Common use of Purchase Contract Agreement; Purchase Contracts Clause in Contracts

Purchase Contract Agreement; Purchase Contracts. Each Purchase Contract evidenced hereby is being issued under and governed by a Purchase Contract Agreement, dated as of [DATE] (as may be amended, modified or supplemented from time to time pursuant to the terms thereof, the “Purchase Contract Agreement”), between the Company and [ ], as Purchase Contract Agent (including its successors thereunder, the “Purchase Contract Agent”), to which Purchase Contract Agreement and amended, modified or supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company, and the Holders and of the terms upon which the Corporate Unit Certificates are, and are to be, executed and delivered. The terms of this Corporate Unit Certificate include those stated herein and in the Purchase Contract Agreement. To the extent permitted by applicable law, in the event of an inconsistency between this Corporate Unit Certificate and the Purchase Contract Agreement, the terms of the Purchase Contract Agreement shall control. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby obligates the Holder of this Corporate Unit Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “Purchase Price”), a number of shares of Common Stock equal to the Settlement Rate then in effect unless on or prior to the Purchase Contract Settlement Date, there shall have occurred a Termination Event, an Early Settlement or a Merger Early Settlement with respect to the Units of which such Purchase Contract is a part. The “Settlement Rate” is equal to: (1) if the Applicable Closing Price (as defined below) per share is equal to or greater than $___ (the “Threshold Appreciation Price”), ___ shares of Common Stock per Purchase Contract; (2) if the Applicable Closing Price per share is less than the Threshold Appreciation Price but greater than $___ (the “Reference Price”), the number of shares of Common Stock determined by dividing the Stated Amount by the Applicable Closing Price; and (3) if the Applicable Closing Price per share is less than or equal to the Reference Price, ___ shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in the Purchase Contract Agreement. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in the Purchase Contract Agreement. In accordance with the terms of the Purchase Contract Agreement, the Holder of this Corporate Unit Certificate shall pay the Purchase Price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby by (i) effecting a Cash Settlement, an Early Settlement or Merger Early Settlement or (ii) application of payments received in respect of the Pledged Treasury Portfolio Interest acquired from the proceeds of a Remarketing of the related Pledged Debt Securities relating to the Corporate Units represented by this Corporate Unit Certificate. As provided in the Purchase Contract Agreement, upon the occurrence of a Failed Remarketing, the Collateral Agent shall exercise, for the benefit of the Company, its rights as a secured creditor with respect to the Pledged Debt Securities related to this Corporate Unit Certificate and, subject to applicable law, may (i) retain such Pledged Debt Securities in full satisfaction of the Holders’ obligations under the Purchase Contracts or (ii) sell such Pledged Debt Securities in one or more public or private sales, the proceeds, if any, of such sale to constitute full satisfaction of the Holders’ obligations under the Purchase Contracts. With respect to such Pledged Debt Securities which are the subject of a Failed Remarketing, any accrued and unpaid interest payments on such Pledged Debt Securities will become payable by the Company to the Holder of this Corporate Unit Certificate in the manner provided for in the Purchase Contract Agreement. The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder unless it shall have received payment of the aggregate purchase price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Purchase Contract Agreement which payment, in the case of a Failed Remarketing shall occur by the resale of Pledged Debt Securities or foreclosure on and retention of such Pledged Debt Securities pursuant to the Purchase Contract Agreement and the Pledge Agreement.

