Exhibit 10.32
   TERM CREDIT AGREEMENT
 
 
 CITIBANK, N.A.




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##### 



TABLE OF CONTENTS
 ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS
    
    
    1Section 1.01. Defined Terms
    
    
    1Section 1.02. Other Interpretive Provisions
    
    
    23Section 1.03. Accounting Terms
    
    
    24Section 1.04. Rounding
    
    
    25Section 1.05. Times of Day
    
    
    25Section 1.06. References to Agreements and Laws
    
    
    25ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS
    
    
    25Section 2.01. Term Loans
    
    
    25Section 2.02. Term Borrowings, Conversions and Continuations of Term Loans
    
    
    25Section 2.03. Prepayments
    
    
    27Section 2.04. Repayment of Term Loans
    
    
    27Section 2.05. Interest
    
    
    28Section 2.06. Computation of Interest and Fees
    
    
    28Section 2.07. Evidence of Debt
    
    
    29Section 2.08. Payments Generally
    
    
    29Section 2.09. Sharing of Payments
    
    
    31ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY
    
    
    31Section 3.01. Taxes
    
    
    31Section 3.02. Illegality
    
    
    33Section 3.03. Inability to Determine Rates
    
    
    34Section 3.04. Increased Costs; Reserves on Eurodollar Rate Loans
    
    
    34Section 3.05. Compensation For Losses
    
    
    35Section 3.06. Mitigation Obligations; Replacement of Lenders
    
    
    36Section 3.07. Survival
    
    
    36ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
    
    
    37Section 4.01. Conditions of Initial Credit Extension
    
    
    37Section 4.02. Conditions to all Credit Extensions
    
    
    39ARTICLE V. REPRESENTATIONS AND WARRANTIES
    
    
    39Section 5.01. Existence, Qualification and Power; Compliance with Laws
    
    
    39Section 5.02. Authorization; No Contravention
    
    
    40Section 5.03. Governmental Authorization; Other Consents
    
    
    40Section 5.04. Binding Effect
    
    
    40Section 5.05. Financial Statements; No Material Adverse Effect
    
    
    40Section 5.06. Litigation
    
    
    41Section 5.07. No Default
    
    
    41Section 5.08. Ownership of Property; Liens
    
    
    41Section 5.09. Hazardous Materials
    
    
    41Section 5.10. Insurance
    
    
    42
 i




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Section 5.11. Taxes
    
    
    42Section 5.12. ERISA Compliance
    
    
    42Section 5.13. Subsidiaries
    
    
    43Section 5.14. Margin Regulations; Investment Company Act
    
    
    43Section 5.15. Disclosure
    
    
    43Section 5.16. Compliance with Laws
    
    
    43Section 5.17. Intellectual Property; Licenses, Etc.
    
    
    44Section 5.18. Businesses
    
    
    44Section 5.19. Common Enterprise
    
    
    44Section 5.20. Solvent
    
    
    44Section 5.21. Taxpayer Identification Number
    
    
    44Section 5.22. Employment and Labor Agreements
    
    
    44Section 5.23. Labor Matters
    
    
    45ARTICLE VI. AFFIRMATIVE COVENANTS
    
    
    45Section 6.01. Financial Statements
    
    
    45Section 6.02. Certificates; Other Information
    
    
    46Section 6.03. Notices
    
    
    47Section 6.04. Payment of Obligations
    
    
    48Section 6.05. Preservation of Existence, Etc.
    
    
    48Section 6.06. Maintenance of Properties
    
    
    48Section 6.07. Maintenance of Insurance
    
    
    48Section 6.08. Compliance with Laws
    
    
    49Section 6.09. Books and Records
    
    
    49Section 6.10. Inspection Rights
    
    
    49Section 6.11. Compliance with ERISA
    
    
    49Section 6.12. Use of Proceeds
    
    
    49Section 6.13. Further Assurances
    
    
    49Section 6.14. Subsidiaries and Other Assets
    
    
    49Section 6.15. Post-Closing Deliveries
    
    
    50ARTICLE VII. NEGATIVE COVENANTS
    
    
    50Section 7.01. Liens
    
    
    50Section 7.02. Investments
    
    
    52Section 7.03. Indebtedness
    
    
    53Section 7.04. Fundamental Changes
    
    
    54Section 7.05. Dispositions
    
    
    54Section 7.06. Restricted Payments
    
    
    55Section 7.07. ERISA
    
    
    55Section 7.08. Change in Nature of Business
    
    
    55Section 7.09. Transactions with Affiliates
    
    
    56Section 7.10. Burdensome Agreements
    
    
    56Section 7.11. Use of Proceeds
    
    
    56Section 7.12. Financial Covenants
    
    
    56Section 7.13. Capital Expenditures
    
    
    56Section 7.14. Fiscal Year and Accounting Methods
    
    
    56Section 7.15. Limitation on Restrictive Agreements
    
    
    56
 ii




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Section 7.16. Issuance of Equity Interests
    
    
    56ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES
    
    
    57Section 8.01. Events of Default
    
    
    57Section 8.02. Remedies Upon Event of Default
    
    
    59Section 8.03. Application of Funds
    
    
    60ARTICLE IX. ADMINISTRATIVE AGENT
    
    
    61Section 9.01. Appointment and Authority
    
    
    61Section 9.02. Rights as a Lender
    
    
    61Section 9.03. Exculpatory Provisions
    
    
    61Section 9.04. Reliance by Administrative Agent
    
    
    62Section 9.05. Delegation of Duties
    
    
    62Section 9.06. Resignation of Administrative Agent
    
    
    62Section 9.07. Non-Reliance on Administrative Agent and Other Lenders
    
    
    63Section 9.08. Administrative Agent May File Proofs of Claim
    
    
    63Section 9.09. Collateral and Guaranty Matters
    
    
    64ARTICLE X. MISCELLANEOUS
    
    
    65Section 10.01. Amendments, Etc.
    
    
    65Section 10.02. Notices; Effectiveness; Electronic Communication
    
    
    66Section 10.03. No Waiver; Cumulative Remedies
    
    
    67Section 10.04. Expenses; Indemnity; Damage Waiver
    
    
    68Section 10.05. Payments Set Aside
    
    
    69Section 10.06. Successors and Assigns
    
    
    70Section 10.07. Treatment of Certain Information; Confidentiality
    
    
    73Section 10.08. Set-off
    
    
    73Section 10.09. Interest Rate Limitation
    
    
    74Section 10.10. Counterparts; Integration; Effectiveness
    
    
    74Section 10.11. Survival of Representations and Warranties
    
    
    74Section 10.12. Severability
    
    
    74Section 10.13. Replacement of Lenders
    
    
    75Section 10.14. Exceptions to Covenants
    
    
    75Section 10.15. Governing Law; Jurisdiction; Etc.
    
