Common use of Certain Purchaser Representations and Certifications Clause in Contracts

Certain Purchaser Representations and Certifications. (a) Prior to any sale or transfer of the Notes described in clause (2) of Section 2.9(a) above, each prospective purchaser of the Notes shall be deemed to have represented and agreed as follows: (1) It is a qualified institutional buyer as defined in Rule 144A, it is aware that any sale of the Notes to it will be made in reliance on Rule 144A and it is acquiring the Notes for its own institutional account of for the account of a qualified institutional buyer. (2) The purchaser understands that the Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, that the Notes have not been registered under the Securities Act and that (A) such Notes may be offered, resold, pledged or otherwise transferred only (i) to the Issuer, (ii) to a person who the seller reasonably believes is a qualified institutional buyer (as defined in Rule 144A) in a transaction meeting the requirements of Rule 144A, (iii) outside the United States to a person other than a U.S. Person (as defined in Regulation S) in a transaction meeting the requirements of Regulation S under the Securities Act, (iv) in a transaction exempt from the registration requirements of the Securities Act and the applicable securities laws of any State of the United States and any other jurisdiction or (v) pursuant to an effective registration statement under the Securities Act, in each such case in accordance with the Indenture and any applicable securities laws of any State of the United States and (B) the purchaser will, and each subsequent holder of a Note is required to, notify any subsequent purchaser of a Note of the resale restrictions set forth in (A) above. (b) Prior to (a) (i) any direct placement of the Notes from the Issuer or (ii) any placement by a placement agent selected by the Issuer, to an institutional accredited investor or (b) any sale or transfer of the Notes described in clause (4) of Section 2.9(a) above, each such prospective purchaser of the Notes shall represent and agree as follows: (i) to the restrictions on transfer set forth in clause (a) (2) above, (ii) that it is (w) a qualified institutional buyer within the meaning of Rule 144A or an accredited investor as defined in Rule 501(a)(1), (2),(3) or (7) under the Securities Act; (x) acquiring Notes having a minimum purchase price of not less than $250,000 for its own account or for any separate account for which it is acting; (y) acquiring such Notes for its own institutional account or the account of an accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act or a qualified institutional buyer within the meaning of Rule 144A; and (z) not acquiring the Notes with a view to distribution thereof or with any present intention of offering or selling any of the Notes in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction, (iii) that the registrar and transfer agent for the Notes will not be required to accept for registration of transfer any Notes acquired by them, except upon presentation of evidence satisfactory to the transfer agent that the restrictions on transfer set forth in clause (a) (2) above have been complied with and (iv) to execute and deliver to the Issuer and the Trustee a Purchaser Representation Letter in the form of Exhibit D hereto. (c) In addition, NFLP shall require such prospective purchaser to provide additional information or certifications, as shall be reasonably requested by the Trustee, the Issuer or the Initial Purchasers, to support the truth and accuracy of the foregoing acknowledgements, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the Notes. NFLP, the Initial Purchasers and the Trustee are not obligated, in their individual capacities or as a group, to register the Notes under the Securities Act or any state securities laws.

