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–	Go-to-market platform that is broad and deep with our more than eight years in rooftop and ground mount channels, including turn-key systems:

•	High performance delivered by enhancing energy delivery and financial return through systems technology design;

•	Cutting edge systems designed to meet customer needs and reduce cost, including non-penetrating, fast roof installation technologies; and

•	Expanded reach has been enhanced by Total S.A.'s long-established presence in many countries where significant solar goals are being established;

–	Technology advantage which includes being the only solar company manufacturing back-contact, back-junction technology. Our modules produce more electricity, last longer and degrade much less:

•	Superior performance, including the ability to generate up to 50% more power per unit area than conventional solar cells;

•	Superior aesthetics, with our uniformly black surface design that eliminates highly visible reflective grid lines and metal interconnect ribbons;

•	Superior reliability, as confirmed by multiple independent reports and internal reliability data;

•	Superior energy production per rated watt of power as confirmed by multiple independent reports;

•	More KW per pound can be transported using less packaging, resulting in lower distribution costs; and

•	More efficient use of silicon, a key raw material used in the manufacture of solar cells;

–	Costs that are decreasing faster and more steadily with an aggressive but we believe achievable cost reduction plan and value that benefits all customers:

•	We offer a significantly lower area-related cost structure for our customers because our solar panels require a substantially smaller roof or land area than conventional solar technology and half or less of the roof or land area of many commercial solar thin film technologies;

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•	Through our leasing program, customers can get high efficiency solar products for no money down at competitive energy rates; and

•	Solar power systems designed to generate electricity over a system life typically exceeding 25 years

–	Strong balance sheet backed by Total S.A. that gives us an advantage in today's challenging environment.

•	SunPower® E18 Series Solar Panel ("E18")

•	SunPower® E19 Series Solar Panel ("E19")

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•	SunPower® E20 Series Solar Panel ("E20")

•	SunPower® T-5 Solar Roof Tile System ("T-5")

•	SunPower® T-10 Commercial Solar Roof Tiles ("T-10")

•	SunPower® T-0 Tracker ("T-0")

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•	SunPower® Oasis® Power Plant ("Oasis")

•	SunPower® C-7 Tracker ("C-7")

•	Fixed Tilt SunPower® Parking Structures

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•	Residential and Commercial: Canadian Solar Inc., Hanwha Corporation, JA Solar Holdings Co., Kyocera Corporation, Mitsubishi Corporation, Sanyo Corporation (a subsidiary of Panasonic Corporation), Sharp Corporation, SolarCity Corporation, SolarWorld AG, Sungevity, Inc., SunRun, Inc., Suntech Power Holdings Co. Ltd., Trina Solar Ltd., and Yingli Green Energy Holding Co. Ltd.

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Utility and Power Plant: Abengoa Solar S.A., Acconia Energia S.A., AES Solar Energy Ltd., Chevron Energy Solutions (a subsidiary of Chevron Corporation), EDF Energy plc, First Solar Inc., NextEra Energy, Inc., NRG Energy, Inc., OPDE Group, Recurrent Energy (a subsidiary of Sharp Corporation), Sempra Energy, Skyline Solar, Inc., Solargen Energy, Inc., Solaria Corporation, SolFocus, Inc., SunEdison (a subsidiary of MEMC Electronic Materials Inc.), and Tenaska, Inc.

•	total system price;

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•	LCOE evaluation;

•	power efficiency and performance;

•	aesthetic appearance of solar panels;

•	strength of distribution relationships;

•	availability of third-party financing and investments;

•	timeliness of new product introductions; and

•	warranty protection, quality, and customer service.

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Ÿ	System output performance guarantees;

Ÿ	System maintenance;

Ÿ	Penalty payments or customer termination rights if the system we are constructing is not commissioned within specified timeframes or other construction milestones are not achieved;

Ÿ	Guarantees of certain minimum residual value of the system at specified future dates; and

Ÿ	System put-rights whereby we could be required to buy-back a customer's system at fair value on specified future dates if certain minimum performance thresholds are not met.

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Ÿ	making it more difficult for us to meet our payment and other obligations under the 4.50% and 4.75% debentures and our other outstanding debt;

Ÿ	resulting in an event of default if we fail to comply with the financial and other restrictive covenants contained in our debt agreements (with certain covenants becoming more restrictive over time), which event of default could result in all of our debt becoming immediately due and payable if not cured pursuant to the Liquidity Support Facility;

Ÿ	reducing the availability of our cash flow to fund working capital, capital expenditures, project development, acquisitions and other general corporate purposes, and limiting our ability to obtain additional financing for these purposes;

Ÿ	subjecting us to the risk of increased sensitivity to interest rate increases on our indebtedness with variable interest rates;

Ÿ	subjecting us to the risk of currency fluctuations and government-fixed foreign exchange rates and the effects of currency hedging activity or inability to hedge currency fluctuation;

Ÿ	limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industry in which we operate and the general economy; and

Ÿ	placing us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged.

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Ÿ	incur additional debt, assume obligations in connection with letters of credit, or issue guarantees;

Ÿ	create liens;

Ÿ	make certain investments or acquisitions;

Ÿ	enter into transactions with our affiliates;

Ÿ	sell certain assets;

Ÿ	redeem capital stock or make other restricted payments;

Ÿ	declare or pay dividends or make other distributions to stockholders; and

Ÿ	merge or consolidate with any person.

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Ÿ	multiple, conflicting and changing laws and regulations, export and import restrictions, employment laws, environmental protection, regulatory requirements and other government approvals, permits and licenses;

Ÿ	difficulties and costs in staffing and managing foreign operations as well as cultural differences;

Ÿ	potentially adverse tax consequences associated with our permanent establishment of operations in more countries;

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Ÿ	relatively uncertain legal systems, including potentially limited protection for intellectual property rights, and laws, changes in the governmental incentives we rely on, regulations and policies which impose additional restrictions on the ability of foreign companies to conduct business in certain countries or otherwise place them at a competitive disadvantage in relation to domestic companies;

Ÿ	repatriation of non-U.S. earnings taxed at rates lower than the U.S. statutory effective tax rate;

Ÿ	inadequate local infrastructure and developing telecommunications infrastructures;

Ÿ	financial risks, such as longer sales and payment cycles and greater difficulty collecting accounts receivable;

Ÿ	currency fluctuations and government-fixed foreign exchange rates and the effects of currency hedging activity or inability to hedge currency fluctuations;

Ÿ	political and economic instability, including wars, acts of terrorism, political unrest, boycotts, curtailments of trade and other business restrictions;

Ÿ	trade barriers such as export requirements, tariffs, taxes and other restrictions and expenses, which could increase the prices of our products and make us less competitive in some countries; and

Ÿ	liabilities associated with compliance with laws (for example, the Foreign Corrupt Practices Act and similar laws outside of the United States).

Ÿ	cost overruns, delays, supply shortages, equipment problems and other operating difficulties;

Ÿ	custom-built equipment may take longer and cost more to engineer than planned and may never operate as designed;

Ÿ	incorporating first-time equipment designs and technology improvements, which we expect to lower unit capital and operating costs, but this new technology may not be successful;

Ÿ	problems managing the joint venture with AUO, whom we do not control and whose business objectives may be different from ours and may be inconsistent with our best interests;

Ÿ	the joint venture's ability to obtain or maintain third party financing to fund its capital requirements;

Ÿ	difficulties in maintaining or improving our historical yields and manufacturing efficiencies;

Ÿ	difficulties in protecting our intellectual property and obtaining rights to intellectual property developed by the joint venture;

Ÿ	difficulties in hiring key technical, management, and other personnel;

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Ÿ	difficulties in integration, implementing IT infrastructure and an effective control environment; and

Ÿ	potential inability to obtain, or obtain in a timely manner, financing, or approvals from governmental authorities for operations.

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Ÿ	failures or delays in obtaining desired or necessary land rights, including ownership, leases and/or easements;

Ÿ	failures or delays in obtaining necessary permits, licenses or other governmental support or approvals, or in overcoming objections from members of the public or adjoining land owners;

Ÿ	uncertainties relating to land costs for projects;

Ÿ	unforeseen engineering problems;

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Ÿ	access to available transmission for electricity generated by our solar power plants;

Ÿ	construction delays and contractor performance shortfalls;

Ÿ	work stoppages or labor disruptions;

Ÿ	cost over-runs;

Ÿ	availability of products and components from suppliers;

Ÿ	adverse weather conditions;

Ÿ	environmental, archaeological and geological conditions; and

Ÿ	availability of construction and permanent financing.

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Ÿ	insufficient experience with technologies and markets in which the acquired business or joint venture is involved, which may be necessary to successfully operate and/or integrate the business or the joint venture;

Ÿ	problems integrating the acquired operations, personnel, IT infrastructure, technologies or products with the existing business and products;

Ÿ	diversion of management time and attention from the core business to the acquired business or joint venture;

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Ÿ	potential failure to retain or hire key technical, management, sales and other personnel of the acquired business or joint venture;

Ÿ	difficulties in retaining or building relationships with suppliers and customers of the acquired business or joint venture, particularly where such customers or suppliers compete with us;

Ÿ	potential failure of the due diligence processes to identify significant issues with product quality and development or legal and financial liabilities, among other things;

Ÿ	potential inability to obtain, or obtain in a timely manner, approvals from governmental authorities or work councils, which could delay or prevent acquisitions, delay our ability to achieve synergies, or our successful operation of acquired companies or joint ventures;

Ÿ	potential necessity to re-apply for permits of acquired projects;

Ÿ	problems managing joint ventures with our partners, meeting capital requirements for expansion, and reliance upon joint ventures which we do not control; for example, our ability to effectively manage our joint venture with AUO;

Ÿ	subsequent impairment of the acquired assets, including intangible assets; and

Ÿ	assumption of liabilities including, but not limited to, lawsuits, tax examinations, warranty issues, and liabilities associated with compliance with laws (for example, the Foreign Corrupt Practices Act).

Ÿ	expanding our existing manufacturing facilities and developing new manufacturing facilities, which would increase our fixed costs and, if such facilities are underutilized, would negatively impact our results of operations;

Ÿ	ensuring delivery of adequate polysilicon and ingots;

Ÿ	enhancing our customer resource management and manufacturing management systems;

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Ÿ	implementing and improving additional and existing administrative, financial and operations systems, procedures and controls, including the need to centralize, update and integrate our global financial internal control;

Ÿ	hiring additional employees;

Ÿ	expanding and upgrading our technological capabilities;

Ÿ	managing multiple relationships with our customers, suppliers and other third parties;

Ÿ	maintaining adequate liquidity and financial resources; and

Ÿ	continuing to increase our revenues from operations.

