and the denominator of which is the number of days in the period commencing on
the most recent interest payment date prior to the Closing Date with respect to
such Replacement Collateral until the next interest payment date.
"Rule 144A(d)(3)" has the meaning set forth in Section 4(g).
"Securities Act" means the Securities Act of 1933, 15 U.S.C. §§77a et seq., as
amended, and the rules and regulations promulgated under it.
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"Taberna" has the meaning set forth in the introductory paragraph hereof.
"Taberna Capital" means Taberna Capital Management, LLC.
"Taberna Transferred Rights" means any and all of Taberna's right, title, and
interest in, to and under the Preferred Securities, including, without
limitation, the following:
(I)
THE INDENTURE AND TRUST AGREEMENT;
(II)
ALL AMOUNTS PAYABLE TO TABERNA UNDER THE PREFERRED SECURITIES,
THE INDENTURE AND/OR THE TRUST AGREEMENT, EXCLUDING, HOWEVER, AMOUNTS PAYABLE ON
ACCOUNT OF ALL OUTSTANDING ACCRUED INTEREST THROUGH AND INCLUDING THE CLOSING
DATE;
(III)
ALL CLAIMS (INCLUDING "CLAIMS" AS DEFINED IN SECTION §101(5) OF
THE BANKRUPTCY CODE), SUITS, CAUSES OF ACTION, AND ANY OTHER RIGHT OF TABERNA,
WHETHER KNOWN OR UNKNOWN, AGAINST THE COMPANY OR ANY OF ITS AFFILIATES
(INCLUDING THE TRUST), AGENTS, REPRESENTATIVES, CONTRACTORS, ADVISORS, OR ANY
OTHER ENTITY THAT IN ANY WAY IS BASED UPON, ARISES OUT OF OR IS RELATED TO ANY
OF THE FOREGOING, INCLUDING ALL CLAIMS (INCLUDING CONTRACT CLAIMS, TORT CLAIMS,
MALPRACTICE CLAIMS, AND CLAIMS UNDER ANY LAW GOVERNING THE EXCHANGE OF, PURCHASE
AND SALE OF, OR INDENTURES FOR, SECURITIES), SUITS, CAUSES OF ACTION, AND ANY
OTHER RIGHT OF TABERNA AGAINST ANY ATTORNEY, ACCOUNTANT, FINANCIAL ADVISOR, OR
OTHER ENTITY ARISING UNDER OR IN CONNECTION WITH THE PREFERRED SECURITIES, THE
INDENTURE, THE TRUST AGREEMENT, OR THE TRANSACTIONS RELATED THERETO OR
CONTEMPLATED THEREBY;
(IV)
ALL GUARANTEES AND ALL COLLATERAL AND SECURITY OF ANY KIND FOR OR
IN RESPECT OF THE FOREGOING;
(V)
ALL CASH, SECURITIES, OR OTHER PROPERTY, AND ALL SETOFFS AND
RECOUPMENTS, TO BE RECEIVED, APPLIED, OR EFFECTED BY OR FOR THE ACCOUNT OF
TABERNA UNDER THE PREFERRED SECURITIES, THE INDENTURE AND THE TRUST AGREEMENT,
OTHER THAN FEES, COSTS AND EXPENSES PAYABLE TO TABERNA HEREUNDER AND ALL CASH,
SECURITIES, INTEREST, DIVIDENDS, AND OTHER PROPERTY THAT MAY BE EXCHANGED FOR,
OR DISTRIBUTED OR COLLECTED WITH RESPECT TO, ANY OF THE FOREGOING; AND
(VI)
ALL PROCEEDS OF THE FOREGOING.
"Trust" has the meaning set forth in the Recitals.
"Trust Agreement" has the meaning set forth in the Recitals.
"Walgreen's Mezz Loan" has the meaning set forth in Section 2(a)(i).
"Walgreen's Mezz Loan Assignment Documents" has the meaning set forth in
Section 2(a).
"Walgreen's Mezz Loan Borrowers" has the meaning set forth in Section 2(a)(i).
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2.
Exchange of Preferred Securities
for Replacement Collateral; Exchange Fee.
(A)
TABERNA AGREES TO ASSIGN, TRANSFER AND DELIVER TO THE COMPANY THE
PREFERRED SECURITIES.
IN EXCHANGE THEREFOR, THE COMPANY AGREES TO ASSIGN,
TRANSFER AND DELIVER TO TABERNA (OR SUCH NOMINEES AS MAY BE DESIGNATED BY
TABERNA, INCLUDING TABERNA VIII/IX LOAN TRUST, A NEW YORK COMMON LAW TRUST IN
WHICH EACH