Common use of Indemnification and Reimbursement Clause in Contracts

Indemnification and Reimbursement. (a) The Debtor indemnifies the Bank against all Claims incurred, sustained or payable by the Bank arising out of this Agreement except to the extent directly caused by the Bank’s gross negligence or willful misconduct. (b) The Secured Party agrees to reimburse the Bank for any charge against the Deposit Account under Section 5(b) for which there were insufficient funds in the Deposit Account to satisfy the charge. Such reimbursement will be limited to the aggregate amount transferred from the Deposit Account as a result of the Bank’s acting upon Disposition Instructions originated by the Secured Party or pursuant to Section 9(b). Any demand by the Bank for reimbursement GENERAL TERMS FOR THE DEPOSIT ACCOUNT CONTROL AGREEMENT 4 must be made within the number of days after the termination of this Agreement set forth in the Specific Terms. The Bank may not make a Claim for reimbursement under this subsection unless (i) the Debtor fails to satisfy the Claim within 15 days after the Bank makes a demand on the Debtor under Section 6(a) or (ii) the Bank is enjoined, stayed or prohibited by operation of law from making the demand on the Debtor. (c) The Secured Party’s reimbursement obligations under Section 6(b) will not apply to (i) a charge for reimbursement of or indemnification for any out-of-pocket or allocable internal legal fees and expenses incurred by the Bank in connection with any claim or defense by the Bank against the Secured Party relating to this Agreement or (ii) the amount of any loss incurred by the Bank to the extent directly caused by the Bank’s gross negligence or willful misconduct. If the Bank satisfies any Claim against the Debtor referred to in the foregoing clause (i) by charging the Deposit Account, the amount of the Secured Party’s maximum liability for reimbursement obligations under Section 6(b) will be reduced by the amount of the Claim so satisfied. (d) If the Secured Party fails to reimburse the Bank for any amount under Section 6(b), the Secured Party will pay the Bank’s out-of-pocket or allocable internal legal fees and expenses in collecting from the Secured Party the amount payable. (e) The Secured Party indemnifies the Bank against all other Claims incurred, sustained or payable by the Bank arising from the Bank following an Initial Instruction or a Disposition Instruction originated by the Secured Party, or from the Bank’s remittance of funds pursuant to Section 9(b), except to the extent directly caused by the Bank’s gross negligence or willful misconduct,

Indemnification and Reimbursement. (a) The Debtor indemnifies the Bank against all Claims incurred, sustained or payable by the Bank arising out of this Agreement except to the extent directly caused by the Bank’s gross negligence or willful misconduct. (b) The Secured Party agrees to reimburse the Bank for any charge against the Deposit Account under Section 5(b) for which there were insufficient funds in the Deposit Account to satisfy the charge. Such reimbursement will be limited to the aggregate amount transferred from the Deposit Account as a result of the Bank’s acting upon Disposition Instructions originated by the Secured Party or pursuant to Section 9(b). Any demand by the Bank for reimbursement GENERAL TERMS FOR THE DEPOSIT ACCOUNT CONTROL AGREEMENT 4 must be made within the number of days after the termination of this Agreement set forth in the Specific Terms. The Bank may not make a Claim for reimbursement under this subsection unless (i) the Debtor fails to satisfy the Claim within 15 days after the Bank makes a demand on the Debtor under Section 6(a) or (ii) the Bank is enjoined, stayed or prohibited by operation of law from making the demand on the Debtor. (c) The Secured Party’s reimbursement obligations under Section 6(b) will not apply to (i) a charge for reimbursement of or indemnification for any out-of-pocket or allocable internal legal fees and expenses incurred by the Bank in connection with any claim or defense by the Bank against the Secured Party relating to this Agreement or (ii) the amount of any loss incurred by the Bank to the extent directly caused by the Bank’s gross negligence or willful misconduct. If the Bank satisfies any Claim against the Debtor referred to in the foregoing clause (i) by charging the Deposit Account, the amount of the Secured Party’s maximum liability for reimbursement obligations under Section 6(b) will be reduced by the amount of the Claim so satisfied. (d) If the Secured Party fails to reimburse the Bank for any amount under Section 6(b), the Secured Party will pay the Bank’s out-of-pocket or allocable internal legal fees and expenses in collecting from the Secured Party the amount payable. (e) The Secured Party indemnifies the Bank against all other Claims incurred, sustained or payable by the Bank arising from the Bank following an Initial Instruction or a Disposition Instruction originated by the Secured Party, or from the Bank’s remittance of funds pursuant to Section 9(b), except to the extent directly caused by the Bank’s gross negligence or willful misconduct,.

Indemnification and Reimbursement. (a) The Debtor indemnifies Agent shall not be required to take any action hereunder or to prosecute or defend any suit in respect of this Credit Agreement or the Bank against all Claims incurred, sustained or payable other Loan Documents unless indemnified to the Agent's satisfaction by the Bank Banks against loss, cost, liability and expense. If any indemnity furnished to the Agent shall become impaired, it may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the Banks agree to indemnify the Agent (to the extent not reimbursed by the Borrower), ratably according to the respective principal amounts of the Notes then held by each of them (or if no Notes are at the time outstanding, ratably according to the respective amounts of their Commitments, or if no Commitments are outstanding, the respective amounts of the Commitments immediately prior to the time the Commitments ceased to be outstanding), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Credit Agreement except to the extent directly caused or any action taken or omitted by the Bank’s Agent under this Credit Agreement or the other Loan Documents (including, without limitation, any action taken or omitted under Article II of this Credit Agreement); provided, that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's gross negligence or willful misconduct. (b) The Secured Party . EACH BANK AGREES, HOWEVER, THAT IT EXPRESSLY INTENDS, UNDER THIS SECTION 9.5, TO INDEMNIFY THE AGENT RATABLY AS AFORESAID FOR ALL SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS ARISING OUT OF OR RESULTING FROM THE AGENT'S ORDINARY OR CONTRIBUTORY NEGLIGENCE. Without limitation of the foregoing, each Bank agrees to reimburse the Bank Agent promptly upon demand for any charge against the Deposit Account under Section 5(b) for which there were insufficient funds in the Deposit Account to satisfy the charge. Such reimbursement will be limited to the aggregate amount transferred from the Deposit Account as a result its ratable share of the Bank’s acting upon Disposition Instructions originated by the Secured Party or pursuant to Section 9(b). Any demand by the Bank for reimbursement GENERAL TERMS FOR THE DEPOSIT ACCOUNT CONTROL AGREEMENT 4 must be made within the number of days after the termination of this Agreement set forth in the Specific Terms. The Bank may not make a Claim for reimbursement under this subsection unless (i) the Debtor fails to satisfy the Claim within 15 days after the Bank makes a demand on the Debtor under Section 6(a) or (ii) the Bank is enjoined, stayed or prohibited by operation of law from making the demand on the Debtor. (c) The Secured Party’s reimbursement obligations under Section 6(b) will not apply to (i) a charge for reimbursement of or indemnification for any out-of-pocket or allocable internal legal fees and expenses (including reasonable counsel fees) incurred by the Bank Agent in connection with any claim the preparation, execution, administration, or defense by enforcement of, or legal advice in respect of rights or responsibilities under, this Credit Agreement and the Bank against the Secured Party relating to this Agreement or (ii) the amount of any loss incurred by the Bank other Loan Documents to the extent directly caused that the Agent is not reimbursed for such expenses by the Bank’s gross negligence Borrower. The provisions of this Section 9.5 shall survive the termination of Credit Agreement and/or the payment or willful misconduct. If the Bank satisfies assignment of any Claim against the Debtor referred to in the foregoing clause (i) by charging the Deposit Account, the amount of the Secured Party’s maximum liability for reimbursement obligations under Section 6(b) will be reduced by the amount of the Claim so satisfiedObligations. (d) If the Secured Party fails to reimburse the Bank for any amount under Section 6(b), the Secured Party will pay the Bank’s out-of-pocket or allocable internal legal fees and expenses in collecting from the Secured Party the amount payable. (e) The Secured Party indemnifies the Bank against all other Claims incurred, sustained or payable by the Bank arising from the Bank following an Initial Instruction or a Disposition Instruction originated by the Secured Party, or from the Bank’s remittance of funds pursuant to Section 9(b), except to the extent directly caused by the Bank’s gross negligence or willful misconduct,