Certain Purchaser Representations and Certifications. (a) Prior to any sale or transfer of the Notes described in clause (2) of Section 2.9(a) above, each prospective purchaser of the Notes shall be deemed to have represented and agreed as follows: (1) It is a qualified institutional buyer as defined in Rule 144A, it is aware that any sale of the Notes to it will be made in reliance on Rule 144A and it is acquiring the Notes for its own institutional account of or for the account of a qualified institutional buyer. (2) The purchaser understands that the Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, that the Notes have not been registered under the Securities Act and that (A) such Notes may be offered, resold, pledged or otherwise transferred only (i) to the Issuer, (ii) to a person Person who the seller reasonably believes is a qualified institutional buyer (as defined in Rule 144A) in a transaction meeting the requirements of Rule 144A, (iii) outside the United States to a person Person other than a U.S. Person (as defined in Regulation S) in a transaction meeting the requirements of Regulation S under the Securities Act, (iv) in a transaction exempt from the registration requirements of the Securities Act and the applicable securities laws of any State of the United States and any other jurisdiction or (v) pursuant to an effective registration statement under the Securities Act, in each such case in accordance with this Base Indenture, the Indenture applicable Series Supplement and any applicable securities laws of any State of the United States and (B) the purchaser will, and each subsequent holder of a Note is required to, notify any subsequent purchaser of a Note of the resale restrictions set forth in (A) above. (b) Prior to (a) (i) any direct placement of the Notes from the Issuer or (ii) any placement by a placement agent selected by the Issuer, to an institutional accredited investor or (b) any sale or transfer who is a qualified institutional buyer within the meaning of Rule 144A, the Notes described in clause (4) of Section 2.9(a) above, Issuer shall require each such prospective purchaser of the Notes shall to represent and agree as follows: (i) to the restrictions on transfer set forth in clause (a) (2) above, (ii) that it is (w) a qualified institutional buyer within the meaning of Rule 144A or and an accredited investor as defined in Rule 501(a)(1), (2),(3501(a)(1),(2),(3) or (7) under the Securities Act; (x) acquiring Notes having a minimum purchase price of not less than $250,000 for its own account or for any separate account for which it is acting; (y) acquiring such Notes for its own institutional account or the account of an accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act or who is a qualified institutional buyer within the meaning of Rule 144A; and (z) not acquiring the Notes with a view to distribution thereof or with any present intention of offering or selling any of the Notes in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction, ; and (iiic) that the registrar and transfer agent for the Notes will not be required to accept for registration of transfer any Notes acquired by them, except upon presentation of evidence satisfactory to the transfer agent that the restrictions on transfer set forth in clause (a) (2) above have been complied with and (iv) to execute and deliver to the Issuer and the Trustee a Purchaser Representation Letter in the form of Exhibit D heretowith. (c) In addition, NFLP the Issuer shall require such prospective purchaser to provide additional information or certifications, as shall be reasonably requested by the Trustee, Trustee or the Issuer or the Initial Purchasers, to support the truth and accuracy of the foregoing acknowledgements, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the Notes. NFLP, the Initial Purchasers The Issuer and the Trustee are not obligated, in their individual capacities or as a group, to register the Notes under the Securities Act or any state securities laws.

Certain Purchaser Representations and Certifications. (a) Prior to any sale or transfer of the Notes described in clause (2) of Section 2.9(a) above, each prospective purchaser of the Notes shall be deemed to have represented and agreed as follows: (1) It is a qualified institutional buyer as defined in Rule 144A, it is aware that any sale of the Notes to it will be made in reliance on Rule 144A and it is acquiring the Notes for its own institutional account of or for the account of a qualified institutional buyer. (2) The purchaser understands that the Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, that the Notes have not been and will not be registered under the Securities Act and that (A) such Notes may be offered, resold, pledged or otherwise transferred only (i) to the IssuerCPF, (ii) to a person Person who the seller reasonably believes is a qualified institutional buyer (as defined in Rule 144A) in a transaction meeting the requirements of Rule 144A, (iii) outside the United States to a person Person other than a U.S. Person (as defined in Regulation S) in a transaction meeting the requirements of Regulation S under the Securities Act, Act or (iv) in a transaction exempt from the registration requirements of the Securities Act and the applicable securities laws of any State of the United States and any other jurisdiction or (v) pursuant to an effective registration statement under the Securities Actjurisdiction, in each such case in accordance with this Base Indenture, the Indenture Series Supplement for the applicable Series of Notes and any applicable securities laws of any State of the United States and (B) the purchaser will, and each subsequent holder of a Note is required to, notify any subsequent purchaser of a Note of the resale restrictions set forth in (A) above. (b) Prior to (a) (i) any direct placement of the Notes from the Issuer or (ii) any placement by a placement agent selected by the Issuer, CPF to an institutional accredited investor or (b) any sale or transfer of the Notes described in clause (4) of Section 2.9(a) aboveinvestor, CPF shall require each such prospective purchaser of the Notes shall to represent and agree as follows: (i) to the restrictions on transfer set forth in clause (a) (2) above, ; (ii) that it is (w) a qualified institutional buyer within the meaning of Rule 144A or an accredited investor as defined in Rule 501(a)(1), (2),(3501(a)(1),(2),(3) or (7) under the Securities Act; (x) acquiring Notes having a minimum purchase price of not less than $250,000 for its