8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2010

SOLAR POWER, INC.

(Exact name of registrant as specified in its charter)

California	000-50142	20- 4956638
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1115 Orlando Avenue
Roseville, California 95661-5247
(Address and telephone number of principal executive offices) (Zip Code)

(916) 746-0900
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On July 29, 2010, Solar Tax Partners 1, LLC (“STP”) and Umpqua Bank (“Umpqua”) entered into a loan agreement (the “Loan Agreement”) whereby Umpqua agreed to loan $9,950,000 to STP to finance a portion of the costs of constructing, improving and equipping a photovoltaic system located on land owned by Aerojet in Rancho Cordova, California (the “Generating Facility”). The proceeds of the loan will be used to satisfy an outstanding obligation in the amount of $9,105,108 owed by STP to Solar Power, Inc. (the “Company”) for the construction of the Generating Facility under the Engineering, Procurement and Construction Agreement dated September 30, 2009 between STP and the Company (the “EPC”).

As a condition of Umpqua entering into the Loan Agreement, on July 29, 2010 the Company and Umpqua entered into the following agreements:

(1) A Deposit Account Pledge Agreement (the “Pledge Agreement”) whereby the Company would deposit $1,000,000 of the payment received from STP under the Loan Agreement into a pledged account at Umpqua as collateral for the loan made to STP. Pursuant to the Pledge Agreement, Umpqua may exercise its rights to the collateral in the event of a default as defined in the Pledge Agreement, which includes, among other things, the failure of STP to make timely payments under the Loan Agreement.

(2) An Intercreditor Agreement (the “Intercreditor Agreement”) whereby the Company agreed to subordinate an unsecured promissory note made by HEK Partners, LLC (“HEK”), the managing member of STP, dated December 22, 2009 in the amount of $3,630,164.

(3) An Acknowledgment, Confirmation and Estoppel (the “Estoppel”) whereby the Company agreed to the collateral assignment to Umpqua of the Operations and Maintenance Agreement between the Company and STP dated December 11, 2009 and amended on January 10, 2010 (the “O&M Agreement”) and the Photovoltaic System Energy Output Guaranty between the Company, STP and Master Tenant 2008-C, LLC (the “Output Guaranty”). Under the Estoppel, the Company agreed to provide Umpqua with written notice of any default or breach by the parties to the O&M Agreement or Output Guaranty and granted Umpqua certain rights to cure such default or breach under the agreements.

The description of the Pledge Agreement, Intercreditor Agreement and Estoppel are a summary only, do not purport to be complete and are qualified in their entirety by reference to the Exhibits attached hereto.

As previously disclosed in the Company’s annual and quarterly reports, on December 22, 2009 the Company entered into a guaranty whereby the Company agreed to guarantee certain obligations made by HEK to Master Tenant 2008-C, LLC (“Master Tenant”) for any deficiencies in the anticipated tax credits received by Master Tenant from the Department of Treasury under Section 1603 of the American Recovery and Reinvestment Act of 2009 to secure investment funds necessary to facilitate STP’s payment to the Company under the EPC. The Company will deposit $1,187,675 of the payment received from STP under the Loan Agreement into an escrow

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account to cover potential future obligations under the above guaranty. In the event, escrow funds are released to Master Tenant under the escrow agreement, HEK has agreed to issue a promissory note in favor of the Company evidencing HEK’s obligation to repay the Company for any funds released to Master Tenant.

Stephen C. Kircher, the Company’s Chief Executive Officer and Chairman of the Board, and his wife, Lari K. Kircher, as Co-Trustees of the Kircher Family Irrevocable Trust dated December 29, 2004 (“Trust”) is a member of HEK. The Trust made a capital contribution of $20,000 and received a 35% membership interest in HEK. Stephen C. Kircher, individually, was appointed a co-manager of HEK. Neither Stephen C. Kircher nor Lari K. Kircher are beneficiaries under the Trust. In connection with the Loan Agreement, on July 29, 2010, each of Mr. Kircher, individually, and the Trust guaranteed up to $450,000 and $1,500,000, respectively, of STP’s indebtedness and obligations under the Loan Agreement. In addition, on July 29, 2010, the Trust entered into a Stock Pledge Agreement with Umpqua whereby the Trust agreed to pledge 2,000,000 shares of the Company’s common stock that the Trust owns as security for the Trust’s guaranty. The description of the guaranties and the Stock Pledge Agreement are a summary only, do not purport to be complete and are qualified in their entirety by reference to the Exhibits attached hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.	Description
10.1	Deposit Account Pledge Agreement dated June 22, 2010
10.2	Intercreditor Agreement dated June 22, 2010
10.3	Acknowledgment, Confirmation and Estoppel dated June 22, 2010
10.4	Continuing Guaranty by Steven C. Kircher dated June 22, 2010
10.5	Continuing Guaranty by Kircher Family Irrevocable Trust dated June 22, 2010
10.6	Stock Pledge Agreement by Kircher Family Irrevocable Trust dated June 22, 2010
99.1	Guaranty dated December 22, 2009
99.2	Engineering, Procurement and Construction Agreement dated September 30, 2009
99.3	Form of Promissory Note by HEK Partners, LLC
99.4	Escrow Agreement dated July 29, 2010

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SOLAR POWER, INC. a California Corporation
Dated: August 4, 2010		/s/ Alan M. Lefko
		Alan M. Lefko
		Vice President of Finance and Secretary

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EX-10.1

Exhibit 10.1

Loan No. 68890396

DEPOSIT ACCOUNT PLEDGE AGREEMENT
(SPI Reserve Account Pledge)

     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.

     DEFINITIONS. The following words shall have the following meanings when used in this Agreement. Terms not otherwise defined in this Agreement or in the Loan Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. All references to dollar amounts shall mean amounts in lawful money of the United States of America.

     Collateral. The word “Collateral” means the following described property of Grantor, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located: Umpqua Bank deposit account No. 991976481, established in the name of Grantor (the “Deposit Account”). The Deposit Account is the “SPI Reserve Account” as such term is defined in the Loan Agreement. Grantor acknowledges that the Deposit Account is a “blocked” account and that the funds therein are available only to Lender for application to the Indebtedness as and when permitted by the Loan Documents.

     In addition, the word “Collateral” includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:

     (a) All increases, and additions to and all replacements of and substitutions for the Collateral.

     (b) All products and produce of the Collateral, including but not limited to interest.

     (c) All accounts, general intangibles, instruments, rents, monies, payments, and all other rights, arising out of a sale, lease, or other disposition of any of the Collateral.

     (d) All proceeds (including insurance proceeds) from the sale, destruction, loss, or other disposition of any of the property described in this Collateral section.

     (e) All records and data relating to any of the property described in this Collateral section, whether in the form of a writing, photograph, microfilm, microfiche, or electronic media, together with all of Grantor’s right, title, and interest in and to all computer software required to utilize, create, maintain, and process any such records or data on electronic media.

     Event of Default. The words “Event of Default” mean and include without limitation any of the Events of Default set forth in any of the Loan Documents.

Deposit Account Pledge Agreement
(SPI)

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Loan No. 68890396

     Indebtedness. The word “Indebtedness” means the indebtedness evidenced by the Note, including all principal and interest, together with all other indebtedness and costs and expenses for which Borrower is responsible under the Loan Documents. In addition, the word “Indebtedness” includes all other obligations, debts and liabilities, plus interest thereon, of Borrower to Lender, as well as all claims by Lender against Borrower whether existing now or later; whether they are voluntary or involuntary, due or not due, direct or indirect, absolute or contingent, liquidated or unliquidated; whether Borrower may be liable individually or jointly with others; whether Borrower may be obligated as guarantor, surety, accommodation party or otherwise; whether recovery upon such indebtedness may be or hereafter may become barred by any statute of limitations; and whether such indebtedness may be or hereafter may become otherwise unenforceable.

     Note. The word “Note” means that certain Promissory Note of even date herewith, executed by Borrower in favor of Lender, in the principal amount of Nine Million Nine Hundred Fifty Thousand and 00/100 Dollars ($9,950,000.00).

     Loan Agreement. The words “Loan Agreement” mean that certain Loan Agreement executed by Borrower and Lender of even date herewith, with respect to the Note and the Indebtedness.

     Loan Documents. The words “Loan Documents” means all documents evidencing, securing, or executed in connection with the Indebtedness, whether now or hereafter existing, including but not limited to the Loan Agreement, the Note, the Security Documents and this Agreement, each as they may be modified, amended, extended, renewed, superseded or substituted from time to time.

     Uniform Commercial Code. The words “Uniform Commercial Code” shall mean the California Uniform Commercial Code, as it may be amended from time to time.

     OBLIGATIONS OF GRANTOR. Grantor warrants and covenants to Lender as follows:

Perfection of Security Interest. Grantor agrees to take whatever actions are requested by Lender to create, perfect and continue Lender’s security interest in the Collateral, including but not limited to execution of signature cards, deposit account agreements and similar documents. Upon request of Lender, Grantor will deliver to Lender any and all of the documents evidencing or constituting the Collateral, and Grantor will note Lender’s interest upon any and all chattel paper if not delivered to Lender for possession by Lender. Grantor hereby appoints Lender as its irrevocable attorney-in-fact for the purpose of executing any documents necessary to create, perfect or continue the security interest granted in this Agreement. Lender may at any time, and without further authorization from Grantor, file a carbon, photographic or other reproduction of any financing statement or of this Agreement for use as a financing statement. Grantor will reimburse Lender for all expenses for the perfection and the continuation of the perfection of Lender’s security interest in the Collateral. Grantor promptly will notify Lender before any change in Grantor’s name, including any change to any assumed business names of Grantor. This

Deposit Account Pledge Agreement
(SPI)

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Loan No. 68890396

is a continuing agreement and will continue in effect until the Indebtedness is indefeasibly paid and performed in full; provided, however that: if (1) Borrower has achieved a Debt Service Coverage Ratio of not less than 1.20:1.00 as of the end of the Fourth Loan Year and the Fifth Loan Year, or if Borrower achieves a Debt Service Coverage Ratio of not less than 1.20:1.00 as of the end of each of two subsequent and consecutive Loan Years beginning with the Sixth Loan Year, and (2) at that time the Debt Service Reserve Account is fully funded in the amount of $700,000, or more, then the Lender will release its security interest in the SPI Reserve Account.

     No Violation. The execution and delivery of this Agreement will not violate any law or agreement governing Grantor or to which Grantor is a party, and its articles of incorporation and bylaws do not prohibit any term or condition of this Agreement.

     Transactions Involving Collateral. Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral. Grantor shall not pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any lien, security interest, encumbrance, or charge, other than the security interest provided for in this Agreement, without the prior written consent of Lender. This includes security interests even if junior in right to the security interests granted under this Agreement.

     Title. Grantor represents and warrants to Lender that it holds good and marketable title to the Collateral, free and clear of all liens and encumbrances except for the lien of this Agreement. No financing statement covering any of the Collateral is on file in any public office other than those which reflect the security interest created by this Agreement or to which Lender has specifically consented, and Grantor has not entered into any control agreement with any other creditor concerning the Deposit Account. Grantor shall defend Lender’s rights in the Collateral against the claims and demands of all other persons.

     Liens. Grantor will pay when due all taxes, assessments and liens upon the Collateral. Grantor may withhold any such payment or may elect to contest any lien if Grantor is in good faith conducting an appropriate proceeding to contest the obligation to pay and so long as Lender’s interest in the Collateral is not jeopardized in Lender’s sole opinion. If the Collateral is subjected to a lien which is not discharged within fifteen (15) days, Grantor shall deposit with Lender cash, a sufficient corporate surety bond, or other security satisfactory to Lender in an amount adequate to provide for the discharge of the lien plus any interest, costs, attorneys’ fees or other charges that could accrue as a result of any lien on the Collateral. In any contest Grantor shall defend itself and Lender, and shall satisfy any final adverse judgment before enforcement against the Collateral. Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings.

     Compliance with Governmental Requirements. Grantor shall comply promptly with all laws, ordinances, rules and regulations of all governmental authorities, now or hereafter in effect, applicable to the ownership, production, disposition, or use of the Collateral. Grantor may contest in good faith any such law, ordinance or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Lender’s interest in the Collateral, in Lender’s opinion, is not jeopardized.

Deposit Account Pledge Agreement
(SPI)

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Loan No. 68890396

     EXPENDITURES BY LENDER. If not discharged or paid when due, Lender may (but shall not be obligated to) discharge or pay any amounts required to be discharged or paid by Grantor under this Agreement, including without limitation all taxes, liens, security interests, encumbrances, and other claims, at any time levied or placed on the Collateral. Lender also may (but shall not be obligated to) pay all costs for insuring, maintaining and preserving the Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses shall become a part of the Indebtedness and, at Lender’s option, will: (a) be payable on demand; (b) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either: (i) the remaining term of the Note; or (ii) be treated as a balloon payment which will be due and payable at the Note’s maturity. This Agreement also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon the occurrence of an Event of Default.

     CONSENTS OF GRANTOR: The Grantor hereby unconditionally consents and agrees that, without notice to or further assent from the Grantor:

          (a) the principal amount of the Indebtedness may be increased or decreased and additional Indebtedness or obligations of the Borrower under the Loan Documents may be incurred, by one or more amendments, modifications, renewals or extensions of any Loan Document or otherwise;

          (b) the time, manner, place or terms of any payment under any Loan Document may be extended or changed, including by an increase or decrease in the interest rate on any Indebtedness or any fee or other amount payable related to the Indebtedness or under such Loan Document, by an amendment, modification or renewal of any Loan Document or otherwise;

          (c) the time for the Borrower’s (or any other Person’s) performance of or compliance with any term, covenant or agreement on its part to be performed or observed under any Loan Document may be extended, or such performance or compliance waived, or failure in or departure from such performance or compliance consented to, all in such manner and upon such terms as the Lender may deem proper;

          (d) the Lender may discharge or release, in whole or in part, any other grantor of security for the Indebtedness, or any Guarantor or other Person liable for the payment and performance of all or any part of the Indebtedness, and may permit or consent to any such action or any result of such action, and shall not be obligated to demand or enforce payment upon any of the collateral for the Indebtedness, nor shall the Lender be liable to the Grantor for any failure to collect or enforce payment or performance of the Indebtedness from any Guarantor or Person or to realize on the collateral therefor;

          (e) in addition to the collateral encumbered by the Security Documents, the Lender may take and hold other security (legal or equitable) of any kind, at any time, as collateral for the Indebtedness, and may, from time to time, in whole or in part, exchange, sell, surrender, release, subordinate, modify, waive, rescind, compromise or extend such security and may permit

Deposit Account Pledge Agreement
(SPI)

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Loan No. 68890396

or consent to any such action or the result of any such action, and may apply such security and direct the order or manner of sale thereof;

          (f) the Lender may request and accept other guaranties of the Indebtedness and any other obligations or liabilities of the Borrower to the Lender and may, from time to time, in whole or in part, surrender, release, subordinate, modify, waive, rescind, compromise or extend any such guaranty and may permit or consent to any such action or the result of any such action; and

          (g) the Lender may exercise, or waive or otherwise refrain from exercising, any other right, remedy, power or privilege (including the right to accelerate the maturity of any Indebtedness and any power of sale) granted by any Loan Document or Security Document or agreement, or otherwise available to the Lender, with respect to the Indebtedness, any of the collateral or other security for any or all of the Indebtedness, even if the exercise of such right, remedy, power or privilege affects or eliminates any right of subrogation or any other right of the Grantor against the Borrower;

     all as the Lender may deem advisable, and all without impairing, abridging, releasing or affecting this Agreement.

     GRANTOR WAIVERS.

          (a) Grantor waives and agrees not to assert:

               (i) any right to require the Lender to marshal assets in favor of the Borrower, the Grantor, any Guarantor or any other Person, to proceed against the Borrower, any other grantor of collateral for the Indebtedness or any Guarantor or other Person, to proceed against or exhaust any of the collateral or any other security held for the Indebtedness, to give notice of the terms, time and place of any public or private sale of personal property security constituting the collateral or any other collateral or security for the Indebtedness or comply with any other provisions of §9504 of the Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of the Lender whatsoever;

               (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Indebtedness;

               (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of the Borrower, the Grantor, any Guarantor, or any other Person;

               (iv) any defense based upon the Lender or Trustee’s errors or omissions in the administration of the Indebtedness;

               (v) any rights to set-offs and counterclaims;

Deposit Account Pledge Agreement
(SPI)

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Loan No. 68890396

               (vi) (A) the Grantor’s rights of subrogation, reimbursement, indemnification, and contribution and (B) any other rights and defenses that are or may become available to the Grantor by reason of California Civil Code Sections 2787 to 2855, inclusive;

               (vii) any rights or defenses the Grantor may have in respect of its obligations as a grantor of collateral for the Indebtedness, a guarantor or other surety by reason of any election of remedies by the creditor;

               (viii) any rights or defenses Grantor may have because the Loan obligation is secured by real property or an estate for years. These rights or defenses include, but are not limited to, any rights or defenses that are based upon directly or indirectly, the application of Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure to the Loan;

               (ix) any rights or defenses that Grantor may have because the Loan is secured by real property. This means, among other things: (A) Lender may collect from Grantor without first foreclosing on any real or personal property collateral pledged by Borrower; and (B) If Lender forecloses on any real property collateral pledged by Borrower: (1) The amount of the Indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (2) Lender may collect from Grantor even if Lender or Trustee, by foreclosing on the real property collateral, has destroyed any right Grantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Grantor may have because the Borrower’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure;

               (x) any rights or defenses arising out of an election of remedies by the creditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Indebtedness has destroyed the Grantor’s rights of subrogation and reimbursement against the principal by the operation of California Code of Civil Procedure Section 580d or otherwise; and

               (xi) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Agreement.

          (b) The Grantor waives any and all notice of the acceptance of this Agreement, and any and all notice of the creation, renewal, modification, extension or accrual of the Indebtedness, or the reliance by the Lender upon this Agreement, or the exercise of any right, power or privilege hereunder. The Indebtedness shall conclusively be deemed to have been created, contracted, incurred and permitted to exist in reliance upon this Agreement. The Grantor waives promptness, diligence, presentment, protest, demand for payment, notice of default, dishonor or nonpayment and all other notices to or upon the Borrower, the Grantor or any guarantor or other person with respect to the Indebtedness.

Deposit Account Pledge Agreement
(SPI)

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Loan No. 68890396

          (c) The obligations of the Grantor hereunder are independent of and separate from the obligations of the Borrower, and any other guarantor and upon the occurrence and during the continuance of any Event of Default, a separate action or actions may be taken or brought against the Grantor to foreclose this Agreement, whether or not the Borrower or any Guarantor or any other grantor of collateral for the Indebtedness is joined therein or a separate action or actions are brought against the Borrower , any Guarantor, or any other Grantor.

          (d) The Grantor shall not have any right to require the Lender to obtain or disclose any information with respect to: (i) the financial condition or character of the Borrower or the ability of the Borrower to pay and perform the Indebtedness; (ii) the Indebtedness; (iii) the collateral or other security for any or all of the Indebtedness; (iv) the existence or nonexistence of any other guarantees of all or any part of the Indebtedness; (v) any action or inaction on the part of the Lender or any other Person; or (vi) any other matter, fact or occurrence whatsoever.

          (e) The Grantor shall not have, shall not directly or indirectly exercise, and hereby subordinates to the rights of Lender and Borrower, (i) any rights that it may acquire by way of subrogation under this Agreement, by any payment hereunder or otherwise, (ii) any rights of contribution, indemnification, reimbursement or similar suretyship claims arising out of this Agreement, and (iii) any other right which it might otherwise have or acquire (in any way whatsoever) which could entitle it at any time to share or participate in any right, remedy or security of the Lender as against the Borrower, other Grantor, or any guarantor, whether in connection with any of the Loan Documents or otherwise. If any amount shall be paid to the Grantor on account of the foregoing rights at any time when all the Indebtedness shall not have been paid in full, such amount shall be held in trust for the benefit of the Lender and shall forthwith be paid to the Lender to be credited and applied to the Indebtedness, whether matured or unmatured, in accordance with the terms of the Loan Documents.

     EVENTS OF DEFAULT. The occurrence of any of the following shall constitute an event of default hereunder (“Event of Default”):

          (a) If any representation or warranty of Grantor contained in this Assignment is found to be untrue or misleading in any material respect;

          (b) If Grantor shall fail to pay when due or to observe or perform any other material obligation, term covenant, condition, representation, or warranty contained in the PBI Agreement subject to any applicable notice and cure periods; and

          (c) The occurrence of any Event of Default under the Loan Agreement, or any of the Loan Documents.

Upon the occurrence of any Event of Default hereunder, Assignee may take any action Assignee may deem necessary to protect its security, and may exercise any of its rights or remedies set forth in the Loan Documents, or otherwise available at law or in equity. All such rights and remedies of Assignee shall be cumulative.

Deposit Account Pledge Agreement
(SPI)

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Loan No. 68890396

     RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter, Lender shall have all the rights of a secured party under the California Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies:

     Appoint Receiver. To the extent permitted by applicable law, Lender shall have the following rights and remedies regarding the appointment of a receiver: (a) Lender may have a receiver appointed as a matter of right; (b) the receiver may be an employee of Lender and may serve without bond; and (c) all fees of the receiver and his or her attorney shall become part of the Indebtedness secured by this Agreement and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid.

     Collect Revenues, Apply Accounts. Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from the Collateral, including but not limited to interest. Lender may at any time in its discretion transfer any Collateral into its own name or that of its nominee and receive the payments, rents, income, and revenues therefrom and hold the same as security for the Indebtedness or apply it to payment of the Indebtedness in such order of preference as Lender may determine. If the Collateral is applied to the Indebtedness, the amount applied shall be the principal balance of the Deposit Account and all accrued interest not previously paid to Grantor, less any penalties for early withdrawal or similar changes. Insofar as the Collateral consists of accounts, general intangibles, insurance policies, instruments, chattel paper, choses in action, or similar property, Lender may demand, collect, receipt for, settle, compromise, adjust, sue for, foreclose, or realize on the Collateral as Lender may determine, whether or not Indebtedness or Collateral is then due. For these purposes, Lender may, on behalf of and in the name of Grantor, receive, open and dispose of mail addressed to Grantor; change any address to which mail and payments are to be sent; and endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to payment, shipment, or storage of any Collateral.

     Obtain Deficiency. If Lender chooses to sell or realize on any or all of the Collateral, Lender may obtain a judgment against Borrower for any deficiency remaining on the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this Agreement.

     Other Rights and Remedies. Lender shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, as may be amended from time to time. In addition, Lender shall have and may exercise any or all other rights and remedies it may have available at law, in equity, or otherwise.

     Cumulative Remedies. All of Lender’s rights and remedies, whether evidenced by this Agreement or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Agreement, after Grantor’s failure to perform, shall not affect Lender’s right to declare a default and to exercise its remedies.

Deposit Account Pledge Agreement
(SPI)

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Loan No. 68890396

     MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement:

     Amendments. This Agreement, together with any Loan Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.

     Applicable Law. This Agreement has been delivered to Lender and accepted by Lender in the State of California. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

     Attorneys’ Fees; Expenses. Grantor agrees to pay upon demand all of Lender’s reasonable costs and expenses, including attorneys’ fees and Lender’s legal expenses, incurred in connection with the enforcement of this Agreement outside of a judicial or quasi-judicial proceeding. Lender may pay someone else to help enforce this Agreement in that manner and Grantor shall pay the costs and expenses of such enforcement. In the event of any action, proceeding, or arbitration arising out of or in connection with this Agreement, whether or not pursued to judgment, the prevailing party shall be entitled, in addition to all other relief, to recover its costs and reasonable attorneys’ fees, including those incurred in any case, action, proceeding or claim under the Federal Bankruptcy Code or any successor statute. Costs and expenses include attorneys’ fees, legal expenses, expert witness and consulting fees whether or not there is a lawsuit, including attorneys’ fees, costs and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, or post-judgment collection services or proceedings.

     Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement.

     Notices. Any notice to be given or other document to be delivered by any party to the other or others hereunder, may be delivered in person to an officer of any party, or transmitted via facsimile with receipt confirmed by telephone, or by Federal Express or other similar overnight delivery service, overnight charges prepaid, and addressed to the party for whom intended, as follows:

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To Lender:		Umpqua Bank Attn: Ed Jensen One Capitol Mall, Suite 600 Sacramento, CA 95814 Facsimile: (916) 556-1570
	with a copy to:
		Kraft Opich, LLP 7509 Madison Avenue, Suite 111 Citrus Heights, CA 95610 Attention: Martha Evensen Opich Facsimile: (916) 880-3045
To Grantor:		Solar Power, Inc. 1115 Orlando Avenue Roseville, CA 95661 Facsimile: (916) 721-0478
	with a copy to:
		Weintraub Genshlea Chediak 400 Capitol Mall, 11th Floor Sacramento, CA 95814 Attn: David Adams Facsimile: (916) 446-1611

     Power of Attorney. Grantor hereby appoints Lender as its true and lawful attorney-in-fact, irrevocably, with full power of substitution to do the following: (a) to demand, collect, receive receipt for, sue and recover all sums of money or other property which may now or hereafter become due, owing or payable from the Collateral; (b) to execute, sign and endorse any and all claims, instruments, receipts, checks, drafts or warrants issued in payment for the Collateral; (c) to settle or compromise any and all claims arising under the Collateral, and, in the place and stead of Grantor, to execute and deliver its release and settlement for the claim; and (d) to file any claim or claims or to take any action or institute or take part in any proceedings, either in its own name or in the name of Grantor, or otherwise, which in the discretion of Lender may seem to be necessary or advisable. This power is given as security for the Indebtedness, and the authority hereby conferred is and shall be irrevocable and shall remain in full force and effect until renounced by Lender.

     Preference Payments. Any monies Lender pays because of an asserted preference claim in Grantor’s or Borrower’s bankruptcy will become a part of the Indebtedness and, at Lender’s option, shall be payable by Grantor or Borrower as provided above in the “Expenditures By Lender” paragraph.

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     Severability. If a court of competent jurisdiction finds any provision of this Agreement to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances. If feasible, any such offending provision shall be deemed to be modified to be within the limits of enforceability or validity; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Agreement in all other respects shall remain valid and enforceable.

     Successor Interests. Subject to the limitations set forth above on transfer of the Collateral, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns.

     Waiver. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender’s right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender’s rights or of any of Grantor’s obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.

     Waiver of Co-obligor’s Rights. If more than one person is obligated for the Indebtedness, Grantor irrevocably waives, disclaims and relinquishes all claims against such other person which Grantor has or would otherwise have by virtue of payment of the Indebtedness or any part thereof specifically including but not limited to all rights of indemnity, contribution or exoneration.

     Jury Trial Waiver. Grantor waives any right to trial by jury with respect to any action or proceeding brought by Borrower, Lender, or any other Person relating to the Loan, the Loan Documents, this Agreement or any understandings or prior dealings between the parties.

GRANTOR AGREES THAT THIS AGREEMENT CONSTITUTES A WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY PURSUANT TO THE PROVISIONS OF CODE OF CIVIL PROCEDURE § 631 AND GRANTOR DOES CONSTITUTE AND APPOINT LENDER ITS TRUE AND LAWFUL ATTORNEY-IN-FACT (THE APPOINTMENT BEING COUPLED WITH AN INTEREST) AND GRANTOR DOES AUTHORIZE AND EMPOWER ASSIGNEE, IN THE NAME, PLACE, AND STEAD OF GRANTOR, TO FILE THIS LOAN AGREEMENT WITH THE CLERK OR JUDGE OF ANY COURT OF COMPETENT JURISDICTION AS A STATUTORY WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY.

Initials:                      [Insert initials of parties].

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     Judicial Reference Provision: In the event the Jury Trial Waiver set forth above is not enforceable, the parties elect to proceed under this Judicial Reference Provision.

     (a) With the exception of the items specified in clause (c), below, any controversy, dispute or claim (each, a “Claim”) between the parties arising out of or relating to the Loan or this Agreement or any other document, instrument or agreement between the undersigned parties (collectively in this Section, the “Bank Documents”), will be resolved by a reference proceeding in California in accordance with the provisions of Sections 638 et seq. of the California Code of Civil Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim, including whether the Claim is subject to the reference proceeding. Except as otherwise provided in the Bank Documents, venue for the reference proceeding will be in the state or federal court in the county or district where the real property involved in the action, if any, is located or in the state or federal court in the county or district where venue is otherwise appropriate under applicable law (the “Court").

     (b) The matters that shall not be subject to a reference are the following: (i) nonjudicial foreclosure of any security interests in real or personal property, (ii) exercise of self-help remedies (including, without limitation, set-off), (iii) appointment of a receiver and (iv) temporary, provisional or ancillary remedies (including, without limitation, writs of attachment, writs of possession, temporary restraining orders or preliminary injunctions). This reference provision does not limit the right of any party to exercise or oppose any of the rights and remedies described in clauses (i) and (ii) or to seek or oppose from a court of competent jurisdiction any of the items described in clauses (iii) and (iv). The exercise of, or opposition to, any of those items does not waive the right of any party to a reference pursuant to this reference provision as provided herein.

     (c) The referee shall be a retired judge or justice selected by mutual written agreement of the parties. If the parties do not agree within ten (10) days of a written request to do so by any party, then, upon request of any party, the referee shall be selected by the Presiding Judge of the Court (or his or her representative). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not granted. Pursuant to CCP § 170.6, each party shall have one peremptory challenge to the referee selected by the Presiding Judge of the Court (or his or her representative).

     (d) The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change in the time periods specified herein for good cause shown, to (i) set the matter for a status and trial-setting conference within fifteen (15) days after the date of selection of the referee, (ii) if practicable, try all issues of law or fact within one hundred twenty (120) days after the date of the conference and (iii) report a statement of decision within twenty (20) days after the matter has been submitted for decision.

     (e) The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a party’s failure to provide requested discovery for any reason whatsoever. Unless

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otherwise ordered based upon good cause shown, no party shall be entitled to “priority” in conducting discovery, depositions may be taken by either party upon seven (7) days written notice, and all other discovery shall be responded to within fifteen (15) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding.

     (f) Except as expressly set forth herein, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of the transcript. The party making such a request shall have the obligation to arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing party, the parties will equally share the cost of the referee and the court reporter at trial.

     (g) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a court proceeding, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision at the close of the reference proceeding, which disposes of all claims of the parties that are the subject of the reference. Pursuant to CCP § 644, such decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court and any such decision will be final, binding and conclusive. The parties reserve the right to appeal from the final judgment or order or from any appealable decision or order entered by the referee. The parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision.

     (h) If the enabling legislation, which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or justice, in accordance with the California Arbitration Act §1280 through §1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding.

     (i) THE PARTIES RECOGNIZE AND AGREE THAT ALL CONTROVERSIES, DISPUTES AND CLAIMS RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS, HIS OR HER OWN CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL

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BENEFIT OF ALL PARTIES, AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY CONTROVERSY, DISPUTE OR CLAIM BETWEEN OR AMONG THEM ARISING OUT OF OR IN ANY WAY RELATED TO, THE LOAN OR THIS AGREEMENT, OR THE OTHER BANK DOCUMENTS.

     Initials:                      [Insert initials of parties].

     USA Patriot Act Notice. Lender hereby notifies Grantor that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies Grantor, which information includes the name and address of Grantor and other information that will allow Lender to identify Grantor in accordance with the Act.

[Signatures Follow on Next Page(s)]

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     Whereupon, this Deposit Account Pledge Agreement is entered into as of the date first above written

GRANTOR:

Solar Power, Inc.,
a California corporation

By:	/s/ Stephen C. Kircher
	Its:	CEO

LENDER:

Umpqua Bank, an Oregon corporation

By:	/s/ Ed Jensen
	Ed Jensen
	Senior Vice President

EX-10.2

Exhibit 10.2

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INTERCREDITOR AGREEMENT

          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”).

RECITALS

     A. Creditor and Borrower are parties to that certain Engineering, Procurement and Construction Agreement dated September 30, 2009 (the “EPC”), pursuant to which Creditor constructed and delivered to Borrower a photovoltaic solar generating facility (the “Generating Facility”). In consideration for the construction of the Generating Facility, Borrower agreed to pay certain sums to Creditor.

     B. Maker is the manager of Borrower. As part of Maker’s capital contribution to Borrower, Maker agreed to assume a portion of Borrower’s obligations to Creditor under the EPC. Maker’s obligation to Creditor in this regard is evidenced by a Promissory Note dated December 22, 2009 in the original principal amount of Three Million Six Hundred Thirty Thousand One Hundred Sixty-Four and 00/100 Dollars ($3,630,164.00) (the “Subordinated Note”). The Subordinated Note is unsecured. In connection with Creditor’s acceptance of the Subordinated Note from Maker, Creditor has executed and delivered a release of a portion of Borrower’s payment obligations to Creditor under the EPC pursuant to Section 8.10 of the Amended and Restated Operating Agreement of Borrower.

     C. Borrower and Lender are parties to a Loan Agreement dated as of June _, 2010 (as it may be amended, modified, renewed, extended or replaced from time to time, the “Senior Loan Agreement”), pursuant to which Lender has agreed to extend a loan in the original principal amount of Nine Million Nine Hundred Fifty Thousand and 00/100 Dollars ($9,950,000.00) to Borrower (the “Senior Loan”). The Senior Loan is also evidenced by a Promissory Note of even date with the Senior Loan Agreement in the original principal amount of Nine Million Nine Hundred Fifty Thousand and 00/100 Dollars ($9,950,000.00) (the “Senior Note”).

     D. It is a condition to Lender’s willingness to make the Senior Loan and to accept the Senior Note that Creditor execute and deliver this Agreement to provide for the subordination of Maker’s obligations to Creditor under the Subordinated Note to the payment and performance of Borrower’s obligations to Creditor under the Senior Note and the other Senior Loan Documents. Upon the terms and subject to the conditions set forth in this Agreement, Creditor has agreed to the subordination of Borrower’s indebtedness to it. Creditor will derive substantial direct and indirect value from Lender’s making the Loan to Borrower, in that Loan funds will be applied by Borrower to pay a portion of the indebtedness owed by Borrower to Creditor under the EPC.

     Whereupon, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

SECTION 1. Definitions; Interpretation.

     (a) Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

     “Creditor Collateral” means any property now existing or hereafter acquired (including any property of Borrower) which may at any time be or become subject to a security interest, lien, charge or encumbrance of any kind (collectively, a “Lien”) in favor of any Creditor securing payment and performance of the Subordinated Debt.

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     “Senior Debt” means all indebtedness, liabilities and other obligations of Borrower to Lender, whether created under, arising out of or in connection with the Senior Loan Documents or otherwise, including all interest accrued thereon, all fees (including attorneys fees) due under the Senior Loan Documents and all other amounts payable by Borrower to Lender thereunder or in connection therewith, whether now existing or hereafter arising, and whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or undetermined.

     “Senior Loan Documents” means the Senior Loan Agreement, the Senior Note and all other contracts, agreements, instruments and other documents (including all amendments, modifications and supplements thereto) executed and delivered in connection with the Senior Loan at any time.

     “Subordinated Debt” means all indebtedness, liabilities and other obligations of Maker to Creditor, whether now existing or hereafter arising, and whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including all principal on the Subordinated Note, all interest accrued thereon, all fees and all other amounts payable by Maker to Creditor under or in connection with the Subordinated Note and any other documents or instruments related thereto.

     “Subordinated Debt Payment” means any payment or distribution by or on behalf of Maker, directly or indirectly, of assets of Maker of any kind or character, whether in cash, property or securities, including on account of the purchase, redemption or other acquisition of Subordinated Debt, as a result of any collection, sale or other disposition of collateral, or by setoff, exchange or in any other manner, for or on account of the Subordinated Debt.

     (b) Interpretation. In this Agreement, except to the extent the context otherwise requires:

          (i) Any reference in this Agreement to an Article, a Section, a Schedule or an Exhibit is a reference to an article hereof, a section hereof, a schedule hereto or an exhibit hereto, respectively, and to a subsection hereof or a clause hereof is, unless otherwise stated, a reference to a subsection or a clause of the Section or subsection in which the reference appears.

          (ii) The words “hereof,” “herein,” “hereto,” “hereunder” and the like mean and refer to this Agreement as a whole and not merely to the specific Article, Section, subsection, paragraph or clause in which the respective word appears.

          (iii) The meaning of defined terms shall be equally applicable to both the singular and plural forms of the terms defined.

          (iv) The words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation”.

          (v) References to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto.

          (vi) References to statutes or regulations are to be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation referred to.

          (vii) The captions and headings are for convenience of reference only and shall not affect the construction of this Agreement.

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SECTION 2. Agreement of Subordination.

     (a) Subordination to Payment of Senior Debt. All payments on account of the Subordinated Debt shall be subject, subordinate and junior, in right of payment and exercise of remedies, to the extent and in the manner set forth herein, to the prior payment in full in cash or cash equivalents of the Senior Debt.

     (b) Subordination of Liens. The Subordinated Debt is, and at all times shall remain, unsecured. In the event, however, that Creditor acquires or obtains a Lien of any kind on any Creditor Collateral, then all Liens of any Creditor on any Creditor Collateral shall be subject, subordinate and junior in all respects and at all times to the Liens now or hereafter existing of Lender therein, regardless of the time or order of attachment or perfection of such Liens, the time or order of filing of financing statements, the acquisition of purchase money or other Liens, the time of giving or failure to give notice of the acquisition or expected acquisition of any purchase money or other Liens, or any other circumstances whatsoever.

SECTION 3. Payments on Subordinated Debt.

     (a) Permitted Payments. Prior to the occurrence of any Event of Default (as defined in the Senior Loan Documents),Maker may make, and Creditor shall be entitled to accept and receive, only regularly scheduled payments on account of principal of and interest on the Subordinated Debt, in accordance with the terms of the Subordinated Note. Maker shall in no event make, and Creditor shall in no event accept or receive, any prepayments on account of the Subordinated Debt.

     (b) No Payment Upon Senior Debt Defaults. Upon the occurrence of any Event of Default, and until such Event of Default is cured by Borrower or waived by Lender, Maker shall not make, and Creditor shall not accept or receive, any Subordinated Debt Payment.

