the Project Uses in Definitions Clause

Definitions from Contribution Agreement

THIS CONTRIBUTION AGREEMENT (the "Agreement"), dated as of June 29, 2016 (the "Execution Date"), by and among SunPower AssetCo, LLC, a Delaware limited liability company ("AssetCo"), 8point3 Operating Company, LLC, a Delaware limited liability company (the "Contributor") and, solely for purposes of agreeing to its obligations set forth in Section 7.07, SunPower Corporation, a Delaware corporation ("Parent Guarantor" or "SunPower" and, together with AssetCo and the Contributor, each a "Party" and collectively, the "Parties"). Capitalized terms used herein shall have the meanings set forth in Article I hereof.

Definitions. In this Agreement (including the Preamble and Recitals hereof), the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and the plural forms of the terms defined): "8point3 Entities" means the Partnership and its Subsidiaries. "8point3 OpCo Holdings" has the meaning set forth in the Recitals. "Acquired Assets" has the meaning set forth in Section 3.11(a). "Acquired Companies" means the Company, the Project Holding Company and the Project Company. "Action" means any action, notice, claim, suit, arbitration, investigation, information, audit, request or proceeding by or before any arbitrator, court, or other Governmental Entity. "Affiliate" means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Notwithstanding anything in the foregoing to the contrary, for purposes of this Agreement, AssetCo and its Affiliates will not be deemed to be Affiliates of the 8point3 Entities hereunder, and vice versa. "Agreement" has the meaning set forth in the Preamble. "Amended and Restated Company LLC Agreement" has the meaning set forth in Section 2.04(a). "AssetCo" has the meaning set forth in the Preamble. "AssetCo Disclosure Schedule" means the disclosure schedule prepared and delivered by AssetCo to the Contributor as of the Execution Date. "AssetCo Group" has the meaning set forth in Section 7.03. "AssetCo Indemnified Taxes" means (i) all Tax liabilities attributable to the ownership, management and operation of the Acquired Companies or the ownership and operation of the Acquired Assets or the Business and incurred on or prior to the Execution Date (as determined under Section 10.02), including (a) any such Tax liabilities of AssetCo and its Affiliates (including the Acquired Companies and the Contributor) that may result from the consummation of the transactions contemplated by this Agreement, (b) any such Tax liabilities arising under Treasury Regulations Section 1.1502-6 and any similar provisions of state, local or foreign Law, by contract, as successor, transferee or otherwise, or which are attributable to having been a member of a consolidated, combined or unitary group, and (c) any Tax imposed on the Acquired Companies or the Contributor that results from the business or operation of any other Affiliate of AssetCo. "AssetCo Material Adverse Effect" means a Material Adverse Effect with respect to the Acquired Companies, taken as a whole, or a material adverse effect on the ability of AssetCo or its Affiliates to consummate the transactions contemplated by the Transaction Documents or to perform its material obligations under the Transaction Documents. "AssetCo Party" has the meaning set forth in Section 3.01. "AssetCo Specified Representations" means those representations and warranties made in Sections 3.01 (Organization; Qualification), 3.02 (Authority and Power), 3.03 (Valid and Binding Obligation), 3.06 (Issuance of Class B Interests), 3.07 (Capital Stock) and 3.21 (No Brokers). "Balance Sheet" has the meaning set forth in Section 3.08(a). "Board of Directors" has the meaning set forth in the Recitals. "Business" means the business of the Acquired Companies on the Execution Date. "Business Day" means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of New York shall not be regarded as a Business Day. "Cash Contribution" has the meaning set forth in Section 2.01(a). "Cash Grant" means any payment for specified energy property in lieu of tax credits under Section 1603 of Division B of the American Recovery and Reinvestment Act of 2009, P.L. 111-5, as amended, or any successor provision. "Charter Documents" means, with respect to any Person, all charter, organizational and other documents by which such Person (other than an individual) establishes its legal existence or which govern its internal affairs, and shall include: (a) in respect of a corporation, its certificate or articles of incorporation or association and its by-laws; (b) in respect of a general partnership, its statement of partnership existence, if any, and its partnership agreement; (c) in respect of a limited partnership, its certificate of limited partnership and its partnership agreement; and (d) in respect of a limited liability company, its certificate of formation and operating or limited liability company agreement. "Class A Interests" means 100% of the class A limited liability company interests of the Company. "Class B Interests" means 100% of the class B limited liability company interests of the Company. "C

Definitions from Hotel Management Agreement

THIS MANAGEMENT AGREEMENT (Agreement) is made and entered into as of September 1, 2001 (the Effective Date) by and between AP/APH SAN ANTONIO, L.P., a Delaware limited partnership, whose address is c/o Apollo Real Estate Advisors III, L.P., 1301 Avenue of the Americas, 38th Floor, New York, New York 10019 (the Owner), and WYNDHAM MANAGEMENT CORPORATION, a Delaware corporation, whose address is 1950 Stemmons Freeway, Suite 6001, Dallas, Texas 75207 (the Manager).

