CONTINUING GUARANTYContinuing Guaranty • August 4th, 2010 • Solar Power, Inc. • Semiconductors & related devices • California
This Continuing Guaranty (this “Guaranty”) dated as of June 22, 2010, is made by Stephen C. Kircher, an individual (“Guarantor”), in favor of Umpqua Bank, an Oregon corporation (“Lender”).
GUARANTYGuaranty • August 4th, 2010 • Solar Power, Inc. • Semiconductors & related devices • California
This Guaranty (this “Guaranty”), dated and effective as of December 22, 2009, is made by Solar Power, Inc., a California corporation (“SPI”), William H. Hedden (“Hedden”) and Steven Kay (“Kay”) (each of SPI, Hedden and Kay is a “Guarantor” and collectively, SPI, Hedden and Kay are the “Guarantors”).
ACKNOWLEDGEMENT, CONFIRMATION AND ESTOPPEL (SPI)Acknowledgement, Confirmation and Estoppel • August 4th, 2010 • Solar Power, Inc. • Semiconductors & related devices
This Acknowledgement, Confirmation and Estoppel, dated as of June 22, 2010 (this “Estoppel”) is made by Solar Power, Inc., a California corporation (“SPI”) in favor of Umpqua Bank, an Oregon corporation (“Lender”), and is made pursuant to and in connection with (i) that certain Operations and Maintenance Agreement dated December 11, 2009 by and between SPI and Solar Tax Partners 1, LLC, a California limited liability company (“Borrower”) (the “Operations Agreement”), a copy of which is attached hereto as Exhibit A and incorporated herein by this reference; and (ii) that certain Photovoltaic System Energy Output Guaranty dated as of December 18, 2009, executed by SPI in favor of Borrower and Master Tenant 2008-C LLC, a Delaware limited liability company (“Master Tenant”) (the “Output Guaranty”), a copy of which is attached hereto as Exhibit B and incorporated herein by this reference..
ESCROW AGREEMENTEscrow Agreement • August 4th, 2010 • Solar Power, Inc. • Semiconductors & related devices • California
This ESCROW AGREEMENT (the “Escrow Agreement”) is made as of July 29, 2010, among SOLAR TAX PARTNERS 1, LLC, a California limited liability company (“STP1”), MASTER TENANT 2008-C, LLC, a Delaware limited liability company (“Master Tenant”), HEK PARTNERS, LLC, a California limited liability company (“HEK Partners”), SOLAR POWER, INC., a California corporation (“SPI”) and FIRST AMERICAN TITLE COMPANY (the “Escrow Agent”). Each of STP1, Master Tenant, HEK Partners, SPI and the Escrow Agent is referred to herein as a “Party,” and collectively as the “Parties.”
INTERCREDITOR AGREEMENTIntercreditor Agreement • August 4th, 2010 • Solar Power, Inc. • Semiconductors & related devices • California
THIS INTERCREDITOR AGREEMENT (this “Agreement”), dated as of June 22, 2010 is made among Solar Tax Partners 1, LLC, a California limited liability company (“Borrower”), Umpqua Lender, an Oregon corporation (“Lender”), Solar Power, Inc., a California corporation (“Creditor”) and HEK Partners, LLC, a California limited liability company (“Maker”).
PROMISSORY NOTEPromissory Note • August 4th, 2010 • Solar Power, Inc. • Semiconductors & related devices • California
DEPOSIT ACCOUNT PLEDGE AGREEMENT (SPI Reserve Account Pledge)Deposit Account Pledge Agreement • August 4th, 2010 • Solar Power, Inc. • Semiconductors & related devices • California
THIS DEPOSIT ACCOUNT PLEDGE AGREEMENT (this “Agreement”), dated June 22, 2010, is entered into between Solar Power, Inc., a California corporation (“Grantor”) and Umpqua Bank, an Oregon corporation (“Lender”). For valuable consideration, Grantor grants to Lender a security interest in the Collateral to secure the Indebtedness of Solar Tax Partners 1, LLC, a California limited liability company (“Borrower”) and agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights which Lender may have under the Loan Documents or by law.
STOCK PLEDGE AGREEMENT (Kircher Trust Pledge of SPI Stock)Stock Pledge Agreement • August 4th, 2010 • Solar Power, Inc. • Semiconductors & related devices • California
This Stock Pledge Agreement (this “Agreement”) is made effective June 22, 2010, by and between Stephen C. Kircher, trustee of the Kircher Family Irrevocable Trust (“Grantor”) and Umpqua Bank, an Oregon corporation (“Lender”), with reference to the following recitals:
