THE BORROWERS OR ANY OF THEIR SUBSIDIARIES IN AN
AGGREGATE AMOUNT (VALUED AT COST) NOT TO EXCEED $25,000,000 DURING THE TERM OF
THIS AGREEMENT.
8.9.
TRANSACTIONS WITH AFFILIATES.
ENTER INTO ANY TRANSACTION (OTHER
THAN THE SPIN-OFF TRANSACTION), INCLUDING ANY PURCHASE, SALE, LEASE OR EXCHANGE
OF PROPERTY, THE RENDERING OF ANY SERVICE OR THE PAYMENT OF ANY MANAGEMENT,
ADVISORY OR SIMILAR FEES, WITH ANY AFFILIATE (OTHER THAN ANY BORROWER OR ANY
SUBSIDIARY GUARANTOR) UNLESS SUCH TRANSACTION IS (A) OTHERWISE PERMITTED UNDER
THIS AGREEMENT, (B) IN THE ORDINARY COURSE OF BUSINESS OF THE RELEVANT BORROWER,
AND (C) UPON FAIR AND REASONABLE TERMS NO LESS FAVORABLE TO THE RELEVANT
BORROWER, THAN IT WOULD OBTAIN IN A COMPARABLE ARM'S LENGTH TRANSACTION WITH A
PERSON THAT IS NOT AN AFFILIATE.
8.10.
SALES AND LEASEBACKS.
ENTER INTO ANY ARRANGEMENT WITH ANY PERSON
PROVIDING FOR THE LEASING BY ANY BORROWER OF REAL OR PERSONAL PROPERTY THAT HAS
BEEN OR IS TO BE SOLD OR TRANSFERRED BY SUCH BORROWER TO SUCH PERSON OR TO ANY
OTHER PERSON TO WHOM FUNDS HAVE BEEN OR ARE TO BE ADVANCED BY SUCH PERSON ON THE
SECURITY OF SUCH PROPERTY OR RENTAL OBLIGATIONS
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OF SUCH BORROWER, OTHER THAN ANY SUCH ARRANGEMENT THAT (I) IF SUCH ARRANGEMENT
IS A CAPITAL LEASE OBLIGATION, IS PERMITTED PURSUANT TO SECTION 8.2(E), OR
(II) THE CONSIDERATION RECEIVED FROM SUCH ARRANGEMENT IS AT LEAST EQUAL TO THE
FAIR MARKET VALUE OF THE PROPERTY SOLD AS DETERMINED IN GOOD FAITH BY THE
BORROWER'S BOARD OF DIRECTORS.
8.11.
CHANGES IN FISCAL PERIODS.
PERMIT THE FISCAL YEAR OF TMP TO END ON
A DAY OTHER THAN DECEMBER 31 OR CHANGE TMP'S METHOD OF DETERMINING FISCAL
QUARTERS.
8.12.
NEGATIVE PLEDGE CLAUSES.
ENTER INTO OR SUFFER TO EXIST OR BECOME
EFFECTIVE ANY AGREEMENT THAT PROHIBITS OR LIMITS THE ABILITY OF ANY BORROWER TO
CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY LIEN UPON ANY OF ITS PROPERTY OR
REVENUES, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, TO SECURE ITS OBLIGATIONS
UNDER THE LOAN DOCUMENTS TO WHICH IT IS A PARTY OTHER THAN (A) THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS, AND (B) ANY AGREEMENTS GOVERNING ANY LIENS OR
CAPITAL LEASE OBLIGATIONS OTHERWISE PERMITTED UNDER SECTIONS 8.3(L), (M) AND
(O), PROVIDED THAT, IN EACH CASE, ANY PROHIBITION OR LIMITATION SHALL ONLY BE
EFFECTIVE AGAINST THE ASSETS FINANCED THEREBY, AND (C) TO THE EXTENT EXISTING ON
THE CLOSING DATE, CONTRACTS WITH CUSTOMERS PROHIBITING LIENS ON ANY EQUIPMENT
USED IN THE PERFORMANCE OF ANY SUCH CONTRACTS AS SET FORTH ON SCHEDULE 8.12(C).
8.13.
CLAUSES RESTRICTING SUBSIDIARY DISTRIBUTIONS.
ENTER INTO OR SUFFER
TO EXIST OR BECOME EFFECTIVE ANY CONSENSUAL ENCUMBRANCE OR RESTRICTION ON THE
ABILITY OF ANY SUBSIDIARY OF THE BORROWERS TO (A) MAKE RESTRICTED PAYMENTS IN
RESPECT OF ANY CAPITAL STOCK OF SUCH SUBSIDIARY HELD BY, OR PAY ANY INDEBTEDNESS
OWED TO, THE BORROWERS OR ANY OTHER SUBSIDIARY OF THE BORROWERS, (B) MAKE LOANS
OR ADVANCES TO, OR OTHER INVESTMENTS IN, THE BORROWERS OR ANY OTHER SUBSIDIARY
OF THE BORROWERS OR (C) TRANSFER ANY OF