ex10-40.htm


    EXHIBIT 10.40


     

    
      	  

              
                CONFIDENTIAL
      TREATMENT REQUESTED

                --

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

              

              


            


    

     

    
      


    

    
      


      


      DATED
THIS                                        18                      DAY
OF                              DEC                                2008

      


      


      


      


      


      BETWEEN

      


      


      


      


      


      SUNPOWER
MALAYSIA MANUFACTURING SDN. BHD

      (COMPANY
NO. 824246-W)

      (the
“Assignor”)

      


      


      


      


      


      AND

      


      


      


      


      


      GOVERNMENT
OF MALAYSIA

      (the
“Assignee”)

      


      


      


      


      ______­­­­­­_______________________________________

      


      


      DEED
OF ASSIGNMENT

      (SPECIAL
LOAN ACCOUNT)

      


      _______________________________________________

      
 

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    Table
of Content

     

    
       

      
        	
                 1.

              	
                 DEFINITIONS AND
INTERPRETATIONS

              	 
      	
                1

              
	 
      	 
      	 
      	 
      
	
                 2.

              	
                 ASSIGNMENT

              	 
      	
                 2

              
	
                 

              	 
      	 
      	 
      
	
                 3.

              	
                 ESTABLISHMENT
      AND OPERATION OF SPECIAL LOAN ACCOUNT

              	 
      	
                 2

              
	 
      	 
      	 
      	 
      
	
                 4.

              	
                 OBLIGATIONS
      OF THE ASSIGNOR

              	 
      	
                 4

              
	 
      	 
      	 
      	 
      
	
                 5.

              	
                 REPRESENTATIONS, WARRANTIES AND
      UNDERTAKINGS

              	 
      	
                 5

              
	 
      	 
      	 
      	 
      
	
                 6.

              	
                RIGHTS
      OF THE ASSIGNEE

              	 
      	
                 6

              
	 
      	 
      	 
      	 
      
	
                 7.

              	
                 UTILISATION
      OF PROCEEDS

              	 
      	
                 6

              
	 
      	 
      	 
      	 
      
	
                 8.

              	
                ASSIGNOR‘S
      LIABILITIES

              	 
      	
                 6

              
	 
      	 
      	 
      	 
      
	
                 9.

              	
                 POWER OF
      ATTORNEY

              	 
      	
                 7

              
	 
      	 
      	 
      	 
      
	
                 10.

              	
                 AMENDMENT

              	 
      	
                7

              
	 
      	 
      	 
      	 
      
	
                 11.

              	
                 GOVERNING
      LAW

              	 
      	
                7

              
	 
      	 
      	 
      	 
      
	
                 12.

              	
                 NOTICE

              	 
      	
                7

              
	 
      	 
      	 
      	 
      
	
                 13.

              	
                 TAXATION

              	 
      	
                7

              
	 
      	 
      	 
      	 
      
	
                 14.

              	
                 WAIVER

              	 
      	
                7

              
	 
      	 
      	 
      	 
      
	
                 15.

              	
                 PRINCIPAL AND
      SUBSIDIARY INSTRUMENT

              	 
      	
                8

              
	 
      	 
      	 
      	 
      


      

      
        
          	
                   SCHEDULE
      1

                	 
      	 
      	
                   10

                
	 
      	 
      	 
      	 
      
	 
      	
                  FORM
      OF NOTICE OF ASSIGNMENT

                	 
      	
                   10

                
	 
      	 
      	 
      	 
      
	
                  SCHEDULE
      2

                	 
      	 
      	
                   12

                
	 
      	
                  FORM
      OF CERTIFICATE OF PAYMENT

                	 
      	 
      
	 
      	 
      	 
      	
                   12

                


        



        
          
             


          

          
             


            
              

            

          

          
             


          

        



    

    


    THIS DEED OF ASSIGNMENT (SPECIAL LOAN
ACCOUNT) (hereinafter referred to as “this Deed”) is made this 18 day
of     DEC     2008

