XxxxxXXXXXXX XXXXXXX, an individual, Xxxxxxxx Xxxxxxx, an individual and Xxxxx XxxxxxxxxXXXXX X. XXXXXXXX, an individual, each of whose address is c/o The Xxxxxxx Xxxxxx CorporationPopular North America, Inc., 000 Xxxxxx Xxxxxxxxxx Xxxx, Xx. Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 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 (vvi) 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 Upon Expiration Date 47 54 Section 9.2 Early Termination 48 54 Section 9.3 Termination 48 54 Section 9.4 Liquidation 49 54 Section 9.5 Mergers, Consolidations, Amalgamations or Replacements of the Issuer Trust 50 56 ARTICLE X EXPENSES Section 10.1 Expenses 51 ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.1 10.1 Costs and Expense 57 Section 10.2 Limitation of Rights of Holders 52 57 Section 11.2 10.3 Amendment 52 57 Section 11.3 10.4 Separability 53 59 Section 11.4 10.5 Governing Law 53 59 Section 11.5 10.6 Payments Due on Non-Business Day 53 59 Section 11.6 10.7 Successors 54 59 Section 11.7 10.8 Effect of Headings 54 59 Section 11.8 10.9 Reports, Notices and Demands 54 59 Section 11.9 10.10 Agreement Not to Petition 55 60 Section 11.10 10.11 Trust Indenture Act; Conflict with Trust Indenture Act 55 61 Section 11.11 10.12 Acceptance of Terms of Trust Agreement, Guarantee Agreement, Indenture and Indenture 55 Registration Rights Agreement 61 Section 11.12 Waiver of Jury Trial 56 Section 11.13 Force Majeure 56 Section 11.14 10.13 Execution in Counterparts 56 EXHIBIT 62 EXHIBITS Exhibit A Certificate of Trust EXHIBIT Exhibit B Form of Trust Certificate Depository Agreement Exhibit C Form of Common Securities Certificate EXHIBIT C Exhibit D Form of Trust Preferred Expense Agreement Exhibit E Form of Capital Securities Certificate SECOND 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 TRUST AGREEMENT, dated as of October 5February 13, 20072004, among (i) The Xxxxxxx Xxxxxx CorporationCULLEN/FROST BANKERS, INC., a Delaware Texas corporation (including any successors or assigns, the “SponsorDepositor”), (ii) The Bank of THE BANK OF NEW YORK, a New York Trust Company, N.A.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”), THE BANK OF NEW YORK (iii) The Bank of New York (DelawareDELAWARE), a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Xxxxxx Xxxxxxx X. Xxxxx, an individual, Xxxxxxxx Xxxxxxx, an individual and Xxxxx XxxxxxxxxXxxxxxx, an individual, each of whose address is c/o The Xxxxxxx Xxxxxx CorporationBank of New York (Delaware), 000 Xxxxxx Xxxxx Xxxx Xxxxxx, Xxx XxxxxxxxxRoute 273, Xxxxxxxxxx 00000 Newark, 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 (v) the several Holders, as hereinafter defined.