    
    75Section 10.16. Waiver of Right to Trial by Jury
    
    
    76Section 10.17. USA PATRIOT Act Notice
    
    
    77Section 10.18. Time of the Essence
    
    
    77Section 10.19. Existing Credit Agreement
    
    
    77Section 10.20. ENTIRE AGREEMENT
    
    
    77
 iii




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SCHEDULES
 1.01
    
    Inactive Subsidiaries2.01
    
    Term Commitments and Term Pro Rata Shares5.05
    
    Supplement to Interim Financial Statements5.08
    
    Fee Property5.09
    
    Environmental Matters5.13
    
    Subsidiaries and Other Equity Investments5.22
    
    Labor Agreements5.23
    
    Labor Matters7.01
    
    Existing Liens7.02
    
    Existing Investments7.03
    
    Existing Indebtedness10.02
    
    Administrative Agents Office, Certain Addresses for Notices
 EXHIBITS
 Form ofA
    
    Term Loan NoticeB
    
    NoteC
    
    Compliance CertificateD
    
    Assignment and AssumptionE
    
    GuarantyF
    
    Deed of Trust
 iv




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##### 



TERM CREDIT AGREEMENT
 Agreement Borrower Lenders Lender
   ARTICLE I.
 DEFINITIONS AND ACCOUNTING TERMS
 Section 1.01. Defined Terms.
 Account
 Acquisition
 Acquisition Consideration
 Act Section 10.17
 Administrative Agent
 Administrative Agents Office Schedule 10.02
 Administrative Questionnaire
 1




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##### 



Affiliate
 Agent Parties Section 10.02(c)
 Aggregate Term Commitments
 Alternate Base Rate
 Alternate Base Rate Loan
 April 8-K
 Applicable Law Applicable Law
 Applicable Rate Section 6.02(a)
 Alternate BasePricing
    
    
    
    Eurodollar Rate
    
    Rate for TermLevel
    
    Leverage Ratio
    
    for Term Loans
    
    LoansI
    
    Less than 1.25 to 1.00
    
    
    1.250
    
    
    
    (0.250
    )II
    
    Greater than or equal to 1.25 to
1.00 but less than 1.75 to 1.00
    
    
    1.500
    
    
    
    0.000
 2




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Alternate BasePricing
    
    
    
    Eurodollar Rate
    
    Rate for TermLevel
    
    Leverage Ratio
    
    for Term Loans
    
    LoansIII
    
    Greater than or equal to 1.75 to
1.00 but less than 2.25 to 1.00
    
    
    1.750
    
    
    
    0.250IV
    
    Greater than or equal to 2.25 to 1.00
    
    
    2.000
    
    
    
    0.500
 Section 6.02(a) Section 6.02(a) Section 6.02(a)
 Section 6.01(a) 6.01(b) Section 6.02(a) Applicable Period Section 2.05 Article VIII
 Approved Fund
 Asset Coverage Ratio
 3




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Assignment and Assumption Section 10.06(b) Exhibit D
 Attorney Costs
 Attributable Indebtedness provided however
 Audited Financial Statements
 Borrower
 Borrower Materials
 Business Day
 Capital Expenditures
 Capital Lease
 Cash and Cash Equivalents
 4




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##### 



P-1 A-1 Aaa AAA
 Cash Management Document
 Cash Management Obligations
 Change in Law
 Change of Control
 option right
  5




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Citibank
 Closing Date Section 4.01 Section 4.01 Section 4.01(b)
 Code
 Collateral
 Collateral Documents
 Compliance Certificate Exhibit C
 Consolidated EBITDA
 6




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##### 



minus
 Consolidated Funded Indebtedness Indebtedness
 Consolidated Interest Charges
 Consolidated Interest Income
 Consolidated Net Income provided
 Consolidated Lease Expense
 Contractual Obligation
 Control
 7




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##### 



Credit Extension
 Debtor Relief Laws
 Deed of Trust Exhibit F
 Default
 Default Rate plus plus provided however plus
 Defaulting Lender
 Disposition Dispose
 Disqualified Equity Interests
 8




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Dividends
 Dollar $
 Domestic Subsidiary
 Eligible Assignee provided
 Environmental Complaint Section 5.09
 Environmental Laws
 Equity Interests
 Equity Issuance
 ERISA
 ERISA Affiliate
 ERISA Event
 9




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Eurodollar Rate BBA LIBOR
 Eurodollar Rate Loan
 Event of Default Section 8.01
 Exchange Act
 Excluded Taxes Section 10.13 Section 3.01(e) Section 3.01(a)
 10




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Existing Credit Agreement
 Existing Credit Agreement Collateral Documents
 Existing Credit Agreement Obligations Section 10.19
 Extraordinary Receipt Section 2.03(f)
 Federal Funds Rate  provided
 Fiscal Quarter(s)
 Fiscal Year
 Fixed Charge Coverage Ratio
 11




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Foreign Lender
 Foreign Subsidiary
 Founders Severance Payments
 FRB
 Fund
 GAAP
 Governmental Authority
 Guarantee
 12




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Guarantee
 Guarantors
 Guaranty Exhibit E
 Hazardous Materials
 Highest Lawful Rate
 Inactive Subsidiaries Schedule 1.01
 Indebtedness
      13




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Indemnified Taxes
 Information Section 10.07
 Interest Payment Date provided however
 Interest Period provided
    Investment
 14




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IP Rights Section 5.17
 IRS
 Laws
 Lender
 Lending Office
 Leverage Ratio pro forma
 Lien
 Litigation
 15




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Loan Documents
 Loan Parties
 Material Adverse Effect
 Moodys
 Mortgaged Property
 Multiemployer Plan
 Net Cash Proceeds
 Net Equity Proceeds
 16




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##### 



Net Fixed Assets
 Net Recovery Proceeds
 Note Exhibit B
 Obligations
 Off-Balance Sheet Liabilities
 17




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Organization Documents
 Other Taxes
 Participant Section 10.06(d)
 PBGC
 Pension Plan
 Permitted Acquisition
    Section 6.14
 18




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Person
 Plan
 Post-Closing Letter Section 4.01
 PowerSecure
 PowerSecure Shared Savings Projects
 Premises Section 5.09
 Property
 Qualified Equity Interests
 Recovery Event
 Register Section 10.06(c)
 Related Parties
 Reportable Event
 19




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Request for Credit Extension
 Required Lenders Section 8.02 provided
 Responsible Officer Article II
 Restricted Payment
 S&P
 SEC
 Secured Creditor
 Secured Obligations
 20




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Securities Act
 Solvent
 Subsidiary provided however
 Subsidiary Loan Party
 Swap Contract
 21




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Master Agreement
 Swap Obligations
 Swap Termination Value
 Synthetic Lease Obligation
 Taxes
 Term Borrowing Section 2.01
 Term Commitment Section 2.01 Schedule 2.01
 Term Loan Section 2.01
 Term Loan Notice Section 2.02(a) Exhibit A
 Term Maturity Date
 22




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##### 



Section 8.01(f)
 Term Pro Rata Share provided Section 8.02 Schedule 2.01
 Total Outstandings
 Trust
 Type
 UCC
 Unfunded Pension Liability
 United States U.S.
 Voting Equity Interests
 Section 1.02. Other Interpretive Provisions.
 include includes including will shall
 23




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##### 



herein hereof hereunder asset property
 from from and including to until to but excluding through to and
including
  Section 8.01 Section 7.12
 Section 1.03. Accounting Terms.
 except
 provided that
 24




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##### 



Section 1.04. Rounding.
 Section 1.05. Times of Day.
 Section 1.06. References to Agreements and Laws.
 ARTICLE II.
 THE COMMITMENTS AND CREDIT EXTENSIONS
 Section 2.01. Term Loans. Term Loan
 Section 2.02. Term Borrowings, Conversions and Continuations of Term Loans.
 Section 2.02(a)
 25




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Section 4.02 Section 4.01
    26




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##### 



Section 2.03. Prepayments.
 provided Section 2.03(f)
 Section 2.03(d)
 provided however Section 7.05(g) Section 2.03(d)
 Section 2.03(b) (c) Section 2.03(a) Section 3.05 pro rata Section 2.03(a) Section 2.03(b) (c)
 Section 2.04. Repayment of Term Loans.
 27




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##### 



Section 2.05. Interest.
 plus plus
      Section 2.06. Computation of Interest and Fees. Section 10.09
 28




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##### 



Section 2.07. Evidence of Debt.
 Section 2.08. Payments Generally.
 General
 Funding by Lenders; Presumption by Administrative Agent Section 2.02 Section 2.02
 29




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Payments by Borrower; Presumptions by Administrative Agent
  Failure to Satisfy Conditions Precedent Article II Article IV
 Obligations of Lenders Several Section 10.04(c) Section 10.04(c) Section 10.04(c)
 30




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Funding Source
 Section 2.09. Sharing of Payments. provided
    ARTICLE III.
 TAXES, YIELD PROTECTION AND ILLEGALITY
 Section 3.01. Taxes.
 Payments Free of Taxes
 31




