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 Borrower None of the Group Companies will not, and will not permit any of its Restricted Subsidiaries to, declare or make a Restricted Payment, or make any deposit for pay any Restricted PaymentPayments (other than Restricted Payments payable solely in Equity Interests (exclusive of Debt Equivalents) of such Person), other thanexcept that: (ai) dividends or distributions by any Subsidiary of the Borrower payable in common stock may make Restricted Payments to the Borrower or to any Wholly-Owned Subsidiary of the BorrowerBorrower (other than GCA Finance); (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; (fii) the Borrower and its Restricted Subsidiaries may take such actions as are permitted under Sections 8.5 and 8.7;make the Recapitalization Distribution; and (giii) the payment of accrued and unpaid distributions by Titan Capital Trust on the HIGH TIDES so long as no Default shall have or Event of Default has occurred and be continuing is continuing, the Borrower may make payments of dividends, other distributions or would result therefrom; andother amounts for the purposes set forth in clauses (A) through (C) below: (hA) to Holdings in amounts equal to the payment amounts required for Holdings to pay franchise taxes, accounting, legal and other fees required to maintain its corporate existence and provide for other operating costs, in each case related to the Borrower, of dividends on the preferred stock up to $300,000 per fiscal year; (B) (x) with respect to each taxable year (or portion thereof) of the Borrower payable on (if the Borrower is not a quarterly basis Disregarded Entity) or Holdings (if the Borrower is a Disregarded Entity) in which each of the Borrower and Holdings qualifies as a Flow-Through Entity (each such taxable year or portion thereof, a “Tax Year”), to Holdings in an amount equal to the Permitted Tax Distributions; provided that in the case of the portion, if any, of any Permitted Tax Distribution that is proposed to be distributed for a particular Tax Year, which portion of such Permitted Tax Distribution is attributable to a Flow-Through Entity that is not a Subsidiary, such portion of such proposed Permitted Tax Distribution shall be limited to the excess of (1) the aggregate actual cash distributions received by the Borrower or a Subsidiary from all Flow-Through Entities that are not Subsidiaries of the Borrower during the period commencing with the Closing Date and continuing to and including the last day of the Tax Year in respect of which such proposed Permitted Tax Distribution is being determined over (2) the aggregate amount of such cash distributions described in the immediately preceding clause (1) that (I) have already been taken into account for purposes of making a Permitted Tax Distribution previously made and which was attributable to a Flow-Through Entity that was not a Subsidiary at the time such Permitted Tax Distribution was made or (II) the Borrower previously used to make a Restricted Payment permitted by subsection (iii)(A) above, and (y) with respect to each taxable year (or portion thereof) of Holdings in which Holdings does not qualify as a Flow-Through Entity, to Holdings in amounts equal to amounts required for Holdings to pay Federal, state, local and foreign income taxes to the extent such income taxes are attributable to the taxable income of the Borrower and its Subsidiaries; or (C) after a Qualifying IPO, to Holdings in amounts equal to amounts expended by Holdings to purchase, repurchase, redeem, retire or otherwise acquire for value Equity Interests of Holdings owned by employees, former employees, directors or former directors, consultants or former consultants of the Borrower or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors, consultants or foreign consultants); provided, however, that the aggregate amount paid, loaned or advanced to Holdings pursuant to this clause (C) will not, in the aggregate, exceed $180,000 1,000,000 per quarter so long fiscal year of the Borrower, plus any amounts contributed by Holdings to the Borrower as no Default shall have occurred a result of sales of shares of Equity Interests to employees, directors and be continuing or would result therefromconsultants (not including any amounts received by Holdings in connection with the Recapitalization).

Restricted Payments, etc. The Borrower will not, and will not permit any of its Restricted Borrowing Base 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 Borrowing Base Subsidiaries to the Borrower payable in common stock or to Borrowing Base Subsidiaries that are wholly-owned Subsidiaries of the Borrower; (b) so long as no Event of Default or Borrowing Base Deficiency has occurred and is continuing, or shall be caused thereby, Restricted Payments made by Restricted the Borrower or its Borrowing Base Subsidiaries to the members of the Borrower for the Borrower’s share of income taxes (provided that prior to making such Restricted Payment, any Guarantor or any wholly owned Restricted SubsidiaryBorrower shall provide the Administrative Agent with a calculation of such attributable taxes in detail and form reasonably acceptable to the Administrative Agent); (c) following the Initial Public Offering, so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing, or shall be caused thereby, the Borrower may make Restricted Payments consisting pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the cashing-out of employee stock options Borrower and its Subsidiaries as established in good faith by the Borrower’s or any Restricted Subsidiary’s Capital Stock so long as the aggregate amount board of all directors; provided, that such Restricted Payments during the term of this Agreement does shall not exceed $3,500,000;5,000,000 in any Fiscal Year; and (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 (i) no Default, Event of Default shall have or Borrowing Base Deficiency has occurred and is continuing, or shall be continuing or would result therefrom; and caused thereby, and (hii) both before and after giving effect thereto the payment of dividends on the preferred stock of Borrowing Base Utilization Percentage does not exceed 75%, the Borrower payable on may make a quarterly basis special distribution in an amount not in excess of $12,500,000 each fiscal quarter; provided that Borrower may only carry over one fiscal quarter’s worth of such distribution to exceed $180,000 per quarter so long as no Default shall have occurred and be continuing or would result therefromthe subsequent quarter.

