Common use of Restricted Payments; Payments on Other Indebtedness Clause in Contracts

Restricted Payments; Payments on Other Indebtedness. (a) Holdings and the Borrowers will not, and will not permit any of their Subsidiaries to (notwithstanding the terms of any Organizational Document or any other agreement or instrument), declare, pay or make on any of its Equity Interests (or any warrants, options or other rights with respect thereto) any dividend, distribution or other payment on account of its Equity Interests, whether on account of the purchase, redemption, sinking or analogous fund, retirement or defeasance of any Equity Interests and whether in cash, property or obligations (other than dividends or distributions payable solely in its Equity Interests, warrants to purchase its Equity Interests or split-ups or reclassifications of its Equity Interests into additional or other shares of its Equity Interests), or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking or analogous fund, retirement or defeasance of, any such Equity Interests (or any options, warrants or other rights with respect thereto); provided, however that: (i) Subsidiaries of AMRC may make dividends, distributions and other payments to AMRC and its Subsidiaries; and (ii) Holdings and its Subsidiaries may make, incur, assume or suffer to exist Investments to the extent permitted by Section 7.2.6; (iii) AMRC may make dividends, distributions and other payments to Holdings for the purpose of Holdings paying its actual (and not anticipated) federal, state and local income taxes on behalf of such consolidated group; provided, however, that (A) such dividends, distributions or other payments, as the case may be, are applied promptly, and in any event within three Business Days after the receipt thereof, to the payment of such income taxes and (B) all such payments that are incurred after the Effective Date in the form of a loan (when added to the intercompany Indebtedness referred to in clause (d) of Section 7.2.2 (other than such Indebtedness owing to any Person that is not a Loan Party) that is incurred after the Effective Date) in excess of $5,000,000 in the aggregate principal amount outstanding at any time, shall be evidenced by a promissory note, in a form reasonably acceptable to the Administrative Agent, that has been duly pledged in accordance with the terms of the Pledge Agreement to the Administrative Agent (for the benefit of the Lender Parties) and shall not be forgiven or otherwise discharged for any consideration other than the payment in full in cash; provided further, however, that (x) in no event shall the total dividends, distributions or other payments paid or loaned by AMRC to Holdings pursuant to this clause exceed the amount of income taxes that would have been payable by AMRC if AMRC was not consolidated with Holdings for income tax purposes and (y) any tax refunds received by Holdings shall be returned promptly to AMRC or the applicable Subsidiary; (iv) AMRC may make dividends, distributions and other payments to Holdings for the purpose of Holdings paying its (A) corporate overhead expenses that are incurred in the ordinary course of business on an arm’s-length basis and (B) franchise taxes and other similar taxes, fees and expenses required to maintain its corporate existence; and (v) AMRC may make dividends, distributions and other payments to Holdings, for the purpose of Holdings purchasing, redeeming or otherwise acquiring Holdings’ Equity Interests from, or making payments of dividends, distributions and other payments to, holders of Holdings’ Equity Interests (and Holdings may, in turn, purchase, redeem or otherwise acquire Holdings’ Equity Interests from, or make dividends, distributions or other payments to, holders of Holdings’ Equity Interests), in an aggregate amount not to exceed $10,000,000 in any Fiscal Year or $50,000,000 during the term of this Agreement; provided that no Default or Event of Default has occurred and is continuing immediately before or after giving effect thereto; provided, further that: (A) if any such holder of Equity Interests of Holdings is not known by Holdings to be a Minority Stockholder and during any Fiscal Year the amount of dividends, distributions and other payments made pursuant to this clause exceeds in the aggregate $2,000,000, after giving pro forma effect to any such dividend, distribution or other payment (x) for the most recent Fiscal Quarter for which financial statements have been delivered (1) the Leverage Ratio shall not exceed the maximum Leverage Ratio requirement then in effect pursuant to clause (b) of Section 7.2.4 and (2) the Borrowers are in compliance with the Fixed Charge Coverage Ratio requirement then in effect pursuant to clause (a) of Section 7.2.4 (compliance with the foregoing to be evidenced by the due completion, execution and delivery by a Financial Officer of Holdings of a Compliance Certificate), provided that this clause (x) shall apply only if a Delayed Draw Term Loan is used to finance the purchase, redemption or other acquisition of such relevant Equity Interests; and (y) the aggregate amount of (1) cash and Cash Equivalent Investments of Holdings and its Subsidiaries