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##### 



Payment of Other Taxes by the Borrower
 Indemnification by the Borrower
 Evidence of Payment
 Status of Lenders
  32




---



##### 



Treatment of Certain Refunds provided
 Section 3.02. Illegality.
 33




---



##### 



Section 3.03. Inability to Determine Rates.
 Section 3.04. Increased Costs; Reserves on Eurodollar Rate Loans.
 Increased Costs Generally
 Section 3.04(e)
 Section 3.01
   34




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##### 



Capital Requirements
 Certificate for Reimbursement
 Delay in Request provided
 Reserves on Eurodollar Rate Loans Eurocurrency
liabilities provided
 Section 3.05. Compensation For Losses.
 35




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##### 



Section 10.13
  Section 3.05
 Section 3.06. Mitigation Obligations; Replacement of Lenders.
 Designation of a Different Lending Office Section 3.04 Section 3.01 Section 3.02 Section 3.01 3.04 Section 3.02
 Replacement of Lenders Section 3.04 Section 3.01 Section 10.13
 Section 3.07. Survival. Article III
 36




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##### 



ARTICLE IV.
 CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
 Section 4.01. Conditions of Initial Credit Extension.
    Section 6.07
     37




---



##### 



Sections 4.02(a) (b)
         Section 9.04 Section 4.01
 38




---



##### 



Section 4.02. Conditions to all Credit Extensions.
 Article V Article V Section 4.02 Section 5.05 Section 6.01
    Sections 4.02(a) (b)
 ARTICLE V.
 REPRESENTATIONS AND WARRANTIES
  Section 5.01. Existence, Qualification and Power; Compliance with Laws.
 39




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##### 



Section 5.02. Authorization; No Contravention.
 Section 5.03. Governmental Authorization; Other Consents.
 Section 5.04. Binding Effect.
 Section 5.05. Financial Statements; No Material Adverse Effect.
   40




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##### 



Schedule 5.05
    Section 5.06. Litigation.
 Section 5.07. No Default.
 Section 5.08. Ownership of Property; Liens. Schedule 5.08 Section 7.01
 Section 5.09. Hazardous Materials. Premises
 41




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##### 



Schedule 5.09 Environmental Complaint
 Section 5.10. Insurance.
 Section 5.11. Taxes.
 Section 5.12. ERISA Compliance.
    42




---



##### 



Section 5.13. Subsidiaries. Schedule 5.13 Schedule 5.13 Schedule 5.13
 Section 5.14. Margin Regulations; Investment Company Act.
   Section 5.15. Disclosure. provided
 Section 5.16. Compliance with Laws.
 43




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##### 



Section 5.17. Intellectual Property; Licenses, Etc. IP Rights
 Section 5.18. Businesses.
 Section 5.19. Common Enterprise. Section 5.18 Section 6.12
 Section 5.20. Solvent.
 Section 5.21. Taxpayer Identification Number. Schedule 10.02
 Section 5.22. Employment and Labor Agreements. Schedule 5.22
 44




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##### 



Section 5.23. Labor Matters. Schedule 5.23
 ARTICLE VI.
 AFFIRMATIVE COVENANTS
 Sections 6.01 6.02 6.03 6.11
 Section 6.01. Financial Statements.
   45




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##### 



Section 6.02(d)
 Section 6.02. Certificates; Other Information.
 Sections 6.01(a) (b)
   46




---



##### 



Section 6.01(a) (b) Section 6.02(c) Schedule 10.02 provided i.e. Section 6.02(a)
 Section 6.03. Notices.
   47




---



##### 



Section 6.03(a)
 Section 6.04. Payment of Obligations.
 Section 6.05. Preservation of Existence, Etc. Section 7.04 7.05 Section 7.04 7.05
 Section 6.06. Maintenance of Properties.
 Section 6.07. Maintenance of Insurance.
 48




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##### 



Section 6.08. Compliance with Laws.
 Section 6.09. Books and Records.
 Section 6.10. Inspection Rights. provided however
 Section 6.11. Compliance with ERISA.
 Section 6.12. Use of Proceeds.
 Section 6.13. Further Assurances.
 Section 6.14. Subsidiaries and Other Assets.
 49




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##### 



Section 6.15. Post-Closing Deliveries. Section 6.13
 ARTICLE VII.
 NEGATIVE COVENANTS
  Section 7.01. Liens.
  Schedule 7.01 provided Section 7.03(b)
   50




---



##### 



Section 7.03(e) provided
       51




---



##### 



Section 7.02. Investments.
 Schedule 7.02
     ,
 Section 7.05
  Section 7.03(d)
    52




---



##### 



Section 7.03. Indebtedness.
  Schedule 7.03 provided Permitted Refinancing
   provided provided Section 7.03(e)
   Section 2.06(c)
  53




---



##### 



Section 7.04. Fundamental Changes.
 provided provided
 provided
 Section 7.05. Dispositions.
  Section 7.04
 Section 7.06
   provided
 Section 2.05(d)
 54




---



##### 



provided however
  Section 7.06. Restricted Payments.
       Section 7.07. ERISA.
 Section 7.08. Change in Nature of Business. provided
 55




---



##### 



Section 7.09. Transactions with Affiliates.
 Section 7.10. Burdensome Agreements. provided however Section 7.03(e)
 Section 7.11. Use of Proceeds.
 Section 7.12. Financial Covenants.
 Fixed Charge Coverage Ratio
 Leverage Ratio
 Asset Coverage Ratio
 Section 7.13. Capital Expenditures.
 Section 7.14. Fiscal Year and Accounting Methods.
 Section 7.15. Limitation on Restrictive Agreements
 Section 7.16. Issuance of Equity Interests
 56




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##### 



Section 2.05(e)
   Article VII
 ARTICLE VIII.
 EVENTS OF DEFAULT AND REMEDIES
 Section 8.01. Events of Default.
 Non-Payment
 Specific Covenants Section 6.03(a) 6.10 6.12 Article VII Section 7.01 Section 7.01
 Other Defaults
 Representations and Warranties
 57




---



##### 



Cross-Default
 Insolvency Proceedings, Etc.
 58




---



##### 



Inability to Pay Debts; Attachment
 Judgments
 ERISA
 Invalidity of Loan Documents
 Change of Control
 Existing Credit Agreement
 Section 8.02. Remedies Upon Event of Default.
   59




---



##### 



provided however
 Section 8.03. Application of Funds. Section 8.02 Section 8.02 Section 10.19
 First Article III
 Second Article III Second
 Third Third
 Fourth Fourth
 Fifth Fifth
 Sixth Sixth
 Last
 60




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##### 



ARTICLE IX.
 ADMINISTRATIVE AGENT
 Section 9.01. Appointment and Authority.
 Section 9.02. Rights as a Lender.
 Section 9.03. Exculpatory Provisions.
  provided
   61




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##### 



Sections 10.01 8.02)
 Article IV
 Section 9.04. Reliance by Administrative Agent.
 Section 9.05. Delegation of Duties.
 Section 9.06. Resignation of Administrative Agent.
 62




---



##### 



provided Section 10.04
 Section 9.07. Non-Reliance on Administrative Agent and Other Lenders.
 Section 9.08. Administrative Agent May File Proofs of Claim.
 63




---



##### 



Section 10.04
  Section 10.04
  Section 9.09. Collateral and Guaranty Matters.
 Section 10.01
 Section 7.01(i)
 Section 10.01
 64




---



##### 



Section 9.09
 ARTICLE X.
 MISCELLANEOUS
 Section 10.01. Amendments, Etc. provided however
 Section 4.01(a)
 Section 8.02
  Section 10.01 provided however
 Section 2.[___] Section 8.03
  Section 9.09(c)
 65




---



##### 



Section 9.09(a)
  Section 10.02. Notices; Effectiveness; Electronic Communication.
 Notices Generally
 Schedule 10.02
   Electronic Communications provided Article II provided
 provided
 66