Indemnification and Reimbursement. The Parties agree jointly and severally to indemnify, defend, hold harmless, pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, directors, agents and employees (the “Indemnitees”) from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and expenses of outside counsel and experts and their staff and all expenses of document location, duplication and shipment) (collectively “Losses”), arising out of or in connection with: (a) The Debtor indemnifies the Bank against all Claims incurred, sustained or payable by the Bank arising out Escrow Agent’s performance of this Agreement except to the extent directly caused by the Bank’s gross negligence or willful misconduct. (b) The Secured Party agrees to reimburse the Bank for any charge against the Deposit Account under Section 5(b) for which there were insufficient funds in the Deposit Account to satisfy the charge. Such reimbursement will be limited to the aggregate amount transferred from the Deposit Account as a result of the Bank’s acting upon Disposition Instructions originated by the Secured Party or pursuant to Section 9(b). Any demand by the Bank for reimbursement GENERAL TERMS FOR THE DEPOSIT ACCOUNT CONTROL AGREEMENT 4 must be made within the number of days after the termination of this Agreement set forth in the Specific Terms. The Bank may not make a Claim for reimbursement under this subsection unless (i) the Debtor fails to satisfy the Claim within 15 days after the Bank makes a demand on the Debtor under Section 6(a) or (ii) the Bank is enjoined, stayed or prohibited by operation of law from making the demand on the Debtor. (c) The Secured Party’s reimbursement obligations under Section 6(b) will not apply to (i) a charge for reimbursement of or indemnification for any out-of-pocket or allocable internal legal fees and expenses incurred by the Bank in connection with any claim or defense by the Bank against the Secured Party relating to this Agreement or (ii) the amount of any loss incurred by the Bank to the extent directly caused by the Bank’s gross negligence or willful misconduct. If the Bank satisfies any Claim against the Debtor referred to in the foregoing clause (i) by charging the Deposit Account, the amount of the Secured Party’s maximum liability for reimbursement obligations under Section 6(b) will be reduced by the amount of the Claim so satisfied. (d) If the Secured Party fails to reimburse the Bank for any amount under Section 6(b), the Secured Party will pay the Bank’s out-of-pocket or allocable internal legal fees and expenses in collecting from the Secured Party the amount payable. (e) The Secured Party indemnifies the Bank against all other Claims incurred, sustained or payable by the Bank arising from the Bank following an Initial Instruction or a Disposition Instruction originated by the Secured Party, or from the Bank’s remittance of funds pursuant to Section 9(b)Agreement, except to the extent directly that such Losses are determined by a court of competent jurisdiction to have been caused by the Bank’s gross negligence or negligence, willful misconduct,, or fraud of such Indemnitee; and (b) Escrow Agent’s following any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. The Parties hereby grant Escrow Agent a right of set-off against the Escrow Amount for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance of the foregoing, Escrow Agent is expressly authorized and directed, but will not be obligated, to charge against and withdraw from the Escrow Amount for its own account or for the account of an Indemnitee any amounts due to Escrow Agent or to an Indemnitee under Sections 6 or 7. The obligations set forth in this Section 7 will survive the resignation, replacement or removal of Escrow Agent or the termination of this Agreement. As between the Parties, the Company on one hand, and Purchaser on the other, agree that irrespective of any joint and several liability that either may have to Escrow Agent under this Agreement, as between them, the Company on one hand, and Purchaser on the other, will each only be liable for 50% of any Losses incurred by Escrow Agent which result in reimbursement or indemnification under this Section 7. As between the Parties, if either the Company on one hand, or Purchaser on the other, incurs greater than 50% of any such Losses, Purchaser or the Company, as applicable, will promptly make payment to the other such that each of the Company on one hand, and Purchaser on the other, has borne 50% of all amounts which are paid to Escrow Agent under this Section 7. ​

Indemnification and Reimbursement. (a) The Debtor indemnifies the Bank against all Claims incurred, sustained or payable by the Bank arising out of this Agreement except to the extent directly caused by the Bank’s gross negligence or willful misconduct. (b) The Secured Party agrees to reimburse the Bank for any charge against the Deposit Account under Section 5(b) for which there were insufficient funds in the Deposit Account to satisfy the charge. Such reimbursement will be limited to the aggregate amount transferred from the Deposit Account as a result of the Bank’s acting upon Disposition Instructions Instruction originated by the Secured Party or pursuant to Section 9(b). Any demand by the Bank for reimbursement GENERAL TERMS FOR THE DEPOSIT ACCOUNT CONTROL AGREEMENT 4 must be made within the number of days after the termination of this Agreement set forth in the Specific Terms. The Bank may not make a Claim for reimbursement under this subsection unless (i) the Debtor fails to satisfy the Claim within 15 days after the Bank makes a demand on the Debtor under Section 6(a) or (ii) the Bank is enjoined, stayed or prohibited by operation of law from making the demand on the Debtor. (c) The Secured Party’s reimbursement obligations under Section 6(b) will not apply to (i) a charge for reimbursement of or indemnification for any out-of-pocket or allocable internal legal fees and expenses incurred by the Bank in connection with any claim or defense by the Bank against the Secured Party relating to this Agreement or (ii) the amount of any loss incurred by the Bank to the extent directly caused by the Bank’s gross negligence or willful misconduct. If the Bank satisfies any Claim against the Debtor referred to in the foregoing clause (i) by charging the Deposit Account, the amount of the Secured Party’s maximum liability for reimbursement obligations under Section 6(b) will be reduced by the amount of the Claim so satisfied. (d) If the Secured Party fails to reimburse the Bank for any amount under Section 6(b), the Secured Party will pay the Bank’s out-of-pocket or allocable internal legal fees and expenses in collecting from the Secured Party the amount payable. (e) The Secured Party indemnifies the Bank against all other Claims incurred, sustained or payable by the Bank arising from the Bank following an Initial Instruction or a Disposition Instruction originated by the Secured Party, or from the Bank’s remittance of funds pursuant to Section 9(b), except to the extent directly caused by the Bank’s gross negligence or willful misconduct,.

Indemnification and Reimbursement. (a) The Debtor indemnifies Agent shall not be --------------------------------- required to take any action hereunder or to prosecute or defend any suit in respect of this Credit Agreement or the Bank against all Claims incurred, sustained or payable other Loan Documents unless indemnified to the Agent's satisfaction by the Bank Banks against loss, cost, liability and expense. If any indemnity furnished to the Agent shall become impaired, it may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the Banks agree to indemnify the Agent (to the extent not reimbursed by Borrower), ratably according to the respective principal amounts of the Notes then held by each of them (or if no Notes are at the time outstanding, ratably according to either (i) the respective amounts of their Commitments, or if no Commitments are outstanding, the respective amounts of the Commitments immediately prior to the time the Commitments ceased to be outstanding), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Credit Agreement except to the extent directly caused or any action taken or omitted by the Bank’s Agent under this Credit Agreement or the other Loan Documents (including, without limitation, any action taken or omitted under Article II of this Credit ---------- Agreement); provided, that no Bank shall be liable for any portion -------- of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's gross negligence or willful misconduct. (b) The Secured Party . Each Bank agrees, however, that it expressly intends, under this Section 8.05, to indemnify the Agent ratably as ------------ aforesaid for all such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements arising out of or resulting from the Agent's ordinary or contributory negligence. Without limitation of the foregoing, each Bank agrees to reimburse the Bank Agent promptly upon demand for any charge against the Deposit Account under Section 5(b) for which there were insufficient funds in the Deposit Account to satisfy the charge. Such reimbursement will be limited to the aggregate amount transferred from the Deposit Account as a result its ratable share of the Bank’s acting upon Disposition Instructions originated by the Secured Party or pursuant to Section 9(b). Any demand by the Bank for reimbursement GENERAL TERMS FOR THE DEPOSIT ACCOUNT CONTROL AGREEMENT 4 must be made within the number of days after the termination of this Agreement set forth in the Specific Terms. The Bank may not make a Claim for reimbursement under this subsection unless (i) the Debtor fails to satisfy the Claim within 15 days after the Bank makes a demand on the Debtor under Section 6(a) or (ii) the Bank is enjoined, stayed or prohibited by operation of law from making the demand on the Debtor. (c) The Secured Party’s reimbursement obligations under Section 6(b) will not apply to (i) a charge for reimbursement of or indemnification for any out-of-pocket or allocable internal legal fees and expenses (including reasonable counsel fees) incurred by the Bank Agent in connection with any claim the preparation, execution, administration, or defense by enforcement of, or legal advice in respect of rights or responsibilities under, this Credit Agreement and the Bank against the Secured Party relating to this Agreement or (ii) the amount of any loss incurred by the Bank other Loan Documents to the extent directly caused that the Agent is not reimbursed for such expenses by Borrower. The provisions of this Section 8.05 shall survive the Bank’s gross negligence termination ------------ of Credit Agreement and/or the payment or willful misconduct. If the Bank satisfies assignment of any Claim against the Debtor referred to in the foregoing clause (i) by charging the Deposit Account, the amount of the Secured Party’s maximum liability for reimbursement obligations under Section 6(b) will be reduced by the amount of the Claim so satisfiedObligations. (d) If the Secured Party fails to reimburse the Bank for any amount under Section 6(b), the Secured Party will pay the Bank’s out-of-pocket or allocable internal legal fees and expenses in collecting from the Secured Party the amount payable. (e) The Secured Party indemnifies the Bank against all other Claims incurred, sustained or payable by the Bank arising from the Bank following an Initial Instruction or a Disposition Instruction originated by the Secured Party, or from the Bank’s remittance of funds pursuant to Section 9(b), except to the extent directly caused by the Bank’s gross negligence or willful misconduct,

