Common use of Fundamental Changes; Asset Sales Clause in Contracts

Fundamental Changes; Asset Sales. (a) No Credit Party will enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). No Credit Party will acquire any business or property from, or capital stock of, or other equity interests in, or be a party to any acquisition of, any Person except for purchases of property to be used in the ordinary course of business, Investments permitted under Section 8.5 and Capital Expenditures. No Credit Party will form or acquire any Subsidiary, other than a Special Purpose Subsidiary, without the express prior written consent of the Agent. (b) No Credit Party will convey, sell, lease, transfer or otherwise dispose (including any Disposition) of, in one transaction or a series of transactions, any part of its business or property, whether now owned or hereafter acquired (including, without limitation, receivables and leasehold interests, but excluding (x) the sale, transfer, assignment or other disposition of the equity interests of a Special Purpose Subsidiary (other than the Hawaii Joint Venture), (y) other asset sales resulting in aggregate Net Cash Proceeds not to exceed $1,000,000 after the Effective Time) and (z) the sale, transfer, assignment or other disposition of a receivable in connection with an Energy Conservation Project Financing, provided that (i) the Credit Parties may sublease real property to the extent such sublease would not interfere with the operation of the business of the Credit Parties, (ii) any Core Domestic Ameresco Company may convey, sell, lease, transfer or dispose of its assets or property to any other Core Domestic Ameresco Company, and (iii) any Credit Party or Canadian Subsidiary may convey, sell, transfer or otherwise dispose of a portion of the outstanding capital stock of any other Canadian Subsidiary, so long as no Change of Control shall result therefrom. (c) Notwithstanding the foregoing provisions of this Section 8.4: (i) (i) any Credit Party may be merged or combined with or into any other Credit Party (provided that if such merger involves the Borrower, (x) the Borrower shall be the surviving entity and (y) no Change of Control shall occur); and (ii) any Credit Party may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to any other Credit Party. (d) in addition to the formation and acquisition of Special Purpose Subsidiaries permitted pursuant to subsection (a) of this Section 8.4 and subject to Sections 8.1, 8.2, 8.5 and the third sentence of Section 8.4(a), the Credit Parties may acquire all or substantially all of the business and assets of any corporation, partnership, limited liability company, or other entity located in and organized under the laws of the United States or any state thereof (“Permitted Acquisitions”), subject to satisfaction of the following conditions: (i) with respect to such Permitted Acquisitions, the aggregate purchase price (including, without limitation, any earn-out, non-compete, deferred compensation arrangement or other amounts deferred, financed or withheld in respect of the purchase price for, the amount of any Indebtedness assumed in connection with, and all fees and expenses incurred in connection with, such Permitted Acquisition) shall not exceed (x) $5,000,000 for any single Permitted Acquisition (or series of related Permitted Acquisitions) and (y) $10,000,000 in the aggregate for all Permitted Acquisitions consummated during any fiscal year; (ii) the business or assets so acquired shall be located in the United States and in the same or a substantially similar line of business as that of the Credit Parties; (iii) both immediately prior to and after giving effect to such Permitted Acquisition on a pro-forma basis incorporating such pro-forma assumptions as are satisfactory to the Agent in its reasonable discretion, the Credit Parties shall be in compliance with all financial covenants set forth in Section 8.10 hereof and the Borrower shall deliver to the Agent a Compliance Certificate demonstrating such compliance; (iv) the assets so acquired shall be transferred free and clear of any Liens (other than Liens permitted by Section 8.2) and no debt or liabilities shall be incurred, guaranteed, assumed or combined except to the extent otherwise permitted by Section 8.1; (v) the Agent shall have received Lien searches reasonably satisfactory to the Lender with respect to the assets being acquired; (vi) the Agent shall have received perfected Liens (subject only to Liens permitted by Section 8.2) on substantially all of the assets being acquired in such Permitted Acquisition, provided that such Liens shall not be required on any Property if (A) such Liens are prohibited pursuant to any agreement binding on the Person owning such Property and (B) the failure to obtain such Liens is not reasonably likely to have a Material Adverse Effect on the rights of and remedies available to the Lender; (vii) to the extent requested by the Agent, the Agent shall have received an opinion of counsel in each applicable jurisdiction reasonably satisfactory to it to the effect that the Liens granted pursuant to this Agreement are perfected security interests in such assets and as to such other matters as the Agent may reasonably require; (viii) in connection with such Permitted Acquisition, the Credit Parties shall deliver to the Agent (A) a copy of the purchase agreement pursuant to which such Permitted Acquisition will be consummated; (B) a copy of each existing material agreement relating to the assets to be acquired in such Permitted Acquisition and which is to be in effect after the consummation of such Permitted Acquisition; (C) a Compliance Certificate calculating compliance (as of the last day of the then most recently ended fiscal quarter) with the covenants set forth in Section 8.10 on a pro forma basis, assuming such acquisition had occurred prior to the first day of the earliest fiscal quarter included in the applicable test period for calculating such compliance; (D) the Credit Parties shall use best efforts to provide such other information or reports as the Lender may reasonably request with respect to such Permitted Acquisition; (E) to the extent available to the Credit Parties, historical financial statements (for the prior three fiscal years provided that if such statements are not available for the prior three fiscal years, historical financial statements for not less than the prior four fiscal quarters) of the entity whose assets are being acquired; and (F) if the Borrower is acquiring any interest in real property, and if required by the Agent, reports and other information in form, scope and substance reasonably satisfactory to the Agent and prepared by environmental consultants reasonably satisfactory to the Agent, concerning any environmental hazards or liabilities to which any Credit Party is likely to be subject with respect to such acquired real property; (ix) immediately prior to such Permitted Acquisition no Default shall have occurred and be continuing and after giving effect to such Permitted Acquisition, no Default shall have occurred and be continuing and no Material Adverse Effect shall result; and (x) such acquisition shall be consensual and shall have been approved by the board of directors or comparable governing body of the business so acquired.

Fundamental Changes; Asset Sales. (a) No Credit Party will enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). No Credit Party will effect any Disposition or Relocation or acquire any business or property from, or capital stock of, or other equity interests in, or be a party to any acquisition (including any Acquisition) of, any Person except for purchases by any Credit Party of property to be used in the ordinary course of business, Investments permitted under Section 8.5 hereunder, Capital Expenditures permitted hereunder, and Capital ExpendituresAcquisitions permitted hereunder. No Credit Party will form or acquire any Subsidiary, other than a Special Purpose Subsidiary, without the express prior written consent of the Agent. (b) No Credit Party will convey, sell, lease, transfer or otherwise dispose (including any Disposition) of, in one transaction or a series of transactions, any part of its business or property, whether now owned or hereafter acquired (including, without limitation, including receivables and leasehold interests, but excluding (x) the sale, transfer, assignment obsolete or other disposition of the equity interests of a Special Purpose Subsidiary worn-out property (other than the Hawaii Joint Ventureincluding leasehold interests), tools or equipment no longer used or useful in its business, and (y) other asset sales resulting in aggregate Net Cash Proceeds not to exceed $1,000,000 after the Effective Time) and (z) the sale, transfer, assignment any inventory or other disposition property sold or disposed of a receivable in connection with an Energy Conservation Project Financing, the ordinary course of business and on ordinary business terms; provided that a Credit Party may (i1) the Credit Parties may lease or sublease real property to the extent such lease or sublease would not materially interfere with the operation of the business businesses of the Credit PartiesParties and (2) enter into any sale, lease, transfer or other disposition described clauses (iia) through (f) of the definition of Disposition. The Lenders and the Administrative Agent (as the case may be) at the Borrower’s expense hereby agree to complete, execute and deliver to the Borrower, upon reasonable prior written notice to the Administrative Agent and upon provision by the Borrower of a draft of such instrument, any Core Domestic Ameresco Company may release or termination of security interest required to permit the applicable Credit Party conveying, selling, leasing, transferring or otherwise disposing of any part of its property pursuant to and in accordance with the preceding sentence to convey, sell, lease, transfer or dispose of its assets or property to any other Core Domestic Ameresco Company, and (iii) any Credit Party or Canadian Subsidiary may convey, sell, transfer or otherwise dispose of a portion of the outstanding capital stock such property free and clear of any other Canadian Subsidiary, so long as no Change of Control shall result therefrom. (c) Lien under the Collateral Documents. Notwithstanding the foregoing provisions of this Section 8.47.4: (i) (ia) any Credit Party (other than the Borrower or any License Subsidiary) may be merged or consolidated with or into the Borrower or any other Credit Party, and any Subsidiary that is not a Credit Party may be merged or combined with or into any other Credit Party (with the Credit Party as the surviving entity); provided that if any such merger involves the Borrower, (x) transaction shall be between a Subsidiary and the Borrower or a Wholly Owned Subsidiary, the Borrower or such Wholly Owned Subsidiary, as applicable, shall be the continuing or surviving entity and (y) no Change of Control shall occur); andcorporation; (iib) any Credit Party (other than the Borrower or any License Subsidiary) may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to any other Credit Party.; (c) the capital stock of, or other equity interests in, any Credit Party may be sold, transferred or otherwise disposed of to the Borrower or any other Credit Party; (d) in addition any Credit Party may enter into Acquisitions to the formation and acquisition of Special Purpose Subsidiaries permitted pursuant to subsection (a) of this Section 8.4 and subject to Sections 8.1, 8.2, 8.5 and the third sentence of Section 8.4(a), the Credit Parties may acquire all or substantially all of the assets or any division, business and assets of any corporation, partnership, limited liability companyor broadcast station or capital stock of, or other entity located equity interests in and organized under the laws of the United States or (including acquisitions by merger), any state thereof Person (collectively, “Permitted Acquisitions”), subject to satisfaction of the following conditions: (i) with respect to such Permitted Acquisitions, the aggregate purchase price (including, without limitation, any earn-out, non-compete, deferred compensation arrangement consideration paid or other amounts deferred, financed or withheld in respect of exchanged by the purchase price for, the amount of any Indebtedness assumed Borrower and its Subsidiaries in connection with, and all fees and expenses incurred in connection with, with any such Permitted Acquisition) Acquisition shall not exceed (xA) prior to the Qualifying IPO Closing Date, $5,000,000 50,000,000 for any single Permitted such Acquisition or (or series of related Permitted AcquisitionsB) and (y) thereafter, $10,000,000 in the aggregate 125,000,000 for all Permitted Acquisitions consummated during any fiscal yearsuch Acquisition; (ii) the business or assets so acquired shall be located in the United States and in the same or a substantially similar line of business as that of the Credit Parties; both (iiiA) both immediately prior to the proposed Acquisition and (B) immediately following the proposed Acquisition after giving effect to such Permitted Acquisition on a pro-pro forma basis incorporating such pro-pro forma assumptions as are satisfactory to the Administrative Agent in its reasonable discretion, the Credit Parties shall be in compliance with all financial the covenants set forth in Section 8.10 hereof 7.10; (iii) the business so acquired shall be in the Permitted Lines of Business and shall be located in (A) prior to the Qualifying IPO Closing Date, the United States or (B) thereafter, the United States or any state or territory thereof or Mexico; provided that the aggregate consideration paid or exchanged by the Borrower and its Subsidiaries after the date hereof in connection with all acquisitions of businesses located in Mexico shall deliver to the Agent a Compliance Certificate demonstrating such compliancenot exceed $50,000,000; (iv) the assets so acquired shall be transferred free and clear of any Liens (other than Liens except to the extent permitted by Section 8.2) 7.2), and no debt or liabilities Indebtedness shall be incurred, guaranteed, assumed or combined consolidated in connection with such Acquisition (except to the extent otherwise permitted by Section 8.17.1); (v) the Administrative Agent shall have received Lien searches reasonably satisfactory to the Lender Administrative Agent with respect to the assets of, and equity interests in, any business being acquired; (vi) the Administrative Agent shall have received a First Priority perfected Liens (subject only to Liens permitted by Section 8.2) on security interest in substantially all of the assets being acquired in such Permitted AcquisitionAcquisition (including the assets of any entity acquired) but excluding real property not otherwise required under Section 6.13 and all filings, provided recordings and other actions with respect thereto shall be reasonably satisfactory in form and substance to the Administrative Agent; provided, however, that such Liens shall not be required on any Property if (A) such Liens are prohibited pursuant the security interest or mortgage as to any agreement binding on real property asset which is required to be obtained hereunder shall be perfected within a reasonable time after the Person owning consummation of such Property and (B) the failure to obtain such Liens is not reasonably likely to have a Material Adverse Effect on the rights of and remedies available to the LenderAcquisition; (vii) to the extent requested by the Agentif requested, the Administrative Agent shall have received an opinion of counsel in each applicable jurisdiction reasonably satisfactory to it to the effect that the Liens Administrative Agent has been granted pursuant to this Agreement are a perfected security interests interest in such assets and as to such other matters as the Administrative Agent may reasonably require; (viii) in connection with such Permitted proposed Acquisition, the Credit Parties Borrower shall deliver to the Administrative Agent (Ai) a copy of the purchase agreement pursuant to which such Permitted Acquisition will be consummated, (ii) unless waived by the Administrative Agent in its reasonable discretion, a consent to the assignment of such purchase agreement to the Administrative Agent for collateral purposes, which consent shall be in form and substance satisfactory to the Administrative Agent; (Biii) a copy of each existing material services agreement, consulting agreement, lease, credit or financing agreement or other material agreement relating to the assets to be acquired in such Permitted Acquisition and which is to be in effect after the consummation of such Permitted Acquisition; , (Civ) a Compliance Certificate calculating compliance (as unless waived by the Administrative Agent in its reasonable discretion, an opinion of the last day of the then most recently ended fiscal quarter) with the covenants set forth in Section 8.10 on a pro forma basis, assuming such acquisition had occurred prior counsel to the first day of sellers addressed to the earliest fiscal quarter included in Administrative Agent and the applicable test period for calculating such compliance; Lenders or permitting them to rely thereon and (Dv) the Credit Parties shall use best efforts to provide such other information or reports as the Lender Administrative Agent may reasonably request with respect to such Permitted Acquisition; (E) to the extent available to the Credit Parties, historical financial statements (for the prior three fiscal years provided that if such statements are not available for the prior three fiscal years, historical financial statements for not less than the prior four fiscal quarters) of the entity whose assets are being acquired; and (F) if the Borrower is acquiring any interest in real property, and if required by the Agent, reports and other information in form, scope and substance reasonably satisfactory to the Agent and prepared by environmental consultants reasonably satisfactory to the Agent, concerning any environmental hazards or liabilities to which any Credit Party is likely to be subject with respect to such acquired real property; (ix) to the extent any representation or warranty herein makes reference to one or more of the Schedules to this Agreement, the Credit Parties shall make revisions to such Schedules, in each case as of the date of the consummation of such Acquisition and notwithstanding that such representation or warranty may expressly state that it is made as of an earlier date, reasonably acceptable to the Administrative Agent, solely to take into account the consummation of such Acquisition; (x) the Credit Parties shall have obtained all material permits, licenses, authorizations or consents from all Governmental Authorities (including the FCC and the United States Department of Justice) and all consents of other Persons, in each case that are necessary in connection with such proposed Acquisition, the continued operation of the business being acquired in such proposed Acquisition, as proposed to be conducted, by the Credit Parties, prior to or concurrently with the consummation thereof, and each of the foregoing shall be in full force and effect, in each case other than those the failure to obtain or maintain which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (xi) subject to the waiver by the Administrative Agent in its reasonable discretion, all applicable waiting periods with respect to such proposed Acquisition shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on such Acquisition (including the Pre-Merger/Xxxx-Xxxxx-Xxxxxx Act, as amended), and no action, request for stay, petition for review or rehearing, reconsideration or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Governmental Authority to take action to set aside its consent on its own motion shall have expired; (xii) the Administrative Agent shall have received a certificate from the Credit Parties’ insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to Section 6.5 is in full force and effect with respect to the assets being acquired in such Acquisition and that the Administrative Agent on behalf of the Lenders has been named as additional insured, mortgagee and loss payee thereunder to the extent required under Section 6.5; and (xiii) immediately prior to such Permitted Acquisition and after giving effect thereto, no Default shall have occurred and be continuing continuing. (e) The Credit Parties shall be permitted to effect any Relocation, provided that the following conditions have been satisfied: (i) Such Voluntary Relocation shall not, as determined on the date of the consummation of such Voluntary Relocation, have a material adverse effect on the business, assets, operations or financial condition of the Credit Parties, taken as a whole; (ii) The Credit Parties shall give 30 days’ prior written notice to the Administrative Agent of the proposed Relocation which notice shall include a description of all material aspects of the Relocation including the consideration to be received by any Credit Party in connection therewith; (iii) Simultaneously with informing the Shop At Home Sellers under the Shop At Home Acquisition Documents of any Relocation Profit, the Credit Parties shall so inform the Administrative Agent and after giving effect thereafter keep the Administrative Agent apprised of the negotiation thereof, and shall forward to the Administrative Agent copies of all material correspondence, including, without limitation, any “Buyer’s Relocation Profit Notice” or “Challenge Notice” (as such terms are defined in the Shop At Home Acquisition Documents) and all correspondence pertaining to any implementation of the Valuation Mechanism (as defined in the Shop At Home Acquisition Documents); (iv) to the extent any representation or warranty herein makes reference to one or more of the Schedules to this Agreement, the Credit Parties shall make revisions to such Permitted AcquisitionSchedules, in each case as of the date of the consummation of any Relocation and notwithstanding that such representation or warranty may expressly state that it is made as of an earlier date, reasonably acceptable to the Administrative Agent, solely to take into account the consummation of such Relocation; and (v) In connection with any Involuntary Relocation the Credit Parties shall use their best efforts to receive only cash consideration therefor. (f) The Credit Parties shall be permitted to sell (pursuant to an asset sale, stock sale or otherwise) any radio and television stations in any fiscal year, provided that the aggregate EBITDA attributable to all such stations sold in any fiscal year shall not exceed 20% of the EBITDA of the Credit Parties for the immediately preceding fiscal year as stated in the Compliance Certificate required to be delivered for such fiscal year pursuant to Section 6.1(c) or, if such Compliance Certificate is not available at the time of such proposed sale, as demonstrated through financial statements and reports acceptable to the Administrative Agent in its reasonable discretion. (g) Upon 30 days prior written notice to the Administrative Agent and with the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld), the Borrower may merge with an Affiliate incorporated solely for the purpose of reincorporating the Borrower in another jurisdiction to realize tax or other benefits. The Administrative Agent shall give prompt notice thereof to the Lenders. (h) Upon 10 days prior written notice to the Administrative Agent and so long as no Default shall have occurred and be continuing and no Material Adverse Effect shall result; and (x) such acquisition Default shall be consensual and shall have been approved by caused thereby, any Credit Party (other than the board of directors Borrower or comparable governing body of any License Subsidiary) may acquire the business so acquiredstock or assets of, or merge with, Spanish Media Rep Team Inc. (with such Credit Party as the surviving entity).

