Common use of Restricted Junior Payments Clause in Contracts

Restricted Junior Payments. The Credit Parties will not declare or make any Restricted Junior Payment at any time; provided, however, that (a) any Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Company; (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documents.

Restricted Junior Payments. The Credit Parties Borrower will not, and will not permit any Subsidiary to, declare or make make, or agree to pay or make, directly or indirectly, any Restricted Junior Payment at Payment, or incur any time; providedobligation (contingent or otherwise) to do so, however, except that (a) the Borrower or any Subsidiary of any Core Ameresco Company may declare and pay dividends dividends, and make other distributions, with respect to such Core Ameresco Company; its Equity Interests payable solely in additional Equity Interests, (b) so long as no Default any Subsidiary may declare and pay dividends or Event make other distributions with respect to its Equity Interests ratably to the holders of Default has occurred such Equity Interests, (c) the Borrower and is continuing and no Default or Event of Default shall be caused therebyits Subsidiaries may make Restricted Junior Payments, not exceeding $100,000,000 in the aggregate for any Fiscal Year, (d) the Borrower may redeem or purchase otherwise cancel Equity Interests or rights in respect thereof granted to directors, officers, employees or other providers of services to the Borrower and the Subsidiaries in an amount required to satisfy tax withholding obligations related to the vesting, settlement or exercise of such Equity Interests or rights, and may issue common Equity Interests to settle rights in respect of Equity Interests, and (e) the Borrower may make additional cash Restricted Junior Payments so long as at the time of and after giving effect to each such Restricted Junior Payment, (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties sum of the amount such Restricted Junior Payment and the aggregate amount of all prior Restricted Junior Payments made in reliance on this clause (e) shall not exceed 50% of the Borrower’s aggregate Consolidated Net Income for all completed Fiscal Years for which the financial statements required by Section 5.01(b) shall have been delivered, commencing with the Fiscal Year ending December 31, 2012, taken as a single accounting period and (iii) the Borrower shall have delivered to the Administrative Agent evidence that after giving effect to such payment, a certificate of the Credit Parties shall be in projected pro-forma chief financial officer of the Borrower demonstrating compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; clauses (i) and (dii) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused therebyabove, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and together with, in the amounts set forth case of clause (ii), reasonably detailed calculations in the applicable Subordinated Debt Documentssupport thereof.

Restricted Junior Payments. The No Credit Parties will not declare Party shall, nor shall it permit any of its Subsidiaries or Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at any time; providedPayment, however, that except (a) each Subsidiary may make Restricted Junior Payments consisting of a dividend or distribution with respect to its Equity Interests to the Borrower and its other Subsidiaries (and, in the case of non-wholly owned Subsidiaries to the Borrower and any of its other Subsidiaries and to each other owner of Equity Interest of such Subsidiary based on their relative ownership interest of any Core Ameresco Company may pay dividends to such Core Ameresco Company; the relevant class), (b) the Borrower and each Subsidiary may make Restricted Junior Payments of the type referred to in clause (iv) of the definition thereof to the Borrower or one or more other Subsidiaries, subject only to the subordination provisions, if any, applicable thereto, (c) the Borrower may pay Convertible Note Repayment Obligations then due and payable so long as no Default or Event of Default has occurred and is continuing and (i) no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year thereby and (ii) warrants or other equity interests held the Borrower shall have delivered to the Administrative Agent a compliance certificate signed by Boston Capital for aggregate cash consideration not an Authorized Officer demonstrating pro forma compliance with the financial covenants in excess of $11,320,000 at any time from and Section 6.07 after giving effect to the Restatement Date; subject Restricted Junior Payment, (cd) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare repurchase, redeem or otherwise acquire or retire for value any Equity Interests of the Borrower or any of its Subsidiaries held by any current or former officer, director, consultant or employee of the Borrower or any of its Subsidiaries, or his or her estate, spouse, former spouse or family member (or pay principal or interest on any Indebtedness issued in connection with such repurchase, redemption or other acquisition) pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement, similar agreement or any other agreement pursuant to which such Equity Interests were acquired or benefit plan of any kind and pay the amount of withholding taxes owed by the recipient of such payment on account thereof, (e) the Borrower may make cash dividendspayments in the form of cash settlements with respect to the Spread Overlay Agreements in accordance with the terms thereof, provided and only to the extent required thereby, so long as the Borrower receives contemporaneously with or within ninety (90) days preceding such distribution aggregate cash payments in connection with such Spread Overlay Agreements of not less than the amount of such distribution, (f) as set forth on Schedule 6.04 hereof, (g) the Borrower may refinance any Junior Financing with the proceeds of the Permitted Refinancing thereof, (h) the Borrower may make payments or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or disposition of assets that complies, if applicable, with the provisions of this Agreement, (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under or Event of Default shall have occurred and be continuing, to the extent that such payment is not required to be used to make a mandatory prepayment pursuant to Section 9.1(a)(ii2.14(c), the Borrower or any Subsidiary may purchase, redeem or acquire its outstanding Equity Interests or any Indebtedness with the Net Equity Proceeds received from a substantially concurrent issuance of new Equity Interests, (j) any Credit Party may make any Restricted Junior Payment on account of the repurchase of Equity Interests deemed to occur upon exercise of stock options, warrants or similar rights or grant, vesting or lapse of restrictions on the grant of any other performance shares, restricted stock, restricted stock units or other equity awards to the extent that shares of such Equity Interests represent all or a portion of (i) the exercise or purchase price of such options, warrants or similar rights or other equity awards and (ii) the amount of withholding taxes owed by the recipient of such award in respect of such grant, exercise, vesting or lapse of restrictions covered by clause (i) and (k) so long as no Default or Event of Default shall have occurred and be continuing and no Event of Default or shall be caused thereby, the Credit Parties Borrower may make regularly scheduled payments other Restricted Junior Payments in an aggregate amount during the term of interest but no principal in respect this Agreement not to exceed the sum of Subordinated Indebtedness on (i) $25,000,000 plus (ii) if, both immediately before and after giving effect such payment, the dates and in Total Net Leverage Ratio is less than 3.50:1.00, the amounts set forth in the applicable Subordinated Debt DocumentsAvailable ECF Amount.

Restricted Junior Payments. The No Credit Parties will not declare Party shall, nor shall it permit any of its Subsidiaries or Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at any time; provided, however, except that (a) U.S. Borrower may make required payments of principal, regularly scheduled payments of interest, fees and any Subsidiary other amount due in respect of any Core Ameresco Company Second Lien Term Loans and U.S. Borrower may pay dividends to such Core Ameresco Companymake regularly scheduled payments of interest and fees due in respect of the Permitted Subordinated Debt; (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower Borrowers and U.S. Holdings may declare and pay cash dividends, provided that make Restricted Junior Payments to Holdings (i) in an aggregate amount not to exceed $1,000,000 in any Fiscal Year, to the extent necessary to permit Holdings to pay general administrative costs and expenses and (ii) to the extent necessary to permit Holdings to discharge the consolidated tax liabilities of Holdings and its Subsidiaries, in each case so long as Holdings applies the amount of any such Restricted Junior Payment for such purpose, (c) Borrowers and U.S. Holdings may pay, or make Restricted Junior Payments to Holdings to allow it to pay, management fees to Sponsor or its Affiliates not exceeding an aggregate amount per annum of $2,000,000 per Fiscal Year; provided that such payments shall be made only subordinated to the Obligations on terms satisfactory to Administrative Agent, and that upon the occurrence of a Default or an Event of Default and during the period commencing not earlier than 10 days after continuance thereof, no payment of any management fees or similar distributions to the Sponsor or any of its Affiliates shall be permitted under this Section 6.4(c), (d) Borrower and ending not later than 90 days after, the date of delivery U.S. Holdings may make Restricted Junior Payments consisting of the audited annual financial statements for cashless exercise of options and warrants of the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, Equity Interests of Holdings or any of its Subsidiaries and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (de) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default or shall be caused thereby, the Credit Parties may declare and pay dividends or make regularly scheduled payments other distributions to purchase or redeem Equity Interests of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documents.Holdings, AZ Chem Investments Partners LP or AZ Chem Luxembourg Finance 103

Restricted Junior Payments. The No Credit Parties will not declare Party shall, nor shall it permit any of its Subsidiaries through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at any time; provided, however, except that (a) any Subsidiary of any Core Ameresco Company Holdings may declare and pay dividends or make other distributions ratably to such Core Ameresco Company; its equity holders (provided that, other than in respect of Restricted Junior Payments made with amounts received directly or indirectly from South African Subsidiaries, no Credit Party or any of its Subsidiaries may declare and pay dividends pursuant to this Section 6.4(a) to any Person that is not a Credit Party), (b) any Subsidiary of Holdings may make Restricted Junior Payments to Holdings or to Tronox LLC to the extent necessary to permit Holdings or Tronox LLC (i) to pay general administrative costs and expenses, legal and accounting fees and other general corporate and overhead expenses incurred by Holdings or Tronox LLC in the ordinary course of business, (ii) pay franchise taxes and other Tax obligations or fees required in each case to maintain its corporate existence, (iii) pay Taxes which are due and payable by Holdings as part of a consolidated group or due to ownership of any interests in Subsidiaries that are not treated as corporations for applicable Tax purposes, in each case, to the extent such Taxes are attributable to Holdings and Subsidiaries of Holdings, (iv) pay auditing fees and expenses, (v) pay directors fees, expenses and indemnities owing to directors of Holdings and (vi) pay fees and expenses incurred in connection with an initial public offering; provided, however that other than due to applicable law or regulation prohibiting the payment by one or more Subsidiaries of their proportionate share of Holdings’ liabilities noted in this Section 6.4(b) (or if any such payment would render one or more Subsidiaries insolvent or reasonably likely to become insolvent), each Subsidiary of Holdings may not pay more than its proportionate share of Holdings’ liabilities noted in this Section 6.4(b)), (c) Holdings or any Subsidiary may make regularly scheduled payments of interest in respect of the Permitted Seller Notes, the Permitted Unsecured Indebtedness, unsecured Permitted Refinancing Indebtedness and Indebtedness permitted under Section 6.1(s) in accordance with the terms of, and only to the extent required by, the agreement governing such Indebtedness, (d) Holdings or any Subsidiary may make payments of principal and interest in respect of the extensions of credit made under the Revolving Credit Agreement and any Alternative Facility in accordance with the terms thereof, (e) so long as both before and immediately after giving effect to such Restricted Junior Payment, the Leverage Ratio for the most recently ended Fiscal Quarter or Fiscal Year for which financial statements are then available does not exceed 3.00:1.00 and no Default or Event of Default has occurred and is continuing and no Default or Event would result therefrom, Holdings may make Restricted Junior Payments in an amount not in excess of Default shall be caused therebythe Available Amount, (f) Holdings may pay dividends to the Borrower may redeem or purchase (i) the capital holders of common stock or Equity Rights of Holdings in any employee, officer or director of any Credit Party for aggregate cash consideration Fiscal Quarter in an amount not to exceed $1,000,000 0.25 per share for each such Fiscal Quarter (as such amount shall be appropriately adjusted for any stock splits, stock dividends, reverse stock splits, stock consolidations and similar transactions), (g) in any fiscal year Fiscal Year, Holdings may pay dividends to holders of its common stock in an amount not to exceed 6.0% of the net cash proceeds from any public offering of the common stock of Holdings during such Fiscal Year, (h) no earlier than 12 months following the Second Amendment Effective Date and so long as (i) no Event of Default has occurred and is continuing or would result therefrom and (ii) warrants both before and immediately after giving effect to such Restricted Junior Payment, the Leverage Ratio for the most recently ended Fiscal Quarter or other equity interests held by Boston Capital Fiscal Year for which financial statements are then available does not exceed 3.00:1.00, share repurchases and/or dividends to the shareholders of Holdings in an aggregate cash consideration amount during the term of this Agreement not to exceed $500,000,000, and (i) so long as no Event of Default has occurred and is continuing or would result therefrom, Holdings may make additional Restricted Junior Payments in an amount not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only 150,000,000 during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date term of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documentsthis Agreement.

Restricted Junior Payments. The Credit Parties will not declare Directly or indirectly through any manner or means nor shall it permit any of its Affiliates directly or indirectly through any manner or means, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at any time; provided, however, except that (a) any Subsidiary of any Core Ameresco Company the Borrower may declare and pay dividends or make other distributions ratably to such Core Ameresco Companythe Borrower or any Wholly-Owned Subsidiary Guarantor; (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) may refinance the capital stock or Equity Rights Indebtedness under the Second Lien Credit Agreement in accordance with the terms of any employeethe Intercreditor Agreement, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants may make regularly scheduled payments of interest in respect of any Indebtedness permitted by Section 6.01(c) or under the Second Lien Credit Agreement in accordance with the terms of, and only to the extent required by, the indenture governing such notes or the Second Lien Credit Agreement, as applicable, (iii) may prepay the Second Lien Term Loans with Declined Proceeds, as expressly allowed pursuant to Section 2.12(b) hereof, (iv) if the First Lien Leverage Ratio is less than 2.25:1.00, may repurchase, repay, redeem, defease or retire any other equity interests held by Boston Capital for outstanding Indebtedness permitted under Section 6.01(c) or (n) with the proceeds of the Incremental Term Loans, and (v) may repurchase, repay, redeem, defease or retire any outstanding Indebtedness permitted under Section 6.01(c) or (n) in; provided that the aggregate cash consideration amount not in excess of $11,320,000 at any time from and torepurchased, repaid redeemed, defeased or retired after the Restatement Effective Date in reliance on this clause (v) shall not exceed $25,000,000; in the aggregate; and (vi) within 180 days of the Restatement Effective Date; , may prepay the Second Lien Term Loans with the remaining proceeds of the Restatement Effective Date Term Loans after giving effect to the Restatement Effective Date Refinancing, (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare make Restricted Junior Payments to Holdings (i) in an aggregate amount not to exceed $2,000,000 in any Fiscal Year, to the extent necessary to permit Holdings to pay general administrative costs and pay cash dividendsexpenses incurred in the ordinary course of business, (ii) for so long as Holdings and its Subsidiaries are members of the same affiliated group of corporations within the meaning of Section 1504 of the Internal Revenue Code and the Treasury Regulations promulgated thereunder (and any similar provision of state or local income tax law) to the extent necessary to permit Holdings to discharge the consolidated tax liabilities of Holdings and its Subsidiaries as part of such an affiliated group of which Holdings is the common parent within the meaning of Section 1504 of the Internal Revenue Code, provided that (i) such payments Restricted Junior Payment shall not exceed the aggregate amount that would be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered payable by the Credit Parties pursuant Borrower and its Subsidiaries if they filed Tax returns on a stand-alone basis, in each case so long as Holdings applies the amount of any such Restricted Junior Payment for such purpose, (iii) in an aggregate amount not to Section 7.1 (a) hereofexceed $1,000,000 in any twelve-month period, together with provided that any unused amount may be carried forward to up to a maximum aggregate amount of $2,500,000 in any twelve-month period to permit Holdings to purchase common stock or common stock options of Holdings from present or former officers or employees of Holdings or any of its Subsidiaries upon the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereofdeath, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to disability or termination of employment of such paymentofficer or employee, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default or shall be caused thereby, the Credit Parties Borrower may make regularly scheduled Restricted Junior Payments, including payments to Holdings (and Holdings may distribute to its shareholders) (i) in an aggregate amount not to exceed $20,000,00023,000,000 and (ii) in additional amounts not to exceed the then Available Amount so long as the Leverage Ratio is less than or equal to 4.00:1.00 after giving effect thereto. For the avoidance of interest but no principal in respect doubt, any repurchase, repayment, redemption, defeasance or retirement of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt DocumentsSenior Notes shall not constitute a Restricted Junior Payment hereunder.

Restricted Junior Payments. The Credit Parties will not declare Directly or indirectly through any manner or means nor shall it permit any of its Affiliates directly or indirectly through any manner or means, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at any time; provided, however, except that (a) any Subsidiary of any Core Ameresco Company the Borrower may declare and pay dividends or make other distributions ratably to such Core Ameresco Companythe Borrower or any Wholly-Owned Subsidiary Guarantor; (b) so long as no Default the Borrower (i) may refinance the Senior Notes in accordance with Indebtedness incurred under Section 6.01(c), (ii) may make regularly scheduled payments of interest in respect of the Senior Notes and any Indebtedness permitted by Section 6.01(c) in accordance with the terms of, and only to the extent required by, the indenture governing such notes, and (iii) if the Leverage Ratio is less than or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused therebyequal to 3.65:1.00, the Borrower may redeem repurchase, repay, redeem, defease or purchase (iretire Senior Notes or any outstanding Indebtedness permitted under Section 6.01(c) with the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Datethen Available Amount; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare make Restricted Junior Payments to Holdings (i) in an aggregate amount not to exceed $2,000,000 in any Fiscal Year, to the extent necessary to permit Holdings to pay general administrative costs and pay cash dividendsexpenses incurred in the ordinary course of business, (ii) for so long as Holdings and its Subsidiaries are members of the same affiliated group of corporations within the meaning of Section 1504 of the Internal Revenue Code and the Treasury Regulations promulgated thereunder (and any similar provision of state or local income tax law) to the extent necessary to permit Holdings to discharge the consolidated tax liabilities of Holdings and its Subsidiaries as part of such an affiliated group of which Holdings is the common parent within the meaning of Section 1504 of the Internal Revenue Code, provided that (i) such payments Restricted Junior Payment shall not exceed the aggregate amount that would be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered payable by the Credit Parties pursuant Borrower and its Subsidiaries if they filed Tax returns on a stand-alone basis, in each case so long as Holdings applies the amount of any such Restricted Junior Payment for such purpose, (iii) in an aggregate amount not to Section 7.1 (a) hereofexceed $1,000,000 in any twelve-month period, together with provided that any unused amount may be carried forward to up to a maximum aggregate amount of $2,500,000 in any twelve-month period to permit Holdings to purchase common stock or common stock options of Holdings from present or former officers or employees of Holdings or any of its Subsidiaries upon the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereofdeath, disability or termination of employment of such officer or employee, and (iiiv) in an aggregate amount not to exceed $15,000,000, which Holdings may distribute to its shareholders or which the Credit Parties shall have delivered Borrower may use to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documentsother Restricted Junior Payments.

Restricted Junior Payments. The No Credit Parties will not declare Party shall, nor shall it permit any of its Subsidiaries through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at any time; provided, however, except that (a) any Subsidiary of any Core Ameresco Company Holdings may declare and pay dividends or make other distributions ratably to such Core Ameresco Company; its equity holders (provided that no Credit Party or any of its Subsidiaries may declare and pay dividends pursuant to this Section 6.4(a) to any Person that is not a Credit Party), (b) any Subsidiary of Holdings may make Restricted Junior Payments to Holdings or to Tronox LLC to the extent necessary to permit Holdings or Tronox LLC (i) to pay general administrative costs and expenses, legal and accounting fees and other general corporate and overhead expenses incurred by Holdings or Tronox LLC in the ordinary course of business, (ii) pay franchise taxes and other Tax obligations or fees required in each case to maintain its corporate existence, (iii) pay Taxes which are due and payable by Holdings as part of a consolidated group or due to ownership of any interests in Subsidiaries that are not treated as corporations for applicable Tax purposes, in each case, to the extent such Taxes are attributable to Holdings and Subsidiaries of Holdings, (iv) pay auditing fees and expenses, (v) pay directors fees, expenses and indemnities owing to directors of Holdings and (vi) pay fees and expenses incurred in connection with an initial public offering; provided however that other than due to applicable law or regulation prohibiting the payment by one or more Subsidiaries of their proportionate share of Holdings’ liabilities noted in this Section 6.4(b) (or if any such payment would render one or more Subsidiaries insolvent or reasonably likely to become insolvent), each Subsidiary of Holdings may not pay more than its proportionate share of Holdings’ liabilities noted in this Section 6.4(b)), (c) Holdings or any Subsidiary may make regularly scheduled payments of interest in respect of the Permitted Seller Notes and the Permitted Unsecured Notes in accordance with the terms of, and only to the extent required by, the agreement pursuant to which such Permitted Seller Note or Permitted Unsecured Note, as the case may be, was issued, (d) Holdings or any Subsidiary may make payments of principal and interest in respect of the extensions of credit made under the Revolving Credit Agreement and any Alternative Facility in accordance with the terms thereof, (e) US Holdings may make payments in connection with the repurchase of the Tronox Exchangeable Election Shares in an amount equal to the per share purchase price set forth in the Transaction Agreement (without giving effect to any amendments thereto that are prohibited hereunder) so long as no Event of Default is then continuing or would result therefrom, but in no event shall the Restricted Junior Payments made pursuant to this Section 6.4(e) exceed the difference between the Merger Consideration Amount and the actual Merger Consideration Payment, (f) (i) any Restricted Junior Payments made in connection with the Reorganization to Exxaro Sellers and their Affiliates or Holdings and its Subsidiaries that are referenced in the Transaction Summary and permitted under Section 6.15 but not to exceed the amounts set forth in the Transaction Summary in respect thereof and (ii) the non-Cash distributions in connection with the Acquisition to Exxaro Sellers and their Affiliates in accordance with the Transaction Agreement, (g) so long as both before and immediately after giving effect to such Restricted Junior Payment, the Leverage Ratio for the most recently ended Fiscal Quarter or Fiscal Year for which financial statements are then available does not exceed 2.25:1.00 and no Event of Default has occurred and is continuing or would result therefrom, Holdings may make Restricted Junior Payments in an amount not in excess of the Available Amount, (h) so long as (I) both before and immediately after giving effect to such Restricted Junior Payment, the Leverage Ratio for the most recently ended Fiscal Quarter or Fiscal Year for which financial statements are then available does not exceed 2.25:1.00, (II) no Default or Event of Default shall be caused thereby, the Borrower may redeem has occurred and is continuing or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year would result therefrom and (iiIII) warrants such Restricted Junior Payments are made on or other equity interests held by Boston Capital for aggregate cash consideration prior to the date that is 18 months after the Closing Date, dividends to the shareholders of Holdings may be made from the proceeds of Permitted Unsecured Notes in an amount not in excess of $11,320,000 at any time 350,000,000 (it being understood and agreed that up to $150,000,000 of such Restricted Junior Payments may be made from Cash and Cash Equivalents on the balance sheet of Holdings and its Subsidiaries in lieu of the proceeds of Permitted Unsecured Notes), (i) from and after the Restatement Acquisition Date; (c) , so long as no Default or Event of Default shall have occurred (I) both before and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that immediately after giving effect to such paymentRestricted Junior Payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof Leverage Ratio for the period of four fiscal quarters occurring immediately after such payment; and most recently ended Fiscal Quarter or Fiscal Year for which financial statements are then available does not exceed 2.25:1.00, (dII) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have has occurred and is continuing or would result therefrom and (III) such Restricted Junior Payments are made on or prior to the date that is 18 months after the Closing Date, dividends to the shareholders of Holdings may be continuing made solely from the proceeds of Permitted Unsecured Notes in an amount not in excess of $500,000,000 and (j) to the extent that both before and immediately after giving effect to such Restricted Junior Payment, Holdings is in compliance with Section 6.7 hereof and no Event of Default shall be caused therebyhas occurred and is continuing or would result therefrom, the Credit Parties Holdings may make regularly scheduled payments additional Restricted Junior Payments in an amount not in excess of interest but no principal in respect $150,000,000 during the term of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documentsthis Agreement.

Restricted Junior Payments. The No Credit Parties will not declare Party shall, nor shall it permit any of its Subsidiaries or Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at any time; providedPayment, however, that except (a) any Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Company; (b) so long as no Default or Event of Default has shall have occurred and is be continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem make regularly scheduled payments of interest in respect of Senior Unsecured Indebtedness in accordance with the terms of, and only to the extent required by, the indenture or purchase other agreement pursuant to which any such Indebtedness was issued, (b) Borrower may make cash payments in connection with conversions of any convertible Indebtedness issued as permitted by Section 6.1(n) so long as (i) the capital stock no Default or Equity Rights Event of any employee, officer Default shall have occurred and be continuing or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year shall be caused thereby and (ii) warrants or other equity interests held Borrower shall have delivered to the Administrative Agent a compliance certificate signed by Boston Capital for aggregate cash consideration an Authorized Officer demonstrating compliance with the financial covenants hereunder and a Minimum Liquidity of not less than $100,000,000, in excess each case, after giving effect to the subject Restricted Junior Payment and reaffirming that the representations and warranties made hereunder are true and complete in all material respects as of $11,320,000 at any time from and after the Restatement Date; such date, (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare make regularly scheduled payments of interest in respect of any Subordinated Indebtedness permitted hereby in accordance with the terms of, and pay cash dividendsonly to the extent required by, provided that (i) such payments shall be made only during and subject to the period commencing not earlier than 10 days after and ending not later than 90 days aftersubordination provisions contained in, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties indenture or other agreement pursuant to Section 7.1 (a) hereofwhich such Subordinated Indebtedness was issued, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default or shall be caused thereby, Borrower may repurchase, redeem or otherwise acquire or retire for value any Equity Interests of Borrower or any of its Subsidiaries held by any current or former officer, director, consultant or employee of Borrower or any of its Subsidiaries, or his or her estate, spouse, former spouse, or family member (or pay principal or interest on any Indebtedness issued in connection with such repurchase, redemption or other acquisition) pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement or benefit plan of any kind, (e) Borrower and its Subsidiaries may repurchase Equity Interests which repurchase is deemed to occur upon any “cashless” exercise of stock options, warrants or other convertible securities, (f) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, Borrower and its Subsidiaries may perform their obligations to support the Credit Parties may make regularly scheduled payments price per share of interest but no principal Borrower common stock in respect of Subordinated price protection agreements entered into with sellers under Prior Acquisitions and Permitted Acquisitions, (g) Borrower may make payments pursuant to the terms of Indebtedness incurred in connection with the settlement of Adverse Proceedings listed on Schedule 4.11, (h) Equity Interests surrendered to Borrower or its Subsidiaries in connection with any indemnification or withholding obligation, and (i) the dates and Borrower may make cash payments in the amounts set forth form of cash settlements with respect to the Spread Overlay Agreements in accordance with the applicable Subordinated Debt Documentsterms thereof, and only to the extent required thereby, so long as the Borrower receives contemporaneously with or within ninety days preceding such distribution aggregate cash payments in connection with such Spread Overlay Agreements of not less than the amount of such distribution.

Restricted Junior Payments. The Credit Parties will Company shall not, and shall not declare permit any of its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; providedprovided that, howeverCompany may, that (a) any Subsidiary of any Core Ameresco Company may pay dividends make Restricted Junior Payments to such Core Ameresco Company; (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase Holdings (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for in an aggregate cash consideration amount not to exceed $1,000,000 500,000 in any fiscal year Fiscal Year, to the extent necessary to permit Holdings to pay general administrative costs and expenses, (ii) warrants or other equity interests held by Boston Capital to the extent necessary to permit Holdings to discharge the consolidated tax liabilities of Holdings and its Subsidiaries, in each case so long as (a) Holdings applies the amount of any such Restricted Junior Payment for aggregate cash consideration such purpose and (b) the amount of such Restricted Junior Payment does not in excess exceed the amount of $11,320,000 at any time from the consolidated tax liabilities of Holdings that are attributable to the Company and after the Restatement Date; Company’s Subsidiaries, and (ciii) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare and pay cash dividendsin order for Holdings to repurchase or redeem outstanding shares of Capital Stock (or options to purchase Capital Stock) of Holdings owned by current or former employees, officers, or directors of Holdings or any of its Subsidiaries pursuant to any management equity subscription agreement, stock option agreement or similar equity agreement, shareholders agreement or benefit plan, provided that the aggregate amount of all Restricted Junior Payments paid pursuant to this subclause (iiii) in any Fiscal Year shall not exceed $50,000 plus the amount of any net cash proceeds received by Holdings in such payments shall be made only during Fiscal Year from the period commencing sale of Capital Stock of Holdings to any and all such employees, officers or directors that do not earlier than 10 days after and ending not later than 90 days afterconstitute an Excluded Issuance(it being understood, the date of delivery of the audited annual financial statements for the previous fiscal year required however, that unused amounts permitted to be delivered by the Credit Parties paid pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required this proviso are Holdings available to be delivered pursuant carried over to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documentssubsequent Fiscal Years).

Restricted Junior Payments. The Credit Parties will Holdings and Company shall not, and shall not declare permit any of their Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; provided, however, provided that (ai) any Subsidiary Holdings and its Subsidiaries may make regularly scheduled payments of interest in respect of any Core Ameresco Company Subordinated Indebtedness in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the indenture or other agreement pursuant to which such Subordinated Indebtedness was issued, as such indenture or other agreement may pay dividends be amended from time to such Core Ameresco Company; time, (bii) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Potential Event of Default shall have occurred and be continuing or would result therefrom, Holdings may make, and no Default Company may make Restricted Junior Payments to Holdings sufficient to fund, any redemption or Event repurchase of Default Capital Stock that is required pursuant to the terms of any “qualified stock bonus plan” under Section 401(a) of the Internal Revenue Code that complies in all material respects with the applicable provisions of Section 404, 409 and 415 of the Internal Revenue Code shall be caused thereby, the Borrower may declare and pay cash dividends, permitted; provided that such repurchases shall not exceed $2,000,000 in any Fiscal Year, (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (diii) so long as no Event of Default under Section 9.1(a)(ii) or Potential Event of Default shall have occurred and be continuing or would result therefrom, Holdings and its Subsidiaries make any payment or prepayment of principal of, premium, if any, or interest on, or redeem, purchase, retire, defease (including in-substance or legal defeasance), create a sinking fund or make a similar payment with respect to, Subordinated Indebtedness of Company with the proceeds of any refinancing Indebtedness of Company permitted by subsection 7.1 so long as such refinancing Indebtedness is Subordinated Indebtedness of Company and subordinated to at least the same extent as debt refinanced, (iv) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, Holdings and Company may make other Restricted Junior Payments after the Closing Date equal to (x) $12,500,000 plus (y) the Specified Equity Amount and (v) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or be caused thereby, the Credit Parties Holdings and Company may make regularly scheduled additional Restricted Junior Payments to any Person (including, without limitation, any Vector Entity or any of its Affiliates) after the Closing Date in an aggregate amount, when taken together with payments of made pursuant to subsection 7.8(viii), not to exceed $12,000,000 plus interest but no principal accruing thereon from and after the Closing Date at the applicable federal rate; provided, that all such Restricted Junior Payments made pursuant to this subsection 7.4(v) shall have been funded with amounts deposited in respect of Subordinated Indebtedness a segregated account on the dates and in the amounts set forth in the applicable Subordinated Debt DocumentsClosing Date.

Restricted Junior Payments. The Credit Parties will Company shall not, and shall not declare permit any of its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at Payment; provided that Company may (i) make regularly scheduled payments of interest in respect of any time; providedSubordinated Indebtedness in accordance with the terms of, howeverand only to the extent required by, that and subject to the subordination provisions contained in, the indenture or other agreement pursuant to which such Subordinated Indebtedness was issued, as such indenture or other agreement may be amended from time to time to the extent permitted under subsection 7.11A, (ii) (a) any Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Company; (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Potential Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, excluding the Borrower may declare and repurchases of Equity Interests described in clause (b) of this subsection 7.5, pay cash dividendsdividends on, provided that (i) such payments shall be made only during repurchase or redeem its Equity Interests in an amount not to exceed the period commencing not earlier than 10 days after and ending not later than 90 days after, the date amount of delivery of the audited annual financial statements Consolidated Excess Cash Flow for the previous fiscal year immediately preceding Fiscal Year not otherwise required to be delivered by the Credit Parties applied as a mandatory prepayment pursuant to Section 7.1 (a) hereof, together with subsection 2.4B(iii)(d); provided that the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) Consolidated Leverage Ratio as of the Credit Parties shall have delivered to last day of the Agent evidence that after giving effect to Fiscal Quarter immediately preceding such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; repurchase or redemption is less than 3.25:1.00 and (db) so long as no Event of Default under Section 9.1(a)(ii) or Potential Event of Default shall have occurred and be continuing or would result therefrom, repurchase its Equity Interests owned by directors, officers and no Event employees of Default shall be caused therebyCompany or its Subsidiaries or make payments to directors, officers and employees of Company or its Subsidiaries upon termination of employment in connection with the Credit Parties may make regularly scheduled exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to management or other incentive plans or in connection with the death or disability of such directors, officers and employees in an aggregate amount, together with principal payments of interest but no principal on Indebtedness permitted pursuant subsection 7.1(ix), not to exceed $1,000,000 in respect of any Fiscal Year and (iii) repay Subordinated Indebtedness on (including the dates and in Senior Subordinated Notes) with the amounts set forth in proceeds of other Subordinated Indebtedness permitted to be incurred pursuant to subsection 7.1(vi) or with the applicable Subordinated Debt Documentsproceeds of Equity Interests of Company.

Restricted Junior Payments. The Credit Parties will not, and will not permit any Subsidiary to, declare or make any Restricted Junior Payment at any time; provided, however, that that: (a) any Credit Party that is a Subsidiary of any Core Ameresco Company another Credit Party may pay dividends to such Core Ameresco CompanyCredit Party; (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower any Subsidiary may redeem or purchase (i) the pay dividends to Persons that own capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess such Subsidiary, ratably according to their respective holdings of $11,320,000 at any time from and after the Restatement Datetype of capital stock or other equity interest in respect of which such dividend is being made; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused therebywould result therefrom, the Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant may pay Permitted Pre-IPO Dividends prior to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, consummation of a Qualified IPO and (ii) the Credit Parties shall have delivered to may pay Permitted Post-IPO Dividends following the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period consummation of four fiscal quarters occurring immediately after such paymenta Qualified IPO; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have has occurred and be is continuing and no Event of Default shall be caused therebyor would result therefrom, the Credit Parties may make regularly scheduled payments Restricted Junior Payments in order to permit the Borrower to purchase capital stock or other equity interests of interest the Borrower from (x) present or former directors, officers or employees (or their transferees, estates or beneficiaries under their estates) upon the death, disability, resignation or termination of such director, officer or employee, in an aggregate amount for all such Restricted Junior Payments made in reliance on this clause (d)(x) not to exceed (i) $5,000,000, for the period from the Closing Date up to (but no principal excluding) the first anniversary of the Closing Date, and (ii) $1,000,000, per year thereafter or (y) its equityholders, including the Lenders and their Controlled Investment Affiliates, in respect an aggregate amount for all such Restricted Junior Payments made in reliance on this clause (d)(y) not to exceed (i) $15,000,000, for the period from the Closing Date up to (but excluding) the first anniversary of Subordinated Indebtedness on the dates Closing Date and (ii) $1,000,000 per year thereafter; and (e) the Credit Parties may make Restricted Junior Payments (in the amounts set forth addition to any Permitted Dividends) to Xxxxxx in the applicable Subordinated Debt Documentsan amount not to exceed $400,000 per fiscal year for services rendered.

