Common use of Dividends and Certain Other Restricted Payments Clause in Contracts

Dividends and Certain Other Restricted Payments. Borrower shall not, nor shall it permit any Subsidiary (other than any Affiliated Entity or Project Specific JV constituting, in either case, an Excluded Subsidiary) to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its capital stock or other equity interests (other than dividends or distributions payable solely in its capital stock or other equity interests) or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its capital stock or other equity interests or any warrants, options, or similar instruments to acquire the same (collectively referred to herein as “Restricted Payments”); provided, that the foregoing shall not operate to prevent: (a) the making of dividends or distributions by any Subsidiary to Borrower or any Guarantor that is its respective parent entity; (b) the making of dividends or distributions by any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party; (c) the Borrower’s issuance of common stock upon the exercise, and to the registered holders, of the OCM Warrants in accordance with their terms; (d) repurchases by the Borrower pursuant to the terms of employee stock purchase plans, employee restricted stock agreements or similar arrangements in an aggregate amount not to exceed $2,000,000 in any fiscal year; and (e) other Restricted Payments in an amount not to exceed the Available Amount so long as both before and after giving effect to such Restricted Payment (i) Borrower shall be in

Dividends and Certain Other Restricted Payments. The Borrower shall not, nor shall it permit any Subsidiary (other than any Affiliated Entity or Project Specific JV constituting, in either case, an Excluded Subsidiary) to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its capital stock or other equity interests (other than dividends or distributions payable solely in its capital stock or other equity interestsstock) or (ii) directly or indirectly purchase, redeem, redeem or otherwise acquire or retire any of its capital stock or (iii) prepay any Indebtedness for Borrowed Money (other equity interests or than the prepayment of the Loans and L/C Obligations in accordance with Section 1.11 hereof and the effecting of any warrantsredemption of such Loans) (such non-excepted dividends, optionsdistributions, or similar instruments to acquire the same (purchases, redemptions, acquisitions, prepayments and retirements being hereinafter collectively referred to herein as “called "Restricted Payments”"); provided, however, that the foregoing shall not apply to or operate to prevent: (a) prevent any Restricted Payments made in any fiscal year of the making of dividends or distributions by any Subsidiary to Borrower or any Guarantor that is its respective parent entity; (b) the making of dividends or distributions by any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party; (c) the Borrower’s issuance of common stock upon the exercise, if and to the registered holders, of extent that at the OCM Warrants in accordance with their terms; (d) repurchases by the Borrower pursuant to the terms of employee stock purchase plans, employee restricted stock agreements or similar arrangements in an aggregate amount not to exceed $2,000,000 in any fiscal year; and (e) other time such Restricted Payments in an amount not to exceed the Available Amount so long as both before Payment is made and after giving effect to such Restricted Payment thereto, (i) Borrower no Default or Event of Default shall occur or be incontinuing, (ii) the aggregate amount of all Restricted Payments (other than the Permitted Shareholder Redemptions) made during such fiscal year does not exceed twenty percent (20%) of the Borrower's Net Income for such fiscal year to date and (iii) the aggregate cumulative amount of all Restricted Payments made on and after the date hereof does not exceed $25,000,000.

Dividends and Certain Other Restricted Payments. Neither the Parent nor the Borrower shall notshall, nor shall it permit any Subsidiary (other than any Affiliated Entity or Project Specific JV constituting, in either case, an Excluded Subsidiary) to, (ia) declare or pay any dividends on or make any other distributions in respect of any class or series of its capital stock or other equity interests (other than dividends or distributions payable solely in its capital stock or other equity interests) or ), (iib) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its capital stock or other equity interests or any warrants, options, or similar instruments to acquire the same same, or (c) directly or indirectly pay Management Fees (collectively referred to herein as “Restricted Payments”); provided, however, that the foregoing shall not operate to prevent: : (ai) the making of dividends or distributions by any Subsidiary to Borrower or any Guarantor that is its respective parent entity; (b) the making of dividends or distributions by any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party; (c) the Borrower’s issuance of common stock upon ; (ii) dividend payments from the exercise, and Borrower to the registered holders, of the OCM Warrants in accordance with their terms; (d) repurchases by the Borrower pursuant to the terms of employee stock purchase plans, employee restricted stock agreements or similar arrangements in an aggregate amount not to exceed $2,000,000 in any fiscal year; and (e) other Restricted Payments Parent in an amount not to exceed (x) 50% of the Available Amount so long Excess Cash Flow for any fiscal year and (y) $25,000,000 in the aggregate during the term of this Agreement, in each case for the purpose of making common equity repurchases; provided, however, that such dividend payments shall be allowed only to the extent that (A) no Default or Event of Default has occurred and is continuing immediately prior to or would arise as both before and a result of any such dividend payment, (B) the Administrative Agent shall have received evidence satisfactory to the Administrative Agent that the Total Funded Debt/EBITDA Ratio shall not be greater than 2.0 to 1.0 after giving effect to such Restricted Payment dividend payment and that the other financial covenants set forth in Section 8.23 hereof will be satisfied as set forth therein after giving effect to such dividend payment and (iC) the Administrative Agent shall have received satisfactory evidence that after giving effect to such dividend payment and any Credit Event made in connection therewith, the Borrower shall have Unused Revolving Credit Commitments of at least $10,000,000; (iii) cash dividends and distributions to the Parent for the purpose of permitting the Parent to pay federal and state income taxes, franchise taxes and other taxes, fees and assessments to the extent attributable to the business of the Borrower or any Subsidiary; (iv) dividends and distributions from the Borrower to the Parent (or payments on behalf of the Parent) to permit the Parent to (A) make payments consisting of salary, benefits and other compensation to its employees, directors and officers, (B) pay audit fees, legal fees, financing fees, costs of obtaining directors’ and officers’ liability insurance, and costs directly associated with Xxxxxxxx-Xxxxx compliance and (C) pay other public company costs and overhead fees and expenses that are incurred in the ordinary course of business; and (v) payments required to be inmade under the Management and Administrative Services Agreement and the Tax Sharing Agreement, without giving effect to any amendment to either of such agreements unless consented to in writing by the Administrative Agent.

