Common use of Restricted Payments, etc Clause in Contracts

Restricted Payments, etc. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make a Restricted Payment, or make any deposit for any Restricted Payment, other than: (a) dividends or distributions by the Borrower payable in common stock of the Borrower; (b) Restricted Payments made by Restricted Subsidiaries to the Borrower, any Guarantor or any wholly owned Restricted Subsidiary; (c) Restricted Payments consisting of the cashing-out of employee stock options in the Borrower’s or any Restricted Subsidiary’s Capital Stock so long as the aggregate amount of all such Restricted Payments during the term of this Agreement does not exceed $3,500,000; (d) the conversion of HIGH TIDES or Existing Subordinated Debt into common Capital Stock of the Borrower; (e) the payments and issuance and distribution of common Capital Stock made in connection with the SureBeam Spin-Off; (f) the Borrower and its Restricted Subsidiaries may take such actions as are permitted under Sections 8.5 and 8.7; (g) the payment of accrued and unpaid distributions by Titan Capital Trust on the HIGH TIDES so long as no Default shall have occurred and be continuing or would result therefrom; and (h) the payment of dividends on the preferred stock of the Borrower payable on a quarterly basis not to exceed $180,000 per quarter so long as no Default shall have occurred and be continuing or would result therefrom.

Restricted Payments, etc. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make a Restricted Payment, or make any deposit for any Restricted Payment, other thanexcept: (a) dividends or distributions Restricted Payments made by Subsidiaries to the Borrower payable in common stock of the Borroweror wholly owned Subsidiaries; (b) Restricted Payments made by Restricted Subsidiaries to the Borrower, any Guarantor or any wholly owned Restricted Subsidiary; (c) Restricted Payments consisting of the cashing-out of employee stock options in the Borrower’s or any Restricted Subsidiary’s Capital Stock so long as the aggregate amount of all such Restricted Payments during the term of this Agreement does not exceed $3,500,000; (d) the conversion of HIGH TIDES or Existing Subordinated Debt into common Capital Stock of the Borrower; (e) the payments and issuance and distribution of common Capital Stock made in connection with the SureBeam Spin-Off; (f) the Borrower and its Restricted Subsidiaries may take such actions as are permitted under Sections 8.5 and 8.7; (g) the payment of accrued and unpaid distributions by Titan Capital Trust on the HIGH TIDES so long as no Default shall have or Borrowing Base Deficiency has occurred and is continuing, or shall be continuing caused thereby, Restricted Payments made by the Borrower or would result therefromits Subsidiaries to Intermediate Holdco for the Borrower’s share of income taxes calculated as if the Borrower were filing for taxes independently of Intermediate Holdco (provided that prior to making such Restricted Payment, Borrower shall provide the Administrative Agent with a calculation of such attributable taxes in detail and form reasonably acceptable to the Administrative Agent); and (hc) the payment of dividends on the preferred stock of the Borrower payable on a quarterly basis not to exceed $180,000 per quarter so long as no Default shall have or Borrowing Base Deficiency has occurred and is continuing, or shall be continuing caused thereby, the Borrower may make Restricted Payments (including to Intermediate Holdco so that Intermediate Holdco may make payments, including Restricted Payments, to Parent) pursuant to and in accordance with stock option plans or would result therefromother benefit plans for management or employees of the Borrower and its Subsidiaries as established in good faith by the Borrower’s board of directors and to otherwise pay for G&A Expenses and other costs and expenses of similar nature of Intermediate Holdco and Parent; provided, that such Restricted Payments shall not exceed $2,000,000 in any Fiscal Year.

