Common use of Remarketing Clause in Contracts

Remarketing. (a) The Pledged Notes comprising part of Equity Units and the Separate Notes of holders of Separate Notes that have elected to participate in the Remarketing shall be remarketed by the Remarketing Agent on the Remarketing Date. A Holder of Equity Units may elect not to participate in a Remarketing and retain the Senior Notes underlying such Equity Units by notifying the Forward Purchase Contract Agent of such election and delivering the Opt-out Treasury Consideration to the Forward Purchase Contract Agent not later than 10:00 a.m. on the fourth Business Day prior to the Remarketing Date, as applicable (or, in the case of a Failed Remarketing, not later than 10:00 a.m. on the fourth Business Day immediately prior to the subsequent Remarketing Period). Upon receipt thereof by the Forward Purchase Contract Agent, the Forward Purchase Contract Agent shall deliver such Opt-out Treasury Consideration to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Opt-out Treasury Consideration to secure such Holder's obligations under the Forward Purchase Contracts. On the first Business Day immediately preceding the Remarketing Date (or, in the case of a Failed Remarketing, the subsequent Remarketing Period), the Collateral Agent, pursuant to the terms of the Pledge Agreement, will deliver the Pledged Notes to the Forward Purchase Contract Agent. Within three Business Days following any Remarketing Period (A) if the Remarketing was successful, the Forward Purchase Contract Agent shall distribute such Notes to the new Holders thereof and (B) if there was a Failed Remarketing, the Forward Purchase Contract Agent will deliver such Notes to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Notes that are a component of Equity Units to secure such Holders' obligations under the Forward Purchase Contracts, return any Opt-out Treasury Consideration delivered by such Holders to such Holders and return the Separate Notes to the holders thereof. A Holder that does not so deliver the Opt-out Treasury Consideration or has not settled the related Purchase Contract through a Cash Settlement or an Early Settlement pursuant to Sections 5.4 and 5.9 of the Forward Purchase Contract Agreement shall be deemed to have elected to participate in the Remarketing.

Remarketing. Bluegreen shall be obligated to use commercially reasonable efforts to remarket the Intervals related to Defaulted Receivables. Bluegreen shall not, with respect to the remarketing of the Intervals associated with the Defaulted Receivables and related Trust Assets, make any "adverse selection" with respect to such Trust Assets vis-a-vis other receivables serviced by Bluegreen. Bluegreen, on behalf of the Trust and at the discretion of the Facility Administrator, shall take all necessary steps to have the record title of the applicable Resort Interests subject to such Defaulted Receivables continue to be held by the Club Trustee. In such event, Bluegreen shall direct the Club Trustee, directly or through its agents, (ai) The Pledged Notes comprising part of Equity Units and to exercise the Separate Notes of holders of Separate Notes that have elected to participate remedies provided for in the Remarketing shall be remarketed by the Remarketing Agent on the Remarketing Date. A Holder of Equity Units may elect not to participate in a Remarketing and retain the Senior Notes underlying such Equity Units by notifying the Forward Purchase Contract Agent of such election and delivering the Opt-out Treasury Consideration to the Forward Purchase Contract Agent not later than 10:00 a.m. on the fourth Business Day prior to the Remarketing Date, as applicable (orClub Trust Agreement, in the case Receivables themselves or in the other Club documents with respect to such Defaulted Receivables and the Obligors thereunder and (ii) to remarket the "Owner Beneficiary Rights" (as defined in the Club Trust Agreement) of the Obligors under such Defaulted Receivables with the purpose of effecting a Failed Remarketingrecovery of the maximum proceeds in respect of such Defaulted Receivables or finding replacements therefor. Bluegreen, not later than 10:00 a.m. on at the fourth Business Day immediately prior request of the Facility Administrator, shall reserve its rights under the Club Trust Agreement and/or the applicable Mortgages to obtain, at any time, record title and all beneficial interests in respect of the subsequent Remarketing Period)Intervals related to Defaulted Receivables. Upon receipt thereof All actions taken by Bluegreen in respect of any Defaulted Receivable shall, at all times, be carried out in a manner such that none of the Forward Purchase Contract AgentTrust, the Forward Purchase Contract Agent Facility Administrator, the Owner Trustee or the Indenture Trustee shall, under Requirements of Law, be deemed to be the developer or declarant of any Eligible Resort or the Club. Bluegreen shall deliver such Opt-out Treasury Consideration to deposit the Collateral Agent, which will, for proceeds associated with the benefit remarketing of the Company, thereupon apply Interval related to a Defaulted Receivable into the Collection Account and shall be paid the "Remarketing Fee" associated with such Opt-out Treasury Consideration Interval from the proceeds of the remarketing thereof pursuant to secure such Holder's obligations under the Forward Purchase Contracts. On the first Business Day immediately preceding the Remarketing Date (or, in the case of a Failed Remarketing, the subsequent Remarketing Period), the Collateral Agent, Section 2.11 or pursuant to the terms Servicer Purchase Option. Bluegreen (in the event the Servicer is Bluegreen or an Affiliate thereof other than the Trust Depositor) shall at all times have the right (but not the obligation) to utilize the Servicer Purchase Option as set forth in Section 2.12 in lieu of performing the Pledge Agreement, remarketing functions set forth in this Section. In connection with Bluegreen's performance of its remarketing duties hereunder Bluegreen (i) will deliver undertake such duties in the Pledged Notes to ordinary course in a manner similar and consistent with (or better than) the Forward Purchase Contract Agent. Within three Business Days following any Remarketing Period (A) if the Remarketing was successful, the Forward Purchase Contract Agent shall distribute such Notes to the new Holders thereof manner in which Bluegreen sells or markets other timeshare properties it or its Affiliates owns and (Bii) if there was a Failed Remarketing, the Forward Purchase Contract Agent will deliver such Notes to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Notes may not sell any Defaulted Receivables that are a component of Equity Units to secure such Holders' obligations under Trust Assets except for or as specifically permitted by this Agreement. Any proceeds from remarketing deposited into the Forward Purchase Contracts, return any Opt-out Treasury Consideration delivered by such Holders to such Holders and return the Separate Notes to the holders thereof. A Holder that does not so deliver the Opt-out Treasury Consideration or has not settled the related Purchase Contract through a Cash Settlement or an Early Settlement pursuant to Sections 5.4 and 5.9 of the Forward Purchase Contract Agreement Collection Account shall be deemed to have elected to participate in the Remarketingform of cash. In no event shall the Trust originate any loan in connection with such remarketing.