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Ÿ	people may not be deterred from misappropriating our technologies despite the existence of laws or contracts prohibiting it;

Ÿ	policing unauthorized use of our intellectual property may be difficult, expensive and time-consuming, the remedy obtained may be inadequate to restore protection of our intellectual property, and moreover, we may be unable to determine the extent of any unauthorized use;

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Ÿ	the laws of other countries in which we market our solar products, such as some countries in the Asia/Pacific region, may offer little or no protection for our proprietary technologies; and

Ÿ	reports we file in connection with government-sponsored research contracts are generally available to the public and third parties may obtain some aspects of our sensitive confidential information.

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Ÿ	the right of the Board of Directors to elect a director to fill a vacancy created by the expansion of the Board of Directors;

Ÿ	the prohibition of cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates;

Ÿ	the requirement for advance notice for nominations for election to the Board of Directors or for proposing matters that can be acted upon at a stockholders' meeting;

Ÿ	the ability of the Board of Directors to issue, without stockholder approval, up to 10.0 million shares of preferred stock with terms set by the Board of Directors, which rights could be senior to those of common stock;

Ÿ	our Board of Directors is divided into three classes of directors, with the classes to be as nearly equal in number as possible;

Ÿ	stockholders may not call special meetings of the stockholders, except by Total under limited circumstances;

Ÿ	our Board of Directors is able to alter our by-laws without obtaining stockholder approval.

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(1)	The shares purchased represent shares surrendered to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees.

(1)

Shares associated with our warrants outstanding in connection with our 4.50% debentures and the Liquidity Support Agreement are excluded from the above table as the exercise price exceeded our closing stock as of December 30, 2012. This table additionally excludes options to purchase an aggregate of approximately 68,000 shares of common stock, at a weighted average exercise price of $21.74 per share, that we assumed in connection with the acquisition of PowerLight Corporation, now known as SunPower Corporation, Systems, in January 2007. Under the terms of our three equity incentive plans, we may issue incentive or non-statutory stock options, restricted stock awards, restricted stock units, or stock purchase rights to directors, employees and consultants to purchase common stock. Our Third Amended and Restated SunPower Corporation 2005 Stock Incentive Plan includes an automatic share reserve increase feature effective for 2009 through 2015. This share reserve increase feature will cause an annual and automatic increase in the number of shares of our common stock reserved for issuance under the Stock Incentive Plan in an amount each year equal to the least of: 3% of the outstanding shares of all classes of our common stock measured on the last day of the immediately preceding fiscal year; 6,000,000 shares; and such other number of shares as determined by our Board.

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(1)	As adjusted to reflect the balances of Tenesol S.A. ("Tenesol") beginning October 10, 2011, as required under the accounting guidelines for a transfer of an entity under common control (see Note 3 of Notes to Consolidated Financial Statements).

(1)	As adjusted to reflect the balances of Tenesol S.A. ("Tenesol") beginning October 10, 2011, as required under the accounting guidelines for a transfer of an entity under common control (see Note 3 of Notes to Consolidated Financial Statements).

(2)	As adjusted to conform to the current period presentation for solar power systems leased and to be leased (see Note 1 of Notes to Consolidated Financial Statements).

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•	Power plant project development and projects, turn-key engineering, procurement, and construction ("EPC") services for power plant construction, and power plant operations and maintenance ("O&M") services;

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•	Components, including large volume sales of solar panels and mounting systems to third parties, sometimes on a multi-year, firm commitment basis;

•	Solar equipment for the residential and small commercial market, sold through our third-party global dealer network; and

•	Direct sales and EPC and O&M services for rooftop and ground-mounted solar power systems for new homes, commercial, and public sectors.

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•	Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Financial assets utilizing Level 1 inputs include money market funds.

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Level 2—Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, directly or indirectly. Financial assets utilizing Level 2 inputs include bank notes, debt securities, foreign currency option contracts, forward exchange contracts, interest rate swaps derivatives and convertible debenture derivatives. The selection of a particular technique to value a derivative depends upon the contractual term of, and specific risks inherent with, the instrument as well as the availability of pricing information in the market. We generally use similar techniques to value similar instruments. Valuation techniques utilize a variety of inputs, including contractual terms, market prices, yield curves, credit curves and measures of volatility. For derivatives that trade in liquid markets, such as generic forward, option and swap contracts, inputs can generally be verified and selections do not involve significant management judgment.

•	Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. We did not have any assets and liabilities measured at fair value on a recurring basis requiring Level 3 inputs.

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(1)

Convertible debt, including interest, relates to the aggregate of $480.1 million in outstanding principal amount of our senior convertible debentures on December 30, 2012. For the purpose of the table above, we assume that all holders of the 4.50% debentures and 4.75% debentures will hold the debentures through the date of maturity in fiscal 2015 and 2014, respectively, and all holders of the 0.75% debentures will require us to repurchase the debentures on August 1, 2015, and upon conversion, the values of the senior convertible debentures will be equal to the aggregate principal amount with no premiums.

(2)

IFC mortgage loan, including interest, relates to the $75.0 million borrowed as of December 30, 2012. Under the loan agreement, we are required to repay the amount borrowed, starting 2 years after the date of borrowing, in 10 equal semiannual installments over the following 5 years. If we utilize a waiver signed with IFC, we are required to pay interest of LIBOR plus 3% per annum on outstanding borrowings through January 5, 2013, LIBOR plus 4.25% per annum on outstanding borrowings from January 6, 2013 through September 30, 2013, LIBOR plus 5% per annum on outstanding borrowings from October 1, 2013 through January 5, 2014, and LIBOR plus 3% per annum on outstanding borrowings from January 6, 2014 through maturity. If we do not need to utilize the waiver, we are required to pay interest of LIBOR plus 3% per annum on outstanding borrowings; a front-end fee of 1% on the principal amount of

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(3)	CEDA loan, including interest, relates to the proceeds of the $30.0 million aggregate principal amount of the Bonds. The Bonds mature on April 1, 2031. On June 1, 2011 the Bonds were converted to bear interest at a fixed rate of 8.50% through maturity.

(4)

Credit Agricole revolving credit facility, with interest, relates to the $275.0 million borrowed as of December 30, 2012 and maturing on January 31, 2014. We are required to pay interest on outstanding borrowings of (a) with respect to any LIBOR loan, 0.6% plus the LIBOR divided by a percentage equal to one minus the stated maximum rate of all reserves required to be maintained against "Eurocurrency liabilities" as specified in Regulation D; (b) with respect to any alternative base loan, 0.25% plus the greater of (1) the prime rate, (2) the Federal Funds rate plus 0.5%, and (3) the one month LIBOR plus 1%.

(5)

We and AUO agreed in the joint venture agreement to contribute additional amounts to AUOSP in fiscal 2012 through 2014 amounting to $241.0 million by each shareholder, or such lesser amount as the parties may mutually agree. Further, in connection with a purchase agreement with a non-public company we will be required to provide additional financing to such party of up to $4.9 million, subject to certain conditions. Under our long-term convertible note agreement with Diamond Energy Pty. Ltd., we are additionally required to provide additional funds amounting to AUD 1.0 million during fiscal 2013.

(6)	Operating lease commitments primarily relate to certain solar power systems leased from unaffiliated third parties over minimum lease terms of up to 20 years and various lease agreements for our headquarters in San Jose, California, sales and support offices throughout the United States and Europe and a solar module facility in Mexicali, Mexico.

(7)	Capital lease commitments primarily relate to certain buildings, manufacturing and equipment under capital leases in Europe for terms of up to 12 years.

(8)	Non-cancellable purchase orders relate to purchases of raw materials for inventory and manufacturing equipment from a variety of vendors.

(9)

Purchase commitments under agreements relate to arrangements entered into with several suppliers, including joint ventures, for polysilicon, ingots, wafers, solar cells and solar panels as well as agreements to purchase solar renewable energy certificates from solar installation owners in New Jersey. These agreements specify future quantities and pricing of products to be supplied by the vendors for periods up to 10 years and there are certain consequences, such as forfeiture of advanced deposits and liquidated damages relating to previous purchases, in the event that we terminate the arrangements.

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(1)	As adjusted to reflect the balances of Tenesol S.A. ("Tenesol") beginning October 10, 2011, as required under the accounting guidelines for a transfer of an entity under common control (see Note 3).

(2)	As adjusted to conform to the current period presentation for solar power systems leased and to be leased (see Note 1).

(3)

The Company has related party balances in connection with transactions made with unconsolidated entities in which the Company has a direct equity investment. These related party balances are recorded within the "Prepaid expenses and other current assets," "Other long-term assets," "Accounts payable," "Customer advances, current portion," and "Customer advances, net of current portion" financial statement line items in the Consolidated Balance Sheets (see Note 7, Note 10, and Note 11).

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(1)	As adjusted to reflect the balances of Tenesol S.A. ("Tenesol") beginning October 10, 2011, as required under the accounting guidelines for a transfer of an entity under common control (see Note 3).

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(1)	As adjusted to reflect the balances of Tenesol S.A. ("Tenesol") beginning October 10, 2011, as required under the accounting guidelines for a transfer of an entity under common control (see Note 3).

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(1)	As adjusted to reflect the balances of Tenesol S.A. ("Tenesol") beginning October 10, 2011, as required under the accounting guidelines for a transfer of an entity under common control (see Note 3).

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(1)	As adjusted to reflect the balances of Tenesol S.A. ("Tenesol") beginning October 10, 2011, as required under the accounting guidelines for a transfer of an entity under common control (see Note 3).

(2)	As adjusted to conform to the current period presentation for solar power systems leased and to be leased (see Note 1).

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(1)	As adjusted to reflect the balances of Tenesol beginning October 10, 2011, as required under the accounting guidelines for a transfer of an entity under common control (see Note 3).

(2)	Impairment amounts in the above table reflect the Company's cumulative-to-date goodwill impairments.

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(3)	As adjusted to reflect the balances of Tenesol beginning October 10, 2011, as required under the accounting guidelines for a transfer of an entity under common control (see Note 3).

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(1)	Includes short-term finance receivables associated with solar power systems leased of $4.5 million and $0.3 million as of December 30, 2012 and January 1, 2012, respectively.

(2)	The above table reflects adjustments to the valuation allowance for prior years, which did not have a material impact on the financial statements as there was a corresponding adjustment to the Company's gross deferred tax assets.

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(3)	Includes tolling agreements with suppliers in which the Company provides polysilicon required for silicon ingot manufacturing and procures the manufactured silicon ingots from the suppliers (see Notes 10 and 11).

(4)

The Company's mortgage loan agreement with International Finance Corporation ("IFC") is collateralized by certain manufacturing equipment with a net book value of $152.9 million and $196.6 million as of December 30, 2012 and January 1, 2012, respectively. The Company also provided security for advance payments received from a third party in fiscal 2008 in the form of collateralized manufacturing equipment with a net book value of $16.5 million and $21.1 million as of December 30, 2012 and January 1, 2012, respectively.