    


    


    BETWEEN

    


    


    
      	
              (1)  

            	
              SUNPOWER MALAYSIA MANUFACTURING
      SDN. BHD. (Company No: 824246-W) a company incorporated in Malaysia
      under the Companies Act 1965 and having its registered address at Level 41
      – Suite B, Menara Maxis, Kuala Lumpur City Centre, 50088  Kuala
      Lumpur (hereinafter referred to as “the Assignor”) of the one
      part;

            


    

    


    


    AND

    


    


    
      	
              (2)

            	
              GOVERNMENT OF MALAYSIA,
      for this purpose being represented by the Ministry Of Finance
      having its address at Kompleks Kementerian Kewangan, No. 5, Persiaran
      Perdana, Precinct 2, 62592 Putrajaya (hereinafter referred to as “the
      Assignee”) of the
      other part.

            


    

    


    (The
Assignor and the Assignee are hereby referred to as “Parties” and individually
referred to as “Party”,
as the context may require.)

    


    


    WHEREAS:

    


    
      	
              A.  

            	
              Pursuant
      to a Facility Agreement (hereinafter referred to as the “Facility Agreement”)
      entered into by the Parties on even date, the Assignee has agreed to make
      available to the Assignor the sum of Ringgit One Billion
      (RM1,000,000,000.00) only (hereinafter referred as “the Facility”) for the
      purposes specified in the Facility
Agreement.

            


    

    


    
      	
              B.  

            	
              By
      the terms of the Facility Agreement, it was agreed between the Assignee
      and the Assignor that this Deed shall form part of the security to the
      Facility under the Facility
Agreement.

            


    

    


    


    NOW IT IS HEREBY AGREED BY THE
PARTIES HEREIN as follows:

    


    


    1.           DEFINITIONS
AND INTERPRETATIONS

    


    
      	
               
      

            	
              1.1

            	
              Unless
      the context otherwise requires and save as specifically defined in this
      Deed, words and expression in the Facility Agreement shall have the same
      meanings when used in this Deed.

            


    

    


    1.2           In
this Deed, unless the context otherwise requires:

    


    
      	
               
      

            	
              “Assigned
      Sum”

            	
              means
      all present and future sums, rights, title and interest of the Assignor in
      and to all moneys standing to the credit of the Special Loan Account or to
      be paid into or for the credit of the Special Loan Account pursuant to
      Clause 3 of this Deed;

            


    

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              “Security
      Account Bank”

            	
              means
      Malayan Banking Berhad;

            


    

    


    
      	
               
      

            	
               “Special
      Loan Account”

            	
              means
      the account opened and maintained by the Assignor with the Security
      Account Bank under account number *** pursuant to and in accordance with
      this Deed.

            


    

    


    1.3         In
this Deed, unless the context otherwise requires:

    


    
      	
              (a)  

            	
              any
      references to any statute shall be a reference to that statute as amended
      or re-enacted from time to time;

            


    

    


    
      	
              (b)  

            	
              references
      to Clauses and Schedules shall unless otherwise expressly provided be
      references to Clauses and Schedules to this
  Deed;

            


    

    


    
      	
              (c)  

            	
              the
      headings are for ease of reference
only;

            


    

    


    
      	
              (d)  

            	
              any
      references to the singular includes the plural and vice
    versa;

            


    

    


    
      	
              (e)  

            	
              any
      references to the masculine gender includes the feminine and vice
      versa;

            


    

    


    
      	
              (f)  

            	
              the
      schedules and the annexures to this Deed (if any) are to be read and
      construed as essential parts of this
Deed.

            


    

    


    


    2.           ASSIGNMENT

    


    
      	
               
      

            	
              2.1

            	
              The
      Assignor as the beneficial owner of the Special Loan Account hereby agrees
      to assign absolutely to the Assignee the Assigned Sum for the purpose of
      securing payment of the Indebtedness subject to the terms and conditions
      of this Deed. Save and except as expressly provided above, the Assignee
      shall have no obligation of any kind whatsoever in relation to the
      obligations or be under any liability
  whatsoever.