Restricted Junior Payments. The Credit Parties will Company shall not, and shall not declare permit any of its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; providedPROVIDED that (i) on or after August 1, however1999, that Company may repurchase certain Subordinated Notes so long as (a) any Subsidiary such Subordinated Notes are repurchased only with proceeds of any Core Ameresco Company may pay dividends to such Core Ameresco Company; the Melbourne Asset Sale constituting all or a portion of the Initial Retained Amount, (b) so long as Company shall have made the regularly scheduled interest payment due on August 1, 1999 in respect of the Subordinated Notes (subject to clause (ii) hereof), and (c) no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Potential Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and ; (ii) Company may make regularly scheduled payments of interest in respect of the Credit Parties shall have delivered Subordinated Indebtedness in accordance with the terms of, and only to the Agent evidence that after giving effect extent required by, and subject to such paymentthe subordination provisions contained in, the Credit Parties shall indenture or other agreement pursuant to which such Subordinated Indebtedness was issued, as such indenture or other agreement may be in projected pro-forma compliance with amended from time to time to the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such paymentextent permitted under subsection 7.15B; and (diii) so long as no Event of Default under Section 9.1(a)(ii) or Potential Event of Default shall have occurred and be continuing and no Event of Default or shall be caused thereby, the Credit Parties Company may make regularly scheduled payments Restricted Junior Payments to repurchase shares of interest but no principal Company Common Stock (or options or warrants to acquire Company Common Stock) from Management Investors in respect accordance with the terms of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt DocumentsStockholders Agreement."

Restricted Junior Payments. The Credit Parties will Holdings and Company shall not, and shall not declare permit any of their Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; provided, however, provided that (ai) any Subsidiary Holdings and its Subsidiaries may make regularly scheduled payments of interest in respect of any Core Ameresco Company Subordinated Indebtedness in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the indenture or other agreement pursuant to which such Subordinated Indebtedness was issued, as such indenture or other agreement may pay dividends be amended from time to such Core Ameresco Company; time to the extent permitted under subsection 7.10B, (bii) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Potential Event of Default shall have occurred and be continuing or would result therefrom, Holdings may make, and no Default Company may make Restricted Junior Payments to Holdings sufficient to fund, any redemption or Event repurchase of Default Capital Stock that is required pursuant to the terms of any “qualified stock bonus plan” under Section 401(a) of the Internal Revenue Code that complies in all material respects with the applicable provisions of Section 404, 409 and 415 of the Internal Revenue Code shall be caused thereby, the Borrower may declare and pay cash dividends, permitted; provided that such repurchases shall not exceed $2,000,000 in any Fiscal Year, (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (diii) so long as no Event of Default under Section 9.1(a)(ii) or Potential Event of Default shall have occurred and be continuing or would result therefrom, Holdings and its Subsidiaries make any payment or prepayment of principal of, premium, if any, or interest on, or redeem, purchase, retire, defease (including in-substance or legal defeasance), create a sinking fund or make a similar payment with respect to, Subordinated Indebtedness of Company with the proceeds of any refinancing Indebtedness of Company permitted by subsection 7.1 so long as such refinancing Indebtedness is Subordinated Indebtedness of Company and subordinated to at least the same extent as debt refinanced, (iv) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, Holdings and Company may make other Restricted Junior Payments after the Closing Date equal to (x) $10,000,000 plus (y) the Specified Equity Amount and (v) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or be caused thereby, the Credit Parties Holdings and Company may make regularly scheduled additional Restricted Junior Payments to any Person (including, without limitation, any Vector Entity or any of its Affiliates) after the Closing Date in an aggregate amount, when taken together with payments of made pursuant to subsection 7.8(viii), not to exceed $12,000,000 plus interest but no principal accruing thereon from and after the Closing Date at the applicable federal rate; provided, that all such Restricted Junior Payments made pursuant to this subsection 7.4(v) shall have been funded with amounts deposited in respect of Subordinated Indebtedness a segregated account on the dates and in the amounts set forth in the applicable Subordinated Debt DocumentsClosing Date.

Restricted Junior Payments. The Credit Parties Neither the Borrower nor any Restricted Subsidiary will not declare or pay or make, or agree to declare or pay or make, directly or indirectly, any Restricted Junior Payment, or incur any obligation (contingent or otherwise) to do so, except that (a) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its capital stock, partnership or membership interests or other similar Equity Interests, and declare and make other Restricted Junior Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), or make payments on Indebtedness to the extent authorized by the Approved Budget, (b) Holdings may make payments to BEN under the Shared Services Agreement so long as such payments are (i) consistent with prior business practices, except made on a monthly basis rather than quarterly, (ii) made in the ordinary course of business and (ii) in accordance with the Approved Budget and (c) the Borrower and the Restricted Subsidiaries may repay Indebtedness (i) permitted under Sections 6.1(b) and (g) in connection with the DLP VII Transaction and as contemplated under Section 5.17 and Exhibit I, (ii) permitted under Section 6.1(h) in a manner that is (x) in the ordinary course of business, (y) in accordance with the Cash Management Order and (z) in accordance with the Approved Budget, (iii) under the DLP IV Credit Agreement pursuant to Sections 4.1(b) (but not in respect of sales of more than 5% of the portfolio of life settlement policies held by DLP IV as of the Closing Date unless the Net Proceeds of such sale would be sufficient to repay in full all Obligations under this Agreement) and 5.2 of the DLP IV Credit Agreement and (iv) under the DLP VI Credit Agreement pursuant to Section 2.4(b) of the DLP VI Credit Agreement. Notwithstanding anything to the contrary contained in this Agreement, any other Credit Document or any motion with the Bankruptcy Court, without a court order, neither the Borrower nor any Restricted Subsidiary will make any Restricted Junior Payment at to any time; provided, however, that Person except as expressly permitted under clauses (a) any Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Company; and (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documentsabove.

Restricted Junior Payments. The No Credit Parties will not declare Party shall, nor shall it permit any of its Subsidiaries through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment except that Credit Parties and their Subsidiaries may (i) make Restricted Junior Payments to Parent Entity to the extent necessary to permit Parent Entity to pay general administrative and corporate costs and expenses (and to consummate transactions by Parent Entity otherwise permitted herein); provided that, prior to the occurrence of an IPO, such Restricted Junior Payments made under this clause (i) shall not exceed an aggregate amount of $2,500,000 in any Fiscal Year; (ii) make Restricted Junior Payments to Parent Entity to the extent necessary to permit Parent Entity to discharge the consolidated tax liabilities of Parent Entity and its Subsidiaries; (iii) prior to the consummation of the Reorganization Transactions, make Tax Distributions by Borrower or Holdings to the holders of their Capital Stock; (iv) so long as (A) the Credit Parties shall have collectively received at least $50,000,000 of net proceeds from an IPO, (B) no Default shall have occurred and be continuing or shall be caused thereby, and (C) at any time; providedtime after the date on which financial statements with respect to the period ending December 31, however2010 are available under Section 5.1, Parent Entity shall be in pro forma compliance with each of the covenants set forth in Sections 6.8(a) and (b) as of the last day of the most recently ended Fiscal Quarter for which financial statements are available under Section 5.1 (solely to the extent that such Fiscal Quarter was not an Exempt Fiscal Quarter) after giving effect thereto, make Restricted Junior Payments to Public Parent such that Public Parent may make (aand Public Parent shall be permitted to make) any Subsidiary of any Core Ameresco Company may pay dividends payments to the applicable parties to the TRA in the amounts required to be made by it on an annual basis, pursuant to the TRA (such Core Ameresco Companyannual amounts not to be increased in the event that an “Early Termination Payment” (as defined in the TRA) is due); (bv) redeem or purchase any Capital Stock of Parent Entity and its Subsidiaries in exchange for, or out of the proceeds of the issuance and sale of, Capital Stock; (vi) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, repurchase Capital Stock of Parent Entity and its Subsidiaries deemed to occur upon the Borrower may declare and exercise of stock options if the Capital Stock represents the exercise price thereof; (vii) pay cash dividendsdividends in the form of common Capital Stock; (viii) redeem Subordinated Indebtedness of any Credit Party or any of its Subsidiaries in exchange for, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery or out of the audited annual financial statements for proceeds of the previous fiscal year required incurrence of, Subordinated Indebtedness permitted to be delivered by the Credit Parties pursuant to incurred under Section 7.1 6.1 or in exchange for Capital Stock; (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (dix) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default or shall be caused thereby, redeem Capital Stock of Parent Entity held by employees, officers and directors upon termination of their employment (including by death or incapacity) in an amount not to exceed $1,000,000 in any Fiscal Year; (x) subject to Section 6.20, make Restricted Junior Payments in connection with the consummation of the Reorganization Transactions; (xi) make dividends and distributions to any JV Investor, provided that (1) the percentage of the amount of any such dividend or distribution paid to a JV Investor shall not be more than the aggregate pro rata percentage ownership of such JV Investor in the applicable Joint Venture and (2) each Credit Party and/or Subsidiary of any Credit Party that has an ownership interest in such Joint Venture shall receive no less than the percentage of the amount of such dividend or distribution than its aggregate pro rata percentage ownership of such Joint Venture; (xii) make scheduled payments of principal, and interest payments with respect to Subordinated Indebtedness in accordance with the subordination provisions applicable to such Subordinated Indebtedness; and (xiii) voluntarily repurchase or redeem Senior Unsecured Notes using solely proceeds from an IPO and/or from any other sales of, or capital contributions made with respect to, Capital Stock of Parent Entity in exchange for Cash proceeds, and in the case of clauses (i), (ii), (v), (vi) and (ix) above, so long as the applicable Credit Party applies the amount of any such Restricted Junior Payment for such purpose. The payment of any management or similar fee to Sponsors or the Equity Investors shall be permitted under this Section 6.5 to the extent such payment is also permitted under Section 6.12. Notwithstanding the foregoing, the Credit Parties may shall not make regularly scheduled any Restricted Junior Payments with respect to the Earnout Amounts and the Seller Notes unless the making of such payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in is permitted by the applicable Subordinated Debt Documentssubordination provisions governing such Earnout Amounts or Seller Notes, as applicable.

Restricted Junior Payments. The Credit Parties will not declare No Borrower shall nor shall any Borrower permit any of its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; provided, however, PROVIDED that (ai) any Subsidiary of any Core Ameresco Company may pay dividends make payments of regularly scheduled interest in respect of the Senior Subordinated Notes, in accordance with the terms of and to such Core Ameresco Companythe extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture; (bii) Company may make repurchases of Senior Subordinated Notes in an aggregate amount not to exceed $25,000,000 (including principal, interest, premiums, fees and other expenses) so long as (x) no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Potential Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, thereby and (iiy) the Credit Parties shall have delivered to the Agent evidence that Consolidated Leverage Ratio, after giving PRO FORMA effect to such paymentrepurchases and any Indebtedness incurred in connection therewith, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the immediately preceding four consecutive Fiscal Quarter period prior to such date of four fiscal quarters occurring immediately after such paymentdetermination does not exceed 3.00:1.00; and (diii) so long as (x) no Event of Default under Section 9.1(a)(ii) or Potential Event of Default shall have occurred and be continuing and no Event of Default or shall be caused therebythereby and (y) the Consolidated Leverage Ratio for the immediately preceding four consecutive Fiscal Quarter period prior to such date of determination does not exceed 3.00:1.00, the Credit Parties Company may make regularly scheduled payments of interest but no principal Restricted Junior Payments to Holdings (X) in respect of Subordinated Indebtedness on the dates and an aggregate amount not to exceed $500,000 in any Fiscal Year (PROVIDED that, in the amounts set forth event Company changes its Fiscal Year-end from September 30 to December 31, then for such fifteen-month Fiscal Year such aggregate amount shall not exceed $625,000) in order to permit Holdings to pay general administrative costs and expenses, (Y) in an aggregate amount not to exceed in the applicable Subordinated Debt Documentsaggregate $1,000,000 in any Fiscal Year (PROVIDED that, in the event Company changes its Fiscal Year-end from September 30 to December 31, then for such fifteen-month Fiscal Year such aggregate amount shall not exceed $1,250,000; PROVIDED FURTHER that the unused portion of such $1,000,000 (or $1,250,000 for such fifteen-month Fiscal Year) may be carried forward to the succeeding Fiscal Year, but only to an aggregate amount not to exceed $2,000,000 of such Restricted Junior Payments for any given Fiscal Year (or $2,500,000 for such fifteen-month Fiscal Year)) or $5,000,000 during the term of this Agreement PLUS the net cash proceeds of any issuance of Holdings Common Stock to Management Investors and other officers and employees of Company and its Subsidiaries in accordance with the terms of the Stockholders Agreement and the Management Investment Incentive Plan, which net cash proceeds have been contributed to Company, and (Z) in an amount necessary to permit Holdings to discharge the consolidated tax liabilities of Holdings, Company and Company's Subsidiaries, in each case so long as Holdings applies the amount of any such Restricted Junior Payment for such purpose."

Restricted Junior Payments. The Credit Parties will not declare Directly or indirectly declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any time; providedPayment, howeverexcept that, that (a) any Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Company; (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom (other than in the case of Restricted Junior Payments made pursuant to clauses (B)(iv) and no Default or Event of Default shall be caused thereby(B)(vi) below, the Borrower which may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing whether or not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no a Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be is continuing and no Event or would result therefrom), a Loan Party (other than CC except in the case of Default clause (vii) below) may make Restricted Junior Payments (A) to effect the Senior Note Prepayment so long as (i) immediately after giving effect to the Senior Note Prepayment, there shall be caused therebyUnused Availability equal to the sum of (w) $10,000,000 plus (x) the tax expense of CC and its Subsidiaries related to any non-recurring gain arising from such Senior Note Prepayment plus (y) accrued and unpaid interest (other than interest payable in kind) on the Senior Notes and Senior PIK Notes, (ii) the Credit Parties may total cost of such Senior Note Prepayment, including such tax expenses and all other costs and expenses paid or incurred in connection with such Senior Note Prepayment shall not exceed $16,500,000, and (iii) the Senior Note Prepayment shall comply with all applicable laws and the terms of all agreements (including the Senior Notes Indenture and Senior Debentures Indenture) to which CC or any of its Subsidiaries is a party or by which any of them is bound; and (B) with respect to its common stock to the extent necessary (i) to permit Borrowers to pay the Obligations; (ii) to permit COI to make regularly scheduled payments (but not prepayments) of interest in cash then due under and pursuant to the Senior Notes; (iii) to permit CC to make scheduled payments (but not prepayments) of interest in cash then due under and pursuant to the Senior PIK Notes; (iv) to permit CC to make payments in cash directly related to compliance by it with laws and regulations applicable to it by virtue of its status as a publicly-held corporation; (v) to permit CC and/or COI to make optional prepayments or purchases of the Senior Notes and/or Senior PIK Notes, and related payments of interest and reasonable fees, costs and expenses related thereto, but no principal only to the extent of and directly out of the proceeds of the concurrent consummation of an issuance by CC for cash of its common stock, or options, warrants or rights with respect to its common stock; (vi) to permit CC and COI to make payments in cash in respect of Subordinated Indebtedness on the dates Corporate Overhead; (vii) to permit CC to pay dividends in respect of (but not to effect any redemption or purchase of) its outstanding shares of Series F preferred stock, in an amount not in excess of $25,000 in any Fiscal Year; and (viii) to permit any Borrower to pay expenses incurred in the amounts set forth in the applicable Subordinated Debt Documentsordinary course of business.

Restricted Junior Payments. The Credit Parties will Parent and Borrower shall not, and shall not declare permit any of their respective Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; provided, however, provided that (ai) any Subsidiary Borrower and Parent, as the case may be, may make Restricted Junior Payments (x) on the Closing Date, (1) to consummate the Refinancing and the Merger and (2) to pay an advisory fee to JPMorgan Partners in an aggregate amount not to exceed $5,000,000 and (y) on or before November 16, 2002, to consummate the Existing Preferred Stock Purchase, (ii) (x) Borrower may make regularly scheduled payments of interest in respect of any Core Ameresco Company Senior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture, as such indenture may pay dividends be amended from time to time to the extent permitted under subsection 7.12B, (y) Parent may make regularly scheduled payments of interest in kind in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such Core Ameresco Company; agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (bz) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date and, so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Potential Event of Default shall have occurred and be continuing and no Default on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default shall be caused therebyor Potential Event of Default result from the making of such Restricted Junior Payment, (1) Parent may make regularly scheduled payments of interest in cash in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B and (2) Borrower may declare and pay cash dividendsmake Restricted Junior Payments to Parent in an amount necessary to permit Parent to make Restricted Junior Payments in accordance with the immediately preceding clause (z)(1), provided that so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iiii) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required Borrower may make Restricted Junior Payments to be delivered by the Credit Parties pursuant to Section 7.1 Parent (a) hereofin an aggregate amount not to exceed $500,000 in any Fiscal Year, together to the extent necessary to permit Parent to pay its overhead expenses and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities of Parent and its Subsidiaries paid in cash, in each case so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereofdefinition of Additional Costs, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (dv) so long as (A) no Event of Default under Section 9.1(a)(ii) or Potential Event of Default shall have occurred and be continuing and no on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (B) after giving effect to the making of such Restricted Junior Payment Borrower shall be caused therebyin pro forma compliance with each of the covenants contained in subsection 7.6 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Junior Payment for which the relevant financial information has been delivered pursuant to clauses (ii) and (iii) of subsection 6.1, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent (including a calculation of the Credit Parties compliance with the covenants contained in subsection 7.6) certifying as to the accuracy of the foregoing clauses (A) and (B) above, (1) Borrower may make regularly scheduled payments Restricted Junior Payments to Parent to the extent necessary to permit Parent to purchase, redeem, acquire or otherwise retire for value shares of interest Capital Stock of Parent held by directors, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issued, in an aggregate amount not to exceed $2,500,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but no principal not made) pursuant to this subsection 7.5(v)(1) in respect prior Fiscal Years, with up to a maximum amount of Subordinated Indebtedness on $7,000,000 over the dates term of this Agreement and (2) Borrower may make Restricted Junior Payments in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the amounts set forth aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(2) in prior Fiscal Years, with up to a maximum amount of $5,000,000 during the applicable Subordinated Debt Documentsterm of this Agreement.

Restricted Junior Payments. The Credit Parties will Parent shall not, and shall not declare permit Borrower or any of its other Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment Payment; provided that (i) Borrower may make Restricted Junior Payments to make cash interest payments to the holders of the Senior Guaranteed Notes, in accordance with the terms of, and only to the extent required by, the Senior Guaranteed Note Documents, (ii) if proceeds of the PIDA Loan are actually received by Borrower, Borrower may at any time; providedtime on or prior to June 30, however, that 1997 consummate the Preferred Stock Redemption for an aggregate amount not to exceed the lesser of (ax) any Subsidiary $1,225,000 and (y) the gross proceeds of the PIDA Loan plus $225,000 less the face amount of any Core Ameresco Company may pay dividends to such Core Ameresco Company; Letter of Credit supporting the PIDA Loan, (biii) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Potential Event of Default shall have occurred and be continuing and no or shall be caused thereby, Borrower may make Restricted Junior Payments to Parent to enable Parent to make Restricted Junior Payments to First Atlantic Capital, Ltd. pursuant to the terms of the Management Consulting Agreement in effect on the Closing Date in an aggregate amount not to exceed $600,000 plus reasonable out of pocket expenses in any Fiscal Year, provided that notwithstanding any Event of Default or Potential Event of Default, fees otherwise payable under the Management Consulting Agreement may accrue but shall not be payable until such time as such Potential Event of Default or Event of Default is cured or is waived, at which time all such accrued fees shall be payable, and (iv) so long as no Event of Default or Potential Event of Default has occurred and is continuing or shall be caused thereby, the Borrower may declare and pay cash dividends, make Restricted Junior Payments to Parent to enable Parent to repurchase equity investments of management investors pursuant to the Stockholders Agreement; provided that the amount of Restricted Junior Payments pursuant to this clause (iiv) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days afterexceed, the date in any Fiscal Year, an amount equal to that portion of delivery of the audited annual financial statements Consolidated Excess Cash Flow for the previous fiscal year immediately preceding Fiscal Year not required to be delivered by the Credit Parties prepay Loans pursuant to Section 7.1 (asubsection 2.4B(iii)(f) hereofso long as, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that immediately after giving effect to any such paymentRestricted Junior Payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default Borrower shall have occurred and be continuing and no Event not less than $5,000,000 of Default shall be caused thereby, availability under the Credit Parties may make regularly scheduled payments Revolving Loan Commitments (giving effect to the Borrowing Base as of interest but no principal in respect the date of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documentsdetermination).

Restricted Junior Payments. The No Credit Parties Party will not declare or make any Restricted Junior Payment at any time; provided, however, that (a) any Subsidiary for so long as Holdings I is an S Corporation or a substantially similar pass-through entity for federal income tax purposes and a QSSS Election is in effect for Intermediate Holdings (prior to the Intercompany Merger) and the Borrower, the Borrower may declare and make dividend payments to Intermediate Holdings (or after the merger of any Core Ameresco Company may pay dividends Intermediate Holdings with and into the Borrower in accordance with Section 7.4(g), to such Core Ameresco CompanyHoldings I) in an amount (together with loans made pursuant to Section 7.5(a)(x)(1)) not in excess of the Permitted Holdings Tax Distributions and the Permitted Shareholder Tax Distributions; (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare and pay cash dividends, provided that (i) such make scheduled payments shall be made only during of interest on the period commencing not earlier than 10 days after and ending not later than 90 days after, Senior Subordinated Notes to the date of delivery of the audited annual financial statements for the previous fiscal year extent required to be delivered by the Credit Parties paid in cash pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate Senior Subordinated Note Indenture and any liquidated damages required to be delivered pursuant to Section 7.1(c) hereof, and paid in connection with any registration rights agreement related thereto; (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (dc) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, at any time the Total Leverage Ratio is less than 4.5 to 1 as of the end of any fiscal year with respect thereto, as shown in the financial statements required to be delivered pursuant to Section 6.1(a) and Compliance Certificate required to be delivered in respect of such fiscal year pursuant to Section 6.1(c), the Borrower may declare and make dividend payments (together with loans made pursuant to Section 7.5(a)(x)(2)) to Intermediate Holdings (or after the merger of Intermediate Holdings with and into the Borrower in accordance with Section 7.4(g), to Holdings I or any other Holding Company, as applicable) to the extent of Excess Cash Flow for such fiscal year, provided that the aggregate amount paid pursuant to this clause (c) after the date hereof (together with the aggregate amount of loans made pursuant to Section 7.5(a)(x)(2) after the date hereof) shall not exceed $5,000,000, (d) so long as no Default shall have occurred or be continuing or shall be caused thereby the Borrower may declare and make Restricted Junior Payments to any Holding Company to pay corporate administrative expenses, provided that the amount of cash distributions made pursuant to this clause (d) (together with the amount of loans made pursuant to Section 7.5(a)(x)(3)) shall not exceed $1,000,000 in any fiscal year, (e) the Credit Parties may pay their obligations to Empire Burbank to the extent required to be paid under the Empire Burbank Lease, (f) so long as no Default shall have occurred or be continuing or shall be caused thereby, Xxxxxxxx Broadcasting, Inc., or any successor entity thereto, may make the payments described in clause (vi) of the definition of Restricted Junior Payment or make the payments with respect to any notes issued under the employment agreement described in such clause (vi), (g) so long as no Default shall have occurred or be continuing or shall be caused thereby, any Credit Party may make dividend payments to Holdings I (through another Holding Company, if applicable), to enable Holdings I to make the payments with respect to any portion of the "Incentive Bonus" which may become payable pursuant to the employment agreements of Xxxxxx Mars dated November 15, 1998 and Xxxxxx Xxxxx dated September 1, 1999, respectively, or with respect to any notes issued with respect thereto; provided that the aggregate amount of such dividends together with the aggregate amount of loans made pursuant to Section 7.5(a)(x)(4) shall not exceed the amount of such bonuses required to be paid under such 106 employment agreements (including any amounts required to be paid under any such notes), and (h) the Credit Parties may make regularly scheduled payments on the Xxxxxxxx Subordinated Debt on the Closing Date in an amount not in excess of $1,920,000 and may make payments of interest but no principal in respect of Subordinated Indebtedness on the dates and Xxxxxxxx Subordinated Debt to the extent such payments of interest are permitted to be made under the Xxxxxxxx Subordination Agreements. Nothing herein shall be deemed to prohibit the making of any dividend or distribution, or other payment constituting a Restricted Junior Payment under clauses (ii) or (iii) of the definition thereof by any Subsidiary to any Credit Party. Notwithstanding anything herein to the contrary, if part or all of a Permitted Holdings Tax Distribution or a Permitted Shareholder Tax Distribution is made in the amounts set forth form of a loan (rather than a dividend or other form of distribution), then (i) the terms of such loan shall be determined in the applicable Subordinated Debt Documentssole discretion of the Borrower, and (ii) the subsequent cancellation or forgiveness of such loan shall not be treated as a Restricted Junior Payment and shall not reduce the amount of subsequent Permitted Holdings Tax Distributions or Permitted Shareholder Tax Distributions.

Restricted Junior Payments. The Credit Parties will Holdings and Company shall not, and shall not declare permit any of their respective Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; provided, however, provided that (ai) any Subsidiary of any Core Ameresco Company may can pay dividends to Company or any wholly owned Subsidiary of Company, (ii) Company may make (x) regularly scheduled payments of interest in respect of the Senior Subordinated Notes and the Discount Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Notes or the Discount Notes, respectively, and the applicable New Sub Debt Indenture, and (y) so long as (1) no Event of Default or Potential Event of Default shall have occurred and be continuing or shall be caused thereby, (2) Holdings and Company shall be in compliance, on a pro forma basis giving effect thereto, with the covenants set forth in subsection 7.6 hereof and (3) the ratio of Consolidated Adjusted EBITDA to Consolidated Cash Interest Expense (after giving effect thereto) shall equal or exceed 3.5:1.00 (and Company shall have delivered to Administrative Agent an Officer’s Certificate (together with supporting information therefor), in form and substance reasonably satisfactory to Administrative Agent, certifying to the effect of clauses (1), (2) and (3)), regularly scheduled payments of interest accruing after delivery of such Core Ameresco Companycertificate in respect of the Junior Subordinated Seller Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Junior Subordinated Seller Notes, (v) Company may make Restricted Junior Payments to Holdings to the extent required for Holdings to make, and Holdings may make, regularly scheduled payments of interest in respect of the Shareholder Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, such Shareholder Subordinated Notes, as applicable, (vi) Company may make scheduled interest payments in respect of Permitted Seller Notes permitted under subsection 7.1(ix) in accordance with the terms of such Permitted Seller Notes; (bvii) so long as no Event of Default or Potential Event of Default has occurred and is continuing and no Default or Event of Default shall would be caused thereby, Company may make Restricted Junior Payments of amounts to the Borrower extent required for Holdings to, and Holdings may, repurchase, redeem, defease or otherwise prepay or retire any Existing Subordinated Notes not tendered pursuant to the Debt Tender Offer on terms (set forth in the Existing Subordinated Note Indenture or otherwise) no less favorable in any material respect to Holdings, Company and Lenders than the terms of the Debt Tender Offer, (viii) Company may redeem or purchase make Restricted Junior Payments to Holdings, and Holdings may make Restricted Junior Payments, (ia) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for in an aggregate cash consideration amount not to exceed $1,000,000 1,500,000 in any fiscal year Fiscal Year, to the extent necessary to permit Holdings to pay general administrative costs and expenses and (iib) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess to the extent necessary to permit Holdings to discharge the consolidated tax liabilities of $11,320,000 at any time from Holdings and after the Restatement Date; its Subsidiaries, (cix) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing continuing, Company may make Restricted Junior Payments to Holdings, and no Default Holdings may make Restricted Junior Payments, (a) to permit the payment of the Bxxx Management Fees under the Bxxx Advisory Services Agreement and (b) to permit the payment of the Harvard Management Fees under the Harvard Advisory Services Agreement, and (x) Company may make Restricted Junior Payments to Holdings to the extent required for Holdings to make, and Holdings may make, Restricted Junior Payments in an aggregate amount not to exceed $12,500,000 in any Fiscal Year to the extent necessary to make repurchases of capital stock (and options or Event warrants to purchase such capital stock) of Default shall be caused therebyHoldings from employees (a) upon termination (including by reason of death, the Borrower may declare and pay cash dividendsdisability or retirement) of such employees or (b) pursuant to a contractual obligation of Holdings or any of its Subsidiaries, provided that (i) such payments amount shall be reduced by the aggregate amount of all principal and interest payments made only during the period commencing not earlier than 10 days after and ending not later than 90 days afteron any Shareholder Subordinated Notes permitted under subsection 7.1(xi) in such Fiscal Year; and, the date of delivery of the audited annual financial statements provided further, that any Restricted Junior Payments by Company to Holdings permitted under this subsection shall be applied by Holdings for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be purposes specified in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documentsthis subsection.

Restricted Junior Payments. The No Credit Parties will not declare Party shall, nor shall it permit any of its Subsidiaries or Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at any time; provided, however, except that (a) any Subsidiary Company may make regularly scheduled payments of interest (including payments of additional interest imposed under the indenture or other agreement pursuant to which such Subordinated Indebtedness was issued for failure to comply with certain provisions thereof) in respect of any Core Ameresco Company may pay dividends Subordinated Indebtedness in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the indenture or other agreement pursuant to which such Core Ameresco CompanySubordinated Indebtedness was issued; (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, Company may make Restricted Junior Payments to Holdings (and, subject to delivery of the Borrower Parent Credit Document, Holdings may declare and pay cash dividends, provided that make Restricted Junior Payments to Parent) (i) such payments shall be made only during in an aggregate amount not to exceed $450,000 in any Fiscal Year, to the period commencing not earlier than 10 days after extent necessary to permit Holdings (or Parent, as applicable) to pay general administrative costs and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required expenses and to be delivered by the Credit Parties pursuant pay franchise taxes and other fees to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, maintain its corporate existence and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect extent necessary to permit Holdings (or Parent, as applicable) to discharge the consolidated tax liabilities of Holdings (or Parent, as applicable) and its Subsidiaries, in each case so long as Holdings (or Parent, as applicable) applies the amount of any such payment, the Credit Parties Restricted Junior Payment for such purpose (provided this Section 6.5 shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof not prohibit direct payment of by Company of taxes for the period of four fiscal quarters occurring immediately after itself and its Subsidiaries or such paymentother costs and expenses); and (dc) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties Company may make regularly scheduled payments Restricted Junior Payments to Holdings for the purpose of interest but no principal in respect of paying, and Holdings may pay (i) the Subordinated Indebtedness on Management Fees plus reasonable out-of-pocket expenses incurred pursuant to the dates Management Services Agreement and in the amounts set forth in the applicable Subordinated Debt Documents(ii) Permitted Management Stock Repurchase Payments.

Restricted Junior Payments. The Credit Parties will Company shall not, and shall not declare permit any of its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; providedprovided that, however, that (a) any Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Company; (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused therebywould result therefrom, the Borrower may redeem or purchase (i) the capital stock or Equity Rights Company and its Subsidiaries may make scheduled payments in respect of any employeePermitted Seller Paper, officer (ii) Company and its Subsidiaries may make (x) regularly scheduled payments of interest in respect of the Senior Subordinated Notes and any other Subordinated Indebtedness and (y) Restricted Junior Payments to Holdings to permit regularly scheduled payments of interest in respect of the Holdings Notes and the Holdings PIK Notes, in each case in accordance with the terms of, and only to the extent required by, and subject to the provisions contained in, the indenture or director other agreements pursuant to which such Subordinated Indebtedness, Holdings Notes or Holdings PIK Notes were issued, in each case as such indenture or other agreements may be amended from time to time to the extent permitted under subsection 7.13, (iii) Company may make Restricted Junior Payments to Holdings to permit the payment of any Credit Party for the Management Fees under the Management Services Agreement, (iv) Company may make Restricted Junior Payments to Holdings, (a) in an aggregate cash consideration amount not to exceed $1,000,000 500,000 in any fiscal year Fiscal Year, to the extent necessary to permit Holdings to pay general administrative costs and expenses and (iib) to the extent necessary to permit Holdings to discharge the consolidated tax liabilities of Holdings and its Subsidiaries, (v) Company may make Restricted Junior Payments to Holdings to the extent required for Holdings to make, Restricted Junior Payments in an aggregate amount not to exceed $2,500,000 in any Fiscal Year to the extent necessary to make repurchases of capital stock (and options or warrants to purchase such capital stock) of Holdings from employees upon termination (including by reason of death, disability or other equity interests held by Boston Capital for aggregate cash consideration not in excess retirement) of $11,320,000 at any time from such employees, and after the Restatement Date; (cvi) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Potential Event of Default shall has occurred and is continuing or would be caused thereby, Company may make Restricted Junior Payments of amounts to the Borrower may declare and pay cash dividendsextent required for Holdings to repurchase, provided that (i) such payments shall be made only during the period commencing redeem, defease or otherwise prepay or retire any Existing Senior Notes not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties tendered pursuant to Section 7.1 the Debt Tender Offer on terms (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Existing Senior Note Indenture or otherwise) no less favorable in any material respect to Holdings, Company and Lenders than the terms of the Debt Documents.Tender Offer; and, provided further, that any Restricted Junior Payments by Company to Holdings permitted under this subsection shall be applied by Holdings for the purposes specified in this subsection. 119

Restricted Junior Payments. The Credit Parties will not declare No Loan Party shall, nor shall it permit any of its Subsidiaries through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at any time; providedPayment, however, that except (a) each Subsidiary may make Restricted Junior Payments of the types referred to in clauses (i), (ii) and (iii) of the definition of Restricted Junior Payments with respect to its Equity Interests to the Company and its other Subsidiaries (and, in the case of non-wholly owned Subsidiaries to the Company and any of its other Subsidiaries and to each other owner of Equity Interest of such Subsidiary based on their relative ownership interest of any Core Ameresco Company may pay dividends to such Core Ameresco Company; the relevant class), (b) the Company and each Subsidiary may make Restricted Junior Payments of the type referred to in clause (iv) of the definition thereof to the Company or one or more other Subsidiaries, subject only to the subordination provisions, if any, applicable thereto, (c) the Company may (x) pay Convertible Note Repayment Obligations then due and payable or (y) make any cash payment in respect of any purchase or repurchase through negotiated or open market transactions of any Convertible Notes (i) not more than 18 months prior to a Convertible Note Put Date in respect thereof or (ii) at any time on and after the date on which the Company has the option to call or otherwise redeem such Convertible Notes from the holder thereof, in each case so long as no Default or Event of Default has shall have occurred and is be continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (cd) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, the Company and each Subsidiary may repurchase, redeem or otherwise acquire or retire for value any Equity Interests (or any restricted stock units) of the Company or any of its Subsidiaries held by any current or former officer, director, consultant or employee of the Company or any of its Subsidiaries, or his or her estate, spouse, former spouse or family member (or pay principal or interest on any Indebtedness issued in connection with such repurchase, redemption or other acquisition) pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement, similar agreement or any other agreement pursuant to which such Equity Interests (or restricted stock units) were acquired or benefit plan of any kind and pay the amount of withholding Taxes owed by the recipient of such payment on account thereof, provided that only the Company may repurchase, redeem or otherwise acquire or retire for value any Equity Interests (or restricted stock units) of the Company specified in this clause (d), (e) the Company or any Subsidiary may make cash payments in the form of cash settlements with respect to the Spread Overlay Agreements in accordance with the terms thereof, and only to the extent required thereby, so long as the Company receives contemporaneously with or within ninety (90) days preceding such distribution aggregate cash payments in connection with such Spread Overlay Agreements of not less than the amount of such distribution, (f) as set forth on Schedule 7.04 hereof, (g) the Company or any Subsidiary may refinance any Junior Financing with the proceeds of the Permitted Refinancing thereof (including without limitation by (i) depositing such proceeds in the Notes Escrow Account pursuant to the Notes Escrow Arrangement or (ii) defeasance and/or discharge of the applicable Junior Financing as permitted or contemplated under the definition of Permitted Refinancing), (h) the Company or any Subsidiary may make payments or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or disposition of assets that complies, if applicable, with the provisions of this Agreement, (i) so long as no Default or Event of Default shall have occurred and be caused therebycontinuing, the Borrower Company or any Subsidiary may declare and pay cash dividendspurchase, provided redeem or acquire its outstanding Equity Interests or any Indebtedness with the Net Equity Proceeds received from a substantially concurrent issuance of new Equity Interests, (j) any Loan Party or any Subsidiary may make any Restricted Junior Payment on account of the repurchase of Equity Interests deemed to occur upon exercise of stock options, warrants or similar rights or grant, vesting or lapse of restrictions on the grant of any other performance shares, restricted stock, restricted stock units or other equity awards to the extent that shares of such Equity Interests represent all or a portion of (i) the exercise or purchase price of such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days afteroptions, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, warrants or similar rights or other equity awards and (ii) the Credit Parties shall have delivered to amount of withholding Taxes owed by the Agent evidence that after giving effect to recipient of such paymentaward in respect of such grant, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period exercise, vesting or lapse of four fiscal quarters occurring immediately after such payment; and restrictions covered by clause (di), (k) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default or shall be caused thereby, the Credit Parties any Loan Party or any Subsidiary may make regularly scheduled payments other Restricted Junior Payments in an aggregate amount in any Fiscal Year not to exceed the sum of interest but (i) $125,000,000 plus (ii) the Available Amount; provided that such amount shall be unlimited if (1) the Net Senior Secured Leverage Ratio is less than or equal to 3.50:1.00 and (2) there is no principal continuing Default and (l) any Restricted Junior Payment made to effect or in respect furtherance of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt DocumentsReorganization.