---



##### 



Agent Parties provided however
 Change of Address, Etc
 Reliance by Administrative Agent and Lenders
 Section 10.03. No Waiver; Cumulative Remedies.
 67




---



##### 



Section 10.04. Expenses; Indemnity; Damage Waiver.
 Costs and Expenses
 INDEMNIFICATION BY THE BORROWER INDEMNITEE WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN
PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE PROVIDED
 68




---



##### 



Reimbursement by Lenders provided Section 2.08(d)
 Waiver of Consequential Damages, Etc
 Payments
 Survival
 Section 10.05. Payments Set Aside.
 69




---



##### 



Section 10.06. Successors and Assigns.
 Successors and Assigns Generally Section 7.04
 Assignments by Lenders provided
  70




---



##### 



Sections 3.01 3.04 3.05 10.04
 Register Register
 71




---



##### 



Participations Participant provided
 provided Section 10.01 Sections 3.01 3.04 3.05 Section 10.08 provided Section 2.09
 Limitations upon Participant Rights Section 3.01 3.04 Section 3.01 Section 3.01(e)
 Certain Pledges provided
 Electronic Execution of Assignments
 72




---



##### 



Section 10.07. Treatment of Certain Information; Confidentiality.
 Information provided
 Section 10.08. Set-off.
 73




---



##### 



provided
 Section 10.09. Interest Rate Limitation.
 Section 10.10. Counterparts; Integration; Effectiveness. Section 4.01
 Section 10.11. Survival of Representations and Warranties.
 Section 10.12. Severability.
 74




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##### 



Section 10.13. Replacement of Lenders. Section 3.04 Section 3.01 Section 10.06 provided
 Section 10.06(b)
 Section 3.05
 Section 3.04 Section 3.01
   Section 10.14. Exceptions to Covenants.
 Section 10.15. Governing Law; Jurisdiction; Etc.
 ; PROVIDED
  75




---



##### 



Section 10.16. Waiver of Right to Trial by Jury.
 76




---



##### 



Section 10.17. USA PATRIOT Act Notice. Act
 Section 10.18. Time of the Essence
 Section 10.19. Existing Credit Agreement Existing Credit Agreement Obligations Section 8.03
 Section 10.20. ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE
FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES.
  
 77




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##### 



IN WITNESS WHEREOF ,
 POWERSECURE INTERNATIONAL, INC.By:
    /s/ Christopher T. HutterChristopher T. HutterChief Financial Officer




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##### 



CITIBANK, N.A., as Administrative AgentBy:
    /s/ Gary D. PitcockGary D. PitcockVice PresidentCITIBANK, N.A.,as a LenderBy:
    /s/ Gary D. PitcockGary D. PitcockVice President




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##### 



SCHEDULE 2.01
 TERM COMMITMENTS
AND TERM PRO RATA SHARES
 Term
    
    TermLender
    
    Commitment
    
    Pro Rata ShareCitibank, N.A.
    
    $
    2,584,000
    
    
    
    100.000000000
    %Total
    
    $
    2,584,000
    
    
    
    100.000000000
    %




---



##### 



SCHEDULE 1.01
 INACTIVE SUBSIDIARIES




---



##### 



SCHEDULE 5.05
 SUPPLEMENT TO INTERIM FINANCIAL STATEMENTS




---



##### 



SCHEDULE 5.08
 FEE PROPERTY




---



##### 



SCHEDULE 5.09
 ENVIRONMENTAL MATTERS




---



##### 



SCHEDULE 5.13
 SUBSIDIARIES AND OTHER EQUITY INVESTMENTS
 Part (a): Subsidiaries
   
   Note
 Part (b): Other Equity Investments




---



##### 



SCHEDULE 5.22
 LABOR AGREEMENTS




---



##### 



SCHEDULE 5.23
 LABOR MATTERS




---



##### 



SCHEDULE 7.01
 EXISTING LIENS




---



##### 



SCHEDULE 7.02
 EXISTING INVESTMENTS




---



##### 



SCHEDULE 7.03
 EXISTING INDEBTEDNESS




---



##### 



SCHEDULE 10.02
 ADMINISTRATIVE AGENTS OFFICE,
CERTAIN ADDRESSES FOR NOTICES
 POWERSECURE INTERNATIONAL, INC.
 
 Attention:
    
    Linda KochTelephone:
    
    (919) 556-3056 ext. 246Facsimile:
    
    (919) 453-1768E-mail:
    
    lkoch@powersecure.com and gzuiderveen@powersecure.com
  ADMINISTRATIVE AGENT:
 Administrative Agents Office  (for payments and Requests for Credit Extensions):
 CITIBANK, N.A.
 
 Attention:
    
    Gary D. PitcockTelephone:
    
    (972) 419-3352E-mail:
    
    gary.d.pitcock@citigroup.com
 Other Notices as Administrative Agent:
 CITIBANK, N.A.
 
 Attention:
    
    Gary D. PitcockTelephone:
    
    (972) 419-3352E-mail:
    
    gary.d.pitcock@citigroup.com




---



##### 



L/C ISSUER:
 CITIBANK, N.A.
 
 Attention:
    
    Gary D. PitcockTelephone:
    
    (972) 419-3352E-mail:
    
    gary.d.pitcock@citigroup.com




---



##### 



EXHIBIT A
 FORM OF TERM LOAN NOTICE
 
   Agreement Borrower
  o o
 
 
 
   POWERSECURE INTERNATIONAL, INC.By:Name:Title:




---



##### 



EXHIBIT B
 FORM OF TERM LOAN NOTE
 $
 Borrower  Lender ___ Agreement




---



##### 



POWERSECURE INTERNATIONAL, INC.By:Name:Title:




---



##### 



REVOLVING LOANS AND PAYMENTS WITH RESPECT THERETO
 Amount ofPrincipal or
    
    OutstandingEnd of
    
    Interest
    
    PrincipalType of
    
    Amount of
    
    Interest
    
    Paid This
    
    Balance
    
    NotationDate
    
    Loan Made
    
    Loan Made
    
    Period
    
    Date
    
    This Date
    
    Made By




---



##### 



EXHIBIT C
 FORM OF COMPLIANCE CERTIFICATE
 
   Agreement Borrower
 
 [Use following for Fiscal Year-end financial statements]
 Schedule 1 Section 6.01(a)
 [Use following for Fiscal Quarter-end financial statements]
 Schedule 1 Section 6.01(b)
  add, if applicable: add, if applicable:




---



##### 



Schedule 2




---



##### 



IN WITNESS WHEREOF,
 POWERSECURE INTERNATIONAL, INC.By:Name:Title:




---



##### 



Financial Statement Date  SCHEDULE 2
 I.
    
    Section 7.12(a)  Fixed Charge Coverage Ratio.
 A. Consolidated EBITDA:1.
    
    Consolidated Net Income for Subject Period:
    
    $2.
    
    To the extent involved in calculating such
Net Increase and without duplication,
Consolidated Interest Charges:
    
    $3.
    
    To the extent included in calculating such
Consolidated Net Income and without
duplication, amount of taxes, based on or
measured by income, deducted in
determining such Consolidated Net Income
for Subject Period:
    
    $4.
    
    To the extent included in calculating such
Consolidated Net Income and without
duplication, depreciation and amortization
expense deducted in determining such
Consolidated Net Income for Subject
Period:
    
    $5.
    
    To the extent included in calculating such
Consolidated Net Income and without
duplication, all non-cash charges or
losses which do not represent a cash
charge or loss for Subject Period or in a
future period:
    
    $6.
    
    To the extent included in calculating such
Consolidated Net Income and without
duplication, non-recurring charges
consisting of Founders Severance Payments
and relocations expenses of not to exceed
$14,200,000 in aggregate amount:
    
    $7.
    
    To the extent included in calculating such
Consolidated Net Income, Federal, state,
local and foreign income tax credits of
the Borrower and its Subsidiaries for
Subject Period:
    
    $8.
    