Restricted Payments, etc. The Each of Holdings, Intermediate Holdings and each Borrower will not, and will not permit any of its the Restricted Subsidiaries to, declare or make a Restricted Payment, or make any deposit for any Restricted Payment, other than: than (a) dividends or distributions by the Borrower payable in common stock of the Borrower; (b) Restricted Payments made by Restricted Subsidiaries to the Borrower, any Guarantor Company or any wholly owned Restricted Subsidiary; Subsidiaries of the Company and (cb) the Company may make Restricted Payments consisting of the cashing-out of employee stock options in the Borrower’s or any Restricted Subsidiary’s Capital Stock so long as the aggregate amount of all such to Intermediate Holdings and Intermediate Holdings may make Restricted Payments during the term of this Agreement does not exceed $3,500,000; to Holdings in amounts sufficient to pay (di) the conversion of HIGH TIDES or Existing Subordinated Debt into common Capital Stock of the Borrower; (e) the payments and issuance and distribution of common Capital Stock made in connection with the SureBeam Spin-Off; (f) the Borrower and its Restricted Subsidiaries may take such actions as are permitted under Sections 8.5 and 8.7; (g) the payment of accrued and unpaid distributions by Titan Capital Trust on the HIGH TIDES so long as no Specified Default shall have has occurred and be is continuing or would result therefrom; and (h) the payment of be created thereby, required semi- -104- 105 annual dividends on and any mandatory redemption of Holdings" Convertible Preferred Stock as in effect on the preferred stock of the Borrower payable on a quarterly basis not to exceed $180,000 per quarter date hereof, (ii) so long as no Specified Default shall have has occurred and be is continuing or would result therefrombe created thereby, scheduled payments of interest on and, when due, principal of Holdings" Convertible Subordinated Notes, (iii) salaries, wages, employee benefits and direct expenses for Holdings" employees, (iv) insurance, (v) public company expenses, including but not limited to, accounting fees, director's fees, legal fees and printing fees and related expenses, (vi) payments under the Tax Sharing Agreement, (vii) so long as no Specified Default has occurred and is continuing or would be created thereby, up to $4,000,000 per Fiscal Year (including up to $2,000,000 per year to buyback Holdings" common stock under Holdings" stock buyback program) for various other expenses and (viii) payments on the Intermediate Holdings Asset Bridge Notes to the extent permitted by clause (c) of Section 7.2.8.

Restricted Payments, etc. The Borrower will not, and will not permit any of its Restricted Subsidiaries (other than a Receivables Subsidiary) to, declare or make a Restricted Payment, or make any deposit for any Restricted Payment, other than: than (a) dividends or distributions by the Borrower payable in common stock of the Borrower; (b) Restricted Payments made by Restricted Subsidiaries to the Borrower, any Guarantor Borrower or any wholly owned Restricted Subsidiary; Subsidiaries, (b) cashless exercises of stock options, (c) Restricted Payments consisting cash payments by Borrower in lieu of the cashing-out issuance of employee stock options in the Borrower’s fractional shares upon exercise or any Restricted Subsidiary’s Capital Stock so long as the aggregate amount conversion of all such Restricted Payments during the term of this Agreement does not exceed $3,500,000; Equity Equivalents, (d) the conversion of HIGH TIDES or Existing Subordinated Debt into common Capital Stock of the Borrower; (e) the payments and issuance and distribution of common Capital Stock made Restricted Payments in connection with the SureBeam Spin-Off; share repurchases required by the employee stock ownership programs or required under employee agreements, (fe) the Borrower and its Restricted Subsidiaries may take such actions as are permitted under Sections 8.5 and 8.7; (g) the payment of accrued and unpaid distributions by Titan Capital Trust on the HIGH TIDES so long as no Specified Default shall have has occurred and be is continuing or would result therefrom; and (h) the payment of dividends , and both before and after giving effect to such Restricted Payment as if such Restricted Payment had been made on the preferred stock last day of the Measurement Period, the Borrower payable on a quarterly basis is in compliance with Section 7.2.4 for such Measurement Period, Restricted Payments not otherwise permitted by this Section 7.2.6 in an aggregate amount, together with the aggregate amount of Indebtedness under any Pro Forma Unsecured Indebtedness Documents, the 2014 Senior Note Documents, the 2016 Senior Note Documents or the 2020 Senior Note Documents paid or prepaid in any Fiscal Year pursuant to clause (1)(B) of the proviso to Section 7.2.8(a), not to exceed $180,000 per quarter 150,000,000 in any Fiscal Year plus Available Retained Excess Cash Flow and (f) so long as no Specified Default shall have has occurred and be is continuing or would result therefrom, Restricted Payments not otherwise permitted by this Section 7.2.6 to the extent that, both before and after giving effect to such Restricted Payment as if such Restricted Payment had been made on the last day of the Measurement Period, the Leverage Ratio for such Measurement Period would not exceed 3.00:1.00.