Restricted Payments, etc. The Holdings and each 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 than: (a) dividends Restricted Payments made by Subsidiaries to the Borrowers or distributions by the Borrower payable in common stock wholly owned Restricted Subsidiaries of the either Borrower; (b) Restricted Payments made by Restricted Subsidiaries the Borrowers and the Subsidiaries, as applicable, to Holdings in accordance with the Tax Sharing Agreement, but in aggregate amounts no greater than, and limited to the Borroweramount necessary to enable Holdings to make payments in cash in respect of the aggregate federal income tax liability then due of the "affiliated group" (within the meaning of Section 1504(a)(1) of the Code) of which Holdings is the common parent corporation; provided, however, that any Guarantor payment required to be made by any Borrower or any wholly owned Restricted Subsidiary to Holdings in accordance with the Tax Sharing Agreement that otherwise would be prohibited pursuant to the preceding limitation may be paid directly to another Borrower or Subsidiary, as applicable, to the extent that Holdings would have been required to make a payment to such other Borrower or Subsidiary in accordance with the Tax Sharing Agreement; (c) Restricted Payments consisting of made by the cashing-out of employee stock options Borrowers to Holdings solely to the extent necessary to enable Holdings to pay Management Fees in the Borrower’s or any Restricted Subsidiary’s Capital Stock so long as the an aggregate amount of all such Restricted Payments during the term of this Agreement does not exceed up to $3,500,0001,000,000 in any Fiscal Year thereafter; (d) Restricted Payments made by the conversion Borrowers to Holdings solely to the extent necessary to enable Holdings to pay for general administrative and operating expenses of HIGH TIDES or Existing Subordinated Debt into common Capital Stock of the BorrowerHoldings; (e) Restricted Payments made by the payments Borrowers to Holdings solely to the extent necessary to enable Holdings to repurchase, redeem or otherwise acquire or retire for value any Capital Securities of Holdings, or any warrant, option or other right to acquire Capital Securities of Holdings, held by any member of management or employee of Holdings or any of its Subsidiaries pursuant to any management equity subscription agreement or stock option agreement as a result of the cessation of the employment such Person (by death, disability or otherwise) in an aggregate amount of up to $1,000,000 in the 1999 Fiscal Year and issuance and distribution of common Capital Stock made $5,000,000 in connection with the SureBeam Spin-Offeach Fiscal Year thereafter; (fi) Restricted Payments made by the Borrower Borrowers to Holdings (including Restricted Payments made by WRC on the WRC Mirror PIK Preferred Equity) on or subsequent to the fifth anniversary of the Closing Date solely to the extent necessary to enable Holdings to make scheduled payments of dividends on the PIK Preferred Equity and its Holdings does in fact make such scheduled payments thereon and (ii) Restricted Subsidiaries Payments made by CLI and WRC on or subsequent to the fifth anniversary of the Closing Date to make scheduled payments of dividends on the CLI PIK Preferred Equity and the WRC PIK Preferred Equity (other than any such Capital Securities held by Holdings), respectively; provided, that such Restricted Payments may take only occur so long as, in each case, the conditions set forth in the proviso to this Section are satisfied and at the time of such actions payments and after giving effect to the making of each such Restricted Payment, the Leverage Ratio for the most recently ended Fiscal Quarter for which a Compliance Certificate was delivered by Holdings to the Agents pursuant to clause (d) of Section 7.1.1 as are permitted under Sections 8.5 and 8.7;calculated on a pro forma basis shall be less than 3.00:1.0; and (g) following the payment making of accrued any mandatory prepayment required under clause (h) of Section 3.1.1 in respect of Net Equity Proceeds, (i) Restricted Payments made by the Borrowers to Holdings solely to the extent necessary to enable Holdings to redeem shares of the PIK Preferred Equity (other than any such Capital Securities held by Holdings or WRC) or (ii) Restricted Payments made by CLI and unpaid distributions WRC to redeem shares of the CLI PIK Preferred Equity and the WRC PIK Preferred Equity (other than any such Capital Securities held by Titan Capital Trust on Holdings), respectively, in each case, using such Net Equity Proceeds remaining following such mandatory prepayment in an amount not to exceed the HIGH TIDES excess of (x) the amount of Net Equity Proceeds remaining from such mandatory prepayment over (y) the amount of any such Net Equity Proceeds used to redeem any Subordinated Notes pursuant to Section 7.2.8; provided, that such Restricted Payments may only occur so long as the conditions set forth in the proviso to this Section are satisfied and at the time of such payments and after giving effect to the making of each such Restricted Payment, the Leverage Ratio for the most recently ended Fiscal Quarter for which a Compliance Certificate was delivered by Holdings to the Agents pursuant to clause (d) of Section 7.1.1 as calculated on a pro forma basis shall be less than 4.25:1.0; (h) Restricted Payments by Holdings on the Holdings Junior Preferred Stock or PIK Preferred Equity which dividends are paid solely by, at the option of Holdings, (i) the issuance of additional shares of Holdings Junior Preferred Stock or PIK Preferred Equity, respectively, or (ii) adding an amount equal to the dividends otherwise payable therein for the liquidation preference of such Holdings Junior Preferred Stock or PIK Preferred Equity, respectively. provided, however, that no Restricted Payments under clause (c), (e), (f), (g) or (h) may be made if (A) any Specified Default shall have occurred and be continuing on the date such Restricted Payment is declared or made, or a Specified Default would result therefrom; and from the making of any such Restricted Payment and (hB) after giving effect to the payment making of dividends on the preferred stock of each such Restricted Payment, the Borrower payable on would not be in pro forma compliance with the covenants set forth in Section 7.2.4 for the most recently ended Fiscal Quarter for which a quarterly basis not Compliance Certificate was delivered by Holdings to exceed $180,000 per quarter so long as no Default shall have occurred and be continuing or would result therefrom.the Agents pursuant to clause (c) of Section 7.2.2;