Remarketing. (ai) The Unless a Termination Event has occurred prior to the first Remarketing Date, in order to dispose of the Pledged Notes comprising part of Equity Units and the Separate Convertible Notes of any Holders of Corporate Units, who have not notified the Purchase Contract Agent of their intention to effect a Cash Settlement as provided in Section 5.02(a)(i) above, or who have so notified the Purchase Contract Agent but failed to make such payment as required by Section 5.02(a)(ii) above, in each case along with any Separate Convertible Notes, the holders of Separate Notes that which have elected to participate in a Remarketing pursuant to clause (c)(ii) below, the Company shall engage the Remarketing shall be remarketed by Agents pursuant to the Remarketing Agent Agreement to remarket such Convertible Notes on the first Remarketing Date and, unless a Successful Remarketing occurs on such first Remarketing Date, the Company shall engage the Remarketing Agents pursuant to the Remarketing Agreement to remarket such Convertible Notes on the second Remarketing Date. A Holder of Equity Units may elect not to participate in a Remarketing and retain the Senior Notes underlying such Equity Units by notifying the Forward Purchase Contract Agent of such election and delivering the Opt-out Treasury Consideration to the Forward Purchase Contract Agent not later than 10:00 a.m. on the fourth Business Day prior to the Remarketing Date, as applicable (or, in the case of a Failed Remarketing, not later than 10:00 a.m. on the fourth Business Day immediately prior to the subsequent Remarketing Period). Upon receipt thereof by the Forward The Purchase Contract Agent, based on the Forward Purchase Contract Agent notices specified pursuant to Section 5.02(a)(iv), shall deliver such Opt-out Treasury Consideration to notify the Collateral AgentRemarketing Agents in writing, which will, for promptly after 5:00 p.m. (New York City time) on the benefit of the Company, thereupon apply such Opt-out Treasury Consideration to secure such Holder's obligations under the Forward Purchase Contracts. On the first Business Day immediately preceding the Remarketing Date (orDate, in of the case aggregate principal amount of a Failed RemarketingPledged Convertible Notes that are to be remarketed. Concurrently, the subsequent Remarketing Period), the Collateral Custodial Agent, pursuant to based on the terms notices specified in clause (c)(ii) below, will notify the Remarketing Agents in writing of the Pledge Agreement, will deliver the Pledged aggregate principal amount of Separate Convertible Notes to be remarketed in any Remarketing. Upon receipt of notice from the Forward Purchase Contract Agent. Within three Business Days following any Remarketing Period (A) if the Remarketing was successful, the Forward Purchase Contract Agent shall distribute such as set forth in Section 5.02(b)(i) above and notice of the Separate Convertible Notes (if any) from the Custodial Agent as set forth in Section 5.02(b)(i) above, the Remarketing Agents shall, on the Remarketing Date or Dates, use reasonable efforts to remarket, as provided in the Remarketing Agreement (subject to the new Holders thereof execution of a Remarketing Agreement and (B) if there was a Failed Remarketing, the Forward Purchase Contract Agent will deliver such Notes to the Collateral Agent, which will, for the benefit satisfaction of the Companyconditions set forth therein), thereupon apply such Convertible Notes that are a component of Equity Units to secure and such Holders' obligations under Separate Convertible Notes at or above the Forward Purchase Contracts, return any Opt-out Treasury Consideration delivered by such Holders to such Holders and return the Separate Notes to the holders thereof. A Holder that does not so deliver the Opt-out Treasury Consideration or has not settled the related Purchase Contract through a Cash Settlement or an Early Settlement pursuant to Sections 5.4 and 5.9 of the Forward Purchase Contract Agreement shall be deemed to have elected to participate in the Remarketingapplicable Remarketing Price.

