Unassociated Document


    EXHIBIT
10.3

    
      	
               CONFIDENTIAL
      TREATMENT REQUESTED 

                --

                CONFIDENTIAL
      PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY
      FILED WITH THE SECURITIES AND EXCHANGE
  COMMISSION

              

            


    

    
      	 	
               SECURITIES ACCOUNT CONTROL
      AGREEMENT

            
	 WELLS
      FARGO	(Wells
      Fargo Lender Intermeadiary)


    

     

    THIS
SECURITIES ACCOUNT CONTROL AGREEMENT (this “Agreement”) is entered into as of
April 4, 2008 by and among SunPower
Corporation (“Customer”),
WELLS FARGO BANK, NATIONAL ASSOCIATION, acting through its Investment
Management and Trust Group (“Intermediary”), and WELSS FARGO BANK, NATIONAL
ASSOCIATION, acting through its Peninsula Technology RCBO
Office (“Secured Party”).

    RECITALS

     

    A.           Customer
maintains that certain Account no. * * *, and may now or
hereafter maintain sub-accounts thereunder or consolidated therewith
(collectively, the “Securities Account”) with Intermediary pursuant to an
agreement between Intermediary and Customer dated as of __________________,
_____ (the “Account Agreement”), and Customer has granted to Secured Party a
security interest in the Securities Account and all financial assets and other
property now or at any time hereafter held in the Securities
Account.

     

    B.           Secured
Party, Customer and Intermediary have agreed to enter into this Agreement to
perfect Secured Party’s security interests in the Collateral, as defined
below.

     

    NOW,
THEREFORE, in consideration of their mutual covenants and promises, the partied
agree as follows:

     

    1.           DEFINITIONS.
As used herein:

     

    1.1           the
term “Collateral shall mean: (a) the Securities Account; (b) all financial
assets credited to the       Securities
Account; (c) all security entitlements with respect to the financial assets
credited to the Securities    Account; (d) any and all other
investment property or assets maintained or recorded in the Securities
Account;        and (e) all replacements
or substitutions for, and proceeds of the sale or other disposition of, any of
the         foregoing, including
without limitation, cash proceeds; and

     

    1.2           the
terms “investment property,” “entitlement order,” “financial asset” and
“security entitlement” shall have   the respective meanings set
forth in the California Uniform Commercial Code.  The parties hereby
expressly        agree that all property,
including without limitation, cash, certificates of deposit and mutual funds, at
any time held     in the Securities Account is
to be treated as a “financial asset”.

     

    2.           AGREEMENT
FOR CONTROL.  Intermediary is authorized by Customer and agrees to
comply with all entitlement orders originated by Secured Party with respect to
the Securities Account, and all other requests or instructions from Secured
Party regarding disposition and/or delivery of the Collateral; without further
consent or direction from Customer or any other party.

     

    3.           CUSTOMER’S
RIGHTS WITH RESPECT TO THE COLLATERAL.

     

    3.1           Until
Intermediary is notified otherwise by Secured Party:  (a) Customer, or
any party authorized by   Customer to act with respect to the
Securities Account, may give trading instructions to Intermediary with
respect      to Collateral in the Securities
Account; and (b) Intermediary may distribute to Customer or any other party in
accordance with Customer’s directions only that portion of the Collateral which
consists of interest and/or cash dividends earned on financial assets maintained
in the Securities Account.

     

    3.2           Without
Secured Party’s prior written consent, except to the extent permitted by the
preceding paragraph:    (a) neither Customer nor any party
other than Secured Party may withdraw any Collateral from the Securities
Account; and (b) Intermediary will not comply with any entitlement order or
request to withdraw any
Collateral        from the Securities
Account given by any party other than Secured Party.

     

    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

    
      
        
        

      

      
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    3.3           Upon
receipt of either written or oral notice from Secured Party: (a) Intermediary
shall promptly cease complying with entitlement orders and other instructions
concerning the Collateral, including the
Securities       Account from all parties
other than Secured Party; and (b) Intermediary shall not make any further
distributions          of and
Collateral to any party other than Secured Party, nor permit any further
voluntary changes in the financial assets.

     

    4.           
INTERMEDIARY’S ACKNOWLEDGMENTS.  Intermediary acknowledges
that:

     

    4.1           
The Securities Account is maintained with the Intermediary solely in Customer’s
name.

     

    4.2           Intermediary
has no knowledge of any claim to, security interest in or lien upon any of the
Collateral      except: (a) the security interest
in favor of Secured Party; and (b) Intermediary’s liens securing fees
and          charges, or
payment for open trade commitments, as described in the last paragraph of this
Section.

