Offering of the Notes Clause Samples

Offering of the Notes. Assuming the accuracy of the representations and warranties of the Purchasers set forth in Article III hereof, neither the Company nor any person acting on the Company's behalf has taken or will take any action (including, without limitation, any offer, issuance or sale of any securities of the Company under circumstances which might require the integration of such transactions with the sale of the Notes under the Securities Act or the rules and regulations of the SEC thereunder) which would subject the offering, issuance or sale of the Notes to the Purchasers pursuant to this Agreement to the registration provisions of the Securities Act.

Offering of the Notes. The Representatives hereby advise the Company that the Initial Purchasers intend to offer for sale, as described in the Pricing Disclosure Package and the Offering Memorandum, their respective portions of the Notes as soon after the Time of Execution as the Representatives, in their sole judgment, have determined is advisable and practicable.

Offering of the Notes. Neither the Company nor any agent acting on its behalf has, directly or indirectly, offered the Notes or any similar security of the Company for sale to, or solicited any offers to buy the Notes or any similar security of the Company from, or otherwise approached or negotiated with respect thereto with, any Person or Persons other than Prudential and the Purchasers and not more than 5 other Institutional Investors, each of which has been offered such security at a private sale for investment, and neither the Company nor any agent acting on its behalf has taken or will take any action which would subject the issuance or sale of the Notes to the provisions of Section 5 of the Securities Act or to the provisions of any securities or blue sky law of any applicable jurisdiction.

Offering of the Notes the GS Shares, the Series A Preferred Stock and the Warrants. (a) It is not necessary in connection with the offer, sale and delivery of the Notes, the GS Shares, the Series A Preferred Stock or the Warrants to the Investors to register the Notes, the GS Shares, the Series A Preferred Stock or the Warrants under the Securities Act. Until such time as the exchange notes are issued pursuant to the Exchange and Registration Rights Agreement or the Notes or exchange notes are otherwise registered pursuant to an effective registration statement under the Securities Act, it is not necessary to qualify an indenture relating to the Notes or exchange notes under the TIA. (b) The Company has not, directly or indirectly, offered, sold or solicited any offer to buy and will not, directly or indirectly, offer, sell or solicit any offer to buy, any security of a type or in a manner which would be integrated with the sale of the Notes, the GS Shares, the Series A Preferred Stock or the Warrants and require any of the Notes, the GS Shares, the Series A Preferred Stock or the Warrants to be registered under the Securities Act. None of the Company, its Affiliates or any person acting on its or any of their behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the offering of the Notes, the GS Shares, the Preferred Stock or the Warrants. With respect to any Notes, GS Shares, Series A Preferred Stock or Warrants, if any, sold in reliance upon the exemption afforded by Regulation S: (i) none of the Company, its Affiliates or any person acting on its or their behalf has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its Affiliates and any Person acting on its or their behalf has complied and will comply with the offering restrictions set forth in Regulation S. (c) The Notes are eligible for resale pursuant to Rule 144A and will not, as of the date hereof, be of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted on a U.S. automated interdealer quotation system. (n) Section 3.22 is hereby amended and restated in its entirety as follows:

Offering of the Notes. Neither the Company nor any person acting on its behalf has taken or will take any action which might subject the offering, issuance or sale of the Notes to the registration provisions of the Act.

Offering of the Notes. The Representatives hereby advise the CCP Entities that the Initial Purchasers intend to offer for sale, as set forth in the Pricing Disclosure Package and the Offering Memorandum, their respective portions of the Notes as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the Issuer, on the basis of the representations, warranties and agreements of the CCP Entities, that such Initial Purchaser: (i) is a QIB and an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act with such knowledge and experience in financial and business matters as are necessary in order to evaluate the merits and risks of an investment in the Notes; (ii) has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Notes by means of any General Solicitation or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act; (iii) in connection with the Exempt Resales, has solicited and will solicit offers to buy the Notes only from, and will offer to sell the Notes only to, the Eligible Purchasers in accordance with this Agreement and on the terms contemplated by the Pricing Disclosure Package; (iv) in connection with each such Exempt Resale made in reliance on Rule 144A, has taken and will take reasonable steps to ensure that each such Eligible Purchaser is aware that such Exempt Resale is being made in reliance on Rule 144A; and (v) in connection with each such Exempt Resale made in reliance on Regulation S, has not and will not engage in any directed selling efforts within the meaning of Rule 902 under the Securities Act and has complied and will comply with the other requirements of Regulation S in connection with the offering of the Notes. The Initial Purchasers have advised the CCP Entities that they will offer the Notes to Eligible Purchasers at a price initially equal to 100% of the principal amount thereof, plus accrued interest, if any, from the date of issuance of the Notes. Such price may be changed by the Initial Purchasers at any time without notice.

Offering of the Notes. Neither Mortgagor nor anyone acting on --------------------- its behalf has directly or indirectly offered any Note or any part thereof or any similar security for sale to, or solicited any offer to buy any of the same from, anyone other than Mortgagee or prior holders of the Notes. Neither Mortgagor nor anyone acting on its behalf has taken or will take any action which would subject the issuance of the Notes to the provisions of section 5 of the Securities Act of 1933, as amended.

Offering of the Notes. Except for the filing of a registration statement on Form S-1 with the SEC on November 25, 2005 in connection with a proposed rights offering, which registration statement was withdrawn as of February 3, 2006, neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the Securities Act of the issuance of the Notes and the Warrants to the Purchasers. Based upon the policy position of the SEC, as described in the SEC staff's No-Action Letters dated June 26, 1990 to Black Box Incorporated and February 28, 1992 to Squadron, Ellenoff, Pleasant & ▇▇▇▇▇▇, and the Purchasers' representations in Article III, the issuance of the Notes and the Warrants to the Purchasers will not be integrated with any other issuance of the Company's securities (past, current or future) for purposes of the Securities Act.

Offering of the Notes. Neither the Issuer nor any Person acting on behalf of the Issuer has, directly or indirectly, offered any of the Notes or any similar security of the Issuer for sale to, or solicited any offers to buy any thereof from, or otherwise approached or negotiated with respect thereto with, anyone other than the Purchasers and not more than 75 other institutional investors, each of whom were offered a portion of the Notes for purposes of investment and not for distribution. Neither the Issuer nor any Person acting on behalf of the Issuer has taken or will take any action which would cause the offer, issuance or sale of any Note to any Purchaser to violate the provisions of the Securities Act of 1933, as amended, or any other securities or blue sky laws of any applicable jurisdiction or subject the issuance or sale of the Notes to the registration requirements of Section 5 of said Securities Act.