Common use of SALE AND PURCHASE OF NOTES Clause in Contracts

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you, as record holder on behalf of the Beneficial Owner, and you, as record holder on behalf of the Beneficial Owner, will purchase from the Company, at the Closing provided for in Section 3, Series C Notes in the principal amount or amounts specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof, and in the aggregate principal amount of not more than Five Million Dollars ($5,000,000). Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "Other Agreements") identical with this Agreement (except for the principal amounts of Notes to be purchased) with each of the other purchasers named in Schedule A (the "Other Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount or amounts specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder. The aggregate principal amount of Notes issued and sold by the Company under this Agreement and the Other Agreements shall not exceed U.S. $5,000,000.

SALE AND PURCHASE OF NOTES. Subject to On the terms and subject to the conditions of this Agreement, the Company will issue and sell to you, as record holder on behalf of the Beneficial OwnerPurchaser, and you, as record holder on behalf of the Beneficial Owner, Purchaser will purchase from the Company, at the Closing provided for in Section 3, Series C Notes in the principal amount or amounts specified opposite your below such Purchaser’s name in Schedule A on the signature pages hereto at the purchase price of 100% of the principal amount thereof. If there is more than one Purchaser hereunder, each Purchaser’s obligations hereunder are several and not joint obligations, and in no Purchaser shall have any liability to any Person for the aggregate principal amount performance or non-performance of not more than Five Million Dollars ($5,000,000)any obligation by any other Purchaser hereunder. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements Agreements, if any, and may enter into additional note purchase agreements for the Notes following the date hereof (collectively, the "“Other Agreements"”) substantially identical with to this Agreement (except for the principal amounts of Notes to be purchased) with each of the other purchasers named listed in Schedule A the signature pages thereto, if any, (the "“Other Purchasers"”), providing for the sale at such Closing to each of the such Other Purchasers Purchaser of Notes in the principal amount or amounts specified opposite its such Other Purchasers’ name on such signature pages thereto. Subject to the limitations set forth in Schedule A. Your obligation hereunder and Section 10.5, the obligations Company may, without notice to or consent of the Other Purchasers under holders of the Other Agreements Notes, issue additional Notes having the same interest rate, maturity date and other terms; provided, that the additional Notes are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for fungible with the performance or non-performance by any Other Purchaser thereunder. The aggregate principal amount of Notes issued and sold by the Company under this Agreement and the Other Agreements shall not exceed U.S. $5,000,000Agreements.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you, as record holder on behalf of the Beneficial Owner, you and you, as record holder on behalf of the Beneficial Owner, you will purchase from the Company, at the Closing provided for in Section 3, Series C the 2002 Notes in the principal amount or amounts and of the series specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof, and in the aggregate principal amount of not more than Five Million Dollars ($5,000,000). Contemporaneously with entering into this Agreement, IHOP and the Company is are entering into separate Note Purchase Agreements (the "Other Agreements") identical with this Agreement (except for the principal amounts of Notes to be purchased) with each of the other purchasers named in Schedule A (the "Other Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of the 2002 Notes in the principal amount or amounts and of the series specified opposite its name in Schedule A. Your obligation hereunder hereunder, and the obligations of the Other Purchasers under the Other Agreements Agreements, are several and not joint obligations obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder. The aggregate principal amount Series A Notes, the Series B Notes and each other series of Notes issued and sold by the Company under this Agreement and the Other Agreements shall not exceed U.S. $5,000,000hereunder are each herein sometimes referred to as Notes of a "series."

SALE AND PURCHASE OF NOTES. Subject to On the terms and subject to the conditions of this Agreement, the Company will issue and sell to you, as record holder on behalf of the Beneficial Ownereach Purchaser, and you, as record holder on behalf of the Beneficial Owner, each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Series C Notes in the principal amount or amounts specified opposite your below such Purchaser’s name in Schedule A on the signature pages hereto at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations, and in no Purchaser shall have any liability to any Person for the aggregate principal amount performance or non-performance of not more than Five Million Dollars ($5,000,000)any obligation by any other Purchaser hereunder. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "“Other Agreements"”) substantially identical with to this Agreement (except for the principal amounts of Notes to be purchased) with each of the other purchasers named listed in Schedule A the signature pages thereto (the "“Other Purchasers"”), providing for the sale at such Closing to each of the such Other Purchasers Purchaser of Notes in the principal amount or amounts specified opposite its such Other Purchasers’ name in Schedule A. Your obligation hereunder and such signature pages thereto. Subject to the obligations limitations set forth in Section 10.5, the Company may, without notice to or consent of the Other Purchasers under holders of the Other Agreements Notes, issue additional Notes having the same interest rate, maturity date and other terms; provided, that the additional Notes are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for fungible with the performance or non-performance by any Other Purchaser thereunder. The aggregate principal amount of Notes issued and sold by the Company under this Agreement and the Other Agreements shall not exceed U.S. $5,000,000Agreements.