Remarketing. (a) The Pledged Notes comprising part of Equity Units Upper DECS and the Separate Notes of holders of Separate Notes that have elected to participate in the Remarketing shall be remarketed 9 by the Remarketing Agent on the Remarketing Date or Accelerated Remarketing Date, as applicable. A Holder of Equity Units Upper DECS may elect not to participate in a Remarketing and retain the Senior Notes underlying such Equity Units Upper DECS by notifying the Forward Purchase Contract Agent of such election and delivering the Opt-out Treasury Consideration to the Forward Purchase Contract Agent not later than 10:00 a.m. on the fourth Business Day prior to the Remarketing Date or the Accelerated Remarketing Date, as applicable (or, in the case of a Failed Remarketing, not later than 10:00 a.m. on the fourth Business Day immediately prior to the subsequent Remarketing Period). Upon receipt thereof by the Forward Purchase Contract Agent, the Forward Purchase Contract Agent shall deliver such Opt-out Treasury Consideration to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Opt-out Treasury Consideration to secure such Holder's obligations under the Forward Purchase Contracts. On the first Business Day immediately preceding the Remarketing Date or the Accelerated Remarketing Date (or, in the case of a Failed Remarketing, the subsequent Remarketing Period), the Collateral Agent, pursuant to the terms of the Pledge Agreement, will deliver the Pledged Notes to the Forward Purchase Contract Agent. Within three Business Days following any Remarketing Period (A) if the Remarketing was successful, the Forward Purchase Contract Agent shall distribute such Notes to the new Holders thereof and (B) if there was a Failed Remarketing, the Forward Purchase Contract Agent will deliver such Notes to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Notes that are a component of Equity Units to secure such Holders' obligations under the Forward Purchase Contracts, Contracts and return any Opt-out Treasury Consideration delivered by such Holders to such Holders and return the Separate Notes to the holders thereofHolders. A Holder that does not so deliver the Opt-out Treasury Consideration or has not settled the related Purchase Contract through a Cash Settlement or an Early Settlement pursuant to Sections 5.4 5.2 and 5.9 5.7 of the Forward Purchase Contract Agreement shall be deemed to have elected to participate in the Remarketing.. On the seventh Business Day prior to the Remarketing Date or Accelerated Remarketing Date, the first day of any subsequent Remarketing Period (or if a Secondary Acceleration Event has occurred, on the fifth Business Day prior to the Accelerated Remarketing Date), the Company shall give Holders of Upper DECS and Holders of Separate Notes notice of the Remarketing in an Authorized Newspaper, including the specific U.S. Treasury security or securities (including the CUSIP number and/or the principal terms of such Treasury security or securities) that must be delivered by Holders of Upper DECS that elect not to participate in the Remarketing pursuant to Section 5.2(g) of the Forward Purchase Contract Agreement, no later than 10:00 a.m. (New York City time) on the fourth Business Day preceding the Remarketing Date or Accelerated Remarketing Date or the first day of any subsequent Remarketing Period, as applicable. Not later than seven nor more than 15 calendar days prior to any Remarketing Period, the Company shall request DTC (or any successor Clearing Agency) to notify, directly or indirectly, each Beneficial Owner or Clearing Agency Participant holding DECS and each Beneficial Owner of a Separate Note of the Remarketing and of the procedures that must be followed in connection with the Remarketing. The Forward Purchase Contract Agent shall notify, by 10:00 a.m., New York City time, on the third Business Date preceding the Remarketing Date or Accelerated Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Remarketing Agent and the Collateral Agent of the aggregate number of Senior Notes of Upper DECS Holders to be remarketed. On the third Business Day immediately preceding the Remarketing Date or Accelerated Remarketing Date or the first day of any subsequent Remarketing Period, as 10 applicable, no later than by 10:00 a.m. New York City time, pursuant to the terms of the Pledge Agreement, the Custodial Agent will notify the Remarketing Agent of the aggregate number of Separate Notes to be remarketed. On the third Business Day immediately preceding the Remarketing Date or Accelerated Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Collateral Agent and the Custodial Agent, pursuant to the terms of the Pledge Agreement, will deliver for Remarketing to the Remarketing Agent all Notes to be remarketed. Upon receipt of such notice from the Forward Purchase Contract Agent and the Custodial Agent and such Notes from the Collateral Agent and the Custodial Agent, the Remarketing Agent will, on the Remarketing Date or Accelerated Remarketing Date, as applicable, use its commercially reasonable best efforts to establish a Reset Rate pursuant to clause (i) of the definition of Reset Rate and remarket such Senior Notes pursuant to the Remarketing procedures in the Remarketing Agreement. The right of each Holder of Senior Notes to have its Senior Notes tendered for purchase will be limited to the extent that (i) the Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement, (ii) the Remarketing Agent is able to find a purchaser or purchasers for the tendered Senior Notes and (iii) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent. If a successful Remarketing shall have occurred, the Remarketing Agent will, in accordance with the Forward Purchase Contract Agreement and the Remarketing Agreement, (i) deduct and retain for itself the Remarketing Fee, (ii) use the proceeds from such successful Remarketing to purchase the Agent-purchased Treasury Consideration with the CUSIP numbers, if any, selected by the Remarketing Agent, described in clauses (1) and (2) of the definition of Remarketing Value or clauses (i) and (ii) of the definition of Accelerated Remarketing Value, as applicable, in the Forward Purchase Contract Agreement related to the Senior Notes of Holders of Upper DECS or that were remarketed, (iii) if any Separate Notes were remarketed, remit to the Collateral Agent for payment to the Holders of such Separate Notes sold in the Remarketing the remaining proceeds from such successful Remarketing attributable to the Separate Notes and (iv) if there remain any proceeds from such successful Remarketing, after the application of such proceeds as set forth in clauses (i) through (iii) of this sentence, then remit such remaining proceeds to the Forward Purchase Contract Agent for payment to the Holders of the Upper DECS that were remarketed, on a pro rata basis, in accordance with the Remarketing Agreement. On or prior to the third Business Day following the Remarketing Date or Accelerated Remarketing Date (in either case, if such Remarketing is successful), or any Subsequent Remarketing Date, the Remarketing Agent shall deliver such Agent-purchased Treasury Consideration to the Forward Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. The Collateral Agent, for the benefit of the Company, will thereupon apply such Agent-purchased Treasury Consideration, in accordance with the Pledge Agreement, to secure such Holders' obligations under the Forward Purchase Contracts. If a successful Remarketing occurs, by approximately 4:30 p.m. (New York City time) on the Remarketing Date or Accelerated Remarketing Date, as applicable, the Remarketing Agent shall advise, by telephone (promptly confirmed in writing in the case of clause (i)):