Indemnification and Reimbursement. (a) The Debtor indemnifies the Bank against all Claims incurred, sustained or payable by the Bank arising out of Sellers Representative will incur no liability in connection with its services pursuant to this Agreement and any related agreements except to the extent directly caused by the Bank’s gross negligence or willful misconduct. (b) The Secured Party agrees to reimburse the Bank for any charge against the Deposit Account under Section 5(b) for which there were insufficient funds in the Deposit Account to satisfy the charge. Such reimbursement will be limited to the aggregate amount transferred resulting from the Deposit Account as a result of the Bank’s acting upon Disposition Instructions originated by the Secured Party or pursuant to Section 9(b). Any demand by the Bank for reimbursement GENERAL TERMS FOR THE DEPOSIT ACCOUNT CONTROL AGREEMENT 4 must be made within the number of days after the termination of this Agreement set forth in the Specific Terms. The Bank may not make a Claim for reimbursement under this subsection unless (i) the Debtor fails to satisfy the Claim within 15 days after the Bank makes a demand on the Debtor under Section 6(a) or (ii) the Bank is enjoined, stayed or prohibited by operation of law from making the demand on the Debtor. (c) The Secured Party’s reimbursement obligations under Section 6(b) will not apply to (i) a charge for reimbursement of or indemnification for any out-of-pocket or allocable internal legal fees and expenses incurred by the Bank in connection with any claim or defense by the Bank against the Secured Party relating to this Agreement or (ii) the amount of any loss incurred by the Bank to the extent directly caused by the Bank’s its gross negligence or willful misconduct. If the Bank satisfies any Claim against the Debtor referred to in the foregoing clause (i) by charging the Deposit Account, the amount of the Secured Party’s maximum liability for reimbursement obligations under Section 6(b) will The Sellers Representative shall not be reduced by the amount of the Claim so satisfied. (d) If the Secured Party fails to reimburse the Bank liable for any amount under Section 6(b)action or omission pursuant to the reasonable advice of outside counsel unless the Sellers Representative acted with gross negligence or willful misconduct. The Advisory Committee will incur no liability in connection with its services pursuant to this Agreement and any related agreements, solely in its capacity as an advisory committee member and not in its individual capacity as a Seller in which it will still have liability consistent with the Secured Party will pay language herein. The Sellers, acting through the Bank’s Advisory Committee, shall indemnify the Sellers Representative against any reasonable, documented, and out-of-pocket or allocable internal legal fees losses, liabilities and expenses (“Representative Losses”) arising out of or in collecting from connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred, within thirty (30) days after receipt of a detailed invoice (such detail to be reasonably acceptable to the Secured Party Advisory Committee, with such agreement not to be unreasonably withheld), not to be submitted more frequently than once per month)) for such Representative Xxxxxx; provided, that in the event that any such Representative Loss is finally adjudicated to have been caused by the gross negligence or willful misconduct of the Sellers Representative, the Sellers Representative will reimburse the Sellers the amount payable. (e) The Secured Party indemnifies the Bank against all other Claims incurred, sustained or payable by the Bank arising from the Bank following an Initial Instruction or a Disposition Instruction originated by the Secured Party, or from the Bank’s remittance of funds pursuant to Section 9(b), except such indemnified Representative Loss to the extent directly caused by the Bank’s attributable to such gross negligence or willful misconduct,. Representative Losses may be recovered by the Sellers Representative from (i) the funds in the Expense Fund, and (ii) any other funds that become payable to the Sellers under this Agreement at such time as such amounts would otherwise be distributable to the Sellers; provided, that while the Sellers Representative may be paid from the aforementioned sources of funds, this does not relieve the Sellers from their obligation to promptly pay such Representative Losses as they are suffered or incurred. Notwithstanding the following, Sellers Representative will recover losses from the Expense Fund prior to other sources of recovery, unless reimbursement from the Expense Fund is not timely made to the Sellers Representative for any reason, in which the Sellers Representative is permitted to recover from any other funds that become payable to the Sellers under this Agreement at such time as such amounts would otherwise be distributable to the Sellers. In no event will the Sellers Representative be required to advance its own funds on behalf of the Sellers or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Sellers set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Sellers Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Sellers Representative or the termination of this Agreement.

Indemnification and Reimbursement. (a) The Debtor indemnifies Sponsor shall indemnify and hold harmless each Indemnified Person from and against any loss, damage, liability, tax, penalty, expense or claim of any kind or nature whatsoever incurred by such Indemnified Person by reason of the Bank against all Claims incurredcreation, sustained operation or payable termination of the Trust or any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Bank arising out Trust and in a manner such Indemnified Person reasonably believed to be within the scope of authority conferred on such Indemnified Person by this Agreement Declaration, except that no Indemnified Person shall be entitled to the extent directly caused be indemnified in respect of any loss, damage or claim incurred by the Bank’s such Indemnified Person by reason of gross negligence (or, in the case of the Property Trustee, negligence) or willful misconductmisconduct with respect to such acts or omissions. (b) The Secured Party agrees Expenses (including legal fees and expenses) incurred by an Indemnified Person in defending any claim, demand, action, suit or proceeding (whether such claim, demand, action, suit or proceeding arises between the parties hereto or results from suits involving third parties) shall, from time to reimburse time, be advanced by the Bank for any charge against the Deposit Account under Section 5(b) for which there were insufficient funds in the Deposit Account to satisfy the charge. Such reimbursement will be limited Sponsor prior to the aggregate amount transferred from final disposition of such claim, demand, action, suit or proceeding upon receipt by the Deposit Account as a result Sponsor of an undertaking by or on behalf of the Bank’s acting upon Disposition Instructions originated by Indemnified Person to repay such amount if it shall be determined that the Secured Party or pursuant Indemnified Person is not entitled to be indemnified as authorized in Section 9(b10.4(a). Any demand by the Bank for reimbursement GENERAL TERMS FOR THE DEPOSIT ACCOUNT CONTROL AGREEMENT 4 must be made within the number of days after The indemnification set forth in this Section 10.4 shall survive the termination of this Agreement set forth in the Specific Terms. The Bank may not make a Claim for reimbursement under this subsection unless (i) the Debtor fails to satisfy the Claim within 15 days after the Bank makes a demand on the Debtor under Section 6(a) or (ii) the Bank is enjoined, stayed or prohibited by operation of law from making the demand on the DebtorDeclaration. (c) The Secured Party’s reimbursement obligations under Section 6(b) will not apply to (i) a charge Sponsor shall reimburse the Trustees upon request for reimbursement of all reasonable expenses, disbursements and advances incurred or indemnification for any out-of-pocket or allocable internal legal fees and expenses incurred made by the Bank Trustees in connection accordance with any claim or defense by provision of this Declaration (including the Bank against reasonable compensation and the Secured Party relating to this Agreement or (ii) the amount expenses and disbursements of any loss incurred by the Bank its agents and counsel). The Property Trustee shall have a lien prior to the extent directly caused Securities as to all property and funds held by the Bank’s gross negligence or willful misconduct. If the Bank satisfies any Claim against the Debtor referred to in the foregoing clause (i) by charging the Deposit Account, the amount of the Secured Party’s maximum liability for reimbursement obligations under Section 6(b) will be reduced by the amount of the Claim so satisfied. (d) If the Secured Party fails to reimburse the Bank its hereunder for any amount under Section 6(b), the Secured Party will pay the Bank’s out-of-pocket owing it or allocable internal legal fees and expenses in collecting from the Secured Party the amount payable. (e) The Secured Party indemnifies the Bank against all other Claims incurred, sustained or payable by the Bank arising from the Bank following an Initial Instruction or a Disposition Instruction originated by the Secured Party, or from the Bank’s remittance of funds any predecessor Property Trustee pursuant to this Section 9(b)10.4, except with respect to funds held in trust for the extent directly caused by benefit of the Bank’s gross negligence or willful misconduct,Holders of particular Securities. The provisions of this Section shall survive the termination of this Declaration.