    To the extent included in calculating such
Consolidated Net Income, Consolidated
Interest Income for Subject Period:
    
    $9.
    
    To the extent included in calculating such
Consolidated Net Income, all non-cash
items increasing Consolidated Net Income
for Subject Period:
    
    $10.
    
    Consolidated EBITDA (Lines I.A.1. + 2. +
3. + 4. + 5. + 6. - 7. - 8. - 9.):
    
    $B. Consolidated Lease Expense for Subject Period:
    
    $




---



##### 



C.
    
    Cash Taxes for Subject Period:
    
    $D.
    
    Consolidated Interest Charges for Subject Period:
    
    $E.
    
    Scheduled payments of principal of Consolidated Funded Indebtedness for
Subject Period:
    
    $F.
    
    Consolidated Lease Expense for Subject Period:
    
    $G.
    
    Restricted Payments for Subject Period:
    
    $H.
    
    Fixed Charge Coverage Ratio ((Line I.A.10. + I.B.  I.C.)  ̧ (Lines
I.D. + I.E. + I.F. + I.G.)):
    
    
    to 1.00Minimum permitted  See Section 7.12(a) of the Agreement
    
    
    1.75 to 1.00
 II.
    
    Section 7.12(b)   Leverage Ratio.
 A.  Consolidated Funded Indebtedness at Statement Date:1.
    
    
    all obligations for borrowed money and all
obligations evidenced by bonds,
debentures, notes, loan agreements or
other similar instruments:
    
    $2.
    
    
    all direct or contingent obligations
arising under letters of credit (including
standby and commercial), bankers
acceptances, bank guaranties, surety bonds
and similar instruments:
    
    $3.
    
    
    all obligations to pay the deferred
purchase price of property or services
(other than trade accounts payable in the
ordinary course of business):
    
    $4.
    
    
    indebtedness (excluding prepaid interest
thereon) secured by a Lien on property
owned or being purchased (including
indebtedness arising under conditional
sales or other title retention
agreements), whether or not such
indebtedness shall have been assumed or is
limited in recourse:
    
    $5.
    
    
    Attributable Indebtedness in respect of
Capital Leases and Synthetic Lease
Obligations:
    
    $6.
    
    
    Guarantees of Indebtedness of types
specified in Lines II.A.1., II.A.2.,
II.A.3., II.A.4. and II.A.5. above:
    
    $7.
    
    
    Consolidated Funded Indebtedness
(Lines II.A.1. + 2. + 3. + 4. + 5. + 6.):
    
    $B. Consolidated EBITDA for Subject Period:1.
    
    
    Consolidated EBITDA for Subject Period
(See Line I.A.10.):
    
    $C. Leverage Ratio (Line II.A.7.  ̧ Line II.B.1.):
    
    
    to 1.00Minimum required  See Section 7.12(b) of the Agreement
    
    
    2.75 to 1.00




---



##### 



III.
    
    Section 7.12(c)  Asset Coverage Ratio.
 A.
    
    80% of Book Value of Accounts on the determination date:
    
    $B.
    
    60% of Book Value of Inventory on the determination date:
    
    $C.
    
    50% of Book Value of Net Fixed Assets on the determination date:
    
    $D.
    
    Consolidated Funded Indebtedness (See Line II.A.7.):
    
    $E.
    
    Outstanding Term Loans on the determination date:
    
    $F.
    
    Minimum Asset Coverage Ratio (Lines III.A. + III.B. + III.C.)
  ̧ (Lines III.D.  III.E.):
    
    
    to 1.00Minimum required  See Section 7.12(c) of the Agreement
    
    
    1.25 to 1.00




---



##### 



EXHIBIT D
 FORM OF ASSIGNMENT AND ASSUMPTION
 ASSIGNMENT AND ASSUMPTION
 Assignment and Assumption Assignor Assignee Credit Agreement
  Section
10.06
 1.
    
    Assignor:2.
    
    Assignee:
    
    [and is an Affiliate/Approved Fund of [identify Lender]1]3.
    
    Borrower(s): PowerSecure International, Inc.
 
 1
    
    Select as applicable.




---



##### 



4.
    
    Administrative Agent:
    
    Citibank, N.A., as the administrative agent under the
Credit Agreement5.
    
    Credit Agreement:
    
    The Term Credit Agreement, dated as of January 17, 2008, among
PowerSecure International, Inc., the Lenders party thereto, and
Citibank, N.A., as Administrative Agent6.
    
    Assigned Interest:
 AggregateAmount of
    
    
    Amount of
    
    
    PercentageCommitment
    
    
    Commitment
    
    
    Assigned ofFacility Assigned
    
    for all Lenders*
    
    
    Assigned*
    
    
    Commitment23
    
    $
    
    
    
    $
    
    
    
    
    
    %$
    
    
    
    $
    
    
    
    
    
    %$
    
    
    
    $
    
    
    
    
    
    %
 4
 
 
 2
    
    Set forth, to at least 9 decimals, as a
percentage of the Commitment of all Lenders thereunder.3
    
    Fill in the appropriate terminology for the
types of facilities under the Credit Agreement that are being assigned under
this Assignment (e.g. Revolving Commitment, Term Commitment, etc.).4
    
    To be completed if the Assignor and the
Assignee intend that the minimum assignment amount is to be determined as of
the Trade Date.




---



##### 



ASSIGNOR[NAME OF ASSIGNOR]By:Title:ASSIGNEE[NAME OF ASSIGNEE]By:Title: 5
  By:Title:[Consented to:]6By:Title: 
 5
    
    To be added only if the consent of the
Administrative Agent is required by the terms of the Credit Agreement.6
    
    To be added only if the consent of the
Borrower and/or other parties (e.g. L/C Issuer) is required by the terms of the
Credit Agreement.




---



##### 



Representations and Warranties
 Assignor
 Assignee Section 6.01
 Payments




---



##### 



General Provisions




---



##### 



Exhibit E
 Guaranty
 Guaranty Section 23 Additional Guarantors, Additional Guarantor, Guarantors, Guarantor
 BACKGROUND .
 Borrower Credit Agreement
   Guaranteed Parties.
 AGREEMENT .
  Guaranty




---



##### 



Guarantied Swap Contract clauses (a) (b) (c) (d) (e) Guarantied Obligations Fraudulent Transfer Laws Section 1 Section 10 Section 1
 2




---



##### 



Guaranty Absolute
         3




---



##### 



Waiver
 clauses (a) (h) Section 2
    4




---



##### 



Representations and Warranties
 Article V
  Amendments, Etc
 5




---



##### 



Addresses for Notices Section 10.02 provided
 No Waiver; Remedies
   Right of Set-off provided however provided further Section 8
 Continuing Guaranty; Transfer of Notes Release Date clause (b)
 6




---



##### 



Section 10.06 Section 7.04
 Reimbursement pro rata Section 10 Section 10
 Application of Payments. Section 8 Section 8.03
 Reinstatement; Termination Section 12
 7




---



##### 



Governing Law; Waiver of Jury Trial; Submission to Jurisdiction and Service of
Process.
 ; PROVIDED
  PARAGRAPH (b) SECTION
 Waiver of Right to Trial by Jury.
 8




---



##### 



Section Titles
 Definitions
 Execution in Counterparts
 Miscellaneous.
 Subrogation and Subordination
 Subrogation
 9




---



##### 



Section 18
 Subordination Loan Party Debt
 clause (ii)
 clause (i) provided clause (ii)
  Insolvency Proceeding
 10




---



##### 



Guarantor Insolvency
 Rate Provision provided
 Severability
 11




---



##### 



No Setoff or Deductions; Taxes Section 23
 Additional Guarantors Exhibit A Guaranty Supplement
 ENTIRE AGREEMENT
  The Remainder of This Page is Intentionally Left Blank.
 12




---



##### 



By:

/s/
Christopher T. HutterChristopher T. HutterVice President for all




---



##### 



Guaranty Supplement No. ___
 Guaranty Supplement  Guaranty Section 24 Guarantor Guarantors
 BACKGROUND
 Paragraph 24
 AGREEMENT
    PROVIDED




---



##### 



The Remainder of This Page Is Intentionally Left Blank
 2




---



##### 



ADDRESS:
    
    [ADDITIONAL GUARANTOR]By:Print Name:Attention:
    
    
    
    Print Title:




---



##### 



Exhibit F




---



##### 



TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS
    
    
    11.1 Definitions
    
    
    11.2 Additional Definitions
    
    
    9ARTICLE II GRANT
    
    
    92.1 Grant
    
    
    9ARTICLE III WARRANTIES AND REPRESENTATIONS
    
    
    103.1 Information
    
    
    103.2 Title and Lien
    
    
    103.3 Business Purposes
    
    
    103.4 Taxes
    
    
    103.5 Mailing Address
    
    
    103.6 Relationship of Grantor and Beneficiary and Secured Creditors
    
    
    103.7 No Reliance on Beneficiary or any Secured Creditor
    
    
    113.8 Environmental and Hazardous Substances
    
    
    113.9 No Litigation
    
    
    13ARTICLE IV AFFIRMATIVE COVENANTS
    
    
    134.1 Compliance with Legal Requirements
    
    
    134.2 First Lien Status
    
    
    134.3 Payment of Impositions
    
    
    134.4 Repair
    
    
    134.5 Insurance
    
    
    144.6 Inspection
    
    
    154.7 Payment for Labor and Materials
    
    
    154.8 Further Assurances and Corrections
    
    
    154.9 Tax on Deed of Trust
    
    
    154.10 Expenses
    
    
    154.11 Delivery of Contracts
    
    
    164.12 Environment and Hazardous Substances
    
    
    16ARTICLE V NEGATIVE COVENANTS
    
    
    185.1 Use Violations
    
    
    185.2 Waste; Alterations
    
    
    185.3 Replacement of Fixtures and Personalty
    
    
    185.4 Change in Zoning
    
    
    185.5 No Drilling
    
    
    185.6 No Disposition
    
    
    195.7 No Subordinate Mortgages
    
    
    195.8 Change of Entity; Address
    
    
    19
 -i-




---



##### 



TABLE OF CONTENTS
 PageARTICLE VI EVENTS OF DEFAULT
    
    
    196.1 False Representation
    
    
    196.2 No Further Encumbrances
    
    
    196.3 Disposition of Mortgaged Property and Beneficial Interest in Grantor
    
    
    196.4 Condemnation
    
    
    206.5 Destruction of Improvements
    
    
    206.6 Abandonment
    
    
    206.7 Event of Default in Loan Documents
    
    
    20ARTICLE VII REMEDIES
    
    
    207.1 Beneficiarys Remedies Upon Default
    
    
    207.2 Other Rights of Beneficiary
    
    
    277.3 Possession After Foreclosure
    
    
    287.4 Application of Proceeds
    
    
    287.5 Abandonment of Sale
    
    
    287.6 Payment of Fees
    
    
    297.7 Miscellaneous
    
    
    297.8 Waiver of Deficiency Statute
    
    
    30ARTICLE VIII SPECIAL PROVISIONS
    
    
    318.1 Condemnation Proceeds
    
    
    318.2 Insurance Proceeds
    
    
    318.3 Reserve for Impositions and Insurance Premiums
    
    
    328.4 INDEMNITY
    
    
    328.5 Subrogation
    
    
    348.6 Waiver of Setoff
    
    
    348.7 Setoff
    
    
    35ARTICLE IX ASSIGNMENT OF SPACE LEASES AND RENTS
    
    
    359.1 Assignment
    
    
    359.2 Limited License
    
    
    359.3 Enforcement of Space Leases
    
    
    359.4 No Merger of Estates
    
    
    36ARTICLE X SECURITY AGREEMENT
    
    
    3610.1 Security Interest
    
    
    3610.2 Financing Statements
    
    
    3610.3 Fixture Filing
    
    
    36ARTICLE XI CONCERNING THE TRUSTEE
    
    
    3711.1 No Required Action
    
    
    3711.2 Certain Rights
    
    
    3711.3 Retention of Money
    
    
    38
 -ii-




---



##### 



TABLE OF CONTENTS
 Page11.4 Successor Trustees
    
    
    3811.5 Perfection of Appointment
    
    
    3811.6 Succession Instruments
    
    
    3811.7 No Representation by Trustee or Beneficiary
    
    
    38ARTICLE XII MISCELLANEOUS
    
    
    3912.1 Release
    
    
    3912.2 Performance at Grantors Expense
    
    
    3912.3 Survival of Obligations
    
    
    3912.4 Recording and Filing
    
    
    3912.5 Notices
    
    
    3912.6 Covenants Running with the Land
    
    
    4012.7 Successors and Assigns
    
    
    4012.8 No Waiver; Severability
    
    
    4012.9 Counterparts
    
    
    4012.10 Applicable Law
    
    
    4112.11 Interest Provisions
    
    
    4112.12 Subrogation
    
    
    4212.13 Rights Cumulative
    
    
    4212.14 Payments
    
    
    4312.15 Exceptions to Covenants
    
    
    4312.16 Reliance
    
    
    4312.17 Change of Security
    
    
    4312.18 Headings
    
    
    4412.19 Entire Agreement; Amendment
    
    
    4412.20 Waiver of Right to Trial by Jury
    
    
    44
 -iii-




---



##### 



When recorded, return to
 
 DEED OF TRUST
 Deed of Trust Grantor Trustee
 W I T N E S S E T H
  DEFINITIONS
 Definitions
 Administrative Agent
 Beneficiary
 Charges Section 12.11(b)
 Constituent Party
 Contracts
 DEED OF TRUST - Page 1




---



##### 



Debtor Relief Laws
 Default Rate
 Disposition
 DEED OF TRUST - Page 2




---



##### 



Environmental Law CERCLA et seq RCRA et seq SARA et seq et seq CWA et
seq CAA et seq FWPCA et seq
 Event of Default Article VI
 Existing Credit Agreement
 Fixtures
 Governmental Authority
 DEED OF TRUST - Page 3




---



##### 



Grantor
 Guarantor (individually and/or collectively, as the context may require)
 Guaranty (individually and/or collectively, as the context may require)
 Hazardous Substance
 Highest Lawful Rate Section 12.11
 Impositions
 Improvements
 DEED OF TRUST - Page 4




---



##### 



Indebtedness
 Land Exhibit A
 Law
 DEED OF TRUST - Page 5




---



##### 



Legal Requirements
 License Section 9.2
 Loan Documents
 Loan Party
 Material Adverse Effect
 Minerals
 Mortgaged Property Mortgaged
Property
 DEED OF TRUST - Page 6




---



##### 



Notes:
 Obligations
 Permitted Exceptions Exhibit B
 Person
 Personalty
 Related Indebtedness Section 12.11(b)
 Release
 DEED OF TRUST - Page 7




---



##### 



Remedial Work
 Rents
 Secured Creditor
 Secured Obligations
 Space Leases
 Subordinate Mortgage
 Term Credit Agreement
 Trustee
 UCC
 DEED OF TRUST - Page 8




---



##### 



Additional Definitions
    Section 1.1
  GRANT
 Grant
 DEED OF TRUST - Page 9




---



##### 



WARRANTIES AND REPRESENTATIONS
  Information
 Title and Lien
 Business Purposes
 Taxes
 Mailing Address
 Relationship of Grantor and Beneficiary and Secured Creditors
 DEED OF TRUST - Page 10




---



##### 



No Reliance on Beneficiary or any Secured Creditor
 Environmental and Hazardous Substances
  subparagraph (a)
    DEED OF TRUST - Page 11