Restricted Junior Payments. The No Credit Parties will not declare Party shall, nor shall it permit any of its Subsidiaries or Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at except that, (a) so long as no Default or Event of Default shall be caused thereby, Company may make Restricted Junior Payments to Parent to the extent necessary to permit Parent to pay reasonable general administrative costs and expenses and to discharge the consolidated tax liabilities of Parent and its Subsidiaries, in each case, so long as Parent applies the amount of any timesuch Restricted Junior Payment for such purpose, (b) so long as no Default or Event of Default is continuing or caused thereby, Company and Parent may make Restricted Junior Payments in an amount not to exceed $1,150,000 in any Fiscal Year pursuant to and in accordance with stock option plans, bonus plans or other benefit plans or arrangements for management or employees of any Credit Party and their Subsidiaries; provided, however, that to the extent such amounts are not used, such amounts shall roll over to subsequent Fiscal Years and such rolled over amounts may be expended in addition to the foregoing annual limitation, (ac) any Subsidiary so long as no Default or Event of any Core Ameresco Default is continuing or caused thereby, Company may pay dividends to or on behalf of Parent to repurchase the Capital Stock of Parent owned by members of management who are no longer employed (and Parent may make such Core Ameresco Companyrepurchases) so long as the aggregate amount of such repurchases in any Fiscal Year does not exceed $2,300,000; provided, however, to the extent such amounts are not used, such amounts shall roll over to subsequent Fiscal Years and such rolled over amounts may be expended in addition to the foregoing annual limitation and (bd) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused therebywould result therefrom, the Credit Parties may make regularly scheduled payments repayment of interest but no principal intercompany Indebtedness to Foreign Subsidiaries (to the extent that such intercompany Indebtedness was incurred by the Credit Parties following the Closing Date) in respect an amount such that, after giving effect to any particular repayment of Subordinated intercompany Indebtedness on made after the dates and in Closing Date, the amounts set forth in aggregate net amount repaid by the applicable Subordinated Debt DocumentsCredit Parties shall not at any time exceed $10,000,000 within any Fiscal Year.

Restricted Junior Payments. The No Credit Parties will not declare Party shall, nor shall it permit any of its Subsidiaries or Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at any time; provided, however, except that (a) any Subsidiary Borrower may make regularly scheduled payments of any Core Ameresco Company may pay dividends interest in respect of the Senior Notes in accordance with the terms of, and only to the extent required by the Senior Notes Indenture or the applicable agreements governing such Core Ameresco Companyother Indebtedness; (b) Borrower may make Restricted Junior Payments to Holdings (i) in an aggregate amount not to exceed $15,000,000 in any Fiscal Year, to the extent necessary to permit Holdings to pay general administrative costs and expenses and not for any other purpose; provided, that any such payments to Holdings in respect of salaries, bonuses or fees paid to employees (other than such payments to retired or former employees as set forth on Schedule 4.20) shall not exceed $8,500,000 in the aggregate in any Fiscal Year unless Administrative Agent otherwise consents and (ii) to the extent necessary to permit Holdings to discharge the consolidated tax liabilities of Holdings and its Subsidiaries, in each case so long as no Default Holdings applies the amount of any such Restricted Junior Payment for such purpose; (c)[*] and (d) Credit Parties may repurchase Capital Stock consisting of common stock held by employees pursuant to any employee stock ownership plan thereof upon the termination, retirement or Event death of Default has occurred any such employee in accordance with the provisions of such plan, provided, that, as to any such repurchase, each of the following conditions are satisfied: (i) as of the date of the payment for such repurchase and is continuing and after giving effect thereto, no Default or Event of Default shall be caused thereby, the Borrower may redeem exist or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused therebycontinuing, the Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties ----------------- * Confidential information has been omitted pursuant to Section 7.1 (a) hereof, together a request to the Securities and Exchange Commission for confidential treatment. The information has been separately filed with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt DocumentsCommission.

Restricted Junior Payments. The Credit Parties will not None of the Borrowers or any of their Subsidiaries shall declare or make any Restricted Junior Payment at Payment, EXCEPT (i) they may distribute shares of their capital stock to any time; providedPerson or the owners of said Person in connection with a Permitted Acquisition of said Person, however(ii) they may make repayments and prepayments of the Loan Facilities in accordance with the terms, that conditions and provisions of this Loan Agreement, (iii) they may make dividends and distributions payable SOLELY in their common stock, (iv) they may make Restricted Junior Payments to (a) one of the Borrowers or (b) any Subsidiary of Cantel Medical, one hundred percent (100%) of whose stock has been pledged to the Administrative Agent, for the benefit of the US Lenders, under any Core Ameresco Company of the Pledge of Stock Agreements and (v) Carsen Group and/or MediVators may pay make cash dividends to Cantel Medical but ONLY to the extent that one hundred percent (100%) of such Core Ameresco Companydividends are returned by Cantel Medical to Carsen Group and/or MediVators, as applicable, in cash, within thirty (30) days of their having been made; PROVIDED THAT, as conditions precedent to the ability of Carsen Group and/or MediVators to make such cash dividends, all of the following shall have been complied with: (ba) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Potential Event of Default shall have occurred and be continuing and no other Event of Default or Potential Event of Default shall result or be caused thereby, the Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, payment of such cash dividend and (iib) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with all of the financial covenants set forth in Section 8.10 hereof ARTICLE VIII of this Loan Agreement must be complied with by the Borrowers on both a pro forma combined basis for the then current period and on a projected basis, after taking into account the payment of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documentscash dividend.

Restricted Junior Payments. The No Credit Parties will not declare Party shall, nor shall it permit any of its Subsidiaries to, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at except that (a) Company may make regularly scheduled payments of interest in respect of the Senior Notes and Subordinated Indebtedness in accordance with the terms of, and only to the extent required by, and subject, in the case of Subordinated Indebtedness, to the subordination provisions contained in, the indenture or other agreement pursuant to which such Subordinated Indebtedness was issued; (b) Company may refinance the Senior Notes and the Senior Subordinated Notes with the proceeds of Permitted Refinancing Indebtedness; (c) Company may make Restricted Junior Payments to Holding (i) to permit Holding to pay any timeincome and/or franchise tax payable by Holding and (ii) so long as no Event of Default shall have occurred and be continuing or shall be caused thereby, in an aggregate amount not to exceed $5,000,000 in any Fiscal Year, to the extent necessary to permit Holding to pay general administrative costs and expenses, and other fees and expenses in connection with the maintenance of its existence; (d) so long as no Event of Default shall have occurred and be continuing or shall be caused thereby, Holding may purchase or redeem (and Company may declare and pay dividends or make other distributions to Holding the proceeds of which are to be used by Holding to so purchase or redeem) Capital Stock of Holding (including related stock appreciation rights or similar securities) held by then present or former officers or employees of Holding, Company or any of their Subsidiaries or by any Pension Plan upon such person's death, disability, retirement or termination of employment or under the terms of any such Pension Plan or any other agreement under which such shares of stock or related rights were issued; provided that the aggregate amount of such purchases or redemptions under this paragraph (d) shall not exceed in any calendar year $5,000,000 (plus the amount of net proceeds received by Holding or Company during such calendar year from Employee Equity Sales and the amount of net proceeds of any key-man life insurance received during such calendar year); provided, however, that the aggregate amount of such purchases or redemptions that may be made pursuant to this paragraph (ad) any Subsidiary shall not exceed $15,000,000 (plus the amount of net proceeds received by Holding or Company after the date of this Agreement from Employee Equity Sales and the amount of any Core Ameresco Company may pay dividends to such Core Ameresco Companybonuses received by management of HM in connection with the Acquisition that are rolled into Capital Stock of Holding); (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (ce) so long as no Default or Event of Default shall have occurred and be continuing continuing, Company may make Restricted Junior Payments to Holding to the extent necessary to permit Holding to make, and no Default Holding may make payments required under the Sponsors Monitoring Agreement; provided that such amounts are so applied and are permitted pursuant to Section 6.11; (f) Holding may make non-cash repurchases of Capital Stock deemed to occur upon exercise of stock options if such Capital Stock represents a portion of the exercise price of such options; (g) Company may repurchase or Event of Default shall be caused therebyredeem the Senior Notes, the Borrower Senior Subordinated Notes or the Permitted Refinancing Indebtedness related thereto with the proceeds of Permitted Refinancing Indebtedness and/or an initial public offering of common stock of Holding contributed to Company by Holding; (h) Company may make distributions or payments of Receivables Fees; (i) Company and Holding may declare and pay cash dividends, provided that dividends on their Capital Stock in an amount equal to the EBITDA Purchase Price Adjustment Amount multiplied by the percentage obtained by dividing (i1) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery aggregate consideration paid in respect of the audited annual financial statements for Sponsor Equity on the previous fiscal year required to be delivered Closing Date, by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii2) the Credit Parties shall have delivered sum of (y) the consideration paid in respect of the Sponsor Equity on the Closing Date, plus (z) the aggregate principal amount of outstanding Indebtedness under the Bridge Facility immediately prior to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such paymentEffective Date; and (dj) distributions to Holding in amounts permitted to be used to capitalize a Receivables Subsidiary as contemplated under Section 6.6(r), so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt DocumentsHolding immediately contributes such amount to a Receivables Subsidiary.

Restricted Junior Payments. The Credit Parties will Company shall not, and shall not declare permit any of its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; provided, however, provided that (ai) any Subsidiary Company may make regularly scheduled payments of interest in respect of any Core Ameresco Subordinated Indebtedness in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the indenture or other agreement pursuant to which such Subordinated Indebtedness was issued, as such indenture or other agreement may be amended from time to time to the extent not prohibited under subsection 7.12B, (ii) Company may pay dividends to such Core Ameresco Company; make all payments necessary in connection with the Merger, (biii) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, Company may make Restricted Junior Payments to Holdings (a) in an aggregate amount not to exceed (1) $250,000 in any Fiscal Year prior to a Qualified Public Offering or (2) $2,000,000 in any Fiscal Year after a Qualified Public Offering, to the Borrower extent necessary to permit Holdings to pay general administrative costs and expenses, (b) to the extent necessary to permit Holdings (or an Affiliate of Holdings) to discharge the consolidated, combined or other group tax liabilities of Holdings and its Subsidiaries, in each case so long as Holdings (or an Affiliate of Holdings) applies the amount of any such Restricted Junior Payment for such purpose, (c) for repurchases of Capital Stock from employees of Company or any of its Subsidiaries, FTD-member florists, distributors or directors (or their heirs or estates) of Holdings, Company or any Subsidiary of Company upon the death, disability or termination of employment (or termination of membership or distribution, in the case of a FTD-member florist or distributor); provided that such repurchases are made with the proceeds of such Restricted Junior Payments within three Business Days of the payment of such Restricted Junior Payments, and (d) to make payments of cash, in lieu of the issuance of fractional shares upon the exercise of warrants or upon the conversion or exchange of, or issuance of Capital Stock in lieu of cash dividends on any Capital Stock of Holdings, provided that the aggregate amount of Restricted Junior Payments made after the Closing Date pursuant to this clause (d) and clause (c) above shall not exceed $7,500,000, (iv) Company may declare make one or more Restricted Junior Payments to Holdings equal in the aggregate to the lesser of (a) the Settlement Insurance Proceeds and pay cash dividends(b) the difference between (1) the sum of the Settlement Insurance Proceeds and the Settlement Contribution and (2) the amount of Settlement Payments, (v) Company may purchase Capital Stock of Holdings in a purchase deemed to occur upon the exercise of stock options, warrants or other convertible securities to the extent such Capital Stock represents a portion of the exercise price thereof, and (vi) Company may purchase or redeem the Subordinated Notes using the proceeds from a Public Offering of Stock to the extent the gross proceeds from such Public Offering of Stock aggregate no less than $50,000,000 and are not otherwise required to be applied as a mandatory prepayment pursuant to subsection 2.4B(iii)(c), provided that (ia) such payments shall the Consolidated Senior Leverage Ratio (calculated to give pro forma effect to any mandatory prepayment that will be made only during using the period commencing not earlier than 10 days after and ending not later than 90 days after, proceeds from such Public Offering of Stock) as of the last day of the Fiscal Quarter immediately preceding the date of delivery such proceeds are received is less than 1.50:1.00, (b) the excess of the audited annual financial statements for Revolving Loan Commitment Amount over the previous fiscal year Total Utilization of Revolving Loan Commitments on the day immediately preceding the closing of such Public Offering of Stock is at least $15,000,000 and (c) Administrative Agent shall have received an Officer’s Certificate setting forth the calculation of Consolidated Senior Leverage Ratio required to be delivered by the Credit Parties pursuant to Section 7.1 foregoing clause (a) hereof, together with and setting forth the Compliance Certificate availability of Revolving Loans as required to be delivered pursuant to Section 7.1(c) hereof, and by the foregoing clause (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documentsb).

Restricted Junior Payments. The Credit Parties will Company shall not, and shall not declare permit any of its Restricted Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; provided, however, that (a) any Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Company; (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties Company may make regularly scheduled payments of interest but no principal in respect of the Senior Subordinated Notes and of any Subordinated Indebtedness on issued in accordance with subsection 7.1(vii) hereof in accordance with the dates terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Indenture or the indenture pursuant to which such other Subordinated Indebtedness is issued, as the case may be, in each case, as such indenture may be amended from time to time to the extent permitted under subsection 7.14B, (ii) Company may make Restricted Junior Payments pursuant to and in accordance with stock option plans, stock purchase plans or other benefit plans for management or employees of Company or any Subsidiary including the redemption or purchase of shares of common stock of Company held by former employees of Company or any Subsidiary following the termination of their employment, in an amount not to exceed $500,000 (net of any amounts set forth in received by Company after the applicable Subordinated Debt DocumentsEffective Date and prior to making such Restricted Junior Payment from the issuance of additional shares of its common stock to members of management or employees of Company and its Subsidiaries), and (iii) subject to subsection 2.4B(iii)(b), Company may use (x) not more than $17,500,000 of the Net IPO Proceeds to redeem Company Preferred Stock within five (5) Business Days of the First Amendment Effective Date and (y) not more than $7,000,000 of the Net IPO Proceeds to pay the accrued dividends on such Company Preferred Stock within five (5) Business Days of the First Amendment Effective Date."

Restricted Junior Payments. The Credit Parties will not declare No Loan Party shall, nor shall it permit any of its Subsidiaries or Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at any time; providedPayment, however, except that (a) any Subsidiary the Borrower may make regularly scheduled payments of interest in respect of any Core Ameresco Company Subordinated Indebtedness in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the indenture or other agreement pursuant to which such Subordinated Indebtedness was issued as such indenture or other agreement may pay dividends be amended from time to such Core Ameresco Companytime to the extent permitted under Section 6.14; (b) so long as no Default or Event of Default has shall have occurred and is be continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase make Restricted Junior Payments (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for in an aggregate cash consideration amount not to exceed $1,000,000 500,000 in any fiscal year Fiscal Year, to the extent necessary to permit Holdings (or any Parent Company) to pay general administrative costs and expenses and (ii) warrants to the extent necessary to permit Holdings (or other equity interests held by Boston Capital any 90 Parent Company) to discharge the consolidated tax liabilities of Holdings and its Subsidiaries, in each case so long as Holdings (or any Parent Company) applies the amount of any such Restricted Junior Payment for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Datesuch purpose; (c) so long as no Default or Event of Default shall have occurred and be continuing or be caused thereby, Holdings (or any Parent Company) may repurchase or retire for value Capital Stock of Holdings (or any Parent Company) held by any future, present or former employee, director, officer, manager or consultant (or any Controlled Investment Affiliate or Immediate Family Member thereof) of Holdings (or any Parent Company) or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or otherwise pursuant to any employee or director stock option plan or any other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any future, present or former employee, director, officer, manager or consultant of Holdings (or any Parent Company) or any Subsidiary (x) in exchange for notes issued pursuant to Section 6.01(o), (y) in exchange for or with the proceeds of Capital Stock of or Indebtedness issued by Holdings (or any direct or indirect parent thereof) or (z) in exchange for Cash and Cash Equivalents (and the Borrower may make Restricted Junior Payments to Holdings to make (or to make Restricted Junior Payments to permit any Parent Company to make)) in an amount not to exceed $15,000,000 in any Fiscal Year and $45,000,000 in the aggregate from the Closing Date to the date of determination; (d) the Borrower may make payments in respect of Management Fees not to exceed $2,500,000 in any fiscal year; (e) the Borrower and Holdings may pay (or make Restricted Junior Payments to permit the payment of) the Special Dividend; (f) the Borrower may replace or refinance the Senior Subordinated Notes with Indebtedness permitted by Section 6.01(p), (g) the Borrower may repay, repurchase or retire any Junior Financing with the proceeds of, or in exchange for, Qualified Capital Stock of the Borrower or any Parent Company or Indebtedness of any Parent Company so long as after giving effect to such repayment, repurchase or retirement no Default or Event of Default shall have occurred and be caused therebycontinuing, (h) the Borrower may declare make Restricted Junior Payments (and pay cash dividends, Holdings may itself make Restricted Junior Payments with any such Restricted Junior Payments received by it from the Borrower); provided that at the time it is paid by the Borrower, (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties Restricted Junior Payment is permitted pursuant to Section 7.1 4.07(a)(3) (awhich paragraph, for the avoidance of doubt, sets forth the builder basket) hereof, together with or Section 4.07(b)(11) of the Compliance Certificate required Senior Subordinated Notes Indenture (as in effect on the date hereof and regardless of whether the obligations of the Borrower thereunder shall have been satisfied or discharged at or prior to such time the Senior Subordinated Notes Indenture shall be deemed to be delivered pursuant to in effect and binding on the Borrower for purposes of this Section 7.1(c6.05) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that Senior Leverage Ratio, on a Pro Forma Basis after giving effect to such paymentRestricted Junior Payment, the Credit Parties shall is not greater than 4.0 to 1.0; and; and provided further that any Investment made in reliance on Section 6.07(u) will be in projected pro-forma counted as a Restricted Junior Payment for purposes of determining compliance with the financial covenants set forth in this Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; 6.05(h), and (di) so long the Borrower may make Restricted Junior Payments (and Holdings may itself make Restricted Junior Payments with any such Restricted Junior Payments received by it from the Borrower) in an aggregate amount (without duplication) not to exceed $20,000,000 when combined with any Investments permitted by Section 6.07(v); provided that (x) as of the date of making such Restricted Junior Payment and after giving effect thereto, no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing continuing, and no Event of Default shall be caused thereby(y) the Senior Leverage Ratio, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documentsa Pro Forma Basis after giving effect to such Restricted Junior Payment, is not greater than 4.0 to 1.0.

Restricted Junior Payments. The No Credit Parties will not declare Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any time; provided, however, except that (a) any Subsidiary (i) Holdings may make regularly scheduled payments of interest in respect of the Holdings Notes in accordance with the terms of, and only to the extent required by, the agreement or instruments pursuant to which the Holdings Notes was issued and (ii) Company may make Restricted Junior Payments to Holdings to the extent necessary to permit Holdings to discharge the consolidated tax liabilities of Holdings and its Subsidiaries, so long as Holdings applies the amount of any Core Ameresco Company may pay dividends to such Core Ameresco Company; Restricted Junior Payment for such purpose, (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (iunder Section 8.1(a) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower Company may declare and pay cash dividends, provided that make Restricted Junior Payments to Holdings (i) sufficient to make scheduled payments of interest on the Holdings Notes then due and owing; provided that, no such payments shall Restricted Junior Payment may be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that unless after giving effect to such payment, (A) the Credit Parties Leverage Ratio does not exceed 2.0:1.0 and (B) the ratio of (I) Consolidated Total Debt plus the aggregate principal amount of outstanding Holdings Notes to (II) Consolidated Adjusted EBITDA for the four Fiscal Quarter period most recently ended shall be not exceed 3.00:1.00, (c) Company may make Restricted Junior Payments to Holdings to make payments under the Management Agreement and Holdings or Company may make payments in projected pro-forma compliance accordance with the financial covenants set forth in Section 8.10 hereof for terms of the period of four fiscal quarters occurring immediately after such paymentManagement Agreement; and (d) so long as no Default under Section 9.1(a)(ii) Holdings or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties Company may make regularly scheduled Restricted Junior Payments in an aggregate amount not to exceed $3,500,000 in any Fiscal Year to the extent necessary to make repurchases of Securities (and options or warrants to purchase such Securities) of Holdings from employees (i) upon termination (including by reason of death, disability or retirement) of such employees or (ii) pursuant to a contractual obligation of Holdings or Company, (e) Company may make Restricted Junior Payments to Holdings to the extent necessary to permit Holdings to pay reasonable accounting, legal, SEC related, and similar fees, expenses and costs, expenses and indemnities payments to directors or members of interest but no principal in respect board of Subordinated Indebtedness on managers of Holdings, and (f) Company and Holdings may make Restricted Junior Payments to the dates and in extent necessary to accomplish the amounts set forth in payment of the applicable Subordinated Debt DocumentsTransaction Costs.

Restricted Junior Payments. The Credit Parties will Company shall not, and shall not declare permit any of its respective Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; provided, however, provided that (ai) any Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Companymake scheduled interest payments in respect of the Subordinated Notes in accordance with the terms of the Subordinated Note Indenture; (bii) Company may make scheduled interest and principal payments in respect of the Existing Seller Note and any Permitted Seller Notes permitted by subsection 7.1(vii) in accordance with the terms of the Existing Seller Note and such Permitted Seller Notes; (iii) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Potential Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, Company may make payments in an aggregate amount not to exceed $2,500,000 in any Fiscal Year to the Borrower may declare and pay cash dividendsextent necessary to repurchase shares of Company Common Stock from officers, provided that (i) directors or employees of Company or any of its Subsidiaries following termination of employment of any such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days afterofficer, the date director or employee by reason of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereofdeath, together disability, retirement or resignation or following other events customarily requiring or permitting such repurchase, in each case in accordance with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereofterms of customary terms of management and/or employee stock plans, and stock subscription agreements or shareholder agreements entered into with officers, directors or employees of Company or any of its Subsidiaries; (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (div) so long as no Event of Default under Section 9.1(a)(ii) or Potential Event of Default shall have occurred and be continuing and no Event of Default or shall be caused thereby, the Credit Parties Company may repurchase Company Preferred Stock and make regularly scheduled payments of interest but accrued and unpaid dividends to the holders of Company Preferred Stock, provided that in no event may Company pay any dividend on or repurchase Company Preferred Stock unless both (x) the Leverage Ratio for the most recently ended four-Fiscal Quarter period is less than 2.0:1.0 and (y) at least 50% of the initial aggregate principal in respect amount of Subordinated Indebtedness on the dates Term Loans has been repaid; and in (v) Company and its Subsidiaries may consummate the amounts set forth in transactions contemplated by the applicable Subordinated Debt Union Acquisition Documents.. 7.6

Restricted Junior Payments. The No Credit Parties will not declare Party shall, nor shall it permit any of its Subsidiaries or Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at any time; provided, however, except that (a) any Subsidiary of any Core Ameresco the Company may pay dividends make regularly scheduled payments of interest in respect of Senior Subordinated Notes or Refinancing Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the indenture or other agreement pursuant to which such Core Ameresco CompanySubordinated Indebtedness was issued; (b) so long as no Default the Company may prepay or Event redeem the Senior Subordinated Notes in full with the proceeds of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement DateRefinancing Notes; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower Company may declare and pay cash dividendsmake Restricted Junior Payments to Holdings in an aggregate amount not to exceed $250,000 in any Fiscal Year, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect extent necessary to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such paymentpermit Holdings to pay general administrative costs and expenses; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default or shall be caused thereby, the Credit Parties Company may make Restricted Junior Payments to Holdings, Holdings may in turn make Restricted Junior Payments to Holdco, and Holdco may, in turn, make payments to Parent to the extent necessary to permit Holdings and/or Parent to discharge the consolidated tax liabilities of Holdings and its Subsidiaries, in each case so long as Holdings and/or Parent applies the amount of any such Restricted Junior Payment for such purpose; (e) the Company may on the Closing Date pay a transaction fee to the Sponsor pursuant to and as expressly required by the Management Agreement and reimburse the Sponsor for reasonable out of pocket fees, costs and expenses incurred in connection with the Transactions; (f) so long as no Default or Event of Default pursuant to Sections 8.1(a), 8.1(f) or 8.1(g) shall have occurred and be continuing or shall be caused thereby, the Company may pay the Management Fees (plus reasonable expenses in connection with the Management Agreement and unpaid amounts accrued for prior periods); (g) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, the Company may repurchase the AA Notes which were not tendered in connection with the Debt Tender; (h) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, Holdings may purchase or redeem, or may make Restricted Junior Payments to Holdco, which in turn may make payments to Parent so that either Holdco or Parent may purchase or redeem (and the Company may declare and pay dividends or make other distributions to Holdings the proceeds of which are to be used by Holdings to so purchase or redeem or to make Restricted Junior Payments to Holdco for such purpose) Capital Stock of Holdings (including related stock appreciation rights or similar securities) held by then present or former officers or employees of Holdings, Company or any of their Subsidiaries or by any Pension Plan upon such person’s death, disability, retirement or termination of employment or under the terms of any such Pension Plan or any other agreement under which such shares of stock or related rights were issued; provided that the aggregate amount of such Cash purchases or redemptions under this paragraph (h) when added to the aggregate amount of principal, interest and any other Cash amounts, if any, paid in respect of the Subordinated Management Notes, shall not exceed in any Fiscal Year $500,000; (i) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, Holdings may issue Subordinated Management Notes in lieu of the Cash purchases and redemptions under paragraph (h) hereof; (j) Holdings may make on the Closing Date the payments required by the Merger Agreement; (k) the Company may make Restricted Junior Payments to Holdings and Holdings may, in turn, make Restricted Junior Payments to Holdco to the extent necessary to permit Holdco to make regularly scheduled payments of interest but required under the Holdco Discount Notes Indenture, beginning October 1, 2008, at the rate of 10.25% per annum payable in cash semi-annually in arrears on April 1 and October 1 of each year (or the next succeeding Business Day), so long as at the time of such Restricted Junior Payment and after giving effect thereto, (i) no principal Default or Event of Default shall have occurred and be continuing or shall be caused thereby, and (ii) the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(d) calculating the Leverage Ratio) shall be 3.00:1.00 or less; and (l) the Company may make Restricted Junior Payments to Holdings, Holdings may, in respect turn, make Restricted Junior Payments to Holdco, and Holdco may, in turn, make payments to Parent, in an aggregate amount not to exceed $200,000 in any Fiscal Year, to the extent necessary to permit Holdco and Parent to pay general administrative costs and expenses, so long as at the time of Subordinated Indebtedness on such Restricted Junior Payment and after giving effect thereto, (i) no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, and (ii) so long as Holdings, Holdco and Parent apply the dates and in the amounts set forth in the applicable Subordinated Debt Documentsamount of any such Restricted Junior Payment for such purpose.”

Restricted Junior Payments. The Credit Parties will Borrower shall not declare or make any Restricted Junior Payment at any time; providedPayment, howeverexcept that, that (a) any Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Company; (b) so long as the Facility Maturity Date has not been declared or automatically occurred and no Event of Default or Unmatured Event of Default has occurred and is continuing and no Default or Event of Default shall be caused therebywould result therefrom, the Borrower may redeem declare and make Restricted Junior Payments to the holders of its membership interests (w) constituting a Permitted RIC Distribution solely to the extent made on a Payment Date from amounts on deposit in the Collection Account or purchase the Payment Account, (x) on any Business Day during the Revolving Period, from the proceeds of any Advance, or amounts on deposit in the Principal Collection Subaccount, provided that, both before and after giving effect thereto, no Unmatured Event of Default or Borrowing Base Deficiency shall have occurred and be continuing or would result therefrom, (y) on any Business Day, from amounts on deposit in the Interest Collection Subaccount, provided that both before and after giving effect thereto, (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Unmatured Event of Default or Borrowing Base Deficiency shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered amount remaining on deposit in the Interest Collection Subaccount, together with amounts reasonably expected to be received on the Loan Assets prior to the Agent evidence that after giving effect next Determination Date, will be sufficient to such paymentpay all amounts required to be paid on the related Payment Date pursuant to clauses (i) through (xiii) of Section 2.04(a), the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (dz) so long as no Default under Section 9.1(a)(iion any Payment Date, from amounts available pursuant to Sections 2.04(a)(xiv) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documents2.04(b)(ix).

Restricted Junior Payments. The Credit Parties will Borrower shall not declare or make any Restricted Junior Payment at any time; providedPayment, howeverexcept that, that (a) any Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Company; (b) so long as the Facility Maturity Date has not been declared or automatically occurred and no Event of Default or Unmatured Event of Default has occurred and is continuing and no Default or Event of Default shall be caused therebywould result therefrom, (A) the Borrower may redeem declare and make Restricted Junior Payments to the holders of its membership interests (x) on any day during the Revolving Period, from Interest Collections, Principal Collections or purchase proceeds of any Advance (excluding any such amounts needed such to settle the acquisition of any Eligible Loan Assets) so long as, as certified to the Administrative Agent in writing by the Borrower and the Servicer (with a copy to the Collateral Agent), to their knowledge and based upon the most current information then available to them (in each case both before and immediately after such distribution): (i) the capital stock or Equity Rights of any employeeamounts remaining on deposit in the Collection Account, officer or director of any Credit Party for aggregate cash consideration not together with amounts reasonably expected to exceed $1,000,000 in any fiscal year be received on the Loan Assets prior to the next Determination Date shall be sufficient to pay all payments required to be made on the next Payment Date pursuant to Section 2.04(a)(i)-(xii) and Section 2.04(b)(i)-(vii); (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from the Minimum Equity Amount is satisfied; and after the Restatement Date; (ciii) so long as no Default or Event of Default Borrowing Base Deficiency shall have occurred and be continuing or would result therefrom, and no Default or Event of Default shall be caused thereby(y) on any Payment Date, from amounts available pursuant to Sections 2.04(a)(xiii), 2.04(b)(viii) and 2.04(c)(xi) and (B) the Borrower may declare make Permitted RIC Distributions on any Business Day so long as, as certified to the Administrative Agent in writing by the Borrower and pay cash dividendsthe Servicer, provided that to their knowledge and based upon the most current information then available to them (i) in each case both before and immediately after such payments distribution), the amounts remaining on deposit in the Collection Account, together with amounts reasonably expected to be received on the Loan Assets prior to the next Determination Date shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year sufficient to pay all payments required to be delivered by made on the Credit Parties next Payment Date pursuant to Section 7.1 (a2.04(a)(i)-(xii) hereof, together with the Compliance Certificate required to be delivered pursuant to and Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documents2.04(b)(i)-(vii).