Dividends and Certain Other Restricted Payments. Borrower shall not, nor shall it permit any Subsidiary (other than any Affiliated Entity or Project Specific JV constituting, in either case, an Excluded Subsidiary) to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its capital stock or other equity interests (other than dividends or distributions payable solely in its capital stock or other equity interests) or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its capital stock or other equity interests or any warrants, options, or similar instruments to acquire the same (collectively referred to herein as “Restricted Payments”); provided, that the foregoing shall not operate to prevent: : (a) the making of dividends or distributions by any Subsidiary to Borrower or any Guarantor that is its respective parent entity; ; (b) the making of dividends or distributions by any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party; ; (c) the Borrower’s issuance of common stock upon the exercise, and to the registered holders, of the OCM Warrants in accordance with their terms; ; (d) repurchases by the Borrower pursuant to the terms of employee stock purchase plans, employee restricted stock agreements or similar arrangements in an aggregate amount not to exceed $2,000,000 in any fiscal year; and and (e) other Restricted Payments in an amount not to exceed the Available Amount so long as both before and after giving effect to such Restricted Payment (i) Borrower shall be inin compliance with Section 7.12 on a pro forma basis, (ii) the (A) Total Leverage Ratio shall not on a pro forma basis exceed 2.50 to 1.00 and (B) Senior Secured Leverage Ratio shall not on a pro forma basis exceed 2.00 to 1.00, (iii) Liquidity shall be at least $40,000,000 and (iv) no Default or Event of Default shall have occurred and be continuing.

Dividends and Certain Other Restricted Payments. Borrower shall not, nor shall it permit any Subsidiary (other than any Affiliated Entity or Project Specific JV constituting, in either case, an Excluded Subsidiary) to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its capital stock or other equity interests (other than dividends or distributions payable solely in its capital stock or other equity interests) or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its capital stock or other equity interests or any warrants, options, or similar instruments to acquire the same (collectively referred to herein as “Restricted Payments”); provided, that the foregoing shall not operate to prevent: (a) the making of dividends or distributions by any Subsidiary to Borrower or any Guarantor that is its respective parent entity; (b) the making of dividends or distributions by any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party; (c) the Borrower’s issuance of common stock upon the exercise, and to the registered holders, of the OCM Warrants in accordance with their terms; (d) repurchases by the Borrower pursuant to the terms of employee stock purchase plans, employee restricted stock agreements or similar arrangements in an aggregate amount not to exceed $2,000,000 in any fiscal year; and (e) other Restricted Payments in an amount not to exceed the Available Amount so long as both before and after giving effect to such Restricted Payment (i) Borrower shall be inin compliance with Section 7.12 on a pro forma basis, (ii) the (A) Total Leverage Ratio shall not on a pro forma basis exceed 2.50 to 1.00 and (B) Senior Secured Leverage Ratio shall not on a pro forma basis exceed 2.00 to 1.00, (iii) Liquidity shall be at least $40,000,000 and (iv) no Default or Event of Default shall have occurred and be continuing.

Dividends and Certain Other Restricted Payments. Borrower shall notNo Loan Party shall, nor shall it permit any Subsidiary (other than any Affiliated Entity or Project Specific JV constituting, in either case, an Excluded Subsidiary) of its Subsidiaries to, (ia) declare or pay any dividends on or make any other distributions in respect of any class or series of its capital stock or other equity interests (other than dividends or distributions payable solely in its capital stock or other equity interests) ), or (iib) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its capital stock or other equity interests or any warrants, options, or similar instruments to acquire the same (collectively referred to herein as “Restricted Payments”); provided, however, that the foregoing shall not operate to prevent: : (ai) the making of dividends or distributions by any Subsidiary to Borrower or any Guarantor that is its respective parent entity; the Borrower; (bii) the making of dividends or distributions by any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party; (c) Restricted Payments made in compliance with the Borrower’s issuance of common dividend policy as in effect on the Closing Date or any employee stock upon the exerciseoption plans or employee incentive plans or other compensation arrangements, and or SAR plans; provided that no Default exists or will arise after giving effect to the registered holders, of the OCM Warrants in accordance with their termssuch other Restricted Payment; and (diii) repurchases repurchase by the Borrower pursuant to the terms of employee shares of its capital stock purchase plans, employee restricted stock agreements or similar arrangements in an aggregate amount not to exceed $2,000,000 75,000,000 in any fiscal year; , provided that no Default has occurred and (e) other Restricted Payments in an amount not to exceed the Available Amount so long as both before is continuing or would result from such repurchase and after giving effect to such Restricted Payment (i) repurchase, the Borrower shall be inat that time have not less than $20,000,000 of availability under the Revolving Facility.