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) so long as no Default or Borrowing Base Deficiency has occurred and is continuing, or shall be caused thereby, Restricted Payments made by Restricted the Borrower or its 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, any Guarantor or any wholly owned Restricted SubsidiaryBorrower shall provide the Administrative Agent with a calculation of such attributable taxes in detail and form reasonably acceptable to the Administrative Agent); (c) so long as no Default or Borrowing Base Deficiency has occurred and is continuing, or shall be caused thereby, the Borrower may make Restricted Payments consisting (including to Intermediate Holdco so that Intermediate Holdco may make payments, including Restricted Payments, ultimately to Parent) pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the cashing-out of employee stock options 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; (d) Restricted Payments, (x) to Parent or Subsidiaries of Parent (so that such amounts can ultimately be paid to Parent) in an amount not to exceed $25,000,000 in the aggregate (on a cumulative basis for all payments pursuant to this clause (x), including those in the aggregate total amount of $11,082,156 made prior to the Closing Date) so that Parent may use such amounts for the purpose of paying premiums or other payments associated with inducing the early conversion of the Parent’s convertible preferred stock and (y) to Parent or Subsidiaries of Parent (so that such amounts can ultimately be paid to Parent) in an aggregate amount not to exceed $17,000,000 in any calendar year (on a cumulative basis for all payments pursuant to this clause (y)) so that Parent may pay dividends on its outstanding preferred stock; provided, however, that such Restricted Subsidiary’s Capital Stock Payments under this Section 7.2.6(d) may be made only so long as (i) no Default or Borrowing Base Deficiency has occurred and is continuing, or shall be caused thereby, (ii) the Borrowing Base Utilization Percentage after such proposed Restricted Payment would not exceed 50%, (iii) the Borrower’s unused availability under the Borrowing Base after such proposed Restricted Payment is at least $150,000,000, and (iv) prior to the making of any such Restricted Payment, the Borrower delivers a certificate to the Administrative Agent certifying as to the satisfaction of the conditions set forth in the immediately foregoing clauses (i)-(iii) and certifying (A) in regards to a proposed Restricted Payment under clause (x) of this Section 7.2.6(d), the aggregate amount of all such Restricted Payments during (including the term amount of the Restricted Payment proposed to be made) pursuant to such clause (x) and (B) in regards to a proposed Restricted Payment under clause (y) of this Agreement does not exceed $3,500,000; (d) Section 7.2.6.(d), the conversion aggregate amount of HIGH TIDES or Existing Subordinated Debt into common Capital Stock all such Restricted Payments made from January 1 of such year up to and including the Borrower;date of such Restricted Payment; and (e) the payments and issuance and distribution of common Capital Stock Restricted Payments made in connection with the SureBeam Spin-Off; (f) by the Borrower and and/or its Restricted Subsidiaries may take such actions as are permitted under Sections 8.5 and 8.7; (g) to an Affiliate for the payment of accrued premiums for insurance and unpaid distributions by Titan Capital Trust on other costs related to the HIGH TIDES so long formation and operation of such Affiliate; provided that such Restricted Payments shall not exceed the amount that Borrower would pay as no Default shall have occurred a premium in an arms-length transaction with a Person that is not an Affiliate 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 therefromotherwise in accordance with Section 7.1.4.

Restricted Payments, etc. The Borrower None of the Group Companies will not, and will not permit any of its Restricted Subsidiaries to, declare or make a Restricted Payment, or make any deposit for pay any Restricted PaymentPayments (other than Restricted Payments payable solely in Equity Interests (exclusive of Debt Equivalents) of such Person), other thanexcept that: (ai) dividends or distributions by any Subsidiary of the Borrower payable in common stock may make Restricted Payments to the Borrower or to any Wholly-Owned Subsidiary 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; (fii) the Borrower and its Restricted Subsidiaries may take such actions as are permitted under Sections 8.5 and 8.7;make the Recapitalization Distribution; and (giii) the payment of accrued and unpaid distributions by Titan Capital Trust on the HIGH TIDES so long as no Default shall have or Event of Default has occurred and be continuing is continuing, the Borrower may make payments of dividends, other distributions or would result therefrom; andother amounts for the purposes set forth in clauses (A) through (C) below: (hA) to Holdings in amounts equal to the payment amounts required for Holdings to pay franchise taxes, accounting, legal and other fees required to maintain its corporate existence and provide for other operating costs, in each case related to the Borrower, of dividends on the preferred stock up to $300,000 per fiscal year; (B) (x) with respect to each taxable year (or portion thereof) of the Borrower payable on (if the Borrower is not a quarterly basis Disregarded Entity) or Holdings (if the Borrower is a Disregarded Entity) in which each of the Borrower and Holdings qualifies as a Flow-Through Entity (each such taxable year or portion thereof, a “Tax Year”), to Holdings in an amount equal to the Permitted Tax Distributions; provided that in the case of the portion, if any, of any Permitted Tax