Common use of Guaranty by Guarantor Clause in Contracts

Guaranty by Guarantor. (a) Guarantor hereby unconditionally, absolutely and irrevocably guarantees, as a primary obligor and not merely as a surety, to Purchaser the performance by Seller of Seller’s indemnification obligations arising under or pursuant to Article IX of this Agreement (the “Seller Liabilities”). Purchaser shall not be required to seek to enforce or resort to any remedies against Seller on account of Seller Liabilities. Guarantor’s obligations under this Section 11.1 shall be a guaranty of payment and not of collection only. The guarantee pursuant to this Section 11.1 shall remain in full force and effect without regard to, and the effectiveness thereof shall in no way be impaired, affected, reduced or released by reason of: (i) any amendment, modification, addition or supplement of any part of this Agreement, (ii) any exercise or non-exercise by Purchaser of any right or privilege under this Agreement, or (iii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets of Seller or the marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings or any other inability to pay or perform affecting Seller or any of its assets, or any allegation concerning, or contest of the legality or validity of, Seller’s indemnification obligations under this Agreement. Guarantor unconditionally waives: (i) any demand or protest as the same pertains to Seller, (ii) any right to require Purchaser to proceed against Seller or to exhaust any security held by Purchaser or to pursue any other remedy (other than draws on the Letter of Credit), (iii) any defense based upon an election of remedies by Purchaser, and (iv) any duty of Purchaser to advise Guarantor of any information known to Purchaser regarding Seller. The obligations of Guarantor under this Section 11.1 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of Seller in respect of the Seller Liabilities is rescinded or must be otherwise restored by Purchaser, whether as a result of any proceedings in bankruptcy or reorganization or otherwise. Guarantor agrees that until the indefeasible payment and satisfaction in full of all Seller Liabilities, it shall not exercise any right or remedy arising by reason of any performance by it of its guaranty contained herein, whether by subrogation or otherwise, against Seller. Guarantor’s obligations under this Section 11.1 shall continue in full force and effect until such time as Seller’s obligations under Article IX of this Agreement have been fully performed. Notwithstanding any other provision of this Agreement, Purchaser shall not request payment from Guarantor under this Section 11.1, until the Letter of Credit has been depleted or otherwise terminated. (b) Guarantor hereby represents (i) that the execution and delivery of this Agreement and the performance by Guarantor of its obligations hereunder do not violate any law applicable to Guarantor, conflict with any material agreement by which it is bound or require the consent or approval of any Governmental Authority or any other Person except for any violation, conflict or default that would not reasonably be expected to have a material adverse effect on Guarantor, (ii) that, assuming the due authorization, execution and delivery by Purchaser, this Agreement constitutes the valid and binding agreement of Guarantor enforceable against Guarantor in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors’ rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity), (iii) that Guarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (iv) that the execution and delivery of this Agreement and the performance of its obligations hereunder are within its powers and have been duly authorized by all necessary action and do not contravene the terms of its organizational or charter documents.

Guaranty by Guarantor. (a) For valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and to induce each Lender to enter into this Agreement and to make and maintain Loans to Borrower hereunder, Guarantor hereby unconditionally, absolutely irrevocably and irrevocably unconditionally guarantees, as a primary obligor and not merely as a surety, to Purchaser each Creditor the performance prompt and complete payment when due (whether at the stated maturity, by Seller acceleration or otherwise) of Seller’s indemnification obligations arising all Obligations of Borrower to such Creditor, now existing or hereafter incurred, under this Agreement or pursuant any other Credit Document, whether for principal, interest, fees, expenses indemnities or otherwise (including (i) amounts which would become due but for the operation of any automatic stay in any case under the Bankruptcy Code and (ii) interest which would have accrued on the Obligations following the commencement of any Insolvency Proceeding by or against Borrower, whether or not such interest constitutes an allowable claim against Borrower in any such case or Insolvency Proceeding). Guarantor hereby irrevocably and unconditionally agrees that, upon default by Borrower in the payment when due of any amount owing by Borrower hereunder or under any other Credit Document to Article IX a Creditor, Guarantor will immediately pay the same to the Agent (for the benefit of such Creditor) in Dollars and in immediately available funds, at the place and in the manner specified for such defaulted payment in this Agreement or such other Credit Document and otherwise in accordance with the terms of this Agreement agreement and each other Credit Document, together with any and all reasonable expenses that are incurred by such Creditor or the Agent in collecting the same, without further notice or demand (other than notice to the “Seller Liabilities”Guarantor of the amount due Lender hereunder and of Borrower’s failure to make such payment). Purchaser shall not be required to seek to enforce or resort to any remedies against Seller on account of Seller Liabilities. . (b) Guarantor’s obligations under guaranty contained in this Section 11.1 shall be 8.01 is a guaranty of payment and not of collection onlycollection. The guarantee pursuant to this Section 11.1 shall remain Any Creditor may proceed immediately against Guarantor upon any default by Borrower in full force and