---



##### 



DEED OF TRUST - Page 12




---



##### 



No Litigation
  AFFIRMATIVE COVENANTS
  Compliance with Legal Requirements
 First Lien Status
 Payment of Impositions
 Repair
 DEED OF TRUST - Page 13




---



##### 



Section 5.2
 Insurance
 DEED OF TRUST - Page 14




---



##### 



Inspection
 Payment for Labor and Materials
 Further Assurances and Corrections
 Tax on Deed of Trust
 Expenses Section 12.11
 DEED OF TRUST - Page 15




---



##### 



Delivery of Contracts
 Environment and Hazardous Substances
   Supplemental Report
  DEED OF TRUST - Page 16




---



##### 



PROTECT, INDEMNIFY AND HOLD HARMLESS TRUSTEE, BENEFICIARY AND EACH SECURED
CREDITOR, THEIR RESPECTIVE PARENTS, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES,
REPRESENTATIVES, AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL LOSS, DAMAGE,
COSTS, EXPENSE, ACTION, CAUSES OF ACTION, OR LIABILITY (INCLUDING ATTORNEYS FEES AND COSTS)
(WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE,
CONTRIBUTORY OR SOLE NEGLIGENCE, AND EXCLUDING ONLY LOSSES RESULTING FROM THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT, OF ANY SUCH PERSON) DIRECTLY OR INDIRECTLY ARISING FROM OR
ATTRIBUTABLE TO THE USE, GENERATION, MANUFACTURE, PRODUCTION, STORAGE, RELEASE, THREATENED
RELEASE, DISCHARGE, DISPOSAL, OR PRESENCE OF A HAZARDOUS SUBSTANCE ON, UNDER, FROM OR ABOUT
THE MORTGAGED PROPERTY, WHETHER KNOWN OR UNKNOWN AT THE TIME OF THE EXECUTION HEREOF,
INCLUDING WITHOUT LIMITATION (I) ALL FORESEEABLE CONSEQUENTIAL DAMAGES OF ANY SUCH USE,
GENERATION, MANUFACTURE, PRODUCTION, STORAGE, RELEASE, THREATENED RELEASE, DISCHARGE,
DISPOSAL OR PRESENCE; AND (II) THE COSTS OF ANY REQUIRED OR NECESSARY ENVIRONMENTAL
INVESTIGATION OR MONITORING, ANY REPAIR, CLEANUP OR DETOXIFICATION OF THE MORTGAGED PROPERTY
AND THE PREPARATION AND IMPLEMENTATION OF ANY CLOSURE, REMEDIAL OR OTHER REQUIRED PLANS.
THIS COVENANT AND THE INDEMNITY CONTAINED HEREIN SHALL SURVIVE THE RELEASE OF ANY LIENS HELD
BY TRUSTEE, BENEFICIARY AND EACH SECURED CREDITOR ON THE MORTGAGED PROPERTY, OR THE
EXTINGUISHMENT OF SUCH LIENS BY FORECLOSURE OR ACTION IN LIEU THEREOF; AND
  DEED OF TRUST - Page 17




---



##### 



NEGATIVE COVENANTS
  Use Violations
 Waste; Alterations Sections 4.3 and 4.6
 Replacement of Fixtures and Personalty
 Change in Zoning
 No Drilling
 DEED OF TRUST - Page 18




---



##### 



No Disposition
 No Subordinate Mortgages
 Change of Entity; Address
  EVENTS OF DEFAULT
 Event of Default
 False Representation
 No Further Encumbrances
 Disposition of Mortgaged Property and Beneficial Interest in Grantor
 DEED OF TRUST - Page 19




---



##### 



Condemnation
 Destruction of Improvements
 Abandonment
 Event of Default in Loan Documents
  REMEDIES
 Beneficiarys Remedies Upon Default
 Right to Perform Grantors Covenants
 Right of Entry
 DEED OF TRUST - Page 20




---



##### 



Article VII
 Right to Accelerate
 DEED OF TRUST - Page 21




---



##### 



Foreclosure-Power of Sale
 Public Sale
 Right to Require Proof of Financial Ability and/or Cash Bid Questioned
Bidder
 DEED OF TRUST - Page 22




---



##### 



Sale Subject to Unmatured Indebtedness
 Partial Foreclosure
 Trustees Deeds
 DEED OF TRUST - Page 23




---



##### 



prima facie
 Beneficiarys Judicial Remedies
 Beneficiarys Right to Appointment of Receiver
 Beneficiarys Uniform Commercial Code Remedies
    DEED OF TRUST - Page 24




---



##### 



Section 7.4
 DEED OF TRUST - Page 25




---



##### 



prima facie
  Rights Relating to Space Leases and Rents Article IX Section 9.2 Section 7.4
 DEED OF TRUST - Page 26




---



##### 



Other Rights Section 4.7 Section 7.4
 Beneficiary as Purchaser Section 7.4
 Other Rights of Beneficiary
 DEED OF TRUST - Page 27




---



##### 



Possession After Foreclosure
 Application of Proceeds Article VII Section 8.1 Section 8.2
 Abandonment of Sale Subsection 7.1(d)
 DEED OF TRUST - Page 28




---



##### 



Payment of Fees
 Miscellaneous
     DEED OF TRUST - Page 29




---



##### 



Article VII
 Waiver of Deficiency Statute
  DEED OF TRUST - Page 30




---



##### 



subsection (a)
  SPECIAL PROVISIONS
 Condemnation Proceeds Section 7.4
 Insurance Proceeds
 DEED OF TRUST - Page 31




---



##### 



Section 7.4
 Reserve for Impositions and Insurance Premiums
 INDEMNITY . GRANTOR SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS BENEFICIARY,
TRUSTEE AND SECURED CREDITORS, THEIR PARENTS, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES,
REPRESENTATIVES, AGENTS, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ANY AND ALL LIABILITY, DAMAGE,
LOSS, COST, OR EXPENSE (INCLUDING, WITHOUT LIMITATION, ATTORNEYS FEES AND EXPENSES), ACTION, CAUSE
OF ACTION, PROCEEDING, CLAIM OR DISPUTE INCURRED OR SUFFERED BY BENEFICIARY, TRUSTEE OR A SECURED
CREDITOR, WHETHER VOLUNTARILY OR INVOLUNTARILY INCURRED OR SUFFERED, IN RESPECT OF THE FOLLOWING:
 ANY LITIGATION CONCERNING THIS DEED OF TRUST, THE OTHER LOAN DOCUMENTS OR THE
MORTGAGED PROPERTY, OR ANY INTEREST OF GRANTOR, TRUSTEE OR BENEFICIARY THEREIN, OR THE RIGHT
OF OCCUPANCY THEREOF BY GRANTOR OR BENEFICIARY, WHETHER OR NOT ANY SUCH LITIGATION IS
PROSECUTED TO A FINAL, NON-APPEALABLE JUDGMENT;
 DEED OF TRUST - Page 32