Distribution that is proposed to be distributed for a particular Tax Year, which portion of such Permitted Tax Distribution is attributable to a Flow-Through Entity that is not a Subsidiary, such portion of such proposed Permitted Tax Distribution shall be limited to the excess of (1) the aggregate actual cash distributions received by the Borrower or a Subsidiary from all Flow-Through Entities that are not Subsidiaries of the Borrower during the period commencing with the Closing Date and continuing to and including the last day of the Tax Year in respect of which such proposed Permitted Tax Distribution is being determined over (2) the aggregate amount of such cash distributions described in the immediately preceding clause (1) that (I) have already been taken into account for purposes of making a Permitted Tax Distribution previously made and which was attributable to a Flow-Through Entity that was not a Subsidiary at the time such Permitted Tax Distribution was made or (II) the Borrower previously used to make a Restricted Payment permitted by subsection (iii)(A) above, and (y) with respect to each taxable year (or portion thereof) of Holdings in which Holdings does not qualify as a Flow-Through Entity, to Holdings in amounts equal to amounts required for Holdings to pay Federal, state, local and foreign income taxes to the extent such income taxes are attributable to the taxable income of the Borrower and its Subsidiaries; or (C) after a Qualifying IPO, to Holdings in amounts equal to amounts expended by Holdings to purchase, repurchase, redeem, retire or otherwise acquire for value Equity Interests of Holdings owned by employees, former employees, directors or former directors, consultants or former consultants of the Borrower or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors, consultants or foreign consultants); provided, however, that the aggregate amount paid, loaned or advanced to Holdings pursuant to this clause (C) will not, in the aggregate, exceed $180,000 1,000,000 per quarter so long fiscal year of the Borrower, plus any amounts contributed by Holdings to the Borrower as no Default shall have occurred a result of sales of shares of Equity Interests to employees, directors and be continuing or would result therefromconsultants (not including any amounts received by Holdings in connection with the Recapitalization).

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 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 the Borrower to Parent (i) pursuant to the Borrower, Tax Sharing Agreement; provided that the amount of such Restricted Payment shall not exceed the amount of income taxes that the Borrower would have been liable for on a stand alone basis or a consolidated income tax return with its Subsidiaries (reduced by any Guarantor Taxes directly paid by the Borrower or any wholly owned Restricted Subsidiaryof its Subsidiaries) and (ii) to pay franchise taxes and other overhead expenses of Parent in an amount not to exceed an aggregate of $1,000,000 in any Fiscal Year; (c) repurchases of Capital Securities from former employees, directors and officers of Parent and its Subsidiaries in an amount not to exceed $1,000,000 in any Fiscal Year in the aggregate; provided further that, to the extent the amount of repurchases permitted to be made in any Fiscal Year pursuant to this clause (c) exceeds the aggregate amount of repurchases actually made by the Borrower and its Subsidiaries during such Fiscal Year, the excess amount may be carried forward to (but only to) the next succeeding Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used following the Borrower and its Subsidiaries using the amount of repurchases permitted by such proviso in such succeeding Fiscal Year, without giving effect to such carry-forward; (d) non-cash repurchases of Capital Securities deemed to occur upon exercise of stock options to the extent such Capital Securities represents a portion of the exercise price of such options; (e) Restricted Payments consisting made by the Borrower to Parent in the form of a distribution of the cashing-out property identified on Item 7.2.6(e) of employee stock options the Disclosure Schedule; (f) Restricted Payments made by the Borrower to Parent after the Closing Date on or no earlier than three Business Days prior to any interest payment date with respect to the Existing Parent Notes in an amount not to exceed the Borrower’s or any Restricted Subsidiary’s Capital Stock interest due on the then outstanding Existing Parent Notes on such interest payment date, so long as Parent uses such Restricted Payments to pay such interest on such interest payment date; provided that (A) the interest expense on (and principal amount of) the Existing Parent Notes have not increased since the Closing Date and (B) and the interest payment dates relating thereto have not changed since the Closing Date; (g) so long as no Default has occurred and is continuing or would result therefrom, Restricted Payments made by Borrower to Parent after the Closing Date, so long as such Restricted Payments are used to simultaneously fund redemptions, repayments, prepayments, repurchases or acquisitions for value of Existing Parent Notes; provided that the aggregate amount of all such Restricted Payments during the term of made pursuant to this Agreement does clause (g) may not exceed $3,500,00012,000,000; (dh) 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 has occurred and be is continuing or would result therefrom, Restricted Payments to the extent necessary to effect a refinancing of Existing Parent Notes with Indebtedness incurred pursuant to clause (b) or clause (m) of Section 7.2.2; provided that the maturity and Average Life of such Indebtedness may not be earlier or shorter than that of the First Lien Notes issued on the Closing Date and the terms thereof must be, taken as a whole, no less favorable to the Borrower and its Subsidiaries than those of the First Lien Notes issued on the Closing Date; and (hi) 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 has occurred and be is continuing or would result therefrom, other Restricted Payments in an aggregate amount for all Restricted Payments pursuant to this clause (g) not to exceed $5,000,000.