own account or for any separate account for which it is acting; (y) acquiring such Notes for its own institutional account or the account of an accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act or a qualified institutional buyer within the meaning of Rule 144AAct; and (z) not acquiring the Notes with a view to distribution thereof or with any present intention of offering or selling any of the Notes in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction, ; and (iii) that the registrar and transfer agent Registrar for the Notes will not be required to accept for registration of transfer any Notes acquired by them, except upon presentation of evidence satisfactory to the transfer agent Registrar that the restrictions on transfer set forth in clause (a) (2b)(ii) above have been complied with and (iv) to execute and deliver to the Issuer and the Trustee a Purchaser Representation Letter in the form of Exhibit D heretowith. (c) Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, shall be deemed to represent, warrant and agree that (a) either (i) it is not, and is not acquiring such Note or interest therein with the assets of, a plan or account subject to ERISA or Section 4975 of the Code, or an entity that is deemed to hold assets of any of the foregoing, or (ii) the acquisition and holding of such Note or interest therein by the Noteholder or Note Owner, throughout the period that it holds such Note or interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or in the case of a governmental, church or non-U.S. plan, a non-exempt violation of any federal, state, local, non-U.S. or other laws or regulations that are substantially similar to the prohibited transaction provisions of ERISA and/or Section 4975 of the Code), because the acquisition and holding of such Note or interest therein (x) is not, and will not become, subject to such laws or (y) is covered by an exemption from all applicable prohibited transactions, all of the conditions of which are and will be satisfied upon its acquisition of, and throughout the term that it holds, such Note or interest therein, and (b) it will not sell, pledge or otherwise transfer such Note or interest therein in violation of the foregoing. (d) In addition, NFLP CPF shall require such prospective purchaser to provide additional information or certifications, as shall be reasonably requested by the Trustee, the Issuer Trustee or the Initial Purchasers, CPF to support the truth and accuracy of the foregoing acknowledgements, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the Notes. NFLP, the Initial Purchasers CPF and the Trustee are not obligated, in their individual capacities or as a group, to register the Notes under the Securities Act or any state securities laws.

Certain Purchaser Representations and Certifications. (a) Prior to any sale or transfer of the Notes described in clause (2) of Section 2.9(a) above, each prospective purchaser of the Notes shall be deemed to have represented and agreed as follows: (1) It is a qualified institutional buyer as defined in Rule 144A, it is aware that any sale of the Notes to it will be made in reliance on Rule 144A and it is acquiring the Notes for its own institutional account of or for the account of a qualified institutional buyer. (2) The purchaser understands that the Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, that the Notes have not been registered under the Securities Act and that (A) such Notes may be offered, resold, pledged or otherwise transferred only (i) to the Issuer, (ii) to a person who the seller reasonably believes is a qualified institutional buyer (as defined in Rule 144A) in a transaction meeting the requirements of Rule 144A, (iii) outside the United States to a person other than a U.S. Person (as defined in Regulation S) in a transaction meeting the requirements of Regulation S under the Securities Act, (iv) in a transaction exempt from the registration requirements of the Securities Act and the applicable securities laws of any State of the United States and any other jurisdiction or (v) pursuant to an effective registration statement under the Securities Act, in each such case in accordance with the Indenture and any applicable securities laws of any State of the United States and (B) the purchaser will, and each subsequent holder of a Note is required to, notify any subsequent purchaser of a Note of the resale restrictions set forth in (A) above. (b) Prior to (a) (i) any direct placement of the Notes from the Issuer or (ii) any placement by a placement agent selected by the Issuer, to an institutional accredited investor or (b) any sale or transfer of the Notes described in clause (4) of Section 2.9(a) above, each such prospective purchaser of the Notes shall represent and agree as follows: (i) to the restrictions on transfer set forth in clause (a) (2) above, (ii) that it is (w) a qualified institutional buyer within the meaning of Rule 144A or an accredited investor as defined in Rule 501(a)(1), (2),(3501(a)(1),(2),(3) or (7) under the Securities Act; (x) acquiring Notes having a minimum purchase price of not less than $250,000 for its own account or for any separate account for which it is acting; (y) acquiring such Notes for its own institutional account or the account of an accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act or a qualified institutional buyer within the meaning of Rule 144A; and (z) not acquiring the Notes with a view to distribution thereof or with any present intention of offering or selling any of the Notes in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction, (iii) that the registrar and transfer agent for the Notes will not be required to accept for registration of transfer any Notes acquired by them, except upon presentation of evidence satisfactory to the transfer agent that the restrictions on transfer set forth in clause (a) (2) above have been complied with and (iv) to execute and deliver to the Issuer and the Trustee a Purchaser Representation Letter in the form of Exhibit D hereto. (c) In addition, NFLP shall require such prospective purchaser to provide additional information or certifications, as shall be reasonably requested by the Trustee, the Issuer or the Initial Purchasers, to support the truth and accuracy of the foregoing acknowledgements, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the Notes. NFLP, the Initial Purchasers and the Trustee are not obligated, in their individual capacities or as a group, to register the Notes under the Securities Act or any state securities laws.