plus (2) the unused portion of the Revolving Loan Commitment Amount shall not be less than $40,000,000; (B) if any such stockholder of Holdings is known by Holdings to be a Minority Stockholder, after giving pro forma effect to any such dividend, distribution or other payment (x) for the most recent Fiscal Quarter for which financial statements have been delivered (1) the Leverage Ratio shall not exceed the maximum Leverage Ratio requirement then in effect pursuant to clause (b) of Section 7.2.4 minus .50, and (2) the Borrowers are in compliance with the Fixed Charge Coverage Ratio requirement then in effect pursuant to clause (a) of Section 7.2.4 (compliance with the foregoing to be evidenced by the due completion, execution and delivery by a Financial Officer of Holdings of a Compliance Certificate); and (y) the amount of (1) cash and Cash Equivalent Investments of Holdings and its Subsidiaries plus (2) the unused portion of the Revolving Loan Commitment Amount shall not be less than $40,000,000. (b) Holdings and the Borrowers will not, and will not permit any of their Subsidiaries to, make or agree to make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness of any Borrower or its Subsidiaries that is owing to any Person as part of the purchase price consideration for a Permitted Acquisition, including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Indebtedness, except: (i) payment of regularly scheduled interest and principal payments of such Indebtedness as and when due; (ii) any refinancing, refunding, extension, renewal or replacement of such Indebtedness to the extent it is Permitted Refinancing Indebtedness; and (iii) payment of any such secured Indebtedness that becomes due as a result of the voluntary transfer or sale of the property or assets securing such Indebtedness.

Restricted Payments; Payments on Other Indebtedness. (a) Holdings The Parent and the Borrowers Borrower will not, and will not permit any of their its Subsidiaries to (notwithstanding the terms of any Organizational Document or any other agreement or instrument), declare, pay or make on any of its Equity Interests (or any warrants, options or other rights with respect thereto) any dividend, distribution or other payment payment, on account of its Equity Interests, whether on account of the purchase, redemption, sinking or analogous fund, retirement or defeasance of any Equity Interests and whether in cash, property or obligations (other than dividends or distributions payable solely in its Equity Interests, warrants to purchase its Equity Interests or split-split ups or reclassifications of its Equity Interests into additional or other shares of its Equity Interests), or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking or analogous fund, retirement or defeasance of, any such Equity Interests (or any options, warrants or other rights with respect thereto) (any such action, a “Restricted Payment”); provided, however that: (i) the Parent may make Restricted Payments, provided that, both before and after giving effect to such Restricted Payment: (A) on a pro forma basis, either (1) the Consolidated Leverage Ratio is less than 2.00 to 1.00; or (2) if the Restricted Payments are not more than $50,000,000 in the aggregate for the applicable Fiscal Year, the Consolidated Leverage Ratio is equal to or greater than 2.00 to 1.00, but less than 2.25 to 1.00; (B) as of the end of the most recent Fiscal Quarter for which financial statements have been delivered, the Parent and its Subsidiaries shall be in compliance immediately before and after the Restricted Payment with Section 7.2.4(a); and (C) no Default or Event of Default shall exist or result therefrom; (ii) the Subsidiaries of AMRC the Borrower may make dividends, distributions and other payments to AMRC the Borrower and its Subsidiaries; and; (iiiii) Holdings the Borrower and its Subsidiaries may make, incur, assume or suffer to exist Investments to the extent permitted by Section 7.2.67.2.5; (iiiiv) AMRC the Borrower may make dividends, distributions and other payments to Holdings the Parent for the purpose of Holdings the Parent paying its actual (and not anticipated) federal, state and local income taxes on behalf of such consolidated group; provided, however, that (A) such dividends, distributions or other payments, as the case may be, are applied promptly, and in any event within three Business Days after the receipt thereof, to the payment of such income taxes taxes; and (B) all such payments that are incurred after the Effective Date in the form of a loan (when added to the intercompany Indebtedness referred to in clause (d) of Section 7.2.2 (other than such Indebtedness owing to any Person that is not a Loan Party) that is incurred after the Effective Date) in excess of $5,000,000 in the aggregate principal amount outstanding at any time, shall be evidenced by a one or more promissory note, in a form reasonably acceptable to the Administrative Agent, that has been notes duly pledged in accordance with the terms of the Pledge Agreement executed and delivered to the Administrative Agent (for each such promissory note to be in form and substance reasonably satisfactory to the benefit of the