Indemnification and Reimbursement. (a) The Debtor indemnifies Agent shall not be required to take any action hereunder or to prosecute or defend any suit in respect of this Credit Agreement or the Bank against all Claims incurred, sustained or payable other Loan Documents unless indemnified to the Agent's satisfaction by the Bank Banks against loss, cost, liability and expense. If any indemnity furnished to the Agent shall become impaired, it may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the Banks agree to indemnify the Agent (to the extent not reimbursed by the Borrower), ratably according to the respective principal amounts of the Notes then held by each of them (or if no Notes are at the time outstanding, ratably according to either (i) the respective amounts of their Commitments, or if no Commitments are outstanding, (ii) the respective amounts of the Commitments immediately prior to the time the Commitments ceased to be outstanding), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Credit Agreement except to the extent directly caused or any action taken or omitted by the Bank’s Agent under this Credit Agreement or the other Loan Documents (including, without limitation, any action taken or omitted under Article II of this Credit Agreement); provided, that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's gross negligence or willful misconduct. (b) The Secured Party . EACH BANK AGREES, HOWEVER, THAT IT EXPRESSLY INTENDS, UNDER THIS SECTION 9.5, TO INDEMNIFY THE AGENT RATABLY AS AFORESAID FOR ALL SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS ARISING OUT OF OR RESULTING FROM THE AGENT'S ORDINARY OR CONTRIBUTORY NEGLIGENCE. Without limitation of the foregoing, each Bank agrees to reimburse the Bank Agent promptly upon demand for any charge against the Deposit Account under Section 5(b) for which there were insufficient funds in the Deposit Account to satisfy the charge. Such reimbursement will be limited to the aggregate amount transferred from the Deposit Account as a result its ratable share of the Bank’s acting upon Disposition Instructions originated by the Secured Party or pursuant to Section 9(b). Any demand by the Bank for reimbursement GENERAL TERMS FOR THE DEPOSIT ACCOUNT CONTROL AGREEMENT 4 must be made within the number of days after the termination of this Agreement set forth in the Specific Terms. The Bank may not make a Claim for reimbursement under this subsection unless (i) the Debtor fails to satisfy the Claim within 15 days after the Bank makes a demand on the Debtor under Section 6(a) or (ii) the Bank is enjoined, stayed or prohibited by operation of law from making the demand on the Debtor. (c) The Secured Party’s reimbursement obligations under Section 6(b) will not apply to (i) a charge for reimbursement of or indemnification for any out-of-pocket or allocable internal legal fees and expenses (including reasonable counsel fees) incurred by the Bank Agent in connection with any claim the preparation, execution, administration, or defense by enforcement of, or legal advice in respect of rights or responsibilities under, this Credit Agreement and the Bank against the Secured Party relating to this Agreement or (ii) the amount of any loss incurred by the Bank other Loan Documents to the extent directly caused that the Agent is not reimbursed for such expenses by the Bank’s gross negligence Borrower. The provisions of this Section 9.5 shall survive the termination of Credit Agreement and/or the payment or willful misconduct. If the Bank satisfies assignment of any Claim against the Debtor referred to in the foregoing clause (i) by charging the Deposit Account, the amount of the Secured Party’s maximum liability for reimbursement obligations under Section 6(b) will be reduced by the amount of the Claim so satisfiedObligations. (d) If the Secured Party fails to reimburse the Bank for any amount under Section 6(b), the Secured Party will pay the Bank’s out-of-pocket or allocable internal legal fees and expenses in collecting from the Secured Party the amount payable. (e) The Secured Party indemnifies the Bank against all other Claims incurred, sustained or payable by the Bank arising from the Bank following an Initial Instruction or a Disposition Instruction originated by the Secured Party, or from the Bank’s remittance of funds pursuant to Section 9(b), except to the extent directly caused by the Bank’s gross negligence or willful misconduct,

Indemnification and Reimbursement. (a) The Debtor indemnifies Seller and Xxxxx, jointly and severally, shall indemnify, defend and hold harmless Purchaser from and against, and shall reimburse Purchaser for, any Damages (as hereinafter defined) which may be sustained, suffered or incurred by Purchaser, whether as a result of third-party claims or otherwise, and which arise from or in connection with or are attributable to (i) the Bank against all Claims incurredbreach of any of representations, sustained warranties or payable covenants of Seller contained in this Agreement, (ii) the ownership and operation of the Acquired Assets before the Transfer Date, (iii) any Excluded Liability, (iv) Taxes for which Purchaser or any Affiliate of Purchaser may become liable with respect to income earned but not received by the Bank arising out Purchaser or any Affiliate of this Agreement except Purchaser with respect to the extent directly caused Factored Receivables or (v) all Receivables as set forth in the Receivables Transfer Report, net of reserves and allowances as set forth in the Interim Balance Sheet, are not collected within 45 days after their due date or within 45 days after the Closing Date, whichever is later. This indemnity shall survive the Closing for a period of eighteen months after the Closing Date except that with respect to claims arising as a result of a breach or alleged breach of the representations and warranties in Section 3.15, it shall survive without limitation as to time and that with respect to claims arising as a result of a breach or alleged breach of the representations and warranties in Section 3.19 or pursuant to the preceding clause (iv), it shall survive until three months after the expiration of the statute of limitations with respect to each Tax at issue. Any claim for indemnity asserted within the relevant period shall survive until resolved. The indemnity provided in this Section 7.1(a) shall be the sole and exclusive remedy of Purchaser and Parent against Seller and Xxxxx except in the case of fraud. It being understood that any adjustments to the Purchase Price pursuant to Section 2.3(c) shall not be limited by the Bank’s gross negligence or willful misconductthis Section 7.1(a). (b) The Secured Party agrees to Purchaser and Parent, jointly and severally, shall indemnify, defend and hold harmless Seller from and against, and shall reimburse the Bank for Seller for, any charge against the Deposit Account under Section 5(b) for Damages which there were insufficient funds in the Deposit Account to satisfy the charge. Such reimbursement will may be limited to the aggregate amount transferred from the Deposit Account sustained, suffered or incurred by Seller, whether as a result of the Bank’s acting upon Disposition Instructions originated by the Secured Party third-party claims or pursuant otherwise, and which arise from or in connection with or are attributable to Section 9(b). Any demand by the Bank for reimbursement GENERAL TERMS FOR THE DEPOSIT ACCOUNT CONTROL AGREEMENT 4 must be made within the number of days after the termination of this Agreement set forth in the Specific Terms. The Bank may not make a Claim for reimbursement under this subsection unless (i) the Debtor fails to satisfy breach of any of the Claim within 15 days after the Bank makes a demand on the Debtor under Section 6(a) or representations, warranties and covenants of Purchaser contained in this Agreement, (ii) the Bank is enjoined, stayed or prohibited by ownership and operation of law from making the demand Acquired Assets on and after the DebtorTransfer Date or (iii) any Assumed Liability. This indemnity shall survive the Closing for a period of eighteen months after the Closing Date. Any claim for indemnity asserted within the relevant period shall survive until resolved. The indemnity provided in this Section 7.1(b) shall be the sole and exclusive remedy of Seller and Xxxxx and against Purchaser and Parent except in the case of fraud. (c) The Secured Party’s reimbursement obligations under Section 6(b) will not apply to (i) a charge for reimbursement As used herein, the term "Damages" means the dollar amount of any loss, damage, expense or indemnification for any out-of-pocket or allocable internal legal liability, including, without limitation, reasonable attorneys' fees and expenses disbursements incurred by an Indemnified Party in any action or proceeding between the Bank indemnified party and the indemnifying party or between the Indemnified Party and a third party, which is determined to have been sustained, suffered or incurred by a party and to have arisen from or in connection with any claim an event or defense state of facts which is subject to indemnification under this Agreement. The amount of Damages shall be the amount finally determined by a court of competent jurisdiction (after the exhausting of all appeals) or the amount agreed to upon settlement in accordance with the terms of this Agreement, if a third-party claim, or by the Bank parties, if a direct claim of one party against the Secured Party relating to this Agreement or (ii) the amount of any loss incurred by the Bank to the extent directly caused by the Bank’s gross negligence or willful misconduct. If the Bank satisfies any Claim against the Debtor referred to in the foregoing clause (i) by charging the Deposit Account, the amount of the Secured Party’s maximum liability for reimbursement obligations under Section 6(b) will be reduced by the amount of the Claim so satisfiedanother. (d) If the Secured Party fails to reimburse the Bank for any amount under Section 6(b), the Secured Party will pay the Bank’s out-of-pocket or allocable internal legal fees and expenses in collecting from the Secured Party the amount payable. (e) The Secured Party indemnifies the Bank against all other Claims incurred, sustained or payable by the Bank arising from the Bank following an Initial Instruction or a Disposition Instruction originated by the Secured Party, or from the Bank’s remittance of funds pursuant to Section 9(b), except to the extent directly caused by the Bank’s gross negligence or willful misconduct,