Fundamental Changes; Asset Sales. (a) No Credit Loan Party will enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). No Credit Loan Party will acquire any business or property from, or capital stock of, or other equity interests Equity Interests in, or be a party to any acquisition of, any Person except for purchases of property to be used in the ordinary course of business, Permitted Acquisitions, Investments permitted under Section 8.5 9.05 and Capital Expenditures. No Credit Loan Party will form or acquire any Subsidiary, other than a Special Purpose SubsidiarySubsidiary or a Subsidiary formed or acquired in connection with a Permitted Acquisition, without the express prior written consent of the Agent. (b) No Credit Loan Party will convey, sell, lease, transfer or otherwise dispose (including any Disposition) of, in one transaction or a series of transactions, any part of its business or property, whether now owned or hereafter acquired (including, without limitation, receivables and leasehold interests). (c) Notwithstanding the foregoing provisions of this Section 9.04: (i) any Loan Party may be merged or combined with or into any other Loan Party (provided that if such merger involves the Borrower, but excluding (x) the sale, transfer, assignment or other disposition of Borrower shall be the equity interests of a Special Purpose Subsidiary (other than the Hawaii Joint Venture), surviving entity and (y) other asset sales resulting in aggregate Net Cash Proceeds not to exceed $1,000,000 after the Effective Time) and (z) the sale, transfer, assignment or other disposition no Change of a receivable in connection with an Energy Conservation Project Financing, provided that (i) the Credit Parties may sublease real property to the extent such sublease would not interfere with the operation of the business of the Credit Parties, Control shall occur); (ii) any Loan Party may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to any other Loan Party; (iii) any Core Domestic Ameresco Company may convey, sell, lease, transfer or dispose of its assets or property to any other Core Domestic Ameresco Company, and ; (iiiiv) any Credit Loan Party or Canadian Subsidiary may convey, sell, transfer or otherwise dispose of a portion of the outstanding capital stock of any other Canadian Subsidiary, so long as no Change of Control shall result therefrom.; (cv) Notwithstanding any Loan Party may sublease real property to the foregoing provisions extent such sublease would not interfere with the operation of this Section 8.4:the business of the Loan Parties; (i) (ivi) any Credit Party may be merged or combined with or into any other Credit Party (provided that if such merger involves the Borrower, (x) the Borrower shall be the surviving entity and (y) no Change of Control shall occur); and (ii) any Credit Loan Party may sell, lease, transfer or otherwise dispose of obsolete or worn out property or immaterial assets, whether now owned or hereafter acquired, in the ordinary course of business; (vii) any Loan Party may sell, transfer or all otherwise dispose of its property inventory in the ordinary course of business, including the sale of electricity, gas, solar and other renewable energy credits and other environmental attributes in the ordinary course of business; (upon voluntary liquidation viii) any Loan Party may sell, transfer or otherwiseotherwise dispose of equipment to the extent that (i) such equipment is exchanged for credit against the purchase price of similar replacement equipment or (ii) the proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement equipment; (ix) any Loan Party may sell, transfer or otherwise dispose of a receivable and the related equipment of an Energy Conservation Project in the ordinary course of business for fair value; (x) any Loan Party may sell, transfer, assign or otherwise dispose of a receivable and related equipment in connection with an Energy Conservation Project Financing); (xi) any Loan Party may sell receivables for collection; (xii) any Loan Party may sell cash equivalents; (xiii) any Loan Party may sell, transfer assign or otherwise dispose of the assets of any Non-Core Energy Project or the Equity Interests of a Special Purpose Subsidiary (other Credit Partythan the Hawaii Joint Venture) including the transfer or assignment of the assets of a Non-Core Energy Project to a Special Purpose Subsidiary; and (xiv) any Loan Party may make other asset sales resulting in aggregate Net Cash Proceeds not to exceed $2,000,000 after the Effective Time. (d) in addition to the formation and acquisition of Special Purpose Subsidiaries permitted pursuant to subsection (a) of this Section 8.4 9.04 and subject to Sections 8.19.01, 8.29.02, 8.5 9.05 and the third sentence of Section 8.4(a9.04(a), the Credit Loan Parties may acquire all or substantially all of the business and assets of any corporation, partnership, limited liability company, or other entity located in and organized under the laws of the United States or any state thereof (“Permitted Acquisitions”), subject to satisfaction of the following conditions: (i) with respect to such Permitted Acquisitions, the aggregate purchase price (including, without limitation, any earn-out, non-compete, deferred compensation arrangement or other amounts deferred, financed or withheld in respect of the purchase price for, the amount of any Indebtedness assumed in connection with, and all fees and expenses incurred in connection with, such Permitted Acquisition) shall not exceed (x) $5,000,000 for any single Permitted Acquisition (or series of related Permitted Acquisitions) and (y) $10,000,000 in the aggregate for all Permitted Acquisitions consummated during any fiscal year; (ii) the business or assets so acquired shall be located in the United States and in the same or a substantially similar line of business as that of the Credit Loan Parties; (iiiii) both immediately prior to and after giving effect to such Permitted Acquisition on a pro-forma basis Pro Forma Basis incorporating such pro-forma assumptions as are satisfactory to the Agent in its reasonable discretion, (A) the Credit Loan Parties shall be in compliance with all the financial covenants covenant set forth in Section 8.10 hereof 9.10(b) hereof, (B) the Core Leverage Ratio shall not exceed 2.75 to 1.00, and (C) the Borrower sum of unrestricted cash plus the amount of the Revolving Commitment available to be borrowed under Section 2.01 shall deliver to the Agent a Compliance Certificate demonstrating such compliancenot be less than $25,000,000; (iviii) the assets so acquired shall be transferred free and clear of any Liens (other than Liens permitted by Section 8.29.02) and no debt or liabilities Indebtedness shall be incurred, guaranteed, assumed or combined except to the extent otherwise permitted by Section 8.19.01; (viv) the Agent shall have received Lien searches reasonably satisfactory to the Lender with respect to the assets being acquired, provided, that such Lien searches may be delivered within fifteen days after the closing for an acquisition for which the aggregate purchase price is less than $5,000,000; (viv) the Agent shall have received perfected Liens (subject only to Liens permitted by Section 8.29.02) on substantially all of the assets being acquired in such Permitted Acquisition, provided that such Liens shall not be required on any Property if (A) such Liens are prohibited pursuant to any agreement binding on the Person owning such Property and (B) the failure to obtain such Liens is not reasonably likely to have a Material Adverse Effect on the rights of and remedies available to the Lender, and provided further, that such perfected Liens may be delivered within fifteen days after the closing for an acquisition for which the aggregate purchase price is less than $5,000,000; (viivi) to the extent requested by the Agent, the Agent shall have received an opinion of counsel in each applicable jurisdiction reasonably satisfactory to it to the effect that the Liens granted pursuant to this Agreement are perfected security interests in such assets and as to such other matters as the Agent may reasonably require, provided, that such opinion of counsel may be delivered within fifteen days after the closing for an acquisition for which the aggregate purchase price is less than $5,000,000; (viiivii) in connection with such Permitted Acquisition, the Credit Loan Parties shall deliver to the Agent (A) a copy of the purchase agreement pursuant to which such Permitted Acquisition will be consummated; (B) a copy of each existing material agreement relating to the assets to be acquired in such Permitted Acquisition and which is to be in effect after the consummation of such Permitted Acquisition; (C) a Compliance Certificate calculating compliance (as of the last day of the then most recently ended fiscal quarter) with the covenants set forth in requirements of Section 8.10 9.04(d)(ii) on a pro forma basisPro Forma Basis, assuming such acquisition had occurred prior to the first day of the earliest fiscal quarter included in the applicable test period for calculating such compliance; (D) the Credit Loan Parties shall use best efforts to provide such other information or reports as the Lender may reasonably request with respect to such Permitted Acquisition; (E) to the extent available to the Credit Loan Parties, historical financial statements (for the prior three fiscal years provided that if such statements are not available for the prior three fiscal years, historical financial statements for not less than the prior four fiscal quarters) of the entity whose assets are being acquired; and (F) if the Borrower is acquiring any interest in real property, and if required by the Agent, reports and other information in form, scope and substance reasonably satisfactory to the Agent and prepared by environmental consultants reasonably satisfactory to the Agent, concerning any environmental hazards or liabilities to which any Credit Loan Party is likely to be subject with respect to such acquired real property; (ixviii) immediately prior to such Permitted Acquisition no Default shall have occurred and be continuing and after giving effect to such Permitted Acquisition, no Default shall have occurred and be continuing and no Material Adverse Effect shall result; and (xix) such acquisition shall be consensual and shall have been approved by the board of directors or comparable governing body of the business so acquired.

Fundamental Changes; Asset Sales. (a) No Credit Loan Party will enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). No Credit Loan Party will acquire any business or property from, or capital stock of, or other equity interests Equity Interests in, or be a party to any acquisition of, any Person except for purchases of property to be used in the ordinary course of business, Permitted Acquisitions, Investments permitted under Section 8.5 9.5 and Capital Expenditures. No Credit Loan Party will form or acquire any Subsidiary, other than a Special Purpose SubsidiarySubsidiary or a Subsidiary formed or acquired in connection with a Permitted Acquisition, without the express prior written consent of the Agent. (b) No Credit Loan Party will convey, sell, lease, transfer or otherwise dispose (including any Disposition) of, in one transaction or a series of transactions, any part of its business or property, whether now owned or hereafter acquired (including, without limitation, receivables and leasehold interests). (c) Notwithstanding the foregoing provisions of this Section 9.4: (i) any Loan Party may be merged or combined with or into any other Loan Party (provided that if such merger involves the Borrower, but excluding (x) the sale, transfer, assignment or other disposition of Borrower shall be the equity interests of a Special Purpose Subsidiary (other than the Hawaii Joint Venture), surviving entity and (y) other asset sales resulting in aggregate Net Cash Proceeds not to exceed $1,000,000 after the Effective Time) and (z) the sale, transfer, assignment or other disposition no Change of a receivable in connection with an Energy Conservation Project Financing, provided that (i) the Credit Parties may sublease real property to the extent such sublease would not interfere with the operation of the business of the Credit Parties, Control shall occur); (ii) any Loan Party may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to any other Loan Party; (iii) any Core Domestic Ameresco Company may convey, sell, lease, transfer or dispose of its assets or property to any other Core Domestic Ameresco Company, and ; (iiiiv) any Credit Loan Party or Canadian Subsidiary may convey, sell, transfer or otherwise dispose of a portion of the outstanding capital stock of any other Canadian Subsidiary, so long as no Change of Control shall result therefrom.; (cv) Notwithstanding any Loan Party may sublease real property to the foregoing provisions extent such sublease would not interfere with the operation of this Section 8.4:the business of the Loan Parties; (i) (ivi) any Credit Party may be merged or combined with or into any other Credit Party (provided that if such merger involves the Borrower, (x) the Borrower shall be the surviving entity and (y) no Change of Control shall occur); and (ii) any Credit Loan Party may sell, lease, transfer or otherwise dispose of obsolete or worn out property or immaterial assets, whether now owned or hereafter acquired, in the ordinary course of business; (vii) any Loan Party may sell, transfer or all otherwise dispose of its property inventory in the ordinary course of business, including the sale of electricity, gas, solar and other renewable energy credits and other environmental attributes in the ordinary course of business; (upon voluntary liquidation viii) any Loan Party may sell, transfer or otherwiseotherwise dispose of equipment to the extent that (i) such equipment is exchanged for credit against the purchase price of similar replacement equipment or (ii) the proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement equipment; (ix) any Loan Party may sell, transfer or otherwise dispose of a receivable and the related equipment of an Energy Conservation Project in the ordinary course of business for fair value; (x) any Loan Party may sell, transfer, assign or otherwise dispose of a receivable and related equipment in connection with an Energy Conservation Project Financing); (xi) any Loan Party may sell receivables for collection; (xii) any Loan Party may sell cash equivalents; (xiii) any Loan Party may sell, transfer assign or otherwise dispose of the assets of any Renewable Energy Project or the Equity Interests of a Special Purpose Subsidiary (other Credit Partythan the Hawaii Joint Venture); and (xiv) any Loan Party may make other asset sales resulting in aggregate Net Cash Proceeds not to exceed $2,000,000 after the Effective Time. (d) in addition to the formation and acquisition of Special Purpose Subsidiaries permitted pursuant to subsection (a) of this Section 8.4 9.4 and subject to Sections 8.19.1, 8.29.2, 8.5 9.5 and the third sentence of Section 8.4(a9.4(a), the Credit Loan Parties may acquire all or substantially all of the business and assets of any corporation, partnership, limited liability company, or other entity located in and organized under the laws of the United States or any state thereof (“Permitted Acquisitions”), subject to satisfaction of the following conditions: (i) with respect to such Permitted Acquisitions, the aggregate purchase price (including, without limitation, any earn-out, non-compete, deferred compensation arrangement or other amounts deferred, financed or withheld in respect of the purchase price for, the amount of any Indebtedness assumed in connection with, and all fees and expenses incurred in connection with, such Permitted Acquisition) shall not exceed (x) $5,000,000 for any single Permitted Acquisition (or series of related Permitted Acquisitions) and (y) $10,000,000 in the aggregate for all Permitted Acquisitions consummated during any fiscal year; (ii) the business or assets so acquired shall be located in the United States and in the same or a substantially similar line of business as that of the Credit Loan Parties; (iiiii) both immediately prior to and after giving effect to such Permitted Acquisition on a pro-forma basis Pro Forma Basis incorporating such pro-forma assumptions as are satisfactory to the Agent in its reasonable discretion, discretion,(A) the Credit Loan Parties shall be in compliance with all the financial covenants covenant set forth in Section 8.10 hereof 9.10(b) hereof, (B) the Core Leverage Ratio shall not exceed 1.50 to 1.00, and (C) the Borrower sum of unrestricted cash plus the amount of the Revolving Commitment available to be borrowed under Section 2.1 shall deliver to the Agent a Compliance Certificate demonstrating such compliancenot be less than $25,000,000; (iviii) the assets so acquired shall be transferred free and clear of any Liens (other than Liens permitted by Section 8.29.2) and no debt or liabilities Indebtedness shall be incurred, guaranteed, assumed or combined except to the extent otherwise permitted by Section 8.19.1; (viv) the Agent shall have received Lien searches reasonably satisfactory to the Lender with respect to the assets being acquired, provided, that such Lien searches may be delivered within fifteen days after the closing for an acquisition for which the aggregate purchase price is less than $5,000,000; (viv) the Agent shall have received perfected Liens (subject only to Liens permitted by Section 8.29.2) on substantially all of the assets being acquired in such Permitted Acquisition, provided that such Liens shall not be required on any Property if (A) such Liens are prohibited pursuant to any agreement binding on the Person owning such Property and (B) the failure to obtain such Liens is not reasonably likely to have a Material Adverse Effect on the rights of and remedies available to the Lender, and provided further, that such perfected Liens may be delivered within fifteen days after the closing for an acquisition for which the aggregate purchase price is less than $5,000,000; (viivi) to the extent requested by the Agent, the Agent shall have received an opinion of counsel in each applicable jurisdiction reasonably satisfactory to it to the effect that the Liens granted pursuant to this Agreement are perfected security interests in such assets and as to such other matters as the Agent may reasonably require, provided, that such opinion of counsel may be delivered within fifteen days after the closing for an acquisition for which the aggregate purchase price is less than $5,000,000; (viiivii) in connection with such Permitted Acquisition, the Credit Loan Parties shall deliver to the Agent (A) a copy of the purchase agreement pursuant to which such Permitted Acquisition will be consummated; (B) a copy of each existing material agreement relating to the assets to be acquired in such Permitted Acquisition and which is to be in effect after the consummation of such Permitted Acquisition; (C) a Compliance Certificate calculating compliance (as of the last day of the then most recently ended fiscal quarter) with the covenants set forth in requirements of Section 8.10 9.4(d)(ii) on a pro forma basisPro Forma Basis, assuming such acquisition had occurred prior to the first day of the earliest fiscal quarter included in the applicable test period for calculating such compliance; (D) the Credit Loan Parties shall use best efforts to provide such other information or reports as the Lender may reasonably request with respect to such Permitted Acquisition; (E) to the extent available to the Credit Loan Parties, historical financial statements (for the prior three fiscal years provided that if such statements are not available for the prior three fiscal years, historical financial statements for not less than the prior four fiscal quarters) of the entity whose assets are being acquired; and (F) if the Borrower is acquiring any interest in real property, and if required by the Agent, reports and other information in form, scope and substance reasonably satisfactory to the Agent and prepared by environmental consultants reasonably satisfactory to the Agent, concerning any environmental hazards or liabilities to which any Credit Loan Party is likely to be subject with respect to such acquired real property; (ixviii) immediately prior to such Permitted Acquisition no Default shall have occurred and be continuing and after giving effect to such Permitted Acquisition, no Default shall have occurred and be continuing and no Material Adverse Effect shall result; and (xix) such acquisition shall be consensual and shall have been approved by the board of directors or comparable governing body of the business so acquired.