Lender PartiesAdministrative Agent) and shall not be forgiven or otherwise discharged for any consideration other than the payment in full in cash; provided further, however, that (x) in no event shall the total dividends, distributions or other payments paid or loaned by AMRC to Holdings pursuant to this clause exceed the amount of income taxes that would have been payable by AMRC if AMRC was not consolidated with Holdings for income tax purposes and (y) any tax refunds received by Holdings the Parent shall be returned promptly to AMRC or the applicable Subsidiary;Borrower; and (ivv) AMRC the Borrower may make dividends, distributions and other payments to Holdings the Parent for the purpose of Holdings paying its the Parent (A) paying its corporate overhead expenses that are incurred in the ordinary course of business on an arm’s-length basis and (B) franchise taxes and other similar taxes, fees and expenses required to maintain its corporate existence; and and (vB) AMRC may make dividends, distributions and other payments making Restricted Payments permitted pursuant to Holdings, for the purpose of Holdings purchasing, redeeming or otherwise acquiring Holdings’ Equity Interests from, or making payments of dividends, distributions and other payments to, holders of Holdings’ Equity Interests clause (and Holdings may, in turn, purchase, redeem or otherwise acquire Holdings’ Equity Interests from, or make dividends, distributions or other payments to, holders of Holdings’ Equity Interests), in an aggregate amount not to exceed $10,000,000 in any Fiscal Year or $50,000,000 during the term of this Agreementi) above; provided that no Default or Event as of Default has occurred and is continuing immediately before or after giving effect thereto; provided, further that: (A) if any such holder the date of Equity Interests of Holdings is not known by Holdings to be a Minority Stockholder and during any Fiscal Year the amount of dividends, distributions and other payments made pursuant to this clause exceeds in the aggregate $2,000,000, after giving pro forma effect to any such dividend, distribution or other payment (x) for payment, the most recent Fiscal Quarter for which financial statements have been delivered (1) the Leverage Ratio shall not exceed the maximum Leverage Ratio requirement then in effect pursuant to clause (b) of Section 7.2.4 Parent and (2) the Borrowers its Subsidiaries are in compliance with the Fixed Charge Coverage Ratio requirement then in effect pursuant to clause (a) of Section 7.2.4 (compliance with the foregoing to be evidenced by the due completion, execution and delivery by a Financial Officer of Holdings of a Compliance Certificate), provided that this clause (x) shall apply only if a Delayed Draw Term Loan is used to finance the purchase, redemption or other acquisition of such relevant Equity Interests; and (y) the aggregate amount of (1) cash and Cash Equivalent Investments of Holdings and its Subsidiaries plus (2) the unused portion each of the Revolving Loan Commitment Amount shall not be less than $40,000,000; (B) if any such stockholder of Holdings is known by Holdings to be a Minority Stockholder, after giving pro forma effect to any such dividend, distribution or other payment (x) for the most recent Fiscal Quarter for which financial statements have been delivered (1) the Leverage Ratio shall not exceed the maximum Leverage Ratio requirement then in effect pursuant to clause (b) of Section 7.2.4 minus .50, and (2) the Borrowers are in compliance with the Fixed Charge Coverage Ratio requirement then in effect pursuant to clause (a) of Section 7.2.4 (compliance with the foregoing to be evidenced by the due completion, execution and delivery by a Financial Officer of Holdings of a Compliance Certificate); and (y) the amount of (1) cash and Cash Equivalent Investments of Holdings and its Subsidiaries plus (2) the unused portion of the Revolving Loan Commitment Amount shall not be less than $40,000,000requirements set forth therein. (b) Holdings The Parent and the Borrowers Borrower will not, and will not permit any of their Subsidiaries toSubsidiaries, to make or agree to make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness of Indebtedness, or any Borrower payment or its Subsidiaries that is owing to any Person as part of the purchase price consideration for a Permitted Acquisitionother distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Indebtedness, except: (i) payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments of such Indebtedness as and when duedue in respect of Indebtedness permitted to be incurred by this Agreement; (ii) any refinancing, refunding, extension, renewal or replacement of such Indebtedness to the extent it is Permitted Refinancing Indebtedness; and (iii) any Permitted Refinancing Indebtedness permitted by Section 7.2.2; (iv) payment of any such secured Indebtedness that becomes due as a result of the voluntary transfer or sale of the property or assets securing such Indebtedness, subject to any restrictions set forth in this Agreement; and (v) payment of Indebtedness owed by a Subsidiary of the Borrower that is not a Loan Party to a Loan Party (other than the Parent).