Indemnification and Reimbursement. (a) The Debtor indemnifies Agent shall not be required to take any action hereunder or to prosecute or defend any suit in respect of this Credit Agreement or the Bank against all Claims incurred, sustained or payable other Loan Documents unless indemnified to the Agent's satisfaction by the Bank Banks against loss, cost, liability and expense. If any indemnity furnished to the Agent shall become impaired, it may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the Banks agree to indemnify the Agent (to the extent not reimbursed by the Borrower), ratably according to the respective principal amounts of the Notes then held by each of them (or if no Notes are at the time outstanding, ratably according to either (i) the respective amounts of their Commitments, or if no Commitments are outstanding, (ii) the respective amounts of the Commitments immediately prior to the time the Commitments ceased to be outstanding), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Credit Agreement except to the extent directly caused or any action taken or omitted by the Bank’s Agent under this Credit Agreement or the other Loan Documents (including, without limitation, any action taken or omitted under Article II of this Credit Agreement); provided, that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's gross negligence or willful misconduct. (b) The Secured Party . Each Bank agrees, however, that it expressly intends, under this Section 9.5, to indemnify the Agent ratably as aforesaid for all such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements arising out of or resulting from the Agent's ordinary or contributory negligence. Without limitation of the foregoing, each Bank agrees to reimburse the Bank Agent promptly upon demand for any charge against the Deposit Account under Section 5(b) for which there were insufficient funds in the Deposit Account to satisfy the charge. Such reimbursement will be limited to the aggregate amount transferred from the Deposit Account as a result its ratable share of the Bank’s acting upon Disposition Instructions originated by the Secured Party or pursuant to Section 9(b). Any demand by the Bank for reimbursement GENERAL TERMS FOR THE DEPOSIT ACCOUNT CONTROL AGREEMENT 4 must be made within the number of days after the termination of this Agreement set forth in the Specific Terms. The Bank may not make a Claim for reimbursement under this subsection unless (i) the Debtor fails to satisfy the Claim within 15 days after the Bank makes a demand on the Debtor under Section 6(a) or (ii) the Bank is enjoined, stayed or prohibited by operation of law from making the demand on the Debtor. (c) The Secured Party’s reimbursement obligations under Section 6(b) will not apply to (i) a charge for reimbursement of or indemnification for any out-of-pocket or allocable internal legal fees and expenses (including reasonable counsel fees) incurred by the Bank Agent in connection with any claim the preparation, execution, administration, or defense by enforcement of, or legal advice in respect of rights or responsibilities under, this Credit Agreement and the Bank against the Secured Party relating to this Agreement or (ii) the amount of any loss incurred by the Bank other Loan Documents to the extent directly caused that the Agent is not reimbursed for such expenses by the Bank’s gross negligence Borrower. The provisions of this Section 9.5 shall survive the termination of Credit Agreement and?or the payment or willful misconduct. If the Bank satisfies assignment of any Claim against the Debtor referred to in the foregoing clause (i) by charging the Deposit Account, the amount of the Secured Party’s maximum liability for reimbursement obligations under Section 6(b) will be reduced by the amount of the Claim so satisfiedObligations. (d) If the Secured Party fails to reimburse the Bank for any amount under Section 6(b), the Secured Party will pay the Bank’s out-of-pocket or allocable internal legal fees and expenses in collecting from the Secured Party the amount payable. (e) The Secured Party indemnifies the Bank against all other Claims incurred, sustained or payable by the Bank arising from the Bank following an Initial Instruction or a Disposition Instruction originated by the Secured Party, or from the Bank’s remittance of funds pursuant to Section 9(b), except to the extent directly caused by the Bank’s gross negligence or willful misconduct,