Fundamental Changes; Asset Sales. (a) No The Credit Party Parties will not enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). No , except that, so long as no Default or Event of Default shall have occurred or be continuing or result therefrom, (i) any Borrower may be merged or combined with or into any other Credit Party, (ii) any Domestic Subsidiary (other than an Applicable Credit Party) may be merged into any other Domestic Subsidiary (other than an Applicable Credit Party), (iii) any Subsidiary of an Applicable Credit Party may be merged into any Applicable Credit Party or any other Subsidiary of such Applicable Credit Party, so long as an Applicable Credit Party is the survivor of any merger to which it is a party and each party to any such merger has a tangible net worth (determined in accordance with GAAP) that is at least $1.00. The Credit Parties will not form any Subsidiary without thirty (30) days prior notice to the Agent and compliance with Section 7.14. The Credit Parties will not acquire any business or property from, or capital stock Capital Stock of, or other equity interests in, or be a party to any acquisition of, any Person except for purchases of property to be used in the ordinary course of business (which do not constitute, and are not in connection with, the purchase of a business, division, or business unit), Investments permitted under Section 8.5 8.5, Permitted Acquisitions, and Capital Expenditures. No Credit Party will form or acquire any Subsidiary, other than a Special Purpose Subsidiary, without the express prior written consent of the Agent. (b) No The Credit Party Parties will not convey, sell, lease, transfer or otherwise dispose (including any Disposition) of, in one transaction or a series of transactions, any part of its their business or property, whether now owned or hereafter acquired (including, without limitation, receivables and leasehold interests, but excluding (w) the Disposal of any stock or assets of Xxxxxx Systems Holding Corp. and/or any subsidiary thereof, (x) the saleobsolete or worn-out property (including leasehold interests), transfer, assignment tools or other disposition of the equity interests of a Special Purpose Subsidiary (other than the Hawaii Joint Venture)equipment no longer used or useful in their business, (y) other asset sales resulting any inventory sold or disposed of in aggregate Net Cash Proceeds not to exceed $1,000,000 after the Effective Time) ordinary course of business and on ordinary business terms), and (z) the saledisposal of any leasehold interests, transferwhether by assignment, assignment sublease or other disposition of a receivable in connection with an Energy Conservation Project Financing, provided that (i) the Credit Parties may sublease real property to the extent such sublease would not interfere with the operation of the business of the Credit Parties, (ii) any Core Domestic Ameresco Company may convey, sell, lease, transfer or dispose of its assets or property to any other Core Domestic Ameresco Company, and (iii) any Credit Party or Canadian Subsidiary may convey, sell, transfer or otherwise dispose of a portion of the outstanding capital stock of any other Canadian Subsidiarymanner, so long as no Change of Control shall result therefrom. (c) Notwithstanding the foregoing provisions of this Section 8.4: (i) (i) any Credit Party may be merged or combined with or into any other Credit Party (provided that if such merger involves the Borrower, (x) the Borrower shall be the surviving entity and (y) no Change of Control shall occur); and (ii) any Credit Party may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to any other Credit Party. (d) in addition to the formation and acquisition of Special Purpose Subsidiaries permitted pursuant to subsection (a) of this Section 8.4 and subject to Sections 8.1, 8.2, 8.5 and the third sentence of Section 8.4(a), the Credit Parties may acquire all or substantially all of the business and assets of any corporation, partnership, limited liability company, or other entity located in and organized under the laws of the United States or any state thereof (“Permitted Acquisitions”), subject to satisfaction of the following conditions: (i) with respect to such Permitted Acquisitions, the aggregate purchase price (including, without limitation, any earn-out, non-compete, deferred compensation arrangement or other amounts deferred, financed or withheld in respect of the purchase price for, the amount of any Indebtedness assumed in connection with, and all fees and expenses incurred in connection with, such Permitted Acquisition) shall disposal does not exceed (x) $5,000,000 for any single Permitted Acquisition (or series of related Permitted Acquisitions) and (y) $10,000,000 in the aggregate for all Permitted Acquisitions consummated during any fiscal year; (ii) the business or assets so acquired shall be located in the United States and in the same or a substantially similar line of business as that of the Credit Parties; (iii) both immediately prior to and after giving effect to such Permitted Acquisition on a pro-forma basis incorporating such pro-forma assumptions as are satisfactory to the Agent in its reasonable discretion, the Credit Parties shall be in compliance with all financial covenants set forth in Section 8.10 hereof and the Borrower shall deliver to the Agent a Compliance Certificate demonstrating such compliance; (iv) the assets so acquired shall be transferred free and clear of any Liens (other than Liens permitted by Section 8.2) and no debt or liabilities shall be incurred, guaranteed, assumed or combined except to the extent otherwise permitted by Section 8.1; (v) the Agent shall have received Lien searches reasonably satisfactory to the Lender with respect to the assets being acquired; (vi) the Agent shall have received perfected Liens (subject only to Liens permitted by Section 8.2) on substantially all of the assets being acquired in such Permitted Acquisition, provided that such Liens shall not be required on any Property if (A) such Liens are prohibited pursuant to any agreement binding on the Person owning such Property and (B) the failure to obtain such Liens is not reasonably likely to have a Material Adverse Effect on the rights of and remedies available to the Lender; (vii) to the extent requested by the Agent, the Agent shall have received an opinion of counsel in each applicable jurisdiction reasonably satisfactory to it to the effect that the Liens granted pursuant to this Agreement are perfected security interests in such assets and as to such other matters as the Agent may reasonably require; (viii) in connection with such Permitted Acquisition, the Credit Parties shall deliver to the Agent (A) a copy of the purchase agreement pursuant to which such Permitted Acquisition will be consummated; (B) a copy of each existing material agreement relating to the assets to be acquired in such Permitted Acquisition and which is to be in effect after the consummation of such Permitted Acquisition; (C) a Compliance Certificate calculating compliance (as of the last day of the then most recently ended fiscal quarter) with the covenants set forth in Section 8.10 on a pro forma basis, assuming such acquisition had occurred prior to the first day of the earliest fiscal quarter included in the applicable test period for calculating such compliance; (D) the Credit Parties shall use best efforts to provide such other information or reports as the Lender may reasonably request with respect to such Permitted Acquisition; (E) to the extent available to the Credit Parties, historical financial statements (for the prior three fiscal years provided that if such statements are not available for the prior three fiscal years, historical financial statements for not less than the prior four fiscal quarters) of the entity whose assets are being acquired; and (F) if the Borrower is acquiring any interest in real property, and if required by the Agent, reports and other information in form, scope and substance reasonably satisfactory to the Agent and prepared by environmental consultants reasonably satisfactory to the Agent, concerning any environmental hazards or liabilities to which any Credit Party is likely to be subject with respect to such acquired real property; (ix) immediately prior to such Permitted Acquisition no Default shall have occurred and be continuing and after giving effect to such Permitted Acquisition, no Default shall have occurred and be continuing and no Material Adverse Effect shall result; and (x) such acquisition shall be consensual and shall have been approved by the board of directors or comparable governing body of the business so acquiredEffect.

Fundamental Changes; Asset Sales. The Issuer will not, and will cause each of its Subsidiaries not to, (ai) No Credit Party will enter into any transaction of merger merge, amalgamate or consolidation or amalgamationconsolidate, or liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution). No Credit Party will acquire any business or property from, or capital stock ofeffect any Delaware LLC Division, or other equity interests in, or be a party to any acquisition of, any Person except for purchases of property to be used in the ordinary course of business, Investments permitted under Section 8.5 and Capital Expenditures. No Credit Party will form or acquire any Subsidiary, other than a Special Purpose Subsidiary, without the express prior written consent of the Agent. (bii) No Credit Party will convey, sell, leaselease or license, exchange, transfer or otherwise dispose (including any Disposition) of, in one transaction or a series of transactions, all or any part of its business business, assets or propertyproperty of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired acquired, leased or licensed, or (including, without limitation, receivables and leasehold interests, but excluding (xiii) the sale, transfer, assignment acquire by purchase or other disposition of the equity interests of a Special Purpose Subsidiary otherwise (other than the Hawaii Joint Venture), (y) other asset sales resulting in aggregate Net Cash Proceeds not to exceed $1,000,000 after the Effective Time) and (z) the sale, transfer, assignment purchases or other disposition acquisitions of a receivable inventory, materials and equipment and capital expenditures in connection with an Energy Conservation Project Financingthe ordinary course of business) all or substantially all assets of, provided that (i) the Credit Parties may sublease real property to the extent such sublease would not interfere with the operation or stock or shares or other evidence of the beneficial ownership of, any Person or any division or line of business of the Credit Parties, (ii) any Core Domestic Ameresco Company may convey, sell, lease, transfer or dispose of its assets or property to any other Core Domestic Ameresco Company, and (iii) any Credit Party or Canadian Subsidiary may convey, sell, transfer or otherwise dispose of a portion of the outstanding capital stock business unit of any other Canadian SubsidiaryPerson, so long as no Change of Control shall result therefrom. (c) Notwithstanding except for the foregoing provisions of this Section 8.4following: (i) the merger, amalgamation or consolidation of the Issuer or any Subsidiary that is a Non-Grantor with or into the Issuer in a transaction in which the Issuer is the survivor; (iii) the merger, amalgamation or consolidation of any Credit Subsidiary with or into any Note Party may in a transaction in which the surviving or resulting entity is or becomes a Note Party and no person other than the Issuer or a Note Party receives any consideration; provided, that, if any such Subsidiary or such Note Party is a Grantor, the surviving or resulting entity shall be merged a Grantor; (iii) the merger, amalgamation or combined consolidation of any Subsidiary that is not a Note Party with or into any other Credit Party Subsidiary that is not a Note Party; and (iv) the liquidation or dissolution or change in form of entity of any Subsidiary if the Issuer determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Issuer and is not materially disadvantageous to the Holders, so long as, to the extent such liquidated or dissolved Subsidiary was a Grantor, all assets of such Subsidiary upon dissolution thereof are transferred to any other Grantor; (b) Permitted Acquisitions; (c) sales or other Dispositions of assets that do not constitute Asset Sales; (d) Asset Sales; provided, that (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Issuer), (2) no less than 75% of the consideration for such asset sale shall be paid in Cash and Cash Equivalent, provided that if such merger involves the Borrowerprovisions of this clause (2) shall not apply to any transaction which in the aggregate involve assets with a fair market value of less than $25,000,000, (x3) no Default or Event of Default is continuing or would exist after giving effect thereto and (4) the Borrower Net Cash Proceeds thereof shall be applied as required by Section 3.5(a); (e) (i) disposals of damaged, obsolete, used, worn out or surplus assets or property no longer useful to the surviving entity business of such Person or economically impracticable to maintain and (yii) no Change dispositions of Control shall occur)inventory (including on an intercompany basis) and vehicles in the ordinary course of business consistent with past practice; and (iif) any Credit Party may sellleases, leasesubleases, transfer non-exclusive licenses or otherwise dispose sublicenses of any property or all intellectual property in the ordinary course of its property (upon voluntary liquidation or otherwise) to any other Credit Party. (d) in addition to business. For the formation and acquisition avoidance of Special Purpose Subsidiaries permitted pursuant to subsection (a) of this Section 8.4 and subject to Sections 8.1doubt, 8.2, 8.5 and the third sentence of Section 8.4(a), the Credit Parties may acquire all or substantially all of the business and assets of any corporation, partnership, limited liability company, or other entity located in and organized under the laws of the United States or any state thereof (“Permitted Acquisitions”), subject to satisfaction of the following conditions: (i) with respect the granting of Liens will not be considered a Disposition and will be governed by Section 9.4. and (ii) from and after the Issue Date, no Note Party shall be permitted to such Permitted AcquisitionsDispose, the aggregate purchase price sell or otherwise transfer any Property (including, without limitation, any earn-outIntellectual Property and any equity interests held in joint ventures) to any Subsidiary that is not a Note Party. Notwithstanding anything to the contrary in this Agreement, non-compete, deferred compensation arrangement or other amounts deferred, financed or withheld in respect of (i) from and after the purchase price forIssue Date, the amount of any Indebtedness assumed in connection withIssuer will not, and all fees and expenses incurred in connection with, such Permitted Acquisition) shall will not exceed (x) $5,000,000 for cause or permit any single Permitted Acquisition (or series of related Permitted Acquisitions) and (y) $10,000,000 in the aggregate for all Permitted Acquisitions consummated during any fiscal year; (ii) the business or assets so acquired shall be located its Subsidiaries organized in the United States and or the Cayman Islands to Dispose, sell or otherwise transfer any Intellectual Property owned by the Issuer or any such Subsidiaries to any Subsidiary that is not organized in the same United States or a substantially similar line of business as that of the Credit Parties; Cayman Islands and (iiiii) both immediately prior to from and after giving effect the Issue Date, no Grantor shall be permitted to such Permitted Acquisition on a pro-forma basis incorporating such pro-forma assumptions as are satisfactory Dispose, sell or otherwise transfer any Collateral or any other Property that is required to become Collateral pursuant to the Agent in its reasonable discretion, the Credit Parties shall be in compliance with all financial covenants set forth in Section 8.10 terms hereof and the Borrower shall deliver to the Agent a Compliance Certificate demonstrating such compliance; other Note Documents (ivincluding, without limitation, any Intellectual Property) the assets so acquired shall be transferred free and clear of any Liens (other than Liens permitted by Section 8.2) and no debt or liabilities shall be incurred, guaranteed, assumed or combined except to the extent otherwise permitted by Section 8.1; (v) the Agent shall have received Lien searches reasonably satisfactory to the Lender with respect to the assets being acquired; (vi) the Agent shall have received perfected Liens (subject only to Liens permitted by Section 8.2) on substantially all of the assets being acquired in such Permitted Acquisition, provided that such Liens shall not be required on any Property if (A) such Liens are prohibited pursuant to any agreement binding on the Person owning such Property and (B) the failure to obtain such Liens is not reasonably likely to have a Material Adverse Effect on the rights of and remedies available to the Lender; (vii) to the extent requested by the Agent, the Agent shall have received an opinion of counsel in each applicable jurisdiction reasonably satisfactory to it to the effect that the Liens granted pursuant to this Agreement are perfected security interests in such assets and as to such other matters as the Agent may reasonably require; (viii) in connection with such Permitted Acquisition, the Credit Parties shall deliver to the Agent (A) a copy of the purchase agreement pursuant to which such Permitted Acquisition will be consummated; (B) a copy of each existing material agreement relating to the assets to be acquired in such Permitted Acquisition and which is to be in effect after the consummation of such Permitted Acquisition; (C) a Compliance Certificate calculating compliance (as of the last day of the then most recently ended fiscal quarter) with the covenants set forth in Section 8.10 on a pro forma basis, assuming such acquisition had occurred prior to the first day of the earliest fiscal quarter included in the applicable test period for calculating such compliance; (D) the Credit Parties shall use best efforts to provide such other information or reports as the Lender may reasonably request with respect to such Permitted Acquisition; (E) to the extent available to the Credit Parties, historical financial statements (for the prior three fiscal years provided that if such statements are not available for the prior three fiscal years, historical financial statements for not less than the prior four fiscal quarters) of the entity whose assets are being acquired; and (F) if the Borrower is acquiring any interest in real property, and if required by the Agent, reports and other information in form, scope and substance reasonably satisfactory to the Agent and prepared by environmental consultants reasonably satisfactory to the Agent, concerning any environmental hazards or liabilities to which any Credit Party is likely to be subject with respect to such acquired real property; (ix) immediately prior to such Permitted Acquisition no Default shall have occurred and be continuing and after giving effect to such Permitted Acquisition, no Default shall have occurred and be continuing and no Material Adverse Effect shall result; and (x) such acquisition shall be consensual and shall have been approved by the board of directors or comparable governing body of the business so acquiredNon-Grantor.