Remarketing. On June 30, 2010 and each subsequent remarketing date (a) The Pledged Notes comprising part of Equity Units and each such date, a “Remarketing Date”), the Separate Notes of holders of Separate Notes that have elected to participate in the Remarketing shall Series A Preferred Shares will be remarketed by as provided in this Section x. The Company will select from time to time a Remarketing Agent who will seek to remarket, on each such Remarketing Date, the Series A Preferred Shares for which a Non-tender Notice has not been received at the lowest distribution rate (the “Reset Distribution Rate”) that would result in a resale of such Series A Preferred Shares at a price equal to the Liquidation Preference thereof for the Reset Period. The Company may give notice to the Remarketing Agent of any date at which the Company determines to remarket the Series A Preferred Shares and shall give notice of each Mandatory Remarketing Date (as defined below) at least 60 days prior to such Remarketing Date (the period between Remarketing Dates being a “Reset Period”), provided that the Company will remarket the Series A Preferred Shares on June 30, 2010 and each anniversary thereof (each, a “Mandatory Remarketing Date”) unless and until a remarketing of the Series A Preferred Shares that is not a Failed Remarketing occurs. Subject to the Company’s right to redeem Series A Preferred Shares as set out in Section iv. above, each holder of the Series A Preferred Shares will have the right to retain the Series A Preferred Shares at the Reset Distribution Rate or to tender the Series A Preferred Shares for purchase at a price equal to the Liquidation Preference of the Series A Preferred Shares. The Remarketing Agent will notify the holders of the Reset Distribution Rate no later than 10 days prior to each Remarketing Date. All Series A Holder of Equity Units may elect not Preferred Shares are required to participate in a Remarketing and retain the Senior Notes underlying such Equity Units by notifying the Forward Purchase Contract Agent of such election and delivering the Opt-out Treasury Consideration be tendered to the Forward Purchase Contract Remarketing Agent unless the holder has elected to retain his Series A Preferred Shares by delivering to the Company a notice of non-tender (a “Non-tender Notice”) in the form attached to the Remarketing Agreement dated as of May 27, 1999 by and between the Company and Mxxxxxx Lxxxx, Pxxxxx Xxxxxx & Sxxxx Incorporated not later than 10:00 a.m. on the fourth Business Day nine days prior to the Remarketing Date, . Except as applicable set out in Paragraph (or, 3) below in the case of connection with a Failed Remarketing, not later than 10:00 a.m. from and after each Remarketing Date, the distribution rate on the fourth Business Day immediately prior Series A Preferred Shares will be the Reset Distribution Rate for such Reset Period. Neither the Company nor the Remarketing Agent shall have any obligation to purchase the Series A Preferred Shares if the Remarketing Agent is not able to sell all of the Series A Preferred Shares for which a Non-tender Notice has not been received on any Remarketing Date for a price equal to 100% of the Liquidation Preference thereof at a Reset Distribution Rate equal to or less than the rate set forth in the following sentence (such event is referred to herein as a “Failed Remarketing”). In such event, the Reset Distribution Rate on all Series A Preferred Shares, regardless of whether a Non-tender Notice was delivered for any particular Series A Preferred Share, shall be set for a Reset Period ending one year after such Remarketing Date at two times the yield published on that date by Municipal Market Data for a non-callable high grade municipal bond maturing 15 years after such Remarketing Date (as set forth by Municipal Market Data or a successor or similar publication if Municipal Market Data ceases to publish such information) on the page entitled “MMD Yields 1-15 Yr,” under the heading “BAA” and in the row corresponding to the subsequent Remarketing Period). Upon receipt thereof by the Forward Purchase Contract Agent, the Forward Purchase Contract Agent shall deliver such Opt-out Treasury Consideration to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Opt-out Treasury Consideration to secure such Holder's obligations under the Forward Purchase Contracts. On the first Business Day immediately preceding year 15 years after the Remarketing Date (orthe “MMD Rate”). At the end of such one-year Reset Period, the Remarketing Agent shall conduct another remarketing using the same procedures provided for in the case of a this Section x. If such remarketing or subsequent remarketing is another Failed Remarketing, the provisions of this paragraph (3) shall govern. Notwithstanding the foregoing, this Section x.(3) shall not be applicable until after a successful remarketing and thereafter only in the event of a subsequent Remarketing Period)Failed Remarketing. Notwithstanding any other provision of the Operating Agreement herein, the Collateral Agent, pursuant Reset Distribution Rate in effect as of and following the Amendment Effective Date shall be 7.50% and such Reset Distribution Rate shall continue to the terms be in effect for all purposes until a remarketing of the Pledge AgreementSeries A Preferred Shares that is not a Failed Remarketing occurs. For the avoidance of doubt, will deliver the Pledged Notes any default or consequence predicated on a failure to the Forward Purchase Contract Agent. Within three Business Days following comply with this Section x. or any Remarketing Period (A) if the Remarketing was successfulcomparable provision of any Prior Series Exhibit or any purported “failed remarketing,” in each case arising prior to, or existing on, the Forward Purchase Contract Agent shall distribute such Notes to the new Holders thereof and (B) if there was a Failed Remarketing, the Forward Purchase Contract Agent will deliver such Notes to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Notes that are a component of Equity Units to secure such Holders' obligations under the Forward Purchase Contracts, return any Opt-out Treasury Consideration delivered by such Holders to such Holders and return the Separate Notes to the holders thereof. A Holder that does not so deliver the Opt-out Treasury Consideration or has not settled the related Purchase Contract through a Cash Settlement or an Early Settlement pursuant to Sections 5.4 and 5.9 of the Forward Purchase Contract Agreement Amendment Effective Date shall be deemed waived and cease to have elected to participate in be of any consequence following the RemarketingAmendment Effective Date.