Restricted Payments; Payments on Other Indebtedness. (a) Holdings and the Borrowers The Borrower will not, and will not permit any of their its Subsidiaries to to: (a) notwithstanding the terms of any Organizational Document or any other agreement or instrument), either (x) declare, pay or make on any of its Equity Interests (or any warrants, options or other rights with respect thereto) any dividend, distribution or other payment on account of its Equity Interestspayment, whether on account of the purchase, redemption, sinking or analogous fund, retirement or defeasance of any Equity Interests and whether in cash, property or obligations (other than dividends or distributions payable solely in its Equity Interests, warrants to purchase its Equity Interests or split-ups or reclassifications of its Equity Interests into additional or other shares of its Equity Interests), or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking or analogous fund, retirement or defeasance of, any such Equity Interests (or any options, warrants or other rights with respect thereto); provided, however that: (i) Subsidiaries of AMRC may make dividends, distributions and other payments to AMRC and its Subsidiaries; and (ii) Holdings and its Subsidiaries may make, incur, assume or suffer to exist Investments to the extent permitted by Section 7.2.6; (iii) AMRC may make dividends, distributions and other payments to Holdings for the purpose of Holdings paying its actual (and not anticipated) federal, state and local income taxes on behalf of such consolidated group; provided, however, that (A) such dividends, distributions or other payments, as the case may be, are applied promptly, and in any event within three Business Days after the receipt thereof, to the payment of such income taxes and (B) all such payments that are incurred after the Effective Date in the form of a loan (when added to the intercompany Indebtedness referred to in clause (d) of Section 7.2.2 (other than such Indebtedness owing to any Person that is not a Loan Party) that is incurred after the Effective Date) in excess of $5,000,000 in the aggregate principal amount outstanding at any time, shall be evidenced by a promissory note, in a form reasonably acceptable to the Administrative Agent, that has been duly pledged in accordance with the terms of the Pledge Agreement to the Administrative Agent (for the benefit of the Lender Parties) and shall not be forgiven or otherwise discharged for any consideration other than the payment in full in cash; provided further, however, that (x) in no event shall the total dividends, distributions or other payments paid or loaned by AMRC to Holdings pursuant to this clause exceed the amount of income taxes that would have been payable by AMRC if AMRC was not consolidated with Holdings for income tax purposes and (y) make any tax refunds received by Holdings shall be returned promptly to AMRC or the applicable Subsidiary; (iv) AMRC may make dividendspayment, distributions and other payments to Holdings for the purpose of Holdings paying its (A) corporate overhead expenses that are incurred in the ordinary course of business on an arm’s-length basis and (B) franchise taxes and other similar taxesloan, fees and expenses required to maintain its corporate existence; and (v) AMRC may make dividendsadvance, distributions and other payments to Holdings, for the purpose of Holdings purchasing, redeeming or otherwise acquiring Holdings’ Equity Interests from, or making payments of dividends, distributions and other payments to, holders of Holdings’ Equity Interests (and Holdings may, in turn, purchase, redeem or otherwise acquire Holdings’ Equity Interests from, or make dividends, distributions contribution or other payments to, holders transfer of Holdings’ funds or property to any holder of its Equity Interests), in an aggregate amount not to exceed $10,000,000 in any Fiscal Year or $50,000,000 during the term of this Agreement; provided that no Default or Event of Default has occurred unless both before and is continuing immediately before or after giving effect thereto; provided, further that: (A) if any such holder of Equity Interests of Holdings is not known by Holdings to be a Minority Stockholder and during any Fiscal Year the amount of dividends, distributions and