Restricted Payments, etc. The Each of Holdings, Intermediate Holdings and each Borrower will not, and will not permit any of its the Restricted Subsidiaries to, declare or make a Restricted Payment, or make any deposit for any Restricted Payment, other than: than (a) dividends or distributions by the Borrower payable in common stock of the Borrower; (b) Restricted Payments made by Restricted Subsidiaries to the Borrower, any Guarantor Company or any wholly owned Restricted Subsidiary; Subsidiaries of the Company, (cb) the Company may make Restricted Payments consisting of the cashing-out of employee stock options in the Borrower’s or any Restricted Subsidiary’s Capital Stock so long as the aggregate amount of all such to Intermediate Holdings and Intermediate Holdings may make Restricted Payments during the term of this Agreement does not exceed $3,500,000; to Holdings in amounts sufficient to pay (di) the conversion of HIGH TIDES or Existing Subordinated Debt into common Capital Stock of the Borrower; (e) the payments and issuance and distribution of common Capital Stock made in connection with the SureBeam Spin-Off; (f) the Borrower and its Restricted Subsidiaries may take such actions as are permitted under Sections 8.5 and 8.7; (g) the payment of accrued and unpaid distributions by Titan Capital Trust on the HIGH TIDES so long as no Specified Default shall have has occurred and be is continuing or would result therefrom; be created thereby, scheduled payments of interest on and , when due, principal of Junior Convertible Subordinated Debentures and Senior Subordinated Notes, (hii) salaries, wages, employee benefits and direct expenses for Holdings' employees, (iii) insurance, (iv) public company expenses, including but not limited to, accounting fees, director's fees, legal fees and printing fees and related expenses, (v) payments under the payment of dividends on the preferred stock of the Borrower payable on a quarterly basis not to exceed $180,000 per quarter Tax Sharing Agreement and (vi) so long as no Specified Default shall have has occurred and be is continuing or would result therefrombe created thereby, up to $10,000,000 per Fiscal Year (including up to $5,000,000 per year to buy back Holdings' common stock under Holdings' stock buyback program) for various other expenses and (c) Intermediate Holdings may make Restricted Payments to Holdings of any amounts not received from the Company and the Restricted Subsidiaries.

