THAT THE EXISTING CREDIT FACILITIES SHALL
HAVE BEEN TERMINATED, ALL AMOUNTS THEREUNDER SHALL HAVE BEEN PAID IN FULL AND
ALL LIENS GRANTED IN CONNECTION THEREWITH HAVE BEEN TERMINATED;
(B)
FINANCIAL STATEMENTS.
THE LENDERS SHALL HAVE RECEIVED (I) AUDITED
CONSOLIDATED FINANCIAL STATEMENTS OF TMP AND ITS CONSOLIDATED SUBSIDIARIES FOR
THE 2001 AND 2002 FISCAL YEARS AND (II) UNAUDITED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS OF TMP AND ITS CONSOLIDATED SUBSIDIARIES FOR EACH QUARTERLY PERIOD
ENDED SUBSEQUENT TO THE DATE OF THE LATEST APPLICABLE FINANCIAL STATEMENTS
DELIVERED PURSUANT TO CLAUSE (I) OF THIS PARAGRAPH AS TO WHICH SUCH FINANCIAL
STATEMENTS ARE AVAILABLE, AND SUCH FINANCIAL STATEMENTS SHALL NOT, IN THE
REASONABLE JUDGMENT OF THE LENDERS, REFLECT ANY MATERIAL ADVERSE CHANGE IN THE
CONSOLIDATED FINANCIAL CONDITION OF EACH BORROWER AND ITS CONSOLIDATED
SUBSIDIARIES, AS REFLECTED IN THE FINANCIAL STATEMENTS OR PROJECTIONS CONTAINED
IN THE CONFIDENTIAL INFORMATION MEMORANDUM (SUCH RECEIPT AND JUDGMENT TO BE
EVIDENCED BY SUCH LENDER'S EXECUTION OF THIS AGREEMENT);
(C)
APPROVALS.
ALL GOVERNMENTAL AND THIRD PARTY APPROVALS (INCLUDING
LANDLORDS' AND OTHER CONSENTS) NECESSARY IN CONNECTION WITH THE BORROWING OF THE
LOANS HEREUNDER AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL HAVE BEEN
OBTAINED AND BE IN FULL FORCE AND EFFECT, AND ALL APPLICABLE WAITING PERIODS
SHALL HAVE EXPIRED WITHOUT ANY ACTION BEING TAKEN OR THREATENED BY ANY COMPETENT
AUTHORITY THAT WOULD RESTRAIN, PREVENT OR OTHERWISE IMPOSE MATERIAL ADVERSE
CONDITIONS ON THE FINANCING CONTEMPLATED HEREBY;
(D)
LIEN SEARCHES.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED THE
RESULTS OF A RECENT LIEN SEARCH IN EACH OF THE JURISDICTIONS WHERE ASSETS OF THE
LOAN PARTIES ARE LOCATED, AND SUCH SEARCH SHALL REVEAL NO LIENS ON ANY OF THE
ASSETS OF THE LOAN PARTIES EXCEPT FOR LIENS PERMITTED BY SECTION 8.3 OR
DISCHARGED ON OR PRIOR TO THE CLOSING DATE PURSUANT TO DOCUMENTATION
SATISFACTORY TO THE ADMINISTRATIVE AGENT;
(E)
FEES.
THE LENDERS AND THE AGENTS SHALL HAVE RECEIVED ALL FEES
REQUIRED TO BE PAID IN RESPECT OF THIS AGREEMENT, AND ALL EXPENSES FOR WHICH
INVOICES HAVE BEEN PRESENTED (INCLUDING THE REASONABLE FEES AND EXPENSES OF
LEGAL COUNSEL) IN RESPECT OF THIS AGREEMENT, ON OR BEFORE THE CLOSING DATE
INCLUDING, WITHOUT LIMITATION, PAYMENT OF THE UPFRONT FEE TO EACH LENDER, AND
PAYMENT TO THE ADMINISTRATIVE AGENT OF ALL FEES ASSOCIATED WITH THE ANNUAL FIELD
EXAMINATION, AS SPECIFIED IN SECTION 7.6 HEREIN.
ALL SUCH AMOUNTS WILL BE PAID
WITH PROCEEDS OF LOANS MADE ON THE CLOSING DATE AND WILL BE REFLECTED IN THE
FUNDING INSTRUCTIONS GIVEN BY THE BORROWERS TO THE ADMINISTRATIVE AGENT ON OR
BEFORE THE CLOSING DATE;
(F)
CLOSING CERTIFICATES.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED (I) A CERTIFICATE OF EACH LOAN PARTY, DATED THE CLOSING DATE,
SUBSTANTIALLY IN THE FORM OF EXHIBIT C, WITH APPROPRIATE INSERTIONS AND
ATTACHMENTS, (II) A CERTIFICATE OF EACH BORROWER, DATED THE CLOSING DATE,
CERTIFYING THAT THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5 ARE
TRUE AND CORRECT ON AND AS OF THE CLOSING DATE, (III) A CERTIFICATE OF EACH UK
SUBSIDIARY WITH THE FOLLOWING DOCUMENTS ATTACHED THERETO: (A) MEMORANDUM AND
ARTICLES OF ASSOCIATION,