Fundamental Changes; Asset Sales. (ai) No Credit Party The Loan Parties will not enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), except that any Loan Party may, so long as no Default or Event of Default shall have occurred or be continuing or result therefrom, be merged or combined with or into the Parent or any other Loan Party, PROVIDED that if such merger involves the Parent or a Guarantor (as such term is defined under the US Financing Agreement), (x) the Parent or a Guarantor (as such term is defined under the US Financing Agreement) shall be the surviving entity and (y) no Change of Control (as such term is defined under the US Financing Agreement) shall result therefrom. No Credit Party The Loan Parties will not form any Subsidiary without the prior written consent of the Agent. The Loan Parties will not acquire any business or property from, or capital stock Capital Stock of, or other equity interests in, or be a party to any acquisition of, any Person except for purchases of property to be used in the ordinary course of business, Investments permitted under Section 8.5 7.02(e) and Capital Expenditures. No Credit Party will form or acquire any Subsidiary, other than a Special Purpose Subsidiary, without the express prior written consent of the Agent. (bii) No Credit Party The Loan Parties will not convey, sell, lease, transfer or otherwise dispose (including any Disposition) of, in one transaction or a series of transactions, any part of its their business or property, whether now owned or hereafter acquired (including, without limitation, receivables and leasehold interests), but excluding except: (xA) obsolete property (including leasehold interests), tools or equipment no longer used or useful in their business, or worn out or in need of replacement and that are replaced with assets of reasonably equivalent value or utility or which are otherwise productive or useful in the sale, transfer, assignment conduct of such Loan Party's business; (B) any Inventory or other disposition property sold or disposed of in the equity interests ordinary course of business and on ordinary business terms; (C) sales of property from a Loan Party to another Loan Party permitted pursuant to Section 7.02(g); or (D) sales of a Special Purpose Subsidiary (other than the Hawaii Joint Venture), (y) other asset sales resulting in aggregate Net Cash Proceeds not to exceed $1,000,000 after the Effective TimeLoan Party permitted under sections 7.02(d)(ii)(D) and (zE) the sale, transfer, assignment or other disposition of a receivable in connection with an Energy Conservation Project Financing, provided that (i) the Credit Parties may sublease real property to the extent such sublease would not interfere with the operation of the business of the Credit Parties, (ii) any Core Domestic Ameresco Company may convey, sell, lease, transfer or dispose of its assets or property to any other Core Domestic Ameresco Company, and US Financing Agreement; (iii) any Credit Party or Canadian Subsidiary may convey, sell, transfer or otherwise dispose of a portion of Notwithstanding anything to the outstanding capital stock of any other Canadian Subsidiarycontrary contained in this Section 7.02(d), so long as no Change Default or Event of Control shall result therefrom. (c) Notwithstanding the foregoing provisions of this Section 8.4: (i) (i) any Credit Party may be merged or combined with or into any other Credit Party (provided that if such merger involves the Borrower, (x) the Borrower shall be the surviving entity and (y) no Change of Control shall occur); and (ii) any Credit Party may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to any other Credit Party. (d) in addition to the formation and acquisition of Special Purpose Subsidiaries permitted pursuant to subsection (a) of this Section 8.4 and subject to Sections 8.1, 8.2, 8.5 and the third sentence of Section 8.4(a), the Credit Parties may acquire all or substantially all of the business and assets of any corporation, partnership, limited liability company, or other entity located in and organized under the laws of the United States or any state thereof (“Permitted Acquisitions”), subject to satisfaction of the following conditions: (i) with respect to such Permitted Acquisitions, the aggregate purchase price (including, without limitation, any earn-out, non-compete, deferred compensation arrangement or other amounts deferred, financed or withheld in respect of the purchase price for, the amount of any Indebtedness assumed in connection with, and all fees and expenses incurred in connection with, such Permitted Acquisition) shall not exceed (x) $5,000,000 for any single Permitted Acquisition (or series of related Permitted Acquisitions) and (y) $10,000,000 in the aggregate for all Permitted Acquisitions consummated during any fiscal year; (ii) the business or assets so acquired shall be located in the United States and in the same or a substantially similar line of business as that of the Credit Parties; (iii) both immediately prior to and after giving effect to such Permitted Acquisition on a pro-forma basis incorporating such pro-forma assumptions as are satisfactory to the Agent in its reasonable discretion, the Credit Parties shall be in compliance with all financial covenants set forth in Section 8.10 hereof and the Borrower shall deliver to the Agent a Compliance Certificate demonstrating such compliance; (iv) the assets so acquired shall be transferred free and clear of any Liens (other than Liens permitted by Section 8.2) and no debt or liabilities shall be incurred, guaranteed, assumed or combined except to the extent otherwise permitted by Section 8.1; (v) the Agent shall have received Lien searches reasonably satisfactory to the Lender with respect to the assets being acquired; (vi) the Agent shall have received perfected Liens (subject only to Liens permitted by Section 8.2) on substantially all of the assets being acquired in such Permitted Acquisition, provided that such Liens shall not be required on any Property if (A) such Liens are prohibited pursuant to any agreement binding on the Person owning such Property and (B) the failure to obtain such Liens is not reasonably likely to have a Material Adverse Effect on the rights of and remedies available to the Lender; (vii) to the extent requested by the Agent, the Agent shall have received an opinion of counsel in each applicable jurisdiction reasonably satisfactory to it to the effect that the Liens granted pursuant to this Agreement are perfected security interests in such assets and as to such other matters as the Agent may reasonably require; (viii) in connection with such Permitted Acquisition, the Credit Parties shall deliver to the Agent (A) a copy of the purchase agreement pursuant to which such Permitted Acquisition will be consummated; (B) a copy of each existing material agreement relating to the assets to be acquired in such Permitted Acquisition and which is to be in effect after the consummation of such Permitted Acquisition; (C) a Compliance Certificate calculating compliance (as of the last day of the then most recently ended fiscal quarter) with the covenants set forth in Section 8.10 on a pro forma basis, assuming such acquisition had occurred prior to the first day of the earliest fiscal quarter included in the applicable test period for calculating such compliance; (D) the Credit Parties shall use best efforts to provide such other information or reports as the Lender may reasonably request with respect to such Permitted Acquisition; (E) to the extent available to the Credit Parties, historical financial statements (for the prior three fiscal years provided that if such statements are not available for the prior three fiscal years, historical financial statements for not less than the prior four fiscal quarters) of the entity whose assets are being acquired; and (F) if the Borrower is acquiring any interest in real property, and if required by the Agent, reports and other information in form, scope and substance reasonably satisfactory to the Agent and prepared by environmental consultants reasonably satisfactory to the Agent, concerning any environmental hazards or liabilities to which any Credit Party is likely to be subject with respect to such acquired real property; (ix) immediately prior to such Permitted Acquisition no Default shall have occurred and or be continuing and after giving effect to such Permitted Acquisitionor would result therefrom, no Default shall have occurred and be continuing and no Material Adverse Effect shall result; and (x) such acquisition the Loan Parties shall be consensual and shall have been approved by permitted to consummate the board of directors or comparable governing body of the business so acquiredtransactions described on Schedule 7.02(d)(iii).

Fundamental Changes; Asset Sales. (a) No The Credit Party Parties will not enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). No The - 51 - Credit Party Parties will not acquire any business or property from, or capital stock of, or other equity interests in, or be a party to any acquisition of, any Person except for purchases of property to be used in the ordinary course of business, Investments permitted under Section 8.5 and Capital Expenditures. No The Credit Party Parties will not form or acquire any Subsidiary, other than a Special Purpose Subsidiary, Subsidiary without the express prior written consent of the AgentLender. (b) No The Credit Party Parties will not convey, sell, lease, transfer or otherwise dispose (including any Disposition) of, in one transaction or a series of transactions, any part of its their business or property, whether now owned or hereafter acquired (including, without limitation, receivables and leasehold interests, but excluding (x) the sale, transfer, assignment obsolete or other disposition of the equity interests of a Special Purpose Subsidiary worn-out property (other than the Hawaii Joint Ventureincluding leasehold interests), tools or equipment no longer used or useful in their business and (y) other asset sales resulting in aggregate Net Cash Proceeds not to exceed $1,000,000 after the Effective Time) and (z) the sale, transfer, assignment any inventory or other disposition property sold or disposed of a receivable in connection with an Energy Conservation Project Financingthe ordinary course of business and on ordinary business terms), provided PROVIDED that (i) the Credit Parties may sublease real property to the extent such sublease would not interfere with the operation of the business of the Credit Parties, (ii) any Core Domestic Ameresco Company may convey, sell, lease, transfer or dispose of its assets or property to any other Core Domestic Ameresco Company, and (iii) any Credit Party or Canadian Subsidiary may convey, sell, transfer or otherwise dispose of a portion of the outstanding capital stock of any other Canadian Subsidiary, so long as no Change of Control shall result therefrom. (c) Notwithstanding the foregoing provisions of this Section 8.4: (i) (i) any Credit Party (other than ARC) may be merged or combined with or into any other Credit Party Borrower (provided that if such merger involves the BorrowerARC, (x) the Borrower ARC shall be the surviving entity and (y) no Change of Control shall occur); and (ii) any Credit Party may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to any other Credit PartyBorrower. (d) in addition to the formation and acquisition of Special Purpose Subsidiaries permitted pursuant to subsection (a) of this Section 8.4 and subject to Sections 8.1, 8.2, 8.5 and the third sentence of Section 8.4(a), the Credit Parties may acquire all or substantially all of the business and assets of any corporation, partnership, limited liability company, or other entity located in and organized under the laws of the United States or any state thereof (“Permitted Acquisitions”), subject to satisfaction of the following conditions: (i) with respect to such Permitted Acquisitions, the aggregate purchase price (including, without limitation, any earn-out, non-compete, deferred compensation arrangement or other amounts deferred, financed or withheld in respect of the purchase price for, the amount of any Indebtedness assumed in connection with, and all fees and expenses incurred in connection with, such Permitted Acquisition) shall not exceed (x) $5,000,000 for any single Permitted Acquisition (or series of related Permitted Acquisitions) and (y) $10,000,000 in the aggregate for all Permitted Acquisitions consummated during any fiscal year; (ii) the business or assets so acquired shall be located in the United States and in the same or a substantially similar line of business as that of the Credit Parties; (iii) both immediately prior to and after giving effect to such Permitted Acquisition on a pro-forma basis incorporating such pro-forma assumptions as are satisfactory to the Agent in its reasonable discretion, the Credit Parties shall be in compliance with all financial covenants set forth in Section 8.10 hereof and the Borrower shall deliver to the Agent a Compliance Certificate demonstrating such compliance; (iv) the assets so acquired shall be transferred free and clear of any Liens (other than Liens permitted by Section 8.2) and no debt or liabilities shall be incurred, guaranteed, assumed or combined except to the extent otherwise permitted by Section 8.1; (v) the Agent shall have received Lien searches reasonably satisfactory to the Lender with respect to the assets being acquired; (vi) the Agent shall have received perfected Liens (subject only to Liens permitted by Section 8.2) on substantially all of the assets being acquired in such Permitted Acquisition, provided that such Liens shall not be required on any Property if (A) such Liens are prohibited pursuant to any agreement binding on the Person owning such Property and (B) the failure to obtain such Liens is not reasonably likely to have a Material Adverse Effect on the rights of and remedies available to the Lender; (vii) to the extent requested by the Agent, the Agent shall have received an opinion of counsel in each applicable jurisdiction reasonably satisfactory to it to the effect that the Liens granted pursuant to this Agreement are perfected security interests in such assets and as to such other matters as the Agent may reasonably require; (viii) in connection with such Permitted Acquisition, the Credit Parties shall deliver to the Agent (A) a copy of the purchase agreement pursuant to which such Permitted Acquisition will be consummated; (B) a copy of each existing material agreement relating to the assets to be acquired in such Permitted Acquisition and which is to be in effect after the consummation of such Permitted Acquisition; (C) a Compliance Certificate calculating compliance (as of the last day of the then most recently ended fiscal quarter) with the covenants set forth in Section 8.10 on a pro forma basis, assuming such acquisition had occurred prior to the first day of the earliest fiscal quarter included in the applicable test period for calculating such compliance; (D) the Credit Parties shall use best efforts to provide such other information or reports as the Lender may reasonably request with respect to such Permitted Acquisition; (E) to the extent available to the Credit Parties, historical financial statements (for the prior three fiscal years provided that if such statements are not available for the prior three fiscal years, historical financial statements for not less than the prior four fiscal quarters) of the entity whose assets are being acquired; and (F) if the Borrower is acquiring any interest in real property, and if required by the Agent, reports and other information in form, scope and substance reasonably satisfactory to the Agent and prepared by environmental consultants reasonably satisfactory to the Agent, concerning any environmental hazards or liabilities to which any Credit Party is likely to be subject with respect to such acquired real property; (ix) immediately prior to such Permitted Acquisition no Default shall have occurred and be continuing and after giving effect to such Permitted Acquisition, no Default shall have occurred and be continuing and no Material Adverse Effect shall result; and (x) such acquisition shall be consensual and shall have been approved by the board of directors or comparable governing body of the business so acquired.

Fundamental Changes; Asset Sales. (a) No Credit Party will enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). No The Credit Party Parties will not acquire any business or property from, or capital stock Capital Stock of, or other equity interests in, or be a party to any acquisition of, any Person except for purchases of property to be used in the ordinary course of business, Investments permitted under Section 8.5 7.5 and Capital Expenditures. No Credit Party will form or acquire any Subsidiary, other than a Special Purpose Subsidiary, without the express prior written consent of the Agent. (b) No The Credit Party Parties will not convey, sell, lease, transfer or otherwise dispose (including any Disposition) of, in one transaction or a series of transactions, any part of its their business or property, whether now owned or hereafter acquired (including, without limitation, receivables and leasehold interests, but excluding (x) the saleobsolete or worn-out property (including leasehold interests), transferor tools, assignment equipment or other disposition of the equity interests of a Special Purpose Subsidiary (other than the Hawaii Joint Venture)property no longer used or useful in their business with an orderly liquidation value not to exceed $500,000 in any Fiscal Year, (y) other asset sales resulting in aggregate Net Cash Proceeds not to exceed $1,000,000 after the Effective Time) and (z) the sale, transfer, assignment any inventory or other disposition property sold or disposed of a receivable in connection with an Energy Conservation Project Financingthe ordinary course of business and on ordinary business terms), provided that (i) the Credit Parties may sublease real property to the extent such sublease would not interfere with the operation of the business of the Credit Parties, (ii) any Core Domestic Ameresco Company may convey, sell, lease, transfer or dispose of its assets or property to any other Core Domestic Ameresco Company, and (iii) any Credit Party or Canadian Subsidiary may convey, sell, transfer or otherwise dispose of a portion of the outstanding capital stock of any other Canadian Subsidiary, so long as no Change of Control shall result therefrom. (c) Notwithstanding the foregoing provisions of this Section 8.4: (i) (i) any Credit Party may be merged or combined with or into any other Credit Party (provided that if such merger involves the Borrower, (x) the Borrower shall be the surviving entity and (y) no Change of Control shall occur); and; (ii) any Credit Party may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to any other Credit Party. (d) in addition to the formation and acquisition of Special Purpose Subsidiaries permitted pursuant to subsection (a) of this Section 8.4 and subject to Sections 8.1, 8.2, 8.5 and the third sentence of Section 8.4(a), the Credit Parties may acquire all or substantially all of the business and assets of any corporation, partnership, limited liability company, or other entity located in and organized under the laws of the United States or any state thereof (“Permitted Acquisitions”), subject to satisfaction of the following conditions: (i) with respect to such Permitted Acquisitions, the aggregate purchase price (including, without limitation, any earn-out, non-compete, deferred compensation arrangement or other amounts deferred, financed or withheld in respect of the purchase price for, the amount of any Indebtedness assumed in connection with, and all fees and expenses incurred in connection with, such Permitted Acquisition) shall not exceed (x) $5,000,000 for any single Permitted Acquisition (or series of related Permitted Acquisitions) and (y) $10,000,000 in the aggregate for all Permitted Acquisitions consummated during any fiscal year; (ii) the business or assets so acquired shall be located in the United States and in the same or a substantially similar line of business as that of the Credit Parties; (iii) both immediately prior to and after giving effect to such Permitted Acquisition on a pro-forma basis incorporating such pro-forma assumptions as are satisfactory to the Agent in its reasonable discretion, the Credit Parties shall be in compliance with all financial covenants set forth in Section 8.10 hereof and may consummate the Borrower shall deliver to the Agent a Compliance Certificate demonstrating such compliance;Permitted Mexico Facility Disposition; and (iv) the assets so acquired shall be transferred free and clear Credit Parties may dispose of any Liens (other than Liens permitted by Section 8.2) and no debt or liabilities shall be incurred, guaranteed, assumed or combined except to the extent otherwise permitted by Section 8.1; (v) the Agent shall have received Lien searches reasonably satisfactory to the Lender with respect to the assets being acquired; (vi) the Agent shall have received perfected Liens (subject only to Liens permitted by Section 8.2) on substantially all of the assets being acquired in such Permitted Acquisition, provided that such Liens shall not be required on any Property if (A) such Liens are prohibited accounts receivable pursuant to any agreement binding on the Person owning such Property and (B) the failure to obtain such Liens is not reasonably likely to have Approved Receivables Program, including a Material Adverse Effect on the rights of and remedies available to the Lender; (vii) to the extent requested by the Agent, the Agent shall have received an opinion of counsel in each applicable jurisdiction reasonably satisfactory to it to the effect that the Liens granted pursuant to this Agreement are perfected security interests in such assets and as to such other matters as the Agent may reasonably require; (viii) in connection with such Permitted Acquisition, the Credit Parties shall deliver to the Agent (A) a copy of the purchase agreement pursuant to which such Permitted Acquisition will be consummated; (B) a copy of each existing material agreement relating to the assets to be acquired in such Permitted Acquisition and which is to be in effect after the consummation of such Permitted Acquisition; (C) a Compliance Certificate calculating compliance (as of the last day of the then most recently ended fiscal quarter) with the covenants set forth in Section 8.10 on a pro forma basis, assuming such acquisition had occurred prior to the first day of the earliest fiscal quarter included in the applicable test period for calculating such compliance; (D) the Credit Parties shall use best efforts to provide such other information or reports as the Lender may reasonably request with respect to such Permitted Acquisition; (E) to the extent available to the Credit Parties, historical financial statements (for the prior three fiscal years provided that if such statements are not available for the prior three fiscal years, historical financial statements for not less than the prior four fiscal quarters) of the entity whose assets are being acquired; and (F) if the Borrower is acquiring any interest in real property, and if required by the Agent, reports and other information in form, scope and substance reasonably satisfactory to the Agent and prepared by environmental consultants reasonably satisfactory to the Agent, concerning any environmental hazards or liabilities to which any Credit Party is likely to be subject with respect to such acquired real property; (ix) immediately prior to such Permitted Acquisition no Default shall have occurred and be continuing and after giving effect to such Permitted Acquisition, no Default shall have occurred and be continuing and no Material Adverse Effect shall result; and (x) such acquisition shall be consensual and shall have been approved by the board of directors or comparable governing body of the business so acquiredFactoring Agreement.