Restricted Payments, etc. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make a Restricted Payment, or make any deposit for any Restricted Payment, other than: (a) dividends or distributions by the Borrower payable in common stock of the BorrowerBorrower and its Restricted Subsidiaries; (b) Restricted Payments made by Restricted Subsidiaries to the Borrower, any Guarantor Borrower or any wholly owned Restricted SubsidiarySubsidiaries; (c) Restricted Payments consisting of the cashing-out of employee stock options in the Borrower’s or any Restricted Subsidiary’s Capital Stock so long as the aggregate amount of all such Restricted Payments during the term of this Agreement does not exceed $3,500,000; (d) the conversion of HIGH TIDES or Existing Subordinated Debt into common Capital Stock of the Borrower; (e) the payments and issuance and distribution of common Capital Stock made in connection with the SureBeam Spin-Off; (f) the Borrower and its Restricted Subsidiaries may take such actions as are permitted under Sections 8.5 and 8.7; (g) the payment of accrued and unpaid distributions by Titan Capital Trust on the HIGH TIDES so long as no Default shall have occurred and be continuing or would result therefrom; and; (hd) solely in the payment event that the ACS Acquisition is not consummated on or prior to March 31, 2000, the repurchase of dividends on the preferred stock of the Borrower payable on a quarterly basis HIGH TIDES having an aggregate liquidation value not to exceed $180,000 per quarter so long the lesser of (x) an amount equal to 50% of the gross proceeds of the HIGH TIDES (including any HIGH TIDES issued as a result of the exercise of the over-allotment option) plus a premium equal to 2.5% of such gross proceeds and (y) the aggregate liquidation value of HIGH TIDES tendered pursuant to the repurchase offer made by Titan Capital Trust as a result of the failure to consummate such acquisition plus a premium equal to 2.5% of such aggregate liquidation value; (e) subsequent to the issuance of shares in connection with the initial public offering of Cayenta pursuant to the terms of the applicable underwriting agreement, the spin-off of Cayenta to shareholders of the Borrower; provided that the Total Debt to EBITDA Ratio does not exceed 3.00:1:00 (calculated on a PRO FORMA basis) at the time of such spin-off and, at the time of such spin-off, no Default shall have occurred and be continuing or would result therefrombe caused thereby, both before and after giving effect to such spin-off (with financial covenants to be calculated on a historical and a PRO FORMA basis after giving effect to such spin-off); and (f) redemptions of Capital Stock, provided, that the following conditions are met: (i) the Total Debt to EBITDA Ratio, immediately following such redemption is less than 3.00:1.00, calculated on a PRO FORMA basis; and (ii) the Fixed Charge Coverage Ratio immediately following the redemption shall not be less than the ratio required for the period in which such redemption occurs, as set forth in SECTION 8.4(c), calculated on a PRO FORMA basis; and (iii) the aggregate value of such redemptions shall not exceed $5,000,000 in any Fiscal Year; and (iv) the aggregate value of all such redemptions shall not exceed $20,000,000; and (v) the unborrowed Revolving Loan Commitment Amount shall not be less than $20,000,000 at the time of such redemption; and (vi) at the time of such Restricted Payment, both before and after giving effect to such Restricted Payment, no Default shall have occurred and be continuing or caused thereby.

Restricted Payments, etc. The Borrower will not, and will not permit any of its Restricted Subsidiaries (other than a Receivables Subsidiary) to, declare or make a Restricted Payment, or make any deposit for any Restricted Payment, other than: than (a) dividends or distributions by the Borrower payable in common stock of the Borrower; (b) Restricted Payments made by Restricted Subsidiaries to the Borrower, any Guarantor Borrower or any wholly owned Restricted Subsidiary; Subsidiaries, (b) cashless exercises of stock options, (c) Restricted Payments consisting cash payments by Borrower in lieu of the cashing-out issuance of employee stock options in the Borrower’s fractional shares upon exercise or any Restricted Subsidiary’s Capital Stock so long as the aggregate amount conversion of all such Restricted Payments during the term of this Agreement does not exceed $3,500,000; Equity Equivalents, (d) the conversion of HIGH TIDES or Existing Subordinated Debt into common Capital Stock of the Borrower; (e) the payments and issuance and distribution of common Capital Stock made Restricted Payments in connection with the SureBeam Spin-Off; share repurchases required by the employee stock ownership programs or required under employee agreements, (fe) the Borrower and its Restricted Subsidiaries may take such actions as are permitted under Sections 8.5 and 8.7; (g) the payment of accrued and unpaid distributions by Titan Capital Trust on the HIGH TIDES so long as no Specified Default shall have has occurred and be is continuing or would result therefrom; and (h) the payment of dividends , and both before and after giving effect to such Restricted Payment as if such Restricted Payment had been made on the preferred stock last day of the Measurement Period, the Borrower payable on a quarterly basis is in compliance with Section 7.2.4 for such Measurement Period, Restricted Payments not otherwise permitted by this Section 7.2.6 in an aggregate amount, together with the aggregate amount of Indebtedness under any Pro Forma Unsecured Indebtedness Documents, the 2014 Senior Note Documents, the 2016 Senior Note Documents or the 2020 Senior Note Documents paid or prepaid in any Fiscal Year pursuant to clause (1)(B) of the proviso to Section 7.2.8(a), not to exceed $180,000 per quarter 150,000,000 in any Fiscal Year plusthe Available Retained Excess Cash FlowAmount and (f) so long as no Specified Default shall have has occurred and be is continuing or would result therefrom, Restricted Payments not otherwise permitted by this Section 7.2.6 to the extent that, both before and after giving effect to such Restricted Payment as if such Restricted Payment had been made on the last day of the Measurement Period, the Leverage Ratio for such Measurement Period would not exceed 3.00:1.00.