Restricted Junior Payments. The No Credit Parties will not declare Party shall, nor shall it permit any of its Subsidiaries through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at any time; providedin respect of such Credit Party or Subsidiary, howeveras applicable, except that (a) any Subsidiary of any Core Ameresco Company may pay dividends make regularly scheduled payments of interest in respect of the Senior Subordinated Notes in accordance with the terms of, and only to such Core Ameresco Companythe extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture; (b) so long as no Default Company may extend, renew, refinance or Event replace Subordinated Indebtedness to the extent permitted under Section 6.1(c); (c) any Subsidiary may pay dividends or make other distributions with respect to any class of Default has occurred its issued and outstanding Capital Stock or intercompany Indebtedness permitted by clauses (i) through (iii) of Section 6.1(b); provided, any dividends and other distributions by a Subsidiary that is continuing not Wholly-Owned (i) are paid in Cash on a pro rata basis among the holders of each applicable class of Capital Stock and no (ii) are not made to any Person other than Company or its Subsidiaries at any time when a Default or Event of Default shall have occurred and be continuing or shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (cd) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower Company may declare and pay cash dividends, provided that make Restricted Junior Payments to Holdings (i) such payments shall be made only during in an aggregate amount not to exceed $1,000,000 in any Fiscal Year, to the period commencing not earlier than 10 days after extent necessary to permit Holdings to pay general administrative costs and ending not later than 90 days afterexpenses and to pay franchise taxes and other fees to maintain its corporate existence, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect extent necessary to such payment, permit Holdings to discharge the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period consolidated tax liabilities of four fiscal quarters occurring immediately after such payment; Holdings and its Subsidiaries and (diii) to the extent necessary to fund Restricted Junior Payments by Holdings in accordance with clause (e) below, provided, in each of cases (i), (ii) and (iii) Holdings promptly applies the amount of any such Restricted Junior Payment for such purpose; (e) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default or shall be caused thereby, the Credit Parties following additional payments may make regularly scheduled payments be made to holders or purchasers of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documents.-114-

Restricted Junior Payments. The Credit Parties will not declare No Loan Party shall, nor shall it permit any of its Subsidiaries through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at any time; providedPayment, however, that except (a) each Subsidiary may make Restricted Junior Payments of the types referred to in clauses (i), (ii) and (iii) of the definition of Restricted Junior Payments with respect to its Equity Interests to the Company and its other Subsidiaries (and, in the case of non-wholly owned Subsidiaries to the Company and any of its other Subsidiaries and to each other owner of Equity Interest of such Subsidiary based on their relative ownership interest of any Core Ameresco Company may pay dividends to such Core Ameresco Company; the relevant class), (b) the Company and each Subsidiary may make Restricted Junior Payments of the type referred to in clause (iv) of the definition thereof to the Company or one or more other Subsidiaries, subject only to the subordination provisions, if any, applicable thereto, (c) the Company may (x) pay Convertible Note Repayment Obligations then due and payable or (y) make any cash payment in respect of any purchase or repurchase through negotiated or open market transactions of any Convertible Notes (i) not more than 18 months prior to a Convertible Note Put Date in respect thereof or (ii) at any time on and after the date on which the Company has the option to call or otherwise redeem such Convertible Notes from the holder thereof, in each case so long as no Default or Event of Default has occurred and is continuing and (A) no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, the Borrower may redeem or purchase thereby and (iB) the capital stock or Equity Rights of any employeeCompany shall have delivered to the Administrative Agent a compliance certificate signed by a Responsible Officer demonstrating pro forma compliance with the financial covenants in Section 7.07 after giving effect to the subject Restricted Junior Payment, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (cd) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, the Company and each Subsidiary may repurchase, redeem or otherwise acquire or retire for value any Equity Interests (or any restricted stock units) of the Company or any of its Subsidiaries held by any current or former officer, director, consultant or employee of the Company or any of its Subsidiaries, or his or her estate, spouse, former spouse or family member (or pay principal or interest on any Indebtedness issued in connection with such repurchase, redemption or other acquisition) pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement, similar agreement or any other agreement pursuant to which such Equity Interests (or restricted stock units) were acquired or benefit plan of any kind and pay the amount of withholding Taxes owed by the recipient of such payment on account thereof, provided that only the Company may repurchase, redeem or otherwise acquire or retire for value any Equity Interests (or restricted stock units) of the Company specified in this clause (d), (e) the Company or any Subsidiary may make cash payments in the form of cash settlements with respect to the Spread Overlay Agreements in accordance with the terms thereof, and only to the extent required thereby, so long as the Company receives contemporaneously with or within ninety (90) days preceding such distribution aggregate cash payments in connection with such Spread Overlay Agreements of not less than the amount of such distribution, (f) as set forth on Schedule 7.04 hereof, (g) the Company or any Subsidiary may refinance any Junior Financing with the proceeds of the Permitted Refinancing thereof (including without limitation by (i) depositing such proceeds in the Notes Escrow Account pursuant to the Notes Escrow Arrangement or (ii) defeasance and/or discharge of the applicable Junior Financing as permitted or contemplated under the definition of Permitted Refinancing), (h) the Company or any Subsidiary may make payments or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or disposition of assets that complies, if applicable, with the provisions of this Agreement, (i) so long as no Default or Event of Default shall have occurred and be caused therebycontinuing, the Borrower Company or any Subsidiary may declare and pay cash dividendspurchase, provided redeem or acquire its outstanding Equity Interests or any Indebtedness with the Net Equity Proceeds received from a substantially concurrent issuance of new Equity Interests, (j) any Loan Party or any Subsidiary may make any Restricted Junior Payment on account of the repurchase of Equity Interests deemed to occur upon exercise of stock options, warrants or similar rights or grant, vesting or lapse of restrictions on the grant of any other performance shares, restricted stock, restricted stock units or other equity awards to the extent that shares of such Equity Interests represent all or a portion of (i) the exercise or purchase price of such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days afteroptions, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, warrants or similar rights or other equity awards and (ii) the Credit Parties shall have delivered to amount of withholding Taxes owed by the Agent evidence that after giving effect to recipient of such paymentaward in respect of such grant, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period exercise, vesting or lapse of four fiscal quarters occurring immediately after such payment; and restrictions covered by clause (di), (k) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default or shall be caused thereby, the Credit Parties any Loan Party or any Subsidiary may make regularly scheduled payments other Restricted Junior Payments in an aggregate amount during the term of interest but this Agreement not to exceed the sum of (i) $300,000,000 plus (ii) the Available Amount; provided that such amount shall be unlimited if (1) the Net Senior Secured Leverage Ratio is less than or equal to 3.50:1.00 and (2) there is no principal continuing Default and (l) any Restricted Junior Payment made to effect or in respect furtherance of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt DocumentsReorganization.

Restricted Junior Payments. The No Credit Parties will not declare Party shall, nor shall it permit any of its Subsidiaries or Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at any time; provided, however, except that (a) any Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Company; (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such paymentproposed Restricted Junior Payment, average Working Capital Availability (after taking into account the Incremental Availability Reserve, the Credit Parties shall be Revolver/Term Loan A Reserve, the Minimum Availability Amount and all other Reserves (as defined in projected pro-the Working Capital Agreement)) on a pro forma compliance basis (determined in accordance with Section 6.7(f)) for (A) the 30 day period immediately prior to the making of such Restricted Junior Payment, and (B) the 30 day period immediately following the making of such Restricted Junior Payment equals or exceeds the Specified Availability Amount at such time; (iii) Consolidated Adjusted EBITDA for the twelve month period ending on the last day of the most recently ended Fiscal Month for which financial statements have been delivered to the Agents in accordance with the financial covenants set forth in provisions of Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment5.1(a)) this Agreement equals or exceeds $65,000,000; and (div) after giving effect to such proposed Restricted Junior Payment, the Fixed Charge Coverage Ratio of Holdings and its Subsidiaries, on a pro forma basis (determined in accordance with Section 6.7(f)) for (A) the most recently ended twelve-month period for which financial statements are available immediately preceding the making of such proposed Restricted Junior Payment, and (B) the twelve-month period immediately following the making of such Restricted Junior Payment, is equal to or greater than 1.1:1.0; then (x) the Borrowers and the Guarantor Subsidiaries may (through Holdings) (1) make Restricted Junior Payments in cash in an aggregate amount not to exceed (when combined with the amount specified in clause (2) below) $7,000,000 during such Fiscal Year, and (2) repurchase Capital Stock in an aggregate amount not to exceed (when combined with the amount specified in clause (1) above) $7,000,000 during such Fiscal Year; (b) the Borrowers and the Guarantor Subsidiaries may make Restricted Junior Payments to Holdings in an aggregate amount not to exceed $1,000,000 in any Fiscal Year to the extent necessary to permit Holdings to pay general administrative costs and expenses so long as no Default Holdings applies the amount of any such Restricted Junior Payment for such purpose, (c) the Borrowers and the Guarantor Subsidiaries may make Restricted Junior Payments to Holdings to the extent necessary to permit Holdings to discharge the consolidated tax liabilities of Holdings and its Subsidiaries, so long as Holdings applies the amount of any such Restricted Junior Payment for such purpose, (d) any Subsidiary of Holdings may make Restricted Junior Payments to any Credit Party (other than Holdings), (e) any Subsidiary of Holdings may make Restricted Junior Payments to Holdings to the extent that Holdings immediately transfers the amount of such Restricted Junior Payment by way of capital contribution to Canadian HoldCo, and Canadian HoldCo immediately transfers the amount of such Restricted Junior Payment by way of capital contribution to UK OpCo or Canadian OpCo, as the case may be, (f) Canadian OpCo and UK OpCo may make Restricted Junior Payments to Canadian HoldCo; provided that Canadian HoldCo immediately transfers the amount of such Restricted Junior Payment by way of capital contribution to UK OpCo or Canadian OpCo, as the case may be, and (g) any Subsidiary of Holdings may make Restricted Junior Payments to Holdings; provided that Holdings immediately transfers the amount of such Restricted Junior Payment by way of Capital Contribution to another Credit Party. Nothing contained in this Section 6.4 shall operate to permit or authorized the payment of any management or similar fee unless such payment is also permitted under Section 9.1(a)(ii) or Event of Default shall have occurred 6.11; provided, however, that any Credit Party may pay management fees, royalty fees, guarantee fees and be continuing and no Event of Default shall be caused therebyother similar fees to any other Credit Party, subject to the Credit Parties may make regularly scheduled payments of interest but no principal limitations contained in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt DocumentsSection 6.13.

Restricted Junior Payments. The Credit Parties will Parent and Borrower shall not, and shall not declare permit any of their respective Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at Payment; provided that (i) Borrower may make regularly scheduled payments of interest in respect of any time; providedSenior Subordinated Notes that remain outstanding as of the Restatement Date pursuant to subsection 7.1(v) and any Permitted Additional Subordinated Financing in accordance with the terms of, howeverand only to the extent required by, that and subject to the subordination provisions contained in the Senior Subordinated Note Indenture or the indenture governing any such Permitted Additional Subordinated Financing, as the case may be, as any such indenture may be amended from time to time to the extent permitted under subsection 7.12B, (ii) Borrower may make Restricted Junior Payments to Parent (a) in an aggregate amount not to exceed $2,000,000 in any Subsidiary Fiscal Year, to the extent necessary to permit Parent to pay its overhead expenses and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities of Parent and its Subsidiaries paid in cash, in each case so long as Parent applies the amount of any Core Ameresco Company such Restricted Junior Payment for such purpose, (iii) Borrower may make Restricted Junior Payments to pay dividends to such Core Ameresco Company; Additional Costs in accordance with the definition of Additional Costs, and (biv) so long as (A) no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Potential Event of Default shall have occurred and be continuing and no Default on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (B) after giving effect to the making of such Restricted Junior Payment Borrower shall be caused thereby, in pro forma compliance with each of the Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only during covenants contained in subsection 7.6 for the period commencing not earlier than 10 days after and ending not later than 90 days after, most recent full Fiscal Quarter immediately preceding the date of delivery the payment of such Restricted Junior Payment for which the audited annual relevant financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be information has been delivered pursuant to Section 7.1(cclauses (ii) hereofand (iii) of subsection 6.1, and (iiC) the Credit Parties Borrower shall have delivered to Administrative Agent an Officer’s Certificate in form and substance satisfactory to Administrative Agent (including a calculation of the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth contained in Section 8.10 hereof for subsection 7.6) certifying as to the period accuracy of four fiscal quarters occurring immediately after such payment; the foregoing clauses (A) and (dB) so long as no Default under Section 9.1(a)(iiabove, (1) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties Borrower may make regularly scheduled payments Restricted Junior Payments to Parent to the extent necessary to permit Parent to purchase, redeem, acquire or otherwise retire for value shares of interest Capital Stock of Parent held by directors, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issued, in an aggregate amount not to exceed $5,000,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but no principal not made) pursuant to this clause (iv)(1) in respect prior Fiscal Years, with up to a maximum amount of Subordinated Indebtedness on $10,000,000 over the dates term of this Agreement and (2) Borrower may make Restricted Junior Payments in an aggregate amount not to exceed $3,000,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the amounts set forth aggregate amount of Restricted Payments permitted (but not made) pursuant to this clause (iv)(2) in prior Fiscal Years, with up to a maximum amount of $10,000,000 during the applicable Subordinated Debt Documentsterm of this Agreement.

Restricted Junior Payments. The No Credit Parties will not declare Party shall, nor shall it permit any of its Subsidiaries through any manner or means or through any other Person to, declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at any time; provided, however, except that (a) any Subsidiary Company may make regularly scheduled payments of interest (and, in respect of any Core Ameresco Company may pay dividends Convertible Securities, regularly scheduled payments of principal and accreted value at scheduled maturity or upon mandatory redemption) in respect of any Subordinated Indebtedness in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the indenture or other agreement pursuant to which such Core Ameresco CompanySubordinated Indebtedness was issued; (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event would result therefrom, repurchases of Default shall be caused thereby, common stock of Company in an amount not to exceed the Borrower may redeem or purchase lesser of (i) $35.0 million in the capital stock aggregate over the term of this Agreement or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital the greater of (A) $10.0 million and (B) 50% of the aggregate amount of Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the Fiscal Quarter during which the Closing Date occurs to the end of the most recent Fiscal Quarter for aggregate cash consideration not in excess which financial statements have been made publicly available at the time of $11,320,000 at any time from and after the Restatement Datesuch repurchase; (c) acquire Capital Stock of Company in connection with the exercise of stock options or stock appreciation rights by way of cashless exercise or in connection with the satisfaction of withholding tax obligations; (d) purchase fractional shares of the Capital Stock of Company arising out of stock dividends, splits or combinations or business combinations; (e) honor any conversion request by a holder of any Convertible Indebtedness of Company or any of its Subsidiaries and make cash payments in lieu of fractional shares in connection with any conversion of any Convertible Indebtedness; (f) so long as no Default or Event of Default shall have has occurred and be is continuing and no Default or Event of Default shall be caused therebywould result therefrom, the Borrower may declare and pay cash dividendspurchase, provided that repurchase, redeem, defease, acquire or retire for value (i) Capital Stock of Company or any of its Subsidiaries from any officer, director, employee or consultant of Company or its Subsidiaries in an aggregate amount not to exceed $5.0 million during any year and (ii) any non-cash rights distributed in connection with any stockholder rights plan; (g) make any payment on or with respect to, or repurchase, redeem, defease or acquire or retire for value, any Convertible Indebtedness of Company in connection with (i) an optional redemption of such payments shall be made only during Convertible Indebtedness pursuant to the terms thereof; provided that the current market price per share of Company's common stock (calculated based upon the average closing price as reported on the Nasdaq National Market) (or any national securities exchange on which such common stock is listed) for the 30-trading day period commencing not earlier than 10 days after and ending not later than 90 days after, immediately preceding the date any notice of redemption is sent or published) into which such Convertible Indebtedness is convertible equals or exceeds 150% of the conversion price in effect for such Convertible Indebtedness on the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, such notice; and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be payment by Company of cash in projected pro-forma lieu of fractional shares deliverable upon conversion of any Convertible Indebtedness in compliance with the financial covenants set forth in Section 8.10 hereof for terms of the period of four fiscal quarters occurring immediately after instruments governing such paymentConvertible Indebtedness; and (dh) so long as no Default under Section 9.1(a)(ii) the Permitted Convertible Securities Refinancing Conditions are satisfied, voluntarily purchase or Event of Default shall have occurred and be continuing and no Event of Default shall be caused therebyvoluntarily redeem the Convertible Securities with, or voluntarily exchange the Credit Parties may Convertible Securities for, or otherwise make regularly scheduled payments of interest but no any voluntary principal or premium payment in respect of Subordinated Convertible Securities with, any combination of securities and cash; (i) make payments not in violation of the Interco Subordination Agreement in respect of Intercompany Indebtedness on permitted by Section 6.1(b); (j) transactions disclosed in Schedule 6.5 of the dates Disclosure Letter; and (k) in connection with any Permitted Acquisition or Permitted Program Acquisition, (i) receive or accept the amounts set forth return to Company or any of its Subsidiaries of Capital Stock of Company or any of its Subsidiaries constituting a portion of the purchase price consideration in the settlement of indemnification claims or (ii) make payments or distributions to dissenting stockholders pursuant to applicable Subordinated Debt Documentslaw.

Restricted Junior Payments. The Credit Parties will Borrowers shall not, and shall not declare permit any of their Restricted Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; provided, however, provided that Borrowers may (ai) any Subsidiary provided that no Event of any Core Ameresco Company may pay dividends to such Core Ameresco Company; (b) so long as no Default or Potential Event of Default has occurred and is continuing or would occur immediately after giving effect to such payment, (A) make regularly scheduled payments of interest in respect of any Subordinated Indebtedness, (B) make regularly scheduled payments of principal and no Default or Event accrued interest in respect of Default shall be caused therebyany Subordinated Indebtedness issued prior to the Closing Date, (C) pay Mandatory Redemption Amounts and accrued interest thereon in respect of any Subordinated Indebtedness and (D) redeem Subordinated Indebtedness from the proceeds of the prior issuance of Subordinated Indebtedness permitted pursuant to subsection 7.1(vi) provided that the Subordinated Indebtedness issued to make such redemption payments bears interest at a lower rate than the Subordinated Indebtedness so redeemed, in each case in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Borrower Approved Indenture pursuant to which such Subordinated Indebtedness was issued, as such indenture or other agreement may redeem or purchase (i) be amended from time to time to the capital stock or Equity Rights of any employeeextent permitted under subsection 7.12B, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together pay Permitted Cash Patronage Dividends; (b) redeem equity interests of patrons or Members with cash payments upon the Compliance Certificate required death of individual patrons or Members in an aggregate amount not to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to exceed $500,000 per Fiscal Year for all such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such paymentcash redemptions; and (dc) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness pay dividends on the dates and Company's Preferred Stock in the amounts set forth in the applicable Subordinated Debt Documentsan aggregate annual amount not to exceed $8,000,000.

Restricted Junior Payments. The Credit Parties will not declare or make Make any Restricted Junior Payment at any timePayment; provided, however, that that, (a) Parent may declare and pay dividends with respect to its common Stock payable solely in additional shares of its common Stock, and, with respect to its preferred Stock, payable solely in additional shares of such preferred Stock (which shall be Permitted Preferred Stock) or in shares of its common Stock, (b) each Loan Party may make Restricted Junior Payments to Parent or any other Loan Party and each Subsidiary of any Core Ameresco Company Loan Party that is not a Loan Party may pay dividends make Restricted Junior Payments to Parent or any other Subsidiary of Parent (and, in the case of a Restricted Junior Payment by a non-wholly owned Subsidiary, to any Loan Party and any other Subsidiary and to each other owner of Stock of such Core Ameresco Company; Subsidiary based on their relative ownership interests of the relevant class of Stock), (bc) so long as no Default Parent and its Subsidiaries may make Restricted Junior Payments pursuant to and in accordance with equity incentive plans, employment agreements or Event other benefit plans for management or employees of Default has occurred and is continuing and no Default the Parent or Event any of Default shall be caused thereby, its Subsidiaries made in the Borrower may redeem or purchase (i) the capital stock or Equity Rights ordinary course of any employee, officer or director of any Credit Party for such Person’s business in an aggregate cash consideration amount not to exceed $1,000,000 in any fiscal year and year, (iid) warrants commencing with the Fiscal Year ending December 31, 2018, on any date following the date on which Agent has received a prepayment (if required) pursuant to Section 2.4(d)(ii) arising from Excess Cash Flow for the immediately preceding Fiscal Year, Parent or any of its Subsidiaries may make any other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) Restricted Junior Payment so long as no Default or Event of Default shall have occurred immediately before and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that immediately after giving effect to any such paymentRestricted Junior Payment (i) no Event of Default exists, the Credit Parties shall be (ii) Borrowers are in projected pro-compliance on a pro forma compliance basis (giving effect to such Restricted Junior Payment) with the financial covenants set forth in Section 8.10 hereof 8 recomputed for the period most recently ended Fiscal Quarter for which financial statements have been delivered in accordance with Section 6.1, as if such Restricted Junior Payment had been made on the last day of four fiscal quarters occurring immediately after such payment; period, (iii) the Payment Conditions are satisfied and (div) so long as no Default under the amount of all such Restricted Junior Payments, together with all payments made pursuant to Section 9.1(a)(ii7.7(a)(i)(F) in any Fiscal Year do not exceed twenty-five percent (25%) of Excess Cash Flow for the immediately preceding Fiscal Year and (e) Parent or Event any of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties its Subsidiaries may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness any Restricted Junior Payment on the dates Closing Date to the extent required by the Merger Agreement, Stock Purchase Agreement, Rollover Agreement and in the amounts set forth in the applicable Subordinated Debt DocumentsAsset Purchase Agreements.

Restricted Junior Payments. The Credit Parties will Borrower shall not, and shall not declare permit any of its Restricted Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; provided, however, that (a) any Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Company; (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties Borrower may make regularly scheduled payments of interest but no principal in respect of the Subordinated Notes, in accordance with the terms of and to the extent required by, and subject to the subordination provisions contained in, the Subordinated Note Indentures and redeem, refinance, or replace the 9.00% Subordinated Notes due March, 2012 in accordance with subsection 7.1(vii) or other Subordinated Indebtedness on in accordance with subsection 7.1(ix); (ii) Borrower may make regularly scheduled payments of interest in respect of any other Subordinated Indebtedness in accordance with the dates terms of, and only to the extent required by, and subject to the subordination provisions contained in, the indenture or other agreement pursuant to which such Subordinated Indebtedness was issued, as such indenture or other agreement may be amended from time to time to the extent permitted under subsection 7.15B; (iii) Borrower may make a "Change of Control Offer" (as defined in either of the amounts set forth Subordinated Note Indentures) with respect to the Subordinated Notes; provided, however, that prior to making any such "Change of Control Offer", either (x) Borrower shall (1) repay in full all Obligations (including, without limitation, any unpaid principal, interest, fees, costs and expenses owed by Borrower under this Agreement or any other Loan Document) and terminate all outstanding Commitments under this Agreement or (2) offer to repay in full all Obligations (including, without limitation, any unpaid principal, interest, fees, costs and expenses owed by Borrower under this Agreement or any other Loan Document) and terminate all outstanding Commitments under this Agreement and to repay such Obligations owed to each Lender which has accepted such offer, or (y) Administrative Agent and Requisite Lenders shall otherwise approve such "Change of Control Offer" with respect to the applicable Subordinated Debt DocumentsNotes; (iv) Borrower may make Restricted Junior Payments to redeem its Capital Stock, up to an aggregate amount not to exceed $25,000,000 through Fiscal Year 2007 and after Fiscal Year 2007, an aggregate amount not to exceed $50,000,000 from and after the Effective Date, provided, further, in any Fiscal Year after Fiscal Year 2007, the Consolidated Total Leverage Ratio as of the last day of any Fiscal Quarter in which such Restricted Junior Payment is made, after giving pro forma effect to such Restricted Junior Payment, is less than 4.00 to 1.00, then no such dollar limitation shall apply; and (v) Borrower or any of its Restricted Subsidiaries may make Restricted Junior Payments to any Loan Party.

Restricted Junior Payments. The Credit Parties will Company shall not, and shall not declare permit any of its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; provided, however, that (a) any Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Company; (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare and pay cash dividends, provided that (i) such Company may make regularly -------- scheduled payments shall be made of interest in respect of the Existing Subordinated Indebtedness in accordance with the terms of, and only during to the period commencing not earlier than 10 days after extent required by, and ending not later than 90 days aftersubject to the subordination provisions contained in, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereofExisting Subordinated Agreements, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties Company may make regularly scheduled payments of interest but no principal in respect of the Senior Subordinated Indebtedness Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture, (iii) Company may make regularly scheduled payments of interest in respect of the Bridge Notes and the Rollover Notes, in an amount not to exceed 15% per annum in cash and an additional 2% per annum in the form of additional Bridge Notes or Rollover Notes, in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Bridge Loan Agreement, (iv) Company may make regularly scheduled sinking fund payments in accordance with the terms of, and only to the extent required by, the Existing Subordinated Note Indenture and may repay the outstanding principal amount of the Existing Senior Subordinated Notes on the dates scheduled maturity thereof, (v) Company may exchange the Bridge Notes for the Rollover Notes and may repay the principal amount and premium, if any, of the Bridge Notes or the Rollover Notes with the proceeds of the Senior Subordinated Notes, (vi) Company may exchange Company Series A Preferred Stock and Company Series C Preferred Stock for Company Series B Preferred Stock and may exchange Company Series A Preferred Stock, Company Series B Preferred Stock or Company Series C Preferred Stock for common stock of Company, in each case as contemplated in the amounts set forth Securities Purchase Agreement, (vii) Company may repurchase common stock of Company that constitutes odd lots pursuant to a program established by Company for the repurchase of such odd lots in the applicable Subordinated Debt Documentsan aggregate amount not to exceed $100,000, (viii) Company may purchase shares of DMG Common Stock from holders who have perfected their statutory appraisal rights, (ix) any Subsidiary may declare and pay dividends to Company or any wholly-owned Subsidiary of Company, and (x) Company and its Subsidiaries may purchase shares of Capital Stock of any Subsidiary owned by professional engineers in connection with licensing requirements in an aggregate amount not to exceed $500,000.

Restricted Junior Payments. The Credit Parties will Borrower shall not, and Borrower shall not declare permit any of its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any time; Payment, provided, howeverthat, that (a) any Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Company; (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused therebyaccrued and unpaid interest is owing on the Loans, the Borrower may redeem or purchase (i) Borrower may make scheduled interest and principal payments on the capital stock or Equity Rights Seller Notes not more than once each Fiscal Year from Consolidated Excess Cash Flow remaining following payment in full for such Fiscal Year of any employeeamounts required to be paid pursuant to subsection 2.4(h) hereof, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess Borrower may make scheduled interest and principal payments on the O'Lexxx Xxxler Note from the Net Cash Proceeds of $11,320,000 at any time from and after the Restatement Datea Permitted Equity Financing; (ciii) so long as no Default or Event following the consummation of Default shall have occurred and be continuing and no Default or Event of Default shall be caused therebyan Initial Public Offering, the Borrower may declare prepay amounts outstanding under the Seller Notes and pay cash dividends, provided that the O'Lexxx Xxxler Note from either (ix) the Consolidated Excess Cash Flow remaining following payment in full for such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date Fiscal Year of delivery of the audited annual financial statements for the previous fiscal year amounts required to be delivered by the Credit Parties paid pursuant to Section 7.1 (asubsection 2.4(h) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and or (iiy) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such paymentNet Cash Proceeds obtained from an Initial Public Offering; and (div) so long as no Default under Section 9.1(a)(ii) or Event following the consummation of Default shall have occurred and be continuing and no Event of Default shall be caused therebyan Initial Public Offering, the Credit Parties Borrower may make regularly scheduled payments to shareholders in lieu of interest but no principal the issuance of fractional shares and may acquire or make cash payments in respect lieu of, shares of Subordinated Indebtedness on capital stock of warrants for capital stock of Borrower held by any officer or employee up to the dates and in the amounts set forth in the applicable Subordinated Debt Documentstermination of such Person's employment with Borrower or any of its Subsidiaries.

Restricted Junior Payments. The Credit Parties will Holdings and Company shall not, and shall not declare permit any of their respective Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; provided, however, provided that (ai) any -------- Subsidiary of any Core Ameresco Company may pay dividends to its equityholders, (ii) Company may make dividends to its partners necessary to consummate the Recapitalization Transactions, (iii) Holdings and Company may make any Restricted Junior Payments in accordance with the terms of, and only to the extent required by, the Recapitalization Agreement (iv) Company may make regularly scheduled payments of principal and interest in respect of the Senior Notes in accordance with the terms thereof, (v) Company may make Restricted Junior Payments to Holdings to the extent required for Holdings to make, and Holdings may make, regularly scheduled payments of interest in respect of the Shareholder Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, such Core Ameresco Company118 Shareholder Subordinated Notes, as applicable, (vi) Company may make regularly scheduled principal and interest payments in respect of Permitted Seller Notes to the extent permitted under subsection 7.1(viii) in accordance with the terms of, and subject to the subordination provisions contained in, such Permitted Seller Notes; (bvii) so long Holdings may pay regularly scheduled distributions on the Preferred Units and Qualified Preferred Units pursuant to the terms thereof solely through the issuance of additional shares of such units, or by an increase in the liquidation preference thereof; (viii) Company may exchange the Senior Notes as no Default or Event of Default has occurred contemplated by the Senior Note Indenture, and is continuing Holdings may exchange the Senior Discount Debentures in accordance with the Senior Discount Debentures; (ix) Company may make Restricted Junior Payments to Holdings, and no Default or Event of Default shall be caused therebyHoldings may make Restricted Junior Payments, the Borrower may redeem or purchase (ia) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for in an aggregate cash consideration amount not to exceed $1,000,000 in any fiscal year Fiscal Year, to the extent necessary to permit Holdings to pay accounting, legal, SEC related, and similar fees and expenses and (iib) warrants or other equity interests held by Boston Capital to the partners of Holdings and the General Partner for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement DatePermitted Tax Distributions; (cx) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing continuing, Company may make Restricted Junior Payments to Holdings, and no Default Holdings may make Restricted Junior Payments, to permit the payment of the Xxxx Management Fees under the Xxxx Advisory Services Agreement and (xi) Company may make Restricted Junior Payments to Holdings to the extent required for Holdings to make, and Holdings may make, Restricted Junior Payments in an aggregate amount not to exceed $1,500,000 in any Fiscal Year to the extent necessary to make repurchases of Securities (and options or Event warrants to purchase such Securities) of Default Holdings from employees (a) upon termination (including by reason of death, disability or retirement) of such employees or (b) pursuant to a contractual obligation of Holdings or any of its Subsidiaries; provided however that, such amount for any Fiscal Year shall be caused thereby-------- ------- increased by an amount equal to the excess, the Borrower may declare and pay cash dividendsif any, provided that (i) of such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements amount for the previous fiscal year required to Fiscal Year (as adjusted in accordance with this proviso) over the actual amount expended for such previous Fiscal Year; provided further that such -------- amount shall be delivered reduced by the Credit Parties pursuant aggregate amount of all principal and interest payments made on any Shareholder Subordinated Notes permitted under subsection 7.1(vii) in such Fiscal Year; and, provided still further, that any Restricted -------- ----- ------- Junior Payments by Company to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties Holdings permitted under this subsection shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof applied by Holdings for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal purposes specified in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documentsthis subsection.

Restricted Junior Payments. The Credit Parties will Company shall not, and shall not declare permit any of its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; provided, however, provided that (i) Company may make Restricted Junior Payments to Holdings (a) any Subsidiary to the extent necessary to permit Holdings to (I) pay the franchise fees or similar Taxes and fees required to maintain its corporate existence, (II) discharge the consolidated (or a unitary or combined state and local) Tax liabilities of Holdings and its Subsidiaries and (III) pay Taxes which are not determined by reference to income, but which are imposed on Holdings as a result of Holdings’ direct or indirect ownership of the equity of the Company, in each case so long as Holdings applies the amount of any Core Ameresco Company may pay dividends to such Core Ameresco Company; Restricted Junior Payment for such purpose, (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for in an aggregate cash consideration amount not to exceed $1,000,000 5,000,000 in any fiscal year Fiscal Year, to the extent necessary to permit Holdings to pay general administrative costs and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from expenses and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, in an aggregate amount not to exceed $2,000,000 in any Fiscal Year, with unused amounts being available in future Fiscal Years, to the Borrower may declare and pay cash dividends, provided that extent necessary to permit Holdings to repurchase shares of Capital Stock of Holdings (ior options or warrants to acquire Capital Stock of Holdings) such payments shall be made only during the period commencing not earlier from employees of Company (other than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (aa Stock Repurchase) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered Company may make Restricted Junior Payments to Holdings to the Agent evidence extent necessary to permit one or more Stock Repurchases; provided that (a) the aggregate amount of such Stock Repurchases shall not exceed $25,000,000 in the aggregate for all such Stock Repurchases on or after the Closing Date; (b) the Consolidated Leverage Ratio as at the last day of the immediately preceding Fiscal Quarter, after giving effect to any such paymentStock Repurchase and any other Stock Repurchases since the end of such Fiscal Quarter, in each case, as though such Stock Repurchases had been made on the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period last day of four fiscal quarters occurring immediately after such paymentFiscal Quarter, is less than 3.50:1:00; and (dc) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused therebyafter giving effect to any such Stock Repurchase, the Credit Parties may make regularly scheduled payments Revolving Loan Commitment then in effect would exceed the Total Utilization of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt DocumentsRevolving Loan Commitments by not less than $25,000,000.

Restricted Junior Payments. The Credit Parties will not declare Directly or indirectly through any manner or means, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at any time; provided, however, except that (a) any Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Company; (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare and pay cash dividendsdividends or make other distributions ratably to the Borrower or any Subsidiary of the Borrower and to each other holder of equity therein, (b) the Borrower may make payments in an aggregate amount not to exceed $5,000,000 in any Fiscal Year to permit the Borrower to purchase common stock or common stock options of the Borrower from present or former officers, directors or employees of the Borrower (or their respective estates, spouses or former spouses) or any of its Subsidiaries upon the death, disability or termination of employment of such officer or employee, (c) the Borrower or any Subsidiary may make Restricted Junior Payments in an amount not to exceed from the Closing Date and through the date of such Restricted Junior Payment 100% of Adjusted Net Income calculated as of the last day of the Fiscal Quarter most recently ended for which financial statements are available and (d) the Borrower or any Subsidiary may make other Restricted Junior Payments; provided that in the case of this clause (d) both immediately prior to and after giving effect thereto (i) such payments Default shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days afterexist or result therefrom, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties Total Debt to Tangible Net Worth Ratio shall have delivered be less than 6.00 to the Agent evidence that 1.00, calculated on a pro forma basis after giving effect to such payment, Restricted Junior Payment as of the Credit Parties shall be in projected pro-forma compliance with last day of the most recently ended Fiscal Quarter for which financial covenants set forth in statements have been delivered pursuant to Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; 5.01(b) or (c) and (diii) so long the Borrowing Base Coverage Ratio, as no Default under of the last day of the last calendar month for which a Borrowing Base Certificate is required to have been delivered pursuant to Section 9.1(a)(ii5.01(f) calculated on a pro forma basis after giving effect to such Restricted Junior Payment, is greater than or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documentsequal to 2.00 to 1.00.

Restricted Junior Payments. The No Credit Parties will not declare Party shall, nor shall it permit any of its Subsidiaries or Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at except that, (a) so long as no Default or Event of Default shall be caused thereby, Company may make Restricted Junior Payments to Parent to the extent necessary to permit Parent to pay reasonable general administrative costs and expenses and to discharge the consolidated tax liabilities of Parent and its Subsidiaries, in each case, so long as Parent applies the amount of any timesuch Restricted Junior Payment for such purpose, (b) so long as no Default or Event of Default is continuing or caused thereby, Company and Parent may make Restricted Junior Payments in an amount not to exceed $1,000,000 in any Fiscal Year pursuant to and in accordance with stock option plans, bonus plans or other benefit plans or arrangements for management or employees of any Credit Party and their Subsidiaries; provided, however, that to the extent such amounts are not used, such amounts shall roll over to subsequent Fiscal Years and such rolled over amounts may be expended in addition to the foregoing annual limitation, (ac) any Subsidiary so long as no Default or Event of any Core Ameresco Default is continuing or caused thereby, Company may pay dividends to or on behalf of Parent to repurchase the Capital Stock of Parent owned by members of management who are no longer employed (and Parent may make such Core Ameresco Companyrepurchases) so long as the aggregate amount of such repurchases in any Fiscal Year does not exceed $2,000,000; provided, however, to the extent such amounts are not used, such amounts shall roll over to subsequent Fiscal Years and such rolled over amounts may be expended in addition to the foregoing annual limitation, (bd) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused therebywould result therefrom, the Credit Parties may make regularly scheduled repayments of intercompany Indebtedness to Foreign Subsidiaries (to the extent that such intercompany Indebtedness was incurred by the Credit Parties following the Closing Date) in an amount such that, after giving effect to any particular repayment of intercompany Indebtedness made after the Closing Date, the aggregate net amount repaid by the Credit Parties shall not at any time exceed $10,000,000 within a Fiscal Year, and (e) Company may make interest payments of interest but no principal in respect of Subordinated Indebtedness on the dates Indebtedness outstanding under the Second Lien Term Loan Agreement, so long as, to the extent such interest is paid in cash, the following conditions shall be satisfied: (i) no Event of Default has occurred and in continuing or would result therefrom, (ii) the amounts set forth in average of daily Excess Availability for the applicable Subordinated Debt Documents90 days prior to the making of any such interest payments giving pro forma effect to the interest payments shall be not less than $50 million and (iii) the projected average of daily Excess Availability for the 90 days after the closing of any such interest payments giving pro forma effect to the interest payments shall be not less than $50 million based on projections presented by Company to the Administrative Agent and reasonably satisfactory to the Administrative Agent.