Definitions. As used herein, the following terms shall have the respective meanings indicated: Affiliate shall mean any person or entity that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with another person or entity. The term control shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise, and shall in any event include the ownership or power to vote fifty percent (50%) or more of the outstanding equity or voting interests, respectively, of such other person. Annual Plan shall mean an annual plan for the operation of the Project prepared by the Manager and approved by Owner in accordance with Section 6.1, consisting of the Operating Budget, Capital Improvements Budget and FF&E Budget and a description or narrative which shall reasonably describe the methods to be employed and the strategies to be adopted in order to achieve the results set forth in such Budgets. Asset Manager shall mean Edward Rohling, unless and until a successor asset manager is designated by Owner in a notice in writing to Manager, in which case it shall mean such successor. Average Monthly Base Fee shall mean (a) after this Agreement has been in effect for a period of at least twelve (12) calendar months, one-twelfth (1/12) of the total Base Fees for the twelve (12) full calendar months immediately preceding the event requiring a determination of the Average Monthly Base Fee or (b) prior to such time as this Agreement has been in effect for twelve (12) calendar months, the monthly average of the Base Fees for the number of full calendar months during which this Agreement has been in effect. Base Fee in respect of any period shall mean an amount equal to two percent (2%) of Gross Revenues for such period. Capital Improvements shall mean any and all major alterations and improvements to the Hotel and all major repairs and replacements to the structural, mechanical, electrical, HVAC, plumbing or vertical transportation elements of the Hotel other than certain non-routine repairs and maintenance to the Project which are normally capitalized under generally accepted accounting principles. Capital Improvements Budget shall mean each annual budget prepared by the Manager and approved by Owner as part of the Annual Plan, reflecting the estimated costs for all Capital Improvements which in the reasonable opinion of Manager are necessary to keep and maintain the Project during the applicable Operating Year in good condition and in keeping with the Operating Standards. Condemnation shall mean the acquisition of all or any portion of the Project by any Governmental Authority having the power of condemnation or eminent domain, by compulsory acquisition, conveyance in lieu of or under threat of condemnation or like procedure. Default Rate shall mean the lesser of (i) the Prime Rate plus four percent (4%) or (ii) the highest lawful rate permitted by applicable Legal Requirements. Executive Personnel shall mean all or any one of the following: general manager, assistant general manager, director of food and beverage, director of sales, director of marketing, controller and any other key executive of the Project designated by Manager. Force Majeure shall mean acts of God, war, insurrection, civil commotion, riots, strikes, lockouts, embargoes, shortages of labor or materials specified or reasonably necessary in connection with the construction, refurbishment, equipping, ownership or management of the Project, fire, unavoidable casualties, failure of any applicable Governmental Authority to issue required Governmental Permits and any other occurrence, event or condition beyond the reasonable control of Owner or Manager, whichever shall be applicable. FF&E shall mean all furniture, fixtures, furnishings and specialized equipment and systems (exclusive of Operating Equipment) necessary or customary (now or in the future) in the reasonable opinion of Manager in order to operate the Project in accordance with the terms of this Agreement and the Operating Standards, including but not limited to all equipment required for the operation of kitchens, laundries, dry cleaning facilities and bars, special lighting and other equipment, signs, carpets, drapes, shades, tapestries, pictures, paintings, beds, mattresses, chairs, desks, tables, sofas, wall coverings, televisions, radios, intercoms, telephones and office equipment and machinery. FF&E Budget shall mean each annual budget prepared by the Manager and approved by Owner as part of the Annual Plan, reflecting the estimated costs and expenses for all FF&E which in the reasonable opinion of Manager are necessary or customary in order to operate the Project during the applicable Operating Year in accordance with the terms of this Agreement and the Operating Standards. Governmental Authority shall mean th

Definitions from Management Agreement

THIS MANAGEMENT AGREEMENT (Agreement) is made and entered into as of September 1, 2001 (the Effective Date) by and between AP/APH PALM SPRINGS, L.P., a Delaware limited partnership, whose address is c/o Apollo Real Estate Advisors III, L.P., 1301 Avenue of the Americas, 38th Floor, New York, New York 10019 (the Owner), and WYNDHAM MANAGEMENT CORPORATION, a Delaware corporation, whose address is 1950 Stemmons Freeway, Suite 6001, Dallas, Texas 75207 (the Manager).