            


    

    


    
      	
               
      

            	
              2.2

            	
              The
      Assignor shall be entitled at its own costs and expenses, subject to the
      written consent by the Assignee, to obtain a discharge and release of this
      Deed at any time upon repayment of the Indebtedness to the
      Assignee.

            


    

    


    


    3.           ESTABLISHMENT
AND OPERATION OF SPECIAL LOAN ACCOUNT

    


    
      	
               
      

            	
              3.1

            	
              The
      Assignor has opened the Special Loan Account with the Security Account
      Bank and such Special Loan Account shall be operated by one (1) authorized
      signatory of the Assignee and one (1) authorized signatory of the
      Assignor. Both Parties shall inform the other Party of their respective
      nominated signatories before they are appointed. The Party nominating a
      signatory shall be allowed to change the signatory so appointed from time
      to time, provided always that such Party shall provide the other Party
      with prior written notice.

            


    

    


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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              3.2

            	
              Upon
      the execution of this Deed, the Assignor shall issue the notice of
      assignment to the Security Account Bank in the form set out in Schedule 1
      hereto and shall send a copy of the same to the Assignee. The Assignor
      shall procure the Security Account Bank to notify the Assignor and the
      Assignee of the acceptance of such notice of assignment within fourteen
      (14) days from the date of receipt of such
  notice.

            


    

    


    
      	
               
      

            	
              3.3

            	
              The
      transactions involving the Special Loan Account are as
      follows:

            


    

    


    
      	
              (a)  

            	
              Payment to Special
      Loan Account

            


    

    


    The
Assignor shall pay or procure the following payments to the Special Loan Account
namely:

    


    
      	
              (i)  

            	
              payment
      of the funds to be received by the Assignor under the Facility from
      time to time in accordance with the terms specified in the Facility
      Agreement; and

            


    

    


    
      	
              (ii)  

            	
              the
      scheduled repayment amounts more particularly set out in Clause 7.2 of the
      Facility Agreement.

            


    

    


    
      	
              (b)  

            	
              Withdrawal from the
      Special Loan Account

            


    

    


    
      	
               
      

            	
              (i)

            	
              Subject
      to Clause 3.6(b) herein, for so long as any amounts are payable by the
      Assignor to the Lender under this Agreement, the Assignor may make
      withdrawal from the Special Loan Account for the purpose of the
      Project at any time provided that the Assignor has submitted to MIDA a
      Loan Withdrawal Notice (in the form as set out in Schedule 8) together
      with a certificate of payment (in the form as set out in Schedule 7) for
      withdrawal from the Special Loan Account together with the cheque(s) for
      such withdrawal signed by the Assignor’s signatory. The Assignee shall,
      within seven (7) days of the receipt of the certificate of payment duly
      certified by MIDA, sign and return the cheque(s) to the Assignor, for the
      withdrawal of funds from the Special Loan Account provided that in any
      event the Assignee shall, within fourteen (14) days of the delivery by the
      Assignor of the certificate of payment to MIDA, sign and return the
      cheque(s) to the Assignor, for the withdrawal of funds from the Special
      Loan Account.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Subject
      to Clause 7.2 of the Facility Agreement, the Assignee hereby agrees that
      the Assignor is permitted to withdraw any unutilized amounts for the
      purposes of repayment in accordance with the Repayment
      Schedule.

            


    

    


    
      	
               
      

            	
              3.4

            	
              The
      Assignor shall submit the monthly bank statements in relation to the
      Special Loan Account for any month to the Assignee within thirty (30) days
      from the last day of that month.

            


    

    


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    
      	
               
      

            	
              3.5

            	
              The
      Assignor shall manage the Special Loan Account in accordance with the
      terms and conditions contained in this Deed until the Indebtedness is
      fully paid, settled and discharged.