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 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 the Borrower to Parent (i) pursuant to the Borrower, Tax Sharing Agreement; provided that the amount of such Restricted Payment shall not exceed the amount of taxes that the Borrower would have been liable for on a stand alone basis on a consolidated tax return with its Subsidiaries and (ii) to pay franchise taxes and other overhead expenses of Parent in an amount not to exceed $500,000 in any Guarantor or any wholly owned Restricted SubsidiaryFiscal Year; (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 no Default of the aggregate amount type set forth in Section 8.1.1 or any Event of all such Restricted Payments during Default has occurred and is continuing, amounts payable to the term of this Agreement does not exceed $3,500,000Sponsors as set forth in the Monitoring Agreement; (d) repurchases of Capital Securities from former employees, directors and officers of Parent and its Subsidiaries in an amount not to exceed $2,000,000 in any Fiscal Year; provided that, to the conversion extent the amount of HIGH TIDES or Existing Subordinated Debt into common Capital Stock repurchases permitted to be made in any Fiscal Year pursuant to this clause exceeds the aggregate amount of repurchases actually made by the BorrowerBorrower and its Subsidiaries during such Fiscal Year, the excess amount may be carried forward to (but only to) the next succeeding Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used following the Borrower and its Subsidiaries using the amount of repurchases permitted by this clause in such succeeding Fiscal Year, without giving effect to such carry-forward; (e) repurchases of Capital Securities deemed to occur upon exercise of stock options if such Capital Securities represents a portion of the payments and issuance and distribution exercise price of common Capital Stock made in connection with the SureBeam Spin-Off;such options; and (f) Restricted Payments in the Borrower and its Restricted Subsidiaries may take such actions manner contemplated by the Merger Agreement, as are permitted under Sections 8.5 and 8.7; (g) the payment of accrued and unpaid distributions by Titan Capital Trust in effect on the HIGH TIDES so long date hereof and 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 therefromamended in accordance with Section 7.2.12.

Restricted Payments, etc. The Parent 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 Parent Borrower or any wholly owned Restricted Subsidiary; Subsidiaries, (b) cashless exercises of stock options, (c) Restricted Payments consisting cash payments by Parent 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 Parent 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 not to exceed $180,000 per quarter the Available Amount 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 3.75:1.00.

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 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 Holdings and Borrower will shall not, and will shall 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 Borrower may make Restricted Payments to Holdings for the purpose of paying, so long as all proceeds are promptly used by Holdings to pay, (i) reasonable fees for audit, legal and similar administrative services and other corporate overhead, (ii) customary fees to non-officer directors of Holdings who are not Affiliates of Holdings, (iii) out-of-pocket expenses to directors or distributions by the Borrower payable in common stock observers of the Borrowerboard of directors of Holdings and (iv) taxes payable by Holdings; (b) so long as at the time of such purchase (and after giving effect thereto) there shall exist no Default, Holdings may (and Borrower may make Restricted Payments made by Restricted Subsidiaries to Holdings to permit Holdings to) repurchase Management Shares from any Management Investor (i) with proceeds of the Borrower, any Guarantor or any wholly owned Restricted Subsidiarykey-man life insurance maintained on the life of such Management Investor and (ii) with cash in an aggregate amount not exceeding $1,000,000 per year; (c) [reserved] (i) any Subsidiary of Borrower may make Restricted Payments consisting of the cashing-out of employee stock options in the Borrower’s to Borrower or any Subsidiary Guarantor and (ii) any non-wholly-owned Subsidiary of Borrower may make Restricted Subsidiary’s Capital Stock Payments to its shareholders generally so long as Borrower or its Subsidiary which owns the aggregate amount of all equity interest in the Subsidiary making such Restricted Payments during the term of this Agreement does not exceed $3,500,000; Payment receives at least its proportionate share thereof (d) the conversion of HIGH TIDES or Existing Subordinated Debt into common Capital Stock based upon its relative holding of the Borrowerequity interests in the Subsidiary making such Restricted Payment); (e) so long as no Default then exists or would result therefrom, Borrower may make Restricted Payments to Holdings at the times, and in the amounts, necessary to enable Holdings to make any regularly scheduled interest or principal payments that are due and issuance and distribution payable on any Permitted Seller Notes or in respect of common Capital Stock any Qualifying Subordinated Debt to the extent that such payments are permitted to be made in connection with the SureBeam Spin-Offpursuant to subsection 6.9; (f) repurchases of Capital Stock of Holdings deemed to occur upon the Borrower 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 Holdings or any of its Restricted Subsidiaries may take such actions as are permitted under Sections 8.5 and 8.7;in connection therewith; and (g) the payment of accrued Tender Offer and unpaid distributions by Titan Capital Trust on the HIGH TIDES so long as no Default Merger 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 Parent 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 Parent Borrower or any wholly owned Restricted Subsidiary; Subsidiaries, (b) cashless exercises of stock options, (c) Restricted Payments consisting cash payments by Parent 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 Parent 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 not to exceed $180,000 per quarter the Available Amount 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 3.25:1.00.