Fundamental Changes; Asset Sales. (a) No Credit Party will enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). No Credit Party will effect any Disposition or Relocation or acquire any business or property from, or capital stock of, or other equity interests in, or be a party to any acquisition (including any Acquisition) of, any Person except for purchases by any Credit Party of property to be used in the ordinary course of business, Investments permitted under Section 8.5 hereunder, Capital Expenditures permitted hereunder, and Capital ExpendituresAcquisitions permitted hereunder. No Credit Party will form or acquire any Subsidiary, other than a Special Purpose Subsidiary, without the express prior written consent of the Agent. (b) No Credit Party will convey, sell, lease, transfer or otherwise dispose (including any Disposition) of, in one transaction or a series of transactions, any part of its business or property, whether now owned or hereafter acquired (including, without limitation, including receivables and leasehold interests, but excluding (x) the sale, transfer, assignment or other disposition of the equity interests of a Special Purpose Subsidiary (other than the Hawaii Joint Venture), (y) other asset sales resulting in aggregate Net Cash Proceeds not to exceed $1,000,000 after the Effective Time) and (z) the sale, transfer, assignment or other disposition of a receivable in connection with an Energy Conservation Project Financing, ; provided that a Credit Party may (i1) the Credit Parties may lease or sublease real property to the extent such lease or sublease would not materially interfere with the operation of the business businesses of the Credit PartiesParties and (2) enter into any sale, lease, transfer or other disposition described clauses (iia) through (j) of the definition of Disposition. The Lenders and the Administrative Agent (as the case may be) at the Borrower’s expense hereby agree to complete, execute and deliver to the Borrower, upon reasonable prior written notice to the Administrative Agent and upon provision by the Borrower of a draft of such instrument, any Core Domestic Ameresco Company may release or termination of security interest required to permit the applicable Credit Party conveying, selling, leasing, transferring or otherwise disposing of any part of its property pursuant to and in accordance with this Agreement to convey, sell, lease, transfer or dispose of its assets or property to any other Core Domestic Ameresco Company, and (iii) any Credit Party or Canadian Subsidiary may convey, sell, transfer or otherwise dispose of a portion of the outstanding capital stock such property free and clear of any other Canadian Subsidiary, so long as no Change of Control shall result therefrom. (c) Lien under the Collateral Documents. Notwithstanding the foregoing provisions of this Section 8.47.4: (i) (ia) any Credit Party (other than the Borrower or any License Subsidiary) may be merged or consolidated with or into the Borrower or any other Credit Party, and any Subsidiary that is not a Credit Party may be merged or combined with or into any other Credit Party (with the Credit Party as the surviving entity); provided that if any such merger involves the Borrower, (x) transaction shall be between a Subsidiary and the Borrower or a Wholly Owned Subsidiary, the Borrower or such Wholly Owned Subsidiary, as applicable, shall be the continuing or surviving entity and (y) no Change of Control shall occur); andcorporation; (iib) any Credit Party (other than the Borrower or any License Subsidiary) may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to any other Credit Party.; (c) the capital stock of, or other equity interests in, any Credit Party may be sold, transferred or otherwise disposed of to the Borrower or any other Credit Party; (d) in addition any Credit Party may enter into Acquisitions to the formation and acquisition of Special Purpose Subsidiaries permitted pursuant to subsection (a) of this Section 8.4 and subject to Sections 8.1, 8.2, 8.5 and the third sentence of Section 8.4(a), the Credit Parties may acquire all or substantially all of the assets or any division, business and assets of any corporation, partnership, limited liability companyor broadcast station or capital stock of, or other entity located equity interests in and organized under the laws (including acquisitions by purchase of the United States assets, purchase of stock, merger or otherwise or by an Asset Swap), any state thereof Person (collectively, “Permitted Acquisitions”), subject to satisfaction of the following conditions: (i) with respect immediately prior to such Permitted AcquisitionsAcquisition and after giving effect thereto, the aggregate purchase price (including, without limitation, any earn-out, non-compete, deferred compensation arrangement or other amounts deferred, financed or withheld in respect of the purchase price for, the amount of any Indebtedness assumed in connection with, no Default shall have occurred and all fees and expenses incurred in connection with, such Permitted Acquisition) shall not exceed (x) $5,000,000 for any single Permitted Acquisition (or series of related Permitted Acquisitions) and (y) $10,000,000 in the aggregate for all Permitted Acquisitions consummated during any fiscal yearbe continuing; (ii) to the business or assets extent that the Permitted Acquisition is structured as an Acquisition of capital stock, such capital stock shall be held by a Credit Party and the Subsidiary so acquired shall be located in comply with the United States and in the same or a substantially similar line provisions of business as that of the Credit PartiesSection 6.10; (iii) both immediately prior to and following the proposed Acquisition after giving effect to such Permitted Acquisition on a pro-pro forma basis incorporating such pro-pro forma assumptions as are satisfactory to the Administrative Agent in its reasonable discretion, the Credit Parties shall be in compliance with all financial the covenants set forth in Section 8.10 hereof 7.10(a) and (b) and the Borrower Administrative Agent shall deliver to the Agent have received a pro forma Compliance Certificate demonstrating to such complianceeffect; (iv) the assets so acquired aggregate consideration paid or exchanged by the Borrower and its Subsidiaries in connection with any such individual Acquisition shall be transferred free and clear of any Liens not exceed (other than Liens permitted by Section 8.2A) and no debt or liabilities shall be incurred, guaranteed, assumed or combined except prior to the extent otherwise permitted by Section 8.1Qualifying IPO Closing Date, $75,000,000 or (B) thereafter, $125,000,000, in each case, without the consent of Required Lenders, such consent not to be unreasonably withheld; (v) the Agent business so acquired shall have received Lien searches reasonably satisfactory be located in (A) prior to the Lender Qualifying IPO Closing Date, the United States or (B) thereafter, the United States or any state or territory thereof or Mexico; provided that the aggregate consideration paid or exchanged by the Borrower and its Subsidiaries after the date hereof in connection with respect to the assets being acquiredall acquisitions of businesses located in Mexico shall not exceed $50,000,000; (vi) the Credit Parties have delivered such financial information with respect to the business to be acquired as the Administrative Agent shall have received perfected Liens (subject only to Liens permitted by Section 8.2) on substantially all of the assets being acquired in such Permitted Acquisition, provided that such Liens shall not be required on any Property if (A) such Liens are prohibited pursuant to any agreement binding on the Person owning such Property and (B) the failure to obtain such Liens is not reasonably likely to have a Material Adverse Effect on the rights of and remedies available to the Lender;requested; and (vii) any individual Permitted Acquisition of properties or assets located in the United States for aggregate consideration of $25,000,000 or greater shall be also conditioned on delivery to the extent Administrative Agent or the Collateral Agent of (1) all material documents reasonably requested by the AgentAdministrative Agent or the Collateral Agent to insure that the Senior Lenders have a First Priority Lien in, and assignment of, all personal property assets and interests acquired, including consents of third parties if reasonably requested and (2) if such Permitted Acquisition is of a television or radio property and the Agent shall have received aggregate consideration therefor is $40,000,000 or greater, an opinion of FCC counsel in each applicable jurisdiction reasonably satisfactory to it to the effect that the Liens granted pursuant to this Agreement are perfected security interests Borrower in such assets and as to such other matters as the Agent may reasonably require; (viii) in connection with such Permitted Acquisition, the Credit Parties shall deliver to the Agent (A) a copy of the purchase agreement pursuant to which such Permitted Acquisition will be consummated; (B) a copy of each existing material agreement relating to the assets to be acquired in such Permitted Acquisition and which is to be in effect after the consummation of such Permitted Acquisition; (C) a Compliance Certificate calculating compliance (as of the last day of the then most recently ended fiscal quarter) with the covenants set forth in Section 8.10 on a pro forma basis, assuming such acquisition had occurred prior to the first day of the earliest fiscal quarter included in the applicable test period for calculating such compliance; (D) the Credit Parties shall use best efforts to provide such other information or reports as the Lender may reasonably request with respect to such Permitted Acquisition; (E) to the extent available to the Credit Parties, historical financial statements (for the prior three fiscal years provided that if such statements are not available for the prior three fiscal years, historical financial statements for not less than the prior four fiscal quarters) of the entity whose assets are being acquired; and (F) if the Borrower is acquiring any interest in real property, and if required by the Agent, reports and other information in form, scope form and substance reasonably satisfactory to the Agent Administrative Agent. (e) The Credit Parties shall be permitted to sell, lease or assign: (i) obsolete or worn-out property (including leasehold interests), tools or equipment no longer used or useful in its business, (ii) any inventory or other property sold or disposed of in the ordinary course of business and prepared on ordinary business terms, (iii) interests in real property by environmental consultants reasonably satisfactory lease entered into in the ordinary course of business, (iv) the surrender of waiver of contractual rights or the settlement, release or surrender of contracts or tort claims in the ordinary course of business, (v) Dispositions; provided (1) the consideration received for such assets shall be in an amount at least equal to the AgentFair Market Value thereof (determined in good faith by the senior management of the Borrower), concerning (2) no less than 75% thereof shall be paid in cash or Cash Equivalents, and (3) the Net Cash Payments thereof shall be applied as required by Section 2.11(b)(i); provided further that the aggregate amount of Dispositions in any environmental hazards or liabilities fiscal year pursuant to which any this clause (v) shall not exceed 35% of the EBITDA of the Credit Party is likely Parties for the immediately preceding fiscal year, as stated in the Compliance Certificate required to be subject delivered pursuant to Section 6.1(c) for the most recently ended fiscal year, or, if such Compliance Certificate is not available at the time of such proposed Disposition, as demonstrated through financial statements and reports acceptable to the Administrative Agent in its reasonable discretion; (vi) Asset Swaps, so long as (A) such Asset Swap is made on an arm’s-length basis and the Borrower or such Credit Party, as the case may be, receives consideration at the time of the Asset Swap at least equal to the Fair Market Value of the assets or capital stock issued or sold or otherwise disposed of, (B) the Borrower or such Subsidiary complies with Sections 6.10 and 6.13 with respect to any assets acquired and (C) any Asset Swap of any Broadcast Station shall only be in exchange for another television and/or radio broadcast station(s) and like assets, and assets related to the operation of such acquired real propertystations, cash and Indebtedness, or Investments in respect of Indebtedness, evidenced by notes; (vii) Dispositions in connection with operations or divisions discontinued or to be discontinued; (viii) Investments made in accordance with Section 7.5; and (ix) immediately sales or other dispositions of assets that do not constitute a Disposition. (f) The Credit Parties shall be permitted to effect any Relocation, provided that the following conditions have been satisfied: (i) Such Voluntary Relocation shall not, as determined on the date of the consummation of such Voluntary Relocation, have a material adverse effect on the business, assets, operations or financial condition of the Credit Parties, taken as a whole; (ii) The Credit Parties shall give 30 days’ prior written notice to the Administrative Agent of the proposed Relocation, which notice shall include a description of all material aspects of the Relocation including the consideration to be received by any Credit Party in connection therewith; (iii) Simultaneously with informing the Shop At Home Sellers under the Shop At Home Acquisition Documents of any Relocation Profit, the Credit Parties shall so inform the Administrative Agent and thereafter keep the Administrative Agent apprised of the negotiation thereof, and shall forward to the Administrative Agent copies of all material correspondence, including, without limitation, any “Buyer’s Relocation Profit Notice” or “Challenge Notice” (as such terms are defined in the Shop At Home Acquisition Documents) and all correspondence pertaining to any implementation of the Valuation Mechanism (as defined in the Shop At Home Acquisition Documents); (iv) to the extent any representation or warranty herein makes reference to one or more of the Schedules to this Agreement, the Credit Parties shall make revisions to such Permitted Acquisition no Default shall have occurred Schedules, in each case as of the date of the consummation of any Relocation and be continuing and after giving effect notwithstanding that such representation or warranty may expressly state that it is made as of an earlier date, reasonably acceptable to the Administrative Agent, solely to take into account the consummation of such Permitted Acquisition, no Default shall have occurred and be continuing and no Material Adverse Effect shall resultRelocation; and (xv) such acquisition In connection with any Involuntary Relocation the Credit Parties shall be consensual use their best efforts to receive only cash consideration therefor. (g) Upon 30 days’ prior written notice to the Administrative Agent and shall have been approved by with the board of directors or comparable governing body prior written consent of the business so acquiredAdministrative Agent (such consent not to be unreasonably withheld), the Borrower may merge with an Affiliate incorporated solely for the purpose of reincorporating the Borrower in another jurisdiction to realize tax or other benefits. The Administrative Agent shall give prompt notice thereof to the Lenders; and (h) Upon 10 days’ prior written notice to the Administrative Agent, Media Holdings, the Borrower or any of its Subsidiaries may convert from a corporation to a limited liability company for the sole purpose of realizing tax or other benefits, provided that prior to such conversion, the Borrower shall provide such documents, agreements, certificates and opinions as the Administrative Agent may reasonably request to cause such successor entity to (and to evidence that such successor entity shall) continue to be subject to the Loan Documents to the same extent as the predecessor entity.

Fundamental Changes; Asset Sales. (ai) No Credit Party The Loan Parties will not, and will not permit any of their Subsidiaries to, enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), except that any Loan Party may, so long as no Default or Event of Default shall have occurred or be continuing or result therefrom, be merged or combined with or into any other Loan Party, PROVIDED that if such merger involves the Borrower or a Guarantor, (x) the Borrower or such Guarantor shall be the surviving entity and (y) no Change of Control shall result therefrom. No Credit Party The Loan Parties will not form any Subsidiary without the prior written consent of the Agent. The Loan Parties will not acquire any business or property from, or capital stock Capital Stock of, or other equity interests in, or be a party to any acquisition of, any Person except for purchases of property to be used in the ordinary course of business, Investments permitted under Section 8.5 7.02(e) and Capital Expenditures. No Credit Party will form or acquire any Subsidiary, other than a Special Purpose Subsidiary, without the express prior written consent of the Agent. (bii) No Credit Party The Loan Parties will not, and will not permit any of their Subsidiaries to, convey, sell, lease, transfer or otherwise dispose (including any Disposition) of, in one transaction or a series of transactions, any part of its their business or property, whether now owned or hereafter acquired (including, without limitation, receivables and leasehold interests), but excluding except: (xA) obsolete property (including leasehold interests), tools or equipment no longer used or useful in their business, or worn out or in need of replacement and that are replaced with assets of reasonably equivalent value or utility or which are otherwise productive or useful in the sale, transfer, assignment conduct of such Loan Party's business; (B) any Inventory or other disposition property sold or disposed of in the ordinary course of business and on ordinary business terms; (C) sales of property from a Loan Party to another Loan Party permitted pursuant to Section 7.02(g); (D) sales by the Borrower or any of its Subsidiaries of the equity interests of a Special Purpose Subsidiary (other than the Hawaii Joint Venture), (yassets listed on Schedule 7.02(d)(ii) other asset hereto in an aggregate amount for all such sales resulting in aggregate Net Cash Proceeds not to exceed $1,000,000 after 5,000,000, so long as (1) no Default or Event of Default has occurred and is continuing or would result from the Effective Timesale of any such asset, (2) each such sale is on arm's-length terms for fair and reasonable consideration, (3) not less than 85% of the proceeds from any such sale is in the form of cash, (4) the Net Cash Proceeds received from each such sale are not less than, with respect to each such asset, the amount corresponding to such asset set forth on Schedule 7.02(d)(ii) and (z5) the saleNet Cash Proceeds of each such sale are applied in accordance with Section 2.05(c)(ii); and (E) sales by the Borrower or any of its Subsidiaries of any other assets so long as (1) no Default or Event of Default has occurred and is continuing or would result from the sale of such asset, transfer(2) such sale is on arm's-length terms for fair and reasonable consideration, assignment or other disposition (3) not less than 85% of a receivable the proceeds from such sale is in connection with an Energy Conservation Project Financingthe form of cash, provided that (i4) the Credit Parties may sublease real property to the extent such sublease would not interfere Net Cash Proceeds are applied in accordance with the operation of the business of the Credit Parties, (ii) any Core Domestic Ameresco Company may convey, sell, lease, transfer or dispose of its assets or property to any other Core Domestic Ameresco CompanySection 2.05(c)(ii), and (5) the aggregate fair market value of all such assets sold during any calendar year does not exceed $500,000. (iii) any Credit Party or Canadian Subsidiary may convey, sell, transfer or otherwise dispose of a portion of Notwithstanding anything to the outstanding capital stock of any other Canadian Subsidiarycontrary contained in this Section 7.02(d), so long as no Change Default or Event of Control shall result therefrom. (c) Notwithstanding the foregoing provisions of this Section 8.4: (i) (i) any Credit Party may be merged or combined with or into any other Credit Party (provided that if such merger involves the Borrower, (x) the Borrower shall be the surviving entity and (y) no Change of Control shall occur); and (ii) any Credit Party may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to any other Credit Party. (d) in addition to the formation and acquisition of Special Purpose Subsidiaries permitted pursuant to subsection (a) of this Section 8.4 and subject to Sections 8.1, 8.2, 8.5 and the third sentence of Section 8.4(a), the Credit Parties may acquire all or substantially all of the business and assets of any corporation, partnership, limited liability company, or other entity located in and organized under the laws of the United States or any state thereof (“Permitted Acquisitions”), subject to satisfaction of the following conditions: (i) with respect to such Permitted Acquisitions, the aggregate purchase price (including, without limitation, any earn-out, non-compete, deferred compensation arrangement or other amounts deferred, financed or withheld in respect of the purchase price for, the amount of any Indebtedness assumed in connection with, and all fees and expenses incurred in connection with, such Permitted Acquisition) shall not exceed (x) $5,000,000 for any single Permitted Acquisition (or series of related Permitted Acquisitions) and (y) $10,000,000 in the aggregate for all Permitted Acquisitions consummated during any fiscal year; (ii) the business or assets so acquired shall be located in the United States and in the same or a substantially similar line of business as that of the Credit Parties; (iii) both immediately prior to and after giving effect to such Permitted Acquisition on a pro-forma basis incorporating such pro-forma assumptions as are satisfactory to the Agent in its reasonable discretion, the Credit Parties shall be in compliance with all financial covenants set forth in Section 8.10 hereof and the Borrower shall deliver to the Agent a Compliance Certificate demonstrating such compliance; (iv) the assets so acquired shall be transferred free and clear of any Liens (other than Liens permitted by Section 8.2) and no debt or liabilities shall be incurred, guaranteed, assumed or combined except to the extent otherwise permitted by Section 8.1; (v) the Agent shall have received Lien searches reasonably satisfactory to the Lender with respect to the assets being acquired; (vi) the Agent shall have received perfected Liens (subject only to Liens permitted by Section 8.2) on substantially all of the assets being acquired in such Permitted Acquisition, provided that such Liens shall not be required on any Property if (A) such Liens are prohibited pursuant to any agreement binding on the Person owning such Property and (B) the failure to obtain such Liens is not reasonably likely to have a Material Adverse Effect on the rights of and remedies available to the Lender; (vii) to the extent requested by the Agent, the Agent shall have received an opinion of counsel in each applicable jurisdiction reasonably satisfactory to it to the effect that the Liens granted pursuant to this Agreement are perfected security interests in such assets and as to such other matters as the Agent may reasonably require; (viii) in connection with such Permitted Acquisition, the Credit Parties shall deliver to the Agent (A) a copy of the purchase agreement pursuant to which such Permitted Acquisition will be consummated; (B) a copy of each existing material agreement relating to the assets to be acquired in such Permitted Acquisition and which is to be in effect after the consummation of such Permitted Acquisition; (C) a Compliance Certificate calculating compliance (as of the last day of the then most recently ended fiscal quarter) with the covenants set forth in Section 8.10 on a pro forma basis, assuming such acquisition had occurred prior to the first day of the earliest fiscal quarter included in the applicable test period for calculating such compliance; (D) the Credit Parties shall use best efforts to provide such other information or reports as the Lender may reasonably request with respect to such Permitted Acquisition; (E) to the extent available to the Credit Parties, historical financial statements (for the prior three fiscal years provided that if such statements are not available for the prior three fiscal years, historical financial statements for not less than the prior four fiscal quarters) of the entity whose assets are being acquired; and (F) if the Borrower is acquiring any interest in real property, and if required by the Agent, reports and other information in form, scope and substance reasonably satisfactory to the Agent and prepared by environmental consultants reasonably satisfactory to the Agent, concerning any environmental hazards or liabilities to which any Credit Party is likely to be subject with respect to such acquired real property; (ix) immediately prior to such Permitted Acquisition no Default shall have occurred and or be continuing and after giving effect to such Permitted Acquisitionor would result therefrom, no Default shall have occurred and be continuing and no Material Adverse Effect shall result; and (x) such acquisition the Loan Parties shall be consensual and shall have been approved by permitted to consummate the board of directors or comparable governing body of the business so acquiredtransactions described on Schedule 7.02(d)(iii).