            


    

    


    


    
      	
              4.

            	
              OBLIGATIONS
      OF THE ASSIGNOR

            


    

    


    The
Assignor shall maintain the Special Loan Account until the Indebtedness has been
fully paid, settled and discharged. 

    


    


    


    5.           REPRESENTATIONS,
WARRANTIES AND UNDERTAKINGS

    


    The
Assignor hereby guarantees and undertakes to the Assignee the
following:

    


    
      	
              (a)  

            	
              that
      the Assignor shall not and has never assigned or charged the Special Loan
      Account  in favour of any third party, and the Assignor shall
      not without the prior written consent of the Assignee sell, assign, charge
      or mortgage the Special Loan
Account;

            


    

    


    
      	
              (b)  

            	
              that
      the Assignor  shall do or carry out every request or instruction
      of the Assignee from time to time for the purpose of effecting this Deed
      and all rights of the Assignee
herein;

            


    

    


    
      	
              (c)  

            	
              that
      the Assignor at any time and from time to time, shall do and fully comply
      with all requests of the Assignee to forward all relevant instruments,
      documents and records required to the Assignee to enable the Assignee to
      obtain full benefits under this
Deed;

            


    

    


    
      	
              (d)  

            	
              that
      in the event any claims or remedies intended to be assigned under this
      Deed is invalid or unenforceable by the Assignee, the Assignor shall make
      the necessary claims and remedies under its own name in respect of the
      Assigned Sum and shall immediately deliver whatever monies received by the
      Assignor to the Assignee and until the said monies are
      delivered  to the Assignee, the same shall be kept in trust in
      favour of the Assignor;

            


    

    


    
      	
              (e)  

            	
              that
      the Assignor has and shall ensure and shall carry out all its obligations
      under any contract between the Assignor and the Security Account Bank
      relating to the Special Loan Account and shall not do or omit any act
      which will result in the Security Account Bank terminating the said
      contract; and

            


    

    


    
      	
               
      

            	
                      
      (f)

            	
              that
      the Assignor shall not, without the prior written consent of the Assignee
      first having been obtained, agree to amend, vary or modify any contract
      relating to the Special Loan Account between the Assignor and the Security
      Account Bank or to release the Security Account Bank from any obligation
      or to waive any breach of contract, or to allow any act or negligence of
      the Security Account Bank which shall cause breach of contract or agree to
      any claims caused by or relevant to any contract between the Assignor and
      the Security Account Bank relating to Special Loan
  Account.

            


    

    


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	 


    

    
      	
              6.

            	
              RIGHTS
      OF THE ASSIGNEE

            


    

    


    
      	
              6.1  

            	
              Without
      prejudice to the other provisions under this Deed, this Deed shall be
      enforceable immediately upon the declaration of an Events of Default under
      Clause 12 of the Facility Agreement and the Assignee shall automatically
      have the right to enforce all of its rights and powers under the laws, the
      Facility Agreement and this Deed without any notice or consent of the
      Assignor.

            


    

    


    
      	
              6.2  

            	
              At
      any time upon the enforcement of the security hereby
    created:

            


    

    


    
      	
              (a)  

            	
              the
      Assignee shall have the right to give notice to the Security Account Bank
      in accordance with paragraph (iii) of the notice of the assignment which
      has been delivered to the Security Account Bank as described in Clause
      4.1; and/or

            


    

    


    
      	
              (b)  

            	
              the
      Assignee shall have the right to utilize all or part of the Assigned Sum
      to settle the Indebtedness.

            


    

    


    


    7.           UTILISATION
OF PROCEEDS

    


    All
moneys recovered or received by the Assignee from the enforcement of the
security hereby created shall be applied by the Assignee in any manner as it
shall deem fit, in satisfaction of the Indebtedness payable by the Assignor
under the Facility Agreement and the surplus thereof (if any) shall be paid by
the Assignee to the Assignor.