Restricted Payments, etc. The Borrower will not, and will not permit any of its Restricted their respective Subsidiaries to, declare or make a Restricted Payment, or make any deposit for any Restricted Payment, other thanexcept: (a) dividends or distributions by so long as at the time of such purchase (and after giving effect thereto) there shall exist no Default, the Borrower payable in common stock may repurchase Borrower Common Stock from any Management Investor (i) with proceeds of the Borrowerkey-man life insurance maintained on the life of such Management Investor, (ii) with cash in an aggregate amount not exceeding $3,000,000 per year or (iii) with Indebtedness permitted in accordance with clause (o) of Section 7.2.2; (b) Restricted Payments made so long as at the time of such payment (and after giving effect thereto) there shall exist no Payment Default or Event of Default described in Section 8.1.3 or 8.1.9, the Borrower may pay fees to Harvest Partners and its respective Affiliates in respect of management services rendered by Restricted Subsidiaries them to the BorrowerBorrower and its Subsidiaries 84 118 to the extent the aggregate amount of such fees in any Fiscal Year (or portion thereof) does not exceed $1,250,000 per year, any Guarantor and so long as such fees accrue ratably throughout such year and are payable in advance or any wholly owned Restricted Subsidiarysemi-annually; (ci) any Subsidiary of the Borrower may make Restricted Payments consisting to the Borrower or any Subsidiary Guarantor and (ii) any non-wholly-owned Subsidiary of the cashing-out of employee stock options in the Borrower’s or any Borrower may make Restricted Subsidiary’s Capital Stock Payments to its shareholders generally so long as the aggregate amount of all Borrower or its Subsidiary which owns the equity interest in the Subsidiary making such Restricted Payments during Payment receives at least its proportionate share thereof (based upon its relative holding of the term of this Agreement does not exceed $3,500,000equity interests in the Subsidiary making such Restricted Payment); (d) the conversion repurchases of HIGH TIDES or Existing Subordinated Debt into common Capital Stock of the BorrowerBorrower deemed to occur upon the exercise of stock options if such Capital Stock represents a portion of the exercise price thereof and so long as no cash is paid or distributed by the Borrower or any of its Subsidiaries in connection therewith; (e) so long as (i) at the payments time of such Restricted Payment there shall exist no Default or Event of Default, (ii) the Borrower shall have delivered to the Administrative Agent a Compliance Certificate for the period of four full Fiscal Quarters immediately preceding such Restricted Payment (prepared in good faith and issuance in a manner and distribution of common Capital Stock made in connection using such methodology which is consistent with the SureBeam Spin-Off;most recent financial statements delivered pursuant to Section 7.1.1) giving pro forma effect to such Restricted Payment and evidencing compliance with the covenants set forth in Section 7.2.4 and a pro forma Leverage Ratio of not more than 2.00:1.0, in each case, as of the last day of such period, and (iii) after giving effect to such Restricted Payment at least $25,000,000 of the Revolving Loan Commitment Amount would be unused, the Borrower may make Restricted Payments that, when aggregated with (A) all Restricted Payments previously made after the Effective Date pursuant to this Section 7.2.6(e) and (B) without duplication payments of principal of, and premium and interest on, Subordinated Debt previously made after the Effective Date pursuant to Section 7.2.8(a)(i)(y), do not exceed an amount equal to 25% of the cumulative positive Net Income of the Borrower and its Subsidiaries for the period from January 1, 2001 through the end of the most recent Fiscal Quarter or Fiscal Year for which the Borrower has delivered the financial statements required pursuant to Section 7.1.1(a) or (b); and (f) the Borrower and its Restricted Subsidiaries may take such actions as are permitted under Sections 8.5 and 8.7; (g) the payment of accrued and unpaid distributions by Titan Capital Trust on the HIGH TIDES so long as no Default Transactions shall have occurred and be continuing or would result therefrom; and (h) the payment of dividends on the preferred stock of the Borrower payable on a quarterly basis not to exceed $180,000 per quarter so long as no Default shall have occurred and be continuing or would result therefrompermitted.

