CASH COLLATERAL ACCOUNT
SECURITY, PLEDGE AND ASSIGNMENT AGREEMENT
AND CONTROL AGREEMENT
CASH COLLATERAL ACCOUNT SECURITY, PLEDGE AND ASSIGNMENT
AGREEMENT AND CONTROL AGREEMENT, dated as of April 12, 2010 (as it may be amended,
supplemented or otherwise modified from time to time, this " Agreement "), among SUNPOWER
CORPORATION, a Delaware corporation (the " Pledgor "), having its chief executive office at 3939 North First
Street, San Jose, California 95134, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent
(in such capacity, the " Agent ") for the benefit of the Secured Parties (as defined in the Facility Agreement
referred to below), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as depositary bank and as
securities intermediary (in such capacities, the " Intermediary ").
R E C I T A L S :
The Pledgor, the Subsidiary Guarantors, the Subsidiary Applicants parties thereto from time to
time, the Banks parties thereto from time to time, and the Agent have entered into that certain Letter of Credit
Facility Agreement, dated as of the date hereof (as it may be amended, supplemented or otherwise modified from
time to time, the " Facility Agreement ").
It is a condition to the availability of credit under the Facility Agreement that the Pledgor, the
Agent, and the Intermediary shall have entered into this Agreement.
Pursuant to the Facility Agreement, in order to secure the Obligations of the Pledgor thereunder,
the Pledgor has agreed to establish the Collateral Account (as such term is hereinafter defined) and to grant to the
Agent, for the benefit of the Secured Parties, a first priority perfected security interest therein, upon the terms and
subject to the conditions hereof.
NOW, THEREFORE, in consideration of the agreements and covenants hereinafter contained
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Definitions .