Restricted Payments, etc. The Holdings and each 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 than: (a) dividends Restricted Payments made by Subsidiaries to the Borrowers or distributions by the Borrower payable in common stock wholly owned Subsidiaries of the either Borrower; (b) Restricted Payments made by Restricted Subsidiaries the Borrowers and the Subsidiaries, as applicable, to Holdings in accordance with the Tax Sharing Agreement, but in aggregate amounts no greater than, and limited to the Borroweramount necessary to enable Holdings to make payments in cash in respect of the aggregate federal income tax liability then due of the "affiliated group" (within the meaning of Section 1504(a)(1) of the Code) of which Holdings is the common parent corporation; PROVIDED, HOWEVER, that any Guarantor payment required to be made by any Borrower or any wholly owned Restricted Subsidiary to Holdings in accordance with the Tax Sharing Agreement that otherwise would be prohibited pursuant to the preceding limitation may be paid directly to another Borrower or Subsidiary;, as applicable, to the extent that Holdings would have been required to make a payment to such other Borrower or Subsidiary in accordance with the Tax Sharing Agreement. (c) Restricted Payments consisting of made by the cashing-out of employee stock options Borrowers to Holdings solely to the extent necessary to enable Holdings to pay Management Fees in the Borrower’s or any Restricted Subsidiary’s Capital Stock so long as the an aggregate amount of all such Restricted Payments during the term of this Agreement does not exceed up to $3,500,0001,000,000 in any Fiscal Year thereafter; (d) Restricted Payments made by the conversion Borrowers to Holdings solely to the extent necessary to enable Holdings to pay for general administrative and operating expenses of HIGH TIDES or Existing Subordinated Debt into common Capital Stock of the BorrowerHoldings; (e) Restricted Payments made by the payments and issuance and distribution Borrowers to Holdings solely to the extent necessary to enable Holdings to repurchase, redeem or otherwise acquire or retire for value any Capital Securities of common Holdings, or any warrant, option or other right to acquire Capital Stock made in connection with the SureBeam Spin-Off; (f) the Borrower and Securities of Holdings, held by any member of management or employee of Holdings or any of its Restricted Subsidiaries may take such actions pursuant to any management equity subscription agreement or stock option agreement 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 a result therefrom; and (h) the payment of dividends on the preferred stock of the Borrower payable on a quarterly basis not cessation of the employment such Person (by death, disability or otherwise) in an aggregate amount of up to exceed $180,000 per quarter so long as no Default shall have occurred 1,000,000 in the 1999 Fiscal Year and be continuing or would result therefrom.$5,000,000 in each Fiscal Year thereafter;

Restricted Payments, etc. The Holdings and Borrower will shall not, and will shall 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 Borrower may make Restricted Payments to Holdings for the purpose of paying, so long as all proceeds are promptly used by Holdings to pay, (i) reasonable fees for audit, legal and similar administrative services and other corporate overhead, (ii) customary fees to non-officer directors of Holdings who are not Affiliates of Holdings, (iii) out-of-pocket expenses to directors or distributions by the Borrower payable in common stock observers of the Borrowerboard of directors of Holdings and (iv) taxes payable by Holdings; (b) so long as at the time of such purchase (and after giving effect thereto) there shall exist no Default, Holdings may (and Borrower may make Restricted Payments made by Restricted Subsidiaries to Holdings to permit Holdings to) repurchase Management Shares from any Management Investor (i) with proceeds of the Borrower, any Guarantor or any wholly owned Restricted Subsidiarykey-man life insurance maintained on the life of such Management Investor and (ii) with cash in an aggregate amount not exceeding $1,000,000 per year; (c) [reserved] (i) any Subsidiary of Borrower may make Restricted Payments consisting of the cashing-out of employee stock options in the Borrower’s to Borrower or any Subsidiary Guarantor and (ii) any non-wholly-owned Subsidiary of Borrower may make Restricted Subsidiary’s Capital Stock Payments to its shareholders generally so long as Borrower or its Subsidiary which owns the aggregate amount of all equity interest in the Subsidiary making such Restricted Payments during the term of this Agreement does not exceed $3,500,000; Payment receives at least its proportionate share thereof (d) the conversion of HIGH TIDES or Existing Subordinated Debt into common Capital Stock based upon its relative holding of the Borrowerequity interests in the Subsidiary making such Restricted Payment); (e) so long as no Default then exists or would result therefrom, Borrower may make Restricted Payments to Holdings at the times, and in the amounts, necessary to enable Holdings to make any regularly scheduled interest or principal payments that are due and issuance and distribution payable on any Permitted Seller Notes or in respect of common Capital Stock any Qualifying Subordinated Debt to the extent that such payments are permitted to be made in connection with the SureBeam Spin-Offpursuant to subsection 6.9; (f) repurchases of Capital Stock of Holdings deemed to occur upon the Borrower exercise of stock options if such Capital Stock represents a portion of the exercise price thereof 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 cash is paid or would result therefrom; and (h) the payment distributed by Holdings or any 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 therefromits Subsidiaries in connection therewith.