Restricted Junior Payments. The Credit Parties will Holdings and Company shall not, and shall not declare permit any of their respective Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; provided, however, provided that (ai) any -------- Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Company or a Subsidiary of Company; (ii) Company may make regularly scheduled payments of principal and interest in respect of the Senior Notes in accordance with the terms thereof; (iii) Company may make Restricted Junior Payments to Holdings to the extent required for Holdings to make, and Holdings may make, regularly scheduled payments of interest in respect of the Shareholder Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, such Shareholder Subordinated Notes, as applicable; (iv) Holdings and Company may make or make distribution to Holdings to make regularly scheduled principal and interest payments in respect of Permitted Seller Notes to the extent permitted under subsection 7.1(viii) in accordance with the terms of, and subject to the subordination provisions contained in, such Permitted Seller Notes; (v) Holdings may pay regularly scheduled distributions on the Preferred Units, Series B Preferred Units and Qualified Preferred Units pursuant to the terms thereof solely through the issuance of additional shares of such units, or by an increase in the liquidation preference thereof; (vi) Company may exchange the Senior Notes as contemplated by the Senior Note Indenture, and Holdings may exchange the Senior Discount Debentures in accordance with the Senior Discount Indenture; (vii) Company may make Restricted Junior Payments to Holdings and the General Partner, and Holdings may make Restricted Junior Payments, (a) to the extent necessary to permit Holdings to pay reasonable accounting, legal, SEC related, and similar fees and expenses and fees, expenses and indemnities payments to directors or members of board of managers of Holdings or the General Partner and (b) to the partners of Holdings and the General Partner for Permitted Tax Distributions; (viii) so long as no Default or Potential Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing continuing, Company may make Restricted Junior Payments to Holdings and no Default the General Partner, and Holdings and the General Partner may make Restricted Junior Payments, to permit the payment of the Xxxx Management Fees under the Xxxx Advisory Services Agreement; (ix) Company may make Restricted Junior Payments to Holdings and the General Partner to the extent required for Holdings and General Partner to make, and Holdings may make, Restricted Junior Payments in an aggregate amount not to exceed $3,000,000 in any Fiscal Year to the extent necessary to make repurchases of Securities (and options or Event warrants to purchase such Securities) of Default Holdings from employees (a) upon termination (including by reason of death, disability or retirement) of such employees or (b) pursuant to a contractual obligation of Holdings or any of its Subsidiaries; provided that, such amount for any Fiscal Year shall be caused therebyincreased by an amount -------- equal to the excess, the Borrower may declare and pay cash dividendsif any, provided that (i) of such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements amount for the previous fiscal year required to Fiscal Year (as adjusted in accordance with this proviso) over the actual amount expended for such previous Fiscal Year; provided further that, such amount shall be delivered reduced -------- ------- by the Credit Parties aggregate amount of all principal and interest payments made on any Shareholder Subordinated Notes permitted under subsection 7.1(vii) in such Fiscal Year; provided further that, such amount for any Fiscal Year shall be -------- ------- increased by an amount equal to the proceeds of a substantially concurrent sale for cash of Securities of Holdings or the Company; (x) Holdings or the Company may make Restricted Junior Payments in connection with repurchases of equity Securities deemed to occur upon the exercise of stock options if such Securities represent a portion of the exercise price thereof; (xi) in the event that any letter of intent or purchase agreement entered into pursuant to Section 7.1 (asubsection 7.7(xi) hereofis terminated and the Company or any Subsidiary is entitled to a reimbursement of any xxxx xxxxxxx money deposit made by it in connection therewith, together with the Compliance Certificate required Company may make a Restricted Junior Payment to be delivered pursuant to Section 7.1(c) hereofHoldings and the General Partner, and (ii) Holdings may make a Restricted Junior Payment in an amount not to exceed the Credit Parties shall have delivered to the Agent evidence that after giving effect to amount of such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) reimbursement payment so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred then exists; (xii) Holdings may issue Common Units to the holders of Preferred Units or Series B Preferred Units upon conversion thereof; (xiii) Holdings may acquire its equity Securities solely in exchange for other equity Securities permitted to be issued hereunder; (xiv) the Company and be continuing and no Event its Subsidiaries may make Restricted Junior Payments to Subsidiaries in connection with any direct or indirect redemption, retirement or repurchase or other acquisition for value of Default the equity securities of such Person; provided that any -------- such repurchase or redemption shall be caused thereby, the Credit Parties solely in exchange for non-cash consideration permitted to be made under this Agreement; and (xv) Company may make regularly scheduled payments dividends to Holdings for the purpose of interest but no principal financing the cash portion of the Acquisition consideration payable in respect connection with a Permitted Acquisition to be consummated by or through a Transitory Subsidiary, provided that any amount -------- of Subordinated Indebtedness on such dividend shall be applied in full immediately to pay such cash portion of such Acquisition Consideration; provided, that, any Restricted Junior -------- Payments by Company to Holdings permitted under this subsection shall be applied by Holdings for the dates and purposes specified in the amounts set forth in the applicable Subordinated Debt Documentsthis subsection.

Restricted Junior Payments. The Credit Parties will Company shall not, and shall not declare permit any of its Restricted Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; provided, however, that (a) any Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Company; (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare and pay cash dividends, provided that (i) such Company may make -------- regularly scheduled payments shall be made only during of interest in respect of the period commencing not earlier than 10 days after Subordinated Notes, in accordance with the terms of and ending not later than 90 days afterto the extent required by, and subject to the subordination provisions contained in, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and Subordinated Note Indenture; (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties Company may make regularly scheduled payments of interest but no principal in respect of any other Subordinated Indebtedness on in accordance with the dates terms of, and only to the extent required by, and subject to the subordination provisions contained in, the indenture or other agreement pursuant to which such Subordinated Indebtedness was issued, as such indenture or other agreement may be amended from time to time to the extent permitted under subsection 7.15B; and (iii) Company may make a "Change of Control Offer" (as defined in the amounts set forth Subordinated Note Indenture) with respect to the Subordinated Notes; provided, however, that -------- ------- prior to making any such "Change of Control Offer", either (x) Company shall (1) repay in full all Obligations (including, without limitation, any unpaid principal, interest, fees, costs and expenses owed by 107 Company under this Agreement or any other Loan Document) and terminate all outstanding Commitments under this Agreement or (2) offer to repay in full all Obligations (including, without limitation, any unpaid principal, interest, fees, costs and expenses owed by Company under this Agreement or any other Loan Document) and terminate all outstanding Commitments under this Agreement and to repay such Obligations owed to each Lender which has accepted such offer, or (y) Administrative Agent and Requisite Lenders shall otherwise approve such "Change of Control Offer" with respect to the applicable Subordinated Debt DocumentsNotes.

Restricted Junior Payments. The Credit Parties will Company shall not, and shall not declare permit any of its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; provided, however, provided that (a) any Subsidiary if no Event of any Core Ameresco Company may pay dividends to such Core Ameresco Company; (b) so long as no Default or Potential Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties Company may make regularly scheduled payments of interest but no interest, principal and premium, if any, in respect of any Subordinated Indebtedness on in accordance with the dates terms of, and only to the extent required by, and subject to the subordination provisions contained in, the indenture or other agreement pursuant to which such Subordinated Indebtedness was issued, as such indenture or other agreement may be amended from time to time to the extent permitted under subsection 7.12; (b) if no Event of Default has occurred and is continuing, Company and its Subsidiaries may pay intercompany Subordinated Indebtedness permitted by Section 7.1(iv); (c) if no Event of Default has occurred and is continuing, Company may purchase, repurchase, redeem, defease, acquire or retire for value (i) any non-cash rights distributed in connection with any stockholder rights plan and (ii) any outstanding warrants, options or other rights to acquire shares of any class of stock of Company in exchange for other warrants, options or other rights to acquire shares of any class of capital stock; (d) Company may acquire Capital Stock of Company in connection with the amounts set forth exercise of stock options or stock appreciation rights by way of cashless exercise or in connection with the applicable satisfaction of withholding tax obligations; (e) Company may purchase fractional shares of the Capital Stock of Company arising out of stock dividends, splits or combinations or business combinations; and (f) Company may honor any request by a holder of any Subordinated Debt DocumentsIndebtedness of Company or any of its Subsidiaries to convert such Subordinated Indebtedness into common stock of the Company and make cash payments in lieu of fractional shares in connection with any such conversion of any Subordinated Indebtedness into common stock of the Company.

Restricted Junior Payments. The Credit Parties will Holdings and Company shall not, and shall not declare permit any of their respective Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; provided, however, provided that (ai) any -------- Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Company or a Subsidiary of Company; (ii) Company may make dividends to its partners necessary to consummate the Recapitalization Transactions; (iii) Holdings and Company may make any Restricted Junior Payments in accordance with the terms of, and only to the extent required by, the Recapitalization Agreement; (iv) Company may make regularly scheduled payments of principal and interest in respect of the Senior Notes in accordance with the terms thereof; (v) Company may make Restricted Junior Payments to Holdings to the extent required for Holdings to make, and Holdings may make, regularly scheduled payments of interest in respect of the Shareholder Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, such Shareholder Subordinated Notes, as applicable; (vi) Holdings and Company may make or make distribution to Holdings to make regularly scheduled principal and interest payments in respect of Permitted Seller Notes to the extent permitted under subsection 7.1(viii) in accordance with the terms of, and subject to the subordination provisions contained in, such Permitted Seller Notes; (vii) Holdings may pay regularly scheduled distributions on the Preferred Units and Qualified Preferred Units pursuant to the terms thereof solely through the issuance of additional shares of such units, or by an increase in the liquidation preference thereof; (viii) Company may exchange the Senior Notes as contemplated by the Senior Note Indenture, and Holdings may exchange the Senior Discount Debentures in accordance with the Senior Discount Indenture; (ix) Company may make Restricted Junior Payments to Holdings and the General Partner, and Holdings may make Restricted Junior Payments, (a) to the extent necessary to permit Holdings to pay reasonable accounting, legal, SEC related, and similar fees and expenses and fees, expenses and indemnities payments to directors or members of board of managers of Holdings or the General Partner and (b) to the partners of Holdings and the General Partner for Permitted Tax Distributions; (x) so long as no Default or Potential Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing continuing, Company may make Restricted Junior Payments to Holdings and no Default the General Partner, and Holdings and the General Partner may make Restricted Junior Payments, to permit the payment of the Xxxx Management Fees under the Xxxx Advisory Services Agreement; (xi) Company may make Restricted Junior Payments to Holdings and the General Partner to the extent required for Holdings and General Partner to make, and Holdings may make, Restricted Junior Payments in an aggregate amount not to exceed $1,500,000 in any Fiscal Year to the extent necessary to make repurchases of Securities (and options or Event warrants to purchase such Securities) of Default Holdings from employees (a) upon termination (including by reason of death, disability or retirement) of such employees or (b) pursuant to a contractual obligation of Holdings or any of its Subsidiaries; provided that, such amount for any Fiscal -------- Year shall be caused therebyincreased by an amount equal to the excess, the Borrower may declare and pay cash dividendsif any, provided that (i) of such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements amount for the previous fiscal year required to Fiscal Year (as adjusted in accordance with this proviso) over the actual amount expended for such previous Fiscal Year; provided further that, -------- ------- such amount shall be delivered reduced by the Credit Parties aggregate amount of all principal and interest payments made on any Shareholder Subordinated Notes permitted under subsection 7.1(vii) in such Fiscal Year; provided further that, such amount for -------- ------- any Fiscal Year shall be increased by an amount equal to the proceeds of a substantially concurrent sale for cash of Securities of Holdings or the Company, (xiii) Holdings or the Company may make Restricted Junior Payments in connection with repurchases of equity Securities deemed to occur upon the exercise of stock options if such Securities represent a portion of the exercise price thereof; (xiii) in the event that any letter of intent or purchase agreement entered into pursuant to Section 7.1 (a7.7(xi) hereofis terminated and the Company or any Subsidiary is entitled to a reimbursement of any xxxx xxxxxxx money deposit made by it in connection therewith, together with the Compliance Certificate required Company may make a Restricted Junior Payment to be delivered pursuant to Section 7.1(c) hereofHoldings and the General Partner, and (ii) Holdings may make a Restricted Junior Payment in an amount not to exceed the Credit Parties shall have delivered to the Agent evidence that after giving effect to amount of such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) reimbursement payment so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred then exists; (xiv) Holdings may issue Common Units to the holders of Preferred Units upon conversion thereof; and (xvi) Holdings may acquire its equity Securities solely in exchange for other equity Securities permitted to be continuing and no Event of Default issued hereunder; provided still further, that, any Restricted -------- ----- ------- Junior Payments by Company to Holdings permitted under this subsection shall be caused thereby, applied by Holdings for the Credit Parties may make regularly scheduled payments of interest but no principal purposes specified in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documents.this subsection. 121

Restricted Junior Payments. The No Credit Parties will not declare Party shall, nor shall it permit any of its Subsidiaries or Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at any time; provided, however, except that (a) any Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Company; (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred then exist and be continuing and no Default or Event of Default shall be caused therebycontinuing, the Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties Company may make regularly scheduled payments of interest but no principal in respect of any Subordinated Indebtedness on in accordance with the dates terms of, and only to the extent required by, and subject to the subordination provisions contained in, the indenture or other agreement pursuant to which such Subordinated Indebtedness was issued as such indenture or other agreement may be amended from time to time to the extent permitted under Section 6.14; (b) (i) upon receipt by Company of proceeds from the issuance of the Company IPO, so long as the pro forma Senior Leverage Ratio for the most recently ended twelve month period is not in excess of 2.25:1.00, Company may make voluntary redemptions and prepayments of principal, interest and any premium with respect to the Senior Subordinated Notes (the "Senior Subordinated Note Repayments") with the proceeds received by Company from the issuance of the Company IPO (net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses); and (ii) to the extent that following any Senior Subordinated Note Repayments, a portion of the Senior Subordinated Notes remains outstanding, then Company may make additional voluntary redemptions and prepayments of the remaining principal, interest any premium with respect to the remaining outstanding amount of Senior Subordinated Notes in any Fiscal Year in an aggregate amount not to exceed in such Fiscal Year, (x) $3,000,000 in the amounts event that Company's Leverage Ratio for the last four Fiscal Quarters most recently ended is greater than 3.00:1.00; (y) $10,000,000 in the event that Company's Leverage Ratio for the last four Fiscal Quarters most recently ended is less than or equal to 3.00:1.00, but greater than 2.00:1.00; and (z) no limit if the Company's Leverage Ratio for the last four Fiscal Quarters most recently ended is less than or equal to 2:00:1.00 (such prepayments set forth in this clause (ii), the applicable "Senior Subordinated Debt DocumentsNote Prepayments Amount"); and (c) Company may repurchase stock and options from any stockholder (y) in exchange for Capital Stock of Company or (z) in exchange for Cash and Cash Equivalents in an amount not to exceed $5,000,000 in any Fiscal Year and $20,000,000 in the aggregate from the Closing Date to the date of determination.

Restricted Junior Payments. The Credit Parties will Company shall not, and shall not declare permit any of its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at Payment; provided that Company may (i) make regularly scheduled payments of interest in respect of any time; providedSubordinated Indebtedness in accordance with the terms of, howeverand only to the extent required by, that and subject to the subordination provisions contained in, the indenture or other agreement pursuant to which such Subordinated Indebtedness was issued, as such indenture or other agreement may be amended from time to time to the extent permitted under subsection 7.11A, (ii) (a) any Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Company; (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Potential Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, excluding the Borrower may declare and repurchases of Equity Interests described in clause (b) of this subsection 7.5, pay cash dividendsdividends on, repurchase or redeem its Equity Interests or repay Subordinated Indebtedness in an amount not to exceed the Company’s Share of Consolidated Excess Cash Flow at the time thereof; provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery Consolidated Leverage Ratio as of the audited annual financial statements for last day of the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to Fiscal Quarter immediately preceding such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; repurchase, redemption or repayment is less than 3.00:1.00 and (db) so long as no Event of Default under Section 9.1(a)(ii) or Potential Event of Default shall have occurred and be continuing or would result therefrom, repurchase its Equity Interests owned by directors, officers and employees of Company or its Subsidiaries or make payments to directors, officers and employees of Company or its Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to management or other incentive plans or in connection with the death or disability of such directors, officers and employees in an aggregate amount, together with principal payments on Indebtedness permitted pursuant subsection 7.1(ix), not to exceed $1,000,000 in any Fiscal Year, (iii) repay Subordinated Indebtedness (including the Senior Subordinated Notes) with the proceeds of other Subordinated Indebtedness permitted to be incurred pursuant to subsection 7.1(vi) or with the proceeds of Equity Interests of Company, (iv) repay the Senior Subordinated Notes with proceeds of additional Term Loans and Revolving Loans, in each case made to Company on the Fourth Restatement Effective Date (provided that the proceeds thereof shall be irrevocably deposited with the trustee under the Senior Subordinated Note Indenture on the Fourth Restatement Effective Date for the purpose of redeeming the Senior Subordinated Notes in accordance with the Fourth Restatement Effective Date Notice of Redemption (as defined in the Amendment and Restatement Agreement)) and (v) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or shall be caused thereby, repay the Credit Parties may make regularly scheduled payments Senior Subordinated Notes; provided that (A) Company is in Pro Forma Compliance with the minimum Consolidated Fixed Charge Coverage Ratio then permitted by subsection 7.6A, (B) Company is in Pro Forma Compliance with the maximum Consolidated Leverage Ratio then permitted by subsection 7.6B less 0.25x and (C) after giving effect to such repayment, the sum of interest but the Revolving Loan Commitment Amount then in effect minus the Total Utilization of Revolving Loan Commitments plus the aggregate amount of unrestricted Cash of Company and its Subsidiaries (in each case free and clear of all Liens, other than Liens granted under the Collateral Documents and nonconsensual liens permitted by subsection 7.2) would be no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documentsless than $45,000,000.

Restricted Junior Payments. The Each Credit Parties will Agreement Party shall not, and shall not declare permit any of its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; providedprovided (i) that Borrower may make regularly scheduled payments of interest in respect of the Senior Notes in accordance with the terms of, howeverand only to the extent required by the indenture or other agreement pursuant to which such Senior Notes were issued, that as such indenture or other agreement may be amended from time to time to the extent permitted under subsection 7.12B, (a) any Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Company; (bii) so long as (A) no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Potential Event of Default shall have occurred and be continuing and no Default on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (B) after giving effect to the making of such Restricted Junior Payment the Credit Agreement Parties shall be caused thereby, in pro forma compliance with each of the Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only during covenants contained in subsection 7.6 for the period commencing not earlier than 10 days after and ending not later than 90 days after, most recent full Fiscal Quarter immediately preceding the date of delivery of such payment for which the audited annual relevant financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be information has been delivered pursuant to Section 7.1(cclauses (ii) hereofand (iii) of subsection 6.1, and (iiC) the Credit Parties Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent (including a calculation of the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth contained in Section 8.10 hereof for subsection 7.6) certifying as to the period accuracy of four fiscal quarters occurring immediately the foregoing clauses (A) and (B) above, either Credit Agreement Party or, if after such paymentthe Qualified Reorganization Date, Additives, may make (1) Restricted Junior Payments described in subsection (i) of the definition of Restricted Junior Payment and (2) Restricted Junior Payments described in subsections (ii) and (iii) of the definition of Restricted Junior Payment; provided, that the aggregate amount of Restricted Junior Payments made pursuant to the preceding clauses (1) and (2) shall not exceed $5,000,000 in the aggregate in any Fiscal Year; and (diii) on and after the Qualified Holding Company Formation Date, so long as no Event of Default under Section 9.1(a)(ii) or Potential Event of Default shall have occurred and be continuing and no Event of Default or shall be caused thereby, Borrower, or if on or after the Credit Parties Qualified Reorganization Date, Borrower and Additives, may make regularly scheduled payments Restricted Junior Payments to Holdings (a) in an aggregate amount not to exceed $500,000 in any Fiscal Year, to the extent necessary to permit Holdings to pay general administrative costs and expenses and (b) to the extent necessary to permit Holdings to discharge the consolidated tax liabilities of interest but no principal Holdings and its Subsidiaries, in respect each case so long as Holdings applies the amount of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documentsany such Restricted Junior Payment for such purpose.

Restricted Junior Payments. The Credit Parties will not declare or make Make any Restricted Junior Payment at any timePayment; provided, however, that (a) any Subsidiary of Parent may declare and pay dividends to a Loan Party (other than Parent), (b) any Core Ameresco Company Subsidiary of Parent may pay dividends to Parent (i) in amounts necessary to pay customary expenses of the Parent in the ordinary course of its business as a public holding company (including salaries and related reasonable and customary expenses incurred by employees of the Parent) and (ii) in amounts necessary to pay taxes when due and owing by Parent, (c) any Subsidiary of Parent or the applicable parent company of such Core Ameresco Company; Subsidiary may make Restricted Junior Payments to such Subsidiary's shareholders and employees and management personnel of such Subsidiary's shareholders pursuant to the terms of the shareholder agreements or similar agreements between such Subsidiary or the applicable parent company of such Subsidiary and such shareholders (bexcluding payments in respect of and pursuant to Management Appreciation Interests, but including payments in respect of and pursuant to the Put Obligations), (d) so long as (i) no Default or Event of Default has occurred exists or would otherwise arise as a result thereof, (ii) Excess Availability, after giving effect thereto, exceeds the Applicable Excess Availability Amount and (iii) Availability, after giving effect thereto, exceeds the Applicable Availability Amount, Parent and any Subsidiary of Parent may (x) repurchase from its employees Stock of Parent or such Subsidiary or (y) declare or pay any dividend or make any other payment or distribution, direct or indirect, on account of Management Appreciation Interests of Parent or such Subsidiary up to an aggregate amount, for all such repurchases, dividends, payments and distributions by Parent and all Subsidiaries of Parent permitted pursuant to this clause (d), not to exceed $15,000,000 in any fiscal year; provided, that if the amount of repurchases, dividends, payments and distributions permitted to be made in any fiscal year as set forth in the preceding clause (d) is continuing greater than the actual amount of repurchases, dividends, payments and distributions actually made pursuant to the preceding clause (d) in such fiscal year (the amount by which such permitted repurchases, dividends, payments and distributions for such fiscal year exceeds the actual amount of repurchase, dividends, payments and distributions made during such fiscal year, the "Excess Amount"), then such Excess Amount may be carried forward to the next succeeding fiscal year, (e) any Loan Party may make payments in respect of Earn-outs, (f) so long as (i) no Default or Event of Default shall be caused therebyexists or would otherwise arise as a result thereof, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants Excess Availability, after giving effect thereto, exceeds the Applicable Excess Availability Amount and (iii) Availability, after giving effect thereto, exceeds the Applicable Availability Amount, Parent may declare or other equity interests held by Boston Capital for aggregate cash consideration not pay dividends on account of Stock of Parent in excess an amount per fiscal year up to the product of $11,320,000 at (x) the Annual Dividend Amount and (y) the number of outstanding shares of such Stock (including unvested restricted shares and/or shares included in restricted stock units granted pursuant to the Parent's 2011 Stock Incentive Plan or any time from successor plan, but excluding any shares issued in a stock split or similar transaction), and after the Restatement Date; (cg) so long as (i) no Default or Event of Default shall have occurred exists or would otherwise arise as a result thereof, (ii) Excess Availability, after giving effect thereto, exceeds the Applicable Excess Availability Amount and be continuing and no Default or Event of Default shall be caused thereby(iii) Availability, after giving effect thereto, exceeds the Applicable Availability Amount (such conditions, collectively, the Borrower "Restricted Junior Payment Basket Conditions"), Parent and its Subsidiaries may declare make Restricted Junior Payments in any fiscal year, not otherwise permitted pursuant to clauses (a) through (f) above, up to an aggregate amount not to exceed an amount equal to (1) 85% of Excess Cash Flow for the period commencing January 1, 2012 and pay cash dividends, provided that ending on the last day of the then most recently ended fiscal quarter less (i2) such payments shall be the sum of (x) the aggregate amount of Restricted Junior Payments made only pursuant to this clause (g) and clause (f) of this Section 6.9 during the period commencing not earlier than 10 days after on January 1, 2013 and ending not later than 90 days after, on such date and (y) the date aggregate amount of delivery Investments made pursuant to clause (t) of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for definition of "Permitted Investments" during the period of four fiscal quarters occurring immediately after commencing January 1, 2013 and ending on such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documentsdate.

Restricted Junior Payments. The Credit Parties will not declare Parent shall not, nor shall it permit any of its Subsidiaries through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at any time; provided, however, except (provided that none of the following shall be deemed to permit a Division/Series Transaction): (a) any each Subsidiary of any Core Ameresco Company the Parent may pay dividends make Restricted Junior Payments to such Core Ameresco Company; the holders of its Capital Stock, (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused therebyto the extent constituting Restricted Junior Payments, the Borrower Parent or any of its Subsidiaries may redeem or purchase (i) make payments in respect of Swap Agreements permitted by the capital stock or Equity Rights terms of any employeethis Agreement, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; counterparties thereof, (c) so long as no Default or Event of Default shall have under Section 8.1(a), Section 8.1(f), Section 8.1(g) or Section 8.1(c) (with respect to Section 8.1(c), only as a result of a breach of Section 7.7) has occurred and be continuing and no Default is continuing, the Parent or any of its Subsidiaries may make Tax Distributions, to the holders of its Capital Stock, (d) unless an Event of Default shall be caused thereby, the Borrower may declare has occurred and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereofis continuing or would result therefrom, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(iipayments are made in cash or other property in connection therewith, the Parent or any of its Subsidiaries may redeem, repurchase, retire or otherwise acquire any of its Capital Stock upon or in connection with the exercise or vesting of options or restricted Capital Stock (granted pursuant to any option plan or incentive compensation plan of the Parent) if such Capital Stock constitutes all or a portion of the exercise price or is surrendered (or deemed surrendered) in connection with satisfying any income tax obligation incurred in connection with such exercise or vesting, (e) unless an Event of Default shall have has occurred and be is continuing or would result therefrom, and so long as no payments are made in cash or other property in connection therewith, the Parent or any of its Subsidiaries may redeem, repurchase, retire, or otherwise acquire any of its Capital Stock upon the exercise of warrants if such Capital Stock constitutes all or a portion of the exercise price or is surrendered (or deemed surrendered) in connection with satisfying any income tax obligation incurred in connection with such exercise, (f) [reserved]; (g) unless an Event of Default shall be caused therebyhas occurred and is continuing or would result therefrom, the Credit Parties Parent or any of its Subsidiaries may repurchase its Capital Stock that is owned by former officers, directors or employees (or the estate thereof) of the Parent or its Subsidiaries in connection with their resignation, termination or severance of employment in an aggregate amount not to exceed $1,000,000 during any Fiscal Year, (h) unless an Event of Default has occurred and is continuing or would result therefrom, the Parent or any of its Subsidiaries may make regularly scheduled cash payments solely in lieu of interest but no principal the issuance of fractional shares in respect connection with the exercise of Subordinated Indebtedness warrants, Capital Stock options, restricted Capital Stock or other securities convertible into or exchangeable for Capital Stock of the Parent and (i) on or substantially contemporaneously with the dates Closing Date, the Parent or any of its Subsidiaries may make payments in connection with an equity repurchase and related redemption from Southpaw Credit Opportunity Master Fund LP in the amounts set forth in the applicable Subordinated Debt Documentsan amount not to exceed $11,500,000.

Restricted Junior Payments. The Credit Parties will Borrower shall not, and shall not declare permit any of its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; provided, however, provided that (a) any Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Company; (b) so as long as no Event of Default or Potential Event of Default has occurred and is continuing and no Default continuing, or Event of Default shall be caused therebywould result therefrom, the Borrower may redeem or purchase (i) make Restricted Junior Payments of a type described in clauses (i), (iii) or (v) of the capital stock definition thereof (provided that in the case of Investments included in clause (v) of the definition of Restricted Junior Payments, all liability, risk or Equity Rights other exposure with respect to any such Investment is limited solely to the loss of the amount so invested) of $12,500,000 in an aggregate cumulative amount for any employeefour consecutive fiscal quarter period, officer (ii) make regularly scheduled interest payments on the Senior Subordinated Notes; (iii) redeem or director of any Credit Party for repurchase the Senior Subordinated Notes in an aggregate cash consideration principal amount not to exceed $1,000,000 in 25,000,000 with the proceeds of equity or equity rights having terms no more favorable to the holder thereof (including, without limitation, terms concerning default, payment and redemption) than the terms of the Senior Subordinated Notes or as may otherwise be approved by Requisite Lenders; (iv) redeem any fiscal year rights to purchase capital stock of Borrower which rights were issued pursuant to the Rights Agreement, dated as of December 6, 1995, as amended, between Borrower and First Bank of Chicago Trust Company of New York, as rights agent, for an amount not to exceed on a per right basis the redemption price of such right as of the Closing Date, as adjusted for stock dividends and similar transactions; (iiv) warrants purchase, redeem, acquire, cancel or other equity interests otherwise retire for value shares of capital stock of Borrower, options on any 104 such shares or related stock appreciation rights or similar securities (any of the foregoing being a "Borrower Stock Purchase") held by Boston Capital for officers or employees or former officers or employees (or their estates or beneficiaries under their estates) or by any employee benefit plan, upon death, disability, retirement or termination of employment or pursuant to the terms of any employee benefit plan approved by the Board of Directors of Borrower or a committee thereof or under any other agreement approved by such Board of Directors or a committee thereof under which such shares of stock or related rights were issued; provided, however, that the aggregate cash consideration not in excess paid for such purchase, redemption, acquisition, cancellation or other retirement of $11,320,000 at any time from and such shares of capital stock or related rights after the Restatement DateClosing Date shall not exceed $2,500,000 in the aggregate for any Fiscal Year or $1,000,000 in the aggregate payable to any individual in any Fiscal Year; (cvi) so long as no Default repay the Senior Subordinated Notes with the proceeds of Refinancing Indebtedness; and (vii) in addition to transactions permitted by clauses (iii), (v) and (vi) above, use cash on hand to redeem or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused therebyrepurchase the Senior Subordinated Notes, the Refinancing Indebtedness and/or make Borrower may declare and pay cash dividends, Stock Purchases; provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, Excess Availability both as of the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 such redemption and repurchase (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such paymentredemption and repurchase and assuming that (A) the "Revolving Loan Commitment" under, and as defined in, the Existing Credit Parties shall be in projected pro-forma compliance with Agreement was $200,000,000 at all times prior to the financial covenants set forth in Section 8.10 hereof Restatement Effective Date and (B) if Borrower has refinanced the Senior Subordinated Notes at the time of determination, Borrower had had any Refinancing Surplus available to it at all times prior to the date of determination) and for the period last day of each of the four fiscal quarters occurring immediately after ending prior to such payment; date of redemption and (d) so long as no Default under Section 9.1(a)(ii) repurchase, shall not be less than $15,000,000 and prior to such redemption or Event of Default repurchase Managing Agent shall have occurred received an Officer's Certificate of Borrower, in form and be continuing substance satisfactory to Managing Agent, confirming such Excess Availability in reasonable detail as of such date and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documentsfor such dates.

Restricted Junior Payments. The No Credit Parties Party will not declare or make any Restricted Junior Payment at any time; provided, however, that (a) with respect to any Subsidiary period during which Holdings I is an S Corporation or a substantially similar pass-through entity for federal income tax purposes and a QSSS Election is in effect for the Borrower, the Borrower may declare and make dividend payments to Media Holdings in an amount (together with loans made pursuant to Section 7.5(a)(x)(1)) not in excess of any Core Ameresco Company may pay dividends to such Core Ameresco Companythe Permitted Holdings Tax Distributions and the Permitted Shareholder Tax Distributions; (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default shall be caused thereby, the Borrower may make scheduled payments of interest on the Senior Subordinated Notes to the extent required to be paid in cash pursuant to the Senior Subordinated Note Indenture and any liquidated damages required to be paid in connection with any registration rights agreement related thereto; (c) so long as no Default shall have occurred and be continuing and no Default shall be caused thereby, at any time the Total Leverage Ratio is less than 4.5 to 1 as of the end of any fiscal year with respect thereto, as shown in the financial statements required to be delivered pursuant to Section 6.1(a) and Compliance Certificate required to be delivered in respect of such fiscal year pursuant to Section 6.1(c), the Borrower may declare and make dividend payments (together with loans made pursuant to Section 7.5(a)(x)(2)) to Media Holdings or Event any other Holding Company, as applicable, to the extent of Excess Cash Flow for such fiscal year, provided that the aggregate amount paid pursuant to this clause (c) after the date hereof (together with the aggregate amount of loans made pursuant to Section 7.5(a)(x)(2) after the date hereof) shall not exceed $5,000,000, (d) so long as no Default shall have occurred or be continuing or shall be caused thereby the Borrower may declare and make Restricted Junior Payments to any Holding Company to pay corporate administrative expenses, provided that the amount of cash distributions made pursuant to this clause (d) (together with the amount of loans made pursuant to Section 7.5(a)(x)(3)) shall not exceed $1,500,000 in any fiscal year, (e) the Credit Parties may pay their obligations to Empire Burbank to the extent required to be paid under the Empire Burbank Lease, (f) so long as no Default shall have occurred or be continuing or shall be caused thereby, Xxxxxxxx Broadcasting, Inc., or any successor entity thereto, may make the payments described in clause (vi) of the definition of Restricted Junior Payment or make the payments with respect to any notes issued under the employment agreement described in such clause (vi), (g) so long as no Default shall have occurred or be continuing or shall be caused thereby, any Credit Party may make dividend payments to Holdings I (through another Holding Company, if applicable), to enable Holdings I to make the payments with respect to any portion of the “Incentive Bonus” which may become payable pursuant to the employment agreements of Winter Xxxxxx dated December 18, 2002, Xxxxxx Mars dated November 15, 1998 and Xxxxxx Xxxxx dated September 1, 1999, respectively, or with respect to any notes issued with respect thereto; provided that the aggregate amount of such dividends together with the aggregate amount of loans made pursuant to Section 7.5(a)(x)(4) shall not exceed the amount of such bonuses required to be paid under such employment agreements (including any amounts required to be paid under any such notes), (h) the Credit Parties may make payments on the Xxxxxxxx Subordinated Debt on the Closing Date in an amount not in excess of $1,920,000 and may make payments of interest on the Xxxxxxxx Subordinated Debt to the extent such payments of interest are permitted to be made under the Xxxxxxxx Subordination Agreements, and (i) so long as no Default shall have occurred and be continuing and no Default shall be caused thereby, the Borrower may declare and pay make dividends (together with loans made pursuant to Section 7.5(a)(x)(5)) to Media Holdings in an amount equal to the scheduled payments of interest on the Media Holdings Discount Notes to the extent required to be paid in cash dividendspursuant to the Media Holdings Discount Notes Indenture and any liquidated damages required to be paid in connection with any registration rights agreement related thereto, provided that that, in any fiscal year, the aggregate amount paid pursuant to this clause (i) during such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year (together with the aggregate amount of loans made pursuant to Section 7.5(a)(x)(5) during such fiscal year), shall not exceed the aggregate amount of scheduled payments of interest on the Media Holdings Discount Notes to the extent required to be delivered by the Credit Parties paid in cash on or after October 15, 2008 pursuant to Section 7.1 the Media Holdings Discount Notes Indenture during such fiscal year (a) hereoffor the avoidance of doubt any cash interest payments which may become due prior to October 15, together 2008 as a result of any election to make cash interest payments with respect to the Compliance Certificate Media Holdings Discount Notes shall not be deemed to be “required to be delivered pursuant paid in cash,” for the purposes of Sections 7.5 and 7.6) and any liquidated damages required to Section 7.1(cbe paid during such fiscal year in connection with any registration rights agreement related thereto. Nothing herein shall be deemed to prohibit the making of any dividend or distribution, or other payment constituting a Restricted Junior Payment under clauses (ii) hereofor (iii) of the definition thereof by any Subsidiary to any Credit Party. Notwithstanding anything herein to the contrary, if part or all of a Permitted Holdings Tax Distribution or a Permitted Shareholder Tax Distribution is made in the form of a loan (rather than a dividend or other form of distribution), then (i) the terms of such loan shall be determined in the sole discretion of the Borrower, and (ii) the Credit Parties subsequent cancellation or forgiveness of such loan shall have delivered to not be treated as a Restricted Junior Payment and shall not reduce the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period amount of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) subsequent Permitted Holdings Tax Distributions or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt DocumentsPermitted Shareholder Tax Distributions.

