Common use of Offer of Notes Clause in Contracts

Offer of Notes. Neither the Borrower, any Partner nor any of their respective Affiliates nor anyone acting on its or their behalf has directly or indirectly offered the Notes or any part thereof or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, anyone other than the Lenders and not more than 50 other institutional investors, commercial banks and other financial institutions. Neither the Borrower, any Partner nor anyone acting on behalf of the Borrower or any Partner has taken or will take any action which would subject the issuance and sale of the Notes to the registration and prospectus delivery provisions of the Securities Act of 1933, as amended, or to the provisions of any state securities law requiring registration of securities, notification of the issuance or sale thereof or confirmation of the availability of any exemption from such registration. The representations made by the Borrower in the preceding sentence are made in reliance upon and subject to the accuracy of the Banks' representation in Section 3.13 and the Institutions' representation in Section 4.8(a).