SECTION 4. Subordination of Remedies. As long as any Senior Debt shall remain outstanding and unpaid, Creditor shall not, without the prior written consent of Lender:

     (a) accelerate, make demand or otherwise make due and payable prior to the original stated maturity thereof any Subordinated Debt or bring suit or institute any other actions or proceedings to enforce its rights or interests under or in respect of any of the Subordinated Note; or

     (b) exercise any rights under or with respect to (i) any guaranties of the Subordinated Debt, or (ii) any Creditor Collateral, including causing or compelling the pledge or delivery of any Creditor Collateral, any attachment of, levy upon, execution against, foreclosure upon or the taking of other action against or institution of other proceedings with respect to any Creditor Collateral, notifying any account debtors of Maker or Borrower, or asserting any claim or interest in any insurance with respect to Creditor Collateral, or attempt to do any of the foregoing; or

     (c) exercise any rights to set-offs and counterclaims in respect of any indebtedness, liabilities or obligations of Creditor to Maker or Borrower against any of the Subordinated Debt; or

     (d) commence, or cause to be commenced, or join with any creditor other than Lender in commencing, any Bankruptcy, insolvency or receivership proceeding against Maker or Borrower; or

     (e) assert that any default by Maker with respect to the Subordinated Debt has the effect of reviving or reinstating any obligations of Borrower to Creditor under the EPC.

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SECTION 5. Payment Over to Lender. In the event that, notwithstanding the provisions of Sections 3 and 4, any Subordinated Debt Payment shall be received by a Creditor in contravention of such Sections 3 and 4 before all Senior Debt is paid in full in cash or cash equivalents, such Subordinated Debt Payments shall be held in trust for the benefit of Lender and shall be paid over or delivered to Lender for application to the payment in full in cash or cash equivalents of all Senior Debt remaining unpaid to the extent necessary to give effect to such Sections 3 and 4, after giving effect to any concurrent payments or distributions to Lender in respect of the Senior Debt.

SECTION 6. Representations and Warranties. Creditor represents and warrants to Lender that:

     (a) Organization and Powers. Creditor has all requisite power and authority to execute, deliver and perform its obligations under this Agreement.

     (b) Authorization; No Conflict. The execution, delivery and performance by Creditor of this Agreement has been duly authorized by all necessary action of Creditor and do not and will not contravene the terms of the articles of incorporation or bylaws under which Creditor was formed and is operating. The execution, delivery and performance by each Creditor of this Agreement do not and will not (i) result in a breach of or constitute a default under any indenture or loan or any other agreement, lease or instrument to which Creditor is a party or by which it or its properties may be bound or affected, or (ii) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree or the like binding on or affecting Creditor.

     (c) Binding Obligation. This Agreement constitutes the legal, valid and binding obligation of Creditor, enforceable against Creditor in accordance with its terms.

     (d) Consents. No authorization, consent, approval, license, exemption of, or filing or registration with, any governmental authority, or approval or consent of any other person or entity, is required for the due execution, delivery or performance by Creditor of this Agreement.

     (e) No Prior Assignment. Creditor has not previously assigned any interest in the Subordinated Debt or any Creditor Collateral; no person or entity other than Creditor owns an interest in the Subordinated Debt or Creditor Collateral (whether as joint holders of the Subordinated Debt, participants or otherwise); and the entire Subordinated Debt is owing only to Creditor.

     (f) Independent Investigation. The Creditor hereby acknowledges that it has undertaken its own independent investigation of the financial condition of Borrower and Maker and of all other matters pertaining to this Agreement and further acknowledges that it is not relying in any manner upon any representation or statement of Lender with respect thereto. The Creditor represents and warrants that it is aware of the terms of the Senior Loan Documents and that it is in a position to obtain, and it hereby assumes full responsibility for obtaining, any additional information concerning the financial condition of Borrower and Maker and any other matters pertinent hereto or thereto that Creditor may desire. The Creditor is not relying upon or expecting Lender to furnish to Creditor any information now or hereafter in Lender’s possession concerning the financial condition of Borrower or Maker, or any other matter.

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SECTION 7. Certain Agreements of Creditor.

     (a) Not Third Party Beneficiaries. The Creditor understands that there may be various agreements between Lender and Borrower evidencing and governing the Senior Debt, and Creditor acknowledges and agree that it is not a third party beneficiary of such agreements and that Lender shall have no obligation to Creditor or any other person or entity to exercise any rights, enforce any remedies, or take any actions which may be available to them under such agreements.

     (b) No Interference. The Creditor acknowledges that Borrower has granted Lender a security interest in certain of Borrower’s assets and agrees not to interfere with or in any manner oppose a disposition of any collateral by Lender in accordance with applicable law.

     (c) Reliance by Lender. The Creditor acknowledges and agrees that Lender will have relied upon and will continue to rely upon the subordination provisions provided for herein and the other provisions hereof in entering into the Senior Loan Agreement and extending the Senior Loan.

     (d) Waivers. The Creditor waives any and all notice of the incurrence of the Senior Debt or any part thereof and any right to require marshalling of assets.

     (e) Obligations of Creditor Not Affected. The Creditor agrees that at any time and from time to time, without notice to or the consent of Creditor, without incurring responsibility to Creditor, and without impairing or releasing the subordination provided for herein or otherwise impairing the rights of Lender hereunder:

          (i) the time for Borrower’s performance of or compliance with any of its agreements contained in the Senior Loan Agreement or any other Loan Document may be extended or such performance or compliance may be waived by Lender;

          (ii) the agreements of Borrower with respect to the Senior Loan Documents may from time to time be modified by Borrower and Lender for the purpose of adding any requirements thereto or changing in any manner the rights and obligations of Borrower and Lender thereunder;

          (iii) the manner, place or terms for payment of Senior Debt or any portion thereof may be altered or the terms for payment extended, or the Senior Debt may be increased or renewed in whole or in part;

          (iv) the maturity of the Senior Debt may be accelerated in accordance with the terms of any present or future agreement by Borrower and Lender;

          (v) any collateral may be sold, exchanged, released or substituted and any Lien in favor of Lender may be terminated, subordinated or fail to be perfected or become unperfected;

          (vi) any person or entity liable in any manner for Senior Debt may be discharged, released or substituted; and

          (vii) all other rights against Borrower, any other person or entity or with respect to any collateral may be exercised (or Lender may waive or refrain from exercising such rights).

     (f) Rights of Lender Not to Be Impaired. No right of Lender to enforce the subordination provided for herein or to exercise its other rights hereunder shall at any time in any way be prejudiced or impaired by any act or failure to act by Borrower or Lender hereunder or under or in connection with the other Senior Loan

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Documents or by any noncompliance by Borrower with the terms and provisions and covenants herein or in any other Senior Loan Document, regardless of any knowledge thereof Lender may have or otherwise be charged with.

     (g) Financial Condition of Borrower and Maker. The Creditor shall not have any right to require Lender to obtain or disclose any information with respect to: (i) the financial condition or character of Borrower or Maker or the ability of Borrower to pay and perform Senior Debt; (ii) the Senior Debt; (iii) the collateral or other security for any or all of the Senior Debt; (iv) the existence or nonexistence of any guarantees of, or any other subordination agreements with respect to, all or any part of the Senior Debt; (v) any action or inaction on the part of Lender or any other person or entity; or (vi) any other matter, fact or occurrence whatsoever.

SECTION 8. Subrogation.

     (a) Subrogation. Until the payment and performance in full of all Senior Debt, Creditor shall not have, and shall not directly or indirectly exercise, rights, if any, that it may acquire by way of subrogation under this Agreement, by any payment or distribution to Lender hereunder or otherwise. Upon the payment and performance in full of all Senior Debt, Creditor shall be subrogated to the rights of Lender to receive payments or distributions applicable to the Senior Debt until the Subordinated Debt shall be paid in full. For the purposes of the foregoing subrogation, no payments or distributions to Lender of any cash, property or securities to which Creditor would be entitled except for the provisions of Section 3 or 4 shall, as among Borrower, its Creditor (other than Lender) and Creditor, be deemed to be a payment by Borrower to or on account of the Senior Debt.

     (b) Payments Over to Creditor. If any payment or distribution to which Creditor would otherwise have been entitled but for the provisions of Section 3 or 4 shall have been applied pursuant to the provisions of Section 3 or 4 to the payment of all amounts payable under the Senior Debt, Creditor shall be entitled to receive from Lender any payments or distributions received by Lender in excess of the amount sufficient to pay in full all amounts payable under or in respect of the Senior Debt. If any such excess payment is made to Lender, Lender shall promptly remit such excess to Creditor for the benefit of Creditor and Creditor shall then promptly apply such amounts in accordance with the terms of the Subordinated Note.

SECTION 9. Continuing Agreement; Reinstatement.

     (a) Continuing Agreement. This Agreement is a continuing agreement of subordination and shall continue in effect and be binding upon Creditor until payment and performance in full of the Senior Debt and termination of Lender’s obligations under the Senior Loan Agreement. The subordinations, agreements and priorities set forth herein shall remain in full force and effect regardless of whether any party hereto in the future seeks to rescind, amend, terminate or reform, by litigation or otherwise, its respective agreements with Borrower.

     (b) Reinstatement. This Agreement shall continue to be effective or shall be reinstated, as the case may be, if, for any reason, any payment of the Senior Debt by or on behalf of Borrower shall be rescinded or must otherwise be restored by Lender.

SECTION 10. Payments. The Creditor shall make each payment hereunder, unconditionally in full without set-off, counterclaim or other defense, on the day when due in Dollars and in same day or immediately available funds, to Lender at its office located at One Capitol Mall, Suite 600, Sacramento, California 95814, or to such other office of Lender as Lender from time to time shall designate in a written notice to Creditor.

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SECTION 11. Transfer of Subordinated Debt. The Creditor may not assign or transfer its rights and obligations under the Subordinated Note or any interest in the Subordinated Debt or Creditor Collateral without the prior written consent of Lender, and any such transferee or assignee, as a condition to acquiring the Subordinated Note or interest in the Subordinated Debt or Creditor Collateral shall agree to be bound hereby, in form satisfactory to Lender.

SECTION 12. Amendments of Subordinated Debt. Neither Maker nor Creditor shall, without the prior written consent of Lender, agree to or permit any amendment, modification or waiver of any material provisions of the Subordinated Note or any other agreement relating to any Subordinated Debt (including any amendment, modification or waiver pursuant to an exchange of other securities or instruments for outstanding Subordinated Debt) if the effect of such amendment, modification or waiver is to: (i) increase the interest rate on the Subordinated Debt or change (to earlier dates) the dates upon which principal and interest are due thereon; (ii) alter the redemption, prepayment or subordination provisions thereof; (iii) alter the covenants and events of default in a manner which would make such provisions more onerous or restrictive to Borrower or any subsidiary; or (iv) otherwise increase the obligations of Maker in respect of the Subordinated Debt or confer additional rights upon Creditor which individually or in the aggregate would be adverse to Borrower, Maker or Lender.

SECTION 13. Obligations of Maker Not Affected. The provisions of this Agreement are intended solely for the purpose of defining the relative rights against Borrower and Maker of Creditor, on the one hand, and Lender, on the other hand. Nothing contained in this Agreement shall impair, as between Maker and Creditor, the obligation of Maker to pay the principal of or interest on the Subordinated Note and its other obligations with respect to the Subordinated Debt as and when the same shall become due and payable in accordance with the terms thereof.

SECTION 14. Endorsement of Subordinated Note; Further Assurances and Additional Acts.

     (a) Endorsement of Subordinated Note. At the request of Lender, the Subordinated Note and all other documents and instruments evidencing any of the Subordinated Debt shall be endorsed with a legend noting that the Subordinated Note and such other documents and instruments are subject to this Agreement, and Creditor shall promptly deliver to Lender evidence of the same.

     (b) Further Assurances and Additional Acts. Each of Creditor, Maker and Borrower shall execute, acknowledge, deliver, file, notarize and register at its own expense all such further agreements, instruments, certificates, financing statements, documents and assurances, and perform such acts as Lender shall deem necessary or appropriate to effectuate the purposes of this Agreement, and promptly provide Lender with evidence of the foregoing satisfactory in form and substance to Lender.

SECTION 15. Notices. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including by facsimile transmission) and shall be mailed, sent or delivered at or to the address or facsimile number of the respective party or parties set forth below, or at or to such other address or facsimile number as such party or parties shall have designated in a written notice to the other party or parties. All such notices and communications shall be effective (i) if delivered by hand, when delivered; (ii) if sent by mail, upon the earlier of the date of receipt or five business days after deposit in the mail, first class, postage prepaid; and (iii) if sent by facsimile transmission, when sent.

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To Lender:	Umpqua Bank
	Attn: Ed Jensen
	One Capitol Mall, Suite 600
	Sacramento, CA 95814
	Facsimile: (916) 556-1570
With a copy to:	Kraft Opich, LLP
	7509 Madison Avenue, Suite 111
	Citrus Heights, CA 95610
	Attention: Martha Evensen Opich
	Facsimile: (916) 880-3045
To Borrower	Solar Tax Partners 1, LLC
	1838 15th Street
	San Francisco, CA 94103
	Facsimile: (415) 512-9277
With a copy to:	Greystone Renewable Energy Fund 2008-A LLC
	152 West 57th Street, 60th Floor
	New York, NY 10019
	Attn: Steven Shoukry
	Facsimile: (212) 649-9701
And:	Solar Power, Inc.
	1115 Orlando Avenue
	Roseville, CA 95661
	Attn:
	Facsimile: (916) 649-9701
To Maker:	HEK Partners, LLC
	1838 15th Street
	San Francisco, CA 94103
With a copy to:	Solar Power, Inc.
	1115 Orlando Avenue
	Roseville, CA 95661
	Facsimile: (916) 649-9701
To Creditor:	Solar Power, Inc.
	1115 Orlando Avenue
	Roseville, CA 95661
	Attn:
	Facsimile: (916) 649-9701
With a copy to:	Weintraub Genshlea Chediak
	400 Capitol Mall, Suite 1100
	Sacramento, CA 95814
	Attn: David C. Adams
	Facsimile: (916) 446-1611

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SECTION 16. No Waiver; Cumulative Remedies. No failure on the part of Lender to exercise, and no delay in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights and remedies under this Agreement are cumulative and not exclusive of any rights, remedies, powers and privileges that may otherwise be available to Lender.

SECTION 17. Costs and Expenses.

     (a) Payments by Borrower. Borrower agrees to pay to Lender on demand the reasonable out-of-pocket costs and expenses of Lender, and the reasonable fees and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the negotiation, preparation, execution, delivery and administration of this Agreement, and any amendments, modifications or waivers of the terms thereof.

     (b) Payments by Borrower and Creditor. Each of Borrower and Creditor jointly and severally agrees to pay to Lender on demand all costs and expenses of Lender, and the fees and disbursements of counsel (including allocated costs of internal counsel), in connection with the enforcement or attempted enforcement of, and preservation of rights or interests under, this Agreement, including any losses, costs and expenses sustained by Lender as a result of any failure by Creditor to perform or observe its obligations contained in this Agreement.

SECTION 18. Survival. All covenants, agreements, representations and warranties made in this Agreement shall, except to the extent otherwise provided herein, survive the execution and delivery of this Agreement, and shall continue in full force and effect so long as any Senior Debt remains unpaid. Without limiting the generality of the foregoing, the obligations of Borrower and Creditor under Section 17 shall survive the satisfaction of the Senior Debt and the termination of the line of credit.

SECTION 19. Benefits of Agreement. This Agreement is entered into for the sole protection and benefit of the parties hereto and their respective successors and assigns, and no other person or entity shall be a direct or indirect beneficiary of, or shall have any direct or indirect cause of action or claim in connection with, this Agreement.

SECTION 20. Binding Effect. This Agreement shall be binding upon, inure to the benefit of and be enforceable by Borrower, each Creditor and Lender and its respective successors and assigns.

SECTION 21. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of California.

SECTION 22. Dispute Resolution.

     (a) Jury Trial Waiver. Borrower waives any right to trial by jury with respect to any action or proceeding relating to the Loan or the Loan Documents, or any understandings or prior dealings between the parties.

THE PARTIES ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED UNDER CERTAIN CIRCUMSTANCES. TO THE EXTENT PERMITTED BY LAW, EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS, HIS OR HER CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE INDEBTEDNESS, AND ANY OF

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THE LOAN DOCUMENTS, OR ANY OTHER DOCUMENT, INSTRUMENT OR AGREEMENT BETWEEN THE UNDERSIGNED PARTIES.

Initials:                      [Insert initials of parties].

     (b) Judicial Reference Provision.

          (i) In the event the Jury Trial Waiver set forth above is not enforceable, the parties elect to proceed under this Judicial Reference Provision.

          (ii) With the exception of the items specified in clause (c), below, any controversy, dispute or claim (each, a “Claim”) between the parties arising out of or relating to the Loan or this Agreement or any other document, instrument or agreement between the undersigned parties (collectively in this Section, the “Bank Documents”), will be resolved by a reference proceeding in California in accordance with the provisions of Sections 638 et seq. of the California Code of Civil Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim, including whether the Claim is subject to the reference proceeding. Except as otherwise provided in the Bank Documents, venue for the reference proceeding will be in the state or federal court in the county or district where the real property involved in the action, if any, is located or in the state or federal court in the county or district where venue is otherwise appropriate under applicable law (the “Court").

          (iii) The matters that shall not be subject to a reference are the following: (i) nonjudicial foreclosure of any security interests in real or personal property, (ii) exercise of self-help remedies (including, without limitation, set-off), (iii) appointment of a receiver and (iv) temporary, provisional or ancillary remedies (including, without limitation, writs of attachment, writs of possession, temporary restraining orders or preliminary injunctions). This reference provision does not limit the right of any party to exercise or oppose any of the rights and remedies described in clauses (i) and (ii) or to seek or oppose from a court of competent jurisdiction any of the items described in clauses (iii) and (iv). The exercise of, or opposition to, any of those items does not waive the right of any party to a reference pursuant to this reference provision as provided herein.

          (iv) The referee shall be a retired judge or justice selected by mutual written agreement of the parties. If the parties do not agree within ten (10) days of a written request to do so by any party, then, upon request of any party, the referee shall be selected by the Presiding Judge of the Court (or his or her representative). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not granted. Pursuant to CCP § 170.6, each party shall have one peremptory challenge to the referee selected by the Presiding Judge of the Court (or his or her representative).

          (v) The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change in the time periods specified herein for good cause shown, to (i) set the matter for a status and trial-setting conference within fifteen (15) days after the date of selection of the referee, (ii) if practicable, try all issues of law or fact within one hundred twenty (120) days after the date of the conference and (iii) report a statement of decision within twenty (20) days after the matter has been submitted for decision.

          (vi) The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a party’s failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered based upon good cause shown, no party shall be entitled to “priority” in conducting discovery, depositions may be taken by either party upon seven (7) days written notice, and all other discovery shall be responded to within fifteen (15) days after service. All

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disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding.

          (vii) Except as expressly set forth herein, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of the transcript. The party making such a request shall have the obligation to arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing party, the parties will equally share the cost of the referee and the court reporter at trial.

          (viii) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a court proceeding, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision at the close of the reference proceeding, which disposes of all claims of the parties that are the subject of the reference. Pursuant to CCP §644, such decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court and any such decision will be final, binding and conclusive. The parties reserve the right to appeal from the final judgment or order or from any appealable decision or order entered by the referee. The parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision.

          (ix) If the enabling legislation, which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or justice, in accordance with the California Arbitration Act §1280 through §1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding.

          (x) THE PARTIES RECOGNIZE AND AGREE THAT ALL CONTROVERSIES, DISPUTES AND CLAIMS RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS, HIS OR HER OWN CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY CONTROVERSY, DISPUTE OR CLAIM BETWEEN OR AMONG THEM ARISING OUT OF OR IN ANY WAY RELATED TO, THE LOAN OR THIS AGREEMENT, OR THE OTHER BANK DOCUMENTS.

     Initials:                      [Insert initials of parties].

SECTION 23. Entire Agreement; Amendments and Waivers.

     (a) Entire Agreement. This Agreement constitutes the entire agreement of Borrower, Maker, Lender and Creditor with respect to the matters set forth herein and supersedes any prior agreements, commitments, drafts, communications, discussions and understandings, oral or written, with respect thereto. There are no conditions to the full effectiveness of this Agreement.

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     (b) Amendments and Waivers. This Agreement may not be amended except by a writing signed by Borrower, Maker, Creditor and Lender. No waiver of any rights of Lender under any provision of this Agreement or consent to any departure by Creditor, Maker or Borrower therefrom shall be effective unless in writing and signed by Lender. Any such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

SECTION 24. Conflicts. In case of any conflict or inconsistency between any terms of this Agreement, on the one hand, and the Subordinated Note or any other document or instrument relating to the Subordinated Debt, on the other hand, then the terms of this Agreement shall control.

SECTION 25. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under all applicable laws and regulations. If, however, any provision of this Agreement shall be prohibited by or invalid under any such law or regulation in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law or regulation, or, if for any reason it is not deemed so modified, it shall be ineffective and invalid only to the extent of such prohibition or invalidity without affecting the remaining provisions of this Agreement or the validity or effectiveness of such provision in any other jurisdiction.

SECTION 26. Interpretation. This Agreement is the result of negotiations between and has been reviewed by counsel to Lender, Maker, Creditor, Borrower and other parties, and is the product of all parties hereto. Accordingly, this Agreement shall not be construed against Lender merely because of Lender’s involvement in the preparation thereof.

SECTION 27. Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

SECTION 28. Termination of Agreement. Upon payment and performance in full of the Senior Debt and the termination of the line of credit thereunder, this Agreement shall terminate and Lender shall promptly execute and deliver to Borrower. Maker and Creditor such documents and instruments as shall be necessary to evidence such termination; provided, however, that the obligations of Borrower and Creditor under Section 17 shall survive such termination.

(Signatures begin on the following page)

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     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

BORROWER:

Solar Tax Partners 1, LLC, a California limited liability company

	By:	HEK Partners, LLC, a California limited liability company
	Its:	Managing Member
		By:	/s/ William Hedden
			WILLIAM HEDDEN, Manager
		By:	/s/ Steven Kay
			STEVEN KAY, Manager
		By:	/s/ Stephen C. Kircher
			STEPHEN C. KIRCHER, Manager
MAKER:
HEK Partners, LLC, a California limited liability company
	By:	/s/ William Hedden
		WILLIAM HEDDEN, Manager
	By:	/s/ Steven Kay
		STEVEN KAY, Manager
	By:	/s/ Stephen C. Kircher
		STEPHEN C. KIRCHER, Manager
CREDITOR:
Solar Power, Inc.,
a California corporation
	By:	/s/ Stephen C. Kircher
	Its:	CEO
LENDER:
Umpqua Bank,
an Oregon corporation
	By:	/s/ Ed Jensen
		Ed Jensen
		Senior Vice President

EX-10.3

Exhibit 10.3

Loan No. 68890396

ACKNOWLEDGEMENT, CONFIRMATION AND ESTOPPEL
(SPI)

     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..

     SPI acknowledges that it has been advised that Borrower has applied to Lender for a loan (the “Loan”) to be secured by, among other collateral, a collateral assignment of Borrower’s rights under the Operations Agreement (the “Operations Agreement Assignment”), and Borrower’s and Master Tenant’s rights under the Output Guaranty (the “Output Guaranty Assignment”). At the request of Lender, and in order to induce Lender to make the Loan, SPI certifies and represents to Lender as follows:

A. Operations Agreement

     1. The Operations Agreement is in full force and effect, and has not been amended. Neither SPI nor, to the actual knowledge of SPI, Borrower, is in default under the Operations Agreement, nor has any event or condition occurred that, with the giving of notice or the passage of time, would constitute a default under the Operations Agreement or entitle SPI to cease providing services and otherwise performing its obligations under the Operations Agreement.

     2. SPI acknowledges and consents to the Operations Agreement Assignment to secure Borrower’s obligations to Lender under the Loan.

     3. To the actual knowledge of SPI, there is no existing lease, mortgage, security interest or other interest in or lien which could attach to the Operations Agreement other than the Operations Agreement Assignment.

     4. SPI agrees that it shall give written notice to Lender (the “Default Notice”) of any event or circumstance that would entitle SPI to terminate the Operations Agreement or to suspend its services thereunder on the basis of any default or alleged default by Borrower (a) so long as any monetary default (i.e., a default that may be cured by the mere payment of money to SPI or a third person) is cured within thirty (30) calendar days after the date of delivery of the Default Notice; or (b) in the case of a Non-Curable Default, so long as Lender, within thirty (30) calendar days of delivery of the Default Notice, cures any monetary default(s) and also commences, and thereafter diligently prosecutes to completion, such efforts as may be necessary for it to obtain control of the SEF (as defined in the Operations Agreement), which may include foreclosure under the deed of trust executed by Borrower, as trustor, for the benefit of Lender, as beneficiary, to further secure the Loan (the “Deed of Trust”), either judicially or by power of sale, or to obtain a deed in lieu of such foreclosure. Non-Curable Defaults include, but are not limited to, any defaults that cannot be cured by Lender, the filing of any bankruptcy proceedings by or on behalf of Borrower (whether the proceedings are voluntary or involuntary), Borrower’s general assignment for the benefit of creditors, or appointment of a receiver for Borrower or any of its assets. All cure periods afforded Lender under this provision shall be suspended during the pendency of any writ, order, or injunction of any court, or the automatic stay of proceedings imposed by bankruptcy law, which

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effectively prevent Lender from commencing or prosecuting a foreclosure under the Deed of Trust, or taking any other action necessary to cure any default under the Operations Agreement or to succeed to the interests of Borrower under the Operations Agreement. Upon the completion of foreclosure proceedings or an assignment in lieu thereof, all Non-Curable Defaults will be deemed waived by SPI. Lender has no obligation to cure any defaults or events of default of Borrower under the Operations Agreement, only the right to do so. SPI agrees to accept the cure of a Borrower default by Lender.

     5. SPI agrees that, notwithstanding that Lender may succeed to the rights or obligations of Borrower under the Operations Agreement, Lender shall not be obligated to indemnify SPI with respect to any claims arising out of events, conditions or circumstances that came into existence or occurred prior to the date that Lender succeeded to the rights or obligations of Borrower under the Operations Agreement.

     6. SPI agrees that by Lender’s acceptance of this Estoppel and the Operations Agreement Assignment, Lender has not become personally liable under the terms and obligations of the Operations Agreement and Lender will not become so liable unless and until it assumes said obligations and is recognized by SPI as the Owner under said Operations Agreement and shall be liable only so long as Lender maintains ownership of the estate conferred by the Operations Agreement.

     7. SPI acknowledges and agrees that should Lender succeed to any of the obligations of Borrower under the Operations Agreement, Lender shall have the right to further assign those rights and obligations to one or more persons or entities having the capacity to perform the obligations of Borrower under the Operations Agreement.

B. Output Guaranty.

     1. The Output Guaranty is in full force and effect, and has not been amended. No event or condition has occurred that, with the giving of notice or the passage of time, would entitle SPI to terminate the Output Guaranty or cease performance of its obligations under the Output Guaranty.

     2. SPI acknowledges and consents to the Output Guaranty Assignment to secure Borrower’s obligations to Lender under the Loan.

     3. To the actual knowledge of SPI, there is no existing lease, mortgage, security interest or other interest in or lien which could attach to the Output Guaranty other than the Output Guaranty Assignment.

     4. SPI agrees that it shall give written notice to Lender (the “Default Notice”) of any event or circumstance that would entitle SPI to terminate the Output Guaranty or to cease performance of its obligations thereunder on the basis of any default or alleged default by Borrower or Master Tenant (a) so long as any monetary default (i.e., a default that may be cured by the mere payment of money to SPI or a third person) is cured within thirty (30) calendar days after the date of delivery of the Default Notice; or (b) in the case of a Non-Curable Default, so long as Lender, within thirty (30) calendar days of delivery of the Default Notice, cures any monetary default(s) and also commences, and thereafter diligently prosecutes to completion, such efforts as may be necessary for it to obtain control of the PV System (as defined in the Output Guaranty), which may include foreclosure under the deed of trust executed by Borrower, as trustor, for the benefit of Lender, as beneficiary, to further secure the Loan (the “Deed of Trust”), either judicially or by power of sale, or to obtain a deed in lieu of such foreclosure. Non-Curable Defaults include, but are not limited to, any defaults that cannot be cured by Lender, the filing of any bankruptcy proceedings by or on behalf of Borrower or Master Tenant (whether the proceedings are voluntary or involuntary), Borrower’s or Master Tenant’s general assignment for the benefit of creditors, or appointment of a receiver for Borrower or Master Tenant, or for any of their respective assets. All cure

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periods afforded Lender under this provision shall be suspended during the pendency of any writ, order, or injunction of any court, or the automatic stay of proceedings imposed by bankruptcy law, which effectively prevent Lender from commencing or prosecuting a foreclosure under the Deed of Trust, or taking any other action necessary to cure any default under the Output Guaranty or to succeed to the interests of Borrower and/or Master Tenant under the Output Guaranty. Upon the completion of foreclosure proceedings or an assignment in lieu thereof, all Non-Curable Defaults will be deemed waived by SPI. Lender has no obligation to cure any defaults or events of default of Borrower or Master Tenant under the Output Guaranty, only the right to do so. SPI agrees to accept the cure of a Borrower default or a Master Tenant default by Lender.

     5. SPI acknowledges and agrees that should Lender succeed to any of the rights or obligations of Borrower or Master Tenant under the Output Guaranty, Lender shall have the right to further assign those rights to one or more persons or entities having the capacity to perform the obligations of Borrower or Master Tenant under the Output Guaranty.

C. General Provisions

     1. As used in this Estoppel, the term “actual knowledge of SPI” shall mean the actual knowledge of those officers or agents of SPI responsible for management of SPI’s rights and responsibilities under the Operations Agreement and the Output Guaranty, after diligent inquiry.

     2. All notices required to be given by SPI to Lender may be delivered in person to the below-named officer, or transmitted via facsimile with receipt confirmed by telephone, or by Federal Express or other similar overnight delivery service, overnight charges prepaid, and addressed as follows:

	Umpqua Bank
	Attn: Ed Jensen
	One Capitol Mall, Suite 600
	Sacramento, CA 95814
	Facsimile: (916) 556-1570
With a copy to:	Kraft Opich, LLP
	7509 Madison Avenue, Suite 111
	Citrus Heights, CA 95610
	Attention: Martha Evensen Opich
	Facsimile: (916) 880-3045

[Signatures appear on following page]

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     Whereupon, this Estoppel is executed as of the date first above written.

Solar Power, Inc., a California corporation
By:	/s/ Stephen C. Kircher
	Its: CEO

EX-10.4

Exhibit 10.4

Loan No. 68890396

CONTINUING GUARANTY

     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”).

RECITALS

     A. Solar Tax Partners 1, LLC, a California limited liability company (“Borrower”), has applied to Lender for a loan of Nine Million Nine Hundred Fifty Thousand and 00/100 Dollars ($9,950,000.00) (“Loan”), subject to the terms and conditions of that certain Loan Agreement (“Loan Agreement”) dated as of the same date as this Guaranty.

     B. The Loan will be evidenced by that certain Promissory Note dated as of the same date as this Guaranty executed by Borrower in favor of Lender in the principal amount of Nine Million Nine Hundred Fifty Thousand and 00/100 Dollars ($9,950,000.00) (“Note”).

     C. The Note will be secured by, among other security, the Security Documents (as defined in the Loan Agreement), including but not limited to the Easement Deed of Trust, Assignment of Rents and Agreements, Security Agreement and Fixture Filing dated as of the same date as this Guaranty (“Deed of Trust”) executed by Borrower in favor of Lender covering the real property described in the Deed of Trust (“Property”).

     D. As a condition to making the Loan, Lender has required that Borrower execute and deliver an Unsecured Environmental Indemnity of Borrower (the “Environmental Indemnity”).

     E. The Guarantor will derive substantial and direct benefit from Lender’s making the Loan.

     F. As a condition to making the Loan, Lender has required that Guarantor execute and deliver this Guaranty.

     Now, therefore, in order to induce Lender to enter into the Loan Agreement and to make the Loan, and in consideration thereof, Guarantor hereby agrees as follows:

     1. Guaranty.

     Guarantor absolutely and unconditionally guarantees the punctual payment when due, whether at stated maturity, by acceleration, or otherwise, of all indebtedness and obligations of Borrower now or later existing under the Note, the Deed of Trust, the other Security Documents, Loan Agreement and the other Loan Documents (defined in the Loan Agreement) and the Environmental Indemnity, whether for principal, interest, fees, expenses, or otherwise including, without limitation, all real property taxes and assessments affecting the Property, all costs and expenses, including insurance premiums, of maintaining in full force all policies of insurance required pursuant to the Deed of Trust, all costs and expenses, including repair and maintenance costs, required in order to maintain the Property in the condition required under the Deed of Trust and all indebtedness and obligations incurred by Borrower under the indemnity provisions of the Environmental Indemnity. The terms “indebtedness” and “obligations” are used in their most comprehensive sense and include all debts, obligations, and liabilities of Borrower incurred or created, with or without notice to Guarantor, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether Borrower is liable individually or jointly with others, and whether recovery on any indebtedness or obligations is now or later becomes barred by any statute of limitations or is or later

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becomes otherwise unenforceable, or shall be an allowed or disallowed claim under the Bankruptcy Code or other applicable law. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantor in connection with this Guaranty shall hereinafter be collectively referred to as the “Obligations.”

          Notwithstanding the foregoing, the liability of Guarantor under this Guaranty shall initially be limited to the principal amount of Four Hundred Fifty Thousand and 00/100 Dollars ($450,000.00), subject to reduction as follows:

          (i) Between the Closing and the end of the Fourth Loan Year, for each Loan Year in which a Debt Service Coverage Ratio of not less than 1.20:1.00 is achieved, the maximum principal amount of Guarantor’s liability under this Guaranty shall be reduced by Seventy-Five Thousand and 00/100 Dollars ($75,000.00), effective on the first day of the following Loan Year. By way of example, if Borrower achieves a Debt Service Coverage Ratio of not less than 1.20:1.00 during the First, Second, Third and Fourth Loan Years, the maximum principal amount of Guarantor’s liability under this Guaranty during the Fifth Loan Year will be One Hundred Thousand and 00/100 Dollars ($100,000.00). In no event shall the maximum principal amount of Guarantor’s liability under this Guaranty during the Fifth Loan Year be less than One Hundred Thousand and 00/100 Dollars ($100,000.00).

          (ii) If (1) Borrower has achieved a Debt Service Coverage Ratio of not less than 1.20:1.00 as of the end of each of the Fourth Loan Year and the Fifth Loan Year, or if Borrower achieves a Debt Service Coverage Ratio of not less than 1.20:1.00 as of the end of each of two subsequent and consecutive Loan Years beginning with the Sixth Loan Year, and (2) at that time the Debt Service Reserve is fully funded in the amount of $700,000, or more, then the Lender will release Kircher from further liability under this Guaranty.

     2. Guaranty Absolute

     (a) Guarantor guarantees that the Obligations will be paid and performed strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation, or order now or later in effect in any jurisdiction affecting any of the terms or the rights of Lender with respect to that. The liability of Guarantor under this Guaranty will be irrevocable, absolute and unconditional irrespective of:

     (i) any lack of validity or enforceability of any of the Loan Documents (or any other agreement or instrument relating to the Loan Documents) or any of the Obligations against Borrower, Guarantor, or any other guarantor;

     (ii) any change in the time, manner, or place of payment of, or in any other term of, any of the Obligations, or any other amendment or waiver of or any consent to departure from any of the Loan Documents or any Obligation, including, without limitation, changes in the terms of disbursement of the Loan proceeds or repayment, modifications, extensions (including extensions beyond and after the original term), or renewals of payment dates, changes in interest rate, the cancellation or surrender of any Loan Document or the advancement of additional funds by Lender in its discretion, or the assignment of any Loan Document;

     (iii) any exchange, release, or nonperfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for any of the Obligations; or

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     (iv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, Borrower in respect of the Obligations of Guarantor under this Guaranty.

     (b) Regardless of any termination of this Guaranty or the cancellation of the Note or any other agreement evidencing the Obligations, if at any time any payment of any of the Obligations (from any source) is rescinded, repaid, or must otherwise be returned by Lender due to the insolvency, bankruptcy, or reorganization of Borrower or Guarantor, or for any other circumstance, this Guaranty will continue to be effective or be reinstated, as the case may be, as though that payment had not been made.

     3. Guaranty Independent; Waivers

     (a) Guarantor agrees that:

     (i) the obligations under this Guaranty are joint and several and are independent of and in addition to the undertakings of Borrower pursuant to the Loan Documents, any evidence of indebtedness issued in connection with the Loan, any deed of trust or security agreement given to secure the Loan, any other guaranties given in connection with the Loan, and any other obligations of Guarantor to Lender, subject to the maximum amount of Guarantor’s liability under this Guaranty and the reduction of such principal amounts as set forth in Section 1 above;

     (ii) a separate action may be brought to enforce the provisions of this Guaranty whether Borrower is a party in any action or not;

     (iii) Lender may at any time, or from time to time, in its sole discretion:

     (A) extend or change the time of payment or performance or the manner, place, or terms of payment or performance of any of the Obligations;

     (B) exchange, release, or surrender any of the collateral security, or any part of it, by whomever deposited, which is now or may later be held by Lender in connection with any of the Obligations;

     (C) sell or purchase any of the collateral at public or private sale, or at any broker’s board, in the manner permitted by law, and after all costs and expenses of every kind for collection, sale, or delivery, the net proceeds of any sale may be applied by Lender on any of the Obligations; and

     (D) settle or compromise with Borrower, or any other person liable, any of the Obligations, or subordinate the payment of it, or any part of it, to the payment of any other debts or claims, that may at any time be due or owing to Lender or any other person or entity;

     (iv) Lender will be under no obligation to marshal any assets in favor of Borrower or Guarantor or in payment of any of the Obligations; and

     (v) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon the Lender’s exercise or enforcement of any remedy it may have against the Borrower or any other person, or against any collateral for the Loan or other security for any Obligations.