Indemnification and Reimbursement. 3.2.2.1 If, notwithstanding Section 3.2.1, any Specified Credit Support Instruments with respect to any Individual Portfolio remain in effect as of the Closing Date with respect to such Individual Portfolio, and Seller nevertheless wishes to proceed with the applicable Closing, then: (a) The Debtor indemnifies Buyer will diligently seek to replace each applicable Specified Credit Support Instrument and, in connection therewith, with respect to any Specified Credit Support Instrument represented by a letter of credit or guarantee, Buyer shall (or shall cause the Bank against all Claims incurredapplicable beneficiary thereof to) use commercially reasonable efforts to return such Specified Credit Support Instrument to SunPower Corporation or the applicable issuer of such Specified Credit Support Instrument, sustained or payable as applicable, together with a cancellation request executed by the Bank arising out of this Agreement except to the extent directly caused by the Bank’s gross negligence or willful misconductapplicable beneficiary thereof. (b) The Secured Party agrees (i) If a beneficiary of any Specified Credit Support Instrument with respect to which SunPower Corporation or its Affiliates (excluding the Acquired Project Entities) has not been released as of the applicable Closing Date draws or collects on any such Specified Credit Support Instrument or SunPower Corporation and/or its Affiliates (excluding the -31- MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (PROJECT BANG) Acquired Portfolio Entities), as applicable, incur a cost or expense on account of any such Specified Credit Support Instrument and (ii) the event or condition giving rise to such drawing or demand under any such Specified Credit Support Instrument has occurred after the Closing Date with respect to the applicable Individual Portfolio, Buyer shall, within 30 calendar days after Seller notifies Buyer in writing of such drawing or payment, reimburse SunPower Corporation and/or such Affiliate thereof, as applicable, for the amount of a drawing or payment under such Specified Credit Support Instrument paid or incurred by SunPower Corporation and/or such Affiliates, as applicable, in connection with such Specified Credit Support Instrument. Notwithstanding anything to the contrary provided herein, if the event or condition giving rise to such drawing or demand under any such Specified Credit Support Instrument has occurred before the Closing Date for the applicable Individual Portfolio, Buyer shall not be responsible for any such cost, expense or loss arising under such Specified Credit Support Instrument and all such costs, expenses or losses shall be borne solely by Seller, SunPower Corporation and/or its applicable Affiliates. To the extent that any such payment or reimbursement is not made as provided above within 30 calendar days after Seller notifies Buyer in writing of such drawing or payment recoverable pursuant to the first sentence of this Section 3.2.2.1(b), such drawing or payment shall bear interest (y) in respect of any Specified Credit Support Instrument that accrues interest, at the rate per annum at which such Specified Credit Support Instrument accrues interest or (z) in respect of any Specified Credit Support Instrument that does not accrue interest, at a rate of 3.5% per annum, in either case, from the date that Buyer shall have been obligated to reimburse SunPower Corporation and/or its Affiliates under this Section 3.2.2.1(b) through the Bank date of payment. Buyer shall indemnify SunPower Corporation and/or its applicable Affiliates for any charge against reasonable and documented expenses incurred by SunPower Corporation and/or its Affiliates solely in connection with enforcing Buyer’s obligation to make any reimbursement that is required but not timely made pursuant to this Section 3.2.2.1(b). 3.2.2.2 If any Specified Contractual Credit Support Obligations with respect to any Individual Portfolio remain in effect as of the Deposit Account under Section 5(b) for which there were insufficient funds in Closing Date with respect to such Individual Portfolio, and Seller and Buyer proceed with the Deposit Account to satisfy the charge. Such reimbursement will be limited applicable Closing, then, solely to the aggregate amount transferred extent permitted by the applicable Lease Documents in respect of the Individual Portfolio to which such Specified Contractual Support Obligations relate: (a) If SunPower Systems or SunPower Corporation, as applicable, is obligated to perform any obligations under such Specified Contractual Credit Support Obligation, incurs a cost or expense on account of such Specified Contractual Credit Support Obligation or the counterparty to any Contract evidencing such Specified Contractual Credit Support Obligation collects a payment under such Specified Contractual Credit Support Obligation directly from SunPower Systems or SunPower Corporation, as applicable (excluding any applicable Acquired Portfolio Entity), in each case with respect to any event or condition giving rise to such obligation of SunPower Systems or SunPower Corporation, as applicable arising after the Deposit Account applicable Closing Date and as a result of the Bank’s acting upon Disposition Instructions originated a default by the Secured Party or pursuant to Section 9(b). Any demand by the Bank for reimbursement GENERAL TERMS FOR THE DEPOSIT ACCOUNT CONTROL AGREEMENT 4 must be made applicable Project SPE, which has not been cured within the number of days after the termination of this Agreement set forth in the Specific Terms. The Bank may not make a Claim for reimbursement applicable cure period under this subsection unless the applicable Material Contract, then SunPower Systems or SunPower Corporation, as applicable, shall be entitled to seek (i) subject to the Debtor fails to satisfy immediately following sentence, compensation for such performance (on a time and materials basis in accordance with the Claim within 15 days after the Bank makes a demand on the Debtor under Section 6(athen-prevailing rates of SunPower Systems or SunPower Corporation, as applicable) or (ii) reimbursement for such payment solely against the Bank Acquired Portfolio Entity that is enjoinedSunPower -32- MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (PROJECT BANG) Systems’ or SunPower Corporation’s co-obligor under the Contract evidencing such Specified Contractual Credit Support Obligation, stayed as applicable. In the case of the performance of any obligations by SunPower Systems or prohibited SunPower Corporation (other than any payment obligation and any obligation to perform any actions that are reasonably required to prevent, mitigate or respond to an emergency or to a condition that implicates the safety or security of the applicable Project) (x) SunPower Systems or SunPower Corporation, as applicable, shall first provide to the Acquired Portfolio Entity that is SunPower Systems’ or SunPower Corporation’s co-obligor under the Contract evidencing such Specified Contractual Credit Support Obligation a written proposal (1) describing in reasonable detail the obligations that SunPower Systems or SunPower Corporation, as applicable, intends to perform and (2) including a proposed budget for such performance, (y) if such Acquired Project Entity accepts such proposal or does not respond to such proposal within ten (10) days after such Acquired Project Entity has received such proposal, SunPower Systems or SunPower Corporation, as applicable, shall be entitled to perform the applicable obligations and to be compensated for such performance in accordance with the budget included in such proposal, and (z) if such Acquired Project Entity rejects such proposal (1) neither SunPower Systems nor SunPower Corporation shall be entitled to perform the applicable obligations and (2) such Acquired Project Entity shall defend, indemnify and hold harmless SunPower Systems and SunPower Corporation from and against all Damages incurred by operation SunPower Systems or SunPower Corporation and asserted by the applicable Power Purchaser directly resulting from the failure to perform such obligations under the applicable PPA. Notwithstanding anything to the contrary provided herein, if the event or condition giving rise to a demand for payment against SunPower Systems or SunPower Corporation, as applicable, under any such Specified Contractual Credit Support Obligation has occurred before the Closing Date for the applicable Individual Portfolio, then SunPower Systems’ or SunPower Corporation’s co-obligor under the Contract evidencing such Specified Contractual Credit Support Obligation shall not be responsible for such payment, cost or expense under such Specified Contractual Credit Support Obligation and all such costs, expenses or losses shall be borne solely by SunPower Systems or SunPower Corporation, as applicable, and/or its applicable Affiliates. To the extent that any such payment or reimbursement is not made as provided above within 30 calendar days after SunPower Systems or SunPower Corporation, as applicable, notifies the applicable Acquired Portfolio Entity in writing of law such payment or reimbursement recoverable pursuant to the first sentence of this Section 3.2.2.2(a), such payment or reimbursement shall bear interest at a rate of 3.5% per annum from making the demand on end of such 30 calendar day period through the Debtordate of payment. Solely to the extent permitted by the applicable Lease Documents, the Acquired Portfolio Entity that is SunPower Systems’ or SunPower Corporation’s co-obligor under the Contract evidencing the applicable Specified Contractual Credit Support Obligation shall indemnify SunPower Systems or SunPower Corporation, as applicable, for any reasonable and documented expenses incurred by SunPower Systems or SunPower Corporation, as applicable solely in connection with enforcing such Acquired Portfolio Entity’s obligation to make any payment or reimbursement that is required but not timely made pursuant to this Section 3.2.2.2(a). (cb) The Secured Party’s reimbursement With respect to the MetLife Project and the Regions Bank Project, following the Closing Date for such Individual Portfolio, not later than the date on which a Replacement Service Provider (as defined in the Side Letter) enters into replacement agreements in respect of the O&M Agreements relating to such Individual Portfolio, Buyer shall cause MetLife Holdco and Regions Bank Holdco to provide a guarantee, on a joint and several basis, in the form -33- MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (PROJECT BANG) of the Buyer Parent Guaranty (with the necessary changes, including with respect to the nature of obligations, guarantor, beneficiary and limitations of liability), to SunPower Systems and/or SunPower Corporation, as applicable, backstopping the obligations of the applicable Portfolio Entities under Section 6(b3.2.2.2(a). The aggregate limitation of liability under all guarantees that are provided in connection with this Section 3.2.2.2(b) will not apply to shall be $20,000,000. 3.2.2.3 Solar Star California XLIV, LLC (i) a charge has fully funded the Pearblossom CfD Reserve for reimbursement the benefit of or indemnification for any out-of-pocket or allocable internal legal fees the applicable Lessor and expenses incurred by the Bank in connection with any claim or defense by the Bank against the Secured Party relating to this Agreement or (ii) is currently negotiating (A) with the amount applicable Power Purchaser, an amendment to the PPA to which Solar Star California XLIV, LLC is a party, as described in more detail on Part B of any loss incurred by Schedule 4.6 and (B) with the Bank applicable Lessor, to the extent directly caused by such PPA amendment is executed, an amendment to eliminate the Bank’s gross negligence or willful misconductrequirement of Solar Star California XLIV, LLC to maintain the Pearblossom CfD Reserve. If To the Bank satisfies any Claim against extent such proposed amendments have not been executed prior to the Debtor referred Closing Date with respect to in the foregoing clause (i) by charging the Deposit AccountXxxxx Fargo project, the amount of the Secured Party’s maximum liability for reimbursement obligations under Section 6(b) will be reduced by the amount of the Claim so satisfied.then: (da) If Buyer shall (and shall cause any applicable Acquired Portfolio Entity to) use commercially reasonable efforts to, at the Secured Party fails sole cost and expense of Seller, take such action as Seller shall reasonably request from time to reimburse time to implement the Bank for any amount under proposed amendments described in this Section 6(b), the Secured Party will pay the Bank’s out-of-pocket or allocable internal legal fees and expenses in collecting from the Secured Party the amount payable3.2.2. (e) The Secured Party indemnifies the Bank against all other Claims incurred, sustained or payable by the Bank arising from the Bank following an Initial Instruction or a Disposition Instruction originated by the Secured Party, or from the Bank’s remittance of funds pursuant to Section 9(b), except to the extent directly caused by the Bank’s gross negligence or willful misconduct,

Indemnification and Reimbursement. (a) The Debtor Servicer, at any time before the Outside Time, or Secured Party, at any time after the Outside Time (such party, at the respective time, referred to as the “Indemnifying Party”) indemnifies the Bank and its officers, directors, employees, shareholders and agents against all Claims incurred, sustained or payable by the Bank and its officers, directors, employees, shareholders and agents arising out of this Agreement except to the extent directly caused by the Bank’s gross negligence or willful misconduct. (b) The Secured Party agrees to reimburse the Bank for any charge against the Deposit Account under Section 5(b) for which there were insufficient funds in the Deposit Account to satisfy the charge. Such reimbursement will be limited to the aggregate amount transferred from the Deposit Account as a result of the Bank’s acting upon Disposition Instructions originated by the Secured Party or pursuant to Section 9(b). Any demand by the Bank for reimbursement GENERAL TERMS FOR THE DEPOSIT ACCOUNT CONTROL AGREEMENT 4 must be made within the number of days after the termination of this Agreement set forth in the Specific Terms. The Bank may not make a Claim for reimbursement under this subsection unless (i) the Debtor Servicer fails to satisfy the Claim within 15 days after the Bank makes a demand on the Debtor Servicer under Section 6(a) ), if before the Initial Instruction is given or (ii) the Bank is enjoined, stayed or prohibited by operation of law from making the demand on the DebtorServicer before the Initial Instruction is given. (c) The Secured Party’s reimbursement obligations under Section 6(b) will not apply to (i) a charge for reimbursement of or indemnification for any out-of-pocket or allocable internal or external legal fees and expenses incurred by the Bank in connection with any claim or defense by the Bank against the Secured Party relating to this Agreement (without limiting any rights of the Bank to such amounts under any other provision of this Agreement) or (ii) the amount of any loss incurred by the Bank to the extent directly caused by the Bank’s gross negligence or willful misconduct. If the Bank satisfies any Claim against the Debtor or Servicer referred to in the foregoing clause (i) by charging the Deposit Account, the amount of the Secured Party’s maximum liability for reimbursement obligations under Section 6(b) will be reduced by the amount of the Claim so satisfied. (d) If the Secured Party fails to reimburse the Bank for any amount under Section 6(b), the Secured Party will pay the Bank’s out-of-pocket or allocable internal and external legal fees and expenses in collecting from the Secured Party the amount payable. (e) The Secured Party indemnifies the Bank and its officers, directors, employees, shareholders and agents against all other Claims incurred, sustained or payable by the Bank arising from the Bank following an Initial Instruction or a Disposition Instruction or Investment Direction originated by the Secured Party, or from the Bank’s remittance of funds pursuant to Section 9(b), except to the extent directly caused by the Bank’s gross negligence or willful misconduct,.