Remarketing. (a) The Pledged Notes comprising part of Equity Units and Unless a Tax Event Redemption has occurred, the Separate Notes of holders of Separate Notes that have elected Company shall engage a nationally recognized investment bank (the "Remarketing Agent") pursuant to participate in the Remarketing shall be remarketed by the Remarketing Agent on the Remarketing Date. A Holder of Equity Units may elect not Agreement to participate in a Remarketing and retain sell the Senior Notes underlying such Equity Units by notifying of Corporate Unit Holders (the Forward Purchase Contract Agent of such election and delivering the Opt-out Treasury Consideration to the Forward Purchase Contract Agent not later than 10:00 a.m. "Initial Remarketing") on the fourth third Business Day prior to (the "Initial Remarketing Date") immediately preceding February 15, as applicable (or2005. In order to facilitate the remarketing, in the case of a Failed RemarketingAgent shall notify, not later than 10:00 a.m. by 11:00 a.m., New York City time, on the fourth Business Day immediately prior to the subsequent Remarketing Period). Upon receipt thereof by the Forward Purchase Contract Agent, the Forward Purchase Contract Agent shall deliver such Opt-out Treasury Consideration to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Opt-out Treasury Consideration to secure such Holder's obligations under the Forward Purchase Contracts. On the first Business Day immediately preceding the Initial Remarketing Date (or, in the case of a Failed RemarketingDate, the subsequent Remarketing Period)Agent and the Company of the aggregate principal amount of Senior Notes that constitute part of the Corporate Units to be remarketed. Concurrently, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will deliver the Pledged present for remarketing such Senior Notes to the Forward Purchase Contract Remarketing Agent. Within three Business Days following any Remarketing Period (A) if Upon receipt of the Remarketing was successful, notice from the Forward Purchase Contract Agent shall distribute and such Senior Notes to the new Holders thereof and (B) if there was a Failed Remarketing, the Forward Purchase Contract Agent will deliver such Notes to from the Collateral Agent, which the Remarketing Agent will, on the Initial Remarketing Date, use its reasonable efforts to remarket such Senior Notes on such date at a price of approximately 100.25% (but not less than 100%) of the Treasury Portfolio Purchase Price. If the Remarketing Agent is able to remarket the Senior Notes at a price equal to or greater than 100% of the Treasury Portfolio Purchase Price (a "Successful Initial Remarketing"), the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. In addition, the Remarketing Agent may deduct as a remarketing fee ("Remarketing Fee") an amount not exceeding 25 basis points (0.25%) of the Treasury Portfolio Purchase Price from any amount of such proceeds in excess of the Treasury Portfolio Purchase Price. Any proceeds in excess of those required to pay the Treasury Portfolio Purchase Price and the Remarketing Fee will be remitted to the Agent for prompt payment to the Holders of the related Corporate Units to be made on a pro rata basis. Corporate Unit Holders whose Senior Notes are so remarketed will not otherwise be responsible for the benefit payment of any Remarketing Fee in connection therewith. The Treasury Portfolio will be substituted for the Senior Notes of Corporate Unit Holders and the appropriate Applicable Ownership Interest (as specified in clause (A) of the Company, thereupon apply definition of such Notes that are a component term) of Equity Units the Treasury Portfolio will be pledged to the Collateral Agent to secure such the Corporate Unit Holders' obligations obligation to pay the Purchase Price for the Common Stock under the Forward Purchase Contracts, return any Opt-out Treasury Consideration delivered by such Holders to such Holders and return the Separate Notes to the holders thereof. A Holder that does not so deliver the Opt-out Treasury Consideration or has not settled the related Purchase Contracts on the Purchase Contract through Settlement Date. Following the occurrence of a Cash Settlement or an Early Settlement pursuant Successful Initial Remarketing, the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to Sections 5.4 the Treasury Portfolio as the Holder of Corporate Units and 5.9 the Collateral Agent had in respect of the Forward Purchase Contract Agreement Senior Notes, as the case may be, subject to the Pledge thereof as provided in Articles 2, 3, 4, 5 and 6 of the Pledge Agreement, and any reference herein or in the Certificates to the Senior Notes shall be deemed to have elected be a reference to participate such Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Senior Notes as collateral. If, (i) in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the related Senior Notes (other than to the Company) of such Holders of Corporate Units at a price equal to or greater than 100% of the Treasury Portfolio Purchase Price, or (ii) the remarketing has not occurred because a condition precedent to the remarketing has not been fulfilled, the remarketing will be deemed to have failed (a "Failed Initial Remarketing"). The Company will cause a notice of a Failed Initial Remarketing to be published on the second Business Day immediately preceding February 15, 2005 in an Authorized Newspaper. Holders of beneficial interests in the Corporate Units shall be hereby deemed to agree that the obligations of the Remarketing Agent under the Remarketing Agreement will be subject to satisfaction of conditions to be set forth in or incorporated by reference into any such agreement.

Remarketing. (a) The Pledged Notes comprising part of Equity Units and Unless a Tax Event Redemption has occurred, the Separate Notes of holders of Separate Notes that have elected Company shall engage a nationally recognized investment bank (the "Remarketing Agent") pursuant to participate in the Remarketing shall be remarketed by the Remarketing Agent on the Remarketing Date. A Holder of Equity Units may elect not Agreement to participate in a Remarketing and retain sell the Senior Notes underlying such Equity Units by notifying of Corporate Unit Holders (the Forward Purchase Contract Agent of such election and delivering the Opt-out Treasury Consideration to the Forward Purchase Contract Agent not later than 10:00 a.m. "Initial Remarketing") on the fourth Business Day prior to the Remarketing Date, as applicable (or, in the case of a Failed Remarketing, not later than 10:00 a.m. on the fourth third Business Day immediately prior to preceding , 2005 (the subsequent "Initial Remarketing PeriodDate"). Upon receipt thereof by In order to facilitate the Forward Purchase Contract Agentremarketing, the Forward Purchase Contract Agent shall deliver such Opt-out Treasury Consideration to notify, by 11:00 a.m., New York City time, on the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Opt-out Treasury Consideration to secure such Holder's obligations under the Forward Purchase Contracts. On the first Business Day immediately preceding the Initial Remarketing Date (or, in the case of a Failed RemarketingDate, the subsequent Remarketing Period)Agent and the Company of the aggregate principal amount of Senior Notes that constitute part of the Corporate Units to be remarketed. Concurrently, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will deliver the Pledged present for remarketing such Senior Notes to the Forward Purchase Contract Remarketing Agent. Within three Business Days following any Remarketing Period (A) if Upon receipt of the Remarketing was successful, notice from the Forward Purchase