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     (b) Guarantor waives:

     (i) presentment, demand, protest, notice of acceptance, notice of dishonor, notice of nonperformance, and any other notice with respect to any of the Obligations and this Guaranty, and promptness in commencing suit against any party, or in giving any notice to or making any claim or demand on Guarantor;

     (ii) any right to require Lender to proceed against Borrower or any other guarantor, proceed against or exhaust any security held from Borrower or any other guarantor, or pursue any remedy in Lender’s power;

     (iii) any defense based on any legal disability or other defense of Borrower, any other guarantor, or other person or by reason of the cessation or limitation of the liability of Borrower from any cause other than full payment of all sums payable under the Note and the performance of the other Obligations;

     (iv) any defense based on any lack of authority of the officers, directors, partners, or agents purporting to act on behalf of Borrower or any principal of Borrower or any defect in the formation of Borrower or any principal of Borrower;

     (v) to the fullest extent permitted by law, all rights and benefits under Civil Code § 2809 purporting to reduce a guarantor’s obligations in proportion to the principal obligation;

     (vi) any defense based on the application by Borrower of the proceeds of the Loan for purposes other than the purposes represented by Borrower to Lender or intended or understood by Lender or Guarantor, or based on Lender’s acts or omissions in administration of the Loan;

     (vii) any defense it may acquire by reason of Lender’s election of any remedy against it or Borrower or both, including, without limitation, election by Lender to exercise its rights under the power of sale in the Deed of Trust and the consequent loss by Guarantor of the right to recover any deficiency from Borrower;

     (viii) any defense based on Lender’s failure to disclose to Guarantor any information concerning Borrower’s financial condition or any other circumstances bearing on Borrower’s ability to pay all sums payable under the Note or any of the other Obligations or on Lender’s failure to disclose any information with respect to the Obligations, the collateral for the Loan or other Security for any or all Obligations, the existence or nonexistence of any other guarantees of all or any part of the Obligations, any action or inaction on the part of the Lender or any other Loan Party, or any other matter, fact, or occurrence whatsoever;

     (ix) any defense based on any statute or rule of law that provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal;

     (x) any defense based on Lender’s election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute;

     (xi) any defense based on any borrowing or any grant of a security interest under § 364 of the Federal Bankruptcy Code;

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     (xii) any right of subrogation, contribution, or reimbursement against Borrower, any right to enforce any remedy that Lender has or may in the future have against Borrower, any other right that Lender may now or later acquire against Borrower that arises from the existence or performance of Guarantor’s obligations under this Guaranty or would arise with respect to the Obligations, and any benefit of, and any right to participate in, any security for the Obligations now or in the future held by Lender;

     (xiii) the benefit of any statute of limitations affecting the liability of Guarantor or the enforcement of the Guaranty, including, without limitation, any rights arising under Code of Civil Procedure § 359.5;

     (xiv) any rights to setoffs or counterclaims on Borrower’s or Guarantor’s part; and

     (xv) to the fullest extent permitted by law, all rights and benefits under Code of Civil Procedure § 580a, purporting to limit the amount of any deficiency judgment that might be recoverable following the occurrence of a trustee’s sale under a deed of trust; Code of Civil Procedure § 580b, stating that no deficiency may be recovered on a real property purchase money obligation; and Code of Civil Procedure § 580d, stating that no deficiency may be recovered on a note secured by a deed of trust on real property in case the real property is sold under the power of sale contained in the deed of trust, if those statutory sections have any application.

     (c) Guarantor waives all rights and defenses that Guarantor may have because Borrower’s debt is secured by real property. This means, among other things:

     (i) The Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower.

     (ii) If Lender forecloses on any real property collateral pledged by Borrower:

     (A) The amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price.

     (B) Lender may collect from the Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right the Guarantor may have to collect from Borrower.

     This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because Borrower’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Sections 580a, 580b, 580d, or 726 of the California Code of Civil Procedure.

     Guarantor waives all rights and defenses arising out of an election of remedies by the Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the Guarantor’s rights of subrogation and reimbursement against Borrower by the operation of Section 580d of the California Code of Civil Procedure or otherwise.

     (d) Guarantor agrees that the payment of all sums payable under the Note or any of the other Obligations or any other act that tolls any statute of limitations applicable to the Note or the other

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Obligations will similarly operate to toll the statute of limitations applicable to Guarantor’s liability. Without limiting the generality of the foregoing or any other provision of this Guaranty, Guarantor expressly waives all benefits that might otherwise be available to Guarantor under Civil Code §§ 2809, 2810, 2819, 2839, 2845, 2849, 2850, 2899, and 3433 and Code of Civil Procedure §§ 580a, 580b, 580d, and 726, or similar sections.

     4. Does Not Supersede Other Guaranties. The obligations of Guarantor will be in addition to any obligations of Guarantor under any other guaranties of the Obligations or any obligations of Borrower or any other persons or entities previously given or later to be given to Lender, and this Guaranty will not affect or invalidate any other guaranties. The liability of Guarantor to Lender will at all times be deemed to be the aggregate liability of Guarantor under the terms of this Guaranty and of any other guaranties previously or later given by Guarantor to Lender.

     5. Representations and Warranties. Guarantor represents and warrants as follows:

     (a) Guarantor has the requisite power and authority to execute and deliver this Guaranty, and thus, even if the guaranty is not enforceable as a contract, it may be enforceable on a theory of equitable estoppel.

     (b) Guarantor is an individual residing in the State of California with the legal capacity to enter into the transactions contemplated by this Guaranty and is using his exact name as set forth on page 1 of this Guaranty. Guarantor has not conducted business, filed tax returns, or registered to conduct business under any name other than the aforesaid exact name.

     (c) Validity of Guaranty.

     (i) The execution, delivery, and performance by Guarantor of this Guaranty are within the power of Guarantor, have received all necessary governmental approval, and will not violate any provision of law, any order of any court or agency of government, or any indenture, agreement, or any other instrument to which Guarantor is a party or by which Guarantor or its property is bound, or be in conflict with, result in a breach of, or constitute (with due notice and lapse of time) a default under any indenture, agreement, or other instrument, or result in the creation or imposition of any lien, charge, or encumbrance of any nature on any of its property or assets, except as contemplated by the provisions of the Loan Documents.

     (ii) This Guaranty, when delivered to Lender, will constitute a legal, valid, and binding obligation enforceable against Guarantor in accordance with its terms.

     (c) Financial Statements.

     (i) All financial statements and data that have been given to Lender by Guarantor with respect to Guarantor:

     (A) are complete and correct in all material respects as of the date given;

     (B) accurately present the financial condition of Guarantor on each date as of which and the results of Guarantor’s operations for the periods for which they have been furnished; and

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     (C) have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods covered.

     (ii) All balance sheets and the notes that Guarantor furnished to Lender disclose all material liabilities of Guarantor, fixed and contingent, as of their respective dates.

     (iii) There has been no adverse change in the financial condition or operations of Guarantor since:

     (A) the date of the most recent financial statement given to Lender with respect to Guarantor; or

     (B) the date of the financial statement given to Lender immediately prior to the date of this Guaranty, other than changes in the ordinary course of business, none of which have been materially adverse individually or in the aggregate.

     (d) Other Arrangements. Guarantor is not a party to any agreement or instrument materially and adversely affecting Guarantor’s present or proposed business, properties, or assets, or operations or conditions (whether financial or otherwise); and Guarantor is not in default in the performance, observance, or fulfillment of any of the material obligations, covenants, or conditions in any agreement or instrument to which Guarantor is a party.

     (e) Other Information. All other reports, papers, and written data and information given to Lender by Guarantor with respect to Guarantor are accurate and correct in all material respects and complete insofar as completeness may be necessary to give Lender a true and accurate knowledge of the subject matter.

     (f) There is not now pending against or affecting Guarantor, nor to the knowledge of Guarantor is there threatened, any action, suit, or proceeding at law or in equity or by or before any administrative agency that, if adversely determined, would materially impair or affect the financial condition or operations of Guarantor.

     (g) Taxes. Guarantor has filed all federal, state, provincial, county, municipal, and other income tax returns required to have been filed by Guarantor and has paid all taxes that have become due pursuant to the returns or pursuant to any assessments received by Guarantor, and Guarantor does not know of any basis for any material additional assessment against it in respect of those taxes.

     (h) Solvency. Immediately prior to and after giving effect to the incurrence of the Guarantor’s obligation under this Guaranty the Guarantor will not be insolvent.

     (i) Maximum Amount of Guaranty. Notwithstanding any contrary provision of any Guaranty, the obligation of each Guarantor under any Guaranty shall be limited to an aggregate amount equal to the maximum amount that would not render such Guarantor’s obligations subject to avoidance as a fraudulent transfer or fraudulent conveyance or any similar term under any applicable state or federal law.

     6. Affirmative Covenants. Guarantor covenants and agrees that, so long as any part of the Indebtedness (defined in the Deed of Trust) remains unpaid, Guarantor will do the following, unless Lender otherwise consents in writing:

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     (a) Taxes Affecting Guarantor. File all federal, state, provincial, county, municipal, and other income tax returns required to be filed by it and pay, before they become delinquent, all taxes that become due pursuant to those returns or pursuant to any assessments received by it.

     (b) Compliance with Law. Promptly and faithfully comply with all laws, ordinances, rules, regulations, and requirements, both present and future, of every governmental authority or agency having jurisdiction that may be applicable to it.

     (c) Books and Records. Maintain complete books of accounts and other records reflecting the results of its operations, in a form reasonably satisfactory to Lender, and furnish to Lender any information about the financial condition of Guarantor that Lender reasonably requests, including, but not limited to, the following information, which will be furnished without request:

(i) annually, not later ninety (90) days after the end of each calendar year,

     (A) a balance sheet of Guarantor as at the close of the fiscal year of Guarantor, and

     (B) statements of income and expense and change in financial condition of Guarantor for the fiscal year (each will set forth in comparable form the corresponding figures of the previous period, will be in reasonable detail, and will be certified by the Guarantor), and

     (C) within 30 days of filing with the Internal Revenue Service or other taxing authority, copies of all tax returns, and

(ii) any other information or data that Lender may reasonably request.

     7. Amendments or Waiver. No amendment or waiver of any provision of this Guaranty or consent to any departure from any provision by Guarantor will be effective unless it is in writing and signed by Lender, and then the waiver or consent will be effective only in the specific instance and for the specific purpose for which it is given. No notice to or demand on Guarantor will in any case entitle it to any other or further notice or demand in similar or other circumstances.

     8. Notices. Any notice to be given or other document to be delivered by any party to the other or others hereunder, may be delivered in person to an officer of any party, or transmitted via facsimile with receipt confirmed by telephone, or by Federal Express or other similar overnight delivery service, overnight charges prepaid, and addressed to the party for whom intended, as follows:

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To Lender:	Umpqua Bank
	Attn: Ed Jensen
	One Capitol Mall, Suite 600
	Sacramento, CA 95814
	Facsimile: (916) 556-1570

with a copy to:

Kraft Opich, LLP

7509 Madison Avenue, Suite 111

Citrus Heights, CA 95610

Attention: Martha Evensen Opich

Facsimile: (916) 880-3045

To Guarantor:	Stephen C. Kircher
	c/o Solar Power, Inc.
	1115 Orlando Ave.
	Roseville, CA 95661

with a copy to:

Weintraub Genshlea Chediak

400 Capitol Mall, Suite 1100

Sacramento, CA 95816

Attention: David C. Adams

Facsimile: (916) 446-1611

These addresses may be changed from time to time by written notice to the other parties given in the same manner. Any matter served on or sent to Guarantor or Lender in this manner will be deemed sufficiently given for all purposes on the date three (3) days following the date it was deposited in a United States Post Office, except that notices of changes of address will not be effective until actual receipt.

     9. No Waiver; Remedies. No failure on the part of Lender to exercise and no delay in exercising any right or remedy will operate as a waiver; nor will Lender be estopped to exercise any right or remedy at any future time because of any failure or delay; nor will any single or partial exercise of any right or remedy preclude any other or further exercise or the exercise of any other right or remedy. The remedies provided are cumulative and not exclusive of any remedies provided by law.

     10. Right of Setoff. Lender is authorized at any time and from time to time, without notice to Guarantor (any notice being expressly waived by Guarantor), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by Lender to or for the credit or the account of Guarantor against any of the obligations of Guarantor now or later existing under this Guaranty irrespective of whether demand was made of Borrower or Guarantor and although such obligations may be contingent or unmatured. Lender agrees promptly to notify Guarantor after any setoff and application, provided that the failure to give notice will not affect the validity of the setoff and application. The rights of Lender under this section are in addition to other rights and remedies (including, without limitation, other rights of setoff) that Lender may have.

     11. Continuing Guaranty; Transfer of Note. This Guaranty is a continuing guaranty and will:

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     (a) subject to the provisions of section 2(b), remain in full force and effect until the earlier of (a) release from liability pursuant to Section 1 or (b) payment in full of the indebtedness and the Obligations and all other amounts payable under this Guaranty;

     (b) be binding on Guarantor; and

     (c) inure to the benefit of and be enforceable by Lender and its successors, transferees, and assigns.

     Without limiting the generality of the subsection 11(c), Lender may assign or otherwise transfer the Loan Documents to any other Person (defined in the Deed of Trust), and that other Person will become vested with all the rights granted to Lender.

     12. Independent Investigation. Guarantor hereby acknowledges that Guarantor has undertaken Guarantor’s own independent investigation of the financial condition of Borrower and all other matters pertaining to this Guaranty and further acknowledges that Guarantor is not relying in any manner upon any representation or statement of the Lender with respect thereto. The Guarantor represents and warrants that Guarantor has received and reviewed copies of the Loan Documents and that Guarantor is in a position to obtain, and Guarantor hereby assumes full responsibility for obtaining, any additional information concerning the financial condition of Borrower and any other matters pertinent hereto that Guarantor may desire. Guarantor is not relying upon or expecting Lender to furnish to Guarantor any information now or hereafter in Lender’s possession concerning the financial condition of the Borrower or any other matter.

     13. Subordination. Any indebtedness of Borrower now or later held by Guarantor is subordinated to the indebtedness of Borrower to Lender, and any indebtedness of Borrower to Guarantor will, if Lender requests, be collected, enforced, and received by Guarantor as trustee for Lender and be paid over to Lender, but without reducing or limiting in any manner the liability of Guarantor under the other provisions of this Guaranty.

     14. No Duty. Guarantor assumes the responsibility for keeping informed of the financial condition of Borrower and of all other circumstances bearing on the risk of nonpayment of the Obligations, and agrees that Lender will have no duty to advise Guarantor of any information known to Lender regarding any financial condition or circumstances.

     15. Jury Trial Waiver. Guarantor waives any right to trial by jury with respect to any action or proceeding relating to the Loan, the Loan Documents, this Guaranty or any understandings or prior dealings between the parties.

GUARANTOR AGREES THAT THIS GUARANTY CONSTITUTES A WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY PURSUANT TO THE PROVISIONS OF CODE OF CIVIL PROCEDURE § 631 AND GUARANTOR DOES CONSTITUTE AND APPOINT LENDER ITS TRUE AND LAWFUL ATTORNEY-IN-FACT (THE APPOINTMENT BEING COUPLED WITH AN INTEREST) AND GUARANTOR DOES AUTHORIZE AND EMPOWER LENDER, IN THE NAME, PLACE, AND STEAD OF GUARANTOR, TO FILE THIS GUARANTY WITH THE CLERK OR JUDGE OF ANY COURT OF COMPETENT JURISDICTION AS A STATUTORY WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY.

Initials:                      [Insert initials of parties].

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     16. Judicial Reference Provision.

     (a) In the event the Jury Trial Waiver set forth above is not enforceable, the parties elect to proceed under this Judicial Reference Provision.

     (b) With the exception of the items specified in clause (c), below, any controversy, dispute or claim (each, a “Claim”) between the parties arising out of or relating to the Loan or this Guaranty or any other document, instrument or Guaranty between the undersigned parties (collectively in this Section, the “Bank Documents”), will be resolved by a reference proceeding in California in accordance with the provisions of Sections 638 et seq. of the California Code of Civil Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim, including whether the Claim is subject to the reference proceeding. Except as otherwise provided in the Bank Documents, venue for the reference proceeding will be in the state or federal court in the county or district where the real property involved in the action, if any, is located or in the state or federal court in the county or district where venue is otherwise appropriate under applicable law (the “Court").

     (c) The matters that shall not be subject to a reference are the following: (i) nonjudicial foreclosure of any security interests in real or personal property, (ii) exercise of self-help remedies (including, without limitation, set-off), (iii) appointment of a receiver and (iv) temporary, provisional or ancillary remedies (including, without limitation, writs of attachment, writs of possession, temporary restraining orders or preliminary injunctions). This reference provision does not limit the right of any party to exercise or oppose any of the rights and remedies described in clauses (i) and (ii) or to seek or oppose from a court of competent jurisdiction any of the items described in clauses (iii) and (iv). The exercise of, or opposition to, any of those items does not waive the right of any party to a reference pursuant to this reference provision as provided herein.

     (d) The referee shall be a retired judge or justice selected by mutual written Guaranty of the parties. If the parties do not agree within ten (10) days of a written request to do so by any party, then, upon request of any party, the referee shall be selected by the Presiding Judge of the Court (or his or her representative). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not granted. Pursuant to CCP § 170.6, each party shall have one peremptory challenge to the referee selected by the Presiding Judge of the Court (or his or her representative).

     (e) The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change in the time periods specified herein for good cause shown, to (i) set the matter for a status and trial-setting conference within fifteen (15) days after the date of selection of the referee, (ii) if practicable, try all issues of law or fact within one hundred twenty (120) days after the date of the conference and (iii) report a statement of decision within twenty (20) days after the matter has been submitted for decision.

     (f) The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a party’s failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered based upon good cause shown, no party shall be entitled to “priority” in conducting discovery, depositions may be taken by either party upon seven (7) days written notice, and all other discovery shall be responded to within fifteen (15) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding.

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     (g) Except as expressly set forth herein, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of the transcript. The party making such a request shall have the obligation to arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing party, the parties will equally share the cost of the referee and the court reporter at trial.

     (h) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a court proceeding, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision at the close of the reference proceeding, which disposes of all claims of the parties that are the subject of the reference. Pursuant to CCP § 644, such decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court and any such decision will be final, binding and conclusive. The parties reserve the right to appeal from the final judgment or order or from any appealable decision or order entered by the referee. The parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision.

     (i) If the enabling legislation, which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or justice, in accordance with the California Arbitration Act §1280 through §1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding.

     (j) THE PARTIES RECOGNIZE AND AGREE THAT ALL CONTROVERSIES, DISPUTES AND CLAIMS RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS, HIS OR HER OWN CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY CONTROVERSY, DISPUTE OR CLAIM BETWEEN OR AMONG THEM ARISING OUT OF OR IN ANY WAY RELATED TO, THE LOAN OR THIS GUARANTY, OR THE OTHER BANK DOCUMENTS.

Initials:                      [Insert initials of guarantor].

     17. Bankruptcy of Borrower. Regardless of any modification, discharge, or extension of the Obligations or any amendment, modification, stay, or cure of Lender’s rights that may occur in any bankruptcy or reorganization case or proceeding concerning Borrower, whether permanent or temporary and whether assented to by Lender, Guarantor agrees that it will be obligated to pay and perform the Obligations and discharge its other obligations in accordance with the terms of the Obligations and the terms of this Guaranty in effect on the date of this Guaranty. Guarantor understands and acknowledges that by virtue of this Guaranty, it has specifically assumed all risks of a bankruptcy or reorganization case

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or proceeding with respect to Borrower. As an example, and not in any way of limitation, a subsequent modification of the Obligations in any reorganization case concerning Borrower will not affect the obligation of Guarantor to perform the Obligations in accordance with their original terms.

     18. Entire Agreement. This Guaranty is intended as a final expression of this agreement of guaranty and is intended also as a complete and exclusive statement of the terms of this agreement. No course of prior dealings between Guarantor and Lender, no usage of the trade, and no parol or extrinsic evidence of any nature will be used or will be relevant to supplement, explain, contradict, or modify the terms or provisions of this Guaranty.

     19. Governing Law. This Guaranty will be governed by and construed in accordance with the laws of California.

     20. Attorneys’ Fees. In the event of any action, proceeding or arbitration arising out of or in connection with this Guaranty, whether or not pursued to judgment, the prevailing party shall be entitled, in addition to all other relief, to recover its costs and reasonable attorneys’ fees, including those incurred in any case, action, proceeding or claim under the Federal Bankruptcy Code or any successor statute. Costs and expenses include attorneys’ fees, legal expenses, expert witness and consulting fees whether or not there is a lawsuit, including attorneys’ fees, costs and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, or post-judgment collection services or proceedings.

     21. Miscellaneous

     (a) Time is of the essence.

     (b) The obligations and promises will be joint and several undertakings of each of the Persons executing this Guaranty, and Lender may proceed against any one or more of those Persons without waiving its right to proceed against any of the others.

     (c) Any married person who signs this instrument expressly agrees that recourse may be had against his or her separate property for all of her or his obligations under this Guaranty.

     (d) If any term, provision, covenant, or condition or any application is held by a court of competent jurisdiction to be invalid, void, or unenforceable, all provisions, covenants, and conditions and all applications not held invalid, void, or unenforceable will continue in full force and will in no way be affected.

     (e) This Guaranty may be executed in any number of counterparts and by different parties in separate counterparts, each of which when executed and delivered will be deemed to be an original, and all counterparts taken together will constitute one and the same instrument.

     (f) Section headings in this Guaranty are included for convenience of reference only and do not constitute a part of this Guaranty for any other purpose.

     (g) Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Guaranty is not secured by any collateral for the Loan, and is and shall remain unsecured.

[Signature Follows on Next Page]

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     In witness whereof, the undersigned has executed and delivered this Guaranty as of the date first above written.

GUARANTOR:

/s/ Stephen C. Kircher

Stephen C. Kircher, an individual 

EX-10.5

Exhibit 10.5

Loan No. 68890396

CONTINUING GUARANTY

     This Continuing Guaranty (this “Guaranty”) dated as of June 22, 2010, is made by Stephen C. Kircher, trustee of the Kircher Family Irrevocable Trust (“Guarantor”), in favor of Umpqua Bank, an Oregon corporation (“Lender”).

RECITALS

     A. Solar Tax Partners 1, LLC, a California limited liability company (“Borrower”), has applied to Lender for a loan of Nine Million Nine Hundred Fifty Thousand and 00/100 Dollars ($9,950,000.00) (“Loan”), subject to the terms and conditions of that certain Loan Agreement (“Loan Agreement”) dated as of the same date as this Guaranty.

     B. The Loan will be evidenced by that certain Promissory Note dated as of the same date as this Guaranty executed by Borrower in favor of Lender in the principal amount of Nine Million Nine Hundred Fifty Thousand and 00/100 Dollars ($9,950,000.00) (“Note”).

     C. The Note will be secured by, among other security, the Security Documents (as defined in the Loan Agreement), including but not limited to the Easement Deed of Trust, Assignment of Rents and Agreements, Security Agreement and Fixture Filing dated as of the same date as this Guaranty (“Deed of Trust”) executed by Borrower in favor of Lender covering the real property described in the Deed of Trust (“Property”).

     D. As a condition to making the Loan, Lender has required that Borrower execute and deliver an Unsecured Environmental Indemnity of Borrower (the “Environmental Indemnity”).

     E. The Guarantor will derive substantial and direct benefit from Lender’s making the Loan.

     F. As a condition to making the Loan, Lender has required that Guarantor execute and deliver this Guaranty.

     Now, therefore, in order to induce Lender to enter into the Loan Agreement and to make the Loan, and in consideration thereof, Guarantor hereby agrees as follows:

     1. Guaranty.

     Guarantor absolutely and unconditionally guarantees the punctual payment when due, whether at stated maturity, by acceleration, or otherwise, of all indebtedness and obligations of Borrower now or later existing under the Note, the Deed of Trust, the other Security Documents, Loan Agreement and the other Loan Documents (defined in the Loan Agreement) and the Environmental Indemnity, whether for principal, interest, fees, expenses, or otherwise including, without limitation, all real property taxes and assessments affecting the Property, all costs and expenses, including insurance premiums, of maintaining in full force all policies of insurance required pursuant to the Deed of Trust, all costs and expenses, including repair and maintenance costs, required in order to maintain the Property in the condition required under the Deed of Trust and all indebtedness and obligations incurred by Borrower under the indemnity provisions of the Environmental Indemnity. The terms “indebtedness” and “obligations” are used in their most comprehensive sense and include all debts, obligations, and liabilities of Borrower incurred or created, with or without notice to Guarantor, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether Borrower is liable individually or jointly with others, and whether recovery on any indebtedness or obligations is now or later becomes barred by any statute of limitations or is or later becomes otherwise unenforceable, or shall be an allowed or disallowed claim under the Bankruptcy Code or other applicable law. The foregoing indebtedness, liabilities and other obligations of the Borrower,

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and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantor in connection with this Guaranty shall hereinafter be collectively referred to as the “Obligations.”

          Notwithstanding the foregoing, the liability of Guarantor under this Guaranty shall initially be limited to the principal amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) subject to reduction as follows:

          (a) Between the Closing and the end of the Fourth Loan Year, for each Loan Year in which a Debt Service Coverage Ratio of not less than 1.20:1.00 is achieved, the maximum principal amount of the Guarantor’s liability under this Guaranty shall be reduced by Two Hundred Seventy-Five Thousand and 00/100 Dollars ($275,000.00), effective on the first day of the following Loan Year; provided, however, that in no event shall the maximum principal amount of the Guarantor’s liability under this Guaranty during the Fifth Loan Year be less than Five Hundred Thousand and 00/100 Dollars ($500,000.00).

          (b) If (1) Borrower has achieved a Debt Service Coverage Ratio of not less than 1.20:1.00 as of the end of each of the Fourth Loan Year and the Fifth Loan Year, or if Borrower achieves a Debt Service Coverage Ratio of not less than 1.20:1.00 as of the end of each of two subsequent and consecutive Loan Years beginning with the Sixth Loan Year, and (2) at that time the Debt Service Reserve Account is fully funded in the amount of $700,000, or more, then the Lender will release the Kircher Trust from further liability under this Guaranty.

     2. Guaranty Absolute

     (a) Guarantor guarantees that the Obligations will be paid and performed strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation, or order now or later in effect in any jurisdiction affecting any of the terms or the rights of Lender with respect to that. The liability of Guarantor under this Guaranty will be irrevocable, absolute and unconditional irrespective of:

     (i) any lack of validity or enforceability of any of the Loan Documents (or any other agreement or instrument relating to the Loan Documents) or any of the Obligations against Borrower, Guarantor, or any other guarantor;

     (ii) any change in the time, manner, or place of payment of, or in any other term of, any of the Obligations, or any other amendment or waiver of or any consent to departure from any of the Loan Documents or any Obligation, including, without limitation, changes in the terms of disbursement of the Loan proceeds or repayment, modifications, extensions (including extensions beyond and after the original term), or renewals of payment dates, changes in interest rate, the cancellation or surrender of any Loan Document or the advancement of additional funds by Lender in its discretion, or the assignment of any Loan Document;

     (iii) any exchange, release, or nonperfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for any of the Obligations; or

     (iv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, Borrower in respect of the Obligations of Guarantor under this Guaranty.

     (b) Regardless of any termination of this Guaranty or the cancellation of the Note or any other agreement evidencing the Obligations, if at any time any payment of any of the Obligations (from any source) is rescinded, repaid, or must otherwise be returned by Lender due to the insolvency, bankruptcy, or reorganization of Borrower or Guarantor, or for any other circumstance, this Guaranty will continue to be effective or be reinstated, as the case may be, as though that payment had not been made.

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     3. Guaranty Independent; Waivers

     (a) Guarantor agrees that:

     (i) the obligations under this Guaranty are joint and several and are independent of and in addition to the undertakings of Borrower pursuant to the Loan Documents, any evidence of indebtedness issued in connection with the Loan, any deed of trust or security agreement given to secure the Loan, any other guaranties given in connection with the Loan, and any other obligations of Guarantor to Lender, subject to the maximum amount of Guarantor’s liability under this Guaranty and the reduction of such principal amounts as set forth in Section 1 above;

     (ii) a separate action may be brought to enforce the provisions of this Guaranty whether Borrower is a party in any action or not;

     (iii) Lender may at any time, or from time to time, in its sole discretion:

     (A) extend or change the time of payment or performance or the manner, place, or terms of payment or performance of any of the Obligations;

     (B) exchange, release, or surrender any of the collateral security, or any part of it, by whomever deposited, which is now or may later be held by Lender in connection with any of the Obligations;

     (C) sell or purchase any of the collateral at public or private sale, or at any broker’s board, in the manner permitted by law, and after all costs and expenses of every kind for collection, sale, or delivery, the net proceeds of any sale may be applied by Lender on any of the Obligations; and

     (D) settle or compromise with Borrower, or any other person liable, any of the Obligations, or subordinate the payment of it, or any part of it, to the payment of any other debts or claims, that may at any time be due or owing to Lender or any other person or entity;

     (iv) Lender will be under no obligation to marshal any assets in favor of Borrower or Guarantor or in payment of any of the Obligations; and

     (v) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon the Lender’s exercise or enforcement of any remedy it may have against the Borrower or any other person, or against any collateral for the Loan or other security for any Obligations.

     (b) Guarantor waives:

     (i) presentment, demand, protest, notice of acceptance, notice of dishonor, notice of nonperformance, and any other notice with respect to any of the Obligations and this Guaranty, and promptness in commencing suit against any party, or in giving any notice to or making any claim or demand on Guarantor;

     (ii) any right to require Lender to proceed against Borrower or any other guarantor, proceed against or exhaust any security held from Borrower or any other guarantor, or pursue any remedy in Lender’s power;

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     (iii) any defense based on any legal disability or other defense of Borrower, any other guarantor, or other person or by reason of the cessation or limitation of the liability of Borrower from any cause other than full payment of all sums payable under the Note and the performance of the other Obligations;

     (iv) any defense based on any lack of authority of the officers, directors, partners, or agents purporting to act on behalf of Borrower or any principal of Borrower or any defect in the formation of Borrower or any principal of Borrower;

     (v) to the fullest extent permitted by law, all rights and benefits under Civil Code § 2809 purporting to reduce a guarantor’s obligations in proportion to the principal obligation;

     (vi) any defense based on the application by Borrower of the proceeds of the Loan for purposes other than the purposes represented by Borrower to Lender or intended or understood by Lender or Guarantor, or based on Lender’s acts or omissions in administration of the Loan;

     (vii) any defense it may acquire by reason of Lender’s election of any remedy against it or Borrower or both, including, without limitation, election by Lender to exercise its rights under the power of sale in the Deed of Trust and the consequent loss by Guarantor of the right to recover any deficiency from Borrower;

     (viii) any defense based on Lender’s failure to disclose to Guarantor any information concerning Borrower’s financial condition or any other circumstances bearing on Borrower’s ability to pay all sums payable under the Note or any of the other Obligations or on Lender’s failure to disclose any information with respect to the Obligations, the collateral for the Loan or other Security for any or all Obligations, the existence or nonexistence of any other guarantees of all or any part of the Obligations, any action or inaction on the part of the Lender or any other Loan Party, or any other matter, fact, or occurrence whatsoever;

     (ix) any defense based on any statute or rule of law that provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal;

     (x) any defense based on Lender’s election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute;

     (xi) any defense based on any borrowing or any grant of a security interest under § 364 of the Federal Bankruptcy Code;

     (xii) any right of subrogation, contribution, or reimbursement against Borrower, any right to enforce any remedy that Lender has or may in the future have against Borrower, any other right that Lender may now or later acquire against Borrower that arises from the existence or performance of Guarantor’s obligations under this Guaranty or would arise with respect to the Obligations, and any benefit of, and any right to participate in, any security for the Obligations now or in the future held by Lender;

     (xiii) the benefit of any statute of limitations affecting the liability of Guarantor or the enforcement of the Guaranty, including, without limitation, any rights arising under Code of Civil Procedure § 359.5;

     (xiv) any rights to setoffs or counterclaims on Borrower’s or Guarantor’s part; and

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     (xv) to the fullest extent permitted by law, all rights and benefits under Code of Civil Procedure § 580a, purporting to limit the amount of any deficiency judgment that might be recoverable following the occurrence of a trustee’s sale under a deed of trust; Code of Civil Procedure § 580b, stating that no deficiency may be recovered on a real property purchase money obligation; and Code of Civil Procedure § 580d, stating that no deficiency may be recovered on a note secured by a deed of trust on real property in case the real property is sold under the power of sale contained in the deed of trust, if those statutory sections have any application.

     (c) Guarantor waives all rights and defenses that Guarantor may have because Borrower’s debt is secured by real property. This means, among other things:

     (i) The Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower.

     (ii) If Lender forecloses on any real property collateral pledged by Borrower:

     (A) The amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price.

     (B) Lender may collect from the Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right the Guarantor may have to collect from Borrower.

     This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because Borrower’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Sections 580a, 580b, 580d, or 726 of the California Code of Civil Procedure.

     Guarantor waives all rights and defenses arising out of an election of remedies by the Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the Guarantor’s rights of subrogation and reimbursement against Borrower by the operation of Section 580d of the California Code of Civil Procedure or otherwise.

     (d) Guarantor agrees that the payment of all sums payable under the Note or any of the other Obligations or any other act that tolls any statute of limitations applicable to the Note or the other Obligations will similarly operate to toll the statute of limitations applicable to Guarantor’s liability. Without limiting the generality of the foregoing or any other provision of this Guaranty, Guarantor expressly waives all benefits that might otherwise be available to Guarantor under Civil Code §§ 2809, 2810, 2819, 2839, 2845, 2849, 2850, 2899, and 3433 and Code of Civil Procedure §§ 580a, 580b, 580d, and 726, or similar sections.

     4. Does Not Supersede Other Guaranties. The obligations of Guarantor will be in addition to any obligations of Guarantor under any other guaranties of the Obligations or any obligations of Borrower or any other persons or entities previously given or later to be given to Lender, and this Guaranty will not affect or invalidate any other guaranties. The liability of Guarantor to Lender will at all times be deemed to be the aggregate liability of Guarantor under the terms of this Guaranty and of any other guaranties previously or later given by Guarantor to Lender.

     5. Representations and Warranties. Guarantor represents and warrants as follows:

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     (a) Guarantor has the requisite power and authority to execute and deliver this Guaranty, and thus, even if the guaranty is not enforceable as a contract, it may be enforceable on a theory of equitable estoppel.

     (b) Guarantors are individuals residing in the State of California with the legal capacity to enter into the transactions contemplated by this Guaranty, individually and in their capacities as trustees, and are using their exact names as set forth on page 1 of this Guaranty. Guarantors have not conducted business, filed tax returns, or registered to conduct business under any name other than the aforesaid exact names.

     (c) Validity of Guaranty.

     (i) The execution, delivery, and performance by Guarantor of this Guaranty are within the power of Guarantor, have received all necessary governmental approval, and will not violate any provision of law, any order of any court or agency of government, or any indenture, agreement, or any other instrument to which Guarantor is a party or by which Guarantor or its property is bound, or be in conflict with, result in a breach of, or constitute (with due notice and lapse of time) a default under any indenture, agreement, or other instrument, or result in the creation or imposition of any lien, charge, or encumbrance of any nature on any of its property or assets, except as contemplated by the provisions of the Loan Documents.

     (ii) This Guaranty, when delivered to Lender, will constitute a legal, valid, and binding obligation enforceable against Guarantor in accordance with its terms.

     (c) Financial Statements.

     (i) All financial statements and data that have been given to Lender by Guarantor with respect to Guarantor:

     (A) are complete and correct in all material respects as of the date given;

     (B) accurately present the financial condition of Guarantor on each date as of which and the results of Guarantor’s operations for the periods for which they have been furnished; and

     (C) have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods covered.

     (ii) All balance sheets and the notes that Guarantor furnished to Lender disclose all material liabilities of Guarantor, fixed and contingent, as of their respective dates.

     (iii) There has been no adverse change in the financial condition or operations of Guarantor since:

     (A) the date of the most recent financial statement given to Lender with respect to Guarantor; or

     (B) the date of the financial statement given to Lender immediately prior to the date of this Guaranty, other than changes in the ordinary course of business, none of which have been materially adverse individually or in the aggregate.

     (d) Other Arrangements. Guarantor is not a party to any agreement or instrument materially and adversely affecting Guarantor’s present or proposed business, properties, or assets, or operations or

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conditions (whether financial or otherwise); and Guarantor is not in default in the performance, observance, or fulfillment of any of the material obligations, covenants, or conditions in any agreement or instrument to which Guarantor is a party.

     (e) Other Information. All other reports, papers, and written data and information given to Lender by Guarantor with respect to Guarantor are accurate and correct in all material respects and complete insofar as completeness may be necessary to give Lender a true and accurate knowledge of the subject matter.

     (f) There is not now pending against or affecting Guarantor, nor to the knowledge of Guarantor is there threatened, any action, suit, or proceeding at law or in equity or by or before any administrative agency that, if adversely determined, would materially impair or affect the financial condition or operations of Guarantor.

     (g) Taxes. Guarantor has filed all federal, state, provincial, county, municipal, and other income tax returns required to have been filed by Guarantor and has paid all taxes that have become due pursuant to the returns or pursuant to any assessments received by Guarantor, and Guarantor does not know of any basis for any material additional assessment against it in respect of those taxes.

     (h) Solvency. Immediately prior to and after giving effect to the incurrence of the Guarantor’s obligation under this Guaranty the Guarantor will not be insolvent.

     (i) Maximum Amount of Guaranty. Notwithstanding any contrary provision of any Guaranty, the obligation of each Guarantor under any Guaranty shall be limited to an aggregate amount equal to the maximum amount that would not render such Guarantor’s obligations subject to avoidance as a fraudulent transfer or fraudulent conveyance or any similar term under any applicable state or federal law.

     6. Affirmative Covenants. Guarantor covenants and agrees that, so long as any part of the Indebtedness (defined in the Deed of Trust) remains unpaid, Guarantor will do the following, unless Lender otherwise consents in writing:

     (a) Taxes Affecting Guarantor. File all federal, state, provincial, county, municipal, and other income tax returns required to be filed by it and pay, before they become delinquent, all taxes that become due pursuant to those returns or pursuant to any assessments received by it.

     (b) Compliance with Law. Promptly and faithfully comply with all laws, ordinances, rules, regulations, and requirements, both present and future, of every governmental authority or agency having jurisdiction that may be applicable to it.

     (c) Books and Records. Maintain complete books of accounts and other records reflecting the results of its operations, in a form reasonably satisfactory to Lender, and furnish to Lender any information about the financial condition of Guarantor that Lender reasonably requests, including, but not limited to, the following information, which will be furnished without request:

     (i) annually, not later ninety (90) days after the end of each calendar year,

     (A) a balance sheet of Guarantor as at the close of the fiscal year of Guarantor, and

     (B) statements of income and expense and change in financial condition of Guarantor for the fiscal year (each will set forth in comparable form the corresponding

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figures of the previous period, will be in reasonable detail, and will be certified by the Guarantor), and

     (C) within 30 days of filing with the Internal Revenue Service or other taxing authority, copies of all tax returns, and

     (ii) any other information or data that Lender may reasonably request.

     7. Amendments or Waiver. No amendment or waiver of any provision of this Guaranty or consent to any departure from any provision by Guarantor will be effective unless it is in writing and signed by Lender, and then the waiver or consent will be effective only in the specific instance and for the specific purpose for which it is given. No notice to or demand on Guarantor will in any case entitle it to any other or further notice or demand in similar or other circumstances.