Fundamental Changes; Asset Sales. (a) No Credit Party will enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). No Credit Party will effect any Disposition or Relocation or acquire any business or property from, or capital stock of, or other equity interests in, or be a party to any acquisition (including any Acquisition) of, any Person except for purchases by any Credit Party of property to be used in the ordinary course of business, Investments permitted under Section 8.5 hereunder, Capital Expenditures permitted hereunder, and Capital ExpendituresAcquisitions permitted hereunder. No Credit Party will form or acquire any Subsidiary, other than a Special Purpose Subsidiary, without the express prior written consent of the Agent. (b) No Credit Party will convey, sell, lease, transfer or otherwise dispose (including any Disposition) of, in one transaction or a series of transactions, any part of its business or property, whether now owned or hereafter acquired (including, without limitation, including receivables and leasehold interests, but excluding (x) the sale, transfer, assignment or other disposition of the equity interests of a Special Purpose Subsidiary (other than the Hawaii Joint Venture), (y) other asset sales resulting in aggregate Net Cash Proceeds not to exceed $1,000,000 after the Effective Time) and (z) the sale, transfer, assignment or other disposition of a receivable in connection with an Energy Conservation Project Financing, ; provided that a Credit Party may (i1) the Credit Parties may lease or sublease real property to the extent such lease or sublease would not materially interfere with the operation of the business businesses of the Credit PartiesParties and (2) enter into any sale, lease, transfer or other disposition described clauses (iia) through (j) of the definition of Disposition. The Lenders and the Administrative Agent (as the case may be) at the Borrower’s expense hereby agree to complete, execute and deliver to the Borrower, upon reasonable prior written notice to the Administrative Agent and upon provision by the Borrower of a draft of such instrument, any Core Domestic Ameresco Company may release or termination of security interest required to permit the applicable Credit Party conveying, selling, leasing, transferring or otherwise disposing of any part of its property pursuant to and in accordance with this Agreement to convey, sell, lease, transfer or dispose of its assets or property to any other Core Domestic Ameresco Company, and (iii) any Credit Party or Canadian Subsidiary may convey, sell, transfer or otherwise dispose of a portion of the outstanding capital stock such property free and clear of any other Canadian Subsidiary, so long as no Change of Control shall result therefrom. (c) Lien under the Collateral Agreements. Notwithstanding the foregoing provisions of this Section 8.47.4: (i) (ia) any Credit Party (other than the Borrower or any License Subsidiary) may be merged or consolidated with or into the Borrower or any other Credit Party, and any Subsidiary that is not a Credit Party may be merged or combined with or into any other Credit Party (with the Credit Party as the surviving entity); provided that if any such merger involves the Borrower, (x) transaction shall be between a Subsidiary and the Borrower or a Wholly Owned Subsidiary, the Borrower or such Wholly Owned Subsidiary, as applicable, shall be the continuing or surviving entity and (y) no Change of Control shall occur); andentity; (iib) any Credit Party (other than the Borrower or any License Subsidiary) may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to any other Credit Party.; (c) the capital stock of, or other equity interests in, any Credit Party may be sold, transferred or otherwise disposed of to the Borrower or any other Credit Party; (d) in addition any Credit Party may enter into Acquisitions to the formation and acquisition of Special Purpose Subsidiaries permitted pursuant to subsection (a) of this Section 8.4 and subject to Sections 8.1, 8.2, 8.5 and the third sentence of Section 8.4(a), the Credit Parties may acquire all or substantially all of the assets or any division, business and assets of any corporation, partnership, limited liability companyor broadcast station or capital stock of, or other entity located equity interests in and organized under the laws (including acquisitions by purchase of the United States assets, purchase of stock, merger or otherwise or by an Asset Swap), any state thereof Person (collectively, “Permitted Acquisitions”), subject to satisfaction of the following conditions: (i) with respect immediately prior to such Permitted AcquisitionsAcquisition and after giving effect thereto, the aggregate purchase price (including, without limitation, any earn-out, non-compete, deferred compensation arrangement no Default or other amounts deferred, financed or withheld in respect Event of the purchase price for, the amount of any Indebtedness assumed in connection with, Default shall have occurred and all fees and expenses incurred in connection with, such Permitted Acquisition) shall not exceed (x) $5,000,000 for any single Permitted Acquisition (or series of related Permitted Acquisitions) and (y) $10,000,000 in the aggregate for all Permitted Acquisitions consummated during any fiscal yearbe continuing; (ii) to the business or assets extent that the Permitted Acquisition is structured as an Acquisition of capital stock, such capital stock shall be held by a Credit Party and the Subsidiary so acquired shall be located in comply with the United States and in the same or a substantially similar line provisions of business as that of the Credit PartiesSection 6.10; (iii) both immediately prior to and following the proposed Acquisition after giving effect to such Permitted Acquisition on a pro-pro forma basis incorporating such pro-pro forma assumptions as are satisfactory to the Administrative Agent in its reasonable discretion, the Credit Parties shall be in compliance with all financial covenants the Revolving Facility Leverage Ratio set forth in Section 8.10 hereof 7.10 and the Borrower Administrative Agent shall deliver to the Agent have received a pro forma Compliance Certificate demonstrating to such complianceeffect; (iv) the assets so acquired aggregate consideration paid or exchanged by the Borrower and its Subsidiaries in connection with any such individual Acquisition shall be transferred free and clear of any Liens not exceed (other than Liens permitted by Section 8.2A) and no debt or liabilities shall be incurred, guaranteed, assumed or combined except prior to the extent otherwise permitted by Section 8.1Qualifying IPO Closing Date, $50,000,000 or (B) thereafter, $125,000,000, in each case, without the consent of Required Lenders, such consent not to be unreasonably withheld; (v) the Agent business so acquired shall have received Lien searches reasonably satisfactory be located in (A) prior to the Lender Qualifying IPO Closing Date, the United States or (B) thereafter, the United States or any state or territory thereof or Mexico; provided that the aggregate consideration paid or exchanged by the Borrower and its Subsidiaries after the date hereof in connection with respect to the assets being acquiredall acquisitions of businesses located in Mexico shall not exceed $50,000,000; (vi) the Credit Parties have delivered such financial information with respect to the business to be acquired as the Administrative Agent shall have received perfected Liens (subject only to Liens permitted by Section 8.2) on substantially all of the assets being acquired in such Permitted Acquisition, provided that such Liens shall not be required on any Property if (A) such Liens are prohibited pursuant to any agreement binding on the Person owning such Property and (B) the failure to obtain such Liens is not reasonably likely to have a Material Adverse Effect on the rights of and remedies available to the Lender;requested; and (vii) any individual Permitted Acquisition of properties or assets located in the United States for aggregate consideration of $25,000,000 or greater shall be also conditioned on delivery to the extent Administrative Agent or the Collateral Trustee of (1) all material documents reasonably requested by the AgentAdministrative Agent or the Collateral Trustee to insure that the Secured Parties have a First Priority Lien in, and assignment of, all personal property assets and interests acquired, including consents of third parties if reasonably requested and (2) if such Permitted Acquisition is of a television or radio property and the Agent shall have received aggregate consideration therefor is $40,000,000 or greater, an opinion of FCC counsel in each applicable jurisdiction reasonably satisfactory to it to the effect that the Liens granted pursuant to this Agreement are perfected security interests Borrower in such assets and as to such other matters as the Agent may reasonably require; (viii) in connection with such Permitted Acquisition, the Credit Parties shall deliver to the Agent (A) a copy of the purchase agreement pursuant to which such Permitted Acquisition will be consummated; (B) a copy of each existing material agreement relating to the assets to be acquired in such Permitted Acquisition and which is to be in effect after the consummation of such Permitted Acquisition; (C) a Compliance Certificate calculating compliance (as of the last day of the then most recently ended fiscal quarter) with the covenants set forth in Section 8.10 on a pro forma basis, assuming such acquisition had occurred prior to the first day of the earliest fiscal quarter included in the applicable test period for calculating such compliance; (D) the Credit Parties shall use best efforts to provide such other information or reports as the Lender may reasonably request with respect to such Permitted Acquisition; (E) to the extent available to the Credit Parties, historical financial statements (for the prior three fiscal years provided that if such statements are not available for the prior three fiscal years, historical financial statements for not less than the prior four fiscal quarters) of the entity whose assets are being acquired; and (F) if the Borrower is acquiring any interest in real property, and if required by the Agent, reports and other information in form, scope form and substance reasonably satisfactory to the Agent Administrative Agent. (e) The Credit Parties shall be permitted to sell, lease or assign: (i) obsolete or worn-out property (including leasehold interests), tools or equipment no longer used or useful in its business, (ii) any inventory or other property sold or disposed of in the ordinary course of business and prepared on ordinary business terms, (iii) interests in real property by environmental consultants reasonably satisfactory lease entered into in the ordinary course of business, (iv) the surrender of waiver of contractual rights or the settlement, release or surrender of contracts or tort claims in the ordinary course of business, (v) Dispositions; provided (1) the consideration received for such assets shall be in an amount at least equal to the AgentFair Market Value thereof (determined in good faith by the senior management of the Borrower), concerning any environmental hazards and (2) no less than 75% thereof shall be paid in cash or liabilities to which any Cash Equivalents (it being understood that cash received by a Credit Party as consideration for such Disposition within 180 days of the date of such Disposition shall be deemed to have been paid in cash or Cash Equivalents); provided further that the aggregate amount of Dispositions in any fiscal year pursuant to this clause (v) shall not exceed $30,000,000; (vi) Asset Swaps, so long as (A) such Asset Swap is likely made on an arm’s-length basis and the Borrower or such Credit Party, as the case may be, receives consideration at the time of the Asset Swap at least equal to be subject the Fair Market Value of the assets or capital stock issued or sold or otherwise disposed of, (B) the Borrower or such Subsidiary complies with Sections 6.10 and 6.13 with respect to any assets acquired and (C) any Asset Swap of any Broadcast Station shall only be in exchange for another television and/or radio broadcast station(s) and like assets, and assets related to the operation of such acquired real propertystations, cash and Indebtedness, or Investments in respect of Indebtedness, evidenced by notes; (vii) Dispositions in connection with operations or divisions discontinued or to be discontinued; (viii) Investments made in accordance with Section 7.5; and (ix) immediately sales or other dispositions of assets that do not constitute a Disposition. (f) The Credit Parties shall be permitted to effect any Relocation, provided that the following conditions have been satisfied: (i) Such Voluntary Relocation shall not, as determined on the date of the consummation of such Voluntary Relocation, have a material adverse effect on the business, assets, operations or financial condition of the Credit Parties, taken as a whole; (ii) The Credit Parties shall give 30 days’ prior written notice to the Administrative Agent of the proposed Relocation, which notice shall include a description of all material aspects of the Relocation including the consideration to be received by any Credit Party in connection therewith; (iii) To the extent any representation or warranty herein makes reference to one or more of the Schedules to this Agreement, the Credit Parties shall make revisions to such Permitted Acquisition no Default shall have occurred Schedules, in each case as of the date of the consummation of any Relocation and be continuing and after giving effect notwithstanding that such representation or warranty may expressly state that it is made as of an earlier date, reasonably acceptable to the Administrative Agent, solely to take into account the consummation of such Permitted Acquisition, no Default shall have occurred and be continuing and no Material Adverse Effect shall resultRelocation; and (xiv) such acquisition In connection with any Involuntary Relocation the Credit Parties shall be consensual use their best efforts to receive only cash consideration therefor. (g) Upon 30 days’ prior written notice to the Administrative Agent and shall have been approved by with the board of directors or comparable governing body prior written consent of the business so acquiredAdministrative Agent (such consent not to be unreasonably withheld), the Borrower may merge with an Affiliate incorporated solely for the purpose of reincorporating the Borrower in another jurisdiction to realize tax or other benefits. The Administrative Agent shall give prompt notice thereof to the Lenders; and (h) Upon 10 days’ prior written notice to the Administrative Agent, Media Holdings, the Borrower or any of its Subsidiaries may convert from a corporation to a limited liability company for the sole purpose of realizing tax or other benefits, provided that prior to such conversion, the Borrower shall provide such documents, agreements, certificates and opinions as the Administrative Agent may reasonably request to cause such successor entity to (and to evidence that such successor entity shall) continue to be subject to the Loan Documents to the same extent as the predecessor entity.

Fundamental Changes; Asset Sales. (ai) No Credit Party The Loan Parties will not enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), except that, so long as no Default or Event of Default shall have occurred or be continuing before and after giving effect to such transaction or result therefrom, (A) any Borrower may be merged or combined with or into any other Borrower, (B) any Guarantor may be merged or combined with or into any other Loan Party and (C) any Subsidiary of a Loan Party may be merged or combined with or into any Loan Party or any other Subsidiary of such Loan Party, so long as a Loan Party is the survivor of such merger to which it is a party and each party to any such merger has a tangible net worth (determined in accordance with GAAP) that is at least $1.00. No Credit Party The Loan Parties will not form any Subsidiary without sixty (60) days prior notice to the Agent and compliance with Section 7.01(o). The Loan Parties will not acquire any business or property Property from, or capital stock Capital Stock of, or other equity interests in, or be a party to any acquisition of, any Person except for purchases of property Property to be used in the ordinary course of business (which do not constitute, and are not in connection with, the purchase of a business, division, or business unit), Investments permitted under Section 8.5 7.02(e) and Capital Expenditures. No Credit Party will form or acquire any Subsidiary, other than a Special Purpose Subsidiary, without the express prior written consent of the AgentExpenditures permitted under Section 7.02(l). (bii) No Credit Party The Loan Parties will not convey, sell, lease, transfer or otherwise dispose (including any Disposition) of, in one transaction or a series of transactions, any part of its their business or propertyProperty, whether now owned or hereafter acquired (including, without limitation, receivables and leasehold interests; provided, but excluding however, that the Loan Parties may sell, transfer or otherwise dispose (A) obsolete or worn-out Property (including leasehold interests therein), tools or equipment no longer used or useful in their business, (B) the assets and Capital Stock of Xxxxxx Systems Holding Corp. and/or any Subsidiary thereof and (C) any Inventory and Demo Equipment (as such term is defined in the Intercreditor Agreement) in the ordinary course of business and on ordinary business terms, provided that the Net Cash Proceeds of such Dispositions (x) in the salecase of clause (A) above, transfer, assignment or other disposition of do not exceed $100,000 in the equity interests of a Special Purpose Subsidiary (other than the Hawaii Joint Venture), aggregate in any twelve-month period and (y) other asset sales resulting in aggregate all cases, are paid to the Agent for the benefit of the Lenders pursuant to the terms of Section 2.05(b)(ii), except that, in the case of clause (B) above, such Net Cash Proceeds not shall be paid to exceed $1,000,000 the Agent only if such Net Cash Proceeds are received by a Loan Party more than thirty (30) days after the Effective Time) and (z) Date; provided, further, however, that the sale, transfer, assignment or other disposition of a receivable in connection with an Energy Conservation Project Financing, provided that (i) the Credit Loan Parties may sublease real property to the extent such sublease would not interfere with the operation of the business of the Credit Loan Parties, (ii) any Core Domestic Ameresco Company may convey, sell, lease, transfer or dispose of its assets or property to any other Core Domestic Ameresco Company, and (iii) any Credit Party or Canadian Subsidiary may convey, sell, transfer or otherwise dispose of a portion of the outstanding capital stock of any other Canadian Subsidiary, so long as no Change of Control shall result therefrom. (c) Notwithstanding the foregoing provisions of this Section 8.4: (i) (i) any Credit Party may be merged or combined with or into any other Credit Party (provided that if such merger involves the Borrower, (x) the Borrower shall be the surviving entity and (y) no Change of Control shall occur); and (ii) any Credit Party may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to any other Credit Party. (d) in addition to the formation and acquisition of Special Purpose Subsidiaries permitted pursuant to subsection (a) of this Section 8.4 and subject to Sections 8.1, 8.2, 8.5 and the third sentence of Section 8.4(a), the Credit Parties may acquire all or substantially all of the business and assets of any corporation, partnership, limited liability company, or other entity located in and organized under the laws of the United States or any state thereof (“Permitted Acquisitions”), subject to satisfaction of the following conditions: (i) with respect to such Permitted Acquisitions, the aggregate purchase price (including, without limitation, any earn-out, non-compete, deferred compensation arrangement or other amounts deferred, financed or withheld in respect of the purchase price for, the amount of any Indebtedness assumed in connection with, and all fees and expenses incurred in connection with, such Permitted Acquisition) shall not exceed (x) $5,000,000 for any single Permitted Acquisition (or series of related Permitted Acquisitions) and (y) $10,000,000 in the aggregate for all Permitted Acquisitions consummated during any fiscal year; (ii) the business or assets so acquired shall be located in the United States and in the same or a substantially similar line of business as that of the Credit Parties; (iii) both immediately prior to and after giving effect to such Permitted Acquisition on a pro-forma basis incorporating such pro-forma assumptions as are satisfactory to the Agent in its reasonable discretion, the Credit Parties shall be in compliance with all financial covenants set forth in Section 8.10 hereof and the Borrower shall deliver to the Agent a Compliance Certificate demonstrating such compliance; (iv) the assets so acquired shall be transferred free and clear of any Liens (other than Liens permitted by Section 8.2) and no debt or liabilities shall be incurred, guaranteed, assumed or combined except to the extent otherwise permitted by Section 8.1; (v) the Agent shall have received Lien searches reasonably satisfactory to the Lender with respect to the assets being acquired; (vi) the Agent shall have received perfected Liens (subject only to Liens permitted by Section 8.2) on substantially all of the assets being acquired in such Permitted Acquisition, provided that such Liens shall not be required on any Property if (A) such Liens are prohibited pursuant to any agreement binding on the Person owning such Property and (B) the failure to obtain such Liens is not reasonably likely to have a Material Adverse Effect on the rights of and remedies available to the Lender; (vii) to the extent requested by the Agent, the Agent shall have received an opinion of counsel in each applicable jurisdiction reasonably satisfactory to it to the effect that the Liens granted pursuant to this Agreement are perfected security interests in such assets and as to such other matters as the Agent may reasonably require; (viii) in connection with such Permitted Acquisition, the Credit Parties shall deliver to the Agent (A) a copy of the purchase agreement pursuant to which such Permitted Acquisition will be consummated; (B) a copy of each existing material agreement relating to the assets to be acquired in such Permitted Acquisition and which is to be in effect after the consummation of such Permitted Acquisition; (C) a Compliance Certificate calculating compliance (as of the last day of the then most recently ended fiscal quarter) with the covenants set forth in Section 8.10 on a pro forma basis, assuming such acquisition had occurred prior to the first day of the earliest fiscal quarter included in the applicable test period for calculating such compliance; (D) the Credit Parties shall use best efforts to provide such other information or reports as the Lender may reasonably request with respect to such Permitted Acquisition; (E) to the extent available to the Credit Parties, historical financial statements (for the prior three fiscal years provided that if such statements are not available for the prior three fiscal years, historical financial statements for not less than the prior four fiscal quarters) of the entity whose assets are being acquired; and (F) if the Borrower is acquiring any interest in real property, and if required by the Agent, reports and other information in form, scope and substance reasonably satisfactory to the Agent and prepared by environmental consultants reasonably satisfactory to the Agent, concerning any environmental hazards or liabilities to which any Credit Party is likely to be subject with respect to such acquired real property; (ix) immediately prior to such Permitted Acquisition no Default shall have occurred and be continuing and after giving effect to such Permitted Acquisition, no Default shall have occurred and be continuing and no Material Adverse Effect shall result; and (x) such acquisition shall be consensual and shall have been approved by the board of directors or comparable governing body of the business so acquired.

