of Delaware Trustee
52 ARTICLE
XIII
MISCELLANEOUS
53
Section 13.1.
Notices
53
Section 13.2.
Governing Law
54
Section 13.3.
Submission to Jurisdiction
54
Section 13.4.
Intention of the Parties
55
Section 13.5.
Headings
55
Section 13.6.
Successors and Assigns
55
Section 13.7.
Partial Enforceability
55
Section 13.8.
Counterparts
55
ANNEXES AND EXHIBITS
ANNEX I
TERMS OF FLOATING RATE
CAPITAL SECURITIES AND FLOATING RATE COMMON SECURITIES
A-1-1 EXHIBIT A-1
FORM OF CAPITAL SECURITY CERTIFICATE
A-1-1 EXHIBIT A-2
FORM OF COMMON
SECURITY CERTIFICATE
A-2-1 EXHIBIT B
FORM OF TRANSFEREE CERTIFICATE TO BE
EXECUTED BY TRANSFEREES OTHER THAN QIBs
B-1 EXHIBIT C
FORM OF TRANSFEROR
CERTIFICATE TO BE EXECUTED FOR QIBs
C-1 EXHIBIT D
FORM OF ADMINISTRATOR'S
CERTIFICATE OF THE TRUST
D-1
-iii-
AMENDED AND RESTATED DECLARATION OF TRUST
OF
BEVERLY HILLS STATUTORY TRUST II
December 28, 2006
AMENDED AND RESTATED DECLARATION OF TRUST (this "Declaration"), dated and
effective as of December 28, 2006, by the Trustees (as defined herein), the
Administrators (as defined herein), the Sponsor (as defined herein) and the
holders from time to time of undivided beneficial interests in the assets of the
Trust (as defined herein) to be issued pursuant to this Declaration.
WHEREAS, certain of the Trustees and the Sponsor established Beverly Hills
Statutory Trust II (the "Trust"), a statutory trust under the Statutory Trust
Act (as defined herein), pursuant to a Declaration of Trust, dated as of
December [
], 2006 (the "Original Declaration"), and a Certificate of Trust
filed with the Secretary of State of the State of Delaware on December [
],
2006, for the sole purpose of issuing and selling certain securities
representing undivided beneficial interests in the assets of the Trust investing
the proceeds thereof in certain debentures of the Debenture Issuer (as defined
herein) and engaging in those activities necessary, advisable or incidental
thereto;
WHEREAS, as of the date hereof, no interests in the assets of the Trust have
been issued; and
WHEREAS, all of the Trustees, the Administrators and the Sponsor, by this
Declaration, amend and restate each and every term and provision of the Original
Declaration.
NOW, THEREFORE, it being the intention of the parties hereto to continue the
Trust as a statutory trust under the Statutory Trust Act and that this
Declaration constitutes the governing instrument of such statutory trust and
that all assets contributed to the Trust will be held in trust for the benefit
of the holders, from time to time, of the securities representing undivided
beneficial interests in the assets of the Trust issued hereunder, subject to the
provisions of this Declaration, and, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties, intending to be legally bound hereby, amend
and restate in its entirety the Original Declaration and agree as follows:
ARTICLE I
INTERPRETATION AND DEFINITIONS
Section 1.1. Definitions. Unless the context otherwise requires:
(a) capitalized terms used in this Declaration but not defined in the preamble
above or elsewhere