Restricted Payments, etc. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make a Restricted Payment, or make any deposit for any Restricted Payment, other than: (a) dividends or distributions by the Borrower payable in common stock of the Borrower; (b) Restricted Payments made by Restricted Subsidiaries to the Borrower, any Guarantor Borrower or any wholly owned Restricted SubsidiarySubsidiaries; (c) Restricted Payments consisting of the cashing-out of employee stock options in the Borrower’s or any Restricted Subsidiary’s Capital Stock so long as the aggregate amount of all such Restricted Payments during the term of this Agreement does not exceed $3,500,000; (d) the conversion of HIGH TIDES or Existing Subordinated Debt into common Capital Stock of the Borrower; (e) the payments and issuance and distribution of common Capital Stock made in connection with the SureBeam Spin-Off; (f) the Borrower and its Restricted Subsidiaries may take such actions as are permitted under Sections 8.5 and 8.7; (g) the payment of accrued and unpaid distributions by Titan Capital Trust on the HIGH TIDES so long as no Default shall have occurred and be continuing or would result therefrom; and; (hd) solely in the payment event that the ACS Acquisition is not consummated on or prior to March 31, 2000, the repurchase of dividends on the preferred stock of the Borrower payable on a quarterly basis HIGH TIDES having an aggregate liquidation value not to exceed $180,000 per quarter so long the lesser of (x) an amount equal to 50% of the gross proceeds of the HIGH TIDES (including any HIGH TIDES issued as a result of the exercise of the over-allotment option) plus a premium equal to 2.5% of such gross proceeds and (y) the aggregate liquidation value of HIGH TIDES tendered pursuant to the repurchase offer made by Titan Capital Trust as a result of the failure to consummate such acquisition plus a premium equal to 2.5% of such aggregate liquidation value; (e) subsequent to the issuance of shares in connection with the initial public offering of Cayenta pursuant to the terms of the applicable underwriting agreement, the spin-off of Cayenta to shareholders of the Borrower; provided that the Total Debt to EBITDA Ratio does not exceed 3.00:1:00 (calculated on a pro forma basis) at the time of such spin-off and, at the time of such spin-off, no Default shall have occurred and be continuing or would result therefrombe caused thereby, both before and after giving effect to such spin-off (with financial covenants to be calculated on a historical and a pro forma basis after giving effect to such spin-off); and (f) redemptions of Capital Stock, provided that the following conditions are met: (i) the Total Debt to EBITDA Ratio, immediately following such redemption is less than 3.00:1.00, calculated on a pro forma basis; and (ii) the Fixed Charge Coverage Ratio immediately following the redemption shall not be less than the ratio required for the period in which such redemption occurs, as set forth in Section 8.4(c), calculated on a pro forma basis; and (iii) the aggregate value of such redemptions shall not exceed $5,000,000 in any Fiscal Year; and (iv) the aggregate value of all such redemptions shall not exceed $20,000,000; and (v) the unborrowed Revolving Loan Commitment Amount shall not be less than $20,000,000 at the time of such redemption; and (vi) at the time of such Restricted Payment, both before and after giving effect to such Restricted Payment, no Default shall have occurred and be continuing or caused thereby.