Fundamental Changes; Asset Sales. (a) No Credit Party will enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). No Credit Party will effect any Disposition or Relocation or acquire any business or property from, or capital stock of, or other equity interests in, or be a party to any acquisition (including any Acquisition) of, any Person except for purchases by any Credit Party of property to be used in the ordinary course of business, Investments permitted under Section 8.5 hereunder, Capital Expenditures permitted hereunder, and Capital ExpendituresAcquisitions permitted hereunder. No Credit Party will form or acquire any Subsidiary, other than a Special Purpose Subsidiary, without the express prior written consent of the Agent. (b) No Credit Party will convey, sell, lease, transfer or otherwise dispose (including any Disposition) of, in one transaction or a series of transactions, any part of its business or property, whether now owned or hereafter acquired (including, without limitation, including receivables and leasehold interests, but excluding (x) the sale, transfer, assignment or other disposition of the equity interests of a Special Purpose Subsidiary (other than the Hawaii Joint Venture), (y) other asset sales resulting in aggregate Net Cash Proceeds not to exceed $1,000,000 after the Effective Time) and (z) the sale, transfer, assignment or other disposition of a receivable in connection with an Energy Conservation Project Financing, ; provided that a Credit Party may (i1) the Credit Parties may lease or sublease real property to the extent such lease or sublease would not materially interfere with the operation of the business businesses of the Credit PartiesParties and (2) enter into any sale, lease, transfer or other disposition described clauses (iia) through (j) of the definition of Disposition. The Lenders and the Administrative Agent (as the case may be) at the Borrower’s expense hereby agree to complete, execute and deliver to the Borrower, upon reasonable prior written notice to the Administrative Agent and upon provision by the Borrower of a draft of such instrument, any Core Domestic Ameresco Company may release or termination of security interest required to permit the applicable Credit Party conveying, selling, leasing, transferring or otherwise disposing of any part of its property pursuant to and in accordance with this Agreement to convey, sell, lease, transfer or dispose of its assets or property to any other Core Domestic Ameresco Company, and (iii) any Credit Party or Canadian Subsidiary may convey, sell, transfer or otherwise dispose of a portion of the outstanding capital stock such property free and clear of any other Canadian Subsidiary, so long as no Change of Control shall result therefrom. (c) Lien under the Collateral Agreements. Notwithstanding the foregoing provisions of this Section 8.47.4: (i) (ia) any Credit Party (other than the Borrower or any License Subsidiary) may be merged or consolidated with or into the Borrower or any other Credit Party, and any Subsidiary that is not a Credit Party may be merged or combined with or into any other Credit Party (with the Credit Party as the surviving entity); provided that if any such merger involves the Borrower, (x) transaction shall be between a Subsidiary and the Borrower or a Wholly Owned Subsidiary, the Borrower or such Wholly Owned Subsidiary, as applicable, shall be the continuing or surviving entity and (y) no Change of Control shall occur); andentity; (iib) any Credit Party (other than the Borrower or any License Subsidiary) may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to any other Credit Party.; (c) the capital stock of, or other equity interests in, any Credit Party may be sold, transferred or otherwise disposed of to the Borrower or any other Credit Party; (d) in addition any Credit Party may enter into Acquisitions to the formation and acquisition of Special Purpose Subsidiaries permitted pursuant to subsection (a) of this Section 8.4 and subject to Sections 8.1, 8.2, 8.5 and the third sentence of Section 8.4(a), the Credit Parties may acquire all or substantially all of the assets or any division, business and assets of any corporation, partnership, limited liability companyor broadcast station or capital stock of, or other entity located equity interests in and organized under the laws (including acquisitions by purchase of the United States assets, purchase of stock, merger or otherwise or by an Asset Swap), any state thereof Person (collectively, “Permitted Acquisitions”), subject to satisfaction of the following conditions: (i) with respect immediately prior to such Permitted AcquisitionsAcquisition and after giving effect thereto, the aggregate purchase price (including, without limitation, any earn-out, non-compete, deferred compensation arrangement no Default or other amounts deferred, financed or withheld in respect Event of the purchase price for, the amount of any Indebtedness assumed in connection with, Default shall have occurred and all fees and expenses incurred in connection with, such Permitted Acquisition) shall not exceed (x) $5,000,000 for any single Permitted Acquisition (or series of related Permitted Acquisitions) and (y) $10,000,000 in the aggregate for all Permitted Acquisitions consummated during any fiscal yearbe continuing; (ii) to the business or assets extent that the Permitted Acquisition is structured as an Acquisition of capital stock, such capital stock shall be held by a Credit Party and the Subsidiary so acquired shall be located in comply with the United States and in the same or a substantially similar line provisions of business as that of the Credit PartiesSection 6.10; (iii) both immediately prior to and following the proposed Acquisition after giving effect to such Permitted Acquisition on a pro-pro forma basis incorporating such pro-pro forma assumptions as are satisfactory to the Administrative Agent in its reasonable discretion, the Credit Parties shall be in compliance with all financial covenants the Revolving Facility Leverage Ratio set forth in Section 8.10 hereof 7.10 and, in the case of Acquisitions in connection with which the aggregate consideration paid or exchanged by the Borrower and its Subsidiaries exceeds $10,000,000 during the term of this Agreement from and after the Amendment Effective Date, shall have a Total Leverage Ratio of not greater than 5.0:1, and the Borrower Administrative Agent shall deliver to the Agent have received a pro forma Compliance Certificate demonstrating to such complianceeffect; (iv) the assets so acquired aggregate consideration paid or exchanged by the Borrower and its Subsidiaries in connection with any such individual Acquisition shall be transferred free and clear of any Liens not exceed (other than Liens permitted by Section 8.2A) and no debt or liabilities shall be incurred, guaranteed, assumed or combined except prior to the extent otherwise permitted by Section 8.1Qualifying IPO Closing Date, $50,000,000 or (B) thereafter, $125,000,000, in each case, without the consent of Required Lenders, such consent not to be unreasonably withheld; (v) the Agent business so acquired shall have received Lien searches reasonably satisfactory be located in (A) prior to the Lender Qualifying IPO Closing Date, the United States or (B) thereafter, the United States or any state or territory thereof or Mexico; provided that the aggregate consideration paid or exchanged by the Borrower and its Subsidiaries after the date hereof in connection with respect to the assets being acquiredall acquisitions of businesses located in Mexico shall not exceed $50,000,000; (vi) the Credit Parties have delivered such financial information with respect to the business to be acquired as the Administrative Agent shall have received perfected Liens (subject only to Liens permitted by Section 8.2) on substantially all of the assets being acquired in such Permitted Acquisition, provided that such Liens shall not be required on any Property if (A) such Liens are prohibited pursuant to any agreement binding on the Person owning such Property and (B) the failure to obtain such Liens is not reasonably likely to have a Material Adverse Effect on the rights of and remedies available to the Lender;requested; and (vii) any individual Permitted Acquisition of properties or assets located in the United States for aggregate consideration of $25,000,000 or greater shall be also conditioned on delivery to the extent Administrative Agent or the Collateral Trustee of (1) all material documents reasonably requested by the AgentAdministrative Agent or the Collateral Trustee to insure that the Secured Parties have a First Priority Lien in, and assignment of, all personal property assets and interests acquired, including consents of third parties if reasonably requested and (2) if such Permitted Acquisition is of a television or radio property and the Agent shall have received aggregate consideration therefor is $40,000,000 or greater, an opinion of FCC counsel in each applicable jurisdiction reasonably satisfactory to it to the effect that the Liens granted pursuant to this Agreement are perfected security interests Borrower in such assets and as to such other matters as the Agent may reasonably require; (viii) in connection with such Permitted Acquisition, the Credit Parties shall deliver to the Agent (A) a copy of the purchase agreement pursuant to which such Permitted Acquisition will be consummated; (B) a copy of each existing material agreement relating to the assets to be acquired in such Permitted Acquisition and which is to be in effect after the consummation of such Permitted Acquisition; (C) a Compliance Certificate calculating compliance (as of the last day of the then most recently ended fiscal quarter) with the covenants set forth in Section 8.10 on a pro forma basis, assuming such acquisition had occurred prior to the first day of the earliest fiscal quarter included in the applicable test period for calculating such compliance; (D) the Credit Parties shall use best efforts to provide such other information or reports as the Lender may reasonably request with respect to such Permitted Acquisition; (E) to the extent available to the Credit Parties, historical financial statements (for the prior three fiscal years provided that if such statements are not available for the prior three fiscal years, historical financial statements for not less than the prior four fiscal quarters) of the entity whose assets are being acquired; and (F) if the Borrower is acquiring any interest in real property, and if required by the Agent, reports and other information in form, scope form and substance reasonably satisfactory to the Agent Administrative Agent. (e) The Credit Parties shall be permitted to sell, lease or assign: (i) obsolete or worn-out property (including leasehold interests), tools or equipment no longer used or useful in its business, (ii) any inventory or other property sold or disposed of in the ordinary course of business and prepared on ordinary business terms, (iii) interests in real property by environmental consultants reasonably satisfactory lease entered into in the ordinary course of business, (iv) the surrender of waiver of contractual rights or the settlement, release or surrender of contracts or tort claims in the ordinary course of business, (v) Dispositions; provided (1) the consideration received for such assets shall be in an amount at least equal to the AgentFair Market Value thereof (determined in good faith by the senior management of the Borrower), concerning any environmental hazards and (2) no less than 75% thereof shall be paid in cash or liabilities to which any Cash Equivalents (it being understood that cash received by a Credit Party as consideration for such Disposition within 180 days of the date of such Disposition shall be deemed to have been paid in cash or Cash Equivalents); provided further that the aggregate amount of Dispositions in any fiscal year pursuant to this clause (v) shall not exceed $22,500,000; (vi) Asset Swaps, so long as (A) such Asset Swap is likely made on an arm’s-length basis and the Borrower or such Credit Party, as the case may be, receives consideration at the time of the Asset Swap at least equal to be subject the Fair Market Value of the assets or capital stock issued or sold or otherwise disposed of, (B) the Borrower or such Subsidiary complies with Sections 6.10 and 6.13 with respect to any assets acquired and (C) any Asset Swap of any Broadcast Station shall only be in exchange for another television and/or radio broadcast station(s) and like assets, and assets related to the operation of such acquired real propertystations, cash and Indebtedness, or Investments in respect of Indebtedness, evidenced by notes; (vii) Dispositions in connection with operations or divisions discontinued or to be discontinued; (viii) Investments made in accordance with Section 7.5; (ix) immediately prior to such Permitted Acquisition no Default shall have occurred and be continuing and after giving effect to such Permitted Acquisition, no Default shall have occurred and be continuing and no Material Adverse Effect shall resultthe Xxxxxx Property Sale; and (x) such acquisition sales or other dispositions of assets that do not constitute a Disposition. (f) The Credit Parties shall be consensual and shall permitted to effect any Relocation, provided that the following conditions have been approved by satisfied: (i) Such Voluntary Relocation shall not, as determined on the board of directors or comparable governing body date of the business so acquiredconsummation of such Voluntary Relocation, have a material adverse effect on the business, assets, operations or financial condition of the Credit Parties, taken as a whole; (ii) The Credit Parties shall give 30 days’ prior written notice to the Administrative Agent of the proposed Relocation, which notice shall include a description of all material aspects of the Relocation including the consideration to be received by any Credit Party in connection therewith; (iii) To the extent any representation or warranty herein makes reference to one or more of the Schedules to this Agreement, the Credit Parties shall make revisions to such Schedules, in each case as of the date of the consummation of any Relocation and notwithstanding that such representation or warranty may expressly state that it is made as of an earlier date, reasonably acceptable to the Administrative Agent, solely to take into account the consummation of such Relocation; and (iv) In connection with any Involuntary Relocation the Credit Parties shall use their best efforts to receive only cash consideration therefor. (g) Upon 30 days’ prior written notice to the Administrative Agent and with the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld), the Borrower may merge with an Affiliate incorporated solely for the purpose of reincorporating the Borrower in another jurisdiction to realize tax or other benefits. The Administrative Agent shall give prompt notice thereof to the Lenders; and (h) Upon 10 days’ prior written notice to the Administrative Agent, Media Holdings, the Borrower or any of its Subsidiaries may convert from a corporation to a limited liability company for the sole purpose of realizing tax or other benefits, provided that prior to such conversion, the Borrower shall provide such documents, agreements, certificates and opinions as the Administrative Agent may reasonably request to cause such successor entity to (and to evidence that such successor entity shall) continue to be subject to the Loan Documents to the same extent as the predecessor entity.

