CLOSING DATE.
54
(B).
SUBJECT TO SECTION 11.20 HEREIN, THE AGREEMENT OF EACH LENDER TO
MAKE THE INITIAL EXTENSION OF CREDIT REQUESTED TO BE MADE BY ANY UK BORROWER
HEREUNDER, IS SUBJECT TO THE RECEIPT, PRIOR TO OR CONCURRENTLY WITH THE MAKING
OF SUCH EXTENSION OF CREDIT, BY THE ADMINISTRATIVE AGENT TO ITS REASONABLE
SATISFACTION OF ALL THE DOCUMENTS AND CERTIFICATES SPECIFIED IN THE SCHEDULE OF
UK BORROWERS POST-CLOSING MATTERS (AS SPECIFIED IN SECTION 7.13(A)).
6.2.
CONDITIONS TO EACH EXTENSION OF CREDIT.
THE AGREEMENT OF EACH
LENDER TO MAKE ANY EXTENSION OF CREDIT REQUESTED TO BE MADE BY IT ON ANY DATE
(INCLUDING ITS INITIAL EXTENSION OF CREDIT) IS SUBJECT TO THE SATISFACTION OF
THE FOLLOWING CONDITIONS PRECEDENT:
(A)
REPRESENTATIONS AND WARRANTIES.
EACH OF THE REPRESENTATIONS AND
WARRANTIES MADE BY ANY LOAN PARTY IN OR PURSUANT TO THE LOAN DOCUMENTS SHALL BE
TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF SUCH DATE AS IF MADE ON
AND AS OF SUCH DATE;
(B)
NO DEFAULT.
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED
AND BE CONTINUING ON SUCH DATE OR AFTER GIVING EFFECT TO THE EXTENSIONS OF
CREDIT REQUESTED TO BE MADE ON SUCH DATE; AND
(C)
BORROWING BASE COMPLIANCE.
THE TOTAL REVOLVING EXTENSIONS OF
CREDIT AFTER GIVING EFFECT TO SUCH EXTENSION OF CREDIT SHALL NOT EXCEED THE
LESSER OF:
(A) THE TOTAL REVOLVING COMMITMENTS AND (B) IN THE CASE OF THE UK
BORROWERS, THE BORROWING BASE OR, IN THE CASE OF THE US BORROWERS, THE BORROWING
BASE (US).
Each borrowing by and issuance of a Letter of Credit on behalf of the Borrowers
hereunder shall constitute a representation and warranty by each Borrower as of
the date of such extension of credit that the conditions contained in this
Section 6.2 have been satisfied.
6.3.
ADDITION OF BORROWERS.
SUBJECT TO THE TERMS AND CONDITIONS
HEREOF, FROM TIME TO TIME, ONE OR MORE DOMESTIC SUBSIDIARIES WHICH IS A WHOLLY
OWNED SUBSIDIARY MAY BECOME A BORROWER UNDER THIS AGREEMENT UPON (I) DELIVERY OF
A COMPLETED BORROWER SUPPLEMENT TO THE ADMINISTRATIVE AGENT, (II) SATISFACTION
OF THE CONDITIONS PRECEDENT SPECIFIED IN THE BORROWER SUPPLEMENT, (III)
COMPLIANCE WITH THE REQUIREMENTS SPECIFIED IN SECTION 7.9(B) HEREIN TO THE
EXTENT SUCH SUBSIDIARY HAD NOT SO COMPLIED PRIOR TO SUCH TIME, AND (IV) DELIVERY
TO THE ADMINISTRATIVE AGENT OF LEGAL OPINIONS IN FORM AND SUBSTANCE, AND FROM
COUNSEL, REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.
SECTION 7
AFFIRMATIVE COVENANTS
EACH BORROWER HEREBY AGREES THAT, SO LONG AS THE COMMITMENTS REMAIN IN EFFECT,
ANY LETTER OF CREDIT REMAINS OUTSTANDING OR ANY LOAN OR OTHER AMOUNT IS OWING TO
ANY LENDER OR AGENT HEREUNDER, EACH BORROWER SHALL AND SHALL CAUSE EACH OF ITS
SUBSIDIARIES TO:
7.1.
FINANCIAL STATEMENTS.
FURNISH TO THE ADMINISTRATIVE AGENT FOR
DISTRIBUTION TO EACH LENDER:
(A)
AS SOON AS AVAILABLE, BUT IN ANY EVENT WITHIN 105 DAYS AFTER THE
END OF EACH FISCAL YEAR OF TMP, A COPY OF THE AUDITED CONSOLIDATED BALANCE SHEET
OF TMP AND ITS CONSOLIDATED SUBSIDIARIES AS AT THE END