Restricted Payments, etc. The Borrower will not, and will not permit any of its Restricted their respective Subsidiaries to, declare or make a Restricted Payment, or make any deposit for any Restricted Payment, other thanexcept: (a) dividends or distributions by so long as at the time of such purchase (and after giving effect thereto) there shall exist no Default, the Borrower payable in common stock may repurchase Borrower Common Stock from any Management Investor (i) with proceeds of the Borrowerkey-man life insurance maintained on the life of such Management Investor, (ii) with cash in an aggregate amount not exceeding $3,000,000 per year or (iii) with Indebtedness permitted in accordance with clause (o) of Section 7.2.2; (b) Restricted Payments made so long as at the time of such payment (and after giving effect thereto) there shall exist no Payment Default or Event of Default described in Section 8.1.3 or 8.1.9, the Borrower may pay fees to Harvest Partners and its respective Affiliates in respect of management services rendered by Restricted them to the Borrower and its Subsidiaries to the Borrowerextent the aggregate amount of such fees in any Fiscal Year (or portion thereof) does not exceed $1,250,000 per year, any Guarantor and so long as such fees accrue ratably throughout such year and are payable in advance or any wholly owned Restricted Subsidiarysemi-annually; (ci) any Subsidiary of the Borrower may make Restricted Payments consisting to the Borrower or any Subsidiary Guarantor and (ii) any non-wholly-owned Subsidiary of the cashing-out of employee stock options in the Borrower’s or any Borrower may make Restricted Subsidiary’s Capital Stock Payments to its shareholders generally so long as the aggregate amount of all Borrower or its Subsidiary which owns the equity interest in the Subsidiary making such Restricted Payments during Payment receives at least its proportionate share thereof (based upon its relative holding of the term of this Agreement does not exceed $3,500,000equity interests in the Subsidiary making such Restricted Payment); (d) the conversion repurchases of HIGH TIDES or Existing Subordinated Debt into common Capital Stock of the BorrowerBorrower deemed to occur upon the exercise of stock options if such Capital Stock represents a portion of the exercise price thereof and so long as no cash is paid or distributed by the Borrower or any of its Subsidiaries in connection therewith; (e) so long as (i) at the payments time of such Restricted Payment there shall exist no Default or Event of Default, (ii) the Borrower shall have delivered to the Administrative Agent a Compliance Certificate for the period of four full Fiscal Quarters immediately preceding such Restricted Payment (prepared in good faith and issuance in a manner and distribution of common Capital Stock made in connection using such methodology which is consistent with the SureBeam Spin-Off;most recent financial statements delivered pursuant to Section 7.1.1) giving pro forma effect to such Restricted Payment and evidencing compliance with the covenants set forth in Section 7.2.4 and a pro forma Leverage Ratio of not more than 2.00:1.0, in each case, as of the last day of such period, and (iii) after giving effect to such Restricted Payment at least $25,000,000 of the Revolving Loan Commitment Amount would be unused, the Borrower may make Restricted Payments that, when aggregated with (A) all Restricted Payments previously made after the Effective Date pursuant to this Section 7.2.6(e) and (B) without duplication payments of principal of, and premium and interest on, Subordinated Debt previously made after the Effective Date pursuant to Section 7.2.8(a)(i)(y), do not exceed an amount equal to 25% of the cumulative positive Net Income of the Borrower and its Subsidiaries for the period from January 1, 2001 through the end of the most recent Fiscal Quarter or Fiscal Year for which the Borrower has delivered the financial statements required pursuant to Section 7.1.1(a) or (b); and (f) the Borrower and its Restricted Subsidiaries may take such actions as are permitted under Sections 8.5 and 8.7; (g) the payment of accrued and unpaid distributions by Titan Capital Trust on the HIGH TIDES so long as no Default Transactions shall have occurred and be continuing or would result therefrom; and (h) the payment of dividends on the preferred stock of the Borrower payable on a quarterly basis not to exceed $180,000 per quarter so long as no Default shall have occurred and be continuing or would result therefrompermitted.