(5)	Total depreciation expense was $108.7 million, $107.1 million, and $102.2 million in fiscal 2012, 2011, and 2010, respectively.

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(6)	Property, plant and equipment, net are based on the physical location of the assets.

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•	Level 1 — Quoted prices in active markets for identical assets or liabilities.

•	Level 2 — Measurements are inputs that are observable for assets or liabilities, either directly or indirectly, other than quoted prices included within Level 1.

•	Level 3 — Prices or valuations that require management inputs that are both significant to the fair value measurement and unobservable.

(1)	The Company's cash equivalents consist of money market fund instruments which are classified as available-for-sale and within Level 1 of the fair value hierarchy because they are valued using quoted market prices for identical instruments in active markets.

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(1)	The valuation model utilizes these inputs to value the right but not the obligation to purchase one share at $22.53. The Company utilized a Black-Scholes valuation model to value the 4.50% Bond Hedge and embedded cash conversion option. The underlying input assumptions were determined as follows:

(i)	Stock price. The closing price of the Company's common stock on the last trading day of the quarter.

(ii)	Exercise price. The exercise price of the 4.50% Bond Hedge and the embedded cash conversion option.

(iii)	Interest rate. The Treasury Strip rate associated with the life of the 4.50% Bond Hedge and the embedded cash conversion option.

(iv)	Stock volatility. The volatility of the Company's common stock over the life of the 4.50% Bond Hedge and the embedded cash conversion option.

(v)	Credit risk adjustment. Represents the weighted average of the credit default swap rate of the counterparties.

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(1)	Other costs primarily represent associated legal services and costs associated with the decommissioning of Fab 1 assets.

(2)	The reserve balance excludes non-cash impairment charges incurred in connection with the April 2012 Plan and December 2011 Plan during the year ended December 30, 2012.

(3)

The June 2011 Plan reserve balance as of January 1, 2012 excludes $1.4 million of charges associated with the accelerated vesting of promissory notes, in accordance with the terms of each agreement, previously issued as consideration for an acquisition completed in the first quarter of fiscal 2010. The $1.4 million charge is separately recorded in "Accrued liabilities" on the Company's Consolidated Balance Sheet as of January 1, 2012, and was fully paid during the first quarter of fiscal 2012.

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(1)	As adjusted to reflect the balances of Tenesol beginning October 10, 2011, as required under the accounting guidelines for a transfer of an entity under common control (see Note 3).

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(1)	The balance of Other debt excludes payments related to capital leases which are disclosed in Note 10. "Commitments and Contingencies" to these consolidated financial statements.

(1)	The fair value of the convertible debt was determined using Level 1 inputs based on quarterly market prices as reported by an independent pricing source.

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(1)	During 2011, the Company reclassified from OCI to "Other, net" a net loss of $1.6 million relating to transactions previously designated as effective cash flow hedges as the related forecasted transactions did not occur or were concluded probable not to occur in the hedge period or within the additional two month time period thereafter.

(1)

The amount of loss recognized related to the ineffective portion of derivatives was insignificant. This amount also includes a net loss of $1.6 million reclassified from OCI to "Other, net" in the year ended January 1, 2012 relating to transactions previously designated as effective cash flow hedges as the related forecasted transactions did not occur or were concluded probable not to occur in the hedge period or within the additional two month time period thereafter.

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•	commencement, continuation or completion of examinations of the Company’s tax returns by the U.S. or foreign taxing authorities; and

•	expiration of statutes of limitation on the Company’s tax returns.

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(1)	Losses are not allocated to unvested restricted stock awards because such awards do not contain an obligation to participate in losses.

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(1)

As a result of the net loss per share for the years ended December 30, 2012 and January 1, 2012, the inclusion of all potentially dilutive stock options, restricted stock units, and common shares under the 4.75% debentures would be anti-dilutive. Therefore, those stock options, restricted stock units and shares were excluded from the computation of the weighted-average shares for diluted net loss per share for such period.

*	The Company's average stock price during fiscal 2012, 2011 and 2010 did not exceed the conversion price for the amended warrants (under the CSO2015), 1.25% debentures and 0.75% debentures and those instruments were thus non-dilutive in such periods.

**	The Upfront Warrants were issued in the first quarter of fiscal 2012. The Company's stock price as of the last business day in fiscal 2012 did not exceed the exercise price of the Upfront Warrants.

***	In fiscal 2010, the 4.75% debentures were dilutive under the if-converted method.

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(1)	The Company estimates the fair value of its restricted stock awards and units at its stock price on the grant date.

(2)	Restricted stock awards and units vested include shares withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements.

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(1)	As adjusted to reflect the balances of Tenesol S.A. ("Tenesol") beginning October 10, 2011, as required under the accounting guidelines for a transfer of an entity under common control (see Note 3).

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Article 1	- Executive KI Plan Objective

1.1

The objective of this Executive Quarterly Key Initiative Bonus Plan (“Executive KI Plan”) is to provide incentives to key employees of SunPower Corporation and its subsidiaries (collectively, the “Company”) based on the Company's profit before tax, quarterly company milestones and an individual's performance against set individual key initiatives (“KIs”). The Executive KI Plan shall be administered by the Compensation Committee appointed by the Board of Directors of SunPower Corporation.

Article 2	- Effective Date

2.1	This quarterly program will be effective as of January 1, 2013. “Plan Periods” under the Executive KI Plan will correspond to the fiscal quarters of the Company.

Article 3	- Eligibility for Executive KI Plan Participation

3.1	All executive officers of the Company, as well as any other key employees approved by the Compensation Committee of the Board of Directors, shall participate in the Executive KI Plan. Participation will generally be limited to the CEO and executive direct reports.

Article 4	- Target Bonus Percentages and Calculations

4.1

Executive KI Target Bonus Percentages. Each Executive KI Plan participant will be allocated a KI target bonus expressed as a percentage of his or her base salary. KI target bonus percentages are set by the Compensation Committee. The Compensation Committee may, in its discretion, set maximum caps on the payout amount for KI bonuses. The Compensation Committee may delegate establishing KI target bonus percentages to officers of the Company; provided that executive officer KI target bonus percentages must be approved by the Compensation Committee.

4.2	Executive KI Plan Components.

(i)

Quarterly KI Score. At the start of each quarter the participant will formulate with his or her supervisor a list of key initiatives for such quarter. Each initiative will be allocated a certain number of points, and the quarterly scorecard shall total 100 points. Following each quarter the participant's supervisor will score the participant's achievement of key initiatives (expressed as a percentage).

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(ii)	Company Milestone Score. With respect to each quarter the Board of Directors will establish quarterly company milestones for such quarter. Each company milestone will be allocated a certain number of points. Following each quarter, the executive officers of the Company will score the achievement of company milestones (expressed as a percentage).

(iii)

PBT Score. At the start of the quarter the executive officers will establish an internal profit before tax financial target for the Company (“Target PBT”), including minimum and maximum PBT levels for the quarter. Following the quarter, the actual profit before tax will be determined (“Actual PBT”), including minimum and maximum PBT levels for the quarter. Following the quarter, the actual profit before tax will be determined (“Actual PBT”).

4.3	Quarterly bonuses under this Executive KI Plan are based on a combination of (a) the participant's number of points achieved on his or her key initiative scorecard for the quarter (expressed as a percentage), (b) the percentage of company milestones achieved for the quarter and (c) the Actual PBT for such quarter. In particular, the bonus payout is calculated as follows:

(i)	For each quarter:

a.	If the company milestone score is equal to or less than 60%, no KI bonus will be calculated for the quarter.

b.	If the company milestone score is greater than 60% and equal to or less than 80%, KI bonus for the quarter will be multiplied by a factor of 50%.

c.	If the company milestone score is greater than 80%, KI bonus for the quarter will be multiplied by a factor of 100%.

(ii)	The PBT factor is calculated as follows:

a.	If the Actual PBT is less than minimum performance level, no KI bonus payout will be made for that quarter.

b.	If the Actual PBT is equal to or greater than the minimum but less than the Target PBT, KI bonus will be paid if the milestone condition is met as set forth above.

c.	If the Actual PBT is between the Target PBT and the maximum performance level, and the milestone condition is met as set forth above is met, KI bonus will be multiplied by an adjustment factor between 100% and 125%, based on a straight-line proration between target and the maximum achievement. Note that adjustment factor will be above 100% only if Actual PBT result is greater than zero.

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d.	When the quarterly KI bonus is prorated and paid above 100%, it is subject to a maximum cap of 125%. The Board reserves the right to reduce payments above 100% of target, should the sum of payments above target for all eligible employees become a material portion of the Actual PBT achieved by the Company.

Article 5	- Effect of Base Salary on Target Bonus Adjustments.

5.1	Payout calculations under the Executive KI Plan will be based on the plan participant's base salary at the end of the quarter being measured.

5.2	In the event a participant's KI target bonus percentage is changed during the quarter, the participant's KI payout for the quarter shall be based on the KI target bonus in effect at the end of that quarter.

Article 6	- KI Achievement

6.1	KI attainment for the completed quarter and proposed KI for the next quarter are reviewed at the end of each quarter no later than the third Friday of the first month of the quarter.

6.2

In setting KIs, a 0% threshold may be defined for each KI. This threshold, which could be timing and/or deliverable-based, is a point at which a KI score starts to be earned. If a participant does not reach/complete the minimum threshold, such KI will be scored 0% (zero). Progress beyond the threshold earns the participant a pro-rated score up to 110%. The score for a particular KI item cannot exceed 110%. Scoring greater than 100% for a KI item is usually limited to numeric or quantitative goals.

6.3	The Chief Executive Officer's quarterly KI score is the actual company milestone score for such quarter.

Article 7	- Eligibility for Payment

7.1	Employment: To be eligible for any portion of the bonus payment, the participant must be employed by the Company at the scheduled payment date. A participant who terminates employment prior to the payment date will be ineligible for any and all bonuses not yet paid, except as otherwise provided in this article or any separate agreement approved by the Compensation Committee.

7.2	New Hires: New Hires shall be eligible to participate in the bonus program starting the first complete month of work, i.e. if they start the first business day of the month, they will be eligible to participate that month; otherwise, they will begin participation the following month.

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7.3

Disability: If a participant is unable to perform the essential functions of his or her job with or without a reasonable accommodation and is eligible to receive disability benefits under the standards used by the Company's disability benefit plan, the participant will receive a bonus calculated as follows: the quarter in which the disability begins will be considered a completed quarter and the KI bonus for that quarter will be paid as though KI attainment was 100%. If/when the participant returns from disability leave, participation will be handled as outlined in section 7.2 above.

7.4

Retirement: If a participant retires, i.e. permanent termination of employment with the Company in accordance with the Company's retirement policies, the participant will receive a bonus calculated as follows: the quarter in which the retirement begins will be considered a completed quarter and the KI bonus for that quarter will be paid as though KI attainment was 100%. Thereafter, quarterly participation ceases.