     

    4.3           Any
claim to, security interest in or lien upon any of the Collateral which
Intermediary now has or at any     time hereafter
acquires shall be junior and subordinate to the security interests of Secured
Party in the Collateral, except for Intermediary’s liens securing; (a) fees and
charges owned by Customer with respect to the operation of   the
Securities Account; and (b) payment owed to Intermediary for open trade
commitments for purchases in and      for the
Securities Account.

     

    5.           AGREEMENTS
OF INTERMEDIARY AND CUSTOMER.  Intermediary and Customer agree
that:

     

    5.1           Intermediary
shall flag its books, records and systems to reflect Secured Party’s security
interests in the Collateral, and shall provide notice thereof to any party
making inquiry as to Customer’s accounts
with      Intermediary to whom or which
Intermediary is legally required or permitted to provide
information.

     

    5.2           Intermediary
shall send copies of all statements relating to the Securities Account
simultaneously to  Customer and Secured Party

     

    5.3           
Intermediary shall promptly notify Secured Party if any other party asserts any
claim to, security interest in   or lien upon any of the
Collateral, and Intermediary shall not enter into any control, custodial or
other similar agreement with any other party that would create or acknowledge
the existence of any such other claim, security interest or lien.

     

    5.4           Without
Secured Party’s prior written consent, Intermediary and Customer shall not
amend, modify or terminate the Account Agreement, other than:  (a)
amendments to reflect ordinary and reasonable changes in Intermediary’s fees and
charges for handling the Securities Account; and (b) operational changes
initiated by Intermediary as long as they do not alter any of the Secured
Party’s rights hereunder.

     

    6.           MISCELLANEOUS.

     

    6.1           This
Agreement shall not create any obligation or duty of Intermediary except as
expressly set forth herein.

     

    6.2           In
the event of any conflict between this Agreement and the Account Agreement or
any other agreement between Intermediary and Customer, the terms of this
Agreement shall control.

     

    6.3           All
notices, requests and demands which any party is required or may desire to give
to any other party    under any provision of this Agreement
must be in writing (unless otherwise specifically provided) and delivered to
each party at the address of facsimile number set forth below its signature, or
to such other address or facsimile number as any party may designate by written
notice to all other parties.  Each such notice, request and
demand   shall be deemed given or made as follows: (a) if sent by
hand delivery, upon delivery; (b) if sent by
facsimile,        upon receipt; and (c)
if sent by mail, upon the earlier of the date of receipt or 3 days after deposit
in the U.S. mail,   first class and postage prepaid.

     

    6.4           This
Agreement shall be binding upon and inure to the benefit of the heirs,
executors, administrators, legal representatives, successors and assigns of the
parties. This Agreement may be amended or modified only
in     writing signed by all parties
hereto.

     

    6.5           This
Agreement shall terminate upon Intermediary’s receipt of written notice from
Secured Party expressly stating that Secured Party no longer claims any security
interest in the Collateral.

    
      
        
           

        

         


      

      
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    6.6           This
Agreement shall be governed by and construed in accordance with the laws of the
State of California.

     

    IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
set forth above.

     

          

    
      	 INTERMEDIARY:	 SECURED
  PARTY:
	 	 
	
              WELLS
      FARGO BANK, 

              NATIONAL ASSOCIATION

            	
               WELLS FARGO
      BANK,

              NATIONAL ASSOCIATION

            
	 	 
	 By: /s/ Karen
      Norton	 By: /s/ Matthew
      Servatius
	 	 Matthew
      Servatius, Relationship Manager
	 	 
	 Title: Manager 	 Address: 400 Hamilton
      Avenue
	 	 Palo Alto, CA
      94301
	 Address:	 
	
               525 Market Street, 10th
      Floor

              San
      Francisco, CA 94105

            	
               FAX
      No.: 

               

            
	
               

              FAX No.:    

            	 


    

     

    
    

     

    
      	 CUSTOMER:	 
	 	 
	 SunPower
      Corporation	 
	 	 
	 By: /s/ Emmanuel T.
      Hernandez 	 
	 Emmanuel T.
      Hernandez, Chief Financial Officer	 
	 	 
	 Address: 3939 N First
    St.	 
	 San Jose, CA
    95134	 
	 	 
	 FAX
    No.:	 


    

     

     

    
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