Restricted Junior Payments. The Credit Parties will not declare or make Make any Restricted Junior Payment at any timePayment; provided, however, that (a) any Subsidiary of Parent may declare and pay dividends to a Loan Party (other than Parent), (b) any Core Ameresco Company Subsidiary of Parent may pay dividends to Parent (i) in amounts necessary to pay customary expenses of the Parent in the ordinary course of its business as a public holding company (including salaries and related reasonable and customary expenses incurred by employees of the Parent) and (ii) in amounts necessary to pay taxes when due and owing by Parent, (c) any Subsidiary of Parent or the applicable parent company of such Core Ameresco Company; Subsidiary may make Restricted Junior Payments to such Subsidiary's shareholders and employees and management personnel of such Subsidiary's shareholders pursuant to the terms of the shareholder agreements or similar agreements between such Subsidiary or the applicable parent company of such Subsidiary and such shareholders, including without limitation payments in respect of and pursuant to the Put Obligations, (bd) so long as (i) no Default or Event of Default has occurred exists or would otherwise arise as a result thereof, (ii) Excess Availability, after giving effect thereto, exceeds the Applicable Excess Availability Amount and is continuing (iii) Availability, after giving effect thereto, exceeds the Applicable Availability Amount, Parent and any Subsidiary of Parent may repurchase from its employees Stock of Parent or such Subsidiary up to an aggregate amount, for all such repurchases by Parent and all Subsidiaries of Parent permitted pursuant to this clause (d), not to exceed (I) $10,000,000 in any fiscal year or (II) $40,000,000 during the term of the Agreement, (e) any Loan Party may make payments in respect of Earn-outs, (f) so long as (i) no Default or Event of Default shall be caused therebyexists or would otherwise arise as a result thereof, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants Excess Availability, after giving effect thereto, exceeds the Applicable Excess Availability Amount and (iii) Availability, after giving effect thereto, exceeds the Applicable Availability Amount, Parent may declare or other equity interests held by Boston Capital for aggregate cash consideration not pay dividends on account of Stock of Parent in excess an amount per fiscal year up to the lesser of (x) the product of (I) $11,320,000 at 0.56 and (II) the number of outstanding shares of such Stock (including unvested restricted shares and/or shares included in restricted stock units granted pursuant to the Parent's 2011 Stock Incentive Plan or any time from successor plan, but excluding any shares issued in a stock split or similar transaction) and after the Restatement Date; (cy) $25,000,000, and (g) so long as (i) no Default or Event of Default shall have occurred exists or would otherwise arise as a result thereof, (ii) Excess Availability, after giving effect thereto, exceeds the Applicable Excess Availability Amount and be continuing and no Default or Event of Default shall be caused thereby(iii) Availability, after giving effect thereto, exceeds the Applicable Availability Amount (such conditions, collectively, the Borrower "Restricted Junior Payment Basket Conditions"), Parent and its Subsidiaries may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous make Restricted Junior Payments in any fiscal year required to be delivered by the Credit Parties ending on or after December 31, 2013, not otherwise permitted pursuant to Section 7.1 clauses (a) hereofthrough (f) above, together with up to an amount not to exceed an amount equal to (I) 75% of Excess Cash Flow for the Compliance Certificate required immediately prior fiscal year, less (II) the amount of Restricted Junior Payments made pursuant to clause (f) of this Section 6.9 in such fiscal year; provided, however, that, if the amount of Restricted Junior Payments permitted by this clause (g) to be delivered pursuant to Section 7.1(c) hereofmade in any fiscal year ending on or after December 31, and 2013 is greater than the amount of the Restricted Junior Payments actually made in such fiscal year (ii) the Credit Parties shall have delivered amount by which such permitted Restricted Junior Payments for such fiscal year exceeds the actual amount of Restricted Junior Payments made for such fiscal year, the "Restricted Junior Payments Carry-Over Amount"), then the Restricted Junior Payments Carry-Over Amount may be carried forward to the Agent evidence next succeeding fiscal year (the "Restricted Junior Payments Succeeding Fiscal Year"); provided further that after giving effect the Restricted Junior Payments Carry-Over Amount applicable to such payment, a particular Restricted Junior Payments Succeeding Fiscal Year may not in any event be used unless the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt DocumentsRestricted Junior Payment Basket Conditions are satisfied.

Restricted Junior Payments. The Credit Parties will not declare Directly or indirectly declare, order, -------------------------- pay, make or set apart any sum for any Restricted Junior Payment at any time; providedPayment, however, except that (a) any Subsidiary Subsidiaries of any Core Ameresco Company Borrower may make Restricted Junior Payments with respect to their common stock (or equivalent equity interests) to the extent necessary to permit such Borrower to pay dividends the Obligations, to make Restricted Junior Payments permitted under clauses (b), (c), (d) and (e) below, and to permit such Core Ameresco Company; Borrower to pay expenses incurred in the ordinary course of business (b) U.S. Borrower may pay management fees to Unique in the amounts and on the respective dates required pursuant to the Unique Management Agreement, so long as no Default or Event (i) such payments do not exceed an aggregate of Default has occurred $150,000 per Fiscal Year, and (ii) at the time any such payment is continuing made and after giving effect thereto, no Default or Event of Default shall have occurred and be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Datecontinuing; (c) U.S. Borrower may repay up to $2,500,000 in principal amount of the Subordinated Debt in full on the Closing Date, so long as after giving effect to such repayment and after giving effect to the consummation of all of the other transactions contemplated hereunder on the Closing Date and the payment by Borrowers of all costs, fees and expenses relating thereto, Borrowers shall have Availability (determined on a pro forma basis, with Borrowers having no accounts payables which are more than 60 days past due, and expenses and liabilities being paid in the ordinary course of business and without acceleration of sales) of at least $7,000,000; (d) following the Closing Date, U.S. Borrower may pay accrued and unpaid interest due and owing on an unaccelerated basis in respect to the Subordinated Debt, so long as at the time of any such payment and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and no Default or Event such payment is otherwise permitted to be made pursuant to the Subordination Agreement; and (e) following the Closing Date, U.S. Borrower may make annual repayments of Default shall be caused therebythe principal balance of the Subordinated Debt from a portion of its Excess Cash Flow, if any, for the immediately preceding Fiscal Year, commencing with Borrowers' 1999 Fiscal Year (i.e., assuming there is Excess Cash Flow available therefor, the Borrower may declare and pay cash dividends, provided that first such principal repayment permitted hereunder would be made during Fiscal Year 2000) so long as (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, mandatory prepayment from Excess Cash Flow payable for the most recently ended Fiscal Year preceding the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties such payment pursuant to Section 7.1 (asubsection 2.4(B)(3) hereof, together with -------------------- shall have been paid prior to the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and making of such principal payment; (ii) the Credit Parties shall have delivered to amount of such principal payment does not exceed 25% of Excess Cash Flow for the Agent evidence that most recently ended Fiscal Year; (iii) at the time of such principal payment and after giving effect thereto and to the mandatory prepayment of the Obligations payable pursuant to subsection 2.4(B)(3), Borrowers shall have Availability as -------------------- of such date, and shall have had average daily excess Availability during the immediately preceding 60 day period prior to such paymentdate (determined in each case on a pro forma basis as of such date or for such period, as the Credit Parties shall be case may be, with Borrowers having no accounts payables which are more than 60 days past due, and expenses and liabilities being paid in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period ordinary course of four fiscal quarters occurring immediately after such paymentbusiness and without acceleration of sales) of at least $3,000,000; and (div) so long as at the time of any such payment and after giving effect thereto, no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall such payment is otherwise permitted to be caused thereby, made pursuant to the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt DocumentsSubordination Agreement.

Restricted Junior Payments. The Credit Parties will not declare No Loan Party shall, nor shall it permit any of its Subsidiaries or Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at any time; providedPayment, however, except that (a) any Subsidiary the Borrower may make regularly scheduled payments of interest in respect of any Core Ameresco Company Subordinated Indebtedness in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the indenture or other agreement pursuant to which such Subordinated Indebtedness was issued as such indenture or other agreement may pay dividends be amended from time to such Core Ameresco Companytime to the extent permitted under Section 6.14; (b) so long as no Default or Event of Default has shall have occurred and is be continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase make Restricted Junior Payments (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for in an aggregate cash consideration amount not to exceed $1,000,000 500,000 in any fiscal year Fiscal Year, to the extent necessary to permit Holdings to pay general administrative costs and expenses and (ii) warrants or other equity interests held by Boston Capital to the extent necessary to permit Holdings to discharge the consolidated tax liabilities of Holdings and its Subsidiaries, in each case so long as Holdings applies the amount of any such Restricted Junior Payment for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Datesuch purpose; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, Holdings may repurchase stock and options from any stockholder (x) in exchange for notes issued pursuant to Section 6.01(o), (y) in exchange for Capital Stock of Holdings or (z) in exchange for Cash and Cash Equivalents (and the Borrower may declare and pay cash dividends, provided that (imake Restricted Junior Payments to Holdings) such payments shall be made only during in an amount not to exceed $10,000,000 in any Fiscal Year; $25,000,000 in the period commencing not earlier than 10 days after and ending not later than 90 days after, aggregate from the Closing Date to the date of delivery determination; (d) the Borrower may make payments in respect of Management Fees not to exceed $2,500,000 in any Fiscal Year; and (e) the audited annual financial statements for 108 Borrower may make Restricted Junior Payments (and Holdings may itself make Restricted Junior Payments with any such Restricted Junior Payments received by it from the previous fiscal year required to be delivered Borrower); provided that at the time it is paid by the Credit Parties pursuant to Section 7.1 (a) hereofBorrower, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, before and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such paymentRestricted Junior Payments, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt DocumentsPayment Conditions are satisfied.

Restricted Junior Payments. The Credit Parties will Company shall not, and shall not declare permit any of its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; provided, however, provided that (a) any Subsidiary of any Core Ameresco Company may make Restricted Junior Payments to Holdings (i) in an aggregate amount not to exceed $5,000,000 in any Fiscal Year, to the extent necessary to permit Holdings to pay dividends to such Core Ameresco Company; general administrative costs and expenses, (bii) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, in an aggregate amount not to exceed $2,000,000 in any Fiscal Year, with unused amounts being available in future Fiscal Years, to the Borrower may declare extent necessary to permit Holdings to repurchase shares of Capital Stock of Holdings (or options or warrants to acquire Capital Stock of Holdings) from employees of Company, (iii) to the extent necessary to permit Holdings to discharge the consolidated tax liabilities of Holdings and its Subsidiaries, in each case so long as Holdings applies the amount of any such Restricted Junior Payment for such purpose, (iv) to the extent necessary to permit Holdings to pay cash dividendsdividends required in connection with the exercise of Rollover Options to the extent that, with respect to the exercise of each Rollover Option, the amount of such dividends does not exceed the amount of the exercise price paid, (v) that constitute the Permitted Dividend Payment, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery amount of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, Permitted Dividend Payment together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, aggregate amount of the Management Bonuses shall not exceed $15,000,000 and (iivi) the Credit Parties shall have delivered to the Agent evidence extent necessary to permit Holdings to redeem all outstanding shares of the Holdings Perpetual Preferred Stock and all outstanding options to purchase the Holdings Perpetual Preferred Stock, in an amount equal to the redemption price thereof (including any redemption premium), to pay the unpaid dividends thereon and to pay the IPO Fees payable directly by Holdings; provided that after giving effect such Restricted Junior Payment shall not exceed the amount of the IPO proceeds contributed by Holdings to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt DocumentsCompany plus $5,500,000.

Restricted Junior Payments. The Credit Parties will not declare Directly or indirectly declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any time; providedPayment, howeverexcept that, that (a) any Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Company; (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom (other than in the case of Restricted Junior Payments made pursuant to clauses (iv) and no Default or Event of Default shall be caused thereby(vi) below, the Borrower which may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing whether or not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no a Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be is continuing and no Event or would result therefrom), a Borrower or any Subsidiary of Default shall be caused thereby, the Credit Parties a Borrower or COI may make regularly Restricted Junior Payments with respect to its common stock to the extent necessary (i) to permit Borrowers to pay the Obligations; (ii) to permit COI to make scheduled payments (but not prepayments) of interest in cash then due under and pursuant to the Senior Notes; (iii) to permit CC to make scheduled payments (but not prepayments) of interest in cash then due under and pursuant to the Senior PIK Notes; (iv) to permit CC to make payments in cash directly related to compliance by it with laws and regulations applicable to it by virtue of its status as a publicly-held corporation; (v) to permit CC and/or COI to make optional prepayments or purchases of the Senior Notes and/or Senior PIK Notes, and related payments of interest and reasonable fees, costs and expenses related thereto, but no principal solely directly out of the proceeds of the concurrent consummation of an issuance by CC for cash of its common stock, or options, warrants or rights with respect to its common stock; (vi) to permit CC and COI to make payments in cash in respect of Subordinated Indebtedness on the dates Corporate Overhead; (vii) to permit CC to pay dividends in respect of (but not to effect any redemption or purchase of) its outstanding shares of Series F preferred stock, in an amount not in excess of $25,000 in any Fiscal Year; and (viii) to permit any Borrower to pay expenses incurred in the amounts set forth in the applicable Subordinated Debt Documentsordinary course of business.

Restricted Junior Payments. The Credit Parties will not declare No Borrower shall nor shall any Borrower permit any of its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; provided, however, PROVIDED that (ai) any Subsidiary of any Core Ameresco Company may pay dividends make payments of regularly scheduled interest in respect of the Senior Subordinated Notes, in accordance with the terms of and to such Core Ameresco Companythe extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture; (bii) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Potential Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower Company may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereofmake repurchases of Senior Subordinated Notes in an aggregate amount not to exceed $25,000,000 (including principal, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(cinterest, premiums, fees and other expenses) hereof, and (iib) so long as the Credit Parties shall have delivered to the Agent evidence that Consolidated Leverage Ratio, after giving PRO FORMA effect to such paymentrepurchases and any Indebtedness incurred in connection therewith, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period does not exceed 3.00:1.00, repurchase an additional $25,000,000 (including principal, interest, premiums, fees and other expenses) of four fiscal quarters occurring immediately after such paymentSenior Subordinated Notes; and (diii) so long as no Event of Default under Section 9.1(a)(ii) or Potential Event of Default shall have occurred and be continuing and no Event of Default or shall be caused thereby, the Credit Parties Company may make regularly scheduled payments of interest but no principal Restricted Junior Payments to Holdings (X) in respect of Subordinated Indebtedness on the dates an aggregate amount not to exceed $500,000 in any Fiscal Year in order to permit Holdings to pay general administrative costs and expenses, (Y) in an aggregate amount not to exceed in the amounts set forth aggregate $1,000,000 in any Fiscal Year (PROVIDED that the applicable Subordinated Debt Documentsunused portion of such $1,000,000 may be carried forward to the succeeding Fiscal Year, but only up to an aggregate amount not to exceed $2,000,000 of such Restricted Junior Payments for any given Fiscal Year) or $5,000,000 during the term of this Agreement PLUS the net cash proceeds of any issuance of Holdings Common Stock to Management Investors and other officers and employees of Company and its Subsidiaries in accordance with the terms of the Stockholders Agreement and the Management Investment Incentive Plan, which net cash proceeds have been contributed to Company, and (Z) in an amount necessary to permit Holdings to discharge the consolidated tax liabilities of Holdings, Company and Company's Subsidiaries, in each case so long as Holdings applies the amount of any such Restricted Junior Payment for such purpose.

Restricted Junior Payments. The Credit Parties will not declare Neither Company nor Holdings shall, nor shall either permit any of its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; provided, however, provided that (ai) Company and any Foreign Subsidiary of Holdings may make Restricted Junior Payments to Holdings in an aggregate amount not to exceed $300,000 in any Fiscal Year, to the extent necessary to permit Holdings to pay general administrative costs and expenses (other than Management Fees), (ii) Company and any Foreign Subsidiary of Holdings may make Restricted Junior Payments to Holdings to the extent necessary to permit Holdings to discharge the consolidated tax liabilities of Holdings and its Subsidiaries, in each case so long as Holdings applies the amount of any such Restricted Junior Payment for such purpose, (iii) Company may make Restricted Junior Payments to Holdings for the purpose of funding Investment by Holdings in Foreign Subsidiaries of Holdings, so long as such Investment by Holdings is promptly made and is permitted by subsection 7.3, (iv) any Subsidiary Foreign Subsidiaries of any Core Ameresco Holdings may make Restricted Junior Payments to Holdings provided that the proceeds thereof are promptly contributed by Holdings to Company may pay dividends to such Core Ameresco Company; as common equity, (bv) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Potential Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, Company may make Restricted Junior Payments to Holdings to the Borrower extent necessary to permit Holdings to repurchase Holdings Capital Stock (or any options rights to acquire such Capital Stock) from any former or current employee of Holdings or its Subsidiaries so long as the aggregate amount of all such repurchases shall not exceed $5,000,000 in any Fiscal Year and shall not exceed $10,000,000 in the aggregate, and Holdings may declare repurchase such Capital Stock using the proceeds of such Restricted Junior Payments by Company or, if such Restricted Junior Payments are not made by Company in sufficient amounts to effect such repurchase, Holdings may issue promissory notes in exchange for such Capital Stock and pay cash dividends, provided that (i) may subsequently redeem such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereofpromissory notes, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (dvi) so long as no Event of Default under Section 9.1(a)(ii) or Potential Event of Default shall have occurred and be continuing and no Event of Default or shall be caused therebythereby and the Applicable Consolidated Leverage Ratio is 3.00:1.00 or less, the Credit Parties Company may make regularly scheduled Restricted Junior Payments to Holdings to the extent necessary to permit Holdings to make payments of interest but no principal in respect Restricted Junior Payments from the portion of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt DocumentsConsolidated Excess Cash Flow not required to be applied to prepayment of Loans pursuant to subsection 2.4B(iii)(d).

Restricted Junior Payments. The Credit Parties will Holdings and Company shall not, and shall not declare permit any of their respective Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; provided, however, provided that (ai) any Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco CompanyCompany or a Subsidiary Guarantor; (ii) Company may make regularly scheduled payments of principal and interest in respect of the Senior Notes in accordance with the terms thereof; (iii) Company may make Restricted Junior Payments to Holdings to the extent required for Holdings to make, and Holdings may make, regularly scheduled payments of interest in respect of the Shareholder Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, such Shareholder Subordinated Notes, as applicable; (iv) Holdings may pay regularly scheduled distributions on the Preferred Units, Series B Preferred Units and Qualified Preferred Units pursuant to the terms thereof solely through the issuance of additional shares of such units, or by an increase in the liquidation preference thereof; (v) Company may exchange the Senior Notes as contemplated by the Senior Note Indenture, and Holdings may exchange the Senior Discount Debentures in accordance with the Senior Discount Indenture; (vi) Company may make Restricted Junior Payments to Holdings and the General Partner, and Holdings may make Restricted Junior Payments, (a) to the extent necessary to permit Holdings to pay (I) reasonable accounting, legal, SEC related, and similar fees and expenses and fees and expenses to directors or members of board of managers of Holdings or the General Partner provided that the aggregate amount thereof does not exceed $1,500,000 during any Fiscal Year and (II) customary indemnification payments to directors or members of board of managers of Holdings or the General Partner, and (b) to the partners of Holdings and the General Partner for Permitted Tax Distributions; (vii) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing continuing, Company may make Restricted Junior Payments to Holdings and no Default the General Partner, and Holdings and the General Partner may make Restricted Junior Payments, to permit the payment of the Bain Management Fees under the Bain Advisory Services Agreement to the extent permitted under Section 7.15; (viii) Company may make Restricted Junior Payments to Holdings and the General Partner to the extent required for Holdings and General Partner to make, and Holdings may make, Restricted Junior Payments in an aggregate amount not to exceed $3,000,000 in any Fiscal Year to the extent necessary to make repurchases of Securities (and options or Event warrants to purchase such Securities) of Default Holdings from employees upon termination (including by reason of death, disability or retirement) of such employees, provided that, such amount for any Fiscal Year shall be caused therebyincreased by an amount equal to the excess, the Borrower may declare and pay cash dividendsif any, provided that (i) of such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements amount for the previous fiscal year required to Fiscal Year (as adjusted in accordance with this proviso) over the actual amount expended for such previous Fiscal Year; provided further that, such amount shall be delivered reduced by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, aggregate amount of all principal and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default interest payments made on any Shareholder Subordinated Notes permitted under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documents.subsection 123

Restricted Junior Payments. The Credit Parties will Borrower shall not, and shall not declare permit any of its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; provided, however, provided that (a) any Subsidiary the Borrower may make regularly scheduled payments of interest in respect of any Core Ameresco Company Indebtedness permitted under Section 6.1(f) hereof in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Indenture, the Senior Subordinated Convertible Note Indenture or the indenture or other contract pursuant to which such other Subordinated Indebtedness is issued, as the case may pay dividends be, in each case, as such indenture or other contract may be amended from time to such Core Ameresco Company; time to the extent permitted under Section 6.13(b), (b) so long as no Default the Borrower may make Restricted Junior Payments pursuant to and in accordance with stock option plans, stock purchase plans or Event other benefit plans for management or employees of Default has occurred the Borrower or any Subsidiary including the redemption or purchase of shares of common stock of the Borrower held by former employees of the Borrower or any Subsidiary following the termination of their employment, in an amount not to exceed $2,000,000 during the term of this Agreement (plus any amounts received by the Borrower after the Closing Date and prior to making such Restricted Junior Payment from the issuance of additional shares of its common stock to members of management or employees of the Borrower and its Subsidiaries), (c) the Borrower may make Restricted Junior Payments with proceeds from an issuance of its Capital Stock or from the issuance of Indebtedness, in each case, in replacement of, or exchange for, Indebtedness permitted under Section 6.1(f) to the extent such equity issuance or Indebtedness is continuing issued on terms reasonably satisfactory to the Administrative Agent; provided that in each case (i) the Borrower shall be in pro forma compliance with Section 6.6 both before and after giving pro forma effect to each such Restricted Junior Payment and (ii) no Default or Event of Default shall have occurred and be caused thereby, the Borrower may redeem continuing or purchase (i) the capital stock or Equity Rights would otherwise arise as a result of any employeesuch Restricted Junior Payment, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (cd) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make payments of fractional shares upon conversion of the Senior Subordinated Convertible Notes on or after the Closing Date if required to do so by the holders thereof and (e) so long as the Borrower is in pro forma compliance with the Senior Secured Leverage Incurrence Test and no Default or Event of Default shall be caused therebyhas occurred and is continuing or would result therefrom, the Borrower may declare and pay cash dividends, provided that make Restricted Junior Payment in an aggregate amount not to exceed (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and $35,000,000 per Fiscal Year plus (ii) the Credit Parties shall have delivered amount of Excess Cash Flow not required to the Agent evidence that after giving effect be prepaid pursuant to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof 2.8(b)(v) for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documentsprevious Fiscal Year.

Restricted Junior Payments. The No Credit Parties will not declare Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any time; provided, however, (or enter into an agreement with respect to the foregoing) except that (a) any Subsidiary Company and its Subsidiaries may make regularly scheduled payments of any Core Ameresco Company interest in respect of Senior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture as such indenture may pay dividends be amended from time to such Core Ameresco Companytime to the extent permitted under SECTION 6.16; (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower Company may declare and pay cash dividends, provided that make Restricted Junior Payments to Holdings (i) in an aggregate amount not to exceed $1,000,000 in any Fiscal Year, to the extent necessary to permit Holdings to pay general administrative costs and expenses, (ii) to the extent necessary to permit Holdings to discharge the consolidated tax liabilities of Holdings and its Subsidiaries, in each case so long as Holdings applies the amount of any such payments shall be made only during the period commencing not earlier than 10 days after Restricted Junior Payment for such purpose, (iii) in an aggregate amount required for Holdings to pay franchise taxes and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year other fees required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereofmaintain its legal existence, and (iiiv) in an aggregate amount sufficient to pay reasonable and customary costs and expenses incident to a public offering of the Credit Parties shall have delivered Common Stock of Holdings to the Agent evidence extent that after giving effect the proceeds therefrom are intended to be contributed to the Company and are applied in accordance with Section 2.14, (c) Holdings and Company may make Restricted Junior Payments with respect to the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Holdings or any Subsidiary of Holdings held by any employee of Holdings (or any of its Subsidiaries') pursuant to any equity subscription agreement, stock option agreement or similar agreement; PROVIDED that the aggregate price paid for all such paymentrepurchased, the Credit Parties shall be redeemed, acquired or retired Equity Interests may not exceed $2,500,000 in projected proany twelve-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and month period, (d) so long as no Default under Section 9.1(a)(iirepurchases of Capital Stock deemed to occur upon the exercise of employee stock options if such Capital Stock is surrendered in lieu of the exercise price thereof, (e) or Event of Default shall have occurred Holdings and be continuing and no Event of Default shall be caused thereby, the Credit Parties Company may make regularly scheduled payments of interest but no principal Restricted Junior Payments with respect to fees and expenses payable under the Management Agreement and (f) Holdings and Company may make Restricted Junior Payments contemplated in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt DocumentsSchedule 1.1(a).

Restricted Junior Payments. The Credit Parties will Holdings shall not, and shall not declare permit any of its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; provided, however, provided that (ai) any wholly-owned Subsidiary of Company may make Restricted Junior Payments to its parent, (ii) Company may make Restricted Junior Payments to Holdings in an aggregate amount not to exceed the general administrative costs and expenses actually paid by Holdings and the amount needed to discharge the actual consolidated tax liabilities of Holdings and its Subsidiaries, in each case so long as Holdings applies the amount of any Core Ameresco such Restricted Junior Payment for such purpose, (iii) upon the termination of employment of employees of Company or any of its Subsidiaries, Holdings may repurchase the Capital Stock of Holdings (or options to purchase such Capital Stock) held by such employees in an amount not to exceed $1,000,000 during any Fiscal Year or $4,000,000 in the aggregate (and Company may pay dividends to Holdings in an amount equal to such Core Ameresco Company; repurchases so long as Holdings applies the amount of such Restricted Junior Payment for such purpose), (iv) on or before March 15, 2004 (or in the case of bonuses to holders of employee stock options, when the holders' rights to purchase shares of Holdings Common Stock pursuant to such options become vested), Company may distribute up to $25,000,000 in the aggregate to PRA Sub, which in turn may distribute those funds to Holdings, which in turn may (a) purchase shares, or stock options or warrants to purchase shares, of Holdings Common Stock, (b) so long as no Default purchase, or Event of Default has occurred and is continuing and no Default cause 4063988 Canada Inc. or Event of Default shall be caused therebyany other Subsidiary to purchase, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employeeExchangeable Shares, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default make a dividend distribution to holders of Holdings Common Stock, (d) make, or Event cause 4063988 Canada Inc. or any other Subsidiary to make, a dividend distribution to holders of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereofExchangeable Shares, and (iie) the Credit Parties shall have delivered pay bonuses to holders of vested and unvested employee stock options to purchase Holdings Common Stock, and (v) Holdings may issue Holdings Common Stock to the Agent evidence that after giving effect to such payment, holders of the Credit Parties shall be Exchangeable Shares upon redemption of the Exchangeable Shares in projected pro-forma compliance accordance with their terms and the financial covenants set forth in Section 8.10 hereof for terms of the period of four fiscal quarters occurring immediately after such payment; Exchange and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt DocumentsSupport Agreement.

Restricted Junior Payments. The Credit Parties will Holdings and Company shall not, and shall not declare permit any of their respective Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment; provided that (i) any -------- Subsidiary of Company can pay dividends to Company or any wholly owned Subsidiary of Company, (ii) Company may make dividends to Holdings necessary to consummate the Recapitalization Transactions on the Closing Date, (iii) Holdings and Company may make any Restricted Junior Payment at any time; providedPayments in accordance with the terms of, howeverand only to the extent required by, that the Recapitalization Agreement, (aiv) any Subsidiary of any Core Ameresco Company may pay dividends make (x) regularly scheduled payments of interest in respect of the Senior Subordinated Notes and the Discount Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Notes or the Discount Notes, respectively, and the applicable New Sub Debt Indenture, and (y) so long as (1) no Event of Default or Potential Event of Default shall have occurred and be continuing or shall be caused thereby, (2) Holdings and Company shall be in compliance, on a pro forma basis giving effect thereto, with the covenants set forth in subsection 7.6 hereof and (3) the ratio of Consolidated Adjusted EBITDA to Consolidated Cash Interest Expense (after giving effect thereto) shall equal or exceed 3.5:1.00 (and Company shall have delivered to Administrative Agent an Officer's Certificate (together with supporting information therefor), in form and substance reasonably satisfactory to Administrative Agent, certifying to the effect of clauses (1), (2) and (3)), regularly scheduled payments of interest accruing after delivery of such Core Ameresco Companycertificate in respect of the Junior Subordinated Seller Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Junior Subordinated Seller Notes, (v) Company may make Restricted Junior Payments to Holdings to the extent required for Holdings to make, and Holdings may make, regularly scheduled payments of interest in respect of the Shareholder Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, such Shareholder Subordinated Notes, as applicable, (vi) Company may make scheduled interest payments in respect of Permitted Seller Notes permitted under subsection 7.1(ix) in accordance with the terms of such Permitted Seller Notes; (bvii) so long as no Event of Default or Potential Event of Default has occurred and is continuing and no Default or Event of Default shall would be caused thereby, Company may make Restricted Junior Payments of amounts to the Borrower extent required for Holdings to, and Holdings may, repurchase, redeem, defease or otherwise prepay or retire any Existing Subordinated Notes not tendered pursuant to the Debt Tender Offer on terms (set forth in the Existing Subordinated Note Indenture or otherwise) no less favorable in any material respect to Holdings, Company and Lenders than the terms of the Debt Tender Offer, (viii) Company may redeem or purchase make Restricted Junior Payments to Holdings, and Holdings may make Restricted Junior Payments, (ia) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for in an aggregate cash consideration amount not to exceed $1,000,000 1,500,000 in any fiscal year Fiscal Year, to the extent necessary to permit Holdings to pay general administrative costs and expenses and (iib) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess to the extent necessary to permit Holdings to discharge the consolidated tax liabilities of $11,320,000 at any time from Holdings and after the Restatement Date; its Subsidiaries, (cix) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing continuing, Company may make Restricted Junior Payments to Holdings, and no Default Holdings may make Restricted Junior Payments, (a) to permit the payment of the Xxxx Management Fees under the Xxxx Advisory Services Agreement and (b) to permit the payment of the Harvard Management Fees under the Harvard Advisory Services Agreement, and (x) Company may make Restricted Junior Payments to Holdings to the extent required for Holdings to make, and Holdings may make, Restricted Junior Payments in an aggregate amount not to exceed $12,500,000 in any Fiscal Year to the extent necessary to make repurchases of capital stock (and options or Event warrants to purchase such capital stock) of Default shall be caused therebyHoldings from employees (a) upon termination (including by reason of death, the Borrower may declare and pay cash dividendsdisability or retirement) of such employees or (b) pursuant to a contractual obligation of Holdings or any of its Subsidiaries, provided that (i) such payments amount shall be reduced by the aggregate amount of all -------- principal and interest payments made only during the period commencing not earlier than 10 days after and ending not later than 90 days afteron any Shareholder Subordinated Notes permitted under subsection 7.1(xi) in such Fiscal Year; and, the date of delivery of the audited annual financial statements provided further, -------- ------- that any Restricted Junior Payments by Company to Holdings permitted under this subsection shall be applied by Holdings for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be purposes specified in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documentsthis subsection.

