OF SUCH YEAR AND THE
RELATED AUDITED CONSOLIDATED
55
STATEMENTS OF INCOME AND OF CASH FLOWS FOR SUCH YEAR, SETTING FORTH IN EACH CASE
IN COMPARATIVE FORM THE FIGURES FOR THE PREVIOUS YEAR, REPORTED ON WITHOUT A
"GOING CONCERN" OR LIKE QUALIFICATION OR EXCEPTION, OR QUALIFICATION ARISING OUT
OF THE SCOPE OF THE AUDIT, BY BDO SEIDMAN LLP OR OTHER INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS OF NATIONALLY RECOGNIZED STANDING; AND
(B)
AS SOON AS AVAILABLE, BUT IN ANY EVENT NOT LATER THAN 50 DAYS
AFTER THE END OF EACH OF THE FIRST THREE QUARTERLY PERIODS OF EACH FISCAL YEAR
OF TMP, THE UNAUDITED CONSOLIDATED BALANCE SHEET OF TMP AND ITS CONSOLIDATED
SUBSIDIARIES AS AT THE END OF SUCH QUARTER AND THE RELATED UNAUDITED
CONSOLIDATED STATEMENTS OF INCOME AND OF CASH FLOWS FOR SUCH QUARTER AND THE
PORTION OF THE FISCAL YEAR THROUGH THE END OF SUCH QUARTER, SETTING FORTH IN
EACH CASE IN COMPARATIVE FORM THE FIGURES FOR THE PREVIOUS YEAR, CERTIFIED BY A
RESPONSIBLE OFFICER AS BEING FAIRLY STATED IN ALL MATERIAL RESPECTS (SUBJECT TO
NORMAL YEAR-END AUDIT ADJUSTMENTS).
All such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
(except that the unaudited financial statements need not include footnotes).
7.2.
CERTIFICATES; OTHER INFORMATION.
FURNISH TO THE ADMINISTRATIVE
AGENT FOR DISTRIBUTION TO EACH LENDER (OR, IN THE CASE OF CLAUSE (G), TO THE
RELEVANT LENDER):
(A)
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS
REFERRED TO IN SECTION 7.1(A), A CERTIFICATE OF THE INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS REPORTING ON SUCH FINANCIAL STATEMENTS STATING THAT IN MAKING THE
EXAMINATION NECESSARY THEREFOR NO KNOWLEDGE WAS OBTAINED OF ANY DEFAULT OR EVENT
OF DEFAULT, EXCEPT AS SPECIFIED IN SUCH CERTIFICATE;
(B)
CONCURRENTLY WITH THE DELIVERY OF ANY FINANCIAL STATEMENTS
PURSUANT TO SECTION 7.1, (I) A CERTIFICATE OF A RESPONSIBLE OFFICER STATING
THAT, TO THE BEST OF EACH SUCH RESPONSIBLE OFFICER'S KNOWLEDGE AFTER REASONABLE
DUE INQUIRY, EACH LOAN PARTY DURING SUCH PERIOD HAS OBSERVED OR PERFORMED ALL OF
ITS COVENANTS AND OTHER AGREEMENTS, AND SATISFIED EVERY CONDITION, CONTAINED IN
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY TO BE
OBSERVED, PERFORMED OR SATISFIED BY IT, AND THAT SUCH RESPONSIBLE OFFICER HAS
OBTAINED NO KNOWLEDGE OF ANY DEFAULT OR EVENT OF DEFAULT EXCEPT AS SPECIFIED IN
SUCH CERTIFICATE AND (II) A COMPLIANCE CERTIFICATE CONTAINING ALL INFORMATION
AND CALCULATIONS NECESSARY FOR DETERMINING COMPLIANCE BY TMP WITH THE PROVISIONS
OF THIS AGREEMENT REFERRED TO THEREIN AS OF THE LAST DAY OF THE FISCAL QUARTER
OR FISCAL YEAR OF TMP, AS THE CASE MAY BE, AND, IF APPLICABLE, FOR DETERMINING
THE APPLICABLE MARGINS AND COMMITMENT FEE RATE, AND (III) TO THE EXTENT NOT
PREVIOUSLY DISCLOSED TO THE ADMINISTRATIVE AGENT, A LISTING OF ANY MATERIAL
INTELLECTUAL PROPERTY ACQUIRED BY ANY BORROWER SINCE THE DATE OF THE MOST RECENT
LIST DELIVERED PURSUANT TO THIS CLAUSE (III) (OR, IN THE CASE OF THE FIRST SUCH
LIST SO DELIVERED, SINCE THE CLOSING