    


    


    8.           ASSIGNOR‘S
LIABILITIES

    


    
      	
              8.1  

            	
              Without
      prejudice to any provision to the contrary in this Deed, the Assignor
      shall still have the obligation in respect of any contract between the
      Assignor and the Bank in relation to the Special Loan Account to comply
      and fulfill all its obligations therein. The Assignee shall not have any
      obligations or liabilities relating to any contract between the Assignor
      and the Bank pursuant to the Special Loan Account specifically because of
      this Deed, and it is not required or obligated in any way whatsoever to
      comply with and fulfill any obligation of the Assignor relating to any
      contract between the Assignor and the Bank pursuant to the Special Loan
      Account or to make any payment, or to make any enquiry on any payment
      already made, or implementation of any obligation relating to any contract
      between the Assignor and the Bank pursuant to the Special Loan Account or
      to make any claims, or commence any action to collect any monies, or to
      enforce any rights or advantage which has been assigned to the Assignee in
      accordance with the terms of this Deed or in relation to any rights of the
      Assignee.

            


    

    


    
      	
              8.2  

            	
              The
      Assignor hereby agrees to indemnify and hold the Assignee harmless from
      all costs, claims, damages, liabilities and expenses (including the legal
      cost) reasonably and directly incurred by the Assignee howsoever caused
      from this Deed or the rights which have been assigned to the Assignee in
      accordance with this Deed.

            


    

    


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    9.           POWER
OF ATTORNEY

    


    
      	
              9.1  

            	
              The
      Assignor hereby by way of security irrevocably appoints the Assignee to be
      its attorney and on its behalf and in its name or otherwise, upon this
      Deed becoming enforceable in accordance with Clause 6.1, to execute and do
      all such assurance, acts and things which the Assignor ought to do under
      the covenants and provisions contained in this Deed generally in its name
      or otherwise and on its behalf to exercise all or any of the powers,
      authorities and discretions conferred by or pursuant to this Deed on the
      Assignor and (without prejudice to the generality of the foregoing) to
      seal and deliver and otherwise perfect any deed, assurance, agreement,
      instrument or act which it or he may deem proper in  or for the
      purpose of exercising any of such powers, authorities and
      discretions.

            


    

    


    
      	
              9.2  

            	
              The
      Assignor hereby ratifies and confirms and agrees to ratify and confirm
      whatever any such attorney as is mentioned in sub-clause (1) of this
      Clause 9 shall do or purport to do in the lawful exercise of all or any of
      the powers, authorities and discretion referred to in such
      sub-clause.

            


    

    


    


    10.       AMENDMENT

    


    The
provisions and terms of this Deed may at any time and from time to time be
varied, amended or modified by mutual consent of the Parties hereto. No
amendment, variation or modification of any provision of this Deed shall be
effective unless made in writing by way of a supplementary deed specifically
referring to this Deed and signed by the duly authorized representatives of the
Parties.

    


    


    11.           GOVERNING
LAW

    


    
      	
               
      

            	
              11.1

            	
              This
      Deed shall be governed by and construed in all respects in accordance with
      the laws of Malaysia.

            


    

    


    
      	
               
      

            	
              11.2

            	
              The
      Parties hereto hereby submit to the jurisdiction of the Courts of Malaysia
      in all matters connected with the obligations and liabilities of the
      Parties under this Deed.

            


    

    


    12.           NOTICE

    


    Clause 21
of the Facility Agreement shall apply mutatis mutandis, to any notice or
communication as contained in this Deed towards the Assignor.

    


    


    


    13.           TAXATION

    


    All
monies to be paid by the Assignor for the discharge of the Indebtedness shall be
made -

    


    
      	
              (a)  

            	
              free
      from any prohibition or condition;

            


    

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    
      	
              (b)  

            	
              free
      from and not subject to (except as otherwise imposed by laws) any set-off
      or provisions relating to any tax;
and

            


    

    


    
      	
              (c)  

            	
              without
      any set-off or provision (except as otherwise imposed by laws) on the
      account from any bank charges or commission
  whatsoever.