Definitions. As used herein, the following terms shall have the respective meanings indicated: Affiliate shall mean any person or entity that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with another person or entity. The term control shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise, and shall in any event include the ownership or power to vote fifty percent (50%) or more of the outstanding equity or voting interests, respectively, of such other person. Annual Plan shall mean an annual plan for the operation of the Project prepared by the Manager and approved by Owner in accordance with Section 6.1, consisting of the Operating Budget, Capital Improvements Budget and FF&E Budget and a description or narrative which shall reasonably describe the methods to be employed and the strategies to be adopted in order to achieve the results set forth in such Budgets. Asset Manager shall mean Edward Rohling, unless and until a successor asset manager is designated by Owner in a notice in writing to Manager, in which case it shall mean such successor. Average Monthly Base Fee shall mean (a) after this Agreement has been in effect for a period of at least twelve (12) calendar months, one-twelfth (1/12) of the total Base Fees for the twelve (12) full calendar months immediately preceding the event requiring a determination of the Average Monthly Base Fee or (b) prior to such time as this Agreement has been in effect for twelve (12) calendar months, the monthly average of the Base Fees for the number of full calendar months during which this Agreement has been in effect. Base Fee in respect of any period shall mean an amount equal to two percent (2%) of Gross Revenues for such period. Capital Improvements shall mean any and all major alterations and improvements to the Hotel and all major repairs and replacements to the structural, mechanical, electrical, HVAC, plumbing or vertical transportation elements of the Hotel other than certain non-routine repairs and maintenance to the Project which are normally capitalized under generally accepted accounting principles. Capital Improvements Budget shall mean each annual budget prepared by the Manager and approved by Owner as part of the Annual Plan, reflecting the estimated costs for all Capital Improvements which in the reasonable opinion of Manager are necessary to keep and maintain the Project during the applicable Operating Year in good condition and in keeping with the Operating Standards. Condemnation shall mean the acquisition of all or any portion of the Project by any Governmental Authority having the power of condemnation or eminent domain, by compulsory acquisition, conveyance in lieu of or under threat of condemnation or like procedure. Default Rate shall mean the lesser of (i) the Prime Rate plus four percent (4%) or (ii) the highest lawful rate permitted by applicable Legal Requirements. Executive Personnel shall mean all or any one of the following: general manager, assistant general manager, director of food and beverage, director of sales, director of marketing, controller and any other key executive of the Project designated by Manager. Force Majeure shall mean acts of God, war, insurrection, civil commotion, riots, strikes, lockouts, embargoes, shortages of labor or materials specified or reasonably necessary in connection with the construction, refurbishment, equipping, ownership or management of the Project, fire, unavoidable casualties, failure of any applicable Governmental Authority to issue required Governmental Permits and any other occurrence, event or condition beyond the reasonable control of Owner or Manager, whichever shall be applicable. FF&E shall mean all furniture, fixtures, furnishings and specialized equipment and systems (exclusive of Operating Equipment) necessary or customary (now or in the future) in the reasonable opinion of Manager in order to operate the Project in accordance with the terms of this Agreement and the Operating Standards, including but not limited to all equipment required for the operation of kitchens, laundries, dry cleaning facilities and bars, special lighting and other equipment, signs, carpets, drapes, shades, tapestries, pictures, paintings, beds, mattresses, chairs, desks, tables, sofas, wall coverings, televisions, radios, intercoms, telephones and office equipment and machinery. FF&E Budget shall mean each annual budget prepared by the Manager and approved by Owner as part of the Annual Plan, reflecting the estimated costs and expenses for all FF&E which in the reasonable opinion of Manager are necessary or customary in order to operate the Project during the applicable Operating Year in accordance with the terms of this Agreement and the Operating Standards. Governmental Authority shall mean th

Definitions from Hotel Management Agreement

THIS MANAGEMENT AGREEMENT (Agreement) is made and entered into as of September 1, 2001 (the Effective Date) by and between AP/APH SAN ANTONIO, L.P., a Delaware limited partnership, whose address is c/o Apollo Real Estate Advisors III, L.P., 1301 Avenue of the Americas, 38th Floor, New York, New York 10019 (the Owner), and WYNDHAM MANAGEMENT CORPORATION, a Delaware corporation, whose address is 1950 Stemmons Freeway, Suite 6001, Dallas, Texas 75207 (the Manager).