Restricted Junior Payments. The Credit Parties will Holdings and Company shall not, and shall not declare permit any of their respective Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; provided that (i) Company may make scheduled interest payments in respect of (a) the Subordinated Bridge Loans in accordance with the terms of the Subordinated Bridge Loan Agreement and (b) the Subordinated Exchange Notes in accordance with the terms thereof and of the Subordinated Exchange Note Indenture; provided, howeverthat to the extent the Subordinated Bridge Loan Agreement and the Subordinated Exchange Note Indenture permit Company to pay interest thereon or liquidated damages with respect thereto in like-kind instruments in a principal amount equal to the amount of such interest or liquidated damages, Company shall pay such interest or liquidated damages in such like-kind instruments; (ii) Company may make Restricted Junior Payments to the extent necessary to redeem or defease all or any portion of the Indebtedness under the Subordinated Bridge Loan Documents with proceeds from the issuance of Subordinated Exchange Notes; (iii) Company and/or Holdings, as applicable, may make Restricted Junior Payments to the extent necessary to redeem or defease all or any portion of the Indebtedness under the Subordinated Bridge Loan Documents and the Subordinated Exchange Note Documents with proceeds from Indebtedness permitted under subsection 7.1(vi) and/or an initial public offering of Holdings Common Stock; (iv) Company may make scheduled interest payments in respect of Permitted Seller Notes permitted under subsection 7.1(vii) in accordance with the terms of such Permitted Seller Notes; (v) Company may make regularly scheduled payments of interest in respect of any Subordinated Indebtedness in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the indenture or other agreement pursuant to which such Subordinated Indebtedness was issued, as such indenture or other agreement may be amended from time to time to the extent permitted under subsection 7.12B; provided, that to the extent the terms of such Subordinated Indebtedness permit Company to pay interest or liquidated damages on such Subordinated Indebtedness in like-kind instruments in a principal amount equal to the amount of such interest or liquidated damages, Company shall pay such interest or liquidated damages with such like-kind instruments; (vi) Company may make Restricted Junior Payments to Holdings (a) in an aggregate amount not to exceed $250,000 in any Subsidiary Fiscal Year, to the extent necessary to permit MBW LLC and Holdings to pay general administrative costs and expenses, (b) to the extent necessary to permit Holdings to discharge the consolidated tax liabilities of Holdings and its Subsidiaries, and (c) to the extent necessary to permit Holdings or MBW LLC to pay transaction fees to the MDC Entities and/or Dartford and/or Fenway in connection with acquisitions made after the Closing Date in accordance with the terms of the MDC Advisory Services Agreement, the Dartford Management Agreement and the Fenway Agreement, in each case so long as Holdings or MBW LLC applies the amount of any Core Ameresco Company may pay dividends to such Core Ameresco CompanyRestricted Junior Payments for such purposes; (bvii) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Potential Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, Company and Holdings may make Restricted Junior Payments in an aggregate amount not to exceed $2,000,000 to permit MBW LLC to repurchase limited liability interests in MBW LLC or Holdings to repurchase Holdings Common Stock from officers, directors or employees of MBW LLC or any of its Subsidiaries or from Dartford following termination of employment of any such officer, director or employee by reason of death, disability, retirement or resignation or following other events customarily requiring or permitting such repurchase, in each case so long as MBW LLC or Holdings, as applicable, applies the Borrower may declare and pay cash dividends, provided that (i) amount of any such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements Restricted Junior Payment for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such paymentpurpose; and (dviii) so long as (x) no Event of Default under Section 9.1(a)(ii) or Potential Event of Default shall have occurred and be continuing and no Event of Default or shall be caused thereby, (y) Company shall be in compliance, on a pro forma basis giving effect thereto, with the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts covenants set forth in subsection 7.6 hereof and (z) the applicable Subordinated Debt DocumentsLeverage Ratio (calculated on a pro forma basis giving effect thereto) shall not be greater than 3.50:1.00 (and Company shall have delivered to Administrative Agent an Officer's Certificate (together with supporting information therefor), in form and substance reasonably satisfactory to Administrative Agent, certifying to the effect of clauses (y) and (z)), Company and Holdings may make Restricted Junior Payments to the extent necessary to permit MBW LLC to repurchase limited partnership interests from Dartford upon Dartford's exercise of the Company Repurchase Option (as such term is defined in the MBW LLC Agreement) as such option is in effect as of the Closing Date, in each case so long as MBW LLC applies the amount of such Restricted Junior Payments for such purposes.

Restricted Junior Payments. The No Credit Parties will not declare Party shall, nor shall it permit any of its Subsidiaries or Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at any time; provided, however, except that (ax) any Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Company; (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) Holdco Reorganization has occurred, so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower Companies may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required make Restricted Junior Payments to be delivered by the Credit Parties pursuant to Section 7.1 Holdings (a) hereofin an aggregate amount not to exceed $100,000 in any trailing twelve month period, together with to the Compliance Certificate required extent necessary to be delivered pursuant permit Holdings to Section 7.1(c) hereofpay general administrative costs and expenses incurred in the ordinary course of business, and (iib) the Credit Parties shall have delivered to the Agent evidence that after giving effect extent necessary to such paymentpermit Holdings to discharge the consolidated tax liabilities of Holdings and its Subsidiaries, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) each case so long as no Default under Section 9.1(a)(iiHoldings applies the amount of any such Restricted Junior Payment for such purpose, (y) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of on the Subordinated Indebtedness to Glacier Trust; provided, that such payments shall be made in Cash only until such time as the Administrative Agent has delivered a Subordinated Interest Deferral Notice to the Glacier Trustee and such payments shall be made in kind and not in Cash thereafter unless the Administrative Agent shall otherwise agree in writing, and Glacier Trust may apply such payments to pay dividends and other distributions on its Trust Preferred Securities and (z) so long as both (1) no Default or Event of Default is continuing or would result therefrom and (2) as of the dates date of such Restricted Junior Payment, both before and after giving pro forma effect to such Restricted Junior Payment, Availability (determined based on clause (b) of the definition of “Availability”) shall be greater than zero, Holdings may purchase and redeem its Capital Stock for the sole purpose of providing proceeds to Equity Interest Option Holders in order to permit such Equity Interest Option Holders to pay federal, state and provincial income taxes solely arising out of and relating to options and warrants owned by such Equity Interest Option Holders; provided, that, the aggregate amount of purchases and redemptions under this clause (z) during any Fiscal Year shall not exceed the sum of (1) $2,500,000 plus (2) the Additional Tax Amounts with respect to such Fiscal Year, if any. It is understood and agreed that the Administrative Agent may deliver the Subordinated Interest Deferral Notice to the Glacier Trustee at any time. Notwithstanding anything herein to the contrary, no amount shall be permitted to be distributed by any Credit Party to any Person that is not a Credit Party to pay, or otherwise in connection with, any Tax resulting from the cancellation or discharge of Indebtedness. The Credit Parties will not deliver any notice or take any action to commence, revoke or limit an “Extension Period” as defined in the amounts set forth in Junior Debentures without the applicable Subordinated Debt Documentsprior written consent of the Administrative Agent and Requisite Lenders. Following the request of the Administrative Agent, the Credit Parties shall take all such actions as are reasonably required to initiate the “Extension Period”, including, without limitation, delivery of an additional executed notice sufficient to commence the Extension Period.

Restricted Junior Payments. The Credit Parties will not declare Directly or indirectly through any manner or means, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at any time; provided, however, except that (a) any Restricted Subsidiary of any Core Ameresco Company may declare and pay dividends or make other distributions ratably to such Core Ameresco Company; the Borrower or any Restricted Subsidiary and to each other holder of equity therein, (b) so long as the Borrower may make payments in an aggregate amount not to exceed $25,000,000 in any Fiscal Year to Holdings to permit Holdings to purchase common stock or common stock options of Holdings from present or former officers or employees of Holdings or any Restricted Subsidiary upon the death, disability or termination of employment of such officer or employee, (c) the Borrower and Holdings may make Restricted Junior Payments; provided that in the case of this clause (c), both immediately prior to and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused therebyexist or result therefrom, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties Total Leverage Ratio shall have delivered be equal to the Agent evidence that or less than 3.50 to 1.00, calculated in accordance with Section 7.07 immediately prior to and after giving effect to such paymentRestricted Junior Payment as of the last day of the Fiscal Quarter most recently ended and (iii) the aggregate amount of Restricted Junior Payments made pursuant to this Section 7.04(c) shall not exceed the Available Amount that is Not Otherwise Applied, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(iito the extent constituting Restricted Junior Payments, the Borrower and the Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Sections 7.02, 7.08, 7.11(b) or Event 7.11(c), (e) the Borrower may make payments to Holdings the proceeds of Default shall have occurred and be continuing and no Event of Default which shall be caused therebyused to pay franchise taxes and other fees, taxes and expenses, including, without limitation, administrative and overhead costs, required to maintain the Credit Parties corporate or legal existence of Holdings, including, without limitation, D&O insurance premiums and SEC regulatory costs and expenses, and (f) the Borrower and Holdings may make regularly scheduled payments other Restricted Junior Payments in an aggregate amount for all such Restricted Junior Payments made under this clause (f) not to exceed the greater of interest but no principal in respect (x) $15,000,000 and (y) 11.0% of Subordinated Indebtedness on Consolidated Adjusted EBITDA for the dates and in four Fiscal Quarter period ending as of the amounts set forth in last day of the applicable Subordinated Debt Documentsmost recently ended Fiscal Quarter.

Restricted Junior Payments. The No Credit Parties will not declare Party shall, nor shall it permit any of its Subsidiaries or Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at any time; provided, however, except that (a) any Subsidiary FNA may make regularly scheduled payments of any Core Ameresco Company may pay dividends interest in respect of the Senior Notes in accordance with the terms of, and only to the extent required by the Senior Notes Indenture or the applicable agreements governing such Core Ameresco Companyother Indebtedness; (b) FNA may make Restricted Junior Payments to Holdings (i) in an aggregate amount not to exceed $15,000,000 in any Fiscal Year, to the extent necessary to permit Holdings to pay general administrative costs and expenses and not for any other purpose; provided, that any such payments to Holdings in respect of salaries, bonuses or fees paid to employees (other than such payments to retired or former employees as set forth on Schedule 4.20) shall not exceed $8,500,000 in the aggregate in any Fiscal Year unless Administrative Agent otherwise consents and (ii) to the extent necessary to permit Holdings to discharge the consolidated tax liabilities of Holdings and its Subsidiaries, in each case so long as no Default Holdings applies the amount of any such Restricted Junior Payment for such purpose; (c)[*]; and (d) Credit Parties may ----------------- * Confidential information has been omitted pursuant to a request to the Securities and Exchange Commission for confidential treatment. The information has been separately filed with the Commission. repurchase Capital Stock consisting of common stock held by employees pursuant to any employee stock ownership plan thereof upon the termination, retirement or Event death of Default has occurred any such employee in accordance with the provisions of such plan, provided, that, as to any such repurchase, each of the following conditions are satisfied: (i) as of the date of the payment for such repurchase and is continuing and after giving effect thereto, no Default or Event of Default shall be caused thereby, the Borrower may redeem exist or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default continuing, (ii) such repurchase shall be caused therebypaid with funds legally available therefor, the Borrower may declare and pay cash dividends, provided that (iiii) such payments repurchase shall be made only during not violate any law or regulation or the period commencing not earlier than 10 days after and ending not later than 90 days afterterms of any indenture, the date of delivery of the audited annual financial statements for the previous fiscal year required agreement or undertaking to be delivered which such Credit Party is a party or by the which such Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereofParty or its or their property are bound, and (iiiv) the Credit Parties aggregate amount of all payments for such repurchases in any calendar year shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documentsnot exceed $100,000.

Restricted Junior Payments. The No Credit Parties will not declare Party shall, nor shall it permit any of its Subsidiaries or Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at any time; providedPayment, however, that except (a) any Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Company; (b) so long as no Default or Event of Default has shall have occurred and is be continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem make regularly scheduled payments of interest in respect of Senior Unsecured Indebtedness in accordance with the terms of, and only to the extent required by, the indenture or purchase other agreement pursuant to which any such Indebtedness was issued, (b) the Borrower may make cash payments in connection with conversions pursuant to the terms of the Hologic Convertible Notes or other convertible Indebtedness issued as permitted by Section 6.1(n) so long as (i) the capital stock no Default or Equity Rights Event of any employee, officer Default shall have occurred and be continuing or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year shall be caused thereby and (ii) warrants or other equity interests held the Borrower shall have delivered to the Administrative Agent a compliance certificate signed by Boston Capital for aggregate cash consideration an Authorized Officer demonstrating compliance with the financial covenants hereunder and a Minimum Liquidity of not less than $100,000,000, in excess each case, after giving effect to the subject Restricted Junior Payment and reaffirming that the representations and warranties made hereunder are true and complete in all material respects as of $11,320,000 at any time from and after the Restatement Date; such date, (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare make regularly scheduled payments of interest in respect of any Subordinated Indebtedness permitted hereby in accordance with the terms of, and pay cash dividendsonly to the extent required by, provided that (i) such payments shall be made only during and subject to the period commencing not earlier than 10 days after and ending not later than 90 days aftersubordination provisions contained in, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties indenture or other agreement pursuant to Section 7.1 (a) hereofwhich such Subordinated Indebtedness was issued, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default or shall be caused thereby, the Credit Parties Borrower may make regularly scheduled payments repurchase, redeem or otherwise acquire or retire for value any Equity Interests of the Borrower or any of its Subsidiaries held by any current or former officer, director, consultant or employee of the Borrower or any of its Subsidiaries, or his or her estate, spouse, former spouse, or family member (or pay principal or interest but on any Indebtedness issued in connection with such repurchase, redemption or other acquisition) pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement or benefit plan of any kind, (e) the Borrower and its Subsidiaries may repurchase Equity Interests which repurchase is deemed to occur upon any “cashless” exercise of stock options, warrants or other convertible securities, (f) so long as no principal Default or Event of Default shall have occurred and be continuing or shall be caused thereby, the Borrower and its Subsidiaries may perform their obligations to support the price per share of the Borrower common stock in respect of Subordinated price protection agreements entered into with sellers under Prior Acquisitions and Permitted Acquisitions, (g) the Borrower may make payments pursuant to the terms of Indebtedness incurred in connection with the settlement of Adverse Proceedings listed on Schedule 4.11, (h) Equity Interests surrendered to the dates and Borrower or its Subsidiaries in connection with any indemnification or withholding obligation, (i) the Borrower may make cash payments in the amounts form of cash settlements with respect to the Spread Overlay Agreements in accordance with the terms thereof, and only to the extent required thereby, so long as the Borrower receives contemporaneously with or within ninety (90) days preceding such distribution aggregate cash payments in connection with such Spread Overlay Agreements of not less than the amount of such distribution and (j) as set forth in the applicable Subordinated Debt Documentson Schedule 6.4 hereof.

Restricted Junior Payments. The No Credit Parties will not declare Party shall, nor shall it permit any of its Subsidiaries or Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at any time; provided, however, except that (a) any Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Company; (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no or shall be caused thereby (except that distributions made pursuant to clause (b)(ii) of this Section may be made regardless of whether a Default or Event of Default shall be caused therebyhas occurred and is continuing), (a) Subsidiaries of the Borrower Companies may declare make dividends and pay cash dividendsdistributions to the Companies, provided that (b) Intermediate Holdings may make Restricted Junior Payments (i) to Holdings in an aggregate amount not to exceed $200,000 in any trailing twelve-month period, to the extent necessary to permit Holdings to pay general administrative costs and expenses, (ii) to Holdings (and by Holdings to its equity holders) to the extent necessary for Permitted Tax Payments and (iii) subject to any applicable subordination terms therefor, to Holdings in order to permit Holdings to make scheduled payments of accrued interest and principal (or similar payments or distributions) in respect of any Approved Subordinated Debt, provided, with respect to each such payments payment in respect of the Approved Subordinated Debt, the Chief Financial Officer of Holdings shall be made only during have delivered an officer’s certificate representing and warranting and otherwise demonstrating and calculating to the period commencing not earlier than 10 days after and ending not later than 90 days aftersatisfaction of Administrative Agent that, as of the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 such payment, (aA) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that Consolidated Liquidity is at least $3,000,000 after giving effect to such payment, (B) on a pro forma basis before and after giving effect to such payment (as if such payment was made during the Credit Parties shall be applicable test period), the Companies are in projected pro-forma compliance as of such date with the financial covenants set forth in Section 8.10 hereof 6.8 for the period Fiscal Quarter most recently ended on a pro forma basis assuming that the applicable covenant levels set forth therein with respect to the maximum Senior Leverage Ratio and maximum Total Leverage Ratio permitted thereunder are 0.25 times more restrictive, and (C) no Default or Event of four fiscal quarters occurring immediately after Default exists or would result therefrom, in each case for clause (b) above so long as the amount of any such payment; and Restricted Junior Payment is applied for such purpose, (c) Holdings may issue Capital Stock (other than Disqualified Stock) pursuant to incentive compensation plans in favor of employees, (d) Intermediate Holdings and Holdings may make the Closing Date Distribution, (e) cash distributions on the Capital Stock of SSAO may be made to other Companies or on a pro rata basis consistent with Section 6.1(b) of the SSAO Operating Agreement, (f) to the extent constituting Restricted Junior Payments, payments made pursuant to the exercise of the Put Option in accordance with, and as defined in, Section 3.4(c) of the SSAO Operating Agreement, so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred is continuing at the time of any such payment, (g) cash distributions on the Capital Stock of BAO may be made to other Companies or on a pro rata basis consistent with Section 6.1(b) of the BAO Operating Agreement, and be continuing (h) to the extent constituting Restricted Junior Payments, payments made pursuant to the exercise of the Call Option in accordance with, and as defined in, Section 3.3(c) of the BAO Operating Agreement, so long as no Default or Event of Default is continuing at the time of any such payment. Notwithstanding anything herein to the contrary, no amount shall be caused therebypermitted to be distributed by any Credit Party to pay, or otherwise in connection with, any Tax resulting from the Credit Parties may make regularly scheduled payments cancellation or discharge of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt DocumentsIndebtedness.

Restricted Junior Payments. The Credit Parties Borrower will not, and will not permit any Subsidiary to, declare or make make, or agree to pay or make, directly or indirectly, any Restricted Junior Payment at Payment, or incur any time; providedobligation (contingent or otherwise) to do so, however, except that (a) the Borrower or any Subsidiary of any Core Ameresco Company may declare and pay dividends dividends, and make other distributions, with respect to such Core Ameresco Company; its Equity Interests payable solely in additional Equity Interests, (b) so long as no Default any Subsidiary may declare and pay dividends or Event make other distributions with respect to its Equity Interests ratably to the holders of Default has occurred such Equity Interests, (c) the Borrower and is continuing and no Default or Event of Default shall be caused therebyits Subsidiaries may make Restricted Junior Payments, not exceeding $100,000,000 in the aggregate for any Fiscal Year, (d) the Borrower may redeem or purchase otherwise cancel Equity Interests or rights in respect thereof granted to directors, officers, employees or other providers of services to the Borrower and the Subsidiaries in an amount required to satisfy tax withholding obligations related to the vesting, settlement or exercise of such Equity Interests or rights, and may issue common Equity Interests to settle rights in respect of Equity Interests, and (e) the Borrower may make additional cash Restricted Junior Payments so long as at the time of and after giving effect to each such Restricted Junior Payment, (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documents.and

Restricted Junior Payments. The Credit Parties will shall not, and shall not declare permit any of their respective Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; provided, however, provided that (ai) any Subsidiary Borrower may make distributions to Holdings or NewHoldco for tax obligations incurred by Holdings or NewHoldco as a result of the capital structure of Holdings, NewHoldco and the Credit Parties or the operations or business of the Borrower and its Subsidiaries including the pass-through of income to Holdings or NewHoldco from the Credit Parties or as a result of the disposition by Holdings or NewHoldco of any Core Ameresco Company may pay dividends to such Core Ameresco Companyinterest in a Credit Party (including capital gains taxes); (bii) so as long as no Event of Default or Potential Event of Default has occurred and is continuing or would result therefrom: (a) Borrower may make Cash advances (any such advance by Borrower or direct payment by Borrower or any of its Subsidiaries in lieu of making such advance, being a “Holdings Advance”) to Holdings or NewHoldco in an amount sufficient to enable Holdings to pay reasonable and customary fees, costs and expenses incurred by Holdings (and not payable to Affiliates of Holdings) in connection with the public issuance of Securities of Holdings (provided that each such Holdings Advance is evidenced by a promissory note (which may consist of one master note that covers all Holding Advances from time to time) payable on demand by Borrower) and (b) on or after the applicable Permitted Dividend Date, Borrower may pay dividends to Holdings or NewHoldco to permit Holdings or NewHoldco to pay interest, dividends or other coupon in respect of Permitted Equity Financings in an aggregate amount not to exceed the corresponding amount of interest, dividends or other coupon then due and payable in accordance with the terms (without giving effect to any default, optional condition or other contingency) of such Permitted Equity Financings; and (iii) as long as no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Potential Event of Default shall have has occurred and be is continuing or would result therefrom and no Default or Event of Default shall be caused thereby, the Consolidated Total Debt Ratio at such time and immediately prior to and after (on a pro forma basis giving effect to the repurchase) is less than 5.00:1.00 (and Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Administrative Agent evidence that after giving effect a Compliance Certificate to such payment, the Credit Parties shall be effect): Borrower may make Cash advances to Holdings or NewHoldco in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; an amount sufficient to enable Holdings to repurchase and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in except for holding the applicable Subordinated Debt Documentsrepurchased public Securities as treasury stock) retire or otherwise terminate up to an aggregate of Twenty-Five Million Dollars ($25,000,000) of the public Securities of Holdings during the term of this Agreement.

Restricted Junior Payments. The No Credit Parties will not declare Party shall, nor shall it permit any of its Subsidiaries through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at except for: (a) the declaration, order, payment, making or setting apart (or any timeagreement to do any of the foregoing) of any Restricted Junior Payment by any Subsidiary of Borrower ratably to its direct equity holders (provided that any Credit Party may receive a greater than ratable portion of such Restricted Junior Payment); (b) the redemption, repurchase, retirement, defeasance or other acquisition of any Equity Interests, including any accrued and unpaid dividends thereon, or Subordinated Indebtedness of Borrower or any Equity Interests of any direct or indirect parent company of Borrower, in exchange for, or out of the proceeds of, the substantially concurrent sale (other than to a Subsidiary) of, Equity Interests of Borrower or any direct or indirect parent company of Borrower to the extent contributed to Borrower (in each case, other than any Disqualified Equity Interests) or Subordinated Indebtedness incurred under Section 6.1; provided that any such Subordinated Indebtedness shall be Refinancing Indebtedness; (c) refinancings of Indebtedness permitted by Section 6.1; (d) any Restricted Junior Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Equity Interests) of Borrower held by any future, present or former employee, director, officer or consultant of Borrower or any of its Subsidiaries or any direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement (including, for the avoidance of doubt, any principal and interest payable on any notes issued by Borrower or any direct or indirect parent company of Borrower in connection with any such repurchase, retirement or other acquisition), or any stock subscription or shareholder agreement, including any Equity Interest rolled over by management of Borrower or any direct or indirect parent company of Borrower in connection with the 2010 Transactions; provided, howeverthat the aggregate amount of Restricted Junior Payments made under this clause (d) shall not exceed in any calendar year $25,000,000 (with unused amounts for any year being carried over to the next succeeding year, but not to any subsequent year, and the permitted amount for each year shall be used prior to any amount carried over from the previous year); provided further that such amount in any calendar year may be increased by an amount not to exceed: (ai) any Subsidiary the cash proceeds of key man life insurance policies received by Borrower or its Subsidiaries after the Original Closing Date; less (ii) the amount of any Core Ameresco Company may pay dividends to such Core Ameresco CompanyRestricted Junior Payments previously made with the cash proceeds described in subclause (i) of this clause (d); (be) cashless repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (f) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Borrower or any direct or indirect parent company of Borrower; (g) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused therebycontinuing, the Borrower may redeem or purchase (i) the capital Borrower may repurchase shares of Borrower’s common stock within six months before or Equity Rights of after any employeeconversion date for Borrower Convertible Notes, officer or director of any Credit Party for which repurchases may be in an aggregate cash consideration amount not to exceed $1,000,000 in any fiscal year the number of shares of Borrower’s common stock delivered upon conversion of Borrower Convertible Notes on such conversion date and (ii) warrants Borrower may repurchase shares of Borrower’s common stock within six months before or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event settlement of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, any written call option agreements entered into in connection with the Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery issuance of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereofVPI Convertible Notes, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall which repurchases may be in projected proan aggregate amount not to exceed the number of shares of Borrower’s common stock delivered upon settlement of such written call options; - 114 -forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documents.

Restricted Junior Payments. The Credit Parties will Company shall not, and shall not declare permit any of its respective Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; provided, however, provided that (ai) any Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Companymake scheduled interest payments in respect of the Subordinated Notes in accordance with the terms of the Subordinated Note Indenture; (bii) Company may make scheduled interest and principal payments in respect of the Existing Seller Note and any Permitted Seller Notes permitted by subsection 7.1(viii) in accordance with the terms of the Existing Seller Note and such Permitted Seller Notes; (iii) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Potential Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, Company may make payments in an aggregate amount not to exceed $1,000,000 in any Fiscal Year to the Borrower may declare and pay cash dividendsextent necessary to repurchase shares of Company Common Stock from officers, provided that (i) directors or employees of Company or any of its Subsidiaries following termination of employment of any such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days afterofficer, the date director or employee by reason of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereofdeath, together disability, retirement or resignation or following other events customarily requiring or permitting such repurchase, in each case in accordance with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereofterms of customary terms of management and/or employee stock plans, and stock subscription agreements or shareholder agreements entered into with officers, directors or employees of Company or any of its Subsidiaries; (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (div) so long as no Event of Default under Section 9.1(a)(ii) or Potential Event of Default shall have occurred and be continuing and no Event of Default or shall be caused thereby, the Credit Parties Company may repurchase Company Preferred Stock and make regularly scheduled payments of interest but accrued and unpaid dividends to the holders of Company Preferred Stock, provided that in no event may Company pay any dividend on or repurchase Company Preferred Stock unless both (x) the Leverage Ratio for the most recently ended four-Fiscal Quarter period does not exceed 2.0:1.0 and (y) at least 50% of the initial aggregate principal in respect amount of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt DocumentsTerm Loans has been repaid.

Restricted Junior Payments. The Credit Parties will Borrower shall not, and shall not declare permit any of its Subsidiaries to, directly or make indirectly, declare, order or pay any sum for any Restricted Junior Payment at any timePayment; provided, however, provided that (a) any Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Company; (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the occurs as a result thereof Borrower may declare make the following Restricted Junior Payments: (i) payment of all Subordinated Debt owed to Circus (the principal amount of which is $35,103,549) on the Closing Date, together with interest thereon through the Closing Date; (ii) Tax Distributions to General Partners in proportion to their Percentage Interests; (iii) In addition to the foregoing, during the Make-Well Period, Other Borrower Distributions which do not exceed 45% of Available Cash Flow for the period beginning with the first full fiscal quarter after the Closing Date and pay cash dividendsending with the then most recently ended fiscal quarter (calculated without reduction for such Other Borrower Distribution), provided that (i) no such payments Borrower Distributions shall be made only during if the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery Make-Well Leverage Ratio (as of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, then most recent Fiscal Quarter and (ii) the Credit Parties shall have delivered to the Agent evidence that after on a pro forma basis giving effect to such payment, the Credit Parties shall ) would be in projected pro-forma compliance with excess of 4.75:1.00; and (iv) In addition to the financial covenants set forth in Section 8.10 hereof foregoing, following the Make- Well Period, Other Borrower Distributions which do not exceed 25% of Available Cash Flow for the period beginning with the first day of four the fiscal quarters occurring immediately after quarter during which the Make-Well Period ended and ending with the then most recently ended fiscal quarter (calculated without reduction for such paymentOther Borrower Distributions); and (d) Neither Borrower nor any of its Subsidiaries may directly or indirectly declare, order, pay or make, or set apart any sum or property for, any Restricted Junior Payment or agree to do so long except as no Default under permitted by this Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documents.7.5. 7.6

Restricted Junior Payments. The Credit Parties will Company shall not, and shall not declare permit any of its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; provided that Company may make mandatory payments in respect of the Convertible Subordinated Notes and the Convertible Series A Preferred Stock in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the indenture or other agreement pursuant to which such Subordinated Indebtedness was issued, as such indenture or other agreement may be amended from time to time to the extent permitted under subsection 7.13, and the Subordination Agreement, as the case may be; provided, howeverfurther, that (a) any Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Company; (b) so long as no Default or Event make payments for acquisitions of Default has occurred and is continuing and no Default or Event shares of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital its common stock or Equity Rights of from any employee, officer or director of any Credit Party for Person in an aggregate cash consideration amount not to exceed $1,000,000 50,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) Fiscal Year so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, or Potential Event of Default exists at the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates time such payment is agreed upon or made (or would result therefrom) and (ii) except in the amounts set forth case of payments for acquisitions of its common stock (a) from its current or former employees in an aggregate amount not to exceed $1,500,000 in any Fiscal Year and (b) from any Person in an aggregate amount not to exceed $7,500,000 in any Fiscal Year acquired for purposes of delivery to eligible employees in connection with purchases made pursuant to the applicable Subordinated Debt DocumentsKorn/Ferry International Employee Stock Purchase Plan, after giving pro forma effect to such payment, Company will be in compliance with the provisions of subsection 7.6 as of and for the most recently completed period of four consecutive Fiscal Quarters ending prior to such payment for which financial statements required by subsections 6.1(iii), (iv) and (v) have been delivered (and Company has delivered to Administrative Agent an Officer’s Certificate so stating and attaching financial information and calculations in form and substance reasonably satisfactory to Administrative Agent required to confirm such statement).

Restricted Junior Payments. The Credit Parties will Company and Borrowers shall not, and shall not declare permit any of its and their Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; provided, however, provided that (aA) any Subsidiary of any Core Ameresco Company may pay dividends (i) make Holdings Ordinary Course Payments to such Core Ameresco Company; (b) the extent then due and payable, so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, Holdings applies the Borrower may redeem or purchase (i) the capital stock or Equity Rights amount of any employee, officer or director of any Credit Party such Restricted Junior Payment for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and such purpose; (ii) warrants or other equity interests held by Boston Capital make Restricted Junior Payments to Holdings for aggregate cash consideration not purchases of Common Stock of Holdings in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together connection with the Compliance Certificate required to be delivered pursuant to Section 7.1(cadministration of Holdings’ employee benefits program and repurchases of employee shares, (iii) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of any Subordinated Indebtedness (including the Existing BSN Senior Subordinated Notes) in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the indenture or other agreement pursuant to which such Subordinated Indebtedness was issued, as such indenture or other agreement may be amended from time to time to the extent not prohibited by subsection 6.12A; provided, in the case of Company’s intercompany note to Holdings, such payments of interest shall be limited to non-cash payments on a basis consistent with past practices and (v) make, and Subsidiaries of Company may make, payments of intercompany indebtedness other than payments of Company’s intercompany Indebtedness to Holdings and (B) BSN and its Subsidiaries may use the proceeds of the French Tranche C3 Term Loans to make BSN Change of Control Payments on the dates BSN Change of Control Payment Date and may redeem, repurchase or otherwise repay the BSN Senior Subordinated Notes with the proceeds of Indebtedness incurred under subsection 6.1(xv). The provisions of this subsection 6.5 shall not be breached by the payment of any Restricted Junior Payments to Holdings for the purposes of Holdings making a dividend payment under clause (x) of Holdings Ordinary Course Payments definition within 60 days after the declaration of the dividend by Holdings, if at such date of declaration, the making of such payment would not have been in the amounts set forth in the applicable Subordinated Debt Documentsviolation of this subsection.

Restricted Junior Payments. The No Credit Parties will not declare Party shall, nor shall it permit any of its Subsidiaries through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at any time; providedin respect of such Credit Party or Subsidiary, howeveras applicable, except that (a) any Subsidiary of any Core Ameresco Company may pay dividends make regularly scheduled payments of interest in respect of the Senior Subordinated Notes in accordance with the terms of, and only to such Core Ameresco Companythe extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture; (b) so long as no Default Company may extend, renew, refinance or Event replace Subordinated Indebtedness to the extent permitted under Section 6.1(c); (c) any Subsidiary may pay dividends or make other distributions with respect to any class of Default has occurred its issued and outstanding Capital Stock or intercompany Indebtedness permitted by clauses (i) through (iii) of Section 6.1(b); provided, any dividends and other distributions by a Subsidiary that is continuing not Wholly-Owned (i) are paid in Cash on a pro rata basis among the holders of each applicable class of Capital Stock and no (ii) are not made to any Person other than Company or its Subsidiaries at any time when a Default or Event of Default shall have occurred and be continuing or shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (cd) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower Company may declare and pay cash dividends, provided that make Restricted Junior Payments to Holdings (i) such payments shall be made only during in an aggregate amount not to exceed $1,000,000 in any Fiscal Year, to the period commencing not earlier than 10 days after extent necessary to permit Holdings to pay general administrative costs and ending not later than 90 days afterexpenses and to pay franchise taxes and other fees to maintain its corporate existence, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect extent necessary to such payment, permit Holdings to discharge the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period consolidated tax liabilities of four fiscal quarters occurring immediately after such payment; Holdings and its Subsidiaries and (diii) to the extent necessary to fund Restricted Junior Payments by Holdings in accordance with clause (e) below, provided, in each of cases (i), (ii) and (iii) Holdings promptly applies the amount of any such Restricted Junior Payment for such purpose; (e) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default or shall be caused thereby, the Credit Parties following additional payments may be made to holders or purchasers of Capital Stock of Holdings and its Subsidiaries: (i) Holdings may purchase its Capital Stock for Cash from present or former officers and employees of Holdings or any of its Subsidiaries in accordance with the terms of the Employee Leverage Program, Stockholder Agreements and stock option plans upon the death, disability or termination of employment of such officer or employee, provided, the aggregate amount of such Restricted Junior Payment does not exceed $3,000,000 per Fiscal Year and (ii) any Subsidiary acquired in a Permitted Acquisition may make regularly scheduled Cash payments to redeem, retire or repurchase Capital Stock in such Subsidiary held by a minority investor permitted under clause (iii) of the definition of "Permitted Acquisition," provided, in the case of this clause (ii), the aggregate amount of all such payments by Holdings and its Subsidiaries (exclusive of amounts permitted by Section 6.5(d)) does not exceed $4,000,000 during any Fiscal Year and $12,000,000 from the Closing Date; and (f) payments of interest but no principal in respect of Subordinated Indebtedness Xxxxxx Acquisition Financing Requirements on or prior to the dates and in Delayed Draw Commitment Termination Date as contemplated by the amounts set forth in the applicable Subordinated Debt DocumentsXxxxxx Merger Agreement.

Restricted Junior Payments. The No Credit Parties will not declare Party shall, nor shall it permit any of its Subsidiaries or Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at any time; providedPayment, however, except that (a) any Subsidiary Company may make regularly scheduled payments of interest in respect of any Core Ameresco Company Subordinated Indebtedness in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the indenture or other agreement pursuant to which such Subordinated Indebtedness was issued as such indenture or other agreement may pay dividends be amended from time to such Core Ameresco Companytime to the extent permitted under Section 6.14; (b) so long as no Default or Event of Default has shall have occurred and is be continuing and no Default or Event of Default shall be caused thereby, the Borrower Company may redeem or purchase make Restricted Junior Payments (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for in an aggregate cash consideration amount not to exceed $1,000,000 500,000 in any fiscal year Fiscal Year, to the extent necessary to permit Holdings to pay general administrative costs and expenses and (ii) warrants or other equity interests held by Boston Capital to the extent necessary to permit Holdings to discharge the consolidated tax liabilities of Holdings and its Subsidiaries, in each case so long as Holdings applies the amount of any such Restricted Junior Payment for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Datesuch purpose; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, Holdings may repurchase stock and options from any stockholder (x) in exchange for notes issued pursuant to Section 6.1(p), (y) in exchange for Capital Stock of Holdings or (z) in exchange for Cash and Cash Equivalents (and Company may make Restricted Junior Payments to Holdings) in an amount not to exceed $5,750,000 in any Fiscal Year and $23,000,000 in the Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only during aggregate from the period commencing not earlier than 10 days after and ending not later than 90 days after, Closing Date to the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; determination and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties Company may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt DocumentsManagement Fees.

