THE CLOSING DATE A CERTIFICATE REASONABLY SATISFACTORY TO YOU, SIGNED ON
BEHALF OF PMC NS BY THE PRESIDENT OR ANY VICE PRESIDENT OF PMC NS TO THE EFFECT
THAT:
(A) THE REPRESENTATIONS AND WARRANTIES OF EACH OF PMC NS AND PMC LP
CONTAINED IN THIS AGREEMENT WERE TRUE AND CORRECT AT AND AS OF THE EXECUTION
TIME AND ARE TRUE AND CORRECT AT AND AS OF THE CLOSING DATE AS THOUGH MADE AT
AND AS OF THE CLOSING DATE AND (B) EACH OF PMC NS AND PMC LP HAS IN ALL MATERIAL
RESPECTS PERFORMED ALL OBLIGATIONS AND SATISFIED ALL CONDITIONS REQUIRED TO BE
PERFORMED OR SATISFIED BY IT PURSUANT TO THE TERMS OF THIS AGREEMENT AT OR PRIOR
TO THE CLOSING DATE.
(M)
(I) SUBSEQUENT TO THE DATE OF THE INITIAL
LETTER OR LETTERS REFERRED TO IN PARAGRAPH (F) OF THIS SECTION 6, THERE SHALL
NOT HAVE BEEN ANY CHANGE OR DECREASE SPECIFIED IN SUCH LETTER OR LETTERS; OR
(II) SUBSEQUENT TO THE EXECUTION TIME OR, IF EARLIER, THE DATES AS OF WHICH
INFORMATION IS GIVEN IN THE OFFERING MEMORANDUM (EXCLUSIVE OF ANY AMENDMENT OR
SUPPLEMENT THERETO), THERE SHALL NOT HAVE BEEN ANY CHANGE, OR ANY DEVELOPMENT
INVOLVING A PROSPECTIVE CHANGE, IN OR AFFECTING THE CONDITION (FINANCIAL OR
OTHERWISE), PROSPECTS, EARNINGS, BUSINESS OR PROPERTIES OF THE PARTNERSHIP, THE
SUBSIDIARIES AND THE JOINT VENTURE, TAKEN AS A WHOLE, WHETHER OR NOT ARISING
FROM TRANSACTIONS IN THE ORDINARY COURSE OF BUSINESS, EXCEPT AS SET FORTH IN OR
CONTEMPLATED IN THE PRELIMINARY OFFERING MEMORANDUM (EXCLUSIVE OF ANY AMENDMENT
OR SUPPLEMENT THERETO) THE EFFECT OF WHICH, IN ANY CASE REFERRED TO IN CLAUSE
(I) OR (II) ABOVE, IS, IN THE SOLE JUDGMENT OF THE INITIAL PURCHASERS, SO
MATERIAL AND ADVERSE AS TO MAKE IT IMPRACTICAL OR INADVISABLE TO MARKET THE
SECURITIES AS CONTEMPLATED BY THE OFFERING MEMORANDUM (EXCLUSIVE OF ANY
AMENDMENT OR SUPPLEMENT THERETO).
All such opinions, certificates, letters and other documents referred to in this
Section 6 will be in compliance with the provisions hereof only if they are
reasonably satisfactory in form and substance to you and your counsel. The
Issuers shall furnish to the Initial Purchasers conformed copies of such
opinions, certificates, letters and other documents in such number as they shall
reasonably request.
30
If any of the conditions specified in this Section 6 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or if
any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Initial Purchasers and counsel for the Initial Purchasers,
this Agreement and all obligations of the Initial Purchasers hereunder may be
cancelled at, or at any time prior to, the Closing Date by the Initial
Purchasers. Notice of such cancellation shall be given to the Issuers in writing
or by telephone or facsimile confirmed in writing.
The documents required to be delivered by this Section 6 will be delivered at