     8. Notices. Any notice to be given or other document to be delivered by any party to the other or others hereunder, may be delivered in person to an officer of any party, or transmitted via facsimile with receipt confirmed by telephone, or by Federal Express or other similar overnight delivery service, overnight charges prepaid, and addressed to the party for whom intended, as follows:

To Lender:	Umpqua Bank
	Attn: Ed Jensen
	One Capitol Mall, Suite 600
	Sacramento, CA 95814
	Facsimile: (916) 556-1570
	with a copy to:
	Kraft Opich, LLP
	7509 Madison Avenue, Suite 111
	Citrus Heights, CA 95610
	Attention: Martha Evensen Opich
	Facsimile: (916) 880-3045
To Guarantor:	Kircher Family Irrevocable Trust
	Attention: Stephen C. Kircher
	c/o Solar Power, Inc.
	1115 Orlando Ave.
	Roseville, CA 95661
	with a copy to:
	Weintraub Genshlea Chediak
	400 Capitol Mall, Suite 1100
	Sacramento, CA 95816
	Attention: David C. Adams
	Facsimile: (916) 446-1611

These addresses may be changed from time to time by written notice to the other parties given in the same manner. Any matter served on or sent to Guarantor or Lender in this manner will be deemed sufficiently given for all purposes on the date three (3) days following the date it was deposited in a United States Post Office, except that notices of changes of address will not be effective until actual receipt.

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     9. No Waiver; Remedies. No failure on the part of Lender to exercise and no delay in exercising any right or remedy will operate as a waiver; nor will Lender be estopped to exercise any right or remedy at any future time because of any failure or delay; nor will any single or partial exercise of any right or remedy preclude any other or further exercise or the exercise of any other right or remedy. The remedies provided are cumulative and not exclusive of any remedies provided by law.

     10. Right of Setoff. Lender is authorized at any time and from time to time, without notice to Guarantor (any notice being expressly waived by Guarantor), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by Lender to or for the credit or the account of Guarantor against any of the obligations of Guarantor now or later existing under this Guaranty irrespective of whether demand was made of Borrower or Guarantor and although such obligations may be contingent or unmatured. Lender agrees promptly to notify Guarantor after any setoff and application, provided that the failure to give notice will not affect the validity of the setoff and application. The rights of Lender under this section are in addition to other rights and remedies (including, without limitation, other rights of setoff) that Lender may have.

     11. Continuing Guaranty; Transfer of Note. This Guaranty is a continuing guaranty and will:

     (a) subject to the provisions of section 2(b), remain in full force and effect until the earlier of (a) release from liability pursuant to Section 1 or (b) payment in full of the indebtedness and the Obligations and all other amounts payable under this Guaranty;

     (b) be binding on Guarantor; and

     (c) inure to the benefit of and be enforceable by Lender and its successors, transferees, and assigns.

     Without limiting the generality of the subsection 11(c), Lender may assign or otherwise transfer the Loan Documents to any other Person (defined in the Deed of Trust), and that other Person will become vested with all the rights granted to Lender.

     12. Independent Investigation. Guarantor hereby acknowledges that Guarantor has undertaken Guarantor’s own independent investigation of the financial condition of Borrower and all other matters pertaining to this Guaranty and further acknowledges that Guarantor is not relying in any manner upon any representation or statement of the Lender with respect thereto. The Guarantor represents and warrants that Guarantor has received and reviewed copies of the Loan Documents and that Guarantor is in a position to obtain, and Guarantor hereby assumes full responsibility for obtaining, any additional information concerning the financial condition of Borrower and any other matters pertinent hereto that Guarantor may desire. Guarantor is not relying upon or expecting Lender to furnish to Guarantor any information now or hereafter in Lender’s possession concerning the financial condition of the Borrower or any other matter.

     13. Subordination. Any indebtedness of Borrower now or later held by Guarantor is subordinated to the indebtedness of Borrower to Lender, and any indebtedness of Borrower to Guarantor will, if Lender requests, be collected, enforced, and received by Guarantor as trustee for Lender and be paid over to Lender, but without reducing or limiting in any manner the liability of Guarantor under the other provisions of this Guaranty.

     14. No Duty. Guarantor assumes the responsibility for keeping informed of the financial condition of Borrower and of all other circumstances bearing on the risk of nonpayment of the Obligations, and agrees that Lender will have no duty to advise Guarantor of any information known to Lender regarding any financial condition or circumstances.

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     15. Jury Trial Waiver. Guarantor waives any right to trial by jury with respect to any action or proceeding relating to the Loan, the Loan Documents, this Guaranty or any understandings or prior dealings between the parties.

GUARANTOR AGREES THAT THIS GUARANTY CONSTITUTES A WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY PURSUANT TO THE PROVISIONS OF CODE OF CIVIL PROCEDURE § 631 AND GUARANTOR DOES CONSTITUTE AND APPOINT LENDER ITS TRUE AND LAWFUL ATTORNEY-IN-FACT (THE APPOINTMENT BEING COUPLED WITH AN INTEREST) AND GUARANTOR DOES AUTHORIZE AND EMPOWER LENDER, IN THE NAME, PLACE, AND STEAD OF GUARANTOR, TO FILE THIS GUARANTY WITH THE CLERK OR JUDGE OF ANY COURT OF COMPETENT JURISDICTION AS A STATUTORY WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY.

Initials:                                          [Insert initials of parties].

     16. Judicial Reference Provision.

     (a) In the event the Jury Trial Waiver set forth above is not enforceable, the parties elect to proceed under this Judicial Reference Provision.

     (b) With the exception of the items specified in clause (c), below, any controversy, dispute or claim (each, a “Claim”) between the parties arising out of or relating to the Loan or this Guaranty or any other document, instrument or Guaranty between the undersigned parties (collectively in this Section, the “Bank Documents”), will be resolved by a reference proceeding in California in accordance with the provisions of Sections 638 et seq. of the California Code of Civil Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim, including whether the Claim is subject to the reference proceeding. Except as otherwise provided in the Bank Documents, venue for the reference proceeding will be in the state or federal court in the county or district where the real property involved in the action, if any, is located or in the state or federal court in the county or district where venue is otherwise appropriate under applicable law (the “Court”).

     (c) The matters that shall not be subject to a reference are the following: (i) nonjudicial foreclosure of any security interests in real or personal property, (ii) exercise of self-help remedies (including, without limitation, set-off), (iii) appointment of a receiver and (iv) temporary, provisional or ancillary remedies (including, without limitation, writs of attachment, writs of possession, temporary restraining orders or preliminary injunctions). This reference provision does not limit the right of any party to exercise or oppose any of the rights and remedies described in clauses (i) and (ii) or to seek or oppose from a court of competent jurisdiction any of the items described in clauses (iii) and (iv). The exercise of, or opposition to, any of those items does not waive the right of any party to a reference pursuant to this reference provision as provided herein.

     (d) The referee shall be a retired judge or justice selected by mutual written Guaranty of the parties. If the parties do not agree within ten (10) days of a written request to do so by any party, then, upon request of any party, the referee shall be selected by the Presiding Judge of the Court (or his or her representative). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not granted. Pursuant to CCP § 170.6, each party shall have one peremptory challenge to the referee selected by the Presiding Judge of the Court (or his or her representative).

     (e) The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change in the time periods specified herein for good cause shown, to (i) set the matter for a status and trial-setting conference within fifteen (15) days

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after the date of selection of the referee, (ii) if practicable, try all issues of law or fact within one hundred twenty (120) days after the date of the conference and (iii) report a statement of decision within twenty (20) days after the matter has been submitted for decision.

     (f) The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a party’s failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered based upon good cause shown, no party shall be entitled to “priority” in conducting discovery, depositions may be taken by either party upon seven (7) days written notice, and all other discovery shall be responded to within fifteen (15) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding.

     (g) Except as expressly set forth herein, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of the transcript. The party making such a request shall have the obligation to arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing party, the parties will equally share the cost of the referee and the court reporter at trial.

     (h) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a court proceeding, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision at the close of the reference proceeding, which disposes of all claims of the parties that are the subject of the reference. Pursuant to CCP § 644, such decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court and any such decision will be final, binding and conclusive. The parties reserve the right to appeal from the final judgment or order or from any appealable decision or order entered by the referee. The parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision.

     (i) If the enabling legislation, which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or justice, in accordance with the California Arbitration Act §1280 through §1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding.

     (j) THE PARTIES RECOGNIZE AND AGREE THAT ALL CONTROVERSIES, DISPUTES AND CLAIMS RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS, HIS OR HER OWN CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY CONTROVERSY, DISPUTE OR CLAIM BETWEEN OR AMONG THEM ARISING OUT OF OR IN ANY WAY RELATED TO, THE LOAN OR THIS GUARANTY, OR THE OTHER BANK DOCUMENTS.

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Initials:                                          [Insert initials of guarantor].

     17. Bankruptcy of Borrower. Regardless of any modification, discharge, or extension of the Obligations or any amendment, modification, stay, or cure of Lender’s rights that may occur in any bankruptcy or reorganization case or proceeding concerning Borrower, whether permanent or temporary and whether assented to by Lender, Guarantor agrees that it will be obligated to pay and perform the Obligations and discharge its other obligations in accordance with the terms of the Obligations and the terms of this Guaranty in effect on the date of this Guaranty. Guarantor understands and acknowledges that by virtue of this Guaranty, it has specifically assumed all risks of a bankruptcy or reorganization case or proceeding with respect to Borrower. As an example, and not in any way of limitation, a subsequent modification of the Obligations in any reorganization case concerning Borrower will not affect the obligation of Guarantor to perform the Obligations in accordance with their original terms.

     18. Entire Agreement. This Guaranty is intended as a final expression of this agreement of guaranty and is intended also as a complete and exclusive statement of the terms of this agreement. No course of prior dealings between Guarantor and Lender, no usage of the trade, and no parol or extrinsic evidence of any nature will be used or will be relevant to supplement, explain, contradict, or modify the terms or provisions of this Guaranty.

     19. Governing Law. This Guaranty will be governed by and construed in accordance with the laws of California.

     20. Attorneys’ Fees. In the event of any action, proceeding or arbitration arising out of or in connection with this Guaranty, whether or not pursued to judgment, the prevailing party shall be entitled, in addition to all other relief, to recover its costs and reasonable attorneys’ fees, including those incurred in any case, action, proceeding or claim under the Federal Bankruptcy Code or any successor statute. Costs and expenses include attorneys’ fees, legal expenses, expert witness and consulting fees whether or not there is a lawsuit, including attorneys’ fees, costs and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, or post-judgment collection services or proceedings.

     21. Miscellaneous

     (a) Time is of the essence.

     (b) The obligations and promises will be joint and several undertakings of each of the Persons executing this Guaranty, and Lender may proceed against any one or more of those Persons without waiving its right to proceed against any of the others.

     (c) Any married person who signs this instrument expressly agrees that recourse may be had against his or her separate property for all of her or his obligations under this Guaranty.

     (d) If any term, provision, covenant, or condition or any application is held by a court of competent jurisdiction to be invalid, void, or unenforceable, all provisions, covenants, and conditions and all applications not held invalid, void, or unenforceable will continue in full force and will in no way be affected.

     (e) This Guaranty may be executed in any number of counterparts and by different parties in separate counterparts, each of which when executed and delivered will be deemed to be an original, and all counterparts taken together will constitute one and the same instrument.

     (f) Section headings in this Guaranty are included for convenience of reference only and do not constitute a part of this Guaranty for any other purpose.

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     (g) Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Guaranty is not secured by any collateral for the Loan, and is and shall remain unsecured.

(Signature begins on the following page)

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Kircher Trust

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     In witness whereof, the undersigned has executed and delivered this Guaranty as of the date first above written.

GUARANTOR:

/s/ Stephen C. Kircher                                                           
Stephen C. Kircher, Trustee of the
Kircher Family Revocable Trust

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EX-10.6

Exhibit 10.6

Loan No. 68890396

STOCK PLEDGE AGREEMENT
(Kircher Trust Pledge of SPI Stock)

     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:

RECITALS

     A. Grantor is an irrevocable trust formed under the laws of the state of California and is the owner of 2,000,000 shares of the common stock of Solar Power, Inc., a California corporation (“SPI”).

     B. Pursuant to a Loan Agreement of even date with this Agreement by and between Lender and Solar Tax Partners 1, LLC, a California limited liability company (“Borrower”) (the “Loan Agreement”), Lender has agreed to lend to Borrower, and Borrower has agreed to borrow from Lender a loan in the principal amount of Nine Million Nine Hundred Fifty Thousand and 00/100 Dollars ($9,950,000.00) (the “Loan”).

     C. The Loan will be evidenced by a Promissory Note Secured by Deed of Trust in the principal amount of Nine Million Nine Hundred Fifty Thousand and 00/100 Dollars ($9,950,000.00) (the “Note”).

     D. Pursuant to the terms of the Loan Agreement, payment and performance of the Indebtedness are to be guaranteed by Grantor pursuant to a Guaranty of Payment of even date with this Agreement (the “Guaranty”). Also pursuant to the Loan Agreement, payment and performance of the Indebtedness is to be secured by a security interest in the Collateral (as defined herein).

     E. Grantor will derive substantial direct and indirect benefits from the Lender’s making the Loan to Borrower. Lender would not make the Loan to Borrower without the security provided by this Agreement.

     NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Grantor hereby agrees as follows:

1. GRANT OF SECURITY INTEREST. For valuable consideration, Grantor pledges, assigns and grants to Lender a security interest in the Collateral to secure the Indebtedness 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 by law. Grantor hereby irrevocably appoints Lender as Grantor’s proxy holder with respect to the Collateral with full power and authority to vote, give consents, ratifications and waivers and otherwise act with respect to such Collateral on behalf of Grantor, provided that this proxy shall be operative only upon the occurrence and continuance of an Event of Default beyond any applicable notice and cure period. This proxy shall be irrevocable for so long as any Indebtedness remains outstanding. Until such time, if any, as Grantor receives written notice that Lender is exercising its rights hereunder as a result of an Event of Default, Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement.

     1.1 Reduction of Value of Pledged Stock. The value of the Pledged Stock, as determined by Lender as of December 31of each calendar year pursuant to published sources deemed reliable, shall at no time be less than One Hundred Twenty-Five Percent (125%) of the maximum principal amount of the Kircher Trust Guaranty, as that amount may be reduced from time to time pursuant to Section 2.3 and the Kircher Trust Guaranty. Shares of stock representing value in excess of that amount may be released concurrently with reductions in Grantor’s maximum principal liability under the Kircher Trust Guaranty.

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2. DEFINITIONS. The following words shall have the following meanings when used in this Agreement. Terms not otherwise defined in this Agreement and the Loan Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. All references to dollar amounts shall mean amounts in lawful money of the United States of America.

     2.1 Agreement means this Stock Pledge Agreement, as may be amended or modified from time to time, together with all exhibits and schedules attached to this Stock Pledge Agreement from time to time.

     2.2 Collateral means the following described property of Grantor, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:

               the Pledged Stock, and all Proceeds thereof.

In addition, and without limiting the generality of the foregoing, the word “Collateral” includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:

          (i) All replacements of and substitutions for the Collateral;

          (ii) All dividends and distributions arising out of or in connection with any of the Collateral except those paid in accordance with this Agreement;

          (iii) All accounts, contract rights, general intangibles, instruments, monies, payments, and all other rights, arising out of a sale or other disposition of any of the property described above;

          (iv) All proceeds from the sale or other disposition of any of the Collateral; and

          (v) All records and data relating to any of the Collateral described above, whether in the form of a writing, photograph, microfilm, microfiche, or electronic media.

     2.3 Event of Default is defined at Section 5 hereof.

     2.4 Guarantor means and includes without limitations, each and all of the guarantors, sureties, and accommodation parties in connection with the Indebtedness, and any other party or person, other than Borrower, that pledges assets to secure the Indebtedness.

     2.5 Indebtedness means the indebtedness in connection with the Loan issued pursuant to the Loan Agreement, including all principal and interest and other amounts owing under the Note, together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any of the Loan Documents. The word AIndebtedness@ also includes all other obligations, debts and liabilities, plus interest thereon, of Borrower to Bank, as well as all claims by Bank against Borrower, whether existing now or later; whether they are voluntary or involuntary, due or not due, direct or indirect, absolute or contingent, liquidated or unliquidated; whether Borrower may be liable individually of jointly with others; whether Borrower may be obligated as guarantor, surety, accommodation party or otherwise; whether recovery upon such indebtedness may be or hereafter may become barred by any statute of limitations; and whether such indebtedness may be or hereafter may become otherwise unenforceable.

     2.6 Kircher Trust Guaranty means that certain Continuing Guaranty of even date with this Agreement, executed by Grantor in favor of Lender, guarantying payment and performance of the Indebtedness.

     2.7 Loan Documents is defined in the Loan Agreement.

     2.8 Note is defined in Recital C.

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     2.9 Pledged Stock means, initially, 2,000,000 common shares of Solar Power, Inc., subject to reduction as provided in Section 1.1 hereof.

     2.10 Share Certificates means Certificate Nos. 6386-8517-BF07 and 1861-3000-BF07, issued by Solar Power, Inc., evidencing the Pledged Stock.

     2.11 Uniform Commercial Code means the California Uniform Commercial Code.

3. OBLIGATIONS OF GRANTOR. Grantor warrants and covenants to Lender as follows:

     3.1 Perfection of Security Interest. As a condition precedent to any obligation of Lender to make the Loan, Grantor shall deliver to Lender possession of the original Share Certificates, evidencing Pledged Stock with a value not less than that required under Section 1.1 hereof as that requirement may be reduced from time to time. Upon request of Lender, Grantor will deliver to Lender any and all other documents evidencing or constituting the Collateral. Grantor hereby appoints Lender as its irrevocable attorney-in-fact for the purpose of executing any documents necessary to perfect or to continue the security interest granted in this Agreement. Lender may at any time, and without further authorization from Grantor, file a financing statement to perfect its interest in any of the Collateral. Grantor will reimburse Lender for all expenses for the perfection and the continuation of the perfection of Lender’s security interest in the Collateral. Grantor promptly will notify Lender of any change in Grantor’s name including any change to the assumed business names of Grantor. This is a continuing Security Agreement and will continue in effect until the Indebtedness is paid in full; provided, however, that the number of shares of Pledged Stock that are pledged to Lender to secure the Indebtedness may be reduced from time to time under the terms and subject to the conditions precedent stated in the Loan Agreement.

     3.2 Duties and Rights of Secured Party. Lender shall have no duty of any kind or nature whatsoever with respect to the Collateral, other than to hold, release or dispose of the same in accordance with the terms and provisions of this Agreement. With respect to each particular item of Collateral, the security interest herein granted shall attach immediately upon Grantor’s execution hereof or as soon as Grantor acquires rights in and to such item of Collateral, whichever is later.

     3.3 No Violation. The execution and delivery of this Agreement will not violate any law or agreement governing Grantor or to which Grantor is a party.

     3.4 Transactions Involving Collateral. Grantor shall not pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any lien, security interest, encumbrance, or charge, other than the security interest provided for in this Agreement, without the prior written consent of Lender. This includes security interests even if junior in right to the security interests granted under this Agreement. Unless waived by Lender, all proceeds from any disposition of the Collateral (for whatever reason) shall be held in trust for Lender and shall not be commingled with any other funds; provided however, this requirement shall not constitute consent by Lender to any sale or other disposition. Upon receipt, Grantor shall immediately deliver any such proceeds to Lender for application to the Indebtedness.

     3.5 Title. Grantor represents and warrants to Lender that it holds good and marketable title to the Collateral, and encumbrances except for the lien of this Agreement. To the best of Grantor=s knowledge, no financing statement covering any of the Collateral is on file in any public office other than those which reflect the security interest created by this Agreement or to which Lender has specifically consented. Grantor shall defend Lender’s rights in the Collateral against the claims and demands of all other persons.

     3.6 Taxes, Assessments and Liens. Grantor will pay when due all taxes, assessments and liens upon the Collateral upon this Agreement. Grantor may withhold any such payment or may elect to contest any lien if

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Grantor is in good faith conducting an appropriate proceeding to contest the obligation to pay and so long as Lender’s interest in the Collateral is not jeopardized in Lender’s sole opinion. If the Collateral is subjected to a lien which is not discharged within thirty (30) days, Grantor shall deposit with Lender cash, a sufficient corporate surety bond or other security satisfactory to Lender in an amount adequate to provide for the discharge of the lien plus any interest, costs, attorneys’ fees or other charges that could accrue as a result of foreclosure or sale of the Collateral. In any such contest Grantor shall defend itself and Lender and shall satisfy any final adverse judgment before enforcement against the Collateral. Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings.

     3.7 Compliance With Governmental Requirements. Grantor shall materially comply promptly with all laws, ordinances and regulations of all governmental authorities applicable to the production, disposition, or use of the Collateral. Grantor may contest in good faith any such law, ordinance or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Lender’s interest in the Collateral, in Lender’s reasonable opinion, is not jeopardized.

4. EXPENDITURES BY LENDER. If not discharged or paid when due, Lender may (but shall not be obligated to) discharge or pay any amounts required to be discharged or paid by Grantor under this Agreement, including without limitation all taxes, liens, security interests, encumbrances, and other claims, at any time levied or placed on the Collateral. Lender also may (but shall not be obligated to) pay all costs for maintaining and preserving the Collateral. All such expenditures reasonably incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses shall become a part of the Indebtedness and, at Lender’s option, will (a) be payable on demand, (b) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during the remaining term of the Note, or (c) be treated as a balloon payment which will be due and payable at the Note’s maturity. This Agreement also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon the occurrence of an Event of Default.

5. EVENTS OF DEFAULT. The occurrence of any Event of Default set forth in any other Loan Document shall be an Event of Default under this Agreement.

6. RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement and continues beyond any applicable notice and at any time thereafter while the same is continuing, Lender shall have all the rights of a secured party under the California Uniform Commercial Code. In addition and without limitation, Lender may exercise any one of more of the following rights and remedies together with any other remedies available under the Loan Documents, at law or in equity.

     6.1 Sell the Collateral. Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral or proceeds thereof in its own name or that of Grantor. Lender may sell the Collateral at public auction or private sale. Lender will give Grantor reasonable notice of the time after which any private sale of any other intended disposition of the Collateral is to be made. The requirements of reasonable notice shall be met if such notice is given at least ten (10) days, or such lesser time as required by state law, before the time of the sale or disposition. All reasonable expenses relating to the disposition of the Collateral, including without limitation the expenses of retaking, holding, insuring, preparing for sale and selling the Collateral, shall become a part of the Indebtedness secured by this Agreement and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid.

     6.2 Appoint Receiver. To the extent permitted by applicable law, Lender shall have the following rights and remedies regarding the appointment of a receiver; (a) Lender may have a receiver appointed as a matter of right, (b) the receiver may be an employee of Lender and may serve without bond, and (c) all fees of the receiver and his or her attorney shall become part of the Indebtedness secured by this Agreement and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid.

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     6.3 Collect Revenues, Apply Accounts. Lender, either itself or through a receiver, may collect the payments, rents, income, revenues, dividends and other Proceeds from the Collateral and apply same to the Indebtedness. Lender may at any time in its discretion transfer any Collateral into its own name or that of its nominee and receive the payments, rents, income, revenues, dividends and Proceeds therefrom and hold the same as security for the Indebtedness or apply it to payment of the Indebtedness in such order of preference as Lender may determine.

     6.4 Other Rights and Remedies. Lender shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, as may be amended from time to time. In addition, Lender shall have and may exercise any or all other rights and remedies it may have available at law, in equity, or otherwise.

     6.5 Cumulative Remedies. All of Lender’s rights and remedies, whether evidenced by this Agreement or the Loan Documents or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Agreement. after Grantor’s failure to perform, shall not affect Lender’s right to declare a default and to exercise its remedies.

7. CONSENTS OF GRANTOR. Grantor hereby unconditionally consents and agrees that, without notice to or further assent from Grantor:

     7.1 The principal amount of the Indebtedness may be increased or decreased and additional Indebtedness or obligations of the Borrower under the Loan Documents may be incurred, by one or more amendments, modifications, renewals or extensions of any Loan Document or otherwise;

     7.2 The time, manner, place or terms of any payment under any Loan Document may be extended or changed, including by an increase or decrease in the interest rate on any Indebtedness or any fee or other amount payable related to the Indebtedness or under such Loan Document, by an amendment, modification or renewal of any Loan Document or otherwise;

     7.3 The time for the Borrower’s (or any other Person’s) performance of or compliance with any term, covenant or agreement on its part to be performed or observed under any Loan Document may be extended, or such performance or compliance waived, or failure in or departure from such performance or compliance consented to, all in such manner and upon such terms as the Lender may deem proper;

     7.4 The Lender may discharge or release, in whole or in part, any other grantor of security for the Indebtedness, or any Guarantor or other Person liable for the payment and performance of all or any part of the Indebtedness, and may permit or consent to any such action or any result of such action, and shall not be obligated to demand or enforce payment upon any of the collateral for the Indebtedness, nor shall the Lender be liable to the Grantor for any failure to collect or enforce payment or performance of the Indebtedness from any Guarantor or Person or to realize on the collateral therefor;

     7.5 In addition to the collateral encumbered by the Security Documents, the Lender may take and hold other security (legal or equitable) of any kind, at any time, as collateral for the Indebtedness, and may, from time to time, in whole or in part, exchange, sell, surrender, release, subordinate, modify, waive, rescind, compromise or extend such security and may permit or consent to any such action or the result of any such action, and may apply such security and direct the order or manner of sale thereof;

     7.6 The Lender may request and accept other guaranties of the Indebtedness and any other Indebtedness, obligations or liabilities of the Borrower to the Lender and may, from time to time, in whole or in

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part, surrender, release, subordinate, modify, waive, rescind, compromise or extend any such guaranty and may permit or consent to any such action or the result of any such action; and

     7.7 The Lender may exercise, or waive or otherwise refrain from exercising, any other right, remedy, power or privilege (including the right to accelerate the maturity of any Indebtedness and any power of sale) granted by any Loan Document or Security Document or agreement, or otherwise available to the Lender, with respect to the Indebtedness, any of the collateral or other security for any or all of the Indebtedness, even if the exercise of such right, remedy, power or privilege affects or eliminates any right of subrogation or any other right of the Grantor against the Borrower;

     all as the Lender may deem advisable, and all without impairing, abridging, releasing or affecting this Agreement.

8. GRANTOR’S WAIVERS.

     8.1 Grantor waives and agrees not to assert:

          (a) any right to require Lender to marshal assets in favor of the Borrower, the Grantor, any Guarantor or any other Person, to proceed against the Borrower, any other Grantor of collateral for the Indebtedness or any Guarantor or other Person, to proceed against or exhaust any of the collateral or any other security held for the Indebtedness, to give notice of the terms, time and place of any public or private sale of personal property security constituting the collateral or any other collateral or security for the Indebtedness or comply with any other provisions of §9504 of the California Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of Lender whatsoever;

          (b) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Indebtedness;

          (c) any defense arising by reason of any lack of corporate or other authority or any other defense of the Borrower, the Grantor, any Guarantor, or any other Person;

          (d) any defense based upon Lender or Trustee’s errors or omissions in the administration of the Indebtedness;

          (e) any rights to set-offs and counterclaims;

          (f) (A) the Grantor’s rights of subrogation, reimbursement, indemnification, and contribution and (B) any other rights and defenses that are or may become available to the Grantor by reason of California Civil Code Sections 2787 to 2855, inclusive;

               (vii) any rights or defenses the Grantor may have in respect of its obligations as a Grantor of collateral for the Indebtedness, a guarantor or other surety by reason of any election of remedies by the creditor;

               (viii) any rights or defenses Grantor may have because the Loan obligation is secured by real property or an estate for years. These rights or defenses include, but are not limited to, any rights or defenses that are based upon directly or indirectly, the application of Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure to the Loan;

               (ix) any rights or defenses that Grantor may have because the Loan is secured by real property. This means, among other things: (A) Assignee may collect from Grantor without first foreclosing on any real or personal property collateral pledged by Borrower; and (B) If Assignee forecloses on any real property

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collateral pledged by Borrower: (1) The amount of the Indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (2) Assignee may collect from Grantor even if Assignee or Trustee, by foreclosing on the real property collateral, has destroyed any right Grantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Grantor may have because the Borrower’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure;

               (x) any rights or defenses arising out of an election of remedies by the creditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Indebtedness has destroyed the Grantor’s rights of subrogation and reimbursement against the principal by the operation of California Code of Civil Procedure Section 580d or otherwise; and

               (xi) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Agreement.

          (b) The Grantor waives any and all notice of the acceptance of this Agreement, and any and all notice of the creation, renewal, modification, extension or accrual of the Indebtedness, or the reliance by Lender upon this Agreement, or the exercise of any right, power or privilege hereunder. The Indebtedness shall conclusively be deemed to have been created, contracted, incurred and permitted to exist in reliance upon this Agreement. The Grantor waives promptness, diligence, presentment, protest, demand for payment, notice of default, dishonor or nonpayment and all other notices to or upon the Borrower, the Grantor or any guarantor or other person with respect to the Indebtedness.

          (c) The obligations of the Grantor hereunder are independent of and separate from the obligations of the Borrower, or any other guarantor or grantor and upon the occurrence and during the continuance of any Event of Default, a separate action or actions may be taken or brought against the Grantor to foreclose this Agreement, whether or not the Borrower or any Guarantor or any other grantor of collateral for the Indebtedness is joined therein or a separate action or actions are brought against the Borrower , any Guarantor, or any other grantor.

          (d) The Grantor shall not have any right to require Lender to obtain or disclose any information with respect to: (i) the financial condition or character of the Borrower or the ability of the Borrower to pay and perform the Indebtedness; (ii) the Indebtedness; (iii) the collateral or other security for any or all of the Indebtedness; (iv) the existence or nonexistence of any other guarantees of all or any part of the Indebtedness; (v) any action or inaction on the part of Lender or any other Person; or (vi) any other matter, fact or occurrence whatsoever.

          (e) The Grantor shall not have, shall not directly or indirectly exercise, and hereby subordinates to the rights of Assignee and Borrower, (i) any rights that it may acquire by way of subrogation under this Agreement, by any payment hereunder or otherwise, (ii) any rights of contribution, indemnification, reimbursement or similar suretyship claims arising out of this Agreement, and (iii) any other right which it might otherwise have or acquire (in any way whatsoever) which could entitle it at any time to share or participate in any right, remedy or security of Lender as against the Borrower, other grantor, or any guarantor, whether in connection with any of the Loan Documents or otherwise. If any amount shall be paid to the Grantor on account of the foregoing rights at any time when all the Indebtedness shall not have been paid in full, such amount shall be held in trust for the benefit of Lender and shall forthwith be paid to Lender to be credited and applied to the Indebtedness, whether matured or unmatured, in accordance with the terms of the Loan Documents.

9. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement:

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     9.1 Amendments. This Agreement constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.

     9.2 Applicable Law. This Agreement has been delivered to Lender and accepted by Lender in the State of California. If there is a lawsuit, Grantor agrees upon Lender’s request to submit to the jurisdiction of the courts of Sacramento County, State of California. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

     9.3 Attorneys Fees; Expenses. Grantor agrees to pay upon demand all of Lender’s reasonable costs and expenses, including attorneys’ fees and Lender’s legal expenses incurred in connection with the enforcement of this Agreement outside of a judicial or quasi-judicial proceeding. Lender may pay someone else to help enforce this Agreement in that manner and Grantor shall pay the costs and expenses of such enforcement. In the event of any action, proceeding, or arbitration arising out of or in connection with this Agreement, whether or not pursued to judgment, the prevailing party shall be entitled, in addition to all other relief, to recover its costs and reasonable attorneys’ fees, including those incurred in any case, action, proceeding or claim under the Federal Bankruptcy Code or any successor statute. Costs and expenses include attorneys’ fees, legal expenses, expert witness and consulting fees whether or not there is a lawsuit, including attorneys’ fees, costs and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, or post-judgment collection services or proceedings.

     9.4 Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement.

     9.5 Notices. All notices required to be given to Grantor and Lender under this Agreement shall be given in writing and shall be delivered as prescribed in Section 9.3 of the Loan Agreement.

     9.6 Power of Attorney. Grantor hereby appoints Lender as its true and lawful attorney-in-fact, irrevocably, with full power of substitution to do any and all acts which Grantor is obligated to do by this Agreement and for the purposes of carrying out the purposes of this Agreement and taking any action and executing any instruments which Lender may deem necessary or advisable to accomplish the purposes of this Agreement. Without limiting the generality of the forgoing, Lender shall have the right to do the following: (a) to demand, collect, receive, receipt for, sue and recover all sums of money or other property which may now or hereafter become due, owing or payable from the Collateral; (b) to execute, sign and endorse any and all claims, instruments, receipts, checks, drafts or warrants issued in payment for the Collateral; (c) to settle or compromise any and all claims arising under the Collateral, and, in the place and stead of Grantor, to execute and deliver its release and settlement for the claim; and (d) to file any claim or claims or to take any action or institute or take part in any proceedings, either in its own name or in the name of Grantor, or otherwise, which in the discretion of Lender may seem to be necessary or advisable. This power is given as security for the Indebtedness, and the authority hereby conferred is and shall be irrevocable and coupled with an interest and shall remain in full force and effect until renounced by Lender. Lender agrees that this power of attorney shall not be exercised until such time as Lender gives Grantor written notice of an Event of Default.

     9.7 Further Assurances. The parties hereto hereby agree to execute such other documents and take such other action as may be reasonably necessary to further the purposes of this Agreement.

     9.8 Preference Payments. Any monies Lender pays because of an asserted preference claim in Grantor’s bankruptcy will become a part of the Indebtedness and, at Lender’s option, shall be payable by Grantor as provided in Section 4, above.

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     9.9 Severability. If a court of competent jurisdiction finds any provision of this Agreement to be invalid of unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances. If feasible, any such offending provision shall be deemed to be modified to be within the limits of enforceability or validity; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Agreement in all other respects shall remain valid and enforceable.

     9.10 Successor Interests. Subject to the limitations set forth above on transfer of the Collateral, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns.

     9.11 Captions and Interpretations. Titles or captions contained herein are inserted as a matter of convenience and for reference, and in no way define, limit, extend or describe the scope of this Agreement or any provision hereof. No provision in this Agreement is to be interpreted for or against either party because that party or his legal representative drafted such provision.

     9.12 Incorporation of Recitals. All recitals set forth in the Recital section of this Agreement are incorporated herein and are deemed to be true and correct as of the Effective Date.

     9.13 Waiver. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender’s right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender’s rights or of any of Grantor’s obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.

     9.14 Waiver of Co-Obligor’s Rights. If more than one person is obligated for the Indebtedness, Grantor irrevocably waives, disclaims and relinquishes all claims against such other person which Grantor has or would otherwise have by virtue of payment of the Indebtedness or any part thereof, specifically including but not limited to all rights of indemnity, contribution or exoneration.

     9.15. Jury Trial Waiver. Grantor waives any right to trial by jury with respect to any action or proceeding relating to the Loan, the Loan Documents, this Agreement or any understandings or prior dealings between the parties.

GRANTOR AGREES THAT THIS AGREEMENT CONSTITUTES A WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY PURSUANT TO THE PROVISIONS OF CODE OF CIVIL PROCEDURE § 631 AND GRANTOR DOES CONSTITUTE AND APPOINT ASSIGNEE ITS TRUE AND LAWFUL ATTORNEY-IN-FACT (THE APPOINTMENT BEING COUPLED WITH AN INTEREST) AND GRANTOR DOES AUTHORIZE AND EMPOWER ASSIGNEE, IN THE NAME, PLACE, AND STEAD OF BORROWER, TO FILE THIS AGREEMENT WITH THE CLERK OR JUDGE OF ANY COURT OF COMPETENT JURISDICTION AS A STATUTORY WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY.

Initials:                                          [Insert initials of parties].

     9.16. Judicial Reference Provision.

     (a) In the event the Jury Trial Waiver set forth above is not enforceable, the parties elect to proceed under this Judicial Reference Provision.

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     (b) With the exception of the items specified in clause (c), below, any controversy, dispute or claim (each, a “Claim”) between the parties arising out of or relating to the Loan or this Agreement or any other document, instrument or agreement between the undersigned parties (collectively in this Section, the “Bank Documents”), will be resolved by a reference proceeding in California in accordance with the provisions of Sections 638 et seq. of the California Code of Civil Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim, including whether the Claim is subject to the reference proceeding. Except as otherwise provided in the Bank Documents, venue for the reference proceeding will be in the state or federal court in the county or district where the real property involved in the action, if any, is located or in the state or federal court in the county or district where venue is otherwise appropriate under applicable law (the “Court”).

     (c) The matters that shall not be subject to a reference are the following: (i) nonjudicial foreclosure of any security interests in real or personal property, (ii) exercise of self-help remedies (including, without limitation, set-off), (iii) appointment of a receiver and (iv) temporary, provisional or ancillary remedies (including, without limitation, writs of attachment, writs of possession, temporary restraining orders or preliminary injunctions). This reference provision does not limit the right of any party to exercise or oppose any of the rights and remedies described in clauses (i) and (ii) or to seek or oppose from a court of competent jurisdiction any of the items described in clauses (iii) and (iv). The exercise of, or opposition to, any of those items does not waive the right of any party to a reference pursuant to this reference provision as provided herein.

     (d) The referee shall be a retired judge or justice selected by mutual written agreement of the parties. If the parties do not agree within ten (10) days of a written request to do so by any party, then, upon request of any party, the referee shall be selected by the Presiding Judge of the Court (or his or her representative). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not granted. Pursuant to CCP § 170.6, each party shall have one peremptory challenge to the referee selected by the Presiding Judge of the Court (or his or her representative).

     (e) The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change in the time periods specified herein for good cause shown, to (i) set the matter for a status and trial-setting conference within fifteen (15) days after the date of selection of the referee, (ii) if practicable, try all issues of law or fact within one hundred twenty (120) days after the date of the conference and (iii) report a statement of decision within twenty (20) days after the matter has been submitted for decision.

     (f) The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a party’s failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered based upon good cause shown, no party shall be entitled to “priority” in conducting discovery, depositions may be taken by either party upon seven (7) days written notice, and all other discovery shall be responded to within fifteen (15) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding.

     (g) Except as expressly set forth herein, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of the transcript. The party making such a request shall have the obligation to arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing party, the parties will equally share the cost of the referee and the court reporter at trial.

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     (h) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a court proceeding, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision at the close of the reference proceeding, which disposes of all claims of the parties that are the subject of the reference. Pursuant to CCP § 644, such decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court and any such decision will be final, binding and conclusive. The parties reserve the right to appeal from the final judgment or order or from any appealable decision or order entered by the referee. The parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision.

     (i) If the enabling legislation, which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or justice, in accordance with the California Arbitration Act §1280 through §1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding.