Contract Agent shall distribute and such Senior Notes to the new Holders thereof and (B) if there was a Failed Remarketing, the Forward Purchase Contract Agent will deliver such Notes to from the Collateral Agent, which the Remarketing Agent will, on the Initial Remarketing Date, use its reasonable efforts to remarket such Senior Notes on such date at a price of approximately 100.25% (but not less than 100%) of the Treasury Portfolio Purchase Price. If the Remarketing Agent is able to remarket the Senior Notes at a price equal to or greater than 100% of the Treasury Portfolio Purchase Price (a "Successful Initial Remarketing"), the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. In addition, the Remarketing Agent may deduct as a remarketing fee ("Remarketing Fee") an amount not exceeding 25 basis points (0.25%) of the Treasury Portfolio Purchase Price from any amount of such proceeds in excess of the Treasury Portfolio Purchase Price. Any proceeds in excess of those required to pay the Treasury Portfolio Purchase Price and the Remarketing Fee will be remitted to the Agent for a prompt payment to the Holders of the related Corporate Units to be made on a pro rata basis. Corporate Unit Holders whose Senior Notes are so remarketed will not otherwise be responsible for the benefit payment of any Remarketing Fee in connection therewith. The Treasury Portfolio will be substituted for the Senior Notes of Corporate Unit Holders and the appropriate Applicable Ownership Interest (as specified in clause (A) of the Company, thereupon apply definition of such Notes that are a component term) of Equity Units the Treasury Portfolio will be pledged to the Collateral Agent to secure such the Corporate Unit Holders' obligations obligation to pay the Purchase Price for the Common Stock under the Forward Purchase Contracts, return any Opt-out Treasury Consideration delivered by such Holders to such Holders and return the Separate Notes to the holders thereof. A Holder that does not so deliver the Opt-out Treasury Consideration or has not settled the related Purchase Contracts on the Purchase Contract through Settlement Date. Following the occurrence of a Cash Settlement or an Early Settlement pursuant Successful Initial Remarketing, the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to Sections 5.4 the Treasury Portfolio as the Holder of Corporate Units and 5.9 the Collateral Agent had in respect of the Forward Purchase Contract Agreement Senior Notes, as the case may be, subject to the Pledge thereof as provided in Articles 2, 3, 4, 5 and 6 of the Pledge Agreement, and any reference herein or in the Certificates to the Senior Notes shall be deemed to have elected be a reference to participate such Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Senior Notes as collateral. If, (i) in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the related Senior Notes (other than to the Company) of such Holders of Corporate Units at a price not less than 100% of the Treasury Portfolio Purchase Price, or (ii) the remarketing has not occurred because a condition precedent to the remarketing has not been fulfilled, the remarketing will be deemed to have failed (a "Failed Initial Remarketing"). The Company will cause a notice of a Failed Initial Remarketing to be published on the second Business Day immediately preceding , 2005 in an Authorized Newspaper. Holders of and the holders of beneficial interests in the [Corporate Units] shall be hereby deemed to agree that the obligations of the Remarketing Agent under the Remarketing Agreement are subject to satisfaction of conditions set forth in or incorporated by reference into any such agreement.

Remarketing. (a) The Pledged Notes comprising part of Equity Units and the Separate Notes of holders of Separate Notes that have elected to participate in the Remarketing shall be remarketed Collateral Agent shall, by the Remarketing Agent on the Remarketing Date. A Holder of Equity Units may elect not to participate in a Remarketing and retain the Senior Notes underlying such Equity Units by notifying the Forward Purchase Contract Agent of such election and delivering the Opt-out Treasury Consideration to the Forward Purchase Contract Agent not later than 10:00 a.m. on the fourth Business Day prior to the Remarketing Datea.m., as applicable (orNew York City time, in the case of a Failed Remarketing, not later than 10:00 a.m. on the fourth Business Day immediately prior preceding any proposed Reset Date, without any instruction from any Holder of Income PRIDES, present the related Pledged Debt Securities to the subsequent Remarketing Period)Agent for remarketing pursuant to the Remarketing Agreement. Upon receipt thereof by the Forward Purchase Contract Agentreceiving such Pledged Debt Securities, the Forward Purchase Contract Remarketing Agent shall deliver will remarket such Opt-out Treasury Consideration to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Opt-out Treasury Consideration to secure such Holder's obligations under the Forward Purchase Contracts. On the first Business Day immediately preceding the Remarketing Date (or, in the case of a Failed Remarketing, the subsequent Remarketing Period), the Collateral Agent, Debt Securities pursuant to the terms of the Pledge Remarketing Agreement. If such remarketing is successful, will deliver after deducting the Remarketing Fee from any amount of Proceeds therefrom in excess of the sum of (i) Remarketing Treasury Portfolio Purchase Price, plus (ii) the amount of accrued and unpaid interest, if any, on the Pledged Notes to the Forward Purchase Contract Agent. Within three Business Days following any Remarketing Period (A) if Debt Securities, the Remarketing was successful, the Forward Purchase Contract Agent shall distribute such Notes to the new Holders thereof and (B) if there was a Failed Remarketing, the Forward Purchase Contract Agent will deliver remit the entire amount of the Proceeds of such Notes remarketing to the Collateral AgentAgent on or prior to 12:00 p.m., which New York City time, on the Reset Date. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, for at the benefit written direction of the Company, thereupon apply an amount equal to the Remarketing Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Remarketing Treasury Portfolio and remit the remaining portion of such Notes that are a component Proceeds, if any, to the Purchase Contract Agent for payment to the Holders of Equity Units Income PRIDES. The Collateral Agent shall Transfer the Remarketing Treasury Portfolio to the Collateral Account to secure such Holders' obligations the obligation of all Holders of Income PRIDES to purchase Common Stock of the Company under the Forward Purchase ContractsContracts constituting a part of such Income PRIDES, return any Opt-out Treasury Consideration delivered by in substitution for the Pledged Debt Securities. Thereafter the Collateral Agent shall have such Holders to such Holders security interests, rights and return the Separate Notes obligations with respect to the holders thereof. A Holder that does not so deliver the Opt-out Remarketing Treasury Consideration or has not settled the related Purchase Contract through a Cash Settlement or an Early Settlement pursuant to Sections 5.4 and 5.9 Portfolio as it had in respect of the Forward Purchase Contract Agreement Pledged Debt Securities as provided in Articles II, III, IV, V and VI hereof, and any reference herein to the Pledged Debt Securities shall be deemed to have elected be a reference to participate in such Remarketing Treasury Portfolio, and any reference herein to interest on the RemarketingDebt Securities shall be deemed to be a reference to distributions on such Remarketing Treasury Portfolio.

Remarketing. (ai) The Pledged Notes comprising part Company or the Purchase Contract Agent, at the Company’s request, shall provide a notice (the “Remarketing Notice”), not later than 10:00 a.m., New York City time, on October 5, 2010, to Holders of Equity Units and the Separate Notes of holders of Separate Senior Notes that have elected of the Remarketing to participate take place by providing a written notice to such Holders of Units and holders of Separate Senior Notes and by issuing a press release and causing such Remarketing Notice to be published not later than 10:00 a.m. New York City time on such day. The press release to be issued under this subsection shall be published by making a timely release to an appropriate news agency such as Bloomberg Business News or the Dow Xxxxx News Service. Such Remarketing Notice shall specify the First Remarketing Date, the dates of the Remarketing Period, procedures to be followed in the Remarketing shall be remarketed by and specify the Remarketing Agent on the Remarketing Date. A Holder of Equity Units may Cash Settlement amount payable in accordance with Section 5.02 if Holders elect not to participate in the Remarketing. Unless a Special Event Redemption or a Termination Event has occurred prior to the First Remarketing and retain Date, in order to dispose of the Senior Notes underlying such Equity Pledged Applicable Ownership Interests in Senior Notes of any Holders of Corporate Units by notifying who have not notified the Forward Purchase Contract Agent of such election and delivering their intention to effect a Cash Settlement as provided in Section 5.02(a)(i) above, or who have so notified the Opt-out Treasury Consideration to the Forward Purchase Contract Agent not later than 10:00 a.m. on but failed to make such payment as required by Section 5.02(a)(ii) above, the fourth Business Day prior Company shall engage the Remarketing Agents pursuant to the Remarketing Date, as applicable (or, in the case of a Failed Remarketing, not later than 10:00 a.m. on the fourth Business Day immediately prior Agreement to the subsequent Remarketing Period)sell such Senior Notes. Upon receipt thereof by the Forward The Purchase Contract Agent, based on the Forward Purchase Contract Agent notices specified pursuant to Section 5.02(a)(iv), shall deliver such Opt-out Treasury Consideration to notify the Collateral AgentRemarketing Agents, which will, for the benefit of the Company, thereupon apply such Opt-out Treasury Consideration to secure such Holder's obligations under the Forward Purchase Contracts. On promptly after 5:00 p.m. (New York City time) on the first Business Day immediately preceding the First Remarketing Date (orDate, of the aggregate principal amount of Senior Notes attributable to the Pledged Applicable Ownership Interests in the case of a Failed RemarketingSenior Notes that are to be remarketed. Concurrently, the subsequent Remarketing PeriodCustodial Agent, based on the notices specified in clause (ii) below of this Section 5.02(b), will present for Remarketing the Collateral Agent, pursuant to the terms of the Pledge Agreement, will deliver the Pledged Separate Senior Notes to the Forward Purchase Contract Agent. Within three Business Days following any Remarketing Period (A) if the Remarketing was successful, the Forward Purchase Contract Agent shall distribute such Notes to the new Holders thereof and (B) if there was a Failed Remarketing, the Forward Purchase Contract Agent will deliver such Notes to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Notes that are a component of Equity Units to secure such Holders' obligations under the Forward Purchase Contracts, return any Opt-out Treasury Consideration delivered by such Holders to such Holders and return the Separate Notes to the holders thereof. A Holder that does not so deliver the Opt-out Treasury Consideration or has not settled the related Purchase Contract through a Cash Settlement or an Early Settlement pursuant to Sections 5.4 and 5.9 of the Forward Purchase Contract Agreement shall be deemed to have elected to participate in the RemarketingAgents.

Remarketing. (a) The Pledged Notes comprising part of Equity Units and the Separate Notes of holders of Separate Notes that have elected to participate in the Remarketing shall be remarketed Collateral Agent shall, by the Remarketing Agent on the Remarketing Date. A Holder of Equity Units may elect not to participate in a Remarketing and retain the Senior Notes underlying such Equity Units by notifying the Forward Purchase Contract Agent of such election and delivering the Opt-out Treasury Consideration to the Forward Purchase Contract Agent not later than 10:00 a.m. on the fourth Business Day prior to the Remarketing Datea.m., as applicable (orNew York City time, in the case of a Failed Remarketing, not later than 10:00 a.m. on the fourth Business Day immediately prior preceding any proposed Reset Date, without any instruction from any Holder of Income PRIDES, present the related Pledged Debt Securities to the subsequent Remarketing Period)Agent for remarketing pursuant to the Remarketing Agreement. Upon receipt thereof by the Forward Purchase Contract Agentreceiving such Pledged Debt Securities, the Forward Purchase Contract Remarketing Agent shall deliver will remarket such Opt-out Treasury Consideration to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Opt-out Treasury Consideration to secure such Holder's obligations under the Forward Purchase Contracts. On the first Business Day immediately preceding the Remarketing Date (or, in the case of a Failed Remarketing, the subsequent Remarketing Period), the Collateral Agent, Debt Securities pursuant to the terms of the Pledge Remarketing Agreement. If such remarketing is successful, will deliver the Pledged Notes to the Forward Purchase Contract Agent. Within three Business Days following any Remarketing Period (A) if after deducting the Remarketing was successfulFee from any amount of Proceeds therefrom in excess of the Remarketing Treasury Portfolio Purchase Price, the Forward Purchase Contract Agent shall distribute such Notes to the new Holders thereof and (B) if there was a Failed Remarketing, the Forward Purchase Contract Remarketing Agent will deliver remit the entire amount of the Proceeds of such Notes remarketing to the Collateral AgentAgent on or prior to 12:00 p.m., which New York City time, on the Reset Date. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, for at the benefit written direction of the Company, thereupon apply an amount equal to the Remarketing Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Remarketing Treasury Portfolio and remit the remaining portion of such Notes that are a component Proceeds, if any, to the Purchase Contract Agent for payment to the Holders of Equity Units Income PRIDES. The Collateral Agent shall Transfer the Remarketing Treasury Portfolio to the Collateral Account to secure such Holders' obligations the obligation of all Holders of Income PRIDES to purchase Common Stock of the Company under the Forward Purchase ContractsContracts constituting a part of such Income PRIDES, return any Opt-out Treasury Consideration delivered by in substitution for the Pledged Debt Securities. Thereafter the Collateral Agent shall have such Holders to such Holders security interests, rights and return the Separate Notes obligations with respect to the holders thereof. A Holder that does not so deliver the Opt-out Remarketing Treasury Consideration or has not settled the related Purchase Contract through a Cash Settlement or an Early Settlement pursuant to Sections 5.4 and 5.9 Portfolio as it had in respect of the Forward Purchase Contract Agreement Pledged Debt Securities as provided in Articles II, III, IV, V and VI hereof, and any reference herein to the Pledged Debt Securities shall be deemed to have elected be a reference to participate in such Remarketing Treasury Portfolio, and any reference herein to interest on the RemarketingDebt Securities shall be deemed to be a reference to distributions on such Remarketing Treasury Portfolio.