7.5

Death: If a participant dies, awards will be paid to the beneficiary designated by the participant or, if no such designation has been made, to the persons entitled thereto as determined by a court of competent jurisdiction. The bonus will be calculated as follows: the quarter in which death occurred will be considered a completed quarter and the KI bonus for that quarter will be paid as though KI attainment was 100%. Thereafter, quarterly participation ceases.

7.6	Lay-off: If a participant is terminated by lay-off during a Plan Period, the quarter in which the lay-off occurred will be considered a completed quarter and the KI bonus for that quarter will be paid as though KI attainment was 100%. Thereafter, quarterly participation ceases.

7.7	No bonus will be paid to employees who are terminated for cause.

7.8	All qualified bonus payments including future scheduled payments pursuant to Sections 7.3, 7.4, 7.5, and 7.6 will be paid in a lump sum.

7.9	The Chief Executive Officer reserves the right to reduce the bonus award of a participant on a pro-rata basis to reflect a participant's leave of absence during the applicable Plan Period.

Article 8	- Miscellaneous

8.1	Unless as defined in article 8.4, no right or interest in this Executive KI Plan is transferable or assignable except by will or laws of descent and distribution.

8.2	Participation in this Executive KI Plan does not guarantee any right to continued employment with the Company.

8.3	Participation in the Executive KI Plan in a particular Plan Period is not a guarantee to participate in subsequent Plan Periods.

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8.4	Management reserves the right to discontinue participation of any participant in this Executive KI Plan, at any time, and for whatever reasons.

8.5

This Executive KI Plan is unfunded and the Company does not intend to set up a sinking fund. Consequently, payments arising out of bonus earned shall be paid out of the Company's general assets. Accounts recognized by the Company for book purposes are not an indication of funds set aside for payment. Executive KI Plan participants are considered as general creditors of the Company and the obligation of the Company is purely contractual and is not secured by any particular Company asset.

8.6	The provision of this Executive KI Plan shall not limit the ability of the Compensation Committee (or its designees) to modify said Executive KI Plan, or adopt such other plans on matters of compensation, bonus or incentive, which in its own judgment it deems proper, at any time.

1.	Unless otherwise defined in this Mortgage Supplement, (i) capitalized terms shall have the meanings set forth in the Loan Agreement and the Mortgage Agreement unless the context otherwise requires, and (ii) the principles of construction set forth in the Loan Agreement and the Mortgage Agreement shall apply.

2.

The Mortgagors hereby confirm that (i) certain of the Assets identified and described as Future Real Assets in the Mortgage Agreement have come into existence and/or have been acquired in ownership by a Mortgagor as of the date hereof (those certain assets to be herein called the “New Assets”), and (ii) the New Assets are now identified and more fully described in Schedule A to this Mortgage Supplement.

3.

The Mortgagors hereby acknowledge and agree (i) that the Real Estate Mortgage has been granted, created, established, and constituted on the New Assets in favor of Mortgagee and (ii) that such Real Estate Mortgage are subject to the same provisions, terms, and conditions of the Mortgage Agreement as are applicable to the Mortgage on the Present Real Assets thereunder, as fully and completely for all legal intents and purposes as if owned by the relevant Mortgagor on the date of execution of the Mortgage Agreement.

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4.	The parties hereto confirm that the New Assets serve as security for payment of the Obligations to the extent of the amount stated in Section 2.01(d) (Creation of Real Estate Mortgage) of the Mortgage Agreement, including interests, fees, and charges that may be due thereon.

5.	Each of the Mortgagors undertakes, at Mortgagors' cost and expense, to register this Mortgage Supplement with the appropriate Registry of Deeds and, where necessary, other appropriate government agencies, in the Philippines in accordance with the Mortgage Agreement.

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1.	The Lease Rights of SPML over the Premises under the Contract of Lease between SPML and SPML Land effective as of 1 September 2010 executed on 12 October 2010 (Doc. No. 361, Page No. 34, Book No. IV, Series of 2010 of Notary Public Edgardo M. Salandanan for Biñan, Laguna).

1.	Unless otherwise defined in this Mortgage Supplement, (i) capitalized terms shall have the meanings set forth in the Loan Agreement and the Mortgage Agreement unless the context otherwise requires, and (ii) the principles of construction set forth in the Loan Agreement and the Mortgage Agreement shall apply.

2.

The Mortgagors hereby confirm that (i) certain of the Assets identified and described as Future Real Assets in the Mortgage Agreement have come into existence and/or have been acquired in ownership by a Mortgagor as of the date hereof (those certain assets to be herein called the “New Assets”), and (ii) the New Assets are now identified and more fully described in Schedule A to this Mortgage Supplement.

3.

The Mortgagors hereby acknowledge and agree (i) that the Real Estate Mortgage has been granted, created, established, and constituted on the New Assets in favor of Mortgagee and (ii) that such Real Estate Mortgage are subject to the same provisions, terms, and conditions of the Mortgage Agreement as are applicable to the Mortgage on the Present Real Assets thereunder, as fully and completely for all legal intents and purposes as if owned by the relevant Mortgagor on the date of execution of the Mortgage Agreement.

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4.	The parties hereto confirm that the New Assets serve as security for payment of the Obligations to the extent of the amount stated in Section 2.01(d) (Creation of Real Estate Mortgage) of the Mortgage Agreement, including interests, fees, and charges that may be due thereon.

5.	Each of the Mortgagors undertakes, at Mortgagors' cost and expense, to register this Mortgage Supplement with the appropriate Registry of Deeds and, where necessary, other appropriate government agencies, in the Philippines in accordance with the Mortgage Agreement.

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1.	The Lease Rights of SPML over the Premises under the Amendment No. 1 to Lease Agreement (Fab 2 Site) between SPML and SPML Land effective as of 1 September 2010 executed on 6 July 2012 (Doc. No. 173, Page No. 36, Book No. VIII, Series of 2012 of Notary Public Atty. Ma. Fatima Ungson-Liu for Biñan, Laguna).

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1.1

Exhibit 7 lists the documentation to be provided by Contractor to Owner. In order to facilitate the Owner's right to review Contractor Submittals in accordance with the terms of this Agreement, Contractor shall provide such documentation in accordance with the submission requirements set forth in this Exhibit 7. Transmittals for all submittals are to clearly indicate Owner's name, Contractor's project number, Owner's project number, how they are being sent, and the reason for the submittal. The transmittal should include a clear, concise description of all documents enclosed. Documentation by drawing number, revision number, document or drawing title, and date should be indicated, if applicable. Distributions to other parties are to be shown on the face of the transmittal.

1.2

Contractor Submittals identified below will be transferred electronically to Owner via Contractor's document management system, E-Builder. Contractor will send to Owner, through E-builder, an email with a hyperlink to an online server where Owner may download documents for its review from E-Builder. Electronically transmitted documents are submitted as portable document format (*.pdf) files. Documents that cannot be transmitted electronically shall be submitted to Owner as hard copy via overnight mail. The date of the email notification or the date indicated on the delivery receipt for overnight mail shall be the contractual delivery date for the Contractor Submittals.

1.3

Contractor shall submit to Owner for information all Contractor Submittals and modified Contractor Submittals. All documents prepared by Contractor shall be in English and shall bear the Project name AVSP I and a full title block containing a unique identification number, revision number, source and type of document and descriptive title. Each document shall clearly indicate the applicable status of the document (e.g. Preliminary, for Information, for Review, for Permit, for Bid, for Bid Addendum, for Construction, Design Bulletin, and Record Drawing incorporating all as-built comments) as well as the revision date. Contractor shall make reasonable efforts to obtain subcontractor submittals that follow these same guidelines.

1.4	Contractor shall make reasonable efforts that project drawings be prepared in such a way that photo-reduction to 11”x17” size shall result in a legible and useable drawing. Particular attention shall be paid in this respect to selection of fonts. A scale bar shall be included to permit use following photo-reduction on drawings where where scaling is applicable.

1.5	Where possible, and for Contractor Submittals generated after the Effective Date, one electronic copy of Contractor and Subcontractor generated drawings and documents (the list of such drawings and documents to be determined by Owner after consultation with Contractor) shall be issued to Owner for review before the

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1.5.1	The measurement system shall be US customary units for all construction and permit drawings.

1.5.2	Vendor drawings for electrical equipment shall be US customary units or SI units. Vendor drawings shall clearly identify unit system.

1.5.3	Drawings: Copies shall be submitted in electronic form (portable document format (*.pdf). All final drawings/document submittals that are reasonably likely to require updating over the life of the Project shall additionally be submitted in AutoCad to facilitate such future updates by Owner.

1.5.4	Documents: one electronic copy shall be provided in portable document format (*.pdf) files for written text such as letters, specifications, procedures, calculations (not including Subcontractor proprietary calculations), manuals, lists, etc.

1.5.5	Drawings and Documents: Contractor shall make reasonable efforts to secure electronically formatted drawings and documents from all Subcontractors. When electronic formatting as noted in Sections 1.5.3 and 1.5.4, is not obtainable due to Subcontractor policies or procedures then Contractor shall have such materials scanned and submitted in portable document format (*.pdf).

1.6

Subcontractor drawings and documentation shall also be submitted electronically to Owner as described above. Owner may make comments to Contractor on Subcontractor drawings and documents if items are found not to be in compliance with the requirements of this Agreement. Owner's review period shall be *** for procurement specifications, *** for all other Contractor Submittals. Owner will reasonably cooperate with Contractor to expedite reviews as necessary. Any document not returned to Contactor in the allowable period shall be deemed accepted with no comment or approved if submitted for approval. If Owner and Contractor shall not agree as to whether Contractor is in compliance with the requirements of this Agreement, this dispute shall be resolved in accordance with Article 28.

2.1	Owner and Contractor agree to participate in an accelerated Design Review prior to contract Effective Date. Owner and Contractor agree to accelerated resolution of Design Review comments.

2.2	The purpose of the Design Review is to afford Owner the opportunity to ensure that Contractor's design and final

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2.3	The Design Review will consist of Owner review of the permit documents Contractor has submitted to Kern and Los Angeles counties for approval.

2.4	Design Review shall not commence without Owner or Owner's representative.

2.5	The Design Review shall be held at Contractor facilities in Richmond, California.

2.6	All Design Review participants shall pay their own travel, lodging and other expenses.

2.7	Contractor and Owner shall provide access to all relevant technical subject matter experts during the Design Review.

2.8	Design Review Documents will consist of the permitting and supporting documents, which include but are not limited to:

2.8.1	Array layout with major equipment locations

2.8.1.1	Control Point Schedule with equipment names and locations for PCS stations, motors and controllers, and MDAS tower locations in solar fields.

2.8.2	Electrical Design Documents

2.8.2.1	Physical Drawings showing all equipment locations, conduit interfaces, and trenching.

2.8.2.2	AC single line(s)

2.8.2.3	DC single line(s)

2.8.2.4	Schematic and Wiring Diagrams

2.8.2.5	Grounding Diagrams

2.8.2.6	Preliminary PCS layout

2.8.2.7	Cable Schedule (if not contained on one-line diagrams)

2.8.3	Preliminary grading plan

2.8.4	Preliminary storm water plan

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2.8.5	Structural Design Documents

2.8.7.1	Drawings of all equipment foundations showing all equipment outline requirements including anchor bolts that are to be used in the design of the foundations

2.8.7.2	Structural calculations detailing design criteria, equipment loads, and material selection

2.8.6	SCADA, Instrumentation, and Controls Design Documents

2.8.6.1	Communication block diagrams for substations and solar fields

2.8.6.2	Fiber Termination Details

2.8.6.3	SCP (SCADA Control Panel) DI Wiring Diagram

2.8.6.4	MDAS Schematics and Instrumentation Diagrams

2.8.6.5	SCADA Server Termination Details & Schematic

[2.8.6.6	Flow block diagrams and State machine diagrams

2.8.7	Site logistics plan

2.8.8	Specification list

2.8.9	Installation specification

2.8.10	Purchase specifications for:

2.8.10.1	AC Station (includes inverter)

2.8.10.2	34.5 kV collection system switchgear

2.8.10.3	Medium voltage cable

2.8.11	Electrical and structural calculations and studies required for permit (not including Subcontractor proprietary calculations)

2.8.12	Substation grounding calculations to support sizing

2.9	Contractor shall provide the supporting information upon which the Project design is based, including, but not limited to the results of survey, geotechnical report and addenda, and manufacturers' data.

2.10	During the Design Review, Owner may make comments to drawings and documents if items are found not to be in compliance

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3.1	All other drawings or data listed herein or requested by Owner and provided by Contractor may be considered for information and record purposes. Owner may comment on such drawings and data to ensure compliance with the Agreement.

3.2	For Owner's records, Contractor shall develop and submit a comprehensive documentation/design package to Owner consisting of, but not limited to, the documents and drawings as prescribed in this Section III. The Design Review and Owner's review are covered in Section II.

3.2.1	Comprehensive Project documentation submittal schedule

3.2.2	Drawings:

·	Site plan/arrangement

·	Site grading and drainage

·	Site restoration and finishing

·	Soil stabilization, erosion, and sediment control

·	Foundation plans and details

·	Structural plans, details, and elevations

·	General plant arrangement, building arrangement, and hazardous area location (if any) drawings; and civil, and steel standard drawings

·	Array layout

·	Electrical/Instrument diagrams including electrical one-line, substation electrical three-line, and instrument diagrams

·	Power and control wiring, including AC and DC systems. Details showing protection against galvanic corrosion, if applicable. (i.e. Aluminum to copper transition)

·	AC Station drawings

·	String wiring diagrams

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·	Relay tripping and control schematics and/or logic diagrams

·	Control system logic diagrams

·	SCADA system configuration drawings/diagrams

·	Fencing plan

·	All drawings issued/used for construction

·	Record drawings (including as-built comments) shall be submitted in AutoCad format no later than date set forth in Exhibit 1. All drawings submitted to Owner by Contractor shall be updated to reflect on-site changes and will be marked “ Record Drawings”.

3.2.3	Other Required Documentation:

·	Operations and maintenance manuals with respect to each Block shall be submitted no later than the date set forth in the Table Of Contractor Submittals shown at the end of this Exhibit 7. If a piece of equipment was “wholesale” changed out during the construction process for whatever reason the contractor shall provide updated maintenance and technical documentation to account for the change.

·	System descriptions

·	System turnover packages

·	SCADA graphics/configuration guidelines

·	Drawings that show equipment, instrument, device and SCADA schematics containing content mutually agreed upon by Owner and Contractor

·	Subcontractor drawings, documentation, and manuals required for Owner review

·	Schedules, including engineering, procurement, and construction (EPC) activities; integrated AVSP I schedules, and progress reports required pursuant to this Agreement.

·	Quality assurance and quality control program manuals

·	Project Health and Safety Plan attached as Exhibit 22 to this Agreement

·	Commissioning plan as required under this Agreement

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·	Commissioning logs shall be submitted as required under Exhibit [16] to this Agreement

·	Performance test procedures/reports as required under the Agreement

·	Instructions for handling, storage, and pre-operational maintenance of Facility Equipment

·	Site and shop inspection and testing plans or requirements

·	Original Equipment Manufacturer's quality assurance (QA) documentation as provided by Manufacturer

·	Procurement specifications for all Equipment supplied by Major Subcontractors/ installation areas

·	Power transformer data sheets, as applicable

·	Instrument data sheets

·	Training program and manuals

·	Required Manuals

·	Contractor / Acquired Permits and Subcontractor permits

·	Meeting minutes for Owner/Contractor meetings

·	Electrical and structural calculations and studies submitted to permit agencies

·	Other non-proprietary engineering calculations applicable to the design and construction of the Project

4.1

Contractor shall provide Record Drawings for the entire Project, consisting of mechanical, electrical, and civil drawings, general arrangements, instrumentation diagrams, one-line, three-line, schematics, wiring, cable tray, routed conduit, and duct banks, and other drawings as mutually agreed upon by Owner and Contractor. Documents shall be re-drafted as necessary to incorporate final information. Mark-up sketches, referencing, and other field marking techniques are not acceptable as final Record Drawings. Contractor shall prepare “conformed to construction record” of the original drawings or data sheets.

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4.2	During construction, Contractor shall maintain on file in the field reasonably current as-built redline mark-ups of all drawings and data sheets to agree with actual work undertaken.

4.3

Record drawings shall be issued by Contractor as the next sequential revision from previous releases. The revision block shall state Record Drawings. All clouds, revision diamonds, and other interim control marking shall be removed. All information listed as “later” or “hold” shall be completed or deleted. The conformed to construction record drawings shall be clear and readable in full size, and where possible, also in 11”x17” size reduction.

4.4

Major Subcontractors' drawings shall be conformed to construction records to reflect actual installed configuration. These Subcontractor drawings shall be in sufficient detail to indicate the kind, size, arrangement, weight of each component, and operation of component materials and devices, the external connections, anchorages, and supports required; the dimensions needed for installation, and correlation with other materials and equipment. Final Subcontractor's drawings shall be bound in the equipment Operation & Maintenance Manuals. One electronic copy, in portable document format (*.pdf), of the vendor drawings shall be provided.

4.5	Contractor shall provide one hard copy set of Record Drawings to Owner, in 12”x18” size.

5.1	All lists that will be Issued for Record shall be furnished in electronic format.

6.2	Where possible, Contractor Submittals lists shall be provided in electronic format such as Microsoft Excel or approved alternative to facilitate integration into Owner's existing applications. Owner will provide Contractor with reasonable formatting information as required.

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6.3	Contractor shall provide final electronic submittals in the following software formats:

Database	Microsoft Access

Drawings	AutoCAD and AutoDesk Civil 3D

Project Schedules	Portable document format (*.pdf) produced from Microsoft Project or Primavera native format

7.1	General

7.1.1	For equipment being procured after the Effective Date, Contractor shall submit the specifications for each equipment package for Owner review for compliance with this agreement.

7.1.2	Contractor shall facilitate the exchange of information in order to demonstrate to Owner Contractor's plan to meet the schedule requirements of this Agreement.

7.1.3

For any drawing or design document developed or significantly updated after the Design Review, Contractor shall submit to Owner for review to fully establish that all parts shall comply with this Agreement. Owner review shall follow guidelines and timelines per agreement. Owner may make comments to drawings and documents if items are found not to be in compliance with the requirements of this Agreement. Contractor shall be obligated to resolve any such compliance issues in a timely manner and resubmit to Owner the Contractor drawings and documents reflecting such resolutions.

7.1.4	If Owner review is not completed on drawings covered in 7.1.3 and per this agreement, and should Contractor proceed with manufacture of Facility

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7.1.5	Contractor shall be responsible for any discrepancies, errors, or omissions on the drawings supplied by Contractor or Subcontractors.

7.1.6	All drawings and data, including changes thereto, shall conform to the requirements of this Agreement.

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1.	Highlights & Lowlights of Week Completed

2.	Focus for upcoming week

3.	Safety Stats

a.	Manhours

b.	Lost Time

c.	Recordables

d.	First Aids

4.	Table of Progress Completed aligned to Exhibit 9 Milestones

a.	Qty completed for Period to Date

b.	Qty & % of Total Inception to Date

5.	Three Week Look Ahead

6.	Change Request Log

7.	Owner Action Item Log

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1.	Retentions.

2.	Extras for which the claimant has not received payment.

3.	The following progress payments for which the claimant has previously given a conditional waiver and release but has not received payment:

4.	Contract rights, including (A) a right based on rescission, abandonment, or breach of contract, and (B) the right to recover for work not compensated by the payment.

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a)	Contractor shall maintain statutory limits for Workers' Compensation Insurance and Occupational Disease Insurance in accordance with state laws and any applicable federal law such as (e.g., FELA, USL&H and Jones Act), during the entire time that any full time persons are employed by them on the Site in connection with the Work. Part-time,

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b)	Contractor shall maintain Employers' Liability Insurance with limits of not less than the following: bodily injury by accident - $*** each accident; bodily injury by disease - $*** policy limit; bodily injury by disease - $*** each employee.

(a)	Bodily injury, sickness, disease, mental anguish or shock sustained by any person, including death;

(b)	Property damage including physical injury to or destruction of tangible property including the resulting loss of use thereof, clean-up costs, and the loss of use of tangible property that has not been physically injured or destroyed;

(c)	Defense costs associated with (a) and (b) above;

(d)	Coverage written on an occurrence form or claims-made form; however if coverage is written on a claims-made form, Contractor shall be required to maintain such coverage for 3 years following the Facility Substantial Completion Date; and

(e)	Coverage shall also include coverage for disposal and transportation of pollutants, if applicable and not provided by the Automobile Liability insurance. The definition of pollution conditions shall include damage to natural resources damage within the definition of property damage resulting from the Contractor's and Subcontractors' work/operations.

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a)

The policy will include the interest of Contractor, Subcontractors of any tier (performing work at the Site), Owner and Financing Parties, to the extent of their interest under this Agreement, and is to be on an “all risk” basis subject to normal and customary policy exclusions, terms and conditions and subject to normal and customary sub-limits for similar size solar projects as described below, including earthquake, wind and flood losses.

b)

Coverage shall be written on a replacement cost basis and the limit of liability shall be the full replacement cost of the Work or the property in relation to such Blocks that have begun construction (including any Facility Equipment on the Site but not incorporated into the Project) but have not achieved Block Substantial Completion. The earthquake and flood sub-limit for each shall be not less than $*** each occurrence and annual aggregate (or when taken together with the AVSP 2 Facility, $***); provided, that, if Owner purchases or requires Contractor to purchase additional earthquake and flood coverage with higher sub-limits, Contractor shall pay the first $*** of the aggregate costs to obtain such additional coverage for both the Facility and the AVSP 2 Facility and Owner shall pay all other costs associated with obtaining and maintaining such additional coverage. Normal and customary sub-limits shall be provided for debris removal, demolition costs, expediting expenses, express freight, air freight and overtime. Inland transit and off-site storage will have sub-limits that satisfy the highest valued shipment or storage location, if not provided by the Transit and Ocean Marine Insurance or other Contractor procured insurance policies.

c)

Any required payment of deductibles for builders all-risk insurance shall be the responsibility of Contractor, provided however that deductibles under the builder's risk insurance shall not exceed $*** per occurrence except ***% of values at the time of loss for California earthquake subject to a minimum of $*** and a maximum of $*** and ***% of values at time of loss for high hazard flood zones subject to a minimum of $*** and maximum of $***.

d)	Contractor shall have obtained such BAR coverage on or prior to the date on which the exposure to the risk covered by the BAR coverage arises.

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e)	The only permissible cancellation is as follows: (i) *** for non-payment of premium and (ii) material change in the risk profile of the Project after coverage commences.

f)	Coverage to include 50/50 hidden damage provision. Coverage to include testing coverage and resultant damage from faulty design, materials and workmanship (LEG 2 or equivalent).

g)	Coverage to include a sub-limit of $*** each occurrence for damage to existing property of Owner.

h)	Serial defects clause to be agreed by Owner and Financing Parties, if applicable.

i)	Owner and Financing Parties shall be included as additional named insured parties under the policy and Financing Parties will be a loss payee as required.

i)

The policy shall not allow any form of subrogation against Owner, Contractor, Subcontractors of any tier or Financing Parties except for (i) manufacturer or supplier of machinery, equipment or other property, whether named as an insured or not, for the cost of making good any loss or damage which said party has agreed to make good under a guarantee or warranty, whether express or implied, and (ii) architect or engineer, whether named as an insured or not, for any loss or damage arising out of the performance of professional services in their capacity as such and caused by an error, omission, deficiency or act of the architect or engineer, by any person employed by them or by any others whose acts they are legally liable.

k)	Prior to exposure to property damage for equipment and materials that will become a permanent part of the Project, builders risk coverage will be provided based on a loss limit and sub-limits that are approved by the Owner and Financing Parties.

(1)	Workers' Compensation/Employer's Liability

a)	Owner shall maintain statutory limits for Worker's Compensation Insurance and Occupational Disease Insurance in accordance with Applicable Law (e.g., FELA, USL&H and Jones Act), during the entire time that any persons are employed by Owner on the Site in connection with the Project.

b)	Owner shall maintain Employer's Liability Insurance with limits of not less than the following: bodily injury by accident - $*** each accident; bodily injury by disease - $*** policy limit; bodily injury by disease - $*** each employee.

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(2)	Liability insurance

(3)	Operational All Risk insurance

(4)	All other insurance required by Applicable Law.

a)	all insurance may be carried through the worldwide insurance programs of Owner or Contractor or their respective Affiliates unless project specific policies are required.

b)

All liability insurance required to be maintained by Contractor (except for workers' compensation/employer's liability and professional liability) shall be endorsed to the effect that Owner, the Owner's Affiliates, Financing Parties shall be included as additional insureds thereon. Commercial General Liability insurance additional insured endorsement shall be ISO Form CG 20 10/CG 2037 or other Owner approved equivalent. Contractor's third party liability policies shall provide for a severability of interest clause and waiver of subrogation will be provided on all Contractor's policies except Professional Liability. Contractor's BAR and Transit policies shall be primary and not excess to or contributing with any insurance or self-insurance maintained by Owner with regard to the Project. Contractor's other policies shall be primary and not excess to or contributing with any insurance or self-insurance maintained by Owner with regard to the Project except to the extent the loss is attributable to Owner's fault.

c)

In the event any insurance described herein (including the limits or deductibles thereof), other than insurance required by Applicable Law, shall not be available on commercially reasonable terms in the commercial insurance market for facilities having a similar risk profile, the Parties shall consent to waive the requirement to maintain such insurance to the extent the maintenance thereof is not so available on such terms, but the Parties shall continue to remain obligated to maintain any such insurance up to the level, if any, at which such insurance can be maintained on commercially reasonable terms in the commercial insurance market for facilities with a similar risk profile. This waiver is subject to Financing Parties' approval, provided, however, that if the Financing Parties do not provide such approval, Owner shall cover any premium and any other related out of pocket costs incurred by Contractor to obtain and maintain such insurance.

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e)	Loss payable wording for the BAR and Transit/Ocean Marine insurance shall be reasonably acceptable to the Financing Parties, if applicable. Contractor will request its insurer(s) to attach 438 BFU or CP 1218 lender loss payable endorsement, its equivalent or other lender loss payable form approved by Owner's Financing Parties

g)

Unless specified otherwise in this exhibit no insurance shall be canceled with respect to the interest of the Financing Parties without *** (*** for nonpayment of premium) prior written notice given to the named insured party and the Financing Parties. Such named insured party shall within ***, provide such notice to the other Party under this Agreement as the case may be. In the event of cancellation due to nonpayment of premium, the Financing Parties, if any, shall have the right to make payments in order to keep insurance in force.

h)	All insurance required to be maintained in accordance with this exhibit shall be placed with financially sound and reputable insurers having an A.M Best rating of *** or better and with coverage forms reasonably acceptable to the Owner and if applicable, the Financing Parties.

i)

Contractor shall require Subcontractor's who perform Work at the Site to carry liability insurance (auto, commercial general, and excess/umbrella liability) and workers' compensation/employer's liability insurance in accordance with its usual business practice; provided, however, Contractor shall remain responsible and indemnify the Owner for any claims, lawsuits, losses and expenses included defense costs that exceed any of its Subcontractor's insurance limits or for uninsured claims or losses.

j)

All amounts of insurance coverage under this Agreement are required minimums. Owner and Contractor shall each be solely responsible for determining the appropriate amount of insurance, if any, in excess thereof. The required minimum amounts of insurance shall not operate as limits on recoveries available under this Agreement. Owner and Contractor will be responsible for any deductibles and uninsured losses that apply to their insurance requirements as shown in this exhibit.

k)

Evidence of Insurance. Evidence of insurance required hereunder in the form of certificates of insurance shall be furnished by each Party when required to be delivered no later than the date on which coverage is required to be in effect pursuant to this Exhibit 15, as applicable; provided, however, a draft copy of the BAR and Transit/Ocean Marine insurance (redacting any confidential or proprietary information) shall be provided to the Owner and the Financing Parties as soon as reasonably possible prior to the date such insurance is required to be in effect; and the final copy of such BAR insurance shall be provided promptly after

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a.	The Capacity Test of such Block[s], described in Exhibit 16A of the Agreement, has been conducted, and the Final Test Results demonstrate that the Minimum Capacity Level for such Block[s] [has/have] been achieved according to the criteria set forth in Exhibit 16A of the Agreement.

b.	The Final Test Results of such Block[s], performed pursuant to Exhibit 16A of the Agreement, are attached hereto.

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Date of Issue: [________], 20__	Stated Expiration Date: [___________]

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B-1)	Beneficiary is authorized to make a drawing under this Letter of Credit in accordance with the terms of the EPC Agreement applicable to Beneficiary.

B-2)	The Letter of Credit will expire within *** of the date of this Drawing Request pursuant to a Notice of Non-Renewal and the Applicants have failed to provide a replacement letter of credit from an acceptable credit provider and satisfying the requirements of the EPC Agreement applicable to Beneficiary;

B-3)	[insert name of Issuing Bank] has delivered an Early Expiration Notice and such Early Expiration Notice has not been rescinded and the Applicant has not replaced the Letter of Credit;

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(i)	[Reserved].

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1.1

Exhibit 7 lists the documentation to be provided by Contractor to Owner. In order to facilitate the Owner's right to review Contractor Submittals in accordance with the terms of this Agreement, Contractor shall provide such documentation in accordance with the submission requirements set forth in this Exhibit 7. Transmittals for all submittals are to clearly indicate Owner's name, Contractor's project number, Owner's project number, how they are being sent, and the reason for the submittal. The transmittal should include a clear, concise description of all documents enclosed. Documentation by drawing number, revision number, document or drawing title, and date should be indicated, if applicable. Distributions to other parties are to be shown on the face of the transmittal.

1.2

Contractor Submittals identified below will be transferred electronically to Owner via Contractor's document management system, E-Builder. Contractor will send to Owner, through E-builder, an email with a hyperlink to an online server where Owner may download documents for its review from E-Builder. Electronically transmitted documents are submitted as portable document format (*.pdf) files. Documents that cannot be transmitted electronically shall be submitted to Owner as hard copy via overnight mail. The date of the email notification or the date indicated on the delivery receipt for overnight mail shall be the contractual delivery date for the Contractor Submittals.

1.3

Contractor shall submit to Owner for information all Contractor Submittals and modified Contractor Submittals. All documents prepared by Contractor shall be in English and shall bear the Project name AVSP II and a full title block containing a unique identification number, revision number, source and type of document and descriptive title. Each document shall clearly indicate the applicable status of the document (e.g. Preliminary, for Information, for Review, for Permit, for Bid, for Bid Addendum, for Construction, Design Bulletin, and Record Drawing incorporating all as-built comments) as well as the revision date. Contractor shall make reasonable efforts to obtain subcontractor submittals that follow these same guidelines.

1.4	Contractor shall make reasonable efforts that project drawings be prepared in such a way that photo-reduction to 11”x17” size shall result in a legible and useable drawing. Particular attention shall be paid in this respect to selection of fonts. A scale bar shall be included to permit use following photo-reduction on drawings where where scaling is applicable.

1.5	Where possible, and for Contractor Submittals generated after the Effective Date, one electronic copy of Contractor and Subcontractor generated drawings and documents (the list of such drawings and documents to be determined by Owner after

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1.5.1	The measurement system shall be US customary units for all construction and permit drawings.

1.5.2	Vendor drawings for electrical equipment shall be US customary units or SI units. Vendor drawings shall clearly identify unit system.

1.5.3	Drawings: Copies shall be submitted in electronic form (portable document format (*.pdf). All final drawings/document submittals that are reasonably likely to require updating over the life of the Project shall additionally be submitted in AutoCad to facilitate such future updates by Owner.

1.5.4	Documents: one electronic copy shall be provided in portable document format (*.pdf) files for written text such as letters, specifications, procedures, calculations (not including Subcontractor proprietary calculations), manuals, lists, etc.

1.5.5	Drawings and Documents: Contractor shall make reasonable efforts to secure electronically formatted drawings and documents from all Subcontractors. When electronic formatting as noted in Sections 1.5.3 and 1.5.4, is not obtainable due to Subcontractor policies or procedures then Contractor shall have such materials scanned and submitted in portable document format (*.pdf).

1.6

Subcontractor drawings and documentation shall also be submitted electronically to Owner as described above. Owner may make comments to Contractor on Subcontractor drawings and documents if items are found not to be in compliance with the requirements of this Agreement. Owner's review period shall be *** for procurement specifications, *** for all other Contractor Submittals. Owner will reasonably cooperate with Contractor to expedite reviews as necessary. Any document not returned to Contactor in the allowable period shall be deemed accepted with no comment or approved if submitted for approval. If Owner and Contractor shall not agree as to whether Contractor is in compliance with the requirements of this Agreement, this dispute shall be resolved in accordance with Article 28.

2.1	Owner and Contractor agree to participate in an accelerated Design Review prior to contract Effective Date. Owner and Contractor agree to accelerated resolution of Design Review comments.

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2.2	The purpose of the Design Review is to afford Owner the opportunity to ensure that Contractor's design and final selection of Equipment is in accordance with this Agreement.

2.3	The Design Review will consist of Owner review of the permit documents Contractor has submitted to Kern and Los Angeles counties for approval.

2.4	Design Review shall not commence without Owner or Owner's representative.

2.5	The Design Review shall be held at Contractor facilities in Richmond, California.

2.6	All Design Review participants shall pay their own travel, lodging and other expenses.

2.7	Contractor and Owner shall provide access to all relevant technical subject matter experts during the Design Review.

2.8	Design Review Documents will consist of the permitting and supporting documents, which include but are not limited to:

2.8.1	Array layout with major equipment locations

2.8.1.1	Control Point Schedule with equipment names and locations for PCS stations, motors and controllers, and MDAS tower locations in solar fields.

2.8.2	Electrical Design Documents

2.8.2.1	Physical Drawings showing all equipment locations, conduit interfaces, and trenching.

2.8.2.2	AC single line(s)

2.8.2.3	DC single line(s)

2.8.2.4	Schematic and Wiring Diagrams

2.8.2.5	Grounding Diagrams

2.8.2.6	Preliminary PCS layout

2.8.2.7	Cable Schedule (if not contained on one-line diagrams)

2.8.3	Preliminary grading plan

2.8.4	Preliminary storm water plan

2.8.5	Structural Design Documents

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2.8.7.1	Drawings of all equipment foundations showing all equipment outline requirements including anchor bolts that are to be used in the design of the foundations

2.8.7.2	Structural calculations detailing design criteria, equipment loads, and material selection

2.8.6	SCADA, Instrumentation, and Controls Design Documents

2.8.6.1	Communication block diagrams for substations and solar fields

2.8.6.2	Fiber Termination Details

2.8.6.3	SCP (SCADA Control Panel) DI Wiring Diagram

2.8.6.4	MDAS Schematics and Instrumentation Diagrams

2.8.6.5	SCADA Server Termination Details & Schematic

[2.8.6.6	Flow block diagrams and State machine diagrams

2.8.7	Site logistics plan

2.8.8	Specification list

2.8.9	Installation specification

2.8.10	Purchase specifications for:

2.8.10.1	AC Station (includes inverter)

2.8.10.2	34.5 kV collection system switchgear

2.8.10.3	Medium voltage cable

2.8.11	Electrical and structural calculations and studies required for permit (not including Subcontractor proprietary calculations)

2.8.12	Substation grounding calculations to support sizing

2.9	Contractor shall provide the supporting information upon which the Project design is based, including, but not limited to the results of survey, geotechnical report and addenda, and manufacturers' data.

2.10	During the Design Review, Owner may make comments to drawings and documents if items are found not to be in compliance with the requirements of this Agreement. Contractor shall be obligated to resolve any such compliance issues in a timely

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3.1	All other drawings or data listed herein or requested by Owner and provided by Contractor may be considered for information and record purposes. Owner may comment on such drawings and data to ensure compliance with the Agreement.

3.2	For Owner's records, Contractor shall develop and submit a comprehensive documentation/design package to Owner consisting of, but not limited to, the documents and drawings as prescribed in this Section III. The Design Review and Owner's review are covered in Section II.

3.2.1	Comprehensive Project documentation submittal schedule

3.2.2	Drawings:

·	Site plan/arrangement

·	Site grading and drainage

·	Site restoration and finishing

·	Soil stabilization, erosion, and sediment control

·	Foundation plans and details

·	Structural plans, details, and elevations

·	General plant arrangement, building arrangement, and hazardous area location (if any) drawings; and civil, and steel standard drawings

·	Array layout

·	Electrical/Instrument diagrams including electrical one-line, substation electrical three-line, and instrument diagrams

·	Power and control wiring, including AC and DC systems. Details showing protection against galvanic corrosion, if applicable. (i.e. Aluminum to copper transition)

·	AC Station drawings

·	String wiring diagrams

.	Grounding plans

·	Relay tripping and control schematics and/or logic diagrams

·	Control system logic diagrams

·	SCADA system configuration drawings/diagrams

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·	Fencing plan

·	All drawings issued/used for construction

·	Record drawings (including as-built comments) shall be submitted in AutoCad format no later than date set forth in Exhibit 1. All drawings submitted to Owner by Contractor shall be updated to reflect on-site changes and will be marked “ Record Drawings”.

3.2.3	Other Required Documentation:

·	Operations and maintenance manuals with respect to each Block shall be submitted no later than the date set forth in the Table Of Contractor Submittals shown at the end of this Exhibit 7. If a piece of equipment was “wholesale” changed out during the construction process for whatever reason the contractor shall provide updated maintenance and technical documentation to account for the change.

·	System descriptions

·	System turnover packages

·	SCADA graphics/configuration guidelines

·	Drawings that show equipment, instrument, device and SCADA schematics containing content mutually agreed upon by Owner and Contractor

·	Subcontractor drawings, documentation, and manuals required for Owner review

·	Schedules, including engineering, procurement, and construction (EPC) activities; integrated AVSP II schedules, and progress reports required pursuant to this Agreement.

·	Quality assurance and quality control program manuals

·	Project Health and Safety Plan attached as Exhibit 22 to this Agreement

·	Commissioning plan as required under this Agreement

·	Commissioning logs shall be submitted as required under Exhibit [16] to this Agreement

·	Performance test procedures/reports as required under the Agreement

·	Instructions for handling, storage, and pre-operational maintenance of Facility Equipment

·	Site and shop inspection and testing plans or requirements

·	Original Equipment Manufacturer's quality assurance (QA) documentation as provided by Manufacturer

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·	Procurement specifications for all Equipment supplied by Major Subcontractors/ installation areas

·	Power transformer data sheets, as applicable

·	Instrument data sheets

·	Training program and manuals

·	Required Manuals

·	Contractor / Acquired Permits and Subcontractor permits

·	Meeting minutes for Owner/Contractor meetings

·	Electrical and structural calculations and studies submitted to permit agencies

·	Other non-proprietary engineering calculations applicable to the design and construction of the Project

4.1

Contractor shall provide Record Drawings for the entire Project, consisting of mechanical, electrical, and civil drawings, general arrangements, instrumentation diagrams, one-line, three-line, schematics, wiring, cable tray, routed conduit, and duct banks, and other drawings as mutually agreed upon by Owner and Contractor. Documents shall be re-drafted as necessary to incorporate final information. Mark-up sketches, referencing, and other field marking techniques are not acceptable as final Record Drawings. Contractor shall prepare “conformed to construction record” of the original drawings or data sheets.

4.2	During construction, Contractor shall maintain on file in the field reasonably current as-built redline mark-ups of all drawings and data sheets to agree with actual work undertaken.

4.3

Record drawings shall be issued by Contractor as the next sequential revision from previous releases. The revision block shall state Record Drawings. All clouds, revision diamonds, and other interim control marking shall be removed. All information listed as “later” or “hold” shall be completed or deleted. The conformed to construction record drawings shall be clear and readable in full size, and where possible, also in 11”x17” size reduction.

4.4

Major Subcontractors' drawings shall be conformed to construction records to reflect actual installed configuration. These Subcontractor drawings shall be in sufficient detail to indicate the kind, size, arrangement, weight of each component, and operation of component materials and devices, the external connections, anchorages, and supports required; the dimensions needed for installation, and correlation with other materials and equipment. Final Subcontractor's drawings shall be bound in the

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4.5	Contractor shall provide one hard copy set of Record Drawings to Owner, in 12”x18” size.

5.1	All lists that will be Issued for Record shall be furnished in electronic format.

6.1

All final drawings /document submittals that are reasonably likely to require updating over the life of the Project shall additionally be submitted in native electronic format to facilitate such future updates by Owner. Site-specific drawings provided in native format shall include the project master plan, the project single line, and trenching plans. Product-specific drawings will be provided in portable document format (*.pdf).     Where possible, Contractor Submittals lists and manuals shall be provided with electronic search engines to facilitate ease of use, as commercially available.

6.2	Where possible, Contractor Submittals lists shall be provided in electronic format such as Microsoft Excel or approved alternative to facilitate integration into Owner's existing applications. Owner will provide Contractor with reasonable formatting information as required.

6.3	Contractor shall provide final electronic submittals in the following software formats:

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7.1	General

7.1.1	For equipment being procured after the Effective Date, Contractor shall submit the specifications for each equipment package for Owner review for compliance with this agreement.

7.1.2	Contractor shall facilitate the exchange of information in order to demonstrate to Owner Contractor's plan to meet the schedule requirements of this Agreement.

7.1.3

For any drawing or design document developed or significantly updated after the Design Review, Contractor shall submit to Owner for review to fully establish that all parts shall comply with this Agreement. Owner review shall follow guidelines and timelines per agreement. Owner may make comments to drawings and documents if items are found not to be in compliance with the requirements of this Agreement. Contractor shall be obligated to resolve any such compliance issues in a timely manner and resubmit to Owner the Contractor drawings and documents reflecting such resolutions.

7.1.4	If Owner review is not completed on drawings covered in 7.1.3 and per this agreement, and should Contractor proceed with manufacture of Facility Equipment or construction prior to Owner review of such drawings, Contractor does so at its own risk.

7.1.5	Contractor shall be responsible for any discrepancies, errors, or omissions on the drawings supplied by Contractor or Subcontractors.

7.1.6	All drawings and data, including changes thereto, shall conform to the requirements of this Agreement.

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1.	Highlights & Lowlights of Week Completed

2.	Focus for upcoming week

3.	Safety Stats

a.	Manhours

b.	Lost Time

c.	Recordables

d.	First Aids

4.	Table of Progress Completed aligned to Exhibit 9 Milestones

a.	Qty completed for Period to Date

b.	Qty & % of Total Inception to Date

5.	Three Week Look Ahead

6.	Change Request Log

7.	Owner Action Item Log

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1.	Retentions.

2.	Extras for which the claimant has not received payment.

3.	The following progress payments for which the claimant has previously given a conditional waiver and release but has not received payment:

4.	Contract rights, including (A) a right based on rescission, abandonment, or breach of contract, and (B) the right to recover for work not compensated by the payment.

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a)	Contractor shall maintain statutory limits for Workers' Compensation Insurance and Occupational Disease Insurance in accordance with state laws and any applicable federal law such as (e.g., FELA, USL&H and Jones Act), during the entire time that any full time

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b)	Contractor shall maintain Employers' Liability Insurance with limits of not less than the following: bodily injury by accident - $*** each accident; bodily injury by disease - $*** policy limit; bodily injury by disease - $*** each employee.

(a)	Bodily injury, sickness, disease, mental anguish or shock sustained by any person, including death;

(b)	Property damage including physical injury to or destruction of tangible property including the resulting loss of use thereof, clean-up costs, and the loss of use of tangible property that has not been physically injured or destroyed;

(c)	Defense costs associated with (a) and (b) above;

(d)	Coverage written on an occurrence form or claims-made form; however if coverage is written on a claims-made form, Contractor shall be required to maintain such coverage for 3 years following the Facility Substantial Completion Date; and

(e)	Coverage shall also include coverage for disposal and transportation of pollutants, if applicable and not provided by the Automobile Liability insurance. The definition of pollution conditions shall include damage to natural resources damage within the definition of property damage resulting from the Contractor's and Subcontractors' work/operations.

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a)

The policy will include the interest of Contractor, Subcontractors of any tier (performing work at the Site), Owner and Financing Parties, to the extent of their interest under this Agreement, and is to be on an “all risk” basis subject to normal and customary policy exclusions, terms and conditions and subject to normal and customary sub-limits for similar size solar projects as described below, including earthquake, wind and flood losses.

b)

Coverage shall be written on a replacement cost basis and the limit of liability shall be the full replacement cost of the Work or the property in relation to such Blocks that have begun construction (including any Facility Equipment on the Site but not incorporated into the Project) but have not achieved Block Substantial Completion. The earthquake and flood sub-limit for each shall be not less than $*** each occurrence and annual aggregate (or when taken together with the AVSP 1 Facility, $***); provided, that, if Owner purchases or requires Contractor to purchase additional earthquake and flood coverage with higher sub-limits, Contractor shall pay the first $*** of the aggregate costs to obtain such additional

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c)

Any required payment of deductibles for builders all-risk insurance shall be the responsibility of Contractor, provided however that deductibles under the builder's risk insurance shall not exceed $*** per occurrence except ***% of values at the time of loss for California earthquake subject to a minimum of $*** and a maximum of $*** and ***% of values at time of loss for high hazard flood zones subject to a minimum of $*** and maximum of $***.

d)	Contractor shall have obtained such BAR coverage on or prior to the date on which the exposure to the risk covered by the BAR coverage arises.

e)	The only permissible cancellation is as follows: (i) *** for non-payment of premium and (ii) material change in the risk profile of the Project after coverage commences.

f)	Coverage to include 50/50 hidden damage provision. Coverage to include testing coverage and resultant damage from faulty design, materials and workmanship (LEG 2 or equivalent).

g)	Coverage to include a sub-limit of $*** each occurrence for damage to existing property of Owner.

h)	Serial defects clause to be agreed by Owner and Financing Parties, if applicable.

i)	Owner and Financing Parties shall be included as additional named insured parties under the policy and Financing Parties will be a loss payee as required.

i)

The policy shall not allow any form of subrogation against Owner, Contractor, Subcontractors of any tier or Financing Parties except for (i) manufacturer or supplier of machinery, equipment or other property, whether named as an insured or not, for the cost of making good any loss or damage which said party has agreed to make good under a guarantee or warranty, whether express or implied, and (ii) architect or engineer, whether named as an insured or not, for any loss or damage arising out of the performance of professional services in their capacity as such and caused by an error, omission, deficiency or act of the architect or engineer, by any person employed by them or by any others whose acts they are legally liable.

k)	Prior to exposure to property damage for equipment and materials that will become a permanent part of the Project, builders risk coverage will be provided based on a loss limit and sub-limits that are approved by the Owner and Financing Parties.

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(1)	Workers' Compensation/Employer's Liability

a)	Owner shall maintain statutory limits for Worker's Compensation Insurance and Occupational Disease Insurance in accordance with Applicable Law (e.g., FELA, USL&H and Jones Act), during the entire time that any persons are employed by Owner on the Site in connection with the Project.

b)	Owner shall maintain Employer's Liability Insurance with limits of not less than the following: bodily injury by accident - $*** each accident; bodily injury by disease - $*** policy limit; bodily injury by disease - $*** each employee.

(3)	Operational All Risk insurance

(4)	All other insurance required by Applicable Law.

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a)	all insurance may be carried through the worldwide insurance programs of Owner or Contractor or their respective Affiliates unless project specific policies are required.

b)

All liability insurance required to be maintained by Contractor (except for workers' compensation/employer's liability and professional liability) shall be endorsed to the effect that Owner, the Owner's Affiliates, Financing Parties shall be included as additional insureds thereon. Commercial General Liability insurance additional insured endorsement shall be ISO Form CG 20 10/CG 2037 or other Owner approved equivalent. Contractor's third party liability policies shall provide for a severability of interest clause and waiver of subrogation will be provided on all Contractor's policies except Professional Liability. Contractor's BAR and Transit policies shall be primary and not excess to or contributing with any insurance or self-insurance maintained by Owner with regard to the Project. Contractor's other policies shall be primary and not excess to or contributing with any insurance or self-insurance maintained by Owner with regard to the Project except to the extent the loss is attributable to Owner's fault.

c)

In the event any insurance described herein (including the limits or deductibles thereof), other than insurance required by Applicable Law, shall not be available on commercially reasonable terms in the commercial insurance market for facilities having a similar risk profile, the Parties shall consent to waive the requirement to maintain such insurance to the extent the maintenance thereof is not so available on such terms, but the Parties shall continue to remain obligated to maintain any such insurance up to the level, if any, at which such insurance can be maintained on commercially reasonable terms in the commercial insurance market for facilities with a similar risk profile. This waiver is subject to Financing Parties' approval, provided, however, that if the Financing Parties do not provide such approval, Owner shall cover any premium and any other related out of pocket costs incurred by Contractor to obtain and maintain such insurance.

e)	Loss payable wording for the BAR and Transit/Ocean Marine insurance shall be reasonably acceptable to the Financing Parties, if applicable. Contractor will request its insurer(s) to attach 438 BFU or CP 1218 lender loss payable endorsement, its equivalent or other lender loss payable form approved by Owner's Financing Parties

g)	Unless specified otherwise in this exhibit no insurance shall be canceled with respect to the interest of the Financing Parties without *** (*** for nonpayment of premium) prior written

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h)	All insurance required to be maintained in accordance with this exhibit shall be placed with financially sound and reputable insurers having an A.M Best rating of *** or better and with coverage forms reasonably acceptable to the Owner and if applicable, the Financing Parties.

i)

Contractor shall require Subcontractor's who perform Work at the Site to carry liability insurance (auto, commercial general, and excess/umbrella liability) and workers' compensation/employer's liability insurance in accordance with its usual business practice; provided, however, Contractor shall remain responsible and indemnify the Owner for any claims, lawsuits, losses and expenses included defense costs that exceed any of its Subcontractor's insurance limits or for uninsured claims or losses.

j)

All amounts of insurance coverage under this Agreement are required minimums. Owner and Contractor shall each be solely responsible for determining the appropriate amount of insurance, if any, in excess thereof. The required minimum amounts of insurance shall not operate as limits on recoveries available under this Agreement. Owner and Contractor will be responsible for any deductibles and uninsured losses that apply to their insurance requirements as shown in this exhibit.

k)

Evidence of Insurance. Evidence of insurance required hereunder in the form of certificates of insurance shall be furnished by each Party when required to be delivered no later than the date on which coverage is required to be in effect pursuant to this Exhibit 15, as applicable; provided, however, a draft copy of the BAR and Transit/Ocean Marine insurance (redacting any confidential or proprietary information) shall be provided to the Owner and the Financing Parties as soon as reasonably possible prior to the date such insurance is required to be in effect; and the final copy of such BAR insurance shall be provided promptly after such insurance coverage is bound but not later than *** after coverage is required to be in effect. Not later than *** of the date of delivery of the certificates of insurance hereunder or the expiration date of the policy if for a term of more than ***, and not later than each *** or policy renewal date thereafter, each Party shall deliver copies of the certificate of insurance of the renewal insurance policies.

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1.1	The Guaranteed Block Capacity for the Facility is defined as:

1.2	The Guaranteed Facility Capacity for the Facility is defined as:

1.3	The Guaranteed Capacity applies under the following guarantee reference conditions (GRC) which is the expected point where the inverter clips at its nameplate rating:

1.3.1	System is in a new and clean condition

1.3.2	Plane of array irradiance:

1.3.3	Ambient temperature: 20C

1.3.4	Cell temperature:

1.3.5	Wind speed: 1 m/sec

1.3.6	Inverters operating at a unity power factor set-point.

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1.3.7	Measurement uncertainty to be determined based on *** and applied to the measured value as a tolerance when calculating the Block Capacity Test values to determine if the Guaranteed Capacity has been achieved.

1.3.7	Non-recoverable degradation applied at a rate of *** to be applied for purposes of the Module degradation warranty.

2.1	The guaranteed availability for each Block is defined as:

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a.	The Capacity Test of such Block[s], described in Exhibit 16A of the Agreement, has been conducted, and the Final Test Results demonstrate that the Minimum Capacity Level for such Block[s] [has/have] been achieved according to the criteria set forth in Exhibit 16A of the Agreement.

b.	The Final Test Results of such Block[s], performed pursuant to Exhibit 16A of the Agreement, are attached hereto.

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B-1)	Beneficiary is authorized to make a drawing under this Letter of Credit in accordance with the terms of the EPC Agreement applicable to Beneficiary.

B-2)	The Letter of Credit will expire within *** of the date of this Drawing Request pursuant to a Notice of Non-Renewal and the Applicants have failed to provide a replacement letter of credit from an acceptable credit provider and satisfying the requirements of the EPC Agreement applicable to Beneficiary;

B-3)	[insert name of Issuing Bank] has delivered an Early Expiration Notice and such Early Expiration Notice has not been rescinded and the Applicant has not replaced the Letter of Credit;

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(1)	Registration Statement (Form S-3 Nos. 333-140198, 333-140272, and 333-153409) of SunPower Corporation, and

(2)	Registration Statement (Form S-8 Nos. 333-130340, 333-140197, 333-142679, 333-150789, 333-172477, 333-178027, and 333-179833) of SunPower Corporation;