Certain Purchaser Representations and Certifications. (a) Prior to any sale or transfer of the Notes described in clause (2) of Section 2.9(a) above, each prospective purchaser of the Notes shall be deemed to have represented and agreed as follows: (1) It is a qualified institutional buyer as defined in Rule 144A, it is aware that any sale of the Notes to it will be made in reliance on Rule 144A and it is acquiring the Notes for its own institutional account of or for the account of a qualified institutional buyer. (2) The purchaser understands that the Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, that the Notes have not been registered under the Securities Act and that (A) such Notes may be offered, resold, pledged or otherwise transferred only (i) to the Issuer, (ii) to a person who the seller reasonably believes is a qualified institutional buyer (as defined in Rule 144A) in a transaction meeting the requirements of Rule 144A, (iii) outside the United States to a person other than a U.S. Person (as defined in Regulation S) in a transaction meeting the requirements of Regulation S under the Securities Act, (iv) in a transaction exempt from the registration requirements of the Securities Act and the applicable securities laws of any State of the United States and any other jurisdiction or (v) pursuant to an effective registration statement under the Securities Act, in each such case in accordance with the Indenture and any applicable securities laws of any State of the United States and (B) the purchaser will, and each subsequent holder of a Note is required to, notify any subsequent purchaser of a Note of the resale restrictions set forth in (A) above. (b) Prior to (a) (i) any direct placement of the Notes from the Issuer or (ii) any placement by a placement agent selected by the Issuer, to an institutional accredited investor or (b) any sale or transfer who is a qualified institutional buyer within the meaning of Rule 144A, the Notes described in clause (4) of Section 2.9(a) above, Issuer shall require each such prospective purchaser of the Notes shall to represent and agree as follows: (i) to the restrictions on transfer set forth in clause (a) (2) above, (ii) that it is (w) a qualified institutional buyer within the meaning of Rule 144A or and an accredited investor as defined in Rule 501(a)(1), (2),(3501(a)(1),(2),(3) or (7) under the Securities Act; (x) acquiring Notes having a minimum purchase price of not less than $250,000 for its own account or for any separate account for which it is acting; (y) acquiring such Notes for its own institutional account or the account of an accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act or who is a qualified institutional buyer within the meaning of Rule 144A; and (z) not acquiring the Notes with a view to distribution thereof or with any present intention of offering or selling any of the Notes in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction, ; and (iiic) that the registrar and transfer agent for the Notes will not be required to accept for registration of transfer any Notes acquired by them, except upon presentation of evidence satisfactory to the transfer agent that the restrictions on transfer set forth in clause (a) (2) above have been complied with and (iv) to execute and deliver to the Issuer and the Trustee a Purchaser Representation Letter in the form of Exhibit D heretowith. (c) In addition, NFLP the Issuer shall require such prospective purchaser to provide additional information or certifications, as shall be reasonably requested by the Trustee, the Issuer or the Initial Purchasers, to support the truth and accuracy of the foregoing acknowledgements, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the Notes. NFLPThe Issuer, the Initial Purchasers and the Trustee are not obligated, in their individual capacities or as a group, to register the Notes under the Securities Act or any state securities laws.