---



##### 



ANY DISPUTE, INCLUDING DISPUTES AS TO THE DISBURSEMENT OF PROCEEDS OF THE NOTES NOT
YET DISBURSED OR THE USE OF ANY PROCEEDS OF INDEBTEDNESS, AMONG OR BETWEEN ANY OF THE
CONSTITUENT PARTIES OR OTHER PARTNERS OR VENTURERS OF GRANTOR IF GRANTOR IS A GENERAL OR
LIMITED PARTNERSHIP, OR AMONG OR BETWEEN ANY EMPLOYEES, OFFICERS, DIRECTORS OR SHAREHOLDERS
OF GRANTOR IF GRANTOR IS A CORPORATION, OR AMONG OR BETWEEN ANY MEMBERS, TRUSTEES OR OTHER
RESPONSIBLE PARTIES IF GRANTOR IS AN ASSOCIATION, TRUST OR OTHER ENTITY;
 ANY ACTION TAKEN OR NOT TAKEN BY BENEFICIARY OR TRUSTEE WHICH IS ALLOWED OR
PERMITTED UNDER THIS DEED OF TRUST OR ANY OF THE OTHER LOAN DOCUMENTS RELATING TO GRANTOR,
THE MORTGAGED PROPERTY, ANY CONSTITUENT PARTIES OR OTHERWISE IN CONNECTION WITH THE LOAN
DOCUMENTS, INCLUDING WITHOUT LIMITATION, THE PROTECTION OR ENFORCEMENT OF ANY LIEN, SECURITY
INTEREST, ASSIGNMENT AND/OR ENFORCEMENT OF THE ASSIGNMENT OF LEASES AND RENTS, OR OTHER
RIGHT, REMEDY OR RECOURSE CREATED OR AFFORDED BY THIS DEED OF TRUST OR THE OTHER LOAN
DOCUMENTS;
 THE USE, GENERATION, MANUFACTURE, PRODUCTION, STORAGE, RELEASE, THREATENED RELEASE,
DISCHARGE, DISPOSAL, OR PRESENCE OF A HAZARDOUS SUBSTANCE ON, UNDER OR ABOUT THE MORTGAGED
PROPERTY, WHETHER KNOWN OR UNKNOWN AT THE TIME OF THE EXECUTION HEREOF, INCLUDING WITHOUT
LIMITATION (i) ALL FORESEEABLE CONSEQUENTIAL DAMAGES OF ANY SUCH USE, GENERATION,
MANUFACTURE, PRODUCTION, STORAGE, RELEASE, THREATENED RELEASE, DISCHARGE, DISPOSAL, OR
PRESENCE, AND (ii) THE COSTS OF ANY REQUIRED OR NECESSARY ENVIRONMENTAL INVESTIGATION OR
MONITORING, ANY REPAIR, CLEANUP, OR DETOXIFICATION OF THE MORTGAGED PROPERTY, AND THE
PREPARATION AND IMPLEMENTATION OF ANY CLOSURE, REMEDIAL, OR OTHER REQUIRED PLANS;
 THE EXERCISE OF THE RIGHTS OR REMEDIES UNDER SECTION 7.1(b) HEREOF, AND
FROM ANY AND ALL CLAIMS AND DEMANDS WHATSOEVER WHICH MAY BE ASSERTED AGAINST BENEFICIARY OR
ANY SECURED CREDITOR BY REASON OF ANY ALLEGED OBLIGATIONS OR UNDERTAKINGS ON ITS PART TO
PERFORM OR DISCHARGE ANY OF THE TERMS, COVENANTS, OR AGREEMENTS CONTAINED IN ANY SPACE
LEASE; AND
 ANY ACTION BROUGHT BY BENEFICIARY, TRUSTEE OR ANY SECURED CREDITOR AGAINST GRANTOR
UNDER THIS DEED OF
 DEED OF TRUST - Page 33




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##### 



TRUST OR THE OTHER LOAN DOCUMENTS, WHETHER OR NOT SUCH ACTION IS PROSECUTED TO A FINAL,
NON-APPEALABLE JUDGMENT.
 BENEFICIARY AND/OR TRUSTEE MAY EMPLOY AN ATTORNEY OR ATTORNEYS TO PROTEST OR ENFORCE ITS RIGHTS,
REMEDIES AND RECOURSES UNDER THIS DEED OF TRUST AND THE OTHER LOAN DOCUMENTS, AND TO ADVISE AND
DEFEND BENEFICIARY AND/OR TRUSTEE WITH RESPECT TO ANY SUCH ACTIONS AND OTHER MATTERS. GRANTOR
SHALL REIMBURSE BENEFICIARY AND/OR TRUSTEE FOR THEIR RESPECTIVE ATTORNEYS FEES AND EXPENSES
(INCLUDING EXPENSES AND COSTS FOR EXPERTS) IMMEDIATELY UPON RECEIPT OF A WRITTEN DEMAND THEREFOR,
WHETHER ON A MONTHLY OR OTHER TIME INTERVAL, AND WHETHER OR NOT AN ACTION IS ACTUALLY COMMENCED OR
CONCLUDED. ALL OTHER REIMBURSEMENT AND INDEMNITY OBLIGATIONS HEREUNDER SHALL BECOME DUE AND
PAYABLE WHEN ACTUALLY INCURRED BY BENEFICIARY AND/OR TRUSTEE. ANY PAYMENTS NOT MADE WITHIN FIVE
(5) DAYS AFTER WRITTEN DEMAND THEREFOR SHALL BEAR INTEREST AT THE DEFAULT RATE FROM THE DATE OF
SUCH DEMAND UNTIL FULLY PAID. THE PROVISIONS OF THIS SECTION 8.4 SHALL SURVIVE REPAYMENT
OF THE INDEBTEDNESS AND PERFORMANCE OF THE OBLIGATIONS, THE RELEASE OF THE LIEN OF THIS DEED OF
TRUST, ANY FORECLOSURE (OR ACTION IN LIEU OF FORECLOSURE) AND THE EXERCISE BY BENEFICIARY OF ANY
AND ALL REMEDIES SET FORTH HEREIN OR IN THE LOAN DOCUMENTS.
 Subrogation
 Waiver of Setoff
 DEED OF TRUST - Page 34




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##### 



Setoff
  ASSIGNMENT OF SPACE LEASES AND RENTS
 Assignment
 Limited License License Section 9.4
 Enforcement of Space Leases
 DEED OF TRUST - Page 35




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##### 



No Merger of Estates
  SECURITY AGREEMENT
 Security Interest Article II Article X Article II Article
IX
 Financing Statements
 Fixture Filing
 DEED OF TRUST - Page 36




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##### 



Article I Exhibit A
  CONCERNING THE TRUSTEE
 No Required Action
 Certain Rights
 DEED OF TRUST - Page 37




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##### 



Retention of Money
 Successor Trustees
 Perfection of Appointment
 Succession Instruments
 No Representation by Trustee or Beneficiary
 DEED OF TRUST - Page 38




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##### 



MISCELLANEOUS
 Release
 Performance at Grantors Expense Section
12.11
 Survival of Obligations
 Recording and Filing
 Notices
 DEED OF TRUST - Page 39




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##### 



Covenants Running with the Land
 Successors and Assigns Section 6.8
 No Waiver; Severability
 Counterparts
 DEED OF TRUST - Page 40




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##### 



Applicable Law
 Interest Provisions
 Savings Clause ab initio
 DEED OF TRUST - Page 41




---



##### 



Definitions Highest Lawful Rate Charges Related
Indebtedness
 Subrogation
 Rights Cumulative
 DEED OF TRUST - Page 42




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##### 



Payments
 Exceptions to Covenants
 Reliance Article
III
 Change of Security
 DEED OF TRUST - Page 43




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##### 



Headings
 Entire Agreement; Amendment
 Waiver of Right to Trial by Jury
  he Remainder of This Page is Intentionally Left Blank.
 DEED OF TRUST - Page 44




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##### 



POWERSECURE, INC.By:
    /s/ Christopher T. HutterChristopher T. HutterChief Financial Officer  
 
  (check one of the following and mark through all blank lines or spaces in the certificate)
 ___
    
    (I have personal knowledge of the identity of the Signatory); or___
    
    (I have seen satisfactory evidence of the Signatorys identity, by a current
state or federal identification with the Signatorys photograph in the form of:
 check one of the following)
 ___
    
    a drivers license or___
    
    in the form of ); or
 ___
    
    (a credible witness has sworn to the identity of the Signatory).
  
 Notary PublicPrint Name:[Note: Notary Public must sign exactly as on notary seal]My Commission Expires:E [NOTARY SEAL] (MUST BE FULLY LEGIBLE)
 DEED OF TRUST - Signature Page -




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##### 



Land Description
 Name of owner of fee title to Land
 EXHIBIT A, Land Description - Solo Page




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##### 



Permitted Exceptions
 [NONE]
 EXHIBIT B, Permitted Exceptions - Page 1