     (j) THE PARTIES RECOGNIZE AND AGREE THAT ALL CONTROVERSIES, DISPUTES AND CLAIMS RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS, HIS OR HER OWN CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY CONTROVERSY, DISPUTE OR CLAIM BETWEEN OR AMONG THEM ARISING OUT OF OR IN ANY WAY RELATED TO, THE LOAN OR THIS AGREEMENT, OR THE OTHER BANK DOCUMENTS.

     Initials:                                          [Insert initials of parties].

     9.17 Return of Collateral. Lender agrees to return the Collateral to Grantor promptly upon payment in full of the Indebtedness ant the termination of any obligation of Lender to make further Advances.

     9.18 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument, with the same effect as if all parties had signed the same signature page. The parties authorize removal of the signature page of this Agreement from any counterpart copy and the attachment of all signature pages to a single counterpart copy so that the signatures of all those signing will be physically attached to the same document. Delivery of an executed counterpart of this Agreement by facsimile shall be equally as effective as delivery of an originally executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by facsimile shall also deliver an originally executed counterpart of this Agreement, but failure to deliver an originally executed counterpart shall not affect the validity, enforceability or binding effect of this Agreement.

     9.19 USA Patriot Act Notice. Lender hereby notifies Grantor that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies Grantor, which information includes the name and address of Grantor and other information that will allow Lender to identify Grantor in accordance with the Act.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE(S)]

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     GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS STOCK PLEDGE AGREEMENT, AND GRANTOR AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AS OF THE DATE FIRST SET FORTH ABOVE.

GRANTOR:

/s/ Stephen C. Kircher Stephen C. Kircher, Trustee of the

Kircher Family Irrevocable Trust

LENDER:

Umpqua Bank, an Oregon corporation

By:	/s/ Ed Jensen
	Ed Jensen
	Senior Vice President

EX-99.1

Exhibit 99.1

GUARANTY

     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”).

Recitals

     WHEREAS, HEK Partners LLC a California limited liability company (the “Managing Member”), is the managing member of Master Tenant 2008-C LLC, a Delaware limited liability company (the “Company”) and of Solar Tax Partners 1, LLC, a California limited liability company (the “Lessor”).

     WHEREAS, Hedden and Kay are the members of the Managing Member.

     WHEREAS, SPI is the developer of the Energy Systems (as defined below).

     WHEREAS, Greystone Renewable Energy Fund 2008-A LLC, a Delaware limited liability company (the “Investor Member”), and the Managing Member are the only members of the Company.

     WHEREAS, the Company is operating pursuant to that certain Operating Agreement dated as of the date hereof (the “Operating Agreement”).

     WHEREAS, the Lessor was formed to construct a 3,614.56 kW solar photovoltaic system (the “Energy Systems”) in a manner that will qualify for the energy credit under Section 48 of the Code and the Cash Grants under the Cash Grant Guidance.

     WHEREAS, the Company was formed for the purpose of leasing the Energy Systems from the Lessor pursuant to that certain Lease dated as of the date hereof.

     WHEREAS, the Lessor and the Company have executed or will execute that certain Pass- Through Agreement (the “Pass Through Agreement”) of even date herewith pursuant to which the Lessor will elect under Section 50 of the Code and the Cash Grant Guidance to pass through to the Tenant the Energy Credits or Cash Grants to which the Lessor is otherwise entitled as a result of the installation and placement in service of the Energy Systems.

     WHEREAS, the Managing Member, under the Operating Agreement, represents, warrants and covenants, among other things, that it will use diligent efforts to operate the Energy Systems as required by the Code in order to qualify for and maintain the Energy Credits, Cash Grants and other tax benefits anticipated in connection therewith.

     WHEREAS, the Guarantors will benefit from the installation and operation of the Energy Systems and has agreed to provide certain guaranties.

     Now, therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantors hereby agree for the benefit of the Investor Member as follows:

     1. Covenants, Representations and Warranties.

     SPI represents and warrants to the Investor Member as follows:

          (a) the execution, delivery and performance by it of this Guaranty does not and will not contravene or conflict with any law, order, rule, regulation, writ, injunction or decree now in effect of any government, governmental instrumentality or court or tribunal having jurisdiction over it, or any contractual restriction binding on or affecting it;

          (b) the execution, delivery and performance by it of this Guaranty does not and will not conflict with or result in a breach of the terms or provisions of any indenture, agreement or instrument to which it is a party, or by which it is bound, or to which it is subject, or constitute a default thereunder;

          (c) with the assistance of counsel of its choice, it has read and reviewed this Guaranty and such other documents as it and its counsel deemed necessary or desirable to read;

          (d) it is a corporation and is formed and existing under the laws of the State of California and has the full power and authority to enter into and perform its obligations under this Guaranty; and

          (e) it has duly authorized, executed and delivered this Guaranty, and this Guaranty is fully enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and other laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether a proceeding is sought in equity or at law).

     Each of Hedden and Kay represents and warrants to the Investor Member as follows:

          (f) he is an individual who resides in and is of the lawful age of majority in the State of California and is legally competent and has sufficient legal capacity to enter into a valid, binding and enforceable contract, and has sufficient knowledge of all relevant facts related to the transactions and undertakings described in this Guaranty and to carry out and perform the provisions of this Guaranty and such other relevant documents;

          (g) the execution, delivery and performance by him of this Guaranty does not and will not conflict with or result in a breach of the terms or provisions of any indenture, agreement or instrument to which he is a party, or by which he is bound, or to which he is subject, or constitute a default thereunder;

          (h) with the assistance of counsel of his choice, he has read and reviewed this Guaranty and such other documents as he and his counsel deemed necessary or desirable to read; and

2

          (i) this Guaranty is fully enforceable against him in accordance with its terms, subject to applicable bankruptcy, insolvency and other laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether a proceeding is sought in equity or at law).

     2. Guaranty.

          (a) (i) SPI unconditionally guarantees due payment, performance and fulfillment of any and all of the Managing Member’s obligations (A) related to any Recapture Event as set forth in Section 5.01(e) of the Operating Agreement, (B) related to any repurchase obligation as set forth in Section 5.05 of the Operating Agreement, (C) to fund Excess Development Costs and to make Operating Deficit Loans pursuant to Sections 8.09(a) and (b), respectively, of the Lessor Operating Agreement, (D) to make Operating Deficit Loans pursuant to Section 8.09(b) of the Operating Agreement, and (E) with respect to the exercise of the Put Option as set forth in Section 9.05 of the Operating Agreement.

     (ii) Hedden and Kay hereby guaranty, on a joint and several basis, the following: (A) the payment of the first $250,000 needed by the Company in order to permit the Company to pay the Priority Return on a current basis; (B) any liability of the Managing Member in the event either or both of Hedden or Kay sell, transfer or otherwise dispose of any portion or all of Hedden’s or Kay’s interest(s) in the Managing Member or all or a portion of the Managing Member’s interest(s) in either or both of the Lessor or the Company without the prior written consent of the Investor Member, which consent shall not be unreasonably withheld; (C) any liability of the Managing Member that results from the gross negligence or intentional misconduct of Hedden and/or Kay; (D) to the extent not already applied under clause (A) of this Section 2(a)(ii), the first $250,000 needed by the Managing Member to make Operating Deficit Loans pursuant to Section 8.09(b) of the Operating Agreement, and (E) to the extent not already applied under clauses (A) or (D) of this Section 2(a)(ii), the first $250,000 needed by the Managing Member with respect to the exercise of the Put Option as set forth in Section 9.05 of the Operating Agreement; it being understood that the aggregate maximum liability of Hedden and Kay under clauses (A), (D) and (E) of this Section 2(a)(ii) is $250,000.

          (b) The Guarantors’ obligations under Section 2(a) shall expire on December 31, 2018.

     3. Attorneys’ Fees and Expenses. Each Guarantor shall reimburse the Investor Member for all reasonable attorneys’ fees and expenses which the Investor Member pays or incurs in connection with enforcing this Guaranty against such Guarantor, including, without limitation, all costs, attorneys’ fees and expenses incurred by the Investor Member in connection with any insolvency, bankruptcy, reorganization, arrangement or other similar proceedings involving such Guarantor which affect the exercise by the Investor Member of its rights and remedies hereunder. In other words, any (or each) Guarantor shall not be liable for the cost of enforcing this Guaranty against any other Guarantor. Any and all such costs, attorneys’ fees and expenses not so paid shall bear interest at an annual interest rate equal to the lesser of (i) 18%, or (ii) the highest rate permitted by applicable law, from the date incurred by the Investor Member until paid by such Guarantor.

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     4. Direct and Primary Obligations. The Guarantors agree that if the obligations guaranteed by this Guaranty are not fully and timely paid or performed according to the tenor thereof, whether by acceleration or otherwise, Guarantors shall immediately upon receipt of written demand therefor from the Investor Member pay all amounts due or performance obligations hereby guaranteed in like manner as if the obligations constituted the direct and primary obligations of the Guarantors. The Guarantors shall not have any right of subrogation as a result of any payment or performance hereunder or any other payment made or performance by any Guarantor on account of the amounts or obligations due hereunder, and the Guarantors hereby waive, release and relinquish any claim based on any right of subrogation, any claim for unjust enrichment or any other theory that would entitle any Guarantor to a claim against the Company or the Lessor based on any payment made or performance hereunder or otherwise on account of the amounts or obligations due hereunder.

     5. Continuing and Irrevocable Obligations. This Guaranty and the obligations of the Guarantors hereunder shall be continuing and irrevocable until all amounts have been satisfied in full. Notwithstanding the foregoing or anything else set forth herein, and in addition thereto, if at any time all or any part of any payment received by the Investor Member from any of the Guarantors under or with respect to this Guaranty is or must be rescinded or returned for any reason whatsoever (including, but not limited to, determination that said payment was a voidable preference or fraudulent transfer under insolvency, bankruptcy or reorganization laws), then each Guarantor’s obligations hereunder shall, to the extent of the payment rescinded or returned, be deemed to have continued in existence, notwithstanding such previous receipt of payment by the Investor Member, and each Guarantor’s obligations hereunder shall continue to be effective or be reinstated as to such payment, all as though such previous payment to the Investor Member had never been made. The provisions of the foregoing sentence shall survive termination of this Guaranty, and shall remain a valid and binding obligation of the Guarantors until satisfied.

     6. No Discharge. Each Guarantor acknowledges that the Investor Member is a member of the Company. Each Guarantor agrees that the exercise by the Investor Member, of any of its rights or remedies under the Operating Agreement for Managing Member’s failure to fulfill its obligations related to any Recapture Event set forth in Section 5.01(e) or obligations as set forth in Sections 5.05 and 9.05 of the Operating Agreement or otherwise shall not serve to reduce or discharge the liability of the Guarantors hereunder, except to the extent of any recovery actually realized by the Investor Member in cash; provided, however that the Investor Member shall have no obligation to exercise any of its rights or remedies under the Operating Agreement. Each Guarantor waives and releases any claim it may now or hereafter have against the Investor Member based on any theory or cause of action that conflicts with the agreements of the parties set forth in this Section 6.

     7. Other Indebtedness Subordinated. Any payments or obligations owing under the Operating Agreement to the Managing Member and/or the Guarantors shall be subordinate to the obligations of the Guarantors to the Investor Member under this Guaranty.

     8. Waiver and Estoppel. Each Guarantor hereby grants to the Investor Member, in its absolute discretion and without notice to such Guarantor, the power and authority to deal in any lawful manner with the obligations guaranteed hereby. Without limiting the generality of

4

the foregoing, each Guarantor knowingly waives and agrees that it will be estopped from asserting any argument to the contrary as follows: (a) any and all notice of acceptance of this Guaranty or of the creation, renewal or accrual of any of the obligations or liabilities hereunder indemnified against, either now or in the future; (b) protest, presentment, demand for payment, notice of default or nonpayment, notice of protest or default; (c) any and all notices or formalities to which it may otherwise be entitled, including, without limitation, notice of the granting of any indulgences or extensions of time of payment of any of the liabilities and obligations hereunder and hereby indemnified against; (d) any promptness in making any claim or demand hereunder; (e) the defense of the statute of limitations in any action hereunder or in any action for the collection of amounts payable hereunder; (f) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (g) any defense based upon an election of remedies which destroys or otherwise impairs any or all of the subrogation rights of the Investor Member or the right of the Investor Member to proceed against any other person for reimbursement, or both; (h) any duty or obligation of the Investor Member to perfect, protect, retain or enforce any security for the payment of amounts payable by any of the Guarantors hereunder or to proceed against any one or more persons as a condition to proceeding against the Guarantors; and (i) to the extent it may be waived, any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty. No delay or failure on the part of the Investor Member in the exercise of any right or remedy against any other party against whom the Investor Member may have any rights shall operate as a waiver of any agreement or obligation contained herein, and no single or partial exercise by the Investor Member of any rights or remedies hereunder shall preclude other or further exercise thereof or other exercise of any other right or remedy. No provision of this Guaranty or right of the Investor Member hereunder can be waived, nor can any of the Guarantors be released from its obligations hereunder, except by a writing duly executed by the Investor Member. This Guaranty may not be modified, amended, revised, revoked, terminated, changed or varied in any way whatsoever, except by the express terms of a writing duly executed by the Guarantors and the Investor Member.

     9. Notices. All notices, demands, requests or other communications to be sent by one party to the other hereunder or required by law shall be in writing, shall be sent by certified mail, postage prepaid, return receipt requested, or by overnight courier, or by hand delivery, and shall be effective as of the date on which it is received or would have been received but for the refusal of the addressee to accept delivery, and shall be addressed as follows:

To the Investor Member:

Greystone Renewable Energy Fund 2008-A LLC
152 West 57th Street, 60th Floor
New York, NY 10019
Attention: Matthew James
Facsimile: (212) 649-9701

5

     And copies to:

Nixon Peabody LLP
401 Ninth Street, NW, Suite 900
Washington, DC 20004
Attention: Michael J. Goldman
Facsimile: (202) 585-8080

Greystone Renewable Energy Manager LLC
c/o Greystone & Co. Inc.
Carnegie Hall Tower
152 West 57th Street, 60th Floor
New York, NY 10019
Attention: General Counsel
Facsimile: (212) 896-9155

To Guarantors:

Solar Power, Inc.
1115 Orlando Avenue
Roseville, CA 95661
Attention: Steve Kircher
Phone: (916) 745-0900
Facsimile: (916) 721-0478

     And:

William H. Hedden
1838 15th Street
San Francisco, CA 94103
Phone: (415) 703-9830
Facsimile: (415) 703-9834

     And:

Steven Kay
100 The Embarcadero, Penthouse
San Francisco, CA 94105
Phone: (415) 357-1200
Facsimile: (415) 512-9277

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     And a copy to:

Weintraub Genshlea Chediak
400 Capitol Mall, 11th Floor
Sacramento, CA 95814
Attention: David Adams
Facsimile: (916) 446-1611

By giving to the other party hereto at least fifteen (15) business days’ written notice thereof in accordance with the provisions hereof, the parties hereto shall have the right from time to time to change their respective addresses and each shall have the right to specify as its address any other address within the United States of America.

     10. Assignment. If the Interest of the Investor Member is transferred and the person to whom the Interest is transferred is admitted as a member to the Company, all in accordance with the Operating Agreement, this Guaranty shall automatically be assigned therewith , to such person without the need of any express assignment, and, when so assigned, the Guarantors shall be bound as set forth herein to the assignee(s) without in any manner affecting any of the Guarantors’ liability.

     11. Governing Law. This Guaranty shall be governed by and construed in accordance with the laws of the State of California (the “State”) without regard to principles of conflicts of law, except to the extent that any of such laws may now or hereafter be preempted by Federal law, in which case, such Federal law shall so govern and be controlling. In any action brought under or arising out of this Guaranty, each of the Guarantors hereby consents to the jurisdiction of any competent court within the State and consent to service of process by any means authorized by the laws of the State. Except as provided in any other written agreement now or at any time hereafter in force between the Investor Member and the Guarantors, this Guaranty shall constitute the entire agreement of the Guarantors with the Investor Member with respect to the subject matter hereof, and no representation, understanding, promise or condition concerning the subject matter hereof shall be binding upon the Investor Member and the Guarantors unless expressed herein.

     12. Duration. Each of the Guarantors hereby agrees that this Guaranty, shall remain in full force and effect at all times hereinafter until paid and/or performed in full subject to the limitations and expiration periods set forth herein, notwithstanding any action or undertakings by or against the Investor Member and each of the Guarantors in any proceeding in the United States Bankruptcy Court, including, without limitation, any proceeding relating to valuation of collateral, election or imposition of secured or unsecured claim status upon claims by the Investor Member pursuant to any Chapter of the Bankruptcy Code or the Rules of Bankruptcy Procedure, as same may be applicable from time to time. Except as otherwise provided in Section 2(b) hereof, each Guarantor acknowledges that it may not be possible to determine the existence of liability hereunder until after such time as the IRS is prohibited from assessing additional tax liability against the Investor Member for any year in which it claimed Tax Credits, which may be at a point in time subsequent to when the Investor Member has disposed of its Interest.

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     13. Miscellaneous.

          (a) Should any one or more provisions of this Guaranty be determined to be illegal or unenforceable, all other provisions shall nevertheless be effective.

          (b) When the context and construction so require, all words used in the singular herein shall be deemed to have been used in the plural, and the masculine shall include the feminine and neuter and vice versa. The word “person,” as used herein, shall include any individual, company, firm, association, limited liability company, corporation, trust or other legal entity of any kind whatsoever.

          (c) All headings in this Guaranty are for convenience of reference only and are not intended to qualify the meaning of any provision of this Guaranty.

          (d) The obligations of the Guarantors contained herein are undertaken solely and exclusively for the benefit of the Investor Member and its permitted successors and assigns, and no other person or entities shall have any standing to enforce such obligations or be deemed to be beneficiaries of such obligations.

          (e) This Guaranty may be executed in any number of counterparts, each of which shall be effective only upon delivery and thereafter shall be deemed to be an original, and all of which, when taken together, shall be one and the same instrument, with the same effect as if all parties hereto had signed the same signature page. Any signature page of this Guaranty may be detached from any counterpart of this Guaranty without impairing the legal effect of any signatures thereon and may be attached to another counterpart of this Guaranty identical in form hereto but having attached to it one or more additional signature pages.

          (f) Capitalized terms used in this Guaranty and not specifically defined herein shall have the meanings assigned to them in the Operating Agreement dated of even date herewith.

[ signatures begin on the following page ]

8

     IN WITNESS WHEREOF, each of the undersigned has executed this Guaranty as of the date first above written.

Guarantors:

SOLAR POWER, INC., a California corporation
By:	/s/ Stephen C. Kircher
	Name:	Stephen C. Kircher
	Its: CEO

WILLIAM H. HEDDEN  

/s/ William H. Hedden  

William H. Hedden
 

STEVEN KAY  

/s/ Steven Kay

Steven Kay

9

EX-99.2

Exhibit 99.2

CONFIDENTIAL
Engineering Procurement and Construction Contract
Solar Tax Partners I, LLC and Solar Power, Inc.

ENGINEERING, PROCUREMENT AND CONSTRUCTION CONTRACT

Customer:	Solar Tax Partners I, LLC, a California Limited Liability Company Attn:
Customer Address:
Contract Effective Date:	September 30, 2009
Contract Amount:	$19,557,120
Estimated Construction Period:	6.0 Months
Estimated Project Start Date:	May 1, 2009 (Actual commencement date)
Generating Facility Abstract:	3,614.56 kWdc	Single Axis Flat Tracker Ground Mounted
Site Host:	Aerojet-General Corporation Rancho Cordova Facilities	Aerojet Road and Folsom Blvd. Rancho Cordova, CA 95813

This Engineering Procurement and Construction (“EPC”) Contract (“Contract”) is made and entered into as of the Contract Effective Date by and between Solar Power, Inc., a California corporation, (“EPC Provider”) having its principal offices at 1115 Orlando Ave. Roseville, CA 95661, and the Customer, for the purposes of providing comprehensive energy services. EPC Provider and the Customer may singularly be identified as “Party” and collectively as “Parties.” The attachments listed below as being attached are attached hereto and fully incorporated herein.

ATTACHMENTS TO CONTRACT

			Not Applicable/
Attachment	Title	Attached	Not Attached
A	Site, Facilities and Existing Equipment	þ	o
B	Scope of Work	þ	o
C	Bill of Materials	þ	o
D	Project Schedule	þ	o
E	Progress Payment Schedule	þ	o
F	Commissioning Schedule	þ	o
G	Data Acquisition System Requirements	þ	o
H	Not Used	þ	o
I	EPC Provider Form Documents	þ	o
J	Federal and State Rebates and Incentives	þ	o
K	Warranties	þ	o
L	Not Used	þ	o
M	Insurance Requirements	þ	o
N	Not Used	þ	o
O	List of Required Drawings	þ	o

     IN WITNESS WHEREOF, and intending to be legally bound, the Parties hereto subscribe their names to this Contract by their duly authorized officers as of the Contract Effective Date first above written.

EPC PROVIDER:			CUSTOMER:
SOLAR POWER, INC.			SOLAR TAX PARTNERS I, LLC
By:	/s/ Todd Lindstrom		By:	/s/ Solar Tax Partners I, LLC
	Print Name:	Todd Lindstrom		Print Name:
	Title:	Executive Vice President		Title:

PAGE 1 OF 22

CONFIDENTIAL EPC Contract-Solar Tax Partners I, LLC and SPI

GENERAL TERMS AND CONDITIONS

CONTRACT RECITALS

     WHEREAS, Solar Tax Partners I, LLC will own and operate a solar photovoltaic system (as further defined in Section 1 below, the “Generating Facility”) at the Aerojet Facility, located at Aerojet Road and Folsom Blvd., Rancho Cordova, CA 95813, in the County of Sacramento, California;

     WHEREAS, EPC Provider is a full-service energy services company with the technical capabilities to provide services to the Customer including, but not limited to, engineering, procurement, construction management, installation, construction, training, and monitoring and verification of the Generating Facility; and

     NOW, THEREFORE, the Customer and EPC Provider hereby agree as follows:

SECTION 1. DEFINITIONS

     For purposes of the Engineering Procurement and Construction Contract, and its Attachments, the defined terms herein shall have the meaning set forth as follows:

     1.1 Applicable Laws: “Applicable Laws” shall mean all laws, building codes, rules, regulations, or orders of any federal, state, county, local, or other governmental body, agency, or other authority having jurisdiction over the Generating Facility and/or the performance of the Work.

     1.2 Applicable Permits: “Applicable Permits” shall mean all permits, waivers, authorizations, or licenses issued or required to be issued by any federal, state, county, local, or other governmental body, agency, or other authority having jurisdiction over the Generating Facility and/or performance of the Work.

     1.3 Application for Substantial Completion: “Application for Substantial Completion” shall mean the application for Substantial Completion that will be submitted by EPC Provider to Customer as contemplated by Section 12.1.

     1.4 Certificate of Substantial Completion: “Certificate of Substantial Completion” shall mean the written notice executed by the Customer and the EPC Provider in accordance with Section 12.1. Such fully executed certificate shall be conclusive evidence that the Work is Substantially Complete.

     1.5 Certificate of Final Completion: “Certificate of Final Completion” shall mean the written notice executed by Customer pursuant to Section 12.4. A fully executed Certificate of Final Completion shall be conclusive evidence that Final Completion of the Work had been achieved.

     1.6 Change: “Change” shall mean any material addition to, deletion from, or other modification to the quality, function, or intent of the Work, including without limitation any such addition, deletion, or other modification that constitutes a material change to the Scope of Work.

     1.7 Change Order: “Change Order” shall mean a written document signed by both EPC Provider and the Customer that authorizes EPC Provider to perform a Change to the Scope of Work. The Change Order shall modify the Scope of Work and shall identify: (1) the Change to the Scope of Work; (2) any additional compensation to be paid to EPC Provider to perform such Change; and (3) any extensions of Time to the Project Schedule to perform such Change.

     1.8 Code: “Code” shall mean the Internal Revenue Code of 1986, as amended.

     1.9 Commissioning: “Commissioning” shall mean the set of tests and procedures performed on the Generating Facility as described in Attachment F.

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CONFIDENTIAL EPC Contract-Solar Tax Partners I, LLC and SPI

     1.10 Commissioning Engineer: The “Commissioning Engineer” shall be Customer or a representative designated by Customer to evaluate and certify the capabilities of the Generating Facility.

     1.11 Construction Documents: “Construction Documents” shall mean the final designs, drawings, and specifications that describe the technical requirements for the installation of all the materials and equipment pursuant to this Contract and that are used for the Work.

     1.12 Contract: “Contract” shall mean this Engineering Procurement and Construction Contract and all Attachments attached hereto which are incorporated herein, as the same may be amended or modified from time to time in accordance with the provisions hereof, including any Change Orders executed in accordance with this Contract.

     1.13 Contract Amount: “Contract Amount” shall mean the amount of compensation that shall be paid by Customer to EPC Provider for performing the Work in accordance with the Scope of Work, attached hereto as Attachment B; as such amount may be increased or decreased in accordance with Change Orders.

     1.14 Contract Documents: “Contract Documents” shall mean this Contract, the Construction Documents, and any amendments thereto.

     1.15 Contract Effective Date: “Contract Effective Date” shall mean September 30, 2009.

     1.16 Contract Term: The “Contract Term” shall commence on the Contract Effective Date and end on the last day of the System Warranty period, unless terminated earlier in accordance with the terms hereof.

     1.17 Data Acquisition System (DAS): “Data Acquisition System” or “DAS” shall mean the Generating Facility monitoring system described in Attachment G.

     1.18 Direct Costs: “Direct Costs” means EPC Provider’s actual and verifiable cost of labor, support labor, material, equipment, services, tools, supplies, subcontracts, jobsite facilities, utilities, and jobsite staffing necessary to perform the Work.

     1.19 Easement: “Easement” shall mean the Easement from the Site Host, which is a separate legal instrument giving the Customer legal control of the Site for the purposes of installing and operating the Generating Facility.

     1.20 Energy Delivery Point: “Energy Delivery Point” means the point or points of tie-in between the Generating Facility and the Site Host’s electrical switchgear.

     1.21 Environmental Attributes: “Environmental Attributes” means, collectively, all environmental and other attributes that differentiate the Generating Facility or the energy output of the Generating Facility from energy generated by certain other generation units, fuels or resources, including those attributable to the avoidance of environmental impacts on air, soil, water or climate, such as the emission of any oxides of nitrogen, sulfur or carbon or of mercury, or other gas or chemical, soot, particulate matter or other substances attributable to the Generating Facility or the compliance of the Generating Facility or the energy output with the law, rules and standards of the United Nations Framework Convention on Climate Change (the “UNFCCC”) or the Kyoto Protocol to the UNFCCC or crediting “early action” with a view thereto, or laws or regulations involving or administered by the Clean Air Markets Division of the Environmental Protection Agency or successor administrator or any local, state or federal entity given jurisdiction over a program involving transferability of environmental attributes and right to report to any federal, state, or local agency or authority or other party that Customer owns the environmental attributes associated with the energy output of the Generating Facility.

     1.22 Environmental Incentives: “Environmental Incentives” means all rights, credits (including tax credits), rebates, benefits, reductions, offsets, and allowances and entitlements of any kind, howsoever entitled or named (including carbon credits and allowances and renewable energy certificates), whether

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CONFIDENTIAL EPC Contract-Solar Tax Partners I, LLC and SPI

arising under federal, state or local law, international treaty, trade association membership or the like arising from the Environmental Attributes of the Generating Facility or the energy output or otherwise from the development or installation of the Generating Facility or the production, sale, purchase, consumption or use of the energy output. Without limiting the forgoing, Environmental Incentives includes the right to apply for (and entitlement to receive) incentives under any applicable state rebates or incentive programs and the right to claim federal income tax credits under Sections 45 or 48 of the Code.

     1.23 Final Completion: “Final Completion” shall be deemed to have occurred when (a) Customer agrees in writing that 100% of the Work as identified in the Scope of Work has been completed to the satisfaction of the Customer, Customer’s agent, and/or Customer’s designated Commissioning Engineer; (b) all Commissioning tests and procedures have been successfully completed in accordance with Attachment F; and (c) the Generating Facility has operated continuously for one (1) week at ninety-five percent (95%) of the expected kWh production as determined by the Commissioning Engineer based on the real weather conditions as certified by the Commissioning Engineer and the system specifications and ratings for the Generating Facility.

     1.24 Force Majeure: “Force Majeure” shall mean those events beyond the control of the affected Party and which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which it has been unable to overcome despite the exercise of reasonably diligent efforts, including, without limitation, acts of God and the public enemy; relocation or construction of transmission facilities or the shutdown of such facilities for the purpose of necessary repairs; permanent or temporary relocation of the Generating Facility and/or the Support Structure, including due to natural disasters; fire; civil disobedience, sabotage; restraint by court order or public authority (whether valid or invalid), and/or inability to obtain or keep in force the necessary governmental or Site Host authorizations, permits, licenses, certificates or approvals, in each case, if not caused by the fault of the Party asserting the Force Majeure.

     1.25 Generating Facility: “Generating Facility” shall have the meaning given that term in the Contract Recitals and is further described by Attachments B and C. The Generating Facility shall include the Data Acquisition System.

     1.26 Hazardous Substances: “Hazardous Substances” shall mean any hazardous, toxic, or dangerous wastes, substances, chemicals, constituents, contaminants, pollutants, and materials and any other carcinogenic, corrosive, ignitable, radioactive, reactive, toxic, or otherwise hazardous substances or mixtures (whether solids, liquids, gases) now or at any time subject to regulation, control, remediation, or otherwise addressed under Applicable Laws; (i) any “hazardous substance” as defined by the Resource, Conservation and Recovery Act of 1976 (42 United States Code (“U.S.C.”)         , Section 6901 et seq.), as amended, and regulations promulgated thereunder; (ii) any “hazardous, toxic or dangerous waste, substance or material” specifically defined as such in U.S.C. Section 9601 et seq., as amended and regulations promulgated thereunder; and (iii) any hazardous, toxic or dangerous waste, substance, or material as defined in any so-called “superfund” or “super-lien” law. For purposes of this Agreement, Hazardous Substances shall also include without limitation any pesticide, or any insecticide, fungicide or rodenticide as described in the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. Section 136 et seq.

     1.27 Interconnection Agreement: “Interconnection Agreement” shall mean an agreement entered into by and between Customer or Site Host (as appropriate) and the Utility which agreement shall provide for (i) the Generating Facility to be interconnected with the Utility’s electricity distribution system, (ii) for energy to flow from the Generating Facility to such system and (iii) for energy to flow from such system to the Energy Delivery Point, under the net metering provisions of the Utility’s tariff.

     1.28 Load: “Load” shall mean the total electric consumption as measured by the aggregate of all meters at delivery points serving the Site.

     1.29 Party or Parties: “Party” or “Parties” shall mean EPC Provider, Customer, each or both of them, as the context may require pursuant to the terms and conditions of this Contract.

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CONFIDENTIAL EPC Contract-Solar Tax Partners I, LLC and SPI

     1.30 Power: “Power” shall mean the total quantity of all actual electric power, both energy and capacity generated by the Generating Facility including all Environmental Attributes and Environmental Incentives.

     1.31 Project Schedule: “Project Schedule” means the schedule for the Work, as further detailed in Section 9.1.

     1.32 Punchlist: “Punchlist” shall mean a list provided by Customer to EPC Provider of items of unfinished Work which do not preclude Customer’s beneficial use of the Generating Facility and can be completed within thirty (30) days and without material interference with Customer’s operations.

     1.33 Retainage: “Retainage” has the meaning set forth in Section 4.1.

     1.34 Site: “Site” shall mean that area or areas where the materials and equipment for the Generating Facility (as described in the Scope of Work) shall be installed and/or used to perform the Work.

     1.35 Site Host: “Site Host” shall mean the entity identified on the first page of this Contract.

     1.36 Scheduled Substantial Completion Date: “Scheduled Substantial Completion Date” means October 30, 2009, as such date may be extended in accordance with the terms of this Contract.

     1.37 Scope of Work: “Scope of Work” shall mean the Work to be performed hereunder by EPC Provider, and/or EPC Provider’s subcontractors, pursuant to the Scope of Work (as amended by Change Orders), attached hereto as Attachment B, and in accordance with the terms and conditions of this Contract.

     1.38 Substantial Completion: “Substantial Completion” or “Substantially Complete” shall mean the stage in the progress of the Work or portion of the Work, where the Generating Facility is mechanically and electrically complete in accordance with the Contract Documents (subject to Punchlist items) so that Customer is able to utilize the Generating Facility for its intended use or purpose; provided, that the Generating Facility need not be interconnected in order to be deemed Substantially Complete.

     1.39 Support Structure: “Support Structure” shall mean the galvanized steel frame or structure which will hold up the Generating Facility on the Site, and all supports thereto.

     1.40 Time: “Time” shall mean the time period within which EPC Provider shall complete the Work in accordance with the Project Schedule.

     1.41 Utility: For purposes of this Agreement, the parties agree that the “Utility” is Sacramento Municipal Utility District (SMUD).

     1.42 Utility Interconnection Approval: “Utility Interconnection Approval” shall have the meaning given to it in Section 12.2.

     1.43 Work: “Work” shall mean the design, procurement, installation and construction of the Generating Facility and all other services to be provided by EPC Provider hereunder, in accordance with the terms hereof, including the Scope of Work.

SECTION 2. PERFORMANCE OF THE WORK

     2.1 Status of the Work. EPC Provider commenced the performance of the Work prior to the execution of this Contract. Concurrent with this Contract, Customer and EPC provider are executing an assignment from EPC Provider to Customer of the Solar Power Purchase Agreement (“PPA”) between Site Host and EPC Provider, pursuant to which Site Host is obligated to purchase the electricity generated from the Generating Facility, on the terms and conditions set forth in the PPA. By executing this Contract,

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CONFIDENTIAL EPC Contract-Solar Tax Partners I, LLC and SPI

Customer is agreeing to fund the construction of the Generating Facility, in order to allow Customer to partially satisfy its obligations under the PPA.

     2.2 Performance of Work. EPC Provider shall perform the Work in accordance with the provisions of this Contract. Such Work shall be performed in an expeditious manner that is consistent with the standard of care of highly skilled contractors performing work similar in scope (and geographic location) to the Work. EPC Provider shall ensure that all Work is performed in accordance with applicable equipment manufacturers’ requirements, including all requirements necessary to preserve and maintain in effect any and all warranties and, if applicable, any performance guarantees with respect to such equipment.

     2.3 Notice to Proceed. Work has commenced on the Generating facility. Customer’s execution of this Contract shall constitute a written Notice to Proceed (“Notice to Proceed” or “NTP”) to EPC Provider to continue and complete the Work.

SECTION 3. CUSTOMER/SITE-HOST OBLIGATIONS

     3.1 Data Acquisition System Interconnectivity Requirements. Customer shall request from Site Host, and shall be responsible for obtaining for the benefit of the Generating Facility from Site Host, at Customer’s sole cost and expense, the communication service necessary for the operation of the Data Acquisition System, which requirements are more specifically detailed on Attachment G attached hereto.

     3.2 Customer Obligations.

          (a) Customer shall use commercially reasonable efforts to cause Site Host to provide the following documents and to perform the following acts within ten (10) calendar days of EPC Provider’s request therefore:

               (i) Furnish all surveys or other information in Site Host’s possession that describe the physical characteristics, legal limitations, and utility locations in and around the Site;

               (ii) Disclose any prior environmental review documentation and all known information in Site Host’s possession concerning subsurface conditions, including without limitation the existence of any known Hazardous Substances, in or around the general area of the Site where the Work will be performed pursuant to the Scope of Work;

               (iii) Supply EPC Provider and Customer with all relevant information in Site Host’s possession, including any structural or other relevant as-built drawings and photographs, of prior construction undertaken in the general area of the Site where the Work will be performed; and

               (iv) Obtain any and all easements, zoning variances, planning approvals, including any resolution of any environmental impact issues, and any other legal authorizations regarding utilization of the Site reasonably necessary for the execution of the Work.

          (b) Customer shall also do the following:

               (i) Attend the regularly scheduled progress meetings and participate as needed regarding scheduling of work.

               (ii) When appropriate, participate in the job inspection walk-through with EPC Provider and the subcontractor to determine Substantial Completion. Upon approval, sign the Certificate of Substantial Completion.

               (iii) Provide knowledgeable staff to participate in the training programs, which will be scheduled in advance for proper coordination.

               (iv) Perform a final walk-through of the project.

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               (v) Upon receipt of the O&M manuals and as-built drawings, and approval of the completion of the entire Scope of Work as listed in Attachment B, including training and close-out documents, sign a Certificate of Final Completion for the Work.

     3.3 Expeditious Manner. All obligations of the Customer hereunder shall be undertaken in an expeditious manner (and otherwise in accordance with the terms of the Contract) such that EPC Provider is not unreasonably delayed in its performance of the Work hereunder.

     3.4 Point of Contact; Response Periods. Customer shall designate a single-point representative with whom EPC Provider shall consult on a reasonable, regular basis and who is authorized to act on Customer’s behalf for all purposes in connection with this Agreement and the Work. Customer may from time to time change the designated representative by providing notice thereof to EPC Provider. Except as otherwise provided herein, Customer’s representative shall render decisions in a timely manner (in no event longer than ten (10) business days) with regard to any documents submitted by EPC Provider and to other requests made by EPC Provider in order to avoid unreasonable delay in the orderly and sequential progress of the Work.

SECTION 4. PAYMENTS

     Customer agrees to pay EPC Provider in accordance with Attachment E and this Section 4.

     4.1 Payment Schedule. Payment under this Contract shall be made in accordance with the payment schedule in Attachment E. Attachment E provides for a single payment of the entire Contract Amount at Final Completion.

     4.2 Final Payment. Payment requests shall be in a form substantially similar to the form invoice provided in Attachment I (“Request for Payment”). EPC Provider shall deliver the Request for Payment within thirty (30) days after Final Completion, which shall be accompanied by a final payment conditional lien waiver and release substantially in the form provided in Attachment I from EPC Provider and each applicable subcontractor and supplier. In addition to the Contract Amount, Customer shall pay any other amounts owed by Customer to EPC Provider hereunder (the “Final Payment”). The Customer shall review and respond to each Request for Payment within ten (10) calendar days after Customer’s receipt thereof (“Due Date”). If such Request Payment is disputed by Customer, the provisions of Section 4.3 shall apply.

     4.3 Disputed Invoices/Late Payments. If Customer disputes any Request for Payment, or part thereof, or any supporting documentation related thereto, or otherwise disputes any Request for Payment, Customer shall make full payment to EPC Provider when required in Section 4.1 above, less any portions of the Request for Payment amount in dispute, and shall provide to EPC Provider a written explanation of the basis for the dispute and the amount of the Request for Payment being withheld related to the dispute, no later than the Due Date. If any amount disputed by Customer is finally determined to be due to EPC Provider, either by agreement between the Parties or as a result of dispute resolution pursuant to Section 19 below, such amount shall be paid to EPC Provider within five (5) business days of such final determination.

