Common use of SALE AND PURCHASE OF NOTES Clause in Contracts

SALE AND PURCHASE OF NOTES. (a) The Company will issue and sell to you and, subject to the terms and conditions hereof and in reliance on the representations and warranties of the Company contained herein and the representations and warranties otherwise made by or on behalf of the Company in writing in connection with the transactions contemplated hereby, you will purchase from the Company, at one of the Closings provided for in SECTION 1.3, as specified in SCHEDULE I, Notes of the series and in the aggregate principal amount shown opposite your name on SCHEDULE I at the purchase price of 100% of such principal amount. (b) The Company represents and warrants that contemporaneously herewith it is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS") identical with this Agreement (except for the name and signature of the purchaser at the end thereof) with each of the other institutional purchasers (the "OTHER PURCHASERS") named in SCHEDULE I, providing for the issuance and sale to each of the Other Purchasers at one of such Closings, as specified in SCHEDULE I, of Notes of the series and in the aggregate principal amount shown opposite its name on said SCHEDULE I at the purchase price of 100% of such principal amount. This Agreement and the Other Agreements are to be separate agreements and the purchase of Notes by you and each of the Other Purchasers are to be separate and several purchases. This Agreement and the Other Agreements are herein sometimes collectively referred to as the "AGREEMENTS".

SALE AND PURCHASE OF NOTES. (a) The Subject to the terms and conditions of this Agreement, the Company will issue and sell to you andyou, subject to the terms and conditions hereof and in reliance on the representations and warranties of the Company contained herein and the representations and warranties otherwise made by or as record holder on behalf of the Company in writing in connection with Beneficial Owner, and you, as record holder on behalf of the transactions contemplated herebyBeneficial Owner, you will purchase from the Company, at one of the Closings Closing provided for in SECTION 1.3Section 3, as specified in SCHEDULE I, Series C Notes of the series and in the aggregate principal amount shown or amounts specified opposite your name on SCHEDULE I in Schedule A at the purchase price of 100% of such the principal amount. amount thereof, and in the aggregate principal amount of not more than Five Million Dollars (b) The $5,000,000). Contemporaneously with entering into this Agreement, the Company represents and warrants that contemporaneously herewith it is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement (except for the name and signature principal amounts of the purchaser at the end thereofNotes to be purchased) with each of the other institutional purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers") named in SCHEDULE I), providing for the issuance and sale at such Closing to each of the Other Purchasers at one of such Closings, as specified in SCHEDULE I, of Notes in the principal amount or amounts specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the series Other Purchasers under the Other Agreements are several and in 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 shown opposite its name on said SCHEDULE I at of Notes issued and sold by the purchase price of 100% of such principal amount. This Company under this Agreement and the Other Agreements are to be separate agreements and the purchase of Notes by you and each of the Other Purchasers are to be separate and several purchases. This Agreement and the Other Agreements are herein sometimes collectively referred to as the "AGREEMENTS"shall not exceed U.S. $5,000,000.