Indemnification and Reimbursement. (a) The Debtor indemnifies the Bank Parties shall jointly and severally indemnify, defend and hold harmless Escrow Agent from and against any and all Claims incurredlosses, sustained or payable by the Bank arising out of this Agreement except to the extent directly caused by the Bank’s gross negligence or willful misconduct. (b) The Secured Party agrees to reimburse the Bank for any charge against the Deposit Account under Section 5(b) for which there were insufficient funds in the Deposit Account to satisfy the charge. Such reimbursement will be limited to the aggregate amount transferred from the Deposit Account as a result of the Bank’s acting upon Disposition Instructions originated by the Secured Party or pursuant to Section 9(b). Any demand by the Bank for reimbursement GENERAL TERMS FOR THE DEPOSIT ACCOUNT CONTROL AGREEMENT 4 must be made within the number of days after the termination of this Agreement set forth in the Specific Terms. The Bank may not make a Claim for reimbursement under this subsection unless (i) the Debtor fails to satisfy the Claim within 15 days after the Bank makes a demand on the Debtor under Section 6(a) or (ii) the Bank is enjoineddamages, stayed or prohibited by operation of law from making the demand on the Debtor. (c) The Secured Party’s reimbursement obligations under Section 6(b) will not apply to (i) a charge for reimbursement of or indemnification for any liabilities and reasonable and documented out-of-pocket costs or allocable internal legal fees and expenses incurred by the Bank in connection with any claim or defense by the Bank against the Secured Party relating to this Agreement or (ii) the amount of any loss incurred by the Bank to the extent directly caused by the Bank’s gross negligence or willful misconduct. If the Bank satisfies any Claim against the Debtor referred to in the foregoing clause (i) by charging the Deposit Accountincluding, without limitation, the amount of the Secured Party’s maximum liability for reimbursement obligations under Section 6(b) will be reduced by the amount of the Claim so satisfied. (d) If the Secured Party fails to reimburse the Bank for any amount under Section 6(b), the Secured Party will pay the Bank’s reasonable and documented out-of-pocket or allocable internal legal fees and reasonable and documented out-of-pocket expenses of one outside counsel) (collectively, “Losses”), arising out of or in collecting from the Secured Party the amount payable. connection with (ea) The Secured Party indemnifies the Bank against all other Claims incurred, sustained or payable by the Bank arising from the Bank following an Initial Instruction or a Disposition Instruction originated by the Secured Party, or from the BankEscrow Agent’s remittance performance of funds pursuant to Section 9(b)this Agreement, except to the extent directly that such Losses are determined by a court of competent jurisdiction through a final order to have been caused by the Bank’s fraud, gross negligence negligence, or willful misconduct,, of the Escrow Agent and (b) Escrow Agent’s following any instructions or other directions from the Parties (including, for the avoidance of doubt, any instructions or other directions set forth in a Joint Direction or Release Order) received in accordance with this Agreement. It is understood and agreed that the Escrow Agent does not have a contractual right of set off or a contractual security interest under the Agreement; provided, however, that nothing herein shall be construed as a waiver of any statutory or common law rights to which the Escrow Agent may otherwise be entitled with respect thereto. Notwithstanding anything to the contrary herein, each of Parent and the Representative hereby agree between themselves that any obligation for indemnification under this Section 8 shall be borne by Parent or the Representative, as determined by a court of competent jurisdiction to be responsible for causing the Losses, fees or expenses against which Escrow Agent is entitled to indemnification or payment or, if no such determination is made, then to each pay fifty percent (50%) of any such indemnification claims or payments. The provisions set forth in this Section 8 shall survive the resignation, replacement or removal of Escrow Agent or the termination of this Agreement.

Indemnification and Reimbursement. (a) The Debtor indemnifies Neither Agent shall be --------------------------------- required to take any action hereunder or to prosecute or defend any suit in respect of this Credit Agreement or the Bank against all Claims incurred, sustained or payable other Loan Documents unless indemnified to such Agent's satisfaction by the Bank Banks against loss, cost, liability and expense. If any indemnity furnished to either of the Agents shall become impaired, such Agent may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the Banks agree to indemnify each of the Agents (to the extent not reimbursed by Borrower), ratably according to the respective principal amounts of the Notes then held by each of them (or if no Notes are at the time outstanding, ratably according to either (i) the respective amounts of their Commitments, or if no Commitments are outstanding, the respective amounts of the Commitments immediately prior to the time the Commitments ceased to be outstanding), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against either of the Agents in any way relating to or arising out of this Credit Agreement except to or any action taken or omitted by such Agent under this Credit Agreement or the extent directly caused by the Bank’s other Loan Documents (including, without limitation, any action taken or omitted under Article II of this Credit Agreement); provided, that no ---------- -------- Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent's gross negligence or willful misconduct. (b) The Secured Party . EACH BANK AGREES, HOWEVER, THAT IT EXPRESSLY INTENDS, UNDER THIS SECTION 8.05, TO ------------ INDEMNIFY THE AGENTS RATABLY AS AFORESAID FOR ALL SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS ARISING OUT OF OR RESULTING FROM SUCH AGENT'S ORDINARY OR CONTRIBUTORY NEGLIGENCE. Without limitation of the foregoing, each Bank agrees to reimburse the Bank for any charge against the Deposit Account under Section 5(b) for which there were insufficient funds in the Deposit Account to satisfy the charge. Such reimbursement will be limited to the aggregate amount transferred from the Deposit Account as a result each of the Bank’s acting Agents promptly upon Disposition Instructions originated by the Secured Party or pursuant to Section 9(b). Any demand by the Bank for reimbursement GENERAL TERMS FOR THE DEPOSIT ACCOUNT CONTROL AGREEMENT 4 must be made within the number such Agent's ratable share of days after the termination of this Agreement set forth in the Specific Terms. The Bank may not make a Claim for reimbursement under this subsection unless (i) the Debtor fails to satisfy the Claim within 15 days after the Bank makes a demand on the Debtor under Section 6(a) or (ii) the Bank is enjoined, stayed or prohibited by operation of law from making the demand on the Debtor. (c) The Secured Party’s reimbursement obligations under Section 6(b) will not apply to (i) a charge for reimbursement of or indemnification for any out-of-pocket or allocable internal legal fees and expenses (including reasonable counsel fees) incurred by the Bank such Agent in connection with any claim the preparation, execution, administration, or defense by enforcement of, or legal advice in respect of rights or responsibilities under, this Credit Agreement and the Bank against the Secured Party relating to this Agreement or (ii) the amount of any loss incurred by the Bank other Loan Documents to the extent directly caused that such Agent is not reimbursed for such expenses by Borrower. The provisions of this Section ------- 8.05 shall survive the Bank’s gross negligence termination of Credit Agreement and/or the payment or willful misconduct. If the Bank satisfies ---- assignment of any Claim against the Debtor referred to in the foregoing clause (i) by charging the Deposit Account, the amount of the Secured Party’s maximum liability for reimbursement obligations under Section 6(b) will be reduced by the amount of the Claim so satisfiedObligations. (d) If the Secured Party fails to reimburse the Bank for any amount under Section 6(b), the Secured Party will pay the Bank’s out-of-pocket or allocable internal legal fees and expenses in collecting from the Secured Party the amount payable. (e) The Secured Party indemnifies the Bank against all other Claims incurred, sustained or payable by the Bank arising from the Bank following an Initial Instruction or a Disposition Instruction originated by the Secured Party, or from the Bank’s remittance of funds pursuant to Section 9(b), except to the extent directly caused by the Bank’s gross negligence or willful misconduct,