Restricted Payments, etc. The Holdings and each 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 than: (a) dividends Restricted Payments made by Subsidiaries to the Borrowers or distributions by the Borrower payable in common stock wholly owned Restricted Subsidiaries of the either Borrower; (b) Restricted Payments made by Restricted Subsidiaries the Borrowers and the Subsidiaries, as applicable, to Holdings in accordance with the Tax Sharing Agreement, but in aggregate amounts no greater than, and limited to the Borroweramount necessary to enable Holdings to make payments in cash in respect of the aggregate federal income tax liability then due of the "affiliated group" (within the meaning of Section 1504(a)(1) of the Code) of which Holdings is the common parent corporation; provided, however, that any Guarantor payment required to be made by any Borrower or any wholly owned Restricted Subsidiary to Holdings in accordance with the Tax Sharing Agreement that otherwise would be prohibited pursuant to the preceding limitation may be paid directly to another Borrower or Subsidiary, as applicable, to the extent that Holdings would have been required to make a payment to such other Borrower or Subsidiary in accordance with the Tax Sharing Agreement; (c) Restricted Payments consisting of made by the cashing-out of employee stock options Borrowers to Holdings solely to the extent necessary to enable Holdings to pay Management Fees in the Borrower’s or any Restricted Subsidiary’s Capital Stock so long as the an aggregate amount of all such Restricted Payments during the term of this Agreement does not exceed up to $3,500,0001,000,000 in any Fiscal Year; (d) Restricted Payments made by the conversion Borrowers to Holdings solely to the extent necessary to enable Holdings to pay for general administrative and operating expenses of HIGH TIDES or Existing Subordinated Debt into common Capital Stock of the BorrowerHoldings; (e) Restricted Payments made by the payments and issuance and distribution Borrowers to Holdings solely to the extent necessary to enable Holdings to repurchase, redeem or otherwise acquire or retire for value any Capital Securities of common Holdings, or any warrant, option or other right to acquire Capital Stock made Securities of Holdings, held by any member of management or employee of Holdings or any of its Subsidiaries pursuant to any management equity subscription agreement or stock option agreement as a result of the cessation of the employment such Person (by death, disability or otherwise) in connection with the SureBeam Spin-Offan aggregate amount of up to $5,000,000 in each Fiscal Year; (fi) Restricted Payments made by the Borrower Borrowers to Holdings (including Restricted Payments made by WRC on the WRC Mirror PIK Preferred Equity) on or subsequent to November 17, 2004 solely to the extent necessary to enable Holdings to make scheduled payments of dividends on the PIK Preferred Equity and its Holdings does in fact make such scheduled payments thereon and (ii) Restricted Subsidiaries Payments made by CLI and WRC on or subsequent to November 17, 2004 to make scheduled payments of dividends on the CLI PIK Preferred Equity and the WRC PIK Preferred Equity (other than any such Capital Securities held by Holdings), respectively; provided, that such Restricted Payments may take only occur so long as, in each case, the conditions set forth in the proviso to this Section are satisfied and at the time of such actions payments and after giving effect to the making of each such Restricted Payment, the Leverage Ratio for the most recently ended Fiscal Quarter for which a Compliance Certificate was delivered by Holdings to the Agents pursuant to clause (d) of Section 7.1.1 as calculated on a pro forma basis shall be less than 3.00:1.0; and (i) Restricted Payments made by the Borrowers to Holdings solely to the extent necessary to enable Holdings to redeem shares of the PIK Preferred Equity (other than any such Capital Securities held by Holdings or WRC) or (ii) Restricted Payments made by CLI and WRC to redeem shares of the CLI PIK Preferred Equity and the WRC PIK Preferred Equity (other than any such Capital Securities held by Holdings), respectively, in each case, using Net Equity Proceeds; provided, that such Restricted Payments may only occur so long as the conditions set forth in the proviso to this Section are permitted under Sections 8.5 satisfied and 8.7at the time of such payments and after giving effect to the making of each such Restricted Payment, the Leverage Ratio for the most recently ended Fiscal Quarter for which a Compliance Certificate was delivered by Holdings to the Agents pursuant to clause (d) of Section 7.1.1 as calculated on a pro forma basis shall be less than 4.25:1.0; (h) Restricted Payments by Holdings on the Holdings Junior Preferred Stock or PIK Preferred Equity which dividends are paid solely by, at the option of Holdings, (i) the issuance of additional shares of Holdings Junior Preferred Stock or PIK Preferred Equity, respectively, or (ii) adding an amount equal to the dividends otherwise payable therein for the liquidation preference of such Holdings Junior Preferred Stock or PIK Preferred Equity, respectively. provided, however, that no Restricted Payments under clause (c), (e), (f), (g) the payment of accrued and unpaid distributions by Titan Capital Trust on the HIGH TIDES so long as no or (h) may be made if (A) any Specified Default shall have occurred and be continuing on the date such Restricted Payment is declared or made, or a Specified Default would result therefrom; and from the making of any such Restricted Payment and (hB) after giving effect to the payment making of dividends on each such Restricted Payment, the preferred stock Borrowers would not be in pro forma compliance with the covenant set forth in Section 7.2.4 for the most recently ended Fiscal Quarter for which a Compliance Certificate was delivered by Holdings to the Agents pursuant to clause (c) 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.Section 7.2.2;

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:than Restricted Payments made by Subsidiaries to the Borrower or wholly-owned Subsidiaries; provided, however, that, notwithstanding the foregoing, the Borrower may declare, pay and make Restricted Payments in any Fiscal Year (commencing with the 2001 Fiscal Year) to the extent the aggregate amount of such Restricted Payments to be made during such Fiscal Year does not exceed the amount of the Excess Cash Flow for the immediately preceding Fiscal Year not otherwise required to be applied to a mandatory prepayment of the Loans pursuant to clause (g) of Section 3.1.1; provided further, however, that the Borrower may make any Restricted Payment permitted pursuant to this Section only so long as (a) dividends or distributions by the Borrower payable in common stock of the Borrower; (b) Restricted Payments made by Restricted Subsidiaries both before and after giving effect 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 Payment, no Default shall have occurred and be continuing or would result therefromcontinuing; and (hb) the payment Borrower shall have delivered to the Administrative Agent (A) financial statements prepared on a pro forma basis giving effect to such Restricted Payment for the period of dividends on four consecutive Fiscal Quarters ending with the preferred stock Fiscal Quarter most recently ended for which financial statements and the Compliance Certificate relating thereto have been delivered to the Administrative Agent pursuant to Section 7.1.1 and (B) a certificate executed by an Authorized Officer of the Borrower payable on a quarterly basis not demonstrating that the financial results reflected in such financial statements would comply with the requirements of Section 7.2.4 for the Fiscal Quarter in which such Restricted Payment is to exceed $180,000 per quarter so long as no Default shall have occurred and be continuing or would result therefrommade.