     4.4 Unconditional Lien Waivers. Within fifteen (15) days after receipt of the Final Payment, EPC Provider shall provide (and shall cause its subcontractors and suppliers to provide) to Customer an unconditional lien waiver (related to the Final Payment) substantially in the form provided in Attachment I.

     4.5 Dated Down Copies of Lien Waivers and Releases. Within fifteen (15) calendar days after Customer’s request therefore, EPC Provider shall provide (and shall cause its subcontractors and suppliers to provide) to Customer additional lien waivers and releases (dated as of the date requested by Customer) with regard to payments previously made by Customer hereunder for the purpose of assisting Customer with any debt or equity financing for the Generating Facility,

SECTION 5. WARRANTY/LIMITATION OF LIABILITY

     5.1 System Warranty. Commencing on the date of the Certificate of Substantial Completion and continuing for a period of ten (10) years from such date (the “System Warranty Period”), EPC Provider

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warrants that the Work and the Generating Facility will be free from defects in materials and workmanship and shall conform to the Scope of Work and all other requirements of this Contract (“EPC Provider Warranty”). Without limitation to EPC Provider’s other warranty obligations during the System Warranty Period, EPC Provider shall, for the protection of Customer, use commercially reasonable efforts to obtain from all vendors and subcontractors from which EPC Provider procures machinery, equipment or materials or services, warranties and guarantees with respect to such machinery, equipment, materials or services, which shall be made available to Customer to the full extent of the terms thereof. EPC Provider shall at all times perform its construction, installation, commissioning, operation or maintenance activities in a manner consistent with all such warranties and shall not perform any actions that may violate such warranties. As shown on Attachment K, “Warranties,” equipment and material warranties that exceed the ten (10) year System Warranty Period shall be provided directly by the equipment and/or material manufacturers, and such warranties shall be assigned directly to the Customer. EPC Provider shall assign all third party warranties to Customer prior to Final Completion. EPC Provider shall correct (or cause to be corrected through its qualified subcontractors or through applicable third party equipment warranties) any defects in materials or workmanship during the System Warranty Period. Such warranty services shall be performed in a timely manner and at the reasonable convenience of the Customer. If a warranty issue arises on any equipment or material after System Warranty Period, and the equipment or material has a warranty period that exceeds ten (10) years, the Customer shall contact the manufacturer directly to resolve such warranty issues and Customer acknowledges that the manufacturer shall have sole responsibility for such issues.

     5.2 Warranty and Guarantee Limitations. EXCEPT FOR THE WARRANTY IN THIS SECTION 5, CUSTOMER EXPRESSLY AGREES THAT EPC PROVIDER MAKES NO OTHER WARRANTIES OR GUARANTEES IN CONNECTION WITH THE SALE OR INSTALLATION OF EQUIPMENT AND MATERIALS PROVIDED HEREUNDER WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN. EPC PROVIDER SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

SECTION 6. GOVERNMENTAL PERMITS AND APPROVALS; COORDINATION

     6.1 Permits and Approvals. EPC Provider will obtain all permits and approvals required for the construction, installation, and start-up and operation of the Generating Facility and the performance the Work hereunder, in each case, when and as required for the performance of the Work in accordance with the Project Schedule. Customer will provide reasonable cooperation and assistance to EPC Provider in obtaining all such permits and approvals.

     6.2 Coordination During Installation. Customer and EPC Provider shall cooperate with each other in an effort to coordinate the activities of EPC Provider and EPC Provider’s subcontractors and suppliers with those of Customer, its employees, agents and contractors.

     6.3 Coordination and Reimbursement for Special Inspections. EPC Provider shall coordinate the inspection of the Generating Facility by any governmental or independent entities with jurisdiction over the Generating Facility, including, without limitation, any special inspections to be made under Section 1704 of the International Building Code.

     6.4 Rebate Programs. If requested, EPC Provider shall prepare and submit to the applicable agencies, on behalf of Customer and/or Site Host (as applicable), all applications and documentation necessary for the federal and state rebates and incentives described in Attachment J, “Federal and State Rebates and Incentives”; provided that Customer shall have the opportunity to review, comment on, and approve all such applications and documentation prior to submission by EPC Provider.

SECTION 7. OWNERSHIP OF CERTAIN PROPERTY

     7.1 Ownership of Certain Proprietary Property Rights. Customer shall not, by virtue of this Contract, acquire any interest in any formulas, patterns, devices, trade secrets, secret inventions or processes, copyrights, patents, other intellectual or proprietary rights, or similar items which are the property of EPC Provider, whether or not used or provided to Customer in connection with the Generating Facility; provided, that EPC Provider hereby grants to Customer a perpetual, irrevocable royalty-free, non-

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transferable and non-sublicenseable license for any and all software or other intellectual property rights necessary for Customer to operate, maintain, and repair the Generating Facility in a manner that will yield maximum energy output from the Generating Facility. In no event shall Customer use such items for the benefit of any other project or share any such items with any third parties, except as may be necessary for the efficient operation of the Generating Facility.

     7.2 Ownership of Environmental Incentives and Environmental Attributes. Customer shall own, and may assign or sell in its sole and absolute discretion, all right, title and interest in all Environmental Attributes and/or Environmental Incentives associated with or resulting from the development and installation of the Generating Facility or the production, sale, purchase or use of the energy output of the Generating Facility including, without limitation, all Environmental Incentives and Environmental Attributes.

SECTION 8. LOCATION AND ACCESS

     Customer will provide space at the Site for the performance of the Work, and the installation, storage, and operation of any equipment and materials. As described in Attachment A, Customer shall provide EPC Provider with the right to access the Site, to the extent that the Site Host has granted to Customer the right to access the Site pursuant to the Easement, in order for EPC Provider and subcontractors to perform the Work during regular business hours, or such other reasonable hours as may be requested by EPC Provider and acceptable to Customer and Site Host. EPC Provider acknowledges it has familiarized itself with the Easement and Customer’s access rights thereunder (including any restrictions in connection therewith) and that such access rights are sufficient to enable EPC Provider to perform the Work in accordance with this Contract.

SECTION 9. PROJECT IMPLEMENTATION — GENERAL

     9.1 Project Schedule. The current Project Schedule is attached hereto as Attachment D. Such schedule may be adjusted by the Parties during the Work; provided, however, that any such revision to the Project Schedule shall require the prior written approval of Customer (not to be unreasonably withheld); and provided, further, that in no event shall the Scheduled Substantial Completion Date be extended unless such extension results from Force Majeure or is mutually agreed to (in accordance with Section 14). Upon EPC’s and Customer’s approval thereof, any amended Project Schedule shall replace the existing Project Schedule attached hereto as Attachment D. EPC Provider and its subcontractors shall work diligently to perform the Work in accordance with such finalized Project Schedule.

     9.2 Project Meetings/Status Updates. EPC Provider will meet with Customer to review equipment, scope of work, and installation plans that relate to the design and construction of the Generating Facility.

SECTION 10. FINAL DESIGN PHASE — CONSTRUCTION DOCUMENTS/EQUIPMENT PROCUREMENT

     10.1 General Provisions.

          (a) EPC Provider’s has at its sole cost and expense, completed the preparation of any necessary designs, drawings, and specifications, as well as feasibility and configuration assessments, environmental assessments, and other inspections of the Site. EPC Provider has delivered, and Customer has approved design drawings and specifications for the Generating Facility. The Customer shall not unreasonably withhold its consent to any modifications thereto that may be requested by any governmental or quasi-governmental agency with jurisdiction over the Generating Facility and/or the Work. The Parties expressly agree that Customer’s approval of any plans, designs, drawings, specifications or any other items hereunder shall in no way relieve EPC Provider of its obligations under this Contract.

SECTION 11. CONSTRUCTION PHASE

     11.1 General Provisions. EPC Provider has secured all necessary permits. By executing this Contract, Customer has approved and accepted the final Construction Documents, EPC Provider shall continue the construction of the Generating Facility in accordance with the final Construction Documents.

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The construction will be performed by EPC Provider and/or one or more licensed subcontractors qualified to perform the Work. The construction will be performed in accordance with all Applicable Laws and Applicable Permits, and all manufacturer requirements for the maintenance of all applicable warranties. EPC Provider shall provide Customer with a copy of EPC Provider’s safety plan, as well as an evaluation and appropriate documentation of the safety record of any licensed subcontractor that will be performing work on the Generating Facility.

     11.2 EPC Provider’s Responsibilities During Construction Phase.

          (a) As an independent contractor to Customer, EPC Provider will be responsible for providing, or causing to be provided by EPC Provider’s subcontractor(s), all labor, materials, equipment, tools, transportation, and other facilities and services necessary for the proper execution, construction, and completion of the Work as defined in the Scope of Work and any Change Orders. EPC Provider is hereby required to purchase in advance all necessary materials and supplies necessary for the performance of the Work in order to assure EPC Provider’s ability to deliver the completed Generating Facility on time. EPC Provider will also be responsible for all means, methods, techniques, sequences, and procedures employed for the construction required by the final Construction Documents.

          (b) EPC Provider will use its best efforts to coordinate construction activities and perform the Work to minimize disruption to Site Host’s operations at the Site. EPC Provider will provide at least thirty (30) calendar days written notice to Site Host of any planned power outages that will be necessary for the construction. EPC Provider will cooperate with Site Host in scheduling such outages, and Customer agrees to cause Site Host to provide its reasonable approval of any scheduled outage.

          (c) EPC Provider will be responsible for initiating and maintaining safety precautions and programs in connection with its construction of the Generating Facility. EPC Provider will take reasonable precautions for the safety of, and shall provide reasonable protection to prevent damage, injury, or loss to: (1) employees of EPC Provider and subcontractors performing Work under this Contract; (2) EPC Provider’s property and other materials to be incorporated for the Generating Facility, under the care, custody, and control of EPC Provider or its subcontractors; and (3) other property at or adjacent to the Site not designated for removal, relocation, or replacement during the course of construction.

          (d) EPC Provider will maintain in good order at the Site copies of the Scope of Work, all Change Orders, this Contract, one record copy of all drawings, specifications, product data, samples, manufacturer’s operation & maintenance manuals, and other pertinent construction-related documents.

          (e) EPC Provider shall provide weekly pictures.

          (f) If the Generating Facility is in whole or in part ground mounted, then prior to the arrival of equipment and materials at the Site, the EPC Provider shall install a 6’0” fenced secured area and provide 24-hour security for the storage of such equipment and materials. The size and location of the secured area shall be subject to the approval of Customer, which approval shall not be unreasonably withheld, conditioned or delayed.

          (g) During the construction phase of the Work, EPC Provider shall conduct all Commissioning tests that are scheduled to occur prior to Substantial Completion in accordance with the terms of the Commissioning Schedule attached hereto as Attachment F. EPC Provider shall provide notice to Customer of any scheduled test(s) of installed equipment, and Customer and/or its designees shall have the right to be present at any or all such tests conducted by EPC Provider, any subcontractor, and/or manufacturers of the equipment. EPC Provider shall be responsible for correcting and/or adjusting all deficiencies in the Generating Facility and equipment operations that EPC Provider provided and installed that may be observed during equipment commissioning procedures.

          (h) EPC Provider will bear the risk of loss or damage to the materials and equipment used in the Work while in transit to the Site, and after it arrives at the Site for the duration of the construction period until Final Completion and acceptance of the Generating Facility by Customer.

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          (i) EPC Provider shall organize and conduct regularly scheduled progress meetings throughout the installation period during which EPC Provider shall update Customer as to the status of the Generating Facility, including cost and scheduling matters. Such meetings shall occur as frequently as may be reasonably requested by Customer and may occur telephonically if requested by Customer.

     11.3 Independent Review by Customer. Any independent review of the construction shall be undertaken at Customer’s sole expense, and it shall be performed in a timely manner so as to not unreasonably delay the orderly progress of EPC Provider’s Work. Neither any independent review of the construction by Customer nor any approval provided by Customer under this Contract shall relieve EPC Provider of any of its obligations or responsibilities hereunder.

     11.4 Changes.

          (a) Customer may request by Change Order any Change in the Work, whether such Changes are modifications, accelerations, alterations, additions or deletions. All such Changes shall be made in accordance with this Section 11.4 and shall be considered, for all purposes of this Agreement, as part of the Work. EPC Provider shall perform all Changes to the Work included in Change Orders issued by Customer in accordance with this Section 11.4.

          (b) It is the desire of the Parties to keep changes to the work and to the construction of the support structure at a minimum; but the Parties recognize that such changes may become necessary and agree that they shall be handled pursuant to this Section. Changes and/or modifications to the Scope of work shall be authorized by a written Change Order signed by both Customer and EPC Provider. To clarify, work pursuant to such a Change Order shall begin only upon EPC Provider’s receipt of Customer’s signed Change Order. The Change Order shall state the change and/or modification to the Scope of Work, any additional compensation to be paid, or extension of time, if needed, to EPC Provider to perform such changes and/or modifications. EPC Provider will use its reasonable efforts to continue other portions of the work not affected or impacted by such proposed Change Order until such time as the Change Order is executed by the Parties, or otherwise resolved.

     11.5 Minor Changes to Scope of Work. EPC Provider shall have authority to make minor changes to the Work without obtaining Customer’s prior approval, so long as any such minor changes (i) do not change the total Contract Amount, (ii) do not materially impact the Project Schedule (including EPC Provider’s ability to achieve Substantial Completion on or before the Scheduled Substantial Completion Date), and (iii) are consistent with the intent of the final Construction Documents; provided, that, EPC Provider shall promptly inform Customer, in writing, of any such minor changes made during the course of the Work and shall make available to Customer at the Site a set of as-built drawings that will be kept current to show those minor changes. For clarification purposes, minor changes do not include any changes to agreed-upon manufacturer or type of modules, inverters, tracker, balance of system components, or DAS system.

     11.6 Hazardous Substances. EPC Provider will promptly provide written notice to Customer if EPC Provider observes any Hazardous Substance, as defined herein, at or around the Facilities during the course of construction or installation of any equipment which have not been addressed as part of the Scope of Work. EPC Provider shall comply with all Applicable Laws in connection with the use, handling, and disposal of any Hazardous Substances in the performance if its Work. EPC Provider shall indemnify, defend, and hold Customer harmless from and against any and all claims and costs of whatever nature, including but not limited to, consultants’ and attorneys’ fees, damages for bodily injury and property damage, fines, penalties, cleanup costs, costs associated with delay or work stoppage, and third party claims that in any way result from or arise from such EPC Provider owned or generated hazardous materials and substances, except for liabilities due to Customer’s, or its agents representatives, and employees’, negligence or willful misconduct in handling, disturbance, or release of Hazardous Substances. This indemnification shall survive any termination of this Contract.

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SECTION 12. PROJECT COMPLETION

     12.1 Application for Substantial Completion. When EPC Provider considers the Work to be Substantially Complete in accordance with the Contract Documents, EPC Provider shall issue to Customer an Application for Substantial Completion, together with a Punchlist prepared by EPC Provider for Customer’s approval, which Punchlist shall identify the items of remaining Work to be completed prior to Final Completion. Customer shall, within fifteen (15) business days of receipt of the Application for Substantial Completion and Punchlist, review the Work for the sole purpose of determining that it is Substantially Complete and in conformance with the Scope of Work, final Construction Documents and any Change Orders and review the Punchlist to confirm its accuracy. In connection with such review, Customer may (a) engage Customer’s Commissioning Engineer to evaluate the Generating Facility to see if it meets requirements for Commissioning and to review and evaluate the proposed Punchlist, and/or (b) give written notice to EPC Provider of additional actions necessary before the Work is Substantially Complete and/or any necessary modifications to the Punchlist. Upon receipt of notice from the Customer that the Work is not Substantially Complete or that the Punchlist needs modifications, EPC Provider will promptly complete any incomplete items, remedy defective items and/or make such modifications to the Punchlist (as applicable), after which EPC Provider shall submit a revised Application for Substantial Completion, together with the Punchlist (revised as necessary). Customer shall re-inspect all Work completed or remedied by EPC Provider, and cause Customer’s Commissioning Engineer to perform its Commissioning evaluation and review of the Punchlist within five (5) business days of Customer’s receipt of such revised Application for Substantial Completion and Punchlist. Once Customer determines that the Work is Substantially Complete and the Punchlist is in final form, it shall deliver a Certificate of Substantial Completion to EPC Provider.

     12.2 Utility Interconnection Approval. Upon receipt of the Certificate of Substantial Completion executed by Customer, EPC Provider shall proceed with all actions necessary to achieve: (a) all local regulatory agency sign-off of the Generating Facility and Support Structure; (b) completion of the applicable Commissioning tests to the reasonable satisfaction of the Customer or the Customer’s agent or Commissioning Engineer; (c) written approval for interconnection by the Utility; and (d) written approval for interconnection by the Customer (collectively, “Utility Interconnection Approval”). EPC Provider shall provide such other services related to Utility Interconnection Approval (if any) as provided for in the Scope of Work.

     12.3 Certificate of Interconnection/Reduction of Retention. After obtaining Utility Interconnection Approval, EPC Provider shall commence the operation of the Generating Facility in parallel with the Utility’s grid, and upon the commencement of such operation, the Parties shall execute a certificate acknowledging receipt of Utility Interconnection Approval and the successful interconnection of the Generating Facility (the “Certificate of Interconnection”). Risk of loss for any and all of the materials and equipment installed shall pass from EPC Provider to Customer upon the date the Certificate of Interconnection is executed by both parties. At such time, fifty percent (50%) of the total Retainage withheld by Customer, shall be released and paid over to EPC Provider in accordance with the progress payment schedule attached as Attachment D.

     12.4 Final Completion. When EPC Provider considers the Work, including the Punchlist, to be fully complete in accordance with the Scope of Work, EPC Provider will notify the Customer that EPC Provider has achieved Final Completion of the Work and that the Work is ready for final inspection. The Customer shall inspect the Work to verify the status of Final Completion within five (5) business days after its receipt of EPC Provider’s certification that the Work is ready for inspection. If Customer determines that any Work is incomplete and/or defective, the Customer shall promptly notify EPC Provider in writing of such incomplete and/or defective work, itemizing and describing such remaining items with reasonable particularity. EPC Provider will, promptly, complete any incomplete items or remedy defective items after which EPC Provider shall provide written notice to the Customer that the Work is fully complete. Customer shall re-inspect all work completed or remedied by EPC Provider within five (5) business days of EPC Provider’s notice that the Work is fully complete. When the Customer agrees that EPC Provider has achieved Final Completion of the Work in accordance with the Scope of Work and Contract Documents, which shall not occur prior to Customer’s receipt of a completed Operations and Maintenance manual from the EPC Provider (which includes module and inverter warranty cards signed by Customer), Customer shall issue to EPC a Certificate of Final Completion certifying acceptance of the Work and of satisfaction of the requirements for Final Completion (“Certificate of Final Completion”). At such time, Customer shall pay EPC

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Provider any remaining Contract Amount due and the remaining fifty percent (50%) of the outstanding Retainage withheld by Customer.

SECTION 13. INDEMNIFICATION/INSURANCE/BONDS

     13.1 Indemnification.

          (a) EPC Provider shall fully indemnify, hold harmless, release and defend Customer, its officers, employees, and agents from and against any and all actions, claims, demands, damages, disability, losses, expenses (including, but not limited to, reasonable attorneys’ fees and other defense costs) and liabilities of any nature (including, but not limited to property damage and personal and bodily injury, sickness and disease) to the extent caused by EPC Provider’s (i) breach of any obligation, representation or warranty contained herein, and/or (ii) negligence or willful misconduct (including any such breach, negligence or willful misconduct by EPC Provider’s officers, employees, subcontractors and agents). The indemnification obligations in this Section 13.1 shall survive the termination of this Contract and/or Final Completion.

          (b) Customer shall fully indemnify, hold harmless, release and defend EPC Provider, its officers, employees, and agents from and against any and all actions, claims, demands, damages, disability, losses, expenses (including, but not limited to, reasonable attorneys’ fees and other defense costs) and liabilities of any nature (including, but not limited to property damage and personal and bodily injury, sickness and disease) to the extent caused by Customer’s (i) breach of any obligation, representation or warranty contained herein, and/or (ii) negligence or willful misconduct (including any such breach, negligence or willful misconduct by Customer’s officers, employees, subcontractors and agents). The indemnification obligations in this Section 13.1 shall survive the termination of this Contract and/or Final Completion.

     13.2 Indemnity Against Intellectual Property Infringement. EPC Provider shall defend, indemnify and hold harmless Customer and affiliates against all liabilities, claims, losses, damages and expenses (including attorneys’ fees and court costs) arising from any claim or legal action for unauthorized disclosure or use of any trade secrets, or of patent, copyright or trademark infringement arising from EPC Provider’s performance that either (a) concerns any equipment, materials, supplies, or other items provided by EPC Provider under this Contract, (b) is based upon or arises out of the performance of the Work by EPC Provider or any subcontractor or (c) is based upon or arises out of the design or construction and use of any item or unit specified by EPC Provider under this Contract. Customer shall provide EPC Provider with reasonably prompt notice of any claim or legal action relating to the foregoing. The indemnification obligations in this Section 13.2 shall survive the termination of this Contract and/or Final Completion.

     13.3 EPC Provider Insurance. EPC Provider shall maintain until Final Completion, the insurance coverage outlined in Attachment M, and all such other insurance as required by applicable law. Evidence of coverage will be provided to Customer on an annual basis, prior to policy expiration, via a certificate of insurance.

SECTION 14. FORCE MAJEURE

     Neither Party shall be considered to be in default and shall be excused in the performance of any material obligation under this Contract (other than the obligation to make payments) when a failure of performance shall be due to an event of Force Majeure. Such excuse from failure of performance shall be solely for the duration and to the extent of such event of Force Majeure. Neither Party shall be relieved of its obligation to perform if such failure is due to causes arising out of its own negligence or due to removable or remediable causes which it fails to remove or remedy within a reasonable time period. Either Party rendered unable to fulfill any of its obligations under this Contract by reason of an event of Force Majeure shall give notice of such fact to the other Party within ten (10) days after it becomes aware that such Force Majeure event will (or may) have an impact on such Party’s performance under this Contract.

SECTION 15. EVENTS OF DEFAULT

     15.1 Events of Default by Customer. Each of the following events or conditions shall constitute an “Event of Default” by Customer:

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          (a) Any failure by Customer to perform or comply with the terms and conditions of this Contract (other than a payment default), including breach of any covenant contained herein, if such failure continues for fifteen (15) calendar days after notice to Customer demanding that such failure to perform be cured; provided that if such cure cannot be effected in fifteen (15) calendar days, then such fifteen (15) calendar day period shall be extended for a reasonable period of time (not to exceed 30 days), so long as (i) any such failure or breach is reasonably susceptible to being cured within 60 days and (ii) Customer has commenced to cure such failure within the initial 15-day period and diligently and continuously prosecutes such cure to completion; or

          (b) Any representation or warranty made by Customer in this Contract was false or misleading in any material respect when made; or

          (c) Any failure by Customer to pay any undisputed amount to EPC Provider which is not paid within ten (10) business days of written notice from EPC Provider that the undisputed amount is past due.

     15.2 Events of Default by EPC Provider. Each of the following events or conditions shall constitute an “Event of Default” by EPC Provider:

          (a) Any failure by EPC Provider to perform or comply with the terms and conditions of this Contract (other than a payment default), including breach of any covenant contained herein, if such failure continues for thirty (30) calendar days after notice to EPC Provider demanding that such failure to perform be cured; provided, that if such cure cannot be effected in thirty (30) calendar days, then such thirty (30) calendar day period shall be extended for a reasonable period of time (not to exceed 60 days), so long as (i) any such failure or breach is reasonably susceptible to being cured within 60 days and (ii) EPC Provider has commenced to cure such failure within the initial 30-day period and diligently and continuously prosecutes such cure to completion; or

          (b) Any representation or warranty made by EPC Provider in this Contract was false or misleading in any material respect when made; or

          (c) Any lien is placed upon the Generating Facility, the Site, the Work or any equipment by EPC Provider or any subcontractor, laborer, or supplier of EPC Provider, which is not removed by EPC Provider within twenty (20) business days of EPC Provider’s receipt of notice from Customer of the existence of such lien; provided that EPC Provider shall not be required to remove such lien unless EPC Provider has been duly paid for undisputed Work in accordance with this Contract (including Attachment E).

SECTION 16. REMEDIES UPON DEFAULT

     16.1 Remedies upon Default by Customer. If an Event of Default by Customer occurs, EPC Provider will be entitled to obtain any available legal or equitable remedies including, without limitation, recovering amounts due and unpaid by Customer and/or damages, which shall include EPC Provider’s reasonable, actual, direct out-of-pocket costs, and reasonable overhead and profit losses incurred by reason of such Event of Default.

     16.2 Remedies Upon Default by EPC Provider. If an Event of Default by EPC Provider occurs, Customer shall be entitled to obtain any available legal or equitable remedies including, without limitation, recovering amounts due and unpaid by EPC Provider and/or damages, which shall include Customer’s reasonable, actual, direct out-of-pocket losses incurred by reason of such Event of Default.

SECTION 17. ASSIGNMENT

     17.1 Consent Requirements. Neither Party shall assign this Contract or any of its rights hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Customer may, without the need for consent from EPC Provider (and without relieving itself from liability hereunder), (i) transfer, pledge or assign this Contract as security for any financing and/or to an affiliated special purpose entity created for financing or tax credit

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purposes related to the Generating Facility and the Support Structure; (ii) transfer or assign this Contract to any person or entity succeeding to all or substantially all of the assets of Customer, provided, however, that any such assignee shall agree in writing to be bound by the terms and conditions hereof; or (iii) assign its rights under this Contract to a successor entity in a merger or acquisition transaction, provided, however, that any such assignee shall agree to be bound by the terms and conditions hereof. Customer shall provide EPC Provider with advanced written notice of any assignment that does not require the consent of EPC Provider not later than five (5) business days prior to any such assignment, and shall promptly provide EPC Provider with a copy of the executed assignment and assumption agreement upon the effectiveness of such assignment. Any assignment made in contravention of this clause shall be void and unenforceable.

     17.2 Lender Assignments. With respect to an assignment pursuant to clause (i) in the second sentence of Section 17.1 above, EPC Provider acknowledges and agrees that, upon receipt of written direction by a financing-transaction assignee or secured party of Customer (“Lender”), and notwithstanding any instructions to the contrary from Customer, EPC Provider will recognize Lender, or any third party to whom Lender has assigned the rights of Customer under this Contract, as the proper and lawful customer under this Contract and such Lender (or assignee of Lender) shall be fully entitled to receive the rights and benefits of Customer hereunder so long as Lender (or its assignee) performs the obligations of Customer hereunder and EPC Provider shall tender performance of any and all other covenants to be performed by EPC Provider under this Contract to and for the benefit of Lender (or Lender’s assignee) and as the Lender (or Lender’s assignee) may direct in the future. EPC Provider shall be protected and shall incur no liability in acting or proceeding in good faith upon any written notice and direction from Lender or which EPC Provider shall in good faith believe to be from Lender. EPC Provider shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such notice and direction. EPC further agrees that it shall provide such additional cooperation as Customer may reasonably request in connection with Customer’s efforts to obtain financing for the Generating Facility, including execution of such written consents and acknowledgements as may be reasonably requested by Customer or its financing parties for purposes of giving effect to the provisions of this Section 17.2 and Section 17.3.

SECTION 18. SUBCONTRACTORS

     18.1 Authority to Subcontract. EPC Provider may delegate its duties and performance under this Contract, and shall have the right to enter into agreements with any subcontractors and other service or material providers as EPC Provider shall select in its discretion to perform the Work hereunder; provided, however that such delegations do not relieve EPC Provider from liability or its obligations to Customer under this Contract. EPC Provider shall not be required to enter into any subcontracts with parties whom EPC Provider has not selected or subcontractors whom EPC Provider has objection to using.

     18.2 Prompt Payment of Subcontractors. EPC Provider shall promptly pay when due all amounts payable to its subcontractors for labor and materials furnished in the performance of this Contract and shall ensure that the Generating Facility and the Site remain free of any liens arising through EPC Provider and/or any of its subcontractors.

     18.3 Responsibility. EPC Provider shall, at all times, be responsible for the negligent acts, errors and/or omissions of its subcontractors and agents. Nothing in this Contract shall constitute any contractual relationship between the Customer and any subcontractor or in any way obligation the Customer to pay, or to be responsible for the payment of, any sums to any subcontractors.

SECTION 19. DISPUTE RESOLUTION

     19.1 Good Faith Negotiations. If any question, dispute, difference or claim arises out of or in connection with this Contract, including any question regarding its existence, validity, performance or termination (a “Dispute”), which either Party has notified to the other, senior management personnel from both Customer and EPC Provider shall meet and diligently attempt in good faith to resolve the Dispute for a period of thirty (30) days following one Party’s written request to the other Party for such a meeting. If, however, either Party refuses or fails to so meet, or the Dispute is not resolved by negotiation during such 30-day period, the provisions of Section 19.2 shall apply. EPC Provider shall continue to perform the Work during the period of any dispute resolution.

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     19.2 Dispute Resolution. Any Dispute that is not settled to the mutual satisfaction of the Parties within the applicable notice or cure periods provided in this Contract or settled pursuant to Section 19.1 shall be settled by arbitration between the Parties conducted in San Francisco, California, in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect on the date that a Party gives notice of its demand for arbitration under this Section. The submitting Party shall submit such Dispute to arbitration by providing a written demand for arbitration to the other Party, and the Parties shall select a single neutral arbitrator with significant contract resolution experience and an understanding of the contemporary solar photovoltaic power industry and photovoltaic systems. If the Parties cannot agree on a single neutral arbitrator within fifteen (15) business days after the written demands for arbitration is provided, then the arbitrator shall be selected pursuant to the Commercial Arbitration Rules of the American Arbitration Association in effect on the date such selection is to be made. Once an arbitrator has been selected, the parties may then commence with and engage in discovery in connection with the arbitration as provided by California statutes and shall be entitled to submit expert testimony or written documentation in such arbitration proceeding. The decision of the arbitrator shall be final and binding upon the Parties and shall be set forth in a reasoned opinion, and any award may be enforced by either Party in a court of competent jurisdiction. Any award of the arbitrator shall include interest from the date of any damages incurred for breach or other violation of this Contract, and from the date of the award until paid in full, at the rate of the lesser of one percent (1%) per month and the maximum rate allowed by Applicable Laws. Each Party shall bear its own cost of preparing and presenting its case; provided, that the Parties agree that the prevailing Party in such arbitration shall be awarded its reasonable attorney’s fees, expert fees, expenses and costs incurred in connection with the Dispute. The cost of the arbitration, however, including the fees and expenses of the arbitrator, shall initially be shared equally by the Parties, subject to reimbursement of such arbitration costs and attorney’s fees and costs to the prevailing Party. The arbitrator shall be instructed to establish procedures such that a decision can be rendered within sixty (60) calendar days of the appointment of the arbitrator.

     19.3 Arbitrator Confidentiality Obligation. The Parties shall ensure that any arbitrator appointed to act under this Section will agree to be bound to the confidentiality provisions of Section 30 hereof with respect to the terms of this Contract and any information obtained during the course of the arbitration proceedings.

SECTION 20. REPRESENTATIONS AND WARRANTIES

     20.1 Each Party warrants and represents to the other that:

          (a) It has all requisite power, authority, licenses, permits, and approvals, to legally and validly execute and deliver this Contract and perform its obligations hereunder;

          (b) The execution, delivery, and performance of this Contract have been duly authorized by, or are in accordance with, each Party’s respective governing entity, and this Contract has been duly executed and delivered for it by the signatories so authorized, and it constitutes its legal, valid, and binding obligation;

          (c) Its execution, delivery, and performance of this Contract will not breach or violate, or constitute a default under any contract, lease or instrument to which it is a Party or by which it or its properties may be bound or affected; and

          (d) It has not received any notice, nor to the best of its knowledge is there pending or threatened any notice, of any violation of any applicable laws, ordinances, regulations, rules, decrees, awards, permits or orders which would materially and adversely affect either Party’s ability to perform hereunder.

     20.2 EPC Provider warrants and represents to Customer that:

          (a) EPC Provider has examined and carefully reviewed this Contract;

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          (b) EPC Provider has inspected the Site and become generally familiar with the general, local and site conditions that may affect the supply of the Generating Facility and the performance of the Work;

          (c) EPC Provider has performed, or has caused to be performed, all necessary due diligence to determine suitability of the Site for the Generating Facility including without limitation any structural, soils, or civil analyses or reports. If any of these reports are completed after execution of this Agreement, and the information gained in these reports necessitate a change order or the cancellation of this Agreement, EPC Provider will be responsible for incurring the costs of any such change order and/or shall refund to Customer payments already made under this Agreement;

               (i) Verification of the adequacy of the Utility to provide net metering (with respect to both the transformer and the meter), and verification that the Generating Facility will comply with all applicable net-metering codes, standards, regulations or Utility policies;

          (d) EPC Provider has all the required skills and capacity necessary to perform or cause to be performed the Work in a timely and professional manner, utilizing sound engineering principles, project management procedures and supervisory procedures, all in accordance with prudent industry practices;

          (e) EPC Provider is familiar with applicable law, regulations, and interconnection standards relevant to the performance of its obligations under this Contract; and

          (f) EPC Provider has notified Customer in writing of all conflicts, errors, ambiguities or discrepancies that EPC Provider has discovered in the Contract Documents.

SECTION 21. TITLE; WAIVER AND RELEASE OF LIENS

     EPC Provider warrants good title, free and clear of all liens, claims, charges, security interests, and encumbrances whatsoever, to all Equipment and other items furnished by it or any of its subcontractors that become part of the Generating Facility to the extent payment therefore has been received by EPC Provider. Title to Equipment shall pass to Customer, free and clear of all liens, claims, charges, security interests, and encumbrances whatsoever, upon delivery to the Site and Customer’s payment to the EPC Provider for such Equipment, including all retention payments for said equipment.

SECTION 22. TERMINATION AND SUSPENSION

     22.1 Termination. Subject to Sections 17.2 and 17.3 hereof, if there is an Event of Default by either Party under this Contract, pursuant to the provisions of Section 15, then in addition to the remedies provided for in Section 16, the non-defaulting Party may terminate this Contract by providing written notice to the defaulting Party. Upon termination of this Contract, each Party shall promptly return to the other all papers, materials, and property of the other held by such Party in connection herewith. Each Party shall also assist the other in the orderly termination of this Contract and the transfer of all aspects hereof, tangible and intangible, as may be necessary for the orderly, non-disrupted business continuation of each Party.

     22.2 Suspension of Work. Customer shall have the right to suspend the Work for any period of time (not to exceed 120 days); provided in all events, EPC Provider shall be entitled to an extension of Time (day for day) as a result of such suspension, and if such suspension exceeds fifteen (15) days, then EPC Provider shall be entitled to an equitable increase in the Contract Amount.

SECTION 23. CONSTRUCTION OF CONTRACT

     This Contract is the result of arms-length negotiations between two sophisticated parties and ambiguities or uncertainties in it shall not be construed for or against either Party, but shall be construed in a manner that most accurately reflects the intent of the Parties when such Contract was executed.

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SECTION 24. BINDING EFFECT

     Except as otherwise provided herein, the terms and provisions of this Contract shall apply to, be binding upon, and inure to the benefit of the Parties hereto and their respective heirs, legal representatives, successors, and permitted assigns.

SECTION 25. INDEPENDENT CONTRACTOR

     Parties hereto agree that EPC Provider, and any agents and employees of EPC Provider, its subcontractors and/or consultants, in the performance of this Contract, shall act in an independent capacity and not as officers, employees, or agents of the Customer.

SECTION 26. NO WAIVER

     The failure of EPC Provider or Customer to insist upon the strict performance of the terms and conditions of this Contract shall not constitute or be construed as a waiver or relinquishment of either Party’s right to thereafter enforce the same in accordance with this Contract.

SECTION 27. SEVERABILITY

     In the event that any clause or provision of this Contract or any part thereof becomes or shall be declared by a court of competent jurisdiction invalid, illegal, void, or unenforceable, this Contract shall continue in full force and effect without said provisions, provided that no such severability shall be effective if it materially changes the benefits or obligations of either Party hereunder.

SECTION 28. ENTIRE AGREEMENT; AMENDMENT

     This Contract, when executed, together with all Attachments, shall constitute the entire agreement between the Parties; and this Contract cannot be amended, modified, or terminated except by a written instrument, executed by both Parties hereto; provided, however, if EPC Provider has been notified that Customer has assigned any of its rights, duties or obligations under this Contract to a Lender, then the prior written consent of Lender shall be required as well.

SECTION 29. APPLICABLE LAW

     This Contract and the construction and enforceability thereof shall be governed and construed in accordance with the laws of the State of California, without regard to conflicts of laws principles. The Parties consent to personal jurisdiction and venue of the State and Federal Courts within the City and County of Sacramento, California.

SECTION 30. NOTICE

     Any notice required or permitted hereunder shall be deemed received (i) on the day on which such notice is delivered personally, (ii) on the third business day after deposit in the U.S. Mail; provided such notice is sent by certified mail with a return receipt request and postage prepaid or (iii) the following business day if deposited with a recognized overnight carrier, to the address shown below or to such other persons or addresses as are specified by similar notice.

TO EPC PROVIDER:	Solar Power, Inc. 1115 Orlando Avenue Roseville, CA 95661
TO CUSTOMER:	Solar Tax Partners I, LLC

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SECTION 31. HEADINGS

     Headings and subtitles used throughout this Contract are for the purpose of convenience only, and no heading or subtitle shall modify or be used to interpret the text of any section.

SECTION 32. CONFLICTS OF INTEREST

     Except as otherwise expressly provided herein, no Party nor any director, employee or agent of any Party shall give to or receive from any director, employee or agent of any other Party any gift, entertainment or other favor of significant value, or any commission, fee or rebate in connection with this Contract. Likewise, no Party nor any director, employee or agent of any Party, shall without prior notification thereof to all Parties enter into any business relationship with any director, employee or agent of another Party or of any Affiliate of another Party, unless such person is acting for and on behalf of the other Party or any such Affiliate. A Party shall promptly notify the other Parties of any violation of this Section and any consideration received as a result of such violation shall be paid over or credited to the Party against whom it was charged. Any representative of any Party, authorized by that Party, may audit the records of the other Parties related to this Contract, including the expense records of the Party’s employees involved in this Contract, upon reasonable notice and during regular business hours, for the sole purpose of determining whether there has been compliance with this Section.