Definitions. As used herein, the following terms shall have the respective meanings indicated: Affiliate shall mean any person or entity that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with another person or entity. The term control shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise, and shall in any event include the ownership or power to vote fifty percent (50%) or more of the outstanding equity or voting interests, respectively, of such other person. Annual Plan shall mean an annual plan for the operation of the Project prepared by the Manager and approved by Owner in accordance with Section 6.1, consisting of the Operating Budget, Capital Improvements Budget and FF&E Budget and a description or narrative which shall reasonably describe the methods to be employed and the strategies to be adopted in order to achieve the results set forth in such Budgets. Asset Manager shall mean Edward Rohling, unless and until a successor asset manager is designated by Owner in a notice in writing to Manager, in which case it shall mean such successor. Average Monthly Base Fee shall mean (a) after this Agreement has been in effect for a period of at least twelve (12) calendar months, one-twelfth (1/12) of the total Base Fees for the twelve (12) full calendar months immediately preceding the event requiring a determination of the Average Monthly Base Fee or (b) prior to such time as this Agreement has been in effect for twelve (12) calendar months, the monthly average of the Base Fees for the number of full calendar months during which this Agreement has been in effect. Base Fee in respect of any period shall mean an amount equal to two percent (2%) of Gross Revenues for such period. Capital Improvements shall mean any and all major alterations and improvements to the Hotel and all major repairs and replacements to the structural, mechanical, electrical, HVAC, plumbing or vertical transportation elements of the Hotel other than certain non-routine repairs and maintenance to the Project which are normally capitalized under generally accepted accounting principles. Capital Improvements Budget shall mean each annual budget prepared by the Manager and approved by Owner as part of the Annual Plan, reflecting the estimated costs for all Capital Improvements which in the reasonable opinion of Manager are necessary to keep and maintain the Project during the applicable Operating Year in good condition and in keeping with the Operating Standards. Condemnation shall mean the acquisition of all or any portion of the Project by any Governmental Authority having the power of condemnation or eminent domain, by compulsory acquisition, conveyance in lieu of or under threat of condemnation or like procedure. Default Rate shall mean the lesser of (i) the Prime Rate plus four percent (4%) or (ii) the highest lawful rate permitted by applicable Legal Requirements. Executive Personnel shall mean all or any one of the following: general manager, assistant general manager, director of food and beverage, director of sales, director of marketing, controller and any other key executive of the Project designated by Manager. Force Majeure shall mean acts of God, war, insurrection, civil commotion, riots, strikes, lockouts, embargoes, shortages of labor or materials specified or reasonably necessary in connection with the construction, refurbishment, equipping, ownership or management of the Project, fire, unavoidable casualties, failure of any applicable Governmental Authority to issue required Governmental Permits and any other occurrence, event or condition beyond the reasonable control of Owner or Manager, whichever shall be applicable. FF&E shall mean all furniture, fixtures, furnishings and specialized equipment and systems (exclusive of Operating Equipment) necessary or customary (now or in the future) in the reasonable opinion of Manager in order to operate the Project in accordance with the terms of this Agreement and the Operating Standards, including but not limited to all equipment required for the operation of kitchens, laundries, dry cleaning facilities and bars, special lighting and other equipment, signs, carpets, drapes, shades, tapestries, pictures, paintings, beds, mattresses, chairs, desks, tables, sofas, wall coverings, televisions, radios, intercoms, telephones and office equipment and machinery. FF&E Budget shall mean each annual budget prepared by the Manager and approved by Owner as part of the Annual Plan, reflecting the estimated costs and expenses for all FF&E which in the reasonable opinion of Manager are necessary or customary in order to operate the Project during the applicable Operating Year in accordance with the terms of this Agreement and the Operating Standards. Governmental Authority shall mean th

Definitions from Management Agreement

THIS MANAGEMENT AGREEMENT (Agreement) is made and entered into as of September 1, 2001 (the Effective Date) by and between AP/APH PALM SPRINGS, L.P., a Delaware limited partnership, whose address is c/o Apollo Real Estate Advisors III, L.P., 1301 Avenue of the Americas, 38th Floor, New York, New York 10019 (the Owner), and WYNDHAM MANAGEMENT CORPORATION, a Delaware corporation, whose address is 1950 Stemmons Freeway, Suite 6001, Dallas, Texas 75207 (the Manager).