Restricted Junior Payments. The No Credit Parties will not declare Party shall, nor shall it permit any of its Subsidiaries to, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at except that (a) Company (and in the case of Permitted Holding Debt, Holding) may make regularly scheduled payments of interest in respect of Subordinated Indebtedness in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the indenture or other agreement pursuant to which such Subordinated Indebtedness was issued; (b) Company may refinance the Bridge Facility with the proceeds of Permitted Refinancing Indebtedness; (c) Company may make Restricted Junior Payments to Holding (i) to permit Holding to pay any timeincome tax payable by Holding and (ii) so long as no Event of Default shall have occurred and be continuing or shall be caused thereby, in an aggregate amount not to exceed $5,000,000 in any Fiscal Year, to the extent necessary to permit Holding to pay general administrative costs and expenses, and other fees and expenses in connection with the maintenance of its existence; (d) so long as no Event of Default shall have occurred and be continuing or shall be caused thereby, Holding may purchase or redeem (and Company may declare and pay dividends or make other distributions to Holding the proceeds of which are to be used by Holding to so purchase or redeem) Capital Stock of Holding (including related stock appreciation rights or similar securities) held by then present or former officers or employees of Holding, Company or any of their Subsidiaries or by any Pension Plan upon such person’s death, disability, retirement or termination of employment or under the terms of any such Pension Plan or any other agreement under which such shares of stock or related rights were issued, provided that the aggregate amount of such purchases or redemptions under this paragraph (d) shall not exceed in any calendar year $5,000,000 (plus the amount of net proceeds received by Holding or Company during such calendar year from Employee Equity Sales and the amount of net proceeds of any key-man life insurance received during such calendar year); provided, however, that the aggregate amount of such purchases or redemptions that may be made pursuant to this paragraph (ad) any Subsidiary shall not exceed $15,000,000 (plus the amount of net proceeds received by Holding or Company after the date of this Agreement from Employee Equity Sales and the amount of any Core Ameresco Company may pay dividends to such Core Ameresco Companybonuses received by management of HM in connection with the Acquisition that are rolled into Capital Stock of Holding); (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (ce) so long as no Default or Event of Default shall have occurred and be continuing continuing, Company may make Restricted Junior Payments to Holding to the extent necessary to permit Holding to make, and no Default Holding may make payments required under the Sponsors Monitoring Agreement, provided that such amounts are so applied and are permitted pursuant to Section 6.11; (f) Holding may make non-cash repurchases of Capital Stock deemed to occur upon exercise of stock options if such Capital Stock represents a portion of the exercise price of such options; (g) Company may repurchase or Event redeem the Bridge Facility or the Permitted Refinancing Indebtedness related thereto with the proceeds of Default shall an initial public offering of common stock of Holding contributed to Company by Holding, in an amount equal to that portion of the net cash proceeds of such initial public offering not required to be caused therebyused to prepay Loans and reduce commitments pursuant to Section 2.14(c); (h) subject to the following conditions, the Borrower Company may declare and pay cash dividends, provided that (i) such dividends to Holding sufficient to enable Holding to make the payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 described in clause (a) hereof, together above with the Compliance Certificate required respect to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) Permitted Holding Debt so long as no (y) Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing or would be caused thereby by and (z) Holding and its Subsidiaries shall be in compliance, on a Pro Forma Basis after giving effect to the payment of such dividend, with the covenants contained in Section 6.7(a)-(c) recomputed as of the last day of the most recently ended Fiscal Quarter as if such dividend had been made on the first day of each relevant period for testing compliance; (i) Company may make distributions or payments of Receivables Fees; (j) Company and Holding may declare and pay dividends on their Capital Stock in an amount equal to the EBITDA Purchase Price Adjustment Amount multiplied by the percentage obtained by dividing (1) the aggregate consideration paid in respect of the Sponsor Equity on the Closing Date, by (2) the sum of (x) the aggregate Term Loan B Exposures of all Lenders, plus (y) the consideration paid in respect of the Sponsor Equity on the Closing Date, plus (z) the aggregate principal amount of outstanding Indebtedness under the Bridge Facility Documents; (k) prior to the earlier of (i) the Bridge Refinancing Date and (ii) the issuance of the exchange notes contemplated by the Bridge Facility, so long as no Default or Event of Default shall have occurred and be continuing or be caused thereby, the Credit Parties Company may make regularly scheduled payments a prepayment of interest but no Indebtedness under the Bridge Facility in an amount equal to the EBITDA Purchase Price Adjustment Amount multiplied by the percentage obtained by dividing (1) the aggregate principal amount of outstanding Indebtedness under the Bridge Facility Documents, by (2) the sum of (x) the aggregate Term Loan B Exposures of all Lenders, plus (y) the consideration paid in respect of Subordinated Indebtedness the Sponsor Equity on the dates Closing Date, plus (z) the aggregate principal amount of outstanding Indebtedness under the Bridge Facility Documents; and (1) distributions to Holding in the amounts set forth in the applicable Subordinated Debt Documentspermitted to be used to capitalize a Receivables Subsidiary as contemplated under Section 6.6(r), so long as Holding immediately contributes such amount to a Receivables Subsidiary.

Restricted Junior Payments. The Credit Parties will not declare Declare or make, directly or indirectly, any Restricted Junior Payment; provided that (i) the Borrower may make regularly scheduled payments of interest and payments of Special Interest (as defined in the Convertible Senior Notes Indenture) in respect of the Convertible Senior Notes in accordance with the terms of, and only to the extent required by, and subject to any applicable subordination provisions contained in, the indenture or other agreement pursuant to which any such Indebtedness was issued, (ii) during any Fiscal Year, the Borrower may make Restricted Junior Payments of up to $15,000,000 plus 50% of the Borrower Net Income (or, if Borrower Net Income is negative, 100% of the Borrower Net Income) for the prior Fiscal Year so long as, in the case of any Restricted Junior Payment at any time; providedmade pursuant to this clause (ii), however, that (a) any Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Company; (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing at the time of such payment or exist immediately after giving effect thereto and no Default or Event of Default shall be caused thereby, (b) the Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Administrative Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma a compliance certificate signed by an Authorized Officer demonstrating compliance with the financial covenants set forth hereunder and a Minimum Liquidity of not less than $100,000,000, in Section 8.10 hereof for each case, after giving effect to the period subject Restricted Junior Payment and reaffirming that the representations and warranties made hereunder are true and complete in all material respects as of four fiscal quarters occurring immediately after such paymentdate; provided, however, that (A) the Minimum Liquidity condition shall not apply to any distribution in the form of cash settlements with respect to either the Spread Overlay Agreements in accordance with the terms thereof or the early conversion of the Convertible Senior Notes in accordance with the terms thereof and (dB) the Minimum Liquidity condition shall only apply to Restricted Junior Payments (other than those described in the preceding clause (A)) in excess of an aggregate amount of $15,000,000 of such Restricted Junior Payments made pursuant to this clause (ii), (iii) the Borrower may make distributions in the form of cash settlements with respect to the early 102 conversion of the Convertible Senior Notes so long as as, in the case of any Restricted Junior Payment made pursuant to this clause (iii), (a) no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing at the time of such payment or exist immediately after giving effect thereto and no Event (b) the Borrower shall have delivered to the Administrative Agent a compliance certificate signed by an Authorized Officer demonstrating compliance with the financial covenants hereunder and a Minimum Liquidity of Default shall be caused not less than $100,000,000, in each case, after giving effect to the subject Restricted Junior Payment and reaffirming that the representations and warranties made hereunder are true and complete in all material respects as of such date and (iv) the Borrower may make distributions in the form of cash settlements with respect to the Spread Overlay Agreements in accordance with the terms thereof, and only to the extent required thereby, so long as the Credit Parties may make regularly scheduled payments Borrower receives within thirty (30) days of interest but no principal such distribution a cash payment in respect connection with such cash settlement of Subordinated Indebtedness on not less than the dates and in the amounts set forth in the applicable Subordinated Debt Documentsamount of such distribution.

Restricted Junior Payments. The Credit Parties will Subsection 7.5 shall be amended by deleting in its entirety and substituting the following therefor: "Company shall not, and shall not declare permit any of its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; provided, however, provided that (a) any Subsidiary of any Core Ameresco Company may pay dividends (i) make regularly -------- scheduled payments of principal and interest in respect of the Unsecured Subordinated Notes in accordance with the terms of, and only to such Core Ameresco Company; the extent required by, and subject to the subordination provisions contained in the Unsecured Subordinated Note Indenture, as the Unsecured Subordinated Note Indenture may be amended from time to time to the extent permitted under subsection 7.15, (bii) make, so long as no Default or Potential Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing continuing, payments to purchase Company Common Stock, Company Preferred Stock or options, warrants or rights to purchase or acquire Company Common Stock or Company Preferred Stock (and no Default payments of accrued and unpaid dividends in connection with any such purchase of Company Preferred Stock) to officers or Event employees or former officers or employees (or their trusts, estates or estate beneficiaries) upon death, disability, retirement or termination of Default shall be caused therebyemployment from Company or its Subsidiaries not to exceed $1,000,000 during each fiscal year, plus the Borrower may declare and pay cash dividendsamount of any Cash proceeds received by Company ---- from the sale of Company Common Stock or Company Preferred Stock to officers or employees of Company or its Subsidiaries within such fiscal year, provided that (i) in no event shall the aggregate of all such payments shall be -------- made only during after the period commencing not earlier than 10 days Closing Date exceed $5,000,000 plus the amount of any Cash ---- proceeds received by Company from the sale of Company Common Stock or Company Preferred Stock to officers or employees of Company or its Subsidiaries after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such paymentClosing Date; and (diii) so long as no Default under Section 9.1(a)(iiissue shares of Company Common Stock or Company Preferred Stock (and warrants to purchase Company Common Stock or Company Preferred Stock) or Event in exchange for all of Default shall have occurred the outstanding shares of the Series A Preferred Stock and be continuing Series B Preferred Stock of Company and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documentsall accrued dividends thereon."

Restricted Junior Payments. The Credit Parties will Company shall not directly or indirectly (i) declare or pay any dividend or make any distribution on Capital Stock of Company or to the holders of its Capital Stock (other than dividends or distributions payable in Company's Common Stock or in shares of Capital Stock of the same class held by such holders or in options, warrants or other rights to purchase Company's Common Stock or such Capital Stock) or (ii) purchase, redeem or otherwise acquire or retire for value, or permit any Subsidiary of Company to, directly or 107 114 indirectly, purchase, redeem or otherwise acquire or retire for value, any such Capital Stock of Company (other than in exchange for Company's Common Stock or options, warrants or other rights to purchase Company's Common Stock or such Capital Stock) or (iii) make, or permit any Subsidiary to make, any Investment in any Unrestricted Subsidiary (other than Permitted Investments) (the foregoing actions set forth in clauses (i), (ii) and (iii) being referred to as "RESTRICTED JUNIOR PAYMENTS") if at the time of such Restricted Junior Payment at any time; provided, however, that (a) any Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Company; (b) so long as no Default or an Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not with respect to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default Section 9.3 shall have occurred and be continuing and no Default or Event would result from the making of Default shall be caused therebysuch Restricted Junior Payment, the Borrower may declare and pay cash dividends, provided that or (ib) such payments Restricted Junior Payment is prohibited under the terms of any indentures (as amended from time to time) of Company executed in connection with the Subordinated Securities or other Subordinated Indebtedness (unless such terms are waived by the requisite holders of such securities or indebtedness or such Restricted Junior Payment is consented to by such holders). The restrictions on the making of Restricted Junior Payments set forth in clause (b) above shall not be made only during applicable so long as the period commencing aggregate amount of the Subordinated Indebtedness outstanding is less than $250,000,000. For purposes of this subsection 9.2, an Unrestricted Subsidiary shall not earlier than 10 be deemed to be a Subsidiary of Company. The provisions of this subsection 9.2 shall not be violated by reason of (x) the payment of any dividend within 60 days after and ending not later than 90 days after, the date of delivery declaration thereof, if at such date of declaration such payment would comply with the provisions of this subsection 9.2, (y) the payment of dividends on Company's Common Stock of up to 6% per annum of the audited annual financial statements for aggregate net proceeds received by Company in the previous fiscal year required initial public offering of such stock in April, 1990 and any public offerings of such stock subsequent to be delivered by such initial public offering and (z) the Credit Parties repurchase of Capital Stock of Company from Management Investors pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required terms of the subscription and option agreements under which such Management Investors have purchased or will purchase Company's Capital Stock as in effect from time to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documentstime.

Restricted Junior Payments. The Credit Parties will Company shall not, and shall not declare permit any of its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; provided, however, that (a) any Subsidiary of any Core Ameresco Company may pay dividends to such Core Ameresco Company; (b) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare and pay cash dividends, provided that (i) Company may issue Management Notes; -------- (ii) Company may pay Cash interest or make Cash payments of principal on the Management Notes and may purchase for Cash a member of Company's management's interests in the Trusts (or successor entities of the Trusts) in an aggregate amount for all such payments or purchases not to exceed $10,000,000 provided -------- that such Cash Restricted Junior Payments shall be made only during not exceed (A) $1,000,000 in the period commencing not earlier than 10 days after and ending not later than 90 days after, aggregate for any one Fiscal Year so long as the date of delivery of the audited annual financial statements Consolidated Leverage Ratio for the previous fiscal year required to be delivered by four Fiscal Quarter period for which the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance most recent Margin Determination Certificate required to be has been delivered pursuant to Section 7.1(csubsection 6.1(iv) hereofexceeds 2.50:1.00 or (B) $2,000,000 in the aggregate for any one Fiscal Year so long as Consolidated Leverage Ratio is less than or equal to 2.50:100; provided, and (ii) further -------- that any portion of the Credit Parties shall have delivered amount permitted pursuant to the Agent evidence that after giving effect foregoing clause (B) together with any amount carried forward from a prior year which is not utilized for such purpose in a given Fiscal Year may be carried over to the subsequent Fiscal Year up to a maximum amount so carried forward to such payment, subsequent Fiscal Year of $2,000,000; (iii) Company may make distributions to BSH Holdings or SIG Holdings and BSH Holdings and SIG Holdings may make distributions to BSH Trust or SIG Trust in an amount not to exceed the Credit Parties shall be amount necessary for such Person to pay Taxes imposed on such Person when due; (iv) Company may make distributions to BSH Holdings or SIG Holdings and BSH Holdings and SIG Holdings may make distributions to BSH Trust or SIG Trust in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof an annual amount not to exceed $100,000 for the period purpose of four fiscal quarters occurring immediately after such paymentpaying general operating expenses of Holdings and the Trusts; and (dv) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default shall be caused thereby, the Credit Parties Company may make regularly scheduled payments of interest but no principal distributions in respect of Subordinated Indebtedness on the dates Fiscal Year 1999 to Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxx, Xxxxx Pinchanski and Xxxxx Xxxxxxxx in the amounts set forth in the applicable Subordinated Debt Documentsan aggregate amount not to exceed $3,000,000.

Restricted Junior Payments. The Credit Parties will Parent shall not, and shall not declare permit Borrower or any of its other Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment Payment; provided that (i) Borrower may make Restricted Junior Payments to make cash interest payments to the holders of the Senior Guaranteed Notes and Subordinated Notes, in accordance with the terms of, and only to the extent required by, the Senior Guaranteed Note Documents or the Subordinated Note Documents, (ii) Borrower may make regularly scheduled payments of principal and interest in respect of the Bridge Financing in accordance with the terms of and subject to the subordination provisions contained in, the Bridge Financing Documents, and Borrower may prepay all Indebtedness evidenced by the Bridge Notes with Net Securities Proceeds from a Permitted Securities Issuance, (iii) Parent may consummate the Distribution Transaction to the extent permitted under subsection 2.4B(iii)(e); provided that in no event shall the amount of the Distribution Transaction made in accordance with this clause (iii), together with the amount of the liquidation preference of any Preferred Distribution Stock issued in accordance with clause (vii) of this subsection 7.5, exceed $16,000,000; (iv) if proceeds of the PIDA Loan are actually received by Borrower, Borrower may at any time; providedtime on or prior to June 30, however, that 1997 consummate the Preferred Stock Redemption for an aggregate amount not to exceed the lesser of (ax) any Subsidiary $1,225,000 and (y) the gross proceeds of the PIDA Loan plus $225,000 less the face amount of any Core Ameresco Company may pay dividends to such Core Ameresco Company; Letter of Credit supporting the PIDA Loan, (bv) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Potential Event of Default shall have occurred and be continuing and no or shall be caused thereby, Borrower may make Restricted Junior Payments to Parent to enable Parent to make Restricted Junior Payments to First Atlantic Capital, Ltd. pursuant to the terms of the Management Consulting Agreement in effect on the Closing Date in an aggregate amount not to exceed $600,000 plus reasonable out of pocket expenses in any Fiscal Year, provided that notwithstanding any Event of Default or Potential Event of Default, fees otherwise payable under the Management Consulting Agreement may accrue but shall not be payable until such time as such Potential Event of Default or Event of Default is cured or is waived, at which time all such accrued fees shall be payable, and (vi) so long as no Event of Default or Potential Event of Default has occurred and is continuing or shall be caused thereby, the Borrower may declare and pay cash dividends, make Restricted Junior Payments to Parent to enable Parent to repurchase equity investments of management investors pursuant to the Stockholders Agreement; provided that the amount of Restricted Junior Payments pursuant to this clause (ivi) such payments shall be made only not exceed (x) prior to the Permitted Securities Issuance Prepayment Date, $500,000 during any Fiscal Year and (y) after the period commencing not earlier than 10 days after and ending not later than 90 days afterPermitted Securities Issuance Prepayment Date, the date in any Fiscal Year, an amount equal to that portion of delivery of the audited annual financial statements Consolidated Excess Cash Flow for the previous fiscal year immediately preceding Fiscal Year not required to be delivered by the Credit Parties prepay Loans pursuant to Section 7.1 (asubsection 2.4B(iii)(f) hereofso long as, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that immediately after giving effect to any such paymentRestricted Junior Payment, Borrower shall have not less than $5,000,000 of availability under the Credit Parties shall be in projected pro-forma compliance with Revolving Loan Commitments (giving effect to the financial covenants set forth in Section 8.10 hereof for Borrowing Base as of the period date of four fiscal quarters occurring immediately after such payment; determination), and (dvii) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no or Potential Event of Default has occurred or is continuing or shall be caused thereby, the Credit Parties Parent may declare and make regularly scheduled payments of interest but no principal in respect of Subordinated Indebtedness a distribution on the dates Class A (Voting and Nonvoting) Common Stock of the Preferred Distribution Stock; provided that in no event shall the amounts set forth amount of liquidation preference of any Preferred Distribution Stock issued in accordance with this clause (vii), together with the applicable Subordinated Debt Documentsamount of the Distribution Transaction made in accordance with clause (iii) of this subsection 7.5, exceed $16,000,000.

Restricted Junior Payments. The Credit Parties will not Neither Company nor any Guarantor Subsidiary shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, declare or make any Restricted Junior Payment at except that: (a) so long as no Event of Default pursuant to Section 8.1(a) shall have occurred and be continuing, Company may reimburse Holding for the fees and reasonable costs and expenses paid or payable by Holding related to any timeunsuccessful equity or debt offering of Holding or unsuccessful proposed Permitted Acquisition or Investment; (b) for so long as Company or any of its Subsidiaries are members of (or disregarded as entities separate from members of) a group filing a consolidated, combined, affiliated or unitary income tax return with Holding, Company may make Restricted Junior Payments, directly or indirectly, to Holding in amounts required for Holding to pay federal, foreign, state and local income Taxes (and franchise or other similar Taxes imposed in lieu of income Taxes) imposed on such entity to the extent such Taxes are directly attributable to Company and its Subsidiaries; provided, however, that the amount of such payments in respect of any tax year does not, in the aggregate, exceed the amount that Company and its Subsidiaries that are members of (aor disregarded as entities separate from members of) such consolidated, combined, affiliated or unitary group would have been required to pay in respect of such Taxes in respect of such year if the Company and its Subsidiaries paid such Taxes directly on a separate company basis or as a stand-alone consolidated, combined, affiliated or unitary income (or similar) tax group (reduced by any such Taxes paid directly by Company or any Subsidiary); (c) Company may make Restricted Junior Payments to Holding in order to allow Holding to (i) make regularly scheduled payments of interest in respect of (A) the Convertible Debentures, the 2022 Senior Notes, the 2024 Senior Notes, the 2025 Senior Notes, the New Senior Notes and the Tax Exempt Debt and (B) Indebtedness of Holding incurred after the Amendment and Restatement Effective Date the proceeds of which are used to make a Holding Capital Contribution, and (ii) make mandatory prepayments or redemptions (including payment of premium) of, make payments in connection with the exercise by holders of conversion rights with respect to, or repay at maturity the Convertible Debentures or any Indebtedness referred to in clause (i)(B) above; provided that the amounts used to make such payments referred to in this Section 6.4(c)(ii) are paid from (x) the proceeds of Indebtedness incurred pursuant to Section 6.1(w) or 6.1(x) or Additional Term Loans or (y) any Subsidiary other source -150- 105376510 of any Core Ameresco Company may pay dividends proceeds to the extent that after giving effect to such Core Ameresco CompanyRestricted Junior Payment, the aggregate amount of the undrawn Revolving Commitments then in effect shall exceed $125,000,000; (bd) so long as no Default or Event of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall would be caused thereby, Company may make additional Restricted Junior Payments to Holding, the Borrower proceeds of which may declare and pay cash dividendsbe utilized by Holding to make additional Restricted Junior Payments or otherwise, provided that in an aggregate amount not to exceed the sum of (i) such payments shall $200,000,000 in any Fiscal Year (with any unused amounts accumulating on a cumulative basis since the Amendment and Restatement Effective Date to each subsequent year, but not to exceed $125,000,000 in the aggregate of amounts so carried forward while this Agreement is in effect, after which no further amounts may be made only during the period commencing not earlier than 10 days after and ending not later than 90 days aftercarried forward), the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the amount accrued pursuant to this Section 6.4(d) of the First Amended and Restated Credit Parties shall have delivered Agreement from the Closing Date to the Agent evidence that after giving effect to such paymentAmendment and Restatement Effective Date, a calculation of which as of the Credit Parties shall be in projected pro-forma compliance with the financial covenants Amendment and Restatement Effective Date is set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such payment; on Schedule 6.4(d), and (diii) the Available Amount at such time; (e) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and or would be caused thereby, Company may make Restricted Junior Payments in respect of withholding or similar Taxes payable by any future, present or former employee, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing) relating to their acquisition of, or exercise of options relating to, Capital Stock of Holding; (f) Company may make Restricted Junior Payments within sixty (60) days after date of declaration of any such Restricted Junior Payment if such Restricted Junior Payment was permitted pursuant to this Section 6.4 on the date of declaration thereof; (g) so long as no Event of Default shall have occurred and be continuing or would be caused thereby, the Credit Parties Company may make regularly scheduled payments Restricted Junior Payments to repurchase, redeem or otherwise acquire for value any Capital Stock of interest but Holding or Company representing fractional shares of such Capital Stock in connection with a stock dividend, split or combination or any merger, consolidation, amalgamation or other combination involving Holding or Company; (h) so long as no principal Event of Default shall have occurred and be continuing or would be caused thereby, Company may make Restricted Junior Payments to redeem, repurchase, retire or otherwise acquire, in respect each case for nominal value per right, of Subordinated any rights granted to all holders of Capital Stock of Holding or Company pursuant to any stockholders’ rights plan adopted for the purpose of protecting stockholders from unfair takeover tactics; (i) so long as no Event of Default shall have occurred and be continuing or would be caused thereby, Company may make Restricted Junior Payments to dissenting stockholders pursuant to applicable law in connection with any merger, consolidation or transfer of all or substantially all of Holding’s, Company’s and its Restricted Subsidiaries’ assets that is permitted under the terms of this Agreement; (j) so long as no Event of Default shall have occurred and be continuing or would be caused thereby, Company may make Restricted Junior Payments that constitute a refinancing, refunding, extension, defeasance, discharge, renewal or replacement of Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documents.-151- 105376510

Restricted Junior Payments. The No Credit Parties will not declare Party shall, nor shall it permit any of its Subsidiaries or Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at except that so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, the Companies may make Restricted Junior Payments (i) to Holdings in an aggregate amount not to exceed $250,000 in any time; providedtrailing twelve month period, howeverto the extent necessary to permit Holdings to pay general administrative costs and expenses, that (aii) any Subsidiary to Holdings to the extent necessary to permit Holdings to discharge the consolidated tax liabilities of Holdings and its Subsidiaries, in each case so long as Holdings applies the amount of any Core Ameresco Company may pay dividends such Restricted Junior Payment for such purpose, (iii) by any Credit Party to such Core Ameresco Company; any Credit Party other than Holdings, (biv) consisting of the distribution of common stock of Holdings to Praesidian Capital Opportunity Fund III LP and Praesidian Capital Opportunity Fund III-A LP on the date hereof in exchange for the termination of warrants held by Praesidian Capital Opportunity Fund III LP and Praesidian Capital Opportunity Fund III-A LP on the terms set forth in that certain Warrant Cancellation Agreement, dated as of the date hereof, between Holdings and Praesidian Capital Opportunity Fund III LP and Praesidian Capital Opportunity Fund III-A LP, (v) so long as no Default or Event of Default has occurred and is continuing and no Default or Event such payment is otherwise permitted under the applicable subordination terms, (x) regularly scheduled interest payments on the Subordinated Debt at a rate not to exceed 8.00% per annum and (y) regularly scheduled payments of Default shall be caused thereby, principal on the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration Xxxxx Note in an amount not to exceed $1,000,000 80,000 in any fiscal year period of four consecutive Fiscal Quarters; and (iivi) warrants or other equity interests held by Boston Capital for in an aggregate cash consideration amount not in excess to exceed $2,000,000 to the sellers under the Christian Disposal Acquisition Agreement upon the renewal of $11,320,000 at any time from that certain that certain Transfer Station Operation, Maintenance and Management Agreement, dated as of November 8, 2007, between FWCD, LLC and The City of X’Xxxxxx Missouri; provided, that either (A) both prior to and after the Restatement Date; giving effect to such Restricted Junior Payment, (c1) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare and pay cash dividends, provided that (i2) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that after giving effect to such payment, the Credit Parties shall be in projected pro-pro forma compliance with the financial covenants set forth in Section 8.10 hereof for 6.8 or (B) such Restricted Junior Payment is paid solely with the period proceeds of four fiscal quarters occurring immediately after such payment; and (d) so long as issuances of common stock of Holdings. Notwithstanding anything herein to the contrary, no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing and no Event of Default amount shall be caused therebypermitted to be distributed by any Credit Party to pay, or otherwise in connection with, any Tax resulting from the Credit Parties may make regularly scheduled payments cancellation or discharge of interest but no principal in respect of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt DocumentsIndebtedness.

Restricted Junior Payments. The No Credit Parties will not declare Party shall, nor shall it permit any of its Subsidiaries through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment at any time; provided, however, except that (a) any Subsidiary of any Core Ameresco the Company may pay dividends make regularly scheduled payments of interest in respect of Senior Subordinated Notes, Refinancing Notes and Additional Senior Subordinated Note in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the indenture or other agreement pursuant to which such Core Ameresco CompanySubordinated Indebtedness was issued; (b) so long as no Default the Company may prepay or Event redeem the Senior Subordinated Notes in full with the proceeds of Default has occurred and is continuing and no Default or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement DateRefinancing Notes; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower Company may declare make Restricted Junior Payments to Holdings to pay any non-recurring fees, cash charges and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together cost expenses incurred in connection with the Compliance Certificate required to be delivered pursuant to Section 7.1(cissuance by Holdings or Parent of Capital Stock (or capital contribution in respect thereof) hereofor Indebtedness, and (ii) the Credit Parties shall have delivered in each case only to the Agent evidence 123 extent that after giving effect to such payment, the Credit Parties shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring immediately after such paymenttransaction is not consummated; and (d) so long as no Default under Section 9.1(a)(ii) or Event of Default shall have occurred and be continuing or shall be caused thereby, to the extent permitted by Section 2.15(c), the Company may prepay or redeem the Senior Subordinated Notes, Additional Senior Subordinated Notes and Refinancing Notes in an aggregate amount not to exceed the Cash proceeds of any issuance of Capital Stock of Parent, Holdings or any of their respective Subsidiaries (or capital contribution in respect thereof); (e) the Company may make Restricted Junior Payments to Holdings (and Holdings may make Restricted Junior Payments to Parent) (i) in an aggregate amount not to exceed $400,000 in any Fiscal Year, to the extent necessary to permit Holdings or Parent to pay general administrative costs and expenses (including franchise taxes) and (ii) to the extent necessary to permit Holdings or Parent to discharge the consolidated tax liabilities of Holdings or Parent and its Subsidiaries, in each case so long as Holdings applies the amount of any such Restricted Junior Payment for such purpose; (f) the Company may on the Closing Date pay a Sponsor Fee to the Sponsors pursuant to and as expressly required by the Sponsor Agreement and reimburse the Sponsors for reasonable out of pocket fees, costs and expenses incurred in connection with the Transactions within three hundred (300) days of the Closing Date; (g) so long as no Default or Event of Default pursuant to Sections 8.1(a), 8.1(g) or 8.1(h) shall have occurred and be continuing or shall be caused thereby, the Credit Parties Company may pay the Sponsor Fees (plus reasonable expenses in connection with the Sponsor Agreement and unpaid amounts accrued for prior periods); (h) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, the Company and Holdings may declare and pay dividends or make regularly scheduled other distributions to Parent the proceeds of which are to be used by Parent to purchase or redeem Capital Stock of Parent (including related stock appreciation rights or similar securities) held by then present or former officers or employees of Holdings, Company or any of their Subsidiaries or by any Pension Plan upon such person’s death, disability, retirement or termination of employment or under the terms of any such Pension Plan or any other agreement under which such shares of stock or related rights were issued or to redeem any notes issued by the Parent in lieu of such repurchases or redemptions; provided that the aggregate amount of such Cash purchases or redemptions under this paragraph (h) and any payments of interest but no principal in respect of Subordinated Indebtedness any such notes shall not exceed in any Fiscal Year $3,000,000 plus the unused portion of the permitted Restricted Junior Payments from this paragraph (h) from any prior Fiscal Year; (i) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby and so long as no Equity Cure Period exists, the Company and its Subsidiaries may make additional Junior Restricted Payments in an aggregate amount not to exceed $10,000,000 since the Closing Date; (j) Holdings may make on the dates Closing Date the payments required by the Easton Acquisition Agreement and (k) after December 31, 2007 and so long as no Equity Cure Period exists and so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, the Company and the Subsidiaries may make additional Restricted Junior Payments in an aggregate amount not exceeding the amounts set forth in Available Amount immediately prior to the applicable Subordinated Debt Documentstime of the making of such Restricted Junior Payment; provided that immediately prior to such Restricted Junior Payment and immediately after giving effect thereto on a pro forma basis, the Leverage Ratio (as of the most recent date for which annual or quarterly financial statements are required to have been delivered pursuant to Section 5.1) is not greater than 4.25:1.00.

Restricted Junior Payments. The Credit Loan Parties will not, and will not declare permit their respective Restricted Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment at any timePayment; providedprovided that, however, that (aA) any Loan Party or Restricted Subsidiary of may make, declare or pay lawful cash dividends or distributions to, or redeem capital stock held by, any Core Ameresco Company may pay dividends to such Core Ameresco CompanyLoan Party,; (bB) any Restricted Subsidiary may make, declare or pay lawful, pro rata cash dividends or distributions,; (C) Borrower may make, declare or pay lawful other cash dividends or distributions or redeem capital stock, provided that, so long as no Default or Event of Default has occurred and is continuing and no Default exists immediately before or Event of Default shall be caused thereby, the Borrower may redeem or purchase (i) the capital stock or Equity Rights of any employee, officer or director of any Credit Party for aggregate cash consideration not to exceed $1,000,000 in any fiscal year and (ii) warrants or other equity interests held by Boston Capital for aggregate cash consideration not in excess of $11,320,000 at any time from and after the Restatement Date; (c) so long as no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall be caused thereby, the Borrower may declare and pay cash dividends, provided that (i) such payments shall be made only during the period commencing not earlier than 10 days after and ending not later than 90 days after, the date of delivery of the audited annual financial statements for the previous fiscal year required to be delivered by the Credit Parties pursuant to Section 7.1 (a) hereof, together with the Compliance Certificate required to be delivered pursuant to Section 7.1(c) hereof, and (ii) the Credit Parties shall have delivered to the Agent evidence that will result immediately after giving effect to such paymentRestricted Junior Payment, Borrower or any of its Restricted Subsidiaries may redeem, repurchase, retire, or otherwise acquire for value it capital stock in connection with (I) the Credit Parties termination of an employee or pursuant to any Board approved plan, and (II) the exercise of options to purchase the Borrower’s capital stock or the vesting of other equity awards if such shares of capital stock represent a portion of the exercise price of such options or taxes payable in connection with the vesting of such awards, provided that the aggregate amount of redemptions, repurchases, retirements or acquisitions under this clause (C) made during any fiscal year shall not exceed $5,000,000; and (D) the Borrower may declare, order, pay, make or set apart any sum for any Restricted Junior Payment so long as (i) no Event of Default exists immediately before or will result immediately after giving such effect to such dividend, distribution or redemptionRestricted Junior Payment, (ii) Borrower shall be in projected pro-forma compliance with the financial covenants set forth in Section 8.10 hereof for the period of four fiscal quarters occurring on a Pro formaForma Basis immediately after giving effect to such payment; dividend, distribution or redemptionRestricted Junior Payment with Subsection 4.1, and (diii) theif such Restricted Junior Payment is made on or after the Toggle Date, (I) the sum of (1) the aggregate amount of such dividend, distribution or redemption shall not exceed the result of (x) $125,000,000 minus (y) the sum of (I)Restricted Junior Payment, plus (2) any prior dividends, distributions or redemptions actually made or paid, or still required to be made or paid, on or after the Fourth Amendment and RestatementToggle Date pursuant to this clause (CD), plus (II) the aggregate amount of all Investments in Unrestricted Subsidiaries at such time in excess of $275,000,000, and (D) so long as no Default under Section 9.1(a)(iiSubsections 6.1(A) or (F) or any Event of Default shall have occurred exists immediately before or will result immediately after giving effect to such distribution, Borrower or any of its Restricted Subsidiaries may redeem or repurchase capital stock in connection with the termination of an employee or pursuant to any Board approved plan, in an aggregate amount during each fiscal year not to exceed $1,000,000.3) Investments and/or designations made on or after the Toggle Date pursuant to Subsection 3.3(N), does not exceed (II) the sum of (1) $200,000,000 plus (2) 12.5% of the EBITDA of the Borrower and be continuing the Restricted Subsidiaries on a consolidated basis (and no Event excluding any Unrestricted Subsidiaries) from the beginning of Default shall be caused thereby, the Credit Parties may make regularly scheduled payments first full fiscal quarter following the Amendment Effective Date to the date of interest but no principal in respect declaration of Subordinated Indebtedness on the dates and in the amounts set forth in the applicable Subordinated Debt Documentssuch Restricted Junior Payment.