SECTION 33. CONFIDENTIALITY; PUBLICITY

     All non-public information (including the terms of this Contract) provided by either Party to the other or which is identified by the disclosing Party in writing as confidential or proprietary information shall be treated in a confidential manner and shall not be disclosed to any third party without the prior written consent of the non-disclosing Party, which consent shall not be unreasonably withheld. All EPC Provider publicity activities regarding this Contract or the Generating Facility shall require the prior written consent of Customer, which consent shall not be unreasonably withheld. Notwithstanding the preceding, this Section and the restrictions herein contained shall not apply to any data or documentation which is:

          (a) Disclosed or required to be disclosed pursuant to state or federal law, an order or requirements of a regulatory body or a court, after five business days notice of such intended disclosure is given by the disclosing Party to the non-disclosing Party or if five business days notice is not practical, then such shorter notice as is practical;

          (b) Disclosed by a Party to an affiliate of such Party or in connection with an assignment permitted by Section 17; or

          (c) Is, as of the time of disclosure, public knowledge without the fault of the disclosing Party.

SECTION 34. NON-DISCRIMINATION

     34.1 EPC Provider’s Obligations. EPC Provider shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (cancer), age (over 40), marital status, and denial of family care leave. EPC Provider shall ensure that the evaluation and treatment of its employees and applicants for employment are free from such discrimination and harassment[, and shall comply with the provisions of the Fair Employment and Housing Act (Government Code Section 12990 (a-f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Contract by reference and made a part hereof as if set forth in full].

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SECTION 35. SURVIVAL

     Section 1, 2, 4, 5, 7, 11.6, 13, 15, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30,31, 32, 33, 34, 35, 36 an 37 and the attachments hereto that are referenced in such Sections shall survive termination of this Agreement and shall survive final payment to EPC Provider following Final Completion.

SECTION 36. COOPERATION

     Upon the receipt of a request from the other Party, each Party shall execute such reasonable additional documents, instruments, estoppels, and assurances and take such additional actions as are reasonably necessary and desirable to carry out the terms and intent hereof. Neither Party shall unreasonably withhold, condition or delay its compliance with any reasonable request made pursuant to this Section. Without limiting the foregoing, the Parties acknowledge that they are entering into a long-term arrangement in which the cooperation of all of them will be required.

SECTION 37. COUNTERPART

     This Agreement may be executed in any number of counterparts and each such counterpart shall be deemed an original, but all of which, when taken together, shall constitute one agreement. Signatures transmitted by facsimile or by .pdf file delivered via electronic mail shall be binding; provided, however, that any Party transmitting its signature by facsimile or such electronic mail shall promptly send an original signature to the other Party.

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ATTACHMENT A
SITE, FACILITIES & EXISTING EQUIPMENT

     The Customer will provide EPC Provider access to the Site to the extent permitted to Customer by Site Host under the Easement and in accordance with the terms of the Easement and this Contract.

Other than as indicated in the Solar Power Purchase Agreement dated May 8, 2009, and on the project plans, no additional restrictions on the EPC Provider exist.

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ATTACHMENT B
SCOPE OF WORK
[To be completed]

EPC Provider will design and install a 3,614.563614.56.6 kW_dc Photovoltaic Panel System at the SOLAR TAX PARTNERS, 1 LLC Aerojet-General Corp’s site. The Generating Facility will be composed approximately of the following: 3,614.563609.6 kW_dc of crystalline silicon (c-Si) modules; a single axis tracker to support the PV arrays, a complete power center, and a fully installed monitoring system.

1. Turnkey Services

EPC Provider will provide stamped electrical and structural engineered drawings, materials and installation of photovoltaic modules, installation of electrical systems including inverters, electrical connection to the existing site host electrical infrastructure, and construction of mounting structures on which the photovoltaic modules are installed. EPC Provider shall commission the Generating Facility and develop the interconnection agreement with SMUD. EPC Provider shall provide comprehensive on site construction management for the Generating Facility.

     Feasibility Inspection and Assessment

EPC Provider to conduct feasibility and configuration assessments, environmental assessments, and other inspections of the Site to determine that the Site can support the installation of the Generating Facility, without further modification to the Site itself. All applicable reports shall be addressed to both the EPC Provider and the Customer and copies of all reports shall be provided to Customer 5 business days after they are obtained or completed. Required reports include without limitation:

          (a) Third party Structural, Geotechnical, and Electrical Engineering reports

          (b) Design, Engineering and Permitting

EPC Provider shall prepare all engineering and installation drawings consistent with prevailing construction standards, codes, and compliance. The EPC Provider will review the Site and infrastructure and design a Generating Facility that will produce the required energy and meet the California PUC Requirements. The system design will comply with all applicable laws and regulations.

The Engineering Design Package shall include drawings consistent with Attachment O, including without limitation:

(a)	Schematic and Preliminary Designs
(b)	Design Calculations
(c)	Mechanical, Electrical, Structural, and Construction Drawings (Site Plans, Schematic Single Lines and Detail Drawings)
(d)	Project Schedule
(e)	Product description information
(f)	Bill of Materials
(g)	Equipment details and description, specifications
(h)	Layout of equipment
(i)	All documents necessary for Customer to complete an application in order for the Facility to successfully be considered a Qualified Facility by the Federal Energy Regulatory Commission.

Customer and Site Host (if applicable) will review and approve the documents prior to commencement of construction.

EPC provider will apply for all permits necessary for development, construction, ownership and operation of the Generating Facility. Copies of all applicable permits shall be provided to Customer five (5) business days after they are obtained or completed.

Material Purchase

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     EPC Provider will purchase and furnish to the Site the following material without limitation:

          a) Miscellaneous Steel

          b) Components (Nuts, Bolts, Clamps, etc.)

          c) Photovoltaic Modules

          d) DC Cabling

          e) DC Junction Boxes

          f) AC Cabling

          g) Inverters

          h) Peaq™ Solar Canopy structures

          i) Transformers

          j) Meteorological Station

          k) Remotely accessible Data Acquisition Systems including Revenue Grade Metering

          l) All materials related to drainage required by the civil engineering plan

The material will arrive on to the Site as to not delay the completion of the project. EPC Provider will provide flash test data for all modules to Customer upon procurement of modules.

If the Generating Facility is in whole or in part ground mounted, prior to the arrival of equipment and materials at the Site, the EPC Provider shall install a fenced secured area and provide 24-hour security for the storage of such equipment and materials, such secured area to be approved by Customer, such approval not to be unreasonably withheld or delayed.

EPC Provider will be responsible for all storage and receiving of all freight at the Site in a secure manner to be approved by Customer, such approval not to be unreasonably withheld or delayed.

     Construction and Installation

Prior to beginning construction, EPC Provider shall also provide Customer with a copy of EPC Provider’s safety plan, as well as an evaluation and appropriate documentation of the of the safety record any licensed subcontractor that will be performing work on the Generating Facility.

EPC Provider will assemble, construct, and install with its own forces and/or with subcontractors the following Work:

a)	Prepare the site, including but not limited to drainage required by the civil engineering plan, and remove excess debris.
b)	EPC provider will coordinate with Customer and Site Host when trenching is performed.
c)	DC Cabling and Junction Boxes
d)	AC Trenching and cabling
e)	Inverters, switchgear and transformers and accompanying supports and/or concrete pads
f)	Security fence for power center (inverters and switches)
g)	Install the balance of the remotely accessible Data Acquisition System including Revenue Grade Metering

EPC Provider shall provide comprehensive on site construction management services for the construction of the Generating Facility in accordance with policies and health and safety plans of the Customer and the Site Host.

Customer, at its sole discretion, may randomly select up to fifty (50) modules of each type of photovoltaic modules used in the System for delivery to a third-party for quality verification testing. The costs of such verification testing shall be the responsibility of Customer.

Substantial Completion

Prior to Substantial Completion, EPC Provider will perform the following tasks without limitation:

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(a)	The portion of the Work sufficient to consider the Generating Facility to be mechanically and electrically complete, and to enable the Generating Facility to interconnect with the Utility.
(b)	Issuance of an Application for Substantial Completion to Customer.

Commissioning and Utility Interconnection Approval

(a)	Commission the completed system in accordance with the Commissioning Tests and Procedures in Attachment F to verify that the system is functioning as expected within acceptable parameters and as designed at a nameplate capacity that is expected to generate 1,216,880kWh in the first year of operation adjusted for actual weather conditions.
(b)	Facilitate completion or execution of any incentive- or rebate-related documents
(c)	Prior to receipt of an Application for Substantial Completion executed by Customer, EPC Provider shall not contact the Utility to facilitate interconnection. EPC Provider will actively coordinate with Utility in preparation for the facilities’ interconnection.
(d)	Upon receipt of an executed Application for Substantial Completion from Customer, EPC Provider shall facilitate the execution of an Interconnection Agreement between [Site Host/Customer] and SMUD.
(e)	Issuance of a Certificate of Substantial Completion by Customer to EPC Provider.

Final Completion

Prior to Final Completion, EPC Provider will perform the following tasks without limitation

(a)	Complete punch-list
(b)	Site final clean-up
(c)	Train Customer in the operation, and recommended O&M, of the Generating Facility
(d)	Provide Customer with copies of all O&M manuals and warranties for System. Any and all O&M manuals for the System shall include warranty cards for all System equipment signed by Customer.
(e)	Provide Final As-Built documents upon completion.

Use of Site

Contractor agrees not to do or permit to be done in or about the Site, nor to bring or keep or permit to be brought or kept in or about the Site, anything which is prohibited by or will in any way conflict with any legal requirements or which is prohibited by the standard form of fire insurance policy, or which will in any way increase the existing rate of (or otherwise affect) fire or any other insurance on the Site or any of its contents. Contractor agrees not to commit or suffer to be committed any waste in or upon the Site.

Access to Site

Customer will work with the Site Host to make available to EPC Contractor access to the Site for the purposes set forth herein; provided however, that EPC Provider acknowledges that the EPC Provider’s employees, agents, contractors and representatives shall abide by all requirements of Site Host for the access and security of the Site.

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ATTACHMENT C
BILL OF MATERIALS
3,614.560kWp Generating Facility for SOLAR TAX PARTNERS, 1 LLC

ITEM	DESCRIPTION	EST QTY*
1.0 POWER GENERATION
1.1	SP205 Photovoltaic modules —		17,632
2.0 STRUCTURAL COMPONENTS
2.2	Single Axis Tracker Structures
3.0 DC ASSEMBLIES
3.1	Combiner boxes w/ fuses 36 string
3.2	#10 USE wire
3.3	Home run connectors
3.4	#4 Ground wire
3.5	Grounding straps
4.0 AC ASSEMBLIES
4.1	Inverter(s) — Advanced Energy, Solaran 500		6
4.2	DC disconnects
4.3	AC Disconnects
4.5	Equipment pads
5.0 DATA ACQUISITION
5.1	Data Acquisition System (monitors power and weather) Daily
	monitoring/processing service provided by EPC Provider during EPC Provider
	System Warranty period. Monitored data made available to Customer via
	Internet.	1ea
	Note: Customer to provide internet service to each of two inverter locations.
6.0 ACCESSORIES
6.1	System Manual	1ea

* Subject to change based on approved Change Order

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CONFIDENTIAL EPC Contract-Solar Tax Partners I, LLC and SPI

ATTACHMENT D
PROJECT SCHEDULE
[To be completed]

Upon the Contract Effective Date, EPC Provider will develop, with input from Customer, a master Microsoft^® Project schedule. The project team will establish a weekly construction meeting at which time the work of the previous week will be reviewed, and a three week look ahead will be coordinated. The Microsoft Project schedule will be updated every two weeks. At this time, EPC Provider estimates the permitting, issuing of subcontractor contracts, design/engineering, mobilization, construction, and commissioning/ turnover phases to be estimated as an [6]-month duration project.

A preliminary schedule is shown below.

Anticipated Milestone Dates

Mobilization	6/30/09
Engineering Design & Submittal	5/30/09
Engineering Design Approval	6/15/03
Building Permit	6/22/09
PV Modules Delivered	8/15/09
Balance of Materials Delivered	9/30/09
PV Modules Installed	11/15/09
Inverter Installation	9/30/09
Electrical Equipment Installation	11/25/09
Substantial Completion	11/20/09
Utility Interconnection Approval	12/20/09
Final Completion	12/24/2009

1.1	The Work and the Generating Facility will be completed in accordance with the Project Schedule. The preliminary schedule shown above shall be finalized during the completion of the Construction Documents. Such finalized Project Schedule shall then completely replace this current Attachment D in its entirety. Any and all subsequent changes to such finalized Project Schedule shall require the prior written approval of Customer, in its sole and absolute discretion.
1.2	EPC Provider will use best efforts to complete the Generating Facility and perform all Work by project completion date.
1.3	EPC Provider will make all reasonable, diligent efforts to obtain all permits, clearances, Interconnection Agreement, etc. necessary for performance and completion of the Work.

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CONFIDENTIAL EPC Contract-Solar Tax Partners I, LLC and SPI

ATTACHMENT E
PROGRESS PAYMENT SCHEDULE
[To be completed]

A Schedule of Values (SOV) will be provided after the Contract Effective Date. This SOV will include a breakout of the total cost by billable details. All Requests for Payment will be submitted to Solar Tax Partners 1, LLC. Requests for Payment will utilize an agreed upon form unless Customer prefers something different. Upon Customer approval payments are to be made within ten (10) calendar days of approval of such invoice. Unless Customer has reason to reject all or part of the EPC Provider’s invoice, such invoice shall be approved within five (5) calendar days of receipt by Customer.

A Mobilization Fee as well as deposits for key components will be invoiced to the Customer upon both Parties signing this Contract and will be due and payable as detailed in Section 4 of this Contract.

Solar Generating Facility Installation

Payments shall be made as follows:

				% of Total Contract								Estimated Payment
Payment Milestone	Scheduled Value			Value			Retainage			Payment Due		Date
Final Completion		100	%		100	%		0	%	$	19,556,000		12/24/2009

Documentation requirements for each milestone payment:

Payment Milestone	Documentation Required for Payment
Final Completion	•	Stamped Issue For Construction Package
	•	Copy of executed permits
	•	Bill of Lading
	•	Attestation of installation
	•	Bill of lading
	•	Attestation of installation
	•	Attestation of installation
	•	Utility interconnection documents
	•	Owner’s Manual
	•	Product specifications
	•	Certificates, and patent information
	•	Warranty cards
	•	Completed punch list
	•	As-built drawings

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CONFIDENTIAL EPC Contract-Solar Tax Partners I, LLC and SPI

ATTACHMENT F
COMMISSIONING SCHEDULE

Overview:

EPC Provider technical personnel, with the assistance of the equipment manufacturer(s) as needed, will perform a complete commissioning of the Generating Facility following the Commissioning procedures outlined in this Attachment as well as other standard tests, inspections, safety and quality checks. All testing and commissioning will be conducted in accordance with the manufacturer’s specifications. Customer reserves the right to have the testing and Commissioning results verified by the Commissioning Engineer.

These Commissioning testing procedures for photovoltaic systems and major components are intended to determine system performance to the specification. The tests are designed to verify that the system, as installed, is safe for personnel as well as equipment, and to establish or verify system operation. The tests shall be used to determine actual post-construction operational, performance, and safety characteristics.

For identification purposes, Customer or its agent, EPC Provider or its agent, and 3rd-party engineer are identified as follows:

System Installation Checklist and Acceptance Test

Customer Name:	Type of Installation:
Project Number:	Site Location:
Installer:	Company Name:
Primary Inspector:	Date of Inspection:

Upon completion of the installation, and prior to field verification by the electric utility, installer will go through the following installation checklists and acceptance test. The Installer shall provide advanced notice to the Client that the installation and acceptance test are to be performed.

SECTIONS of Test Responsibility

Section I – Equipment	Site Superintendent or Assigned Company
Section II – Racking	Site Superintendent or Assigned Company
Section III – Module Installation	Site Superintendent or Assigned Company
Section IV – Electrical AC-DC	Assigned Company or Subcontractor Electrician
Section V – Interconnection Prep	Assigned Commissioner

ATTACHMENT F, PAGE 1 OF 12

CONFIDENTIAL EPC Contract-Solar Tax Partners I, LLC and SPI

I — EQUIPMENT CHECK – MODULES/ARRAYS/ INVERTER

SECTION I (a) — Modules
o	Visually inspect the array for cracked modules
o	Is the Aluminum frame, backsheet, or junction box damaged?
o	Check to make sure panels are attached properly to their mounting brackets and nothing is abnormal or misaligned.
SECTION I (b) — Combiner Boxes
o	Fuses properly installed with good continuity
o	Combiner enclosure properly grounded array to combiner/combiner to array.
o	Combiner box is properly labeled
SECTION I (c)- PV Array
o	Array strings properly labeled
o	Module interconnectors are secure
o	Module/brackets/framework torqued properly
o	Grounding clamp/set screw torqued properly
SECTION I (d) — Inverter(s)
o	Inverter is properly labeled
o	Mechanical connections inside inverter AC and DC disconnects secure
o	Incoming and Outgoing wire sizes are correct per plans

Section I – Equipment Check

Site:                                          Project #                                                                

Commissioned by:                                                                Date:                     

II – Racking

SECTION II (a) Mechanical
o	Check to make sure all hardware used is of correct material and size according to the manufacturer’s specifications. If substitutes were used, do we have an approved deviation?
o	Are the roof penetrations secure and weather tight?
o	Complete a visual inspection of penetration attachment to I-beam or structure.

ATTACHMENT F, PAGE 2 OF 12

CONFIDENTIAL EPC Contract-Solar Tax Partners I, LLC and SPI

o Are stanchions installed correctly?

o Are all brackets and framework installed and torqued to recommended specifications.

Section II — Racking

Site:                                          Project #                                                              

Commissioned by:                                                                Date:                    

III – Module Installation

SECTION III – (a) Module Installation including Continuity and String Layout
o	Visually inspect the array for cracked modules.
o	Check to see if modules are properly grounded one to another.
o	Visually inspect and perform a finger tight pull test to any plug and receptacle connectors between modules to ensure they are fully engaged and locked into position and are not cracked to allow moisture intrusion.
o	Is the module frame back sheet, or junction box damaged?
o	Check to see that all wiring is neat and secure per manufacturing guidelines.
o	Are modules mounted correctly to frame and torqued to recommended specification?
o	Check to make sure all hardware used is of correct material and size according to manufacturer specifications. If substitutes were used, do we have an approved deviation?

Section III – Module Installation

Site:                                           Project #                                                              

Commissioned by:                                           Date:                     

IV – Electrical

ATTACHMENT F, PAGE 3 OF 12

CONFIDENTIAL EPC Contract-Solar Tax Partners I, LLC and SPI

SECTION IV- (a) PV Array
o	Check to see if modules are properly grounded on to another.
o	Check the string grounding. Is each module grounded using the supplied hardware, the grounding point indentified on the module and the manufacturer’s instructions? Note: Bolting the module to a “grounded” structure will not meet NEC requirements.
o	Check that all home runs are properly labeled.

SECTION IV – (b) Over-Current Protection
YES	NO
o	o	Over current devices in the dc circuits listed for 600VDC dc operation per plan and spec?
o	o	Fuses make and model number are in the equipment schedule?
o	o	Smallest conductor used to wire modules protected? Sources of over-current are parallel=connected modules?
o	o	Combiner box fuses in “finger safe” holders are capable of being changed without touching live contacts?
SECTION IV – (c) Electrical Connections
YES	NO
o	o	Compression terminals tightened to the recommended torque specifications per manufacturing recommendations?
o	o	Crimp-on terminals listed and installed with listed crimping tools by the same manufacturer? Perform manual pull test on terminal.
o	o	Use only AC Twist On wire connectors – NO DC application?
o	o	Compression lugs or other terminals listed for the environment (i.e. inside, outside, wet, direct burial)?
o	o	Electrical splicing lugs listed and not just UL recognized?
SECTION IV – (c) -Electrical Connections continued
YES	NO
o	o	Terminals containing more than one conductor listed for multiple conductors?
o	o	Connectors or terminals using flexible, stranded conductors listed for use with such conductors>
SECTION IV – (d) Conductors
YES	NO
o	o	Array Conductor Type per plan and spec. If exposed, use2, UV

ATTACHMENT F, PAGE 4 OF 12

CONFIDENTIAL EPC Contract-Solar Tax Partners I, LLC and SPI

o	o	Properly sized equipment-grounding conductors routed with the circuit conductors?
o	o	Conductor insulation rated at 90°C [UL-1703] to allow for operation at 70°C + near modules and in conduit exposed to sunlight (add 17-20°C to ambient temperature)?
o	o	Strain reliefs/cable clamps or conduit used on all cables and cords?
SECTION IV – (e) Disconnect Inspection

	(1)	(2)	(3)	(4)	(5)
DC Disconnect #’s
Model #’s

o	Check for properly landed line to load.
o	Check that DC disconnects are properly grounded. (Only one bonding conductor-grounded conductor to ground).
o	Check that DC disconnects are properly labeled (per NEC and local building codes)
o	Check ground conductors connected properly.
o	Check that all wiring is neat and secure and that ground conductors are not fused or switched per NEC.
o	Check that incoming and outgoing wire sizes are correct and that all conduits have bushings installed
o	Check bonded fittings used with metal conductors when DC system voltage is more than 250 Vdc.
o	Inspect the fuses, if present, for correct AMPs/Volts and mounting. Verify total amp level does not exceed load/breaker size.
o	Wet rated conductors used in exposed locations.
SECTION IV – (f) AC Disconnect Inspection
o	Inspect AC disconnect and document identifying information
o	Check for properly landed line to load.
o	Check to see if all AC disconnects are properly grounded (Only one bonding conductor – neutral to ground.)
o	Check AC color codes.

ATTACHMENT F, PAGE 5 OF 12

CONFIDENTIAL EPC Contract-Solar Tax Partners I, LLC and SPI

o	Check that AC disconnects are properly labeled per NEC and local building codes
o	Check grounded conductors connected properly.
o	Check to see that all wiring is neat and secure and that grounded conductors are not fused or switched per NEC.
o	Check that incoming and outgoing wire sizes are correct.\ and that all conduits have bushings installed.
o	Inspect fuses, if present for correct AMPs/Volts and mounting. Verify total amp level does not exceed load/breaker size.
o	Wet rated conductors used in exposed locations.
SECTION IV — (g) Mechanical Attachment
o	Check to make sure all hardware used is of correct material and size according to manufacturer specifications. If substitutes were used, do we have an approved deviation?
SECTION IV —(h) Inverter Start Up Test
o	Inspect the inverter and inverter label (labeled properly) and document identifying information.
o	Check if inverter is properly grounded.
o	Check inverter is connected to dedicated circuit with back fed over-current.
o	Check that incoming and outgoing conductors are secure per torque schedule.
o	Check that incoming and outgoing wire sizes are correct per plans.
o	Start the inverter following the proper start-up procedure according to the manufacturer’s instructions.

Section IV — Electrical
Site:                                           Project #                                                               
Commissioned by:                                                                Date:                     

ATTACHMENT F, PAGE 6 OF 12

CONFIDENTIAL EPC Contract-Solar Tax Partners I, LLC and SPI

V — Interconnection Preparation

SECTION V (a) — System Acceptance Evaluation —
The following acceptance test will preferably be run around midday on a cloudless day.

o The system will be turned on and allowed to run for one (1) hour before taking any performance measurements.

o Obtain real-time solar irradiance measurement using either one of the precision spectral pyranometers provided with the system, on a single properly operating PV module, of the same model found in the array, placed in full sun in the exact same orientation as the array being tested. After allowing for fifteen (15) minutes of full exposure, the short circuit current of the module is proportional with the irradiance.

o Determine the estimated expected peak AC power output of the system by multiplying the measured system capacity at the inverter by the inverter efficiency rating (.095 — .098).

o Record the AC power output from the inverters or performance meters (watts AC-measured. This shall be 90% or higher of watts AC-estimated recorded in previous steps.

o List DC rating at Inverter for each array
Equation = V * I (Current)/ X Kw Connector Nameplate

ATTACHMENT F, PAGE 7 OF 12

CONFIDENTIAL EPC Contract-Solar Tax Partners I, LLC and SPI

SECTION V (b) - Data Acquisition System (DAS) Test
Part of PV System?	Yes	o
	No	o

o	Inspect the DAS and document identifying information
o	The DAS shall be inspected for proper mounting and wiring
o	Check sensor equipment, if any, for proper mounting and location (i.e., irradiance, temperature and wind speed sensors).
o	Turn on PV and DAS Systems per manufacturer’s specifications.
o	Record operating parameters from the inverter display.
o	Contact the DAS monitoring service to verify that the DAS is communicating properly. Record the system parameters being transmitted.
o	Compare inverter data to data being transmitted to monitoring service to ensure proper operation.
o	Provide owner with the initial startup report when everything has been verified and checked to ensure proper operation.
Detail DAS Test Data on next sheet.

DAS Readings

Inverter	Inverter	Inverter	Inverter	Array	Array
Output	Output	Output	Output	Voltage	Voltage
(Vac)	Current (Aac)	Power (kW)	Energy (kWh)	(Vdc)	(Vdc)

ATTACHMENT F, PAGE 8 OF 12

CONFIDENTIAL EPC Contract-Solar Tax Partners I, LLC and SPI

Inverter Readings

Inverter	Inverter	Inverter	Inverter	Array	Array
Output	Output	Output	Output	Voltage	Voltage
(Vac)	Current (Aac)	Power (kW)	Energy (kWh)	(Vdc)	(Vdc)

DAS Readings

Inverter	Inverter	Inverter	Inverter	Array	Array
Output	Output	Output	Output	Voltage	Voltage
(Vac)	Current (Aac)	Power (kW)	Energy (kWh)	(Vdc)	(Vdc)

Inverter Readings

Inverter	Inverter	Inverter	Inverter	Array	Array
Output	Output	Output	Output	Voltage	Voltage
(Vac)	Current (Aac)	Power (kW)	Energy (kWh)	(Vdc)	(Vdc)

DAS Readings

Inverter	Inverter	Inverter	Inverter	Array	Array
Output	Output	Output	Output	Voltage	Voltage
(Vac)	Current (Aac)	Power (kW)	Energy (kWh)	(Vdc)	(Vdc)

Inverter Readings

Inverter	Inverter	Inverter	Inverter	Array	Array
Output	Output	Output	Output	Voltage	Voltage
(Vac)	Current (Aac)	Power (kW)	Energy (kWh)	(Vdc)	(Vdc)

ATTACHMENT F, PAGE 9 OF 12

CONFIDENTIAL EPC Contract-Solar Tax Partners I, LLC and SPI

DAS Readings

Inverter	Inverter	Inverter	Inverter	Array	Array
Output	Output	Output	Output	Voltage	Voltage
(Vac)	Current (Aac)	Power (kW)	Energy (kWh)	(Vdc)	(Vdc)

Inverter Readings

Inverter	Inverter	Inverter	Inverter	Array	Array
Output	Output	Output	Output	Voltage	Voltage
(Vac)	Current (Aac)	Power (kW)	Energy (kWh)	(Vdc)	(Vdc)

Section V — Interconnection Preparation
Site:                                           Project #                                                               
Commissioned by:                                                                Date:                    

ATTACHMENT F, PAGE 10 OF 12

CONFIDENTIAL EPC Contract-Solar Tax Partners I, LLC and SPI

Photovoltaic Inverter Startup & Acceptance Test

     Site Location:                                            Project No:                       Date:                       Pg #                     of                     

     Time of Day:                                           Commissioned by                                                                                    

Inverter Number
Mfg. & Model Number		Utility Voltage	Utility Frequency			Inverter Voltage	Inverter Current
Serial Number	Irradiance	(Vac)	(Hz)	Array Voltage (Vdc)	Array Current (Adc)	(Vac)	(Aac)	Power Output (Wac)

Inverter Number
Mfg. & Model Number		Utility Voltage	Utility Frequency			Inverter Voltage	Inverter Current
Serial Number	Irradiance	(Vac)	(Hz)	Array Voltage (Vdc)	Array Current (Adc)	(Vac)	(Aac)	Power Output (Wac)

Inverter Number
Mfg. & Model Number		Utility Voltage	Utility Frequency			Inverter Voltage	Inverter Current
Serial Number	Irradiance	(Vac)	(Hz)	Array Voltage (Vdc)	Array Current (Adc)	(Vac)	(Aac)	Power Output (Wac)

PV Combiner Box & Array Tests (Home Run to Inverter)

Site Location:                                          Project No:                                          Date:                                          
Combiner Box #                                          Model:                                          Serial #                                          
Inverter #                                          Model:                                          Serial #                                          
Sun Intensity:                     Ambient Temp:                                          Panel Temp:                     
Azimuth:                     Tilt                      Commissioned by:                                          

ATTACHMENT F, PAGE 11 OF 12

CONFIDENTIAL EPC Contract-Solar Tax Partners I, LLC and SPI

For repetitive source circuit wiring, the following must be followed for each source circuit in a systematic approach, i.e. per array. Testing will take place around Noon on a cloudless day. All data is to be recorded on the list below.

Site Module Identification

Site Location:                                            Project
No:                                          Date:                     
Make:                      Model:                      Installed by:                                           Page #                       of                      

NO. Serial Number Bldg. or String # NO. Serial Number Bldg. or String #

ATTACHMENT G

	Polarity Correct					Polarity Correct
String No.	YES/NO	VOC (VDC)	Pos. /Neg. to Grd.	String No.		YES/NO	VOC (VDC)	Pos./Neg. to Grd.
1					23
2					24
3					25
4					26
5					27
6					28
7					29
8					30
9					31
10					32
12					33
13					34
14					35
15					36
16					37
17					38
18					39
19					40
20					41
21					42
22					43

ATTACHMENT F, PAGE 12 OF 12

CONFIDENTIAL EPC Contract-Solar Tax Partners I, LLC and SPI

ATTACHMENT G

DATA ACQUISITION SYSTEM REQUIREMENTS

1.1 Generating Facility Data Acquisition System shall be from Solar Power, Inc. and will provide the following components:

a.	Internet Gateway(s)/Data Logger(s) — in a number relevant to the output of the Generating Facility and number of monitored devices as below
b.	Revenue Grade Energy Meter — to monitor total Generating Facility output
c.	Weather Data Station — with irradiance, wind speed, ambient temperature and panel temperature
d.	Inverter Monitoring of each individual inverter

1.2 Basic Monitoring Service including:

a.	Energy Meter monitoring
b.	Weather Data monitoring
c.	Inverter Monitoring
d.	Reporting
e.	Performance Alarm Handling
f.	System Log Book

Ongoing costs for monitoring services are included in the Operations and Maintenance Agreement, which is an agreement that is separate from the EPC. The Monitoring Service Agreement will be signed by and between Customer and Solar Power, Inc.

Internet service to the Building 200 inverter will be provided by Customer.

ATTACHMENT H, PAGE 1 OF 2

CONFIDENTIAL EPC Contract-Solar Tax Partners I, LLC and SPI

ATTACHMENT H

NOT USED

ATTACHMENT H, PAGE 2 OF 2

CONFIDENTIAL EPC Contract-Solar Tax Partners I, LLC and SPI

ATTACHMENT I
EPC PROVIDER FORM DOCUMENTS

[Form of invoice to Solar Tax Partners I, LLC]

	Invoice
	Date
	Customer Number
	Order Number
	Job Number
	Invoice Number
	Net Terms	20 days

Bill To:	SOLAR TAX PARTNERS, 1 LLC Project
[SOLAR TAX PARTNERS, 1 LLC	SOLAR TAX PARTNERS, 1 LLC
Project 200] [
Attn:
c/o

Description
Design Submittal Development
Design Submittal Approval
[Attach Updated Progress Payment Schedule (Attachment E)]
	Billing Amount:
Remit To:	Retention Withheld:
Solar Power, Inc.	Retention Due:
[wiring instructions or Street	Subtotal:	$
	Misc:
City, State, Zip]	Tax:
	Pay This Amount:	$

ATTACHMENT I, PAGE 1 OF 5

CONFIDENTIAL EPC Contract-Solar Tax Partners I, LLC and SPI

[Form of conditional lien release — progress payment]

CONDITIONAL WAIVER AND RELEASE UPON PROGRESS PAYMENT

Upon receipt by the undersigned of a payment or a check from SPIC in the sum of $                     payable to                                                                                                                                                      and when the payment is effective or the check has been properly endorsed and has been paid by the bank upon which it is drawn, this document shall become effective to unconditionally and irrevocably waive and release any mechanic’s lien, stop notice, or bond right the undersigned has on the job of [XXX Project Entity] located at                                            [Job Description] (the “Project”) to the following extent.

This release covers a progress payment for labor, services, equipment, or material furnished to SPIC through                                          [Date] only and does not cover any retentions retained before or after the release date; extras furnished before the release date for which payment has not been received; extras or items furnished after the release date. Rights based upon work performed or items furnished under a written change order which has been fully executed by the parties prior to the release date are covered by this release unless specifically reserved by the claimant in this release. This release of any mechanic’s lien, stop notice, or bond right shall not otherwise affect the contract rights, including rights between parties to the contract based upon a rescission, abandonment, or breach of the contract, or the right of the undersigned to recover compensation for furnished labor, services, equipment, or material covered by this release if that furnished labor, services, equipment, or material was not compensated by the progress payment. Before any recipient of this document relies on it, said party should verify evidence of payment to the undersigned. If the undersigned has filed with a public agency a U.C.C. Financing Statement evidencing a security interest in equipment delivered or installed in connection with the Project, the undersigned agrees to promptly execute and file with such public agency any documents necessary to terminate the effectiveness of such U.C.C. Financing Statement.

Dated:
		Solar Power, Inc.
	By
		(Title)

ATTACHMENT I, PAGE 2 OF 5

CONFIDENTIAL EPC Contract-Solar Tax Partners I, LLC and SPI

[Form of conditional lien release — final payment]

CONDITIONAL WAIVER AND RELEASE UPON FINAL PAYMENT

Upon receipt by the undersigned of a payment or a check from [XXX Project Entity] in the sum of $                     payable to Solar Power, Inc. and when the check has been properly endorsed and has been paid by the bank upon which it is drawn, this document shall become effective to unconditionally and irrevocably waive and release any mechanic’s lien, stop notice, or bond right the undersigned has on the job of [XXX Project Entity] located at                                                             . (the “Project”)

This release covers the final payment to the undersigned for all labor, services, equipment, or material furnished on the job, except for disputed claims for additional work in the amount of $                    . Before any recipient of this document relies on it, the party should verify evidence of payment to the undersigned. If the undersigned has filed with a public agency a U.C.C. Financing Statement evidencing a security interest in equipment delivered or installed in connection with the Project, the undersigned agrees to promptly execute and file with such public agency any documents necessary to terminate the effectiveness of such U.C.C. Financing Statement.

Dated:
		Solar Power, Inc.
	By	(Title)

ATTACHMENT I, PAGE 3 OF 5

CONFIDENTIAL EPC Contract-Solar Tax Partners I, LLC and SPI

[Form of unconditional lien release — progress payment]

UNCONDITIONAL WAIVER AND RELEASE UPON PROGRESS PAYMENT

The undersigned has been paid and has received a progress payment in the sum of $                     for labor, services, equipment, or material furnished to [XXX Project Entity] on the job located at                                            [Job Description] (the “Project”) and does hereby unconditionally and irrevocably waive and release any mechanic’s lien, stop notice, or bond right that the undersigned has on the above referenced job to the following extent.

This release covers a progress payment for labor, services, equipment, or materials furnished to [XXX Project Entity] through                                            [Date] only and does not cover any retentions retained before or after the release date; extras furnished before the release date for which payment has not been received; extras or items furnished after the release date. Rights based upon work performed or items furnished under a written change order which has been fully executed by the parties prior to the release date are covered by this release unless specifically reserved by the claimant in this release. This release of any mechanic’s lien, stop notice, or bond right shall not otherwise affect the contract rights, including rights between parties to the contract based upon a rescission, abandonment, or breach of the contract, or the right of the undersigned to recover compensation for furnished labor, services, equipment, or material covered by this release if that furnished labor, services, equipment, or material was not compensated by the progress payment. If the undersigned has filed with a public agency a U.C.C. Financing Statement evidencing a security interest in equipment delivered or installed in connection with the Project, the undersigned agrees to promptly execute and file with such public agency any documents necessary to terminate the effectiveness of such U.C.C. Financing Statement.

Dated:
		Solar Power, Inc.
	By
		(Title)

NOTICE: THIS DOCUMENT WAIVES RIGHTS UNCONDITIONALLY AND STATES THAT YOU HAVE BEEN PAID FOR GIVING UP THOSE RIGHTS. THIS DOCUMENT IS ENFORCEABLE AGAINST YOU IF YOU SIGN IT, EVEN IF YOU HAVE NOT BEEN PAID. IF YOU HAVE NOT BEEN PAID, USE A CONDITIONAL RELEASE FORM.

ATTACHMENT I, PAGE 4 of 5

CONFIDENTIAL EPC Contract-Solar Tax Partners I, LLC and SPI

[Form of unconditional lien release — final payment]

UNCONDITIONAL WAIVER AND RELEASE UPON FINAL PAYMENT

The undersigned has been paid in full for all labor, services, equipment, or material furnished to [XXX Project Entity] on the job located at                                                                                   [Job Description] (the “Project’) and does hereby unconditionally and irrevocably waive and release any right to a mechanic’s lien, stop notice, or any right against a labor and material bond on the job, except for disputed claims for extra work in the amount of $                    . If the undersigned has filed with a public agency a U.C.C. Financing Statement evidencing a security interest in equipment delivered or installed in connection with the Project, the undersigned agrees to promptly execute and file with such public agency any documents necessary to terminate the effectiveness of such U.C.C. Financing Statement.

Dated:
		Solar Power, Inc.
	By
		(Title)

NOTICE: THIS DOCUMENT WAIVES RIGHTS UNCONDITIONALLY AND STATES THAT YOU HAVE BEEN PAID FOR GIVING UP THOSE RIGHTS. THIS DOCUMENT IS ENFORCEABLE AGAINST YOU IF YOU SIGN IT, EVEN IF YOU HAVE NOT BEEN PAID. IF YOU HAVE NOT BEEN PAID, USE A CONDITIONAL RELEASE FORM.

