(nn) Regulation S. The Company, the Guarantors and their respective
affiliates and all persons acting on their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation) have complied with and will comply with the offering restrictions requirements of
Regulation S in connection with the offering of the Securities outside the United States and, in connection therewith, the Offering Memorandum will contain the disclosure required by Rule 902. Each of the Company and the Guarantors is a
reporting issuer, as defined in Rule 902 under the Securities Act.
(oo) Market Related Data. Any
statistical and market-related data included in the Offering Memorandum are based on or derived from sources that the Company believes to be reliable and accurate or represent the Companys good faith estimates that are made on the basis of
data derived from such sources.
(pp) Occupational Safety and Health Act. The Company and each of its subsidiaries
are in compliance in all respects with all applicable provisions of the Occupational Safety and Health Act of 1970, as amended, including all applicable regulations thereunder, except for such noncompliance as would not, individually or in the
aggregate, have a Material Adverse Change.
(qq) No Restrictions on Subsidiaries. Except as described in the
Offering Memorandum, none of the Companys subsidiaries is currently restricted, directly or indirectly, from (i) paying any dividends or distributions to the Company, (ii) repaying to the Company any loans or advances to such
subsidiary from the Company or (iii) transferring any property or assets to the Company or any other subsidiary of the Company.
certificate signed by an officer of the Company or any Guarantor and delivered to the Initial Purchasers or to counsel for the Initial Purchasers shall be deemed to be a representation and warranty by the Company or such Guarantor to each Initial
Purchaser as to the matters set forth therein.
SECTION 3. Covenants of the Company. The Company and the NN Guarantors, jointly and
severally (and, in addition, upon the execution and delivery of the Joinder Agreement, the PEP Guarantors, jointly and severally) further covenants and agrees with each Initial Purchaser as follows:
(a) Copies of the Offering Memorandum. The Company will furnish to the Initial Purchasers and to counsel for the Initial
Purchasers, without charge, as many copies of the Final Offering Memorandum and any Updated Final Offering Memorandum and any amendments and supplements thereto as they shall reasonably request.
(b) Final Offering Memorandum; Amendments and Supplements. The Company will prepare and deliver to the Initial
Purchasers the Final Offering Memorandum and any Updated Final Offering Memorandum in the form approved by the Representative.