effect without regard tothe payment when due of any Obligation, and the effectiveness thereof no Creditor shall in no way be impaired, affected, reduced or released by reason of: required to (i) obtain or enforce any amendment, modification, addition or supplement of any part of this Agreementjudgment against Borrower, (ii) file a claim in any exercise or non-exercise by Purchaser of any right or privilege under this Agreement, or (iii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets of Seller or the marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors insolvency or readjustment of, or other similar proceedings or any other inability to pay or perform affecting Seller or any of its assets, or any allegation concerning, or contest of the legality or validity of, Seller’s indemnification obligations under this Agreement. Guarantor unconditionally waives: (i) any demand or protest as the same pertains to Seller, (ii) any right to require Purchaser to proceed against Seller or to exhaust any security held by Purchaser or to pursue any other remedy (other than draws on the Letter of Credit)reorganization proceeding involving Borrower, (iii) resort to any defense based upon an election of remedies by Purchaser, and Collateral or (iv) enforce or exhaust any duty of Purchaser to advise Guarantor of any information known to Purchaser regarding Seller. The obligations of Guarantor under this Section 11.1 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of Seller in respect of the Seller Liabilities is rescinded or must be otherwise restored by Purchaser, whether as a result of any proceedings in bankruptcy or reorganization or otherwise. Guarantor agrees that until the indefeasible payment and satisfaction in full of all Seller Liabilities, it shall not exercise any right or remedy arising by reason of any performance by it of its guaranty contained herein, whether by subrogation or otherwise, rights against Seller. Guarantor’s obligations under this Section 11.1 shall continue in full force and effect until such time as Seller’s obligations under Article IX of this Agreement have been fully performed. Notwithstanding any other provision of this Agreement, Purchaser shall not request payment from Guarantor under this Section 11.1, until the Letter of Credit has been depleted or otherwise terminated. (b) Guarantor hereby represents (i) that the execution and delivery of this Agreement and the performance by Guarantor of its obligations hereunder do not violate any law applicable to Guarantor, conflict with any material agreement by which it is bound or require the consent or approval of any Governmental Authority Borrower or any other Person except for any violation, conflict or default that would not reasonably be expected to have a material adverse effect on Guarantor, (ii) that, assuming the due authorization, execution and delivery by Purchaser, this Agreement constitutes the valid and binding agreement of Guarantor enforceable against Guarantor in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors’ rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity), (iii) that Guarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (iv) that the execution and delivery of this Agreement and the performance of its obligations hereunder are within its powers and have been duly authorized by all necessary action and do not contravene the terms of its organizational or charter documentstheir respective assets.

Guaranty by Guarantor. (a) Guarantor hereby unconditionallyabsolutely, absolutely irrevocably and irrevocably guaranteesunconditionally guarantees to JPM and its successors and permitted assigns the due and punctual payment and performance of all Guaranteed Obligations (as defined below) when the same shall become due and payable, in each case after any applicable grace periods or notice requirements, according to the terms of the LLC Agreement, or, if applicable, the relevant Fluid Supply Agreement, as the case may be. This Guaranty constitutes a primary obligor guarantee of payment when due and owing, and not merely of collection. Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional, irrespective of the validity or enforceability of the LLC Agreement or any other Transaction Document (or, if applicable, the relevant Fluid Supply Agreement, as the case may be), any change therein or amendment thereto, the absence of any action to enforce the same, the recovery of any judgment against ONI (or, if applicable, in the case of the Fluid Supply Agreements, ORNI 10 or Western States, as the case may be) or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge or defense of a guarantor or a surety; provided, however, that (i) Guarantor's obligations under this Guaranty shall be subject to Purchaser defenses available to ONI against enforcement of the Guaranteed Obligations (as defined below), other than bankruptcy or insolvency of ONI (or, if applicable, in the case of the Fluid Supply Agreements, ORNI 10 or Western States, as the case may be) or defenses relating to the legal existence of ONI (or, if applicable, in the case of the Fluid Supply Agreements, ORNI 10 or Western States, as the case may be) or the power and authority of ONI (or, if applicable, in the case of the Fluid Supply Agreements, ORNI 10 or Western States, as the case may be) to enter into and perform under the LLC Agreement or any other Transaction Document or, if applicable, the Fluid Supply Agreements, or the due authorization, execution, delivery and performance by Seller ONI of Seller’s indemnification the LLC Agreement or any other Transaction Document (or, if applicable, in the case of the Fluid Supply Agreements, ORNI 10 or Western States, as the case may be) or the legality, validity and enforceability of ONI's obligations arising under the LLC Agreement or any other Transaction Document (or, if applicable, in the case of the Fluid Supply Agreements, the obligations of ORNI 10 or Western States, as the case may be, thereunder). As used herein, "Guaranteed Obligations" means all present and future obligations of (i) ONI to pay to JPM the Class B Member Indemnified Costs in accordance with Article XI of the LLC Agreement resulting from or relating to a breach or default by ONI of any of its