Purchase Contract Agreement; Purchase Contracts. Each Purchase Contract evidenced hereby is being issued under and governed by a Purchase Contract Agreement, dated as of [DATE] (as may be amended, modified or supplemented from time to time pursuant to the terms thereof, the “Purchase Contract Agreement”), ) between the Company and [ ], as Purchase Contract Agent (including its successors thereunder, the “Purchase Contract Agent”), to which the Purchase Contract Agreement and amended, modified or supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company, Company and the Holders and of the terms upon which the Corporate Treasury Unit Certificates are, and are to be, executed and delivered. The terms of this Corporate Treasury Unit Certificate include those stated herein and in the Purchase Contract Agreement. To the extent permitted by applicable law, in the event of an inconsistency between this Corporate Treasury Unit Certificate and the Purchase Contract Agreement, the terms of the Purchase Contract Agreement shall control. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby obligates the Holder of this Corporate Treasury Unit Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “Purchase Price”), ) a number of shares of Common Stock equal to the Settlement Rate then in effect unless on or prior to the Purchase Contract Settlement Date, there shall have occurred a Termination Event, an Early Settlement or a Merger Early Settlement with respect to the Units of which such Purchase Contract is a part. The “Settlement Rate” is equal to: (1) if the Applicable Closing Price (as defined below) per share is equal to or greater than $___ (the “Threshold Appreciation Price”), ___ shares of Common Stock per Purchase Contract; (2) if the Applicable Closing Price per share is less than the Threshold Appreciation Price but greater than $___ (the “Reference Price”), the number of shares of Common Stock determined by dividing the Stated Amount by the Applicable Closing Price; and (3) if the Applicable Closing Price per share is less than or equal to the Reference Price, then ___ shares of Common Stock per Purchase Contract, ; in each case subject to adjustment as provided in the Purchase Contract Agreement. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in the Purchase Contract Agreement. In accordance with the terms of the Purchase Contract Agreement, the Holder of this Corporate Treasury Unit Certificate shall pay the Purchase Price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby by (i) effecting a Cash Settlement, an Early Settlement or Merger Early Settlement or (ii) application of payments received in respect of the Pledged Treasury Portfolio Interest acquired from the proceeds of a Remarketing of the related Pledged Debt Securities relating to the Corporate Treasury Units represented by this Corporate Treasury Unit Certificate. As provided in the Purchase Contract Agreement, upon the occurrence of a Failed Remarketing, the Collateral Agent shall exercise, for the benefit of the Company, its rights as a secured creditor with respect to the Pledged Debt Securities related to this Corporate Unit Certificate and, subject to applicable law, may (i) retain such Pledged Debt Securities in full satisfaction of the Holders’ obligations under the Purchase Contracts or (ii) sell such Pledged Debt Securities in one or more public or private sales, the proceeds, if any, of such sale to constitute full satisfaction of the Holders’ obligations under the Purchase Contracts. With respect to such Pledged Debt Securities which are the subject of a Failed Remarketing, any accrued and unpaid interest payments on such Pledged Debt Securities will become payable by the Company to the Holder of this Corporate Unit Certificate in the manner provided for in the Purchase Contract Agreement. The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder unless it shall have received payment of the aggregate purchase price for the shares of Common Stock to be purchased thereunder in the manner herein set forth in the Purchase Contract Agreement which payment, in the case of a Failed Remarketing shall occur by the resale of Pledged Debt Securities or foreclosure on and retention of such Pledged Debt Securities pursuant to the Purchase Contract Agreement and the Pledge Agreement.

Purchase Contract Agreement; Purchase Contracts. Each Purchase Contract evidenced hereby is being issued under and governed by a Purchase Contract Agreement, dated as of [DATE] November __, 2001 (as may be amended, modified or supplemented from time to time pursuant to the terms thereof, the “"Purchase Contract Agreement”), ") between the Company and [ ]The Bank of New York, as Purchase Contract Agent (including its successors thereunder, the “"Purchase Contract Agent”"), to which the Purchase Contract Agreement and amended, modified or supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company, Company and the Holders and of the terms upon which the Corporate Unit Treasury PIES Certificates are, and are to be, executed and delivered. The terms of this Corporate Unit Treasury PIES Certificate include those stated herein and in the Purchase Contract Agreement. To the extent permitted by applicable law, in the event of an inconsistency between this Corporate Unit Treasury PIES Certificate and the Purchase Contract Agreement, the terms of the Purchase Contract Agreement shall control. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby obligates the Holder of this Corporate Unit Treasury PIES Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “"Purchase Price”), ") a number of shares of Common Stock equal to the Settlement Rate then in effect unless on or prior to the Purchase Contract Settlement Date, there shall have occurred a Termination Event, an Early Settlement or a Merger Early Settlement with respect to the Units PIES of which such Purchase Contract is a part. The “"Settlement Rate” " is equal to: (1) if the Applicable Closing Price (as defined below) per share is equal to or greater than $______ (the “"Threshold Appreciation Price”"), ________ shares of Common Stock per Purchase Contract; (2) if the Applicable Closing Price per share is less than the Threshold Appreciation Price but greater than $______ (the “"Reference Price”"), the number of shares of Common Stock determined by dividing the Stated Amount by the Applicable Closing Price; and (3) if the Applicable Closing Price per share is less than or equal to the Reference Price, then ________ shares of Common Stock per Purchase Contract, ; in each case subject to adjustment as provided in the Purchase Contract Agreement. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in the Purchase Contract Agreement. In accordance with the terms of the Purchase Contract Agreement, the Holder of this Corporate Unit Treasury PIES Certificate shall pay the Purchase Price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby by (i) effecting a Cash Settlement, an Early Settlement or Merger Early Settlement or (ii) application of payments B-4 received in respect of the Pledged Treasury Portfolio Interest acquired from the proceeds of a Remarketing of the related Pledged Debt Securities relating to the Corporate Units Treasury PIES represented by this Corporate Unit Treasury PIES Certificate. As provided in the Purchase Contract Agreement, upon the occurrence of a Failed Remarketing, the Collateral Agent shall exercise, for the benefit of the Company, its rights as a secured creditor with respect to the Pledged Debt Securities related to this Corporate Unit Certificate and, subject to applicable law, may (i) retain such Pledged Debt Securities in full satisfaction of the Holders’ obligations under the Purchase Contracts or (ii) sell such Pledged Debt Securities in one or more public or private sales, the proceeds, if any, of such sale to constitute full satisfaction of the Holders’ obligations under the Purchase Contracts. With respect to such Pledged Debt Securities which are the subject of a Failed Remarketing, any accrued and unpaid interest payments on such Pledged Debt Securities will become payable by the Company to the Holder of this Corporate Unit Certificate in the manner provided for in the Purchase Contract Agreement. The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder unless it shall have received payment of the aggregate purchase price for the shares of Common Stock to be purchased thereunder in the manner herein set forth in the Purchase Contract Agreement which payment, in the case of a Failed Remarketing shall occur by the resale of Pledged Debt Securities or foreclosure on and retention of such Pledged Debt Securities pursuant to the Purchase Contract Agreement and the Pledge Agreement.

Purchase Contract Agreement; Purchase Contracts. Each Purchase Contract evidenced hereby is being issued under and governed by a Purchase Contract Agreement, dated as of [DATE] November 16, 2001 (as may be amended, modified or supplemented from time to time pursuant to the terms thereof, the “"Purchase Contract Agreement”"), between the Company and [ ]The Bank of New York, as Purchase Contract Agent (including its successors thereunder, the “"Purchase Contract Agent”"), to which Purchase Contract Agreement and amended, modified or supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company, and the Holders and of the terms upon which the Corporate Unit PIES Certificates are, and are to be, executed and delivered. The terms of this Corporate Unit PIES Certificate include those stated herein and in the Purchase Contract Agreement. To the extent permitted by applicable law, in the event of an inconsistency between this Corporate Unit PIES Certificate and the Purchase Contract Agreement, the terms of the Purchase Contract Agreement shall control. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby obligates the Holder of this Corporate Unit PIES Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “"Purchase Price”"), a number of shares of Common Stock equal to the Settlement Rate then in effect unless on or prior to the Purchase Contract Settlement Date, there shall have occurred a Termination Event, an Early Settlement or a Merger Early Settlement with respect to the Units PIES of which such Purchase Contract is a part. The “"Settlement Rate” " is equal to: (1) if the Applicable Closing Price (as defined below) per share is equal to or greater than $___ 16.62 (the “"Threshold Appreciation Price”"), ___ 3.0084 shares of Common Stock per Purchase Contract; (2) if the Applicable Closing Price per share is less than the Threshold Appreciation Price but greater than $___ 13.85 (the “"Reference Price”"), the number of shares of Common Stock determined by dividing the Stated Amount by the Applicable Closing Price; and (3) if the Applicable Closing Price per share is less than or equal to the Reference Price, ___ 3.6101 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in the Purchase Contract Agreement. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in the Purchase Contract Agreement. In accordance with the terms of the Purchase Contract Agreement, the Holder of this Corporate Unit PIES Certificate shall pay the Purchase Price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby by (i) effecting a Cash Settlement, an Early Settlement or Merger Early Settlement or (ii) application of payments received in respect of the Pledged Treasury Portfolio Interest acquired from the proceeds of a Remarketing of the related Pledged Debt Securities Senior Notes relating to the Corporate Units PIES represented by this Corporate Unit PIES Certificate. As provided in the Purchase Contract Agreement, upon the occurrence of a Failed Remarketing, the Collateral Agent shall exercise, for the benefit of the Company, its rights as a secured creditor with respect to the Pledged Debt Securities Senior Notes related to this Corporate Unit PIES Certificate and, subject to applicable law, may (i) retain such Pledged Debt Securities Senior Notes in full satisfaction of the Holders’ ' obligations under the Purchase Contracts or (ii) sell such Pledged Debt Securities Senior Notes in one or more public or private sales, the proceeds, if any, of such sale to constitute full satisfaction of the Holders’ ' obligations under the Purchase Contracts. With respect to such Pledged Debt Securities Senior Notes which are the subject of a Failed Remarketing, any accrued and unpaid interest payments on such Pledged Debt Securities Senior Notes will become payable by the Company to the Holder of this Corporate Unit PIES Certificate in the manner provided for in the Purchase Contract Agreement. The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder unless it shall have received payment of the aggregate purchase price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Purchase Contract Agreement which payment, in the case of a Failed Remarketing shall occur by the resale of Pledged Debt Securities Senior Notes or foreclosure on and retention of such Pledged Debt Securities Senior Notes pursuant to the Purchase Contract Agreement and the Pledge Agreement.

Purchase Contract Agreement; Purchase Contracts. Each Purchase Contract evidenced hereby is being issued under and governed by a Purchase Contract Agreement, dated as of [DATE] November 16, 2001 (as may be amended, modified or supplemented from time to time pursuant to the terms thereof, the “"Purchase Contract Agreement”), ") between the Company and [ ]The Bank of New York, as Purchase Contract Agent (including its successors thereunder, the “"Purchase Contract Agent”"), to which the Purchase Contract Agreement and amended, modified or supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company, Company and the Holders and of the terms upon which the Corporate Unit Treasury PIES Certificates are, and are to be, executed and delivered. The terms of this Corporate Unit Treasury PIES Certificate include those stated herein and in the Purchase Contract Agreement. To the extent permitted by applicable law, in the event of an inconsistency between this Corporate Unit Treasury PIES Certificate and the Purchase Contract Agreement, the terms of the Purchase Contract Agreement shall control. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby obligates the Holder of this Corporate Unit Treasury PIES Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “"Purchase Price”), ") a number of shares of Common Stock equal to the Settlement Rate then in effect unless on or prior to the Purchase Contract Settlement Date, there shall have occurred a Termination Event, an Early Settlement or a Merger Early Settlement with respect to the Units PIES of which such Purchase Contract is a part. The “"Settlement Rate” " is equal to: (1) if the Applicable Closing Price (as defined below) per share is equal to or greater than $___ 16.62 (the “"Threshold Appreciation Price”"), ___ 3.0084 shares of Common Stock per Purchase Contract; (2) if the Applicable Closing Price per share is less than the Threshold Appreciation Price but greater than $___ 13.85 (the “"Reference Price”"), the number of shares of Common Stock determined by dividing the Stated Amount by the Applicable Closing Price; and (3) if the Applicable Closing Price per share is less than or equal to the Reference Price, ___ then 3.6101 shares of Common Stock per Purchase Contract, ; in each case subject to adjustment as provided in the Purchase Contract Agreement. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in the Purchase Contract Agreement. In accordance with the terms of the Purchase Contract Agreement, the Holder of this Corporate Unit Treasury PIES Certificate shall pay the Purchase Price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby by (i) effecting a Cash Settlement, an Early Settlement or Merger Early Settlement or (ii) application of payments received in respect of the Pledged Treasury Portfolio Interest acquired from the proceeds of a Remarketing of the related Pledged Debt Securities relating to the Corporate Units Treasury PIES represented by this Corporate Unit Treasury PIES Certificate. As provided in the Purchase Contract Agreement, upon the occurrence of a Failed Remarketing, the Collateral Agent shall exercise, for the benefit of the Company, its rights as a secured creditor with respect to the Pledged Debt Securities related to this Corporate Unit Certificate and, subject to applicable law, may (i) retain such Pledged Debt Securities in full satisfaction of the Holders’ obligations under the Purchase Contracts or (ii) sell such Pledged Debt Securities in one or more public or private sales, the proceeds, if any, of such sale to constitute full satisfaction of the Holders’ obligations under the Purchase Contracts. With respect to such Pledged Debt Securities which are the subject of a Failed Remarketing, any accrued and unpaid interest payments on such Pledged Debt Securities will become payable by the Company to the Holder of this Corporate Unit Certificate in the manner provided for in the Purchase Contract Agreement. The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder unless it shall have received payment of the aggregate purchase price for the shares of Common Stock to be purchased thereunder in the manner herein set forth in the Purchase Contract Agreement which payment, in the case of a Failed Remarketing shall occur by the resale of Pledged Debt Securities or foreclosure on and retention of such Pledged Debt Securities pursuant to the Purchase Contract Agreement and the Pledge Agreement.

