Exhibit
10.14
LANDLORD’S RELEASE AND
WAIVER
This
Landlord’s Release and Waiver (this “ Agreement
”), dated as of July 13, 2009, is entered into among Premier
Power Renewable Energy, Inc., a Delaware corporation (“
Borrower ”), whose address is 4961 Windplay Drive,
Suite 100, El Dorado Hills, CA 95762, Umpqua Bank, an Oregon
corporation, whose address is 2998 Douglas Blvd., Suite 100,
Roseville, CA 95661(“ Lender ”) and MKJ -
McCalla Investments, LLC, whose address is 1215 E. Penn Street,
Suite 300, Whittier, CA 90602 (“ Landlord ”) on
the following terms and conditions.
RECITALS
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Borrower and
Landlord are parties to that certain lease dated July 21, 2008,
pursuant to which Borrower leases from Landlord the premises
commonly known as 1020 Nevada Street, Unit 201, Redlands,
California (the “ Premises ”).
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Borrower and
Lender have entered into, or are about to enter into, a loan
agreement and promissory note pursuant to which Lender has agreed
to lend, and Borrower has agreed to borrow, a line of credit and
advised guidance line not to exceed, in the aggregate, Twelve
Million and 00/100 Dollars ($12,000,000.00) (collectively, the
“ Loan ”). Lender has acquired or will acquire a
security interest in the Collateral, as hereafter defined, to
secure the Loan. Some or all of the Collateral is located or may
become located at the Premises.
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Now, therefore,
for valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Borrower, Lender and Landlord agree as
follows:
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Lender has
acquired or will acquire a security interest in the following
(collectively, the “ Collateral ”): The
following described property of Borrower and/or its subsidiaries,
whether now owned or hereafter acquired, whether now existing or
hereafter arising, and wherever located: All personal and fixture
property of every kind and nature including without limitation all
Goods (including Inventory, Equipment and any accessions thereto),
Instruments (including promissory notes), Documents, Accounts,
Chattel Paper (whether tangible or electronic), Deposit Accounts,
Letter-of-Credit Rights (whether or not the letter of credit is
evidenced by a writing), Investment Property (including securities)
and all Supporting Obligations and proceeds, and all General
Intangibles (including Payment Intangibles).
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In addition,
the term “ Collateral ” includes all the
following, whether now owned or hereafter acquired, whether now
existing or hereafter arising, and wherever located:
(a) All
attachments, accessions, accessories, tools, parts,
supplie
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