(e) Opinion of Counsel for the Initial Purchasers. On the Closing Date,
the Initial Purchasers shall have received the favorable opinion, dated as of the Closing Date, of Cahill Gordon & Reindel LLP, counsel for the Initial Purchasers, with respect to such matters as may be reasonably requested by the Initial
(f) Officers Certificate. On the Closing Date, the Initial Purchasers shall have received a
certificate, dated as of the Closing Date, executed by the Chief Executive Officer or Chief Financial Officer of the Company and each NN Guarantor, to the effect set forth in Section 4(c) hereof, and further to the effect that: (i) for the
period from and after the date of this Agreement and prior to the Closing Date there has not occurred any Material Adverse Change; (ii) the representations, warranties and covenants of the Company and the Guarantors set forth in Section 2
hereof were true and correct as of the date hereof and are true and correct as of the Closing Date with the same force and effect as though expressly made on and as of the Closing Date; and (iii) each of the Company and the Guarantors has
complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date.
(g) Indenture and Securities. The Initial Indenture shall have been duly executed and delivered by a duly authorized
officer of the Company, each of the NN Guarantors and the Trustee, and the Securities shall have been duly executed and delivered by a duly authorized officer of the Company and duly authenticated by the Trustee.
(h) Registration Rights Agreement. The Initial Purchasers shall have received a counterpart of the Registration
Rights Agreement that shall have been executed and delivered by a duly authorized officer of the Company and each of the NN Guarantors.
(i) Senior Credit Facility. Concurrently with or prior to the Closing Date, the Company and the NN Guarantors shall have
entered into the Senior Credit Facility consistent in all material respects with the terms described in the Final Offering Memorandum and the Representative shall have received conformed counterparts thereof.
(j) Concurrent Transactions. The Transactions shall have been consummated on the terms and conditions described in the
Final Offering Memorandum.
(k) Additional Documents. On or before the Closing Date, the Initial Purchasers and
counsel for the Initial Purchasers shall have received such information, documents and opinions as they may reasonably request.
condition specified in this Section 4 is not satisfied or waived by SunTrust when and as required to be satisfied, this Agreement may be terminated by SunTrust by notice to the Company at any time on or prior to the Closing Date, which
termination shall be without liability on the part of any party to any other party, subject to survival of the provisions referenced in Section 8 hereof.