Purchase Contract Agreement; Purchase Contracts. Each Purchase Contract evidenced hereby is being issued under and governed by a Purchase Contract Agreement, dated as of [DATE] November __, 2001 (as may be amended, modified or supplemented from time to time pursuant to the terms thereof, the “"Purchase Contract Agreement”"), between the Company and [ ]The Bank of New York, as Purchase Contract Agent (including its successors thereunder, the “"Purchase Contract Agent”"), to which Purchase Contract Agreement and amended, modified or supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company, and the Holders and of the terms upon which the Corporate Unit PIES Certificates are, and are to be, executed and delivered. The terms of this Corporate Unit PIES Certificate include those stated herein and in the Purchase Contract Agreement. To the extent permitted by applicable law, in the event of an inconsistency between this Corporate Unit PIES Certificate and the Purchase Contract Agreement, the terms of the Purchase Contract Agreement shall control. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby obligates the Holder of this Corporate Unit PIES Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “"Purchase Price”"), a number of shares of Common Stock equal to the Settlement Rate then in effect unless on or prior to the Purchase Contract Settlement Date, there shall have occurred a Termination Event, an Early Settlement or a Merger Early Settlement with respect to the Units PIES of which such Purchase Contract is a part. The “"Settlement Rate” " is equal to: (1) if the Applicable Closing Price (as defined below) per share is equal to or greater than $______ (the “"Threshold Appreciation Price”"), ________ shares of Common Stock per Purchase Contract; (2) if the Applicable Closing Price per share is less than the Threshold Appreciation Price but greater than $______ (the “"Reference Price”"), the number of shares of Common Stock determined by dividing the Stated Amount by the Applicable Closing Price; and (3) if the Applicable Closing Price per share is less than or equal to the Reference Price, ________ shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in the Purchase Contract Agreement. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in the Purchase Contract Agreement. In accordance with the terms of the Purchase Contract Agreement, the Holder of this Corporate Unit PIES Certificate shall pay the Purchase Price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby by (i) effecting a Cash Settlement, an Early Settlement or Merger Early Settlement or (ii) application of payments A-4 received in respect of the Pledged Treasury Portfolio Interest acquired from the proceeds of a Remarketing of the related Pledged Debt Securities Senior Notes relating to the Corporate Units PIES represented by this Corporate Unit PIES Certificate. As provided in the Purchase Contract Agreement, upon the occurrence of a Failed Remarketing, the Collateral Agent shall exercise, for the benefit of the Company, its rights as a secured creditor with respect to the Pledged Debt Securities Senior Notes related to this Corporate Unit PIES Certificate and, subject to applicable law, may (i) retain such Pledged Debt Securities Senior Notes in full satisfaction of the Holders’ ' obligations under the Purchase Contracts or (ii) sell such Pledged Debt Securities Senior Notes in one or more public or private sales, the proceeds, if any, of such sale to constitute full satisfaction of the Holders’ ' obligations under the Purchase Contracts. With respect to such Pledged Debt Securities Senior Notes which are the subject of a Failed Remarketing, any accrued and unpaid interest payments on such Pledged Debt Securities Senior Notes will become payable by the Company to the Holder of this Corporate Unit PIES Certificate in the manner provided for in the Purchase Contract Agreement. The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder unless it shall have received payment of the aggregate purchase price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Purchase Contract Agreement which payment, in the case of a Failed Remarketing shall occur by the resale of Pledged Debt Securities Senior Notes or foreclosure on and retention of such Pledged Debt Securities Senior Notes pursuant to the Purchase Contract Agreement and the Pledge Agreement.