Fundamental Changes; Asset Sales. The Borrower will not, and -------------------------------- will not permit any of its Subsidiaries (other than the Permitted Other Subsidiaries) to, (a) No Credit Party will merge or consolidate with or into any other Person, unless (i) a Guarantor is merged into the Borrower and the Borrower is the surviving Person, and (ii) immediately after giving effect to any such proposed transaction no Default would exist; (b) sell, transfer, or otherwise dispose of all or any of the Borrower's or any of the Borrower's Subsidiary's Property except for a Permitted Hotel Sale, a Permitted Personal Property Replacement or Hotel Properties which are not Eligible Properties; (c) enter into a Material Lease (other than a Participating Lease) of all or any transaction portion of merger any Eligible Property with any Person without the consent of the Administrative Agent; (d) sell or consolidation otherwise dispose of any shares of capital stock, membership interests or amalgamationpartnership interests of any Subsidiary (except for a Permitted Other Subsidiary); (e) except for sales of ownership interests permitted under this Agreement and the issuance or limited partnership interests in the Borrower in exchange for ownership interests in a Permitted New Subsidiary, alter the corporate, capital or legal structure of the Borrower or any of its Subsidiaries (except for a Permitted Other Subsidiary); (f) incorporate or otherwise organize any Subsidiaries except a Permitted New Subsidiary; (g) liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution). No Credit Party will acquire any business or property from, or capital stock of, or other equity interests in, or be a party to any acquisition of, any Person except for purchases of property to be used in the ordinary course of business, Investments permitted under Section 8.5 and Capital Expenditures. No Credit Party will form or acquire any Subsidiary, other than a Special Purpose Subsidiary, without the express prior written consent of the Agent. (b) No Credit Party will convey, sell, lease, transfer or otherwise dispose (including any Disposition) of, in one transaction or a series of transactions, any part of its business or property, whether now owned or hereafter acquired (including, without limitation, receivables and leasehold interests, but excluding (x) the sale, transfer, assignment or other disposition of the equity interests of a Special Purpose Subsidiary (other than the Hawaii Joint Venture), (y) other asset sales resulting in aggregate Net Cash Proceeds not to exceed $1,000,000 after the Effective Time) and (z) the sale, transfer, assignment or other disposition of a receivable in connection with an Energy Conservation Project Financing, provided that (i) the Credit Parties may sublease real property to the extent such sublease would not interfere with the operation of the business of the Credit Parties, (ii) any Core Domestic Ameresco Company may convey, sell, lease, transfer or dispose of its assets or property to any other Core Domestic Ameresco Company, and (iii) any Credit Party or Canadian Subsidiary may convey, sell, transfer or otherwise dispose of a portion of the outstanding capital stock of any other Canadian Subsidiary, so long as no Change of Control nothing herein shall result therefrom. (c) Notwithstanding the foregoing provisions of this Section 8.4: (i) (i) any Credit Party may be merged or combined with or into any other Credit Party (provided that if such merger involves the Borrower, (x) prohibit the Borrower shall be the surviving entity and (y) from dissolving any Subsidiary which has no Change of Control shall occur); and (ii) any Credit Party may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to any other Credit Party. (d) in addition to the formation and acquisition of Special Purpose Subsidiaries permitted pursuant to subsection (a) of this Section 8.4 and subject to Sections 8.1, 8.2, 8.5 and the third sentence of Section 8.4(a), the Credit Parties may acquire all or substantially all of the business and assets of any corporation, partnership, limited liability company, or other entity located in and organized under the laws of the United States or any state thereof (“Permitted Acquisitions”), subject to satisfaction of the following conditions: (i) with respect to such Permitted Acquisitions, the aggregate purchase price (including, without limitation, any earn-out, non-compete, deferred compensation arrangement or other amounts deferred, financed or withheld in respect of the purchase price for, the amount of any Indebtedness assumed in connection with, and all fees and expenses incurred in connection with, such Permitted Acquisition) shall not exceed (x) $5,000,000 for any single Permitted Acquisition (or series of related Permitted Acquisitions) and (y) $10,000,000 in the aggregate for all Permitted Acquisitions consummated during any fiscal year; (ii) the business or assets so acquired shall be located in the United States and in the same or a substantially similar line of business as that of the Credit Parties; (iii) both immediately prior to and after giving effect to such Permitted Acquisition on a pro-forma basis incorporating such pro-forma assumptions as are satisfactory to the Agent in its reasonable discretion, the Credit Parties shall be in compliance with all financial covenants set forth in Section 8.10 hereof and the Borrower shall deliver to the Agent a Compliance Certificate demonstrating such compliance; (iv) the assets so acquired shall be transferred free and clear of any Liens (other than Liens permitted by Section 8.2) and no debt or liabilities shall be incurred, guaranteed, assumed or combined except to the extent otherwise permitted by Section 8.1; (v) the Agent shall have received Lien searches reasonably satisfactory to the Lender with respect to the assets being acquired; (vi) the Agent shall have received perfected Liens (subject only to Liens permitted by Section 8.2) on substantially all of the assets being acquired in such Permitted Acquisition, provided that such Liens shall not be required on any Property if (A) such Liens are prohibited pursuant to any agreement binding on the Person owning such Property and (B) the failure to obtain such Liens is not reasonably likely to have a Material Adverse Effect on the rights date of and remedies available to the Lender; (vii) to the extent requested by the Agent, the Agent shall have received an opinion of counsel in each applicable jurisdiction reasonably satisfactory to it to the effect that the Liens granted pursuant to this Agreement are perfected security interests in such assets and as to such other matters as the Agent may reasonably require; (viii) in connection with such Permitted Acquisition, the Credit Parties shall deliver to the Agent (A) a copy of the purchase agreement pursuant to which such Permitted Acquisition will be consummated; (B) a copy of each existing material agreement relating to the assets to be acquired in such Permitted Acquisition and which is to be in effect after the consummation of such Permitted Acquisition; (C) a Compliance Certificate calculating compliance (as of the last day of the then most recently ended fiscal quarter) with the covenants set forth in Section 8.10 on a pro forma basis, assuming such acquisition had occurred prior to the first day of the earliest fiscal quarter included in the applicable test period for calculating such compliance; (D) the Credit Parties shall use best efforts to provide such other information or reports as the Lender may reasonably request with respect to such Permitted Acquisition; (E) to the extent available to the Credit Parties, historical financial statements (for the prior three fiscal years provided that if such statements are not available for the prior three fiscal years, historical financial statements for not less than the prior four fiscal quarters) of the entity whose assets are being acquired; and (F) if the Borrower is acquiring any interest in real property, and if required by the Agent, reports and other information in form, scope and substance reasonably satisfactory to the Agent and prepared by environmental consultants reasonably satisfactory to the Agent, concerning any environmental hazards or liabilities to which any Credit Party is likely to be subject with respect to such acquired real property; (ix) immediately prior to such Permitted Acquisition no Default shall have occurred and be continuing and after giving effect to such Permitted Acquisition, no Default shall have occurred and be continuing and no Material Adverse Effect shall result; and (x) such acquisition shall be consensual and shall have been approved by the board of directors or comparable governing body of the business so acquireddissolution.

Fundamental Changes; Asset Sales. (a) No Credit Party will enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). No Credit Party will effect any Disposition or Relocation or acquire any business or property from, or capital stock of, or other equity interests in, or be a party to any acquisition (including any Acquisition) of, any Person except for purchases by any Credit Party of property to be used in the ordinary course of business, Investments permitted under Section 8.5 hereunder, Capital Expenditures permitted hereunder, and Capital ExpendituresAcquisitions permitted hereunder. No Credit Party will form or acquire any Subsidiary, other than a Special Purpose Subsidiary, without the express prior written consent of the Agent. (b) No Credit Party will convey, sell, lease, transfer or otherwise dispose (including any Disposition) of, in one transaction or a series of transactions, any part of its business or property, whether now owned or hereafter acquired (including, without limitation, including receivables and leasehold interests, but excluding (x) the sale, transfer, assignment or other disposition of the equity interests of a Special Purpose Subsidiary (other than the Hawaii Joint Venture), (y) other asset sales resulting in aggregate Net Cash Proceeds not to exceed $1,000,000 after the Effective Time) and (z) the sale, transfer, assignment or other disposition of a receivable in connection with an Energy Conservation Project Financing, ; provided that a Credit Party may (i1) the Credit Parties may lease or sublease real property to the extent such lease or sublease would not materially interfere with the operation of the business businesses of the Credit PartiesParties and (2) enter into any sale, lease, transfer or other disposition described clauses (iia) through (j) of the definition of Disposition. The Lenders and the Administrative Agent (as the case may be) at the Borrower’s expense hereby agree to complete, execute and deliver to the Borrower, upon reasonable prior written notice to the Administrative Agent and upon provision by the Borrower of a draft of such instrument, any Core Domestic Ameresco Company may release or termination of security interest required to permit the applicable Credit Party conveying, selling, leasing, transferring or otherwise disposing of any part of its property pursuant to and in accordance with this Agreement to convey, sell, lease, transfer or dispose of its assets or property to any other Core Domestic Ameresco Company, and (iii) any Credit Party or Canadian Subsidiary may convey, sell, transfer or otherwise dispose of a portion of the outstanding capital stock such property free and clear of any other Canadian Subsidiary, so long as no Change of Control shall result therefrom. (c) Lien under the Collateral Documents. Notwithstanding the foregoing provisions of this Section 8.47.4: (i) (i1) any Credit Party (other than the Borrower or any License Subsidiary) may be merged or consolidated with or into the Borrower or any other Credit Party, and any Subsidiary that is not a Credit Party may be merged or combined with or into any other Credit Party (with the Credit Party as the surviving entity); provided that if any such merger involves the Borrower, (x) transaction shall be between a Subsidiary and the Borrower or a Wholly Owned Subsidiary, the Borrower or such Wholly Owned Subsidiary, as applicable, shall be the continuing or surviving entity and (y2) no Change the Credit Parties and the Subsidiaries formed for the purposes of Control shall occur); andthe Entity Conversions may consummate the Entity Conversions; (iib) any Credit Party (other than the Borrower or any License Subsidiary) may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to any other Credit Party.; (c) the capital stock of, or other equity interests in, any Credit Party may be sold, transferred or otherwise disposed of to the Borrower or any other Credit Party; (d) in addition any Credit Party may enter into Acquisitions to the formation and acquisition of Special Purpose Subsidiaries permitted pursuant to subsection (a) of this Section 8.4 and subject to Sections 8.1, 8.2, 8.5 and the third sentence of Section 8.4(a), the Credit Parties may acquire all or substantially all of the assets or any division, business and assets of any corporation, partnership, limited liability companyor broadcast station or capital stock of, or other entity located equity interests in and organized under the laws (including acquisitions by purchase of the United States assets, purchase of stock, merger or otherwise or by an Asset Swap), any state thereof Person (collectively, “Permitted Acquisitions”), subject to satisfaction of the following conditions: (i) with respect immediately prior to such Permitted AcquisitionsAcquisition and after giving effect thereto, the aggregate purchase price (including, without limitation, any earn-out, non-compete, deferred compensation arrangement or other amounts deferred, financed or withheld in respect of the purchase price for, the amount of any Indebtedness assumed in connection with, no Default shall have occurred and all fees and expenses incurred in connection with, such Permitted Acquisition) shall not exceed (x) $5,000,000 for any single Permitted Acquisition (or series of related Permitted Acquisitions) and (y) $10,000,000 in the aggregate for all Permitted Acquisitions consummated during any fiscal yearbe continuing; (ii) to the business or assets extent that the Permitted Acquisition is structured as an Acquisition of capital stock, such capital stock shall be held by a Credit Party and the Subsidiary so acquired shall be located in comply with the United States and in the same or a substantially similar line provisions of business as that of the Credit PartiesSection 6.10; (iii) both immediately prior to and following the proposed Acquisition after giving effect to such Permitted Acquisition on a pro-pro forma basis incorporating such pro-pro forma assumptions as are satisfactory to the Administrative Agent in its reasonable discretion, the Credit Parties shall be in compliance with all financial the covenants set forth in Section 8.10 hereof 7.10(a) and (b) and the Borrower Administrative Agent shall deliver to the Agent have received a pro forma Compliance Certificate demonstrating to such complianceeffect; (iv) the assets so acquired aggregate consideration paid or exchanged by the Borrower and its Subsidiaries in connection with any such individual Acquisition shall be transferred free and clear of any Liens not exceed (other than Liens permitted by Section 8.2A) and no debt or liabilities shall be incurred, guaranteed, assumed or combined except prior to the extent otherwise permitted by Section 8.1Qualifying IPO Closing Date, $100,000,000 or (B) thereafter, $125,000,000, in each case, without the consent of Required Lenders, such consent not to be unreasonably withheld; (v) the Agent business so acquired shall have received Lien searches reasonably satisfactory be located in (A) prior to the Lender Qualifying IPO Closing Date, the United States or (B) thereafter, the United States or any state or territory thereof or Mexico; provided that the aggregate consideration paid or exchanged by the Borrower and its Subsidiaries after the date hereof in connection with respect to the assets being acquiredall acquisitions of businesses located in Mexico shall not exceed $50,000,000; (vi) the Credit Parties have delivered such financial information with respect to the business to be acquired as the Administrative Agent shall have received perfected Liens (subject only to Liens permitted by Section 8.2) on substantially all of the assets being acquired in such Permitted Acquisition, provided that such Liens shall not be required on any Property if (A) such Liens are prohibited pursuant to any agreement binding on the Person owning such Property and (B) the failure to obtain such Liens is not reasonably likely to have a Material Adverse Effect on the rights of and remedies available to the Lender;requested; and (vii) any individual Permitted Acquisition of properties or assets located in the United States for aggregate consideration of $25,000,000 or greater shall be also conditioned on delivery to the extent Administrative Agent or the Collateral Agent of (1) all material documents reasonably requested by the AgentAdministrative Agent or the Collateral Agent to insure that the Senior Lenders have a First Priority Lien in, and assignment of, all personal property assets and interests acquired, including consents of third parties if reasonably requested and (2) if such Permitted Acquisition is of a television or radio property and the Agent shall have received aggregate consideration therefor is $40,000,000 or greater, an opinion of FCC counsel in each applicable jurisdiction reasonably satisfactory to it to the effect that the Liens granted pursuant to this Agreement are perfected security interests Borrower in such assets and as to such other matters as the Agent may reasonably require; (viii) in connection with such Permitted Acquisition, the Credit Parties shall deliver to the Agent (A) a copy of the purchase agreement pursuant to which such Permitted Acquisition will be consummated; (B) a copy of each existing material agreement relating to the assets to be acquired in such Permitted Acquisition and which is to be in effect after the consummation of such Permitted Acquisition; (C) a Compliance Certificate calculating compliance (as of the last day of the then most recently ended fiscal quarter) with the covenants set forth in Section 8.10 on a pro forma basis, assuming such acquisition had occurred prior to the first day of the earliest fiscal quarter included in the applicable test period for calculating such compliance; (D) the Credit Parties shall use best efforts to provide such other information or reports as the Lender may reasonably request with respect to such Permitted Acquisition; (E) to the extent available to the Credit Parties, historical financial statements (for the prior three fiscal years provided that if such statements are not available for the prior three fiscal years, historical financial statements for not less than the prior four fiscal quarters) of the entity whose assets are being acquired; and (F) if the Borrower is acquiring any interest in real property, and if required by the Agent, reports and other information in form, scope form and substance reasonably satisfactory to the Agent Administrative Agent. (e) The Credit Parties shall be permitted to sell, lease or assign: (i) obsolete or worn-out property (including leasehold interests), tools or equipment no longer used or useful in its business, (ii) any inventory or other property sold or disposed of in the ordinary course of business and prepared on ordinary business terms, (iii) interests in real property by environmental consultants reasonably satisfactory lease entered into in the ordinary course of business, (iv) the surrender of waiver of contractual rights or the settlement, release or surrender of contracts or tort claims in the ordinary course of business, (v) Dispositions; provided (1) the consideration received for such assets shall be in an amount at least equal to the AgentFair Market Value thereof (determined in good faith by the senior management of the Borrower), concerning (2) no less than 75% thereof shall be paid in cash or Cash Equivalents, and (3) the Net Cash Payments thereof shall be applied as required by Section 2.11(b)(i); provided further that the aggregate amount of Dispositions in any environmental hazards or liabilities fiscal year pursuant to which any this clause (v) shall not exceed 35% of the EBITDA of the Credit Party is likely Parties for the immediately preceding fiscal year, as stated in the Compliance Certificate required to be subject delivered pursuant to Section 6.1(c) for the most recently ended fiscal year, or, if such Compliance Certificate is not available at the time of such proposed Disposition, as demonstrated through financial statements and reports acceptable to the Administrative Agent in its reasonable discretion; (vi) Asset Swaps, so long as (A) such Asset Swap is made on an arm’s-length basis and the Borrower or such Credit Party, as the case may be, receives consideration at the time of the Asset Swap at least equal to the Fair Market Value of the assets or capital stock issued or sold or otherwise disposed of, (B) the Borrower or such Subsidiary complies with Sections 6.10 and 6.13 with respect to any assets acquired and (C) any Asset Swap of any Broadcast Station shall only be in exchange for another television and/or radio broadcast station(s) and like assets, and assets related to the operation of such acquired real propertystations, cash and Indebtedness, or Investments in respect of Indebtedness, evidenced by notes; (vii) Dispositions in connection with operations or divisions discontinued or to be discontinued; (viii) Investments made in accordance with Section 7.5; and (ix) immediately sales or other dispositions of assets that do not constitute a Disposition. (f) The Credit Parties shall be permitted to effect any Relocation, provided that the following conditions have been satisfied: (i) Such Voluntary Relocation shall not, as determined on the date of the consummation of such Voluntary Relocation, have a material adverse effect on the business, assets, operations or financial condition of the Credit Parties, taken as a whole; (ii) The Credit Parties shall give 30 days’ prior written notice to the Administrative Agent of the proposed Relocation, which notice shall include a description of all material aspects of the Relocation including the consideration to be received by any Credit Party in connection therewith; (iii) Simultaneously with informing the Shop At Home Sellers under the Shop At Home Acquisition Documents of any Relocation Profit, the Credit Parties shall so inform the Administrative Agent and thereafter keep the Administrative Agent apprised of the negotiation thereof, and shall forward to the Administrative Agent copies of all material correspondence, including, without limitation, any “Buyer’s Relocation Profit Notice” or “Challenge Notice” (as such terms are defined in the Shop At Home Acquisition Documents) and all correspondence pertaining to any implementation of the Valuation Mechanism (as defined in the Shop At Home Acquisition Documents); (iv) to the extent any representation or warranty herein makes reference to one or more of the Schedules to this Agreement, the Credit Parties shall make revisions to such Permitted Acquisition no Default shall have occurred Schedules, in each case as of the date of the consummation of any Relocation and be continuing and after giving effect notwithstanding that such representation or warranty may expressly state that it is made as of an earlier date, reasonably acceptable to the Administrative Agent, solely to take into account the consummation of such Permitted Acquisition, no Default shall have occurred and be continuing and no Material Adverse Effect shall resultRelocation; and (xv) such acquisition In connection with any Involuntary Relocation the Credit Parties shall be consensual use their best efforts to receive only cash consideration therefor. (g) Upon 30 days’ prior written notice to the Administrative Agent and shall have been approved by with the board of directors or comparable governing body prior written consent of the business so acquiredAdministrative Agent (such consent not to be unreasonably withheld), the Borrower may merge with an Affiliate incorporated solely for the purpose of reincorporating the Borrower in another jurisdiction to realize tax or other benefits. The Administrative Agent shall give prompt notice thereof to the Lenders; and (h) Upon 10 days’ prior written notice to the Administrative Agent, Media Holdings, the Borrower or any of its Subsidiaries may convert from a corporation to a limited liability company for the sole purpose of realizing tax or other benefits, provided that prior to such conversion, the Borrower shall provide such documents, agreements, certificates and opinions as the Administrative Agent may reasonably request to cause such successor entity to (and to evidence that such successor entity shall) continue to be subject to the Loan Documents to the same extent as the predecessor entity.