representations and warranties in Sections 3.1, 3.2(a), 3.3, 3.6, 3.8, 3.9(o) and 3.31 of the Contribution Agreement or ONI's fraud, gross negligence, or willful misconduct relating to the LLC Agreement or any other Transaction Document, (ii) each of Western States and ORNI 10 to perform their respective obligations under the Fluid Supply Agreements, and (iii) ONI to perform its obligations under, and in accordance with, Sections 12.1, 12.3 and 12.5 of the LLC Agreement. (b) Guarantor hereby waives (i) acceptance of this Guaranty, (ii) presentment, demand concerning the liabilities of the Guarantor, protest and any notice not provided for herein and (iii) any right to require that any action or proceeding be brought against ONI (or, if applicable, in the case of the Fluid Supply Agreements, ORNI 10 or Western States, as the case may be) or any of its assets or properties, or against any other person, or to require that the JPM seek enforcement of any performance against ONI (or, if applicable, in the case of the Fluid Supply Agreements, ORNI 10 or Western States, as the case may be) or any other person, prior to any action against Guarantor under the terms hereof. Guarantor agrees that JPM may at any time and from time to time, either before or after the maturity thereof, without notice to or further consent of the Guarantor, extend the time of payment or performance of, exchange or surrender any collateral for, or renew any of the Guaranteed Obligations, and may also make any agreement with ONI (or, if applicable, in the case of the Fluid Supply Agreements, ORNI 10 or Western States, as the case may be) for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification or waiver of the terms thereof or of any agreement between JPM and ONI (or, if applicable, in the case of the Fluid Supply Agreements, ORNI 10 or Western States, as the case may be) without in any way impairing or affecting this Guaranty. 2 (c) Guarantor shall be subrogated to all rights of JPM in respect of any amounts paid by Guarantor pursuant to Article IX the provisions of this Agreement (the “Seller Liabilities”). Purchaser Guaranty; provided, however, that Guarantor shall not be required entitled to seek enforce, or to enforce receive any payments arising out of or resort based upon such right of subrogation until all Guaranteed Obligations have been paid in full, and, if any amount shall be paid to any remedies against Seller Guarantor on account of Seller Liabilities. Guarantor’s obligations under this Section 11.1 such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be a guaranty held in trust for the benefit of payment JPM and not of collection only. The guarantee pursuant shall forthwith be paid to this Section 11.1 JPM to be applied to the Guaranteed Obligations. (d) This Guaranty shall remain in full force and effect without regard toand be binding upon Guarantor, its successors and the effectiveness thereof shall in no way be impaired, affected, reduced or released by reason of: (i) any amendment, modification, addition or supplement of any part of this Agreement, (ii) any exercise or non-exercise by Purchaser of any right or privilege under this Agreement, or (iii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially permitted assigns until all of the assets of Seller Guaranteed Obligations have been satisfied in full. This Guaranty shall continue to be effective or be reinstated, as the marshaling of assets and liabilitiescase may be, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings or if at any other inability to pay or perform affecting Seller or time any of its assets, or any allegation concerning, or contest payment of the legality Guaranteed Obligations are annulled, set aside, invalidated, declared to be fraudulent or validity ofpreferential, Seller’s indemnification obligations under this Agreement. Guarantor unconditionally waives: (i) any demand or protest as the same pertains to Seller, (ii) any right to require Purchaser to proceed against Seller or to exhaust any security held by Purchaser or to pursue any other remedy (other than draws on the Letter of Credit), (iii) any defense based upon an election of remedies by Purchaser, and (iv) any duty of Purchaser to advise Guarantor of any information known to Purchaser regarding Seller. The obligations of Guarantor under this Section 11.1 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of Seller in respect of the Seller Liabilities is rescinded or must otherwise be otherwise returned, refunded, restored or repaid by Purchaser, JPM whether as a result of any proceedings in bankruptcy related to the insolvency, bankruptcy, dissolution, liquidation or reorganization of ONI, ORNI 10, Western States, or otherwise. Guarantor agrees that until the indefeasible payment and satisfaction in full of all Seller Liabilities, it shall not exercise any right or remedy arising by reason of any performance by it of its guaranty contained herein, whether by subrogation or otherwise, against Sellerall as though such payment had not been made. Guarantor’s obligations under this Section 11.1 shall continue in full force and effect until such time as Seller’s obligations under Article IX The terms of this paragraph (d) shall survive termination of the LLC Agreement have been fully performed. Notwithstanding any and the other provision of this Agreement, Purchaser shall not request payment from Guarantor under this Section 11.1, until the Letter of Credit has been depleted or otherwise terminatedTransaction Documents. (be) Guarantor hereby represents (i) that the execution This is a continuing guaranty and delivery of this Agreement and the performance by Guarantor of its all obligations hereunder do not violate any law applicable to Guarantor, conflict with any material agreement by which it is bound applies or require may apply under the consent or approval of any Governmental Authority or any other Person except for any violation, conflict or default that would not reasonably terms hereof shall be expected conclusively presumed to have a material adverse effect on Guarantor, (ii) that, assuming the due authorization, execution and delivery by Purchaser, this Agreement constitutes the valid and binding agreement of Guarantor enforceable against