SALE AND PURCHASE OF NOTES. Subject to On the terms and subject to the conditions of this Agreement, the Company will issue and sell to you, as record holder on behalf of the Beneficial Ownereach Purchaser, and you, as record holder on behalf of the Beneficial Owner, each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Series C Notes in the principal amount or amounts specified opposite your below such Purchaser’s name in Schedule A on the signature pages hereto at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations, and in no Purchaser shall have any liability to any Person for the aggregate principal amount performance or non-performance of not more than Five Million Dollars ($5,000,000)any obligation by any other Purchaser hereunder. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements Agreements, if any (the "“Other Agreements") ”), substantially identical with to this Agreement (except for the principal amounts of Notes to be purchased) with each of the other purchasers named purchasers, if any, listed in Schedule A the signature pages thereto (the "“Other Purchasers"”), providing for the sale at such Closing to each of the such Other Purchasers Purchaser of Notes in the principal amount or amounts specified opposite its such Other Purchasers’ name in Schedule A. Your obligation hereunder and such signature pages thereto. Subject to the obligations limitations set forth in Section 10.5, the Company may, without notice to or consent of the Other Purchasers under holders of the Other Agreements Notes, issue additional Notes having the same interest rate, maturity date and other terms; provided, that the additional Notes are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for fungible with the performance or non-performance by any Other Purchaser thereunder. The aggregate principal amount of Notes issued and sold by the Company under this Agreement and the Other Agreements shall not exceed U.S. $5,000,000Agreements.

SALE AND PURCHASE OF NOTES. Subject to On the terms and subject to the conditions of this Agreement, the Company will issue and sell to you, as record holder on behalf of the Beneficial OwnerPurchaser, and you, as record holder on behalf of the Beneficial Owner, Purchaser will purchase from the Company, at the Closing provided for in Section 3, Series C Notes in the principal amount or amounts specified opposite your below such Purchaser’s name in Schedule A on the signature pages hereto at the purchase price of 100% of the principal amount thereof, and thereof in excess of the aggregate principal amount of not more than Five Million Dollars ($5,000,000). Contemporaneously the Original Notes held by such Purchaser being canceled in accordance with entering into this Agreement, as set forth on the Company signature pages hereto. If there is entering into separate Note Purchase Agreements (the "Other Agreements") identical with this Agreement (except for the principal amounts of Notes to be purchased) with more than one Purchaser hereunder, each of the other purchasers named in Schedule A (the "Other Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount or amounts specified opposite its name in Schedule A. Your obligation Purchaser’s obligations hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations obligations, and you no Purchaser shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder. Contemporaneously with entering into this Agreement, the Company may be entering into separate Note Purchase Agreements, if any, and may enter into additional note purchase agreements for the Notes following the date hereof (collectively, the “Other Agreements”) substantially identical to this Agreement with each of the other purchasers listed in the signature pages thereto, if any, (the “Other Purchasers”), providing for the sale to each such Other Purchaser thereunder. The aggregate of Notes in the principal amount specified opposite such Other Purchasers’ name on such signature pages thereto. Subject to the limitations set forth in Section 10.5, the Company may, without notice to or consent of the holders of the Notes, issue additional Notes having the same interest rate, maturity date and other terms; provided, that the additional Notes are fungible with the Notes issued and sold by the Company under this Agreement and the Other Agreements shall not exceed U.S. $5,000,000Agreements.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you, as record holder on behalf of the Beneficial Owner, each Purchaser and you, as record holder on behalf of the Beneficial Owner, each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Series C Notes in the principal amount or amounts specified opposite your such Purchaser's name in Schedule A at the purchase price of 100% of the principal amount thereof, and in the aggregate principal amount of not more than Five Million Dollars ($5,000,000). Contemporaneously with entering into this Agreement, the Company is entering into a separate Note Purchase Agreements Loan Agreement (the "Other AgreementsLoan Agreement") identical with this Agreement (except for among the principal amounts of Notes to be purchased) with each of Company, as Borrower, Omnipoint Corporation, as Grand Parent, the other purchasers named in Schedule A Lenders party thereto (the "Other PurchasersLenders"), providing for DLJ Capital Funding, Inc., as Syndication Agent, Xxxxxxx, Xxxxx Credit Partners L.P., as Documentation Agent, Bank of America National Trust & Savings Association, as Administrative Agent, and NationsBank, as Co-Agent, pursuant to which the sale Lenders will make loans at such Closing and thereafter to each of the Other Purchasers of Notes Company in the aggregate principal amount or amounts specified opposite its name in Schedule A. Your of $[595,000,000] (the "Loans"). The Purchasers' obligation hereunder and the obligations obliga tions of the Other Purchasers Lenders under the Other Agreements Loan Agreement are several and not joint obligations and you no Purchaser shall have no any obligation under any Other the Loan Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser Lender thereunder. The aggregate principal amount of Notes issued Each Purchaser's obligation hereunder is a several and sold not a joint obligation, and no Purchaser shall have any obligation or liability to any Person for the performance or non-performance by the Company under this Agreement and the Other Agreements shall not exceed U.S. $5,000,000any other Purchaser hereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you, as record holder on behalf of the Beneficial Owner, you and you, as record holder on behalf of the Beneficial Owner, you will purchase from the Company, at the Closing provided for in Section 3, Series C Notes in the principal amount or amounts specified opposite below your name in Schedule A at the purchase price of 100% of the principal amount thereof, and in the aggregate principal amount of not more than Five Million Dollars ($5,000,000). Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "“Other Agreements"”) identical with this Agreement (except for the principal amounts of Notes to be purchased) with each of the other purchasers named in Schedule A (the "“Other Purchasers"”), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount or amounts specified opposite its name in on Schedule A. The sales of the Notes to you and to each Other Purchaser are to be separate sales; provided, however, the Company and you agree that this Agreement and the Other Agreements shall constitute one single agreement for purposes of applying any statute otherwise limiting any choice of law, choice of forum, interest, fees or other contractual provision if the statute validates such contractual provision, or exempts from the statute’s limitation on such contractual provision, a single agreement creating or evidencing obligations above a threshold amount specified in that statute. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder. The aggregate principal amount of Notes issued and sold by the Company under this Agreement and the Other Agreements shall not exceed U.S. $5,000,000.