            


    

    


    


    14.           WAIVER

    


    No
failure or delay on the part of the Assignee in exercising nor any omission to
exercise any right, power, privilege or remedy accruing to the Assignee under
this Deed shall be construed as a waiver thereof or an acquiescence in any
default affect or impair any right, power, privilege or remedy of the Assignee
in respect of any other or subsequent default nor shall any single or partial
exercise of any right or remedy prevent any further or other exercise thereof or
the exercise of any other right or remedy. The rights and remedies herein
provided are cumulative and not exclusive of any other rights or remedies
provided by law.

    


    


    15.           PRINCIPAL
AND SUBSIDIARY INSTRUMENT

    


    It is
hereby agreed and declared that this Deed and  the Facility Agreement,
are instruments all employed in one transaction to secure the sum of
Ringgit  One Billion (RM1,000,000,000.00) only, interest thereon and
all other amounts to be paid by the Assignor to the Assignee hereunder within
the meaning of Section 4(3) of the Stamp Act 1949 and for the purpose of the
said section, the Facility Agreement is deemed to be the principal or primary
instrument and this Deed the auxiliary or secondary instrument.

    


    


    


    (THE REMAINDER OF THIS PAGE IS LEFT
BLANK)

    


    


    


    



    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    


    IN WITNESS WHEREOF the Parties
hereunto set their seal and hand respectively on the day and year first set out
above:

    


    


    ASSIGNOR

    


    
      	The Common Seal
      of 	 )
	 SUNPOWER
      MALAYSIA	 )
	 MANUFACTURING
      SDN BHD	 )
	 (COMPANY
      NO: 824246-W)	 )
	 was hereunto
      affixed	 )
	 in the
      presence of:	 )


    

     

    


    


     

    
      	 /s/ Robert
      David Vinje	 /s/ Lim Poh
      Seng
	 Director	 Director/Secretary
	 Name: Robert
      David Vinje	 Name: Lim Poh
      Seng
	 NRIC/Passport
      No: 076374772	 NRIC/Passport
      No: 710228-10-5519


    

     

    


    


    


    


    


    


    


    


    


    


    ASSIGNEE

     

    
      	Signed for and on
      behalf of 	) 	
              /s/ DATUK LATIFAH
      BT. DATUK ABU MANSOR 

            
	GOVERNMENT
      OF MALAYSIA 	) 	 DATUK LATIFAH
      BT. DATUK ABU MANSOR
	in the presence
      of	) 	 Deputy
      Secretary General (Policy)
	 	) 	 Ministry of
      Finance Malaysia


    

    


    


    


    


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
 

    


    


    ATTESTATION

    


    


    I,      AUDREY
QUAY SOOK
LYN                                                                           
an Advocate and Solicitor of the High Court in Malaya practicing at Kuala Lumpur
hereby certify that on this    18    day
of
December                       2008
the Common Seal of SUNPOWER
MALAYSIA MANUFACTURING SDN BHD (Co. No. 824246-W) was duly affixed on the
above written instrument in my presence in accordance with the Articles of
Association of the said Company.

    


    Dated
this                                18           day
of                      December                                2008

    


    


                    Witness
my hand

    


    


      /s/ Audrey Quay
Sook Lyn

        Audrey Quay
Sook Lyn

                Advocate
& Solicitor

                     Kuala
Lumpur

    


    


    


    


    


    


    


    


    



    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    SCHEDULE
1

    [Clause
3.1]

    


     

    FORM OF NOTICE OF
ASSIGNMENT

     

    


    Date                      :

    


    


    To           :           Bank

    [Address]

    


    Attn           :

    


    


    Sirs,

    


