RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO:

Morrison& Foerster LLP
2000 Pennsylvania Avenue, NW
Washington, D. C. 20006-1888

Attn: Frederick E. Jenney, Esq.

Trustor's Organizational Identification Number: Delaware- 4568683

Space above for Recorder's Use Only

CONSTRUCTION AND PERMANENT DEED OF TRUST

with Assignment of Rents and Fixture Filing

(California)

The parties to this Construction and Permanent Deed of Trust with Assignment of Rents, and Fixture Filing (this "Deed of Trust") made as of September 3, 2009, are Solyndra Fab 2 LLC, a limited liability company organized and existing under the laws of Delaware, as Trustor ("Trustor"), whose address is 47700 Kato Road, Fremont, California 94538, Chicago Title Company, a California corporation, as trustee ("Trustee"), whose address is 455 Market Street, Suite 2100, San Francisco, California 94105, and U. S. Bank National Association, a national banking association, as beneficiary, collateral agent and secured party ("Beneficiary"), whose address is 100 Wall Street, Suite 1600, New York, New York 10005; Attention: Corporate Trust Services.

I.          Grant in Trust and Secured Obligations

1.1       Grant in Trust For the purpose of securing payment and performance of the Secured Obligations defined and described in Section 1.2, Trustor hereby irrevocably and unconditionally grants, conveys, transfers and assigns to Trustee, in trust for the benefit of Beneficiary, with power of sale and right of entry and possession, and grants a security interest in (as more fully provided in Article III hereof), all estate, right, title and interest which Trustor now has or may later acquire in and to the following property (all or any part of such property, or any interest in all or any part of it, as the context may require, the "Property"):

(a)        the real property located in the County of Alameda, State of California, as described in Exhibit A, together with all existing and future easements and rights affording access to it (the "Land"); together with

(b)        all buildings, structures and improvements now located or later to be constructed on the Land (the "Improvements"); together with

(c)        all existing and future appurtenances, privileges, easements, franchises and tenements of the Land, including all minerals, oil, gas, other hydrocarbons and associated substances, Sulphur, nitrogen, carbon dioxide, helium and other commercially valuable substances which may be in, under or produced from any part of the Land, all development rights and credits, air rights, water, water rights (whether riparian, appropriative or otherwise, and whether or not appurtenant) and water stock, and any land lying in the streets, roads or avenues, open or proposed, in front of or adjoining the Land and Improvements; together with

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