other payments made pursuant to this clause exceeds in the aggregate $2,000,000, after giving pro forma effect to any such dividend, distribution or other payment payment, or such payment, loan, advance, contribution or other transfer, as applicable: (xi) for the Leverage Ratio as of the most recent recently ended Fiscal Quarter for which financial statements have been delivered pursuant to this Agreement, calculated on a pro forma basis as if such payments had been made on the first day of such period, shall not be greater than 2.00:1.00 for the Rolling Period ending on the last day of such Fiscal Quarter; (1ii) the Leverage Ratio Borrower shall not exceed the maximum Leverage Ratio requirement then in effect pursuant to clause (b) of Section 7.2.4 and (2) the Borrowers are be in compliance on a pro forma historical basis with each of the Fixed Charge Coverage Ratio requirement then financial covenants set forth in effect pursuant to clause Section 7.2.4; (a) of Section 7.2.4 (compliance with the foregoing to be evidenced by the due completion, execution and delivery by a Financial Officer of Holdings of a Compliance Certificate), provided that this clause (x) shall apply only if a Delayed Draw Term Loan is used to finance the purchase, redemption or other acquisition of such relevant Equity Interests; and (yiii) the aggregate amount of (1) cash all such dividends, distributions and Cash Equivalent Investments of Holdings other payments and its Subsidiaries plus (2) the unused portion of the Revolving Loan Commitment Amount such payments, loans, advances, contributions and other transfers shall not be less than $40,000,000; (B) if any such stockholder of Holdings is known by Holdings to be exceed the Borrower’s Net Income, calculated on a Minority Stockholderquarterly basis, after giving pro forma effect to any such dividend, distribution or other payment (x) for the period from the Effective Date to the most recent recently ended Fiscal Quarter for which financial statements have been are required to be delivered (1) the Leverage Ratio shall not exceed the maximum Leverage Ratio requirement then in effect pursuant to clause (b) of Section 7.2.4 minus .50, and (2) the Borrowers are in compliance with the Fixed Charge Coverage Ratio requirement then in effect pursuant to clause (a) of Section 7.2.4 (compliance with the foregoing to be evidenced by the due completion, execution and delivery by a Financial Officer of Holdings of a Compliance Certificate7.1.1(a); and (iv) no Default or Event of Default shall have occurred and (y) the amount of (1) cash and Cash Equivalent Investments of Holdings and its Subsidiaries plus (2) the unused portion of the Revolving Loan Commitment Amount shall not be less than $40,000,000.continuing or would result therefrom; or (b) Holdings and the Borrowers will not, and will not permit any of their Subsidiaries to, make or agree to make, directly or indirectly, voluntarily purchase, redeem, retire, defease or prepay (whether by a sinking fund or otherwise) any payment principal of, premium, if any, interest, fees or other distribution (whether in cash, securities or other property) of or amount payable in respect of principal of or interest on any Indebtedness of any Borrower or its Subsidiaries that is owing to any Person as part of the purchase price consideration for a Permitted Acquisition, including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Indebtedness, except: other than (i) payment of regularly scheduled interest and principal payments of such Indebtedness as and when due; the Obligations, (ii) Indebtedness secured by any refinancing, refunding, extension, renewal or replacement of such Indebtedness assets sold pursuant to the extent it is Permitted Refinancing Indebtedness; and Section 7.2.8 and (iii) payment Ongoing Indebtedness permitted by Section 7.2.2(c) upon any refinancing thereof with Refinanced Indebtedness in accordance with the requirements of such Section; provided, however, that any Loan Party may make any such secured Indebtedness that becomes due as a result dividends, distributions or other payments to any other Loan Party at any time, and from time to time, notwithstanding any of the voluntary transfer or sale of the property or assets securing such Indebtednessrestrictions set forth above.