    NOTICE OF ASSIGNMENT OF A
SPECIAL LOAN ACCOUNT (ACCOUNT NO. 5040 494 114 47) TO THE GOVERNMENT OF MALAYSIA
UNDER DEED OF ASSIGNMENT DATED_[]

    


    We wish
to inform you that we have entered into a loan agreement (“Facility Agreement”) with the
Government of Malaysia on the [   ] in which the Government of
Malaysia has agreed to provide us with a loan facility of up to the aggregate
principal amount of Ringgit One Hundred Eighty Three Million and One Hundred
Thousand (RM1,000,000,000.00).

    


    By this
notice we hereby inform you that –

    


    
      	
              (i)

            	
              pursuant
      to a Deed of Assignment dated
      [                ]
      (the “Deed”)
      between us (the “Assignor”) and the
      Government of Malaysia (the “Assignee”) and as
      security for our indebtedness to the Assignee under the Facility
      Agreement, we have agreed to assign to the Assignee all our present and
      future sums, rights, title and interest in and to all moneys standing to
      the credit of the Special Loan Account or to be paid into or for the
      credit of the Special Loan Account according to the terms specified in the
      Deed;

            


    

    


    
      	
              (ii)  

            	
              as
      long as the Deed has not been enforced, you are authorised and directed to
      allow us to make withdrawals in accordance with the authorized mode of
      operation of the Special Loan Account as provided by us to you
      ;

            


    

    


    
      	
              (iii)  

            	
              only
      after the Deed has been enforced as a result of an event of default under
      the Facility Agreement, you are authorised and directed to pay the
      Assigned Sum to the Assignee or otherwise act in accordance with any
      directions by the Assignee, and thereafter agree to accept and recognise
      any notice in writing to the Assignee informing you that the said Deed has
      been so enforced;

            


    

    


    
      	
              (iv)  

            	
              all
      powers and directions in the notice therein is not to be nullified or
      amended by us without securing the written agreement from the Assignee;
      and

            


    

    


    
      	
              (v)  

            	
              unless
      otherwise defined herein, terms in the Deed shall have the same meanings
      when used herein.

            


    

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    Please
acknowledge receipt of this notice and your approval of the matter mentioned
above by signing the two (2) duplicate copies of this notice and immediately
return one (1) each to the Assignee and ourselves.

    


    Yours
faithfully,

    


    


    ....................................

    Name

    


    c.c           Ketua
Setiausaha Perbendaharaan

    Bahagian
Pengurusan Pinjaman, Pasaran Kewangan dan Aktuari

    Aras 5, Blok Tengah, Perbendaharaan
Malaysia

    Kompleks Kementerian
Kewangan

    No. 5, Persiaran Perdana, Precinct
2,

    Pusat
Pentadbiran Kerajaan Persekutuan

    62592
PUTRAJAYA

    


    ..................................................................................................................

    


    ACKNOWLEDGEMENT OF
ACCEPTANCE

    


    TO        (i)        Ketua
Setiausaha Perbendaharaan

    Bahagian Pengurusan Pinjaman, Pasaran
Kewangan dan Aktuari

    Aras 5, Blok Tengah, Perbendaharaan
Malaysia

    Kompleks Kementerian
Kewangan

    Precinct 2, Pusat Pentadbiran Kerajaan
Persekutuan

    62592
PUTRAJAYA

    


    
      	
               
      

            	
              (ii)

            	
              SunPower
      Malaysia Manufacturing Sdn. Bhd.

            


    

    


    We hereby
acknowledge the acceptance of the Notice of Assignment relating to the Special
Loan Account (account no.: ***) and hereby agree to comply with the terms in the
said notice.

    


    ................................................

    


    Name                                           :

    


    For and
on
behalf                                           :
Malayan Banking Berhad

    


    Date                                           :
[  ]

    


    


    


    


    


    


    


    


    


    


    


    


    


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


    
      
         


      

      
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        12