Restricted Payments, etc. The Holdings and each 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 than: (a) dividends Restricted Payments made by Subsidiaries to the Borrowers or distributions by the Borrower payable in common stock wholly owned Restricted Subsidiaries of the either Borrower; (b) Restricted Payments made by Restricted Subsidiaries the Borrowers and the Subsidiaries, as applicable, to Holdings in accordance with the Tax Sharing Agreement, but in aggregate amounts no greater than, and limited to the Borroweramount necessary to enable Holdings to make payments in cash in respect of the aggregate federal income tax liability then due of the "affiliated group" (within the meaning of Section 1504(a)(1) of the Code) of which Holdings is the common parent corporation; provided, however, that any Guarantor payment required to be made by any Borrower or any wholly owned Restricted Subsidiary to Holdings in accordance with the Tax Sharing Agreement that otherwise would be prohibited pursuant to the preceding limitation may be paid directly to another Borrower or Subsidiary, as applicable, to the extent that Holdings would have been required to make a payment to such other Borrower or Subsidiary in accordance with the Tax Sharing Agreement; (c) Restricted Payments consisting of made by the cashing-out of employee stock options Borrowers to Holdings solely to the extent necessary to enable Holdings to pay Management Fees in the Borrower’s or any Restricted Subsidiary’s Capital Stock so long as the an aggregate amount of all such Restricted Payments during the term of this Agreement does not exceed up to $3,500,0001,000,000 in any Fiscal Year; (d) Restricted Payments made by the conversion Borrowers to Holdings solely to the extent necessary to enable Holdings to pay for general administrative and operating expenses of HIGH TIDES or Existing Subordinated Debt into common Capital Stock of the BorrowerHoldings; (e) Restricted Payments made by the payments and issuance and distribution Borrowers to Holdings solely to the extent necessary to enable Holdings to repurchase, redeem or otherwise acquire or retire for value any Capital Securities of common Holdings, or any warrant, option or other right to acquire Capital Stock made Securities of Holdings, held by any member of management or employee of Holdings or any of its Subsidiaries pursuant to any management equity subscription agreement or stock option agreement as a result of the cessation of the employment such Person (by death, disability or otherwise) in connection with the SureBeam Spin-Offan aggregate amount of up to $5,000,000 in each Fiscal Year; (fi) Restricted Payments made by the Borrower Borrowers to Holdings (including Restricted Payments made by WRC on the WRC Mirror PIK Preferred Equity) on or subsequent to November 17, 2004 solely to the extent necessary to enable Holdings to make scheduled payments of dividends on the PIK Preferred Equity and its Holdings does in fact make such scheduled payments thereon and (ii) Restricted Subsidiaries Payments made by CLI and WRC on or subsequent to November 17, 2004 to make scheduled payments of dividends on the CLI PIK Preferred Equity and the WRC PIK Preferred Equity (other than any such Capital Securities held by Holdings), respectively; provided, that such Restricted Payments may take only occur so long as, in each case, the conditions set forth in the proviso to this Section are satisfied and at the time of such actions payments and after giving effect to the making of each such Restricted Payment, the Leverage Ratio for the most recently ended Fiscal Quarter for which a Compliance Certificate was delivered by Holdings to the Arrangers pursuant to clause (d) of Section 7.1.1 as are permitted under Sections 8.5 and 8.7calculated on a pro forma basis shall be less than 4.75:1.0; (gi) Restricted Payments made by the payment Borrowers to Holdings solely to the extent necessary to enable Holdings to redeem shares of accrued the PIK Preferred Equity (other than any such Capital Securities held by Holdings or WRC) or (ii) Restricted Payments made by CLI and unpaid distributions WRC to redeem shares of the CLI PIK Preferred Equity and the WRC PIK Preferred Equity (other than any such Capital Securities held by Titan Capital Trust on the HIGH TIDES Holdings), respectively, in each case, using Net Equity Proceeds; provided, that such Restricted Payments may only occur so long as the conditions set forth in the proviso to this Section are satisfied and at the time of such payments and after giving effect to the making of each such Restricted Payment, the Leverage Ratio for the most recently ended Fiscal Quarter for which a Compliance Certificate was delivered by Holdings to the Arrangers pursuant to clause (d) of Section 7.1.1 as calculated on a pro forma basis shall be less than 4.75:1.0; (h) Restricted Payments by Holdings on the Holdings Junior Preferred Stock or PIK Preferred Equity which dividends are paid solely by, at the option of Holdings, (i) the issuance of additional shares of Holdings Junior Preferred Stock or PIK Preferred Equity, respectively, or (ii) adding an amount equal to the dividends otherwise payable therein for the liquidation preference of such Holdings Junior Preferred Stock or PIK Preferred Equity, respectively; or (i) Restricted Payment by Holdings which are funded solely with Net Equity Proceeds resulting from the issuance of Capital Securities of Holdings; provided, however, that no Restricted Payments under clause (c), (e), (f), (g), (h) or (i) may be made if (A) any Default shall have occurred and be continuing on the date such Restricted Payment is declared or made, or a Default would result therefrom; and from the making of any such Restricted Payment and (hB) after giving effect to the payment making of dividends on each such Restricted Payment, the preferred stock Borrowers would not be in pro forma compliance with the covenant set forth in Section 7.2.4 for the most recently ended Fiscal Quarter for which a Compliance Certificate was delivered by Holdings to the Arrangers pursuant to clause (c) 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 therefromSection 7.2.2.