Remarketing. Unless a Tax Event Redemption has occurred, pursuant to a remarketing agreement (athe "Remarketing Agreement") The Pledged Notes comprising part dated as of Equity Units and , 1998, among the Separate Notes of holders of Separate Notes that have elected to participate in Company, the Remarketing shall be remarketed by Trust, the Remarketing Agent on the Remarketing Date. A Holder of Equity Units may elect not to participate in a Remarketing and retain the Senior Notes underlying such Equity Units by notifying the Forward Purchase Contract Agent of such election and delivering a nationally recognized investment banking firm chosen by the Opt-out Treasury Consideration Company (the "Remarketing Agent"), and subject to the Forward Purchase Contract Agent not later than 10:00 a.m. on the fourth Business Day prior to the Remarketing Date, as applicable (or, in the case terms of a Failed Remarketing, not later than 10:00 a.m. on Remarketing Underwriting Agreement to be dated as of the fourth third Business Day immediately prior preceding the Purchase Contract Settlement Date among such parties (the "Remarketing Underwriting Agreement"), the Trust Preferred Securities of such Income PRIDES holders who have failed to notify the subsequent Remarketing Period). Upon receipt thereof by the Forward Purchase Contract Agent, on or prior to the Forward fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts with separate cash, will be remarketed on the third Business Day immediately preceding the Purchase Contract Settlement Date. The Remarketing Agent shall deliver will use its reasonable efforts to remarket such Opt-out Treasury Consideration Trust Preferred Securities (bearing the Reset Rate) on such date for settlement on the Purchase Contract Settlement Date at a price of approximately 100.5% of the aggregate stated liquidation amount of such Trust Preferred Security, plus accrued and unpaid distributions (including any deferred distributions), if any, thereon. The portion of the proceeds from such remarketing equal to the Collateral Agentaggregate stated liquidation amount of such Trust Preferred Securities will be automatically applied to satisfy in full such Income PRIDES holders' obligations to purchase Common Stock under the related Purchase Contracts. In addition, which willafter deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate stated liquidation amount of the remarketed securities from any amount of such proceeds in excess of the aggregate stated liquidation amount of the remarketed Trust Preferred Securities plus any accrued and unpaid distributions (including any deferred distributions), the Remarketing Agent will remit the remaining portion of the proceeds, if any, for the benefit of such holder. Income PRIDES holders, whose Trust Preferred Securities are so remarketed will not otherwise be responsible for any Remarketing Fee in connection therewith. If, despite using its reasonable efforts, the CompanyRemarketing Agent cannot remarket the related Trust Preferred Securities of such holders of Income PRIDES at a price not less than 100% of the aggregate stated liquidation amount of such Trust Preferred Securities plus accrued and unpaid distributions, thereupon apply including deferred distributions, if any, resulting in a Failed Remarketing, the Company will exercise its rights as a secured party to dispose of the Trust Preferred Securities in accordance with applicable law and to satisfy in full, from the proceeds of such Opt-out Treasury Consideration disposition, such holder's obligation to secure such Holder's obligations purchase Common Stock under the Forward related Purchase Contracts, provided, that if the Company exercises such rights as a secured party with respect to such Trust Preferred Securities, any accrued and unpaid distributions (including any deferred distributions) on such Trust Preferred Securities will be paid in cash by the Company to the holder of record of such Trust Preferred Securities. On The Company will cause a notice of such Failed Remarketing to be published on the first second Business Day immediately preceding the Remarketing Date (or, in the case of a Failed Remarketing, the subsequent Remarketing Period), the Collateral Agent, pursuant to the terms of the Pledge Agreement, will deliver the Pledged Notes to the Forward Purchase Contract Settlement Date. It is currently anticipated that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated will be the Remarketing Agent. Within three Business Days following any Remarketing Period (A) if the Remarketing was successful, the Forward Purchase Contract Agent shall distribute such Notes to the new Holders thereof and (B) if there was a Failed RemarketingSettlement Date 16, the Forward Purchase Contract Agent will deliver such Notes to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Notes that are a component of Equity Units to secure such Holders' obligations under the Forward Purchase Contracts, return any Opt-out Treasury Consideration delivered by such Holders to such Holders and return the Separate Notes to the holders thereof. A Holder that does not so deliver the Opt-out Treasury Consideration or has not settled the related Purchase Contract through a Cash Settlement or an Early Settlement pursuant to Sections 5.4 and 5.9 of the Forward Purchase Contract Agreement shall be deemed to have elected to participate in the Remarketing2001.