Definitions. As used herein, the following terms shall have the respective meanings indicated: Affiliate shall mean any person or entity that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with another person or entity. The term control shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise, and shall in any event include the ownership or power to vote fifty percent (50%) or more of the outstanding equity or voting interests, respectively, of such other person. Annual Plan shall mean an annual plan for the operation of the Project prepared by the Manager and approved by Owner in accordance with Section 6.1, consisting of the Operating Budget, Capital Improvements Budget and FF&E Budget and a description or narrative which shall reasonably describe the methods to be employed and the strategies to be adopted in order to achieve the results set forth in such Budgets. Asset Manager shall mean Edward Rohling, unless and until a successor asset manager is designated by Owner in a notice in writing to Manager, in which case it shall mean such successor. Average Monthly Base Fee shall mean (a) after this Agreement has been in effect for a period of at least twelve (12) calendar months, one-twelfth (1/12) of the total Base Fees for the twelve (12) full calendar months immediately preceding the event requiring a determination of the Average Monthly Base Fee or (b) prior to such time as this Agreement has been in effect for twelve (12) calendar months, the monthly average of the Base Fees for the number of full calendar months during which this Agreement has been in effect. Base Fee in respect of any period shall mean an amount equal to two percent (2%) of Gross Revenues for such period. Capital Improvements shall mean any and all major alterations and improvements to the Hotel and all major repairs and replacements to the structural, mechanical, electrical, HVAC, plumbing or vertical transportation elements of the Hotel other than certain non-routine repairs and maintenance to the Project which are normally capitalized under generally accepted accounting principles. Capital Improvements Budget shall mean each annual budget prepared by the Manager and approved by Owner as part of the Annual Plan, reflecting the estimated costs for all Capital Improvements which in the reasonable opinion of Manager are necessary to keep and maintain the Project during the applicable Operating Year in good condition and in keeping with the Operating Standards. Condemnation shall mean the acquisition of all or any portion of the Project by any Governmental Authority having the power of condemnation or eminent domain, by compulsory acquisition, conveyance in lieu of or under threat of condemnation or like procedure. Default Rate shall mean the lesser of (i) the Prime Rate plus four percent (4%) or (ii) the highest lawful rate permitted by applicable Legal Requirements. Executive Personnel shall mean all or any one of the following: general manager, assistant general manager, director of food and beverage, director of sales, director of marketing, controller and any other key executive of the Project designated by Manager. Force Majeure shall mean acts of God, war, insurrection, civil commotion, riots, strikes, lockouts, embargoes, shortages of labor or materials specified or reasonably necessary in connection with the construction, refurbishment, equipping, ownership or management of the Project, fire, unavoidable casualties, failure of any applicable Governmental Authority to issue required Governmental Permits and any other occurrence, event or condition beyond the reasonable control of Owner or Manager, whichever shall be applicable. FF&E shall mean all furniture, fixtures, furnishings and specialized equipment and systems (exclusive of Operating Equipment) necessary or customary (now or in the future) in the reasonable opinion of Manager in order to operate the Project in accordance with the terms of this Agreement and the Operating Standards, including but not limited to all equipment required for the operation of kitchens, laundries, dry cleaning facilities and bars, special lighting and other equipment, signs, carpets, drapes, shades, tapestries, pictures, paintings, beds, mattresses, chairs, desks, tables, sofas, wall coverings, televisions, radios, intercoms, telephones and office equipment and machinery. FF&E Budget shall mean each annual budget prepared by the Manager and approved by Owner as part of the Annual Plan, reflecting the estimated costs and expenses for all FF&E which in the reasonable opinion of Manager are necessary or customary in order to operate the Project during the applicable Operating Year in accordance with the terms of this Agreement and the Operating Standards. Governmental Authority shall mean th