ATTACHMENT I, PAGE 5 OF 5

CONFIDENTIAL EPC Contract — Solar Tax Partners I, LLC and SPI

ATTACHMENT J
FEDERAL AND STATE REBATES AND INCENTIVES

REBATES

EPC Provider shall perform the Work, in accordance with practices generally accepted in the industry, all applicable laws, government approvals and permitting requirements, and quality control and inspections so that the Generating Facility (i) meets or exceeds all requirements of applicable laws, government approvals and licenses and the Generating Facility is installed in accordance with manufacturer’s specifications or by methods otherwise approved by the manufacturer; (ii) complies with all requirements of the Interconnection Agreement; (iii) meets or exceeds the warranties and guarantees set forth in Section 6; (iv) are safe and adequate for their intended purpose and conditions; (v) are free from defects; (vi) is comprised of equipment which is new and of good quality when installed, designed and manufactured and of a grade in accordance with generally accepted national standards for the design, manufacture and quality of such equipment; and (viii) meets or exceeds all requirements for the following federal and state rebates and incentives: [California Solar Initiative], (the “Rebates”).

In the event completion as described in Section 14 has not occurred by project completion date as a result of EPC Provider’s default of its obligations under this Agreement, any reduction in the Rebates resulting from such default will be the responsibility of EPC Provider.

[Sacramento Municipal Utility District]

1.	Completed Proof of Project Milestone Checklist
2.	Host Customer Certificate of Insurance
3.	Generating Facility Customer Certificate of Insurance (if different than Host Customer)
4.	Copy of Completed Interconnection Application
5.	Copy of executed contract for system installation
6.	Copy of executed alternative Generating Facility Ownership agreement (if Generating Facility Customer is different than Host Customer)
7.	Project Cost Breakdown Worksheet
8.	Revised Generating Facility Sizing Calculations (if applicable)
9.	Revised Incentive Calculation Worksheet (if applicable)
10.	CSI Program Contract with Original Signature
11.	Copy of RFP or solicitation (Government, Non-profit, and Public Entities only)
12.	Copy of the System Warranty

ATTACHMENT J, PAGE 1 OF 1

CONFIDENTIAL EPC Contract — Solar Tax Partners I, LLC and SPI

ATTACHMENT K
WARRANTIES

SYSTEM WARRANTY

PHOTOVOLTAIC SYSTEM LIMITED WARRANTY

Solar Power, Inc. (“SPI”) conditionally warrants and guarantees for a period of one hundred twenty (120) months from final building inspection that:

i.	The PV system is warranted to be free from defects in workmanship of both labor and material;
ii.	All work was completed according to contract terms and design specifications;
iii.	SPI’s one hundred twenty (120) month warranty is concurrent with any Original Equipment Manufacturer (“OEM”) Warranty that may apply to the equipment incorporated into the PV Power System. SPI’s warranty is not extended by any OEM Warranty that may apply;
iv.	Except as required by law, SPI EXCLUDES BOTH THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS PURSUANT TO CAL. COMM. CODE §2316 and SPI provides no warranty greater than those items covered by an OEM Warranty;
v.	SPI will make every effort to respond within three (3) business days on all properly notified warranty claims;
vi.	Damage caused by acts of God, pest damage, neglect, negligence or accidents, alteration, modification, or unintended use, and/or abuse are not covered by the SPI one hundred twenty (120) month or any OEM warranty.

Solar Panel’s are warranted by the OEM. Please refer to the attached panel warranty documentation that will accompany the system design submittals. Inverters’ are warranted by the OEM. Please refer to the attached inverter warranty documentation that will accompany the system design submittals.

If the Owner believes or becomes aware that the photovoltaic system is not functioning properly, the Owner must promptly notify SPI in the manner described below. Early attention to a minor problem may help avoid serious problems later. A failure to report a problem on a timely basis may void the Owner’s warranty rights.

SPI, at its option, may use new and/or reconditioned parts in performing warranty repair and in building replacement products. SPI reserves the right to use parts or products of original or improved design in the repair or replacement. If SPI repairs or replaces a product, its warranty continues for the remaining portion of the original warranty. All replaced products and all parts removed from repaired products become the property of SPI.

HOW TO NOTIFY SPI: A properly notified warrant claim will be one that is reported to SPI within 3 business days from the discovery of the defect or problem. Notification must be made by calling Customer Care at (800) 548-8767 or by email to customerservice@solarpowerinc.net.

NO OTHER EXPRESS WARRANTIES — THESE REMEDIES ARE EXCLUSIVE:

With the sole exception of the express warranty set forth above, SPI grants no further warranties, disclaims all additional warranties and neither assumes nor authorizes any third party to establish any other obligations or liability in connection with its products. This System Warranty is not extended by any OEM warranty that may apply. Additional OEM Warranties will be provided upon Final Completion.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SPI, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTY SET FORTH HEREIN, AND OWNER MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. SPI HEREBY DISCLAIMS ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY WARRANTIES REGARDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WHICH WARRANTIES ARE SPECIFICALLY WAIVED BY OWNER. IN NO EVENT SHALL SPI OR ANY OF ITS AGENTS, DEALERS, DISTRIBUTORS OR EMPLOYEES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS, INJURY TO GOODWILL, OR LOST SAVINGS DAMAGE TO PROPERTY, OR ANY OTHER DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE MODULE, OR DAMAGES FOR PERSONAL INJURY, RESULTING DIRECTLY OR INDIRECTLY TO OWNER OR ANY OTHER PERSON FROM THE POSSESSION, OWNERSHIP, OR USE OF THE MODULE OR SYSTEM OR PARTS DEEMED TO BE DEFECTIVE, EVEN IF SPI HAS BEEN ADVISED OF THE

ATTACHMENT K, PAGE 1 OF 1

CONFIDENTIAL EPC Contract — Solar Tax Partners I, LLC and SPI

POSSIBILITY OF SUCH DAMAGES OR ANY BREACH OF THE ABOVE EXPRESS WARRANTY, FOR NEGLIGENCE OR OTHERWISE. THIS LIMITATION SHALL APPLY WHETHER A CLAIM ARISES IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. SPI’S MAXIMUM LIABILITY TO OWNER, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE SHALL NOT EXCEED THE AGGREGATE AMOUNT OF PAYMENTS RECEIVED BY SPI FROM OWNER FOR THE PURCHASE AND INSTALLATION OF THE MODULE.

IF YOU HAVE ANY QUESTIONS ABOUT YOUR MODULE WARRANTY, PLEASE VISIT OUR WEBSITE OR CONTACT CUSTOMER CARE AT (800) 548-8767.

ATTACHMENT K, PAGE 2 OF 1

CONFIDENTIAL EPC Contract — Solar Tax Partners I, LLC and SPI

ATTACHMENT L

NOT USED

ATTACHMENT L, PAGE 1 OF 1

CONFIDENTIAL EPC Contract — Solar Tax Partners I, LLC and SPI

ATTACHMENT M
EPC PROVIDER INSURANCE

     EPC Provider Insurance. EPC Provider shall maintain until Final Completion, the insurance coverage outlined in (i) through (vi) below, and all such other insurance as required by applicable law. Evidence of coverage will be provided to Customer on an annual basis, 30 days prior to policy expiration, via a Certificate of Insurance naming Customer and Site Host as an additional insured and certificate holder. All Insurance Carriers will be rated A-VIII or better by A.M. Best and Company.

(i) Workers’ Compensation/Employers Liability. Limits as follows:

*	Workers’ Compensation — Statutory Coverage.
*	Employers Liability — Bodily Injury by accident $1,000,000 each accident

	Bodily Injury by disease $1,000,000 each employee
	Bodily Injury by disease $1,000,000 policy limit
(ii)	Commercial General Liability including Contractual Liability insurance with limits of :

*	$1,000,000 per occurrence for Bodily Injury and Property Damage
*	$2,000,000 General Aggregate — other than Products/Completed Operations
*	$2,000,000 Products/Completed Operations Aggregate
*	$1,000,000 Personal & Advertising Injury
*	$100,000 Fire Damage

     Coverage to be written on an Occurrence form per location basis, without endorsements that limit the policy terms with respect to: (1) the definition of an Insured Contract, (2) provisions for severability of interest, (3) explosion, collapse, underground hazard.

(iii)	Auto Liability insurance for owned, hired and non-owned vehicles with limits of $1,000,000 per accident.
(iv)	Professional Liability and/or Errors and Omissions insurance with limits of:

*	$1,000,000 per occurrence
*	$1,000,000 aggregate

     Coverage to be written on an Occurrence form per location aggregate limit. . Coverage terms and limits to apply excess of the primary per occurrence and/or aggregate limits provided for in the Commercial General Liability, Auto Liability and Professional Liability policies. Coverage terms and limits to also apply in excess of those required for Employers Liability.

(v) Builder’s Risk insurance limits as follows:

* Property limit to be purchased on a replacement cost basis at the full construction contract amount including an agreed upon sub-limit for “soft cost”. Coverage will be written on a “special” form cause of loss and include an agreed amount endorsement containing no co-insurance provisions or deduction for depreciation with deductible of no more than $10,000 and include a limit for loss of business income due to delay in start-up. Boiler and Machinery coverage will be purchased if required for any “hot-testing” of equipment. Developer and/or Host Customer may require additional coverage under this section as required by industry standard to insure against losses caused by Flood, Earthquake, Terrorism or Windstorm for projects in locations exposed to these perils.

ATTACHMENT M, PAGE 1 OF 2

CONFIDENTIAL EPC Contract — Solar Tax Partners I, LLC and SPI

• No exclusion for faulty workmanship, design or material

• No deductible greater than $25,000

(vi) Policy Endorsements.

*	The insurance specified in clause 15.3 above shall contain waivers of subrogation rights against Developer.
*	The insurance provided for Builder’s Risk, Commercial General Liability and Excess Liability shall include

(a)	include the Developer and Site Host as an additional insured with respect to Work performed under this Contract, and
(b)	provide that the insurance is primary coverage with respect to all insureds and shall not be considered contributory insurance with any insurance policies of the Developer.

ATTACHMENT M, PAGE 2 OF 2

CONFIDENTIAL EPC Contract — Solar Tax Partners I, LLC and SPI

ATTACHMENT N

NOT USED

ATTACHMENT N, PAGE 1 OF 1

CONFIDENTIAL EPC Contract — Solar Tax Partners I, LLC and SPI

ATTACHMENT O
LIST OF REQUIRED DRAWINGS

EPC Drawing Requirements

Title Page

Information on the title page shall include, but not be limited to the following:

• System size: This shall include kWdc and kWac.                

• Area of installation: Area, in acres, of land that the installation encompasses.

• Estimate of length of wire used: This shall include all of the wiring used on the system-side of the meter (i.e. home run wiring, DC wiring from combiner boxes to the inverters & AC wiring from inverters to the meters).

• Module part numbers and quantities.

• Inverter part numbers and quantities.

Single Line Diagram/layout page

The single line diagram shall accurately depict the physical electrical connections (i.e. quantity, type, and size of conductors, quantity, size, and type of conduit) between all electrical equipment used in the system. Information on the single line diagrams shall include, but not be limited to the following items:

• Modules per string.

• Number of strings for each combiner box.

• Depiction of the wiring and fusing in all disconnects.

• Wire size and quantity used for every run.

• Total wire length (inside a footnote box or similar notation)

• Conduit size and quantity of wires in each conduit for every run.

• All fuses sizes.

Grounding system design including connection points and conductor size

All electrical equipment shall be depicted, including their capacity/rating, manufacturer, part number, quantity and reference designator where applicable. Examples of equipment shall include but not be limited to the following:

• Modules

• Inverters

• Combiner Boxes

• Wire (gauges and quantity)

• Transformers

• Switchgear

• DC & AC Disconnects

• Fuses

• Data Acquisition System (DAS)

• Main Switchboard

• Meters

• Distribution Panels

• MET (Meteorological) Stations

Layout Page

• Tie-in locations.

General Drawing Requirements

The design drawing package shall also include, but not be limited to the following items:

• Array layout with location of equipment and tie-in relative to array

• Electrical equipment pad layout

• Locations of conduit runs

• Torque values for terminal hardware

• String Layout page showing the string, combiner box, disconnect, and inverter layout using a structured naming system

ATTACHMENT O, PAGE 1 OF 1

EX-99.3

Exhibit 99.3

PROMISSORY NOTE

$_____________________________ San Francisco, California
_______________,2010

     1. Agreement to Pay. For value received, HEK PARTNERS , LLC, a California limited liability company (“Maker”), hereby agrees and promises to pay to order of SOLAR POWER, INC., a California corporation, its endorsees, successors and assigns (hereinafter referred to as “Holder”), at 1115 Orlando Avenue, Roseville, California 95661, or such other address as Holder may from time to time designate, the principal sum of ___ Dollars ($___)(the “Obligation”), together with any interest thereon as provided for herein, until such Obligation has been paid in full (the “Note”) subject to the terms and conditions set forth herein.

     2. Background and Purpose. This Note is made with reference to that certain Guaranty dated and effective as of December 22, 2009 by Holder, William H. Hedden and Steven Kay (“Guaranty”). Pursuant to the terms of the Guaranty, Holder has agreed to guaranty certain obligations of Maker under the Master Tenant 2008-C LLC Operating Agreement dated December 22, 2009. Holder agreed to escrow certain funds pursuant to that certain Escrow Agreement dated July 29, 2010 by and between Solar Tax Partners 1, LLC, Master Tenant 2008-C, LLC, Maker, Holder, and First American Title Company (“Escrow Agreement”) to support a potential claim against Maker which is supported by Holder under the Guaranty. Once the amount of Maker’s obligation was determined, Maker executed and delivered this Note to evidence an extension of credit by Holder to Maker from the escrowed funds in the amount of Holder’s Guaranty obligation.

     3. Interest Rate. The outstanding principal balance hereof shall bear interest from the date of this Note at the rate of six and 50/100ths percent (6.50%) per annum (“Interest Rate”). Interest under this Note shall be calculated based on the actual number of days the principal balance of this Note is outstanding.

     4. Payment Terms. Payments shall be made by Maker under this Note on the terms and conditions set forth below:

          4.1. Periodic Payments. Maker shall make periodic payments under this Note from distributions to Maker as a member of Master Tenant 2008-C LLC, a Delaware limited liability company, and Solar Tax Partners 1, LLC, a California limited liability company.

          4.2. Maturity Date. Notwithstanding any other provision herein, and subject to the rights of Holder under Section 5 below, the entire unpaid principal balance of this Note and all accrued but unpaid interest shall be due and payable on _________(“Maturity Date”).

          4.3. Payment Time and Form. Maker shall make the payments required under this Note not later than 5:00 p.m. Pacific Standard Time on the required

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payment dates at the address specified above. All amounts payable under this Note are payable in lawful money of the United States.

          4.4. Application of Payments. All payments shall be applied first to the payment of any costs, fees, late charges or other charges due under this Note; second to accrued interest; and third to the principal balance. All payments hereunder which are due on a Saturday, Sunday or holiday shall be deemed to be payable on the next business day.

     5. Default.

          5.1. Any of the following shall constitute an “Event of Default” under this Note: (a) the failure by Maker to make any payment of interest or principal, or any other sum or charge when due in accordance with the terms and conditions of this Note, or (b) the failure by Maker to pay in full the entire unpaid principal amount hereof not later than the Maturity Date.

          5.2. Upon the occurrence of any Event of Default, the entire unpaid principal balance, along with all accrued interest and any other amounts owing under or evidenced by this Note, shall immediately become due and payable in full. The Holder shall have and may exercise any and all rights and remedies available at law or in equity.

          5.3. If an Event of Default occurs, this Note shall thereafter bear interest at the rate of the lesser of (i) the Maximum Rate (as hereinafter defined) or (ii) the Interest Rate plus six percent (6%) per annum (which lesser rate is referred to as the “Default Rate”) from the date of the Event of Default until payment in full of the Obligation.

     6. Attorney Fees. If any attorney is engaged by Holder to enforce or defend any provision of this Note, or as a consequence of any Event of Default, with or without the filing of any legal action or proceeding, then Maker shall pay to Holder immediately upon demand all reasonable attorneys’ fees and all costs incurred by Holder in connection therewith, together with interest thereon from the date of such demand until paid at the rate of interest applicable to the principal balance owing hereunder as if such unpaid attorneys’ fees and costs had been added to the principal.

     7. Waivers and Consents. Maker and all endorsers, guarantors, sureties, accommodation parties hereof, and all other persons liable or to become liable for all or any part of the indebtedness under this Note, the Deed of Trust, and the Other Security Documents, waive all applicable exemption rights, whether under the laws of the State, homestead laws, or otherwise, and also waive valuation and appraisement, diligence, presentment, protest and demand, and also notice of protest, of demand, of nonpayment, of dishonor, of acceleration, of intention to accelerate and of maturity. All endorsers, guarantors, sureties, and accommodation parties hereby consent to any and all renewals, extensions or modifications of the terms hereof, including time for payment. Any such renewals, extensions or modifications may be made without notice to any of said parties.

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     8. Prepayment. Maker shall have the right at any time to prepay this Note in full or in part during the term hereof without penalty or premium with full payment of all accrued but unpaid interest with respect to such portion of the principal being repaid.

     9. Governing Law. This Note shall be governed by the laws of the State of California without reference to its conflict of laws provisions.

     10. Time. Time is of the essence of this Note and each of the provisions hereof.

     11. Interest Limitation. All agreements between Maker and Holder are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to Holder for the use, forbearance, loaning or detention of the indebtedness evidenced hereby exceed the maximum permissible under applicable law (“Maximum Rate”). If from any circumstance whatsoever, fulfillment of any provision hereof at any time given the amount paid or agreed to be paid shall exceed the Maximum Rate permissible under applicable law, then, the obligation to be fulfilled shall automatically be reduced to the limit permitted by applicable law, and if from any circumstance Holder should ever receive as interest an amount which would exceed the highest lawful rate of interest, such amount which would be in excess of such highest lawful rate of interest shall be applied to the reduction of the principal balance evidenced hereby and not to the payment of interest. This provision shall control every other provision of all agreements between Maker and Holder and shall be binding upon and available to any subsequent holder of this Note.

     12. No Waiver by Holder.

          12.1. The remedies of Holder as provided herein shall be cumulative and concurrent, and may be pursued singularly, successively or together, at the sole discretion of Holder, and may be exercised as often as occasion therefore shall arise. No delay or omission by Holder in exercising, or failure by Holder on any one or more occasions to exercise any right, remedy or recourse hereunder, or at law or in equity, including without limitation Holder’s right, after the occurrence of any Event of Default by Maker, to declare the entire indebtedness evidenced hereby due and payable, shall be construed as a novation of this Note or shall operate as a waiver or release or prevent the subsequent exercise of any or all such rights, such waiver or release to be effected only through a written document executed by Holder, and then only to the extent specifically recited therein. A waiver or release with reference to any one event shall not be construed as continuing, as a bar to, or as a waiver or release of any subsequent right, remedy, or recourse as to a subsequent event.

          12.2. Acceptance by Holder of any portion or all of any sum payable hereunder, whether before, on or after the due date of such payment shall not be a waiver of Holder’s right either to require prompt payment when due of all other sums payable hereunder or to exercise any of Holder’s rights, powers and remedies hereunder. A waiver of any right in writing on one occasion shall not be construed as a waiver of

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Holder’s rights to insist thereafter upon strict compliance with the terms hereof without previous notice of such intention being given to Maker, and no exercise of any right by Holder shall constitute or be deemed to constitute an election of remedies by Holder precluding the subsequent exercise by Holder of any or all of the rights, powers and remedies available to it hereunder, or at law or in equity.

     13. Captions. The captions to the sections of this Note are for convenience only and shall not be deemed part of the text of the respective sections and shall not vary, by implication or otherwise, any of the provisions of this Note.

     14. Notices. All notices required or committed to be given hereunder to Maker or Holder shall be given at the addresses set forth in above with respect to Holder and in the Security Agreement with respect to Maker.

     15. Assignment. This Note inures to and binds the heirs, legal representatives, successors, and assigns of Maker and Holder. This Note is not assignable by Maker, without the written consent of Holder.

     16. Severability. If any provision of this Note, or the application of it to any party or circumstance is held void, invalid, or unenforceable by a court of competent jurisdiction, the remainder of this Note, and the application of such provision to other parties or circumstances, shall not be affected thereby, the provisions of this Note being severable in any such instance.

     17. Miscellaneous. The provisions of this Note may not be waived, changed or discharged orally, but only by an agreement in writing signed by Maker and Holder; and any oral waiver, change or discharge of any term or provision of this Note shall be without authority and of no force or effect.

[SIGNATURES ON FOLLOWING PAGE]

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     Maker has executed this Note as of the date and year first above written.

MAKER: HEK PARTNERS, LLC, a California limited liability company
By:
	William H. Hedden, Manager
By:
	Steven Kay, Manager
By:
	Stephen C. Kircher, Manager

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EX-99.4

Exhibit 99.4

ESCROW AGREEMENT

          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.”

RECITALS

          A. STP1 and Master Tenant have entered into that certain Pass-Through Agreement (the “Pass Through Agreement”) dated as of December 22, 2009, pursuant to which STP1 agreed to pass through to Master Tenant the right to apply for payments in lieu of tax credits from the Department of the Treasury under Section 1603 of the American Recovery and Reinvestment Tax Act of 2009 (“Cash Grants”);

          B. Master Tenant applied to the U.S. Department of Treasury (the “Treasury”) for Cash Grants totaling $6.9 million (“Grant Application Amount”) in connection with a 3,614.56 kW photovoltaic solar energy system (the “Generating Facility”) which qualifies for the Cash Grants;

          C. On or about July 27, 2010, Cash Grants were received by Master Tenant in the amount of $5,867,136 (the “Grant Award”), which is less than the Grant Application Amount (the difference between the Grant Application Amount and the Grant Award is referred to herein as the “Grant Deficiency”);

          D. HEK Partners is the managing member of STP1 and Master Tenant. Under the terms of the Master Tenant’s Operating Agreement, dated as of December 22, 2009 (the “MT Operating Agreement”), HEK Partners is obligated to pay certain amounts to Master Tenant as a result of the Grant Deficiency (the “Adjustment Amount”);

          E. The Generating Facility was constructed by SPI for STP1 pursuant to that certain Engineering, Procurement and Construction Agreement dated September 30, 2009 (“EPC”), and STP1 currently owes SPI approximately $9,105,108 under the EPC;

          F. SPI is a guarantor of certain obligations of HEK Partners under the MT Operating Agreement, including payment of the Adjustment Amount, pursuant to the terms of that certain Guaranty dated December 22, 2009 (“Guaranty”); and

          G. The Parties desire to enter into this Escrow Agreement to provide for a reserve to be established in order to pay the Adjustment Amount in accordance with the terms set forth in this Agreement.

          NOW, THEREFORE, in consideration of the promises and the mutual agreements expressed herein, the Parties agree as follow:

          1. Appointment of Escrow Agent. STP1, SPI, Master Tenant, and HEK Partners hereby appoint the Escrow Agent to serve as escrow agent hereunder and the Escrow Agent hereby accepts such appointment and agrees to act as Escrow Agent hereunder and to accept, hold and distribute the Escrow Funds in a separate and distinct account (the “Escrow Account”) in accordance with and subject to the terms and conditions hereof.

          2. Deposit of Escrow Funds and Disbursement Funds.

               2.1. Upon the closing of the loan by Umpqua Bank to STP1 in connection with the Generating Facility, HEK Partners and/or SPI shall deposit with the Escrow Agent an aggregate amount equal to One Million One Hundred Eighty-Seven Thousand Six Hundred Seventy-Five Dollars ($1,187,675) (the “Escrow Deposit”). It is noted that the amount of the Escrow Deposit is based on the minimum obligation of HEK Partners under Section 5.01(e)(iii) of the MT Operating Agreement, assuming the Grant Deficiency is unadjusted, and this amount is the result of multiplying $1.15 and Grant Deficiency.

               2.2. The Escrow Deposit shall be deposited into a federally-insured, interest-bearing account pending release pursuant to the terms of this Escrow Agreement.

               2.3. The Escrow Deposit and any income earned thereon are referred to herein collectively as the “Escrow Funds.”

          3. Distribution of Escrow Funds

               3.1. If the Master Tenant challenges the determination by Treasury prior to August 15, 2010, then,

(a) If Master Tenant receives an increase in the amount of the Cash Grants, the Grant Deficiency will be adjusted downward dollar-for-dollar by the amount of the additional Cash Grants received by Master Tenant (the receipt of the additional Cash Grants and the adjustment being referred to herein as the “Adjusted Grant Deficiency Event”);

          (b) If Master Tenant’s challenge is denied, then Master Tenant will be treated as receiving a final determination of the Cash Grants amount, such denial being referred to herein as a “Final Determination”.

               3.2. Upon the earlier of (i) October 31, 2010, (ii) the occurrence of an Adjusted Grant Deficiency Event, (iii) a Final Determination and (iv) Master Tenant has not challenged the determination prior to August 15, 2010, the following shall occur:

Master Tenant shall provide written notice (any notice from Master Tenant under this Section 3 shall be referred to as a “Release Notice”) to STP1, SPI, HEK Partners, Greystone Renewable Energy Manager LLC (“GREM”) and the Escrow Agent authorizing the release of the Escrow Funds to STP1 or Master Tenant.

               3.3. The Release Notice shall (i) authorize the release of Escrow Funds to one or more parties in accordance with the terms of this Section 3 and shall provide for the

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termination of the Escrow Agent’s obligations under this Agreement, subject to the dispute provisions that follow in this Section 3, or (ii) authorize the release of Escrow Funds to none of the parties in accordance with the terms of this Section 3 and shall provide for a single extension of Section 3.2 of this Agreement for a period of not more than thirty (30) days.

               3.4. The payments directed by the Release Notice (“Requested Amount”) shall be paid by the Escrow Agent out of the Escrow Funds to or at the direction of Master Tenant in accordance with the Release Notice unless STP1, GREM, SPI or HEK Partners disputes the validity or amount of such claim by notifying Master Tenant and the Escrow Agent in writing, containing a description in reasonable detail of the basis for the dispute and the amount in dispute (a “Dispute Notice”), within five (5) calendar days after a Release Notice is delivered to STP1, HEK Partners, GREM, SPI and Escrow Agent, provided, however, that if SPI, STP1 and HEK Partners waives, in writing, the right to so dispute the Requested Amount, such disbursement may be made immediately. If a Dispute Notice has not been delivered to Master Tenant and the Escrow Agent within the required five (5) calendar day period, the Escrow Agent shall promptly disburse to or at the direction of Master Tenant the portion of the Escrow Funds set forth in the Release Notice.

               3.5. In the event that a Dispute Notice has been provided by STP1, GREM, SPI or HEK Partners to Master Tenant and the Escrow Agent within the required five (5) calendar day period, the Escrow Agent shall distribute promptly to or at the direction of Master Tenant the undisputed portion (if any) of the amount set forth in the Release Notice and withhold the amount in dispute (the “Disputed Amount”). The Disputed Amount shall be held by the Escrow Agent in accordance with the terms hereof until the earlier to occur of the following: (i) STP1, HEK Partners, Master Tenant, SPI and GREM jointly direct the disbursement of the Disputed Amount by delivering written instruction to the Escrow Agent, or (ii) the Escrow Agent receives a copy of a final, non-appealable judgment or order of a court of competent jurisdiction (a “Directive”) with respect to the Disputed Amount. Upon receipt of such instructions or Directive, or as promptly as practicable but in no event more than fifteen (15) calendar days after receipt of such instructions or Directive, the Escrow Agent shall disburse or continue to hold (as the case may be) the Disputed Amount, as required by such instructions or Directive, as the case may be.

               3.6. If any payment is directed to be made to Master Tenant from the Escrow Agent, it is the express agreement of the Parties that such payment of the Escrow Funds shall be treated for all purposes as (i) initially paid by STP1 to SPI under the EPC, then (ii) a disbursement by SPI to HEK Partners pursuant to an agreement entered into between HEK Partners and SPI, then (iii) contributed by HEK Partners to Master Tenant, as a contribution to the capital of Master Tenant. Further, the Master Tenant agrees that the payment received by Master Tenant in accordance with this Agreement shall be reflected on its books as a capital contribution, as set forth in Section 3.6(iii), and such amount will immediately be distributed to its Investor Member, Greystone Renewable Energy Fund 2008-A, LLC, in accordance with Section 5.01(e) of the MT Operating Agreement and shall be pursuant to the obligations of HEK Partners under Section 5.01(e)(iii).

               3.7. If any payment is directed to be made to SPI, the Escrow Funds will be treated as paid by STP1 to SPI under the EPC.

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          4. Joint Written Instructions and Directions; Disbursements. Notwithstanding any other provisions of this Escrow Agreement, the Escrow Agent shall deal with the Escrow Funds, or any part thereof, at any time in accordance with any directions given in an undisputed Release Notice or jointly given in writing by STP1, Master Tenant, GREM and HEK Partners to the Escrow Agent or in a Directive. The Parties agree that all disbursements required to be made hereunder shall be made by wire transfer of immediately available funds in accordance with the wire transfer instructions specified in the notice directing the Escrow Agent to make such disbursement.

          5. Provisions Concerning the Escrow Agent.

               5.1. This Escrow Agreement sets forth, exclusively, the duties of the Escrow Agent and no additional duties or obligations shall be inferred herefrom or implied hereby.

               5.2. The Escrow Agent shall not be responsible for the validity of any documents or other property delivered to it pursuant hereto, may act and rely conclusively upon any instrument or signature believed by it to be genuine and may assume that any person purporting to give any notice or instructions hereunder, believed by the Escrow Agent to be authorized, has been duly authorized so to do.

               5.3. The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may in good faith do or refrain from doing in connection herewith, except to the extent that any act or omission constitutes gross negligence or willful misconduct. In no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Escrow Agent has been advised of such loss or damage and regardless of the form of action.

               5.4. The Escrow Agent may consult with, and obtain advice from, legal counsel in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the advice of such counsel.

               5.5. The Escrow Agent shall not be bound by any modification of this Escrow Agreement unless it shall have specifically consented thereto in writing.

               5.6. STP1 shall be responsible for and shall pay to the Escrow Agent all reasonable expenses, including the reasonable fees and expenses of counsel, which the Escrow Agent may incur, and its normal fees for all services rendered, in each case in connection with the discharge of its duties, and the exercise or enforcement of the rights of the Parties hereunder. The Escrow Agent may deduct any unpaid fees from the Escrow Funds. In the event the Escrow Agent deducts any unpaid fees for which STP1 is responsible hereunder from the Escrow Funds, STP1 shall promptly deposit into the Escrow Account an amount equal to such deducted amount.

               5.7. The Escrow Agent may resign by giving written notice to STP1, Master Tenant, SPI, GREM and HEK Partners specifying a date which such resignation shall

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take effect, which shall in no event be earlier than ten (10) days after the giving of such notice, and shall be discharged from its duties and obligations upon the appointment of a successor Escrow Agent as hereafter provided and the delivery to such successor of the Escrow Funds. Immediately upon receipt of such notice, STP1, Master Tenant, SPI, GREM and HEK Partners shall appoint a successor Escrow Agent who shall be mutually acceptable to them. Any such successor Escrow Agent shall deliver to STP1, Master Tenant, SPI, GREM and HEK Partners and to the resigning Escrow Agent a written instrument accepting such appointment hereunder, and thereupon it shall succeed to all the rights and duties of the Escrow Agent hereunder, and shall be entitled to receive the Escrow Funds. In the event that a successor Escrow Agent shall not be so appointed by the date of resignation specified by the Escrow Agent, the Escrow Agent shall have the right to appoint as a successor Escrow Agent any national bank, and the Parties hereto agree to accept any such successor Escrow Agent appointed by the Escrow Agent.

               5.8. In the event of any dispute between STP1, Master Tenant, SPI and GREM and HEK Partners or between the Escrow Agent and any one or more of the other Parties hereto, with regard to the Escrow Agent or its duties, or any other matter concerning the disposition of the Escrow Funds or in the event that the Escrow Agent, in good faith, is in doubt as to what action it should take hereunder, the Escrow Agent may deposit the Escrow Funds with the Superior Court of California for Sacramento County pending the decision of such court, and the Escrow Agent shall be entitled to refrain from action pending, and rely upon, the decision of such court. The rights of the Escrow Agent under this Section 5.8 are cumulative of all other rights which it may have by law or otherwise.

               5.9. The Parties (other than the Escrow Agent) hereby agree that, the Escrow Agent shall be indemnified from and against any loss, liability or expense reasonably incurred, without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with the Escrow Agreement, including the expense of defending itself against any claim or liability arising therefrom. Any payment required to be made pursuant to this Section 5.9 shall be paid from the Escrow Fund. The Escrow Agent shall not be required to give any bond or surety or report to any court despite any statute, custom or rule to the contrary. The Escrow Agent may deduct any unpaid amounts from the Escrow Funds.

               5.10. STP1, Master Tenant, SPI, GREM and HEK Partners together may terminate the appointment of the Escrow Agent hereunder upon written notice specifying the date upon which such termination shall take effect. In the event of such termination, STP1, Master Tenant, SPI, GREM and HEK Partners shall before the date of such termination jointly appoint a successor Escrow Agent, and the Escrow Agent shall deliver the remaining Escrow Funds to such successor Escrow Agent.

          6. Notices and Written Directions. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made upon being delivered either by courier or fax delivery to the Party for whom it is intended, provided that a copy thereof is deposited, postage prepaid, certified or registered mail, return receipt requested, in the United States mail, bearing the address shown in this Section 6 for, or such other address as may be designated in writing hereafter by, such Party:

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     If to STP1, to:

Solar Tax Partners 1, LLC
c/o HEK Partners LLC
1835 15th Street
San Francisco, CA 94103
Attention: William Hedden
Facsimile: (415) 703-9834

With copies to

Greystone Renewable Energy Fund 2008-A LLC
152 West 57th Street, 60th Floor
New York, NY 10019
Attention: Manager
Facsimile: (212) 649-9701

Greystone Renewable Energy Manager LLC
c/o Greystone & Co. Inc.
Carnegie Hall Tower
152 West 57^th Street, 60^th Floor
New York, NY 10019
Attention: General Counsel
Facsimile: (212) 896-9155

Solar Power, Inc.
1115 Orlando Avenue
Roseville, CA 95661
Attention: Steve Kircher and Joe Bedewi
Facsimile: (916) 721-0478

     If to Master Tenant, to:

Master Tenant 2008-C, LLC
c/o HEK Partners LLC
1835 15th Street
San Francisco, CA 94103
Attention: William Hedden
Facsimile: (415) 703-9834

With copies to

Greystone Renewable Energy Fund 2008-A LLC
152 West 57th Street, 60th Floor
New York, NY 10019
Attention: Manager
Facsimile: (212) 649-9701

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Greystone Renewable Energy Manager LLC
c/o Greystone & Co. Inc.
Carnegie Hall Tower
152 West 57^th Street, 60^th Floor
New York, NY 10019
Attention: General Counsel
Facsimile: (212) 896-9155

Solar Power, Inc.
1115 Orlando Avenue
Roseville, CA 95661
Attention: Steve Kircher and Joe Bedewi
Facsimile: (916) 721-0478

If to HEK Partners, to:

HEK Partners LLC
1835 15th Street
San Francisco, CA 94103
Attention: William Hedden
Facsimile: (415) 703-9834

With copies to:

Solar Power, Inc.
1115 Orlando Avenue
Roseville, CA 95661
Attention: Steve Kircher and Joe Bedewi
Facsimile: (916) 721-0478

If to SPI to:

Solar Power, Inc.
1115 Orlando Avenue
Roseville, CA 95661
Attention: Steve Kircher and Joe Bedewi
Facsimile: (916) 721-0478

With copies to:
Weintraub Genshlea Chediak
400 Capitol Mall, Suite 1100
Sacramento, CA 95814
Attn: David C. Adams
Facsimile: (916) 446-1611

If to Escrow Agent, to:

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First American Title Company
National Commercial Services
1610 Arden Way, #101
Sacramento, CA 95815
Attn: Barbara Clarke
Facsimile: 800-890-0234

          7. Third Party Beneficiary. GREM is a third party beneficiary hereunder and its signature below is solely for the purpose of acknowledging same its standing to enforce it rights under this Escrow Agreement.

          8. Counterparts. Counterpart copies of this Escrow Agreement may be signed by all Parties and signature pages exchanged by fax or otherwise. The Parties intend that counterpart copies signed and exchanged as provided in the preceding sentence shall be fully binding. Counterpart originals of this Escrow Agreement shall be exchanged by U.S. mail or express service at the earliest reasonable date following the exchange of signature pages by fax.

          9. Amendment; Waiver. No modification, amendment or waiver of any provision of this Escrow Agreement will be effective unless such modification, amendment or waiver is approved in writing by STP1, Master Tenant, HEK Partners, SPI, GREM and the Escrow Agent. The failure of any Party to enforce any of the provisions of this Escrow Agreement will in no way be construed as a waiver of such provisions and will not affect the right of such Party thereafter to enforce each and every provision of this Escrow Agreement in accordance with its terms.

          10. Binding Effect; Assignment. This Escrow Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the Parties hereto.

          11. Headings. The headings of the various sections of this Escrow Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Escrow Agreement.

          12. Severability. If any provision of this Escrow Agreement shall be determined to be illegal or unenforceable, the remaining provisions of this Escrow Agreement shall remain in full force and effect, and this Escrow Agreement shall be construed as if the illegal or unenforceable provision were not a part hereof, so long as the remaining provisions of this Escrow Agreement shall be sufficient to carry out the overall intent of the Parties as expressed herein.

          13. Governing Law. This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law doctrine.

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          14. Further Assurances. Each Party hereto shall perform all other acts and execute and deliver all other documents as may be necessary or appropriate to carry out the purposes and intent of this Escrow Agreement.

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     IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as of the date first set forth above.

SOLAR TAX PARTNERS 1, LLC,
By:	HEK PARTNERS, LLC
Its: Managing Member
By:	/s/ Steven Kay
	Steven Kay, Manager
By:	/s/ William Hedden
	William Hedden, Manager
By:	/s/ Stephen C. Kircher
	Stephen C. Kircher Manager
MASTER TENANT 2008-C, LLC,
By:	HEK PARTNERS, LLC
Its:	Managing Member
By:	/s/ Steven Kay
	Steven Kay, Manager
By:	/s/ William Hedden
	William Hedden, Manager
By:	/s/ Stephen C. Kircher
	Stephen C. Kircher Manager
HEK PARTNERS, LLC
By:	/s/ Steven Kay
	Steven Kay, Manager
By:	/s/ William Hedden
	William Hedden, Manager
By:	/s/ Stephen C. Kircher
	Stephen C. Kircher, Manager

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SOLAR POWER, INC.
By:	/s/ Stephen C. Kircher
	Name:	Stephen C. Kircher
	Title:	CEO
FIRST AMERICAN TITLE COMPANY
By:	/s/ First American Title Company
	Name:
	Title:

ACKNOWLEDGMENT OF RIGHTS

BY THIRD PARTY BENEFICIARY:

GREYSTONE RENEWABLE ENERGY MANAGER LLC

By:	/s/ Arthur Hatzopolos
	Name:	Arthur Hatzopolos
	Title:	Vice President

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