Indemnification and Reimbursement. 12.1 Subject to the limitations hereinafter set forth, Seller agrees to defend, indemnify and hold harmless Buyer and its successors and assigns against and in respect of any and all loss or damage and related expenses (including reasonable attorneys fees) incurred by Buyer resulting from (a) The Debtor indemnifies the Bank against all Claims incurred, sustained any misrepresentation or payable breach of warranty by the Bank arising out Seller made as part of or contained in this Agreement or in any schedule, certificate or document executed or delivered in connection with this Agreement or the transaction contemplated hereby or thereby; or (b) any failure by Seller to perform or otherwise fulfill any agreement, covenant or obligation hereunder (the "Indemnifiable Matters"). Buyer agrees to notify Seller promptly in writing of the occurrence or happening of any event or matter with respect to which Buyer has the right to indemnification hereunder. In the event Buyer or any of its affiliates is a party to any action, suit or proceeding with respect to which Buyer intends to seek indemnification hereunder, Seller shall have the right, exercisable by notifying Buyer within twenty days after receipt of such notice from Buyer to assume the entire control of the defense, compromise, or settlement thereof, all at Seller's expense, including employment of counsel, and in connection therewith Buyer shall cooperate fully to make available to Seller all pertinent information under its control. Buyer may, at its expense if it so elects, designate its own counsel to participate with counsel designated by Seller in the conduct of such defense. If the defense of any such Indemnifiable Matter is tendered to Seller by notice as set forth above and Buyer is entitled to indemnification pursuant hereto with respect to such matter, and Seller declines or otherwise fails to (i) promptly pay or settle the same, or (ii) vigorously investigate and defend the same, Buyer may investigate and defend the same and Seller will reimburse Buyer for all judgments, settlement payments and reasonable expenses, including reasonable attorney's fees incurred and paid by it in connection therewith, provided that no settlement will be entered into without Seller's consent, which will not be unreasonably withheld. 12.2 Subject to the limitations hereinafter set forth, Buyer agrees to defend, indemnify and hold harmless Seller and its successors and assigns against and in respect to any and all loss or damage and related expenses (including reasonable attorneys fees) incurred by Seller resulting directly or indirectly from (a) any misrepresentation or breach of warranty by Buyer made as a part of or contained in this Agreement or in any schedule, certificate or document executed or delivered in connection with this Agreement or the transactions contemplated hereby or thereby; or (b) any failure by Buyer to perform or otherwise fulfill any agreement, covenant or obligation hereunder (the "Indemnifiable Matters"). Seller agrees to notify Buyer promptly in writing of the occurrence or happening of any event or manner with respect to which Seller has the right to seek indemnification hereunder, in the event Seller or any of its affiliates is a party to any action, suit or proceeding with respect to which Seller intends to seek indemnification hereunder, Buyer shall have the right, exercisable by notifying Seller within twenty days after receipt of such notice from Seller to assume the entire control of the defense, compromise or settlement thereof, all at Buyer's expense, including employment of counsel, and in connection therewith Seller shall cooperate fully to make available to Buyer all pertinent information under its control. Seller may, at its expense, if it so pleases, designate its own counsel to participate with counsel designated by Buyer in the conduct of such defense. If the defense of any such Indemnifiable Matter is tendered to Buyer by notice as set forth above and Seller is entitled to indemnification pursuant hereto with respect to such matter, and Buyer declines or otherwise fails to (i) promptly pay or settle the same, or (ii) vigorously investigate and defend the same, Seller may investigate and defend the same and Buyer will reimburse Seller for all judgments, settlement payments and reasonable expenses including reasonable attorneys fees, incurred and paid by it in connection therewith, provided that no settlement will be entered into without Buyer's consent, which will not be unreasonably withheld. 12.3 Notwithstanding the provisions of any other Section hereof, Buyer or Seller shall not be entitled to indemnification under any Section hereof except to the extent directly caused by that the Bank’s gross negligence or willful misconducttotal of all such indemnifications exceeds $110,000. (b) The Secured Party agrees to reimburse the Bank for any charge against the Deposit Account under Section 5(b) for which there were insufficient funds in the Deposit Account to satisfy the charge. Such reimbursement will be limited to the aggregate amount transferred from the Deposit Account as a result of the Bank’s acting upon Disposition Instructions originated by the Secured Party or pursuant to Section 9(b). Any demand by the Bank for reimbursement GENERAL TERMS FOR THE DEPOSIT ACCOUNT CONTROL AGREEMENT 4 must be made within the number of days after the termination of this Agreement set forth in the Specific Terms. The Bank may not make a Claim for reimbursement under this subsection unless (i) the Debtor fails to satisfy the Claim within 15 days after the Bank makes a demand on the Debtor under Section 6(a) or (ii) the Bank is enjoined, stayed or prohibited by operation of law from making the demand on the Debtor. (c) The Secured Party’s reimbursement obligations under Section 6(b) will not apply to (i) a charge for reimbursement of or indemnification for any out-of-pocket or allocable internal legal fees and expenses incurred by the Bank in connection with any claim or defense by the Bank against the Secured Party relating to this Agreement or (ii) the amount of any loss incurred by the Bank to the extent directly caused by the Bank’s gross negligence or willful misconduct. If the Bank satisfies any Claim against the Debtor referred to in the foregoing clause (i) by charging the Deposit Account, the amount of the Secured Party’s maximum liability for reimbursement obligations under Section 6(b) will be reduced by the amount of the Claim so satisfied. (d) If the Secured Party fails to reimburse the Bank for any amount under Section 6(b), the Secured Party will pay the Bank’s out-of-pocket or allocable internal legal fees and expenses in collecting from the Secured Party the amount payable. (e) The Secured Party indemnifies the Bank against all other Claims incurred, sustained or payable by the Bank arising from the Bank following an Initial Instruction or a Disposition Instruction originated by the Secured Party, or from the Bank’s remittance of funds pursuant to Section 9(b), except to the extent directly caused by the Bank’s gross negligence or willful misconduct,

Indemnification and Reimbursement. Purchaser and Seller covenant and agree, jointly and severally, to indemnify, defend, hold harmless, pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, directors, agents and employees (the “Indemnitees”) from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and expenses of outside counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively “Losses”), arising out of or in connection with (a) The Debtor indemnifies the Bank against all Claims incurred, sustained or payable by the Bank arising out Escrow Agent’s performance of this Agreement Agreement, except to the extent directly that such Losses are determined by a court of competent jurisdiction to have been caused by the Bank’s gross negligence or negligence, willful misconduct. , or bad faith of such Indemnitee; (b) The Secured Party agrees to reimburse the Bank for any charge against the Deposit Account under Section 5(b) for which there were insufficient funds in the Deposit Account to satisfy the charge. Such reimbursement will be limited to the aggregate amount transferred from the Deposit Account as a result of the BankEscrow Agent’s following, accepting or acting upon Disposition Instructions originated by the Secured any instructions or directions from any Party or pursuant to Section 9(b). Any demand by the Bank for reimbursement GENERAL TERMS FOR THE DEPOSIT ACCOUNT CONTROL AGREEMENT 4 must be made within the number of days after the termination of received in accordance with this Agreement set forth in the Specific Terms. The Bank may not make a Claim for reimbursement under this subsection unless (i) the Debtor fails to satisfy the Claim within 15 days after the Bank makes a demand on the Debtor under Section 6(a) or (ii) the Bank is enjoined, stayed or prohibited by operation of law from making the demand on the Debtor. Agreement; and (c) The Secured Party’s reimbursement obligations a breach of any representation or warranty made by any Party under Section 6(b) this Agreement. It is understood and agreed that the Escrow Agent does not have a contractual right of set-off or contractual security interest under this Agreement; provided, however, that nothing herein shall be construed as a waiver of any statutory or common law rights to which the Escrow Agent may otherwise be entitled with respect thereto. Each Party agrees that it will not apply to (i) a charge for reimbursement of or indemnification reimburse the other Party for any out-of-pocket payments or allocable internal legal reimbursements to the Escrow Agent or its affiliates made pursuant to this Section 7 (“Indemnification Payments”) and any reasonable and documented fees and expenses incurred by either Party related thereto, such that Purchaser and Seller each bear 50% of the Bank in connection with total cost of any claim Indemnification Payments and such fees and expenses; provided, that any Indemnification Payments or defense by the Bank against the Secured Party relating to fees and expenses related thereto that arise out of or result from a breach of this Agreement or (ii) the amount Purchase Agreement the breaching Party shall reimburse the other Party for 100% of the total cost of any loss incurred by the Bank to the extent directly caused by the Bank’s gross negligence or willful misconduct. If the Bank satisfies any Claim against the Debtor referred to in the foregoing clause (i) by charging the Deposit Account, the amount of the Secured Party’s maximum liability for reimbursement obligations under Section 6(b) will be reduced by the amount of the Claim so satisfied. (d) If the Secured Party fails to reimburse the Bank for any amount under Section 6(b), the Secured Party will pay the Bank’s out-of-pocket or allocable internal legal Indemnification Payments and such fees and expenses expenses. The obligations set forth in collecting from this Section 7 shall survive the Secured Party resignation, replacement or removal of Escrow Agent or the amount payabletermination of this Agreement. (e) The Secured Party indemnifies the Bank against all other Claims incurred, sustained or payable by the Bank arising from the Bank following an Initial Instruction or a Disposition Instruction originated by the Secured Party, or from the Bank’s remittance of funds pursuant to Section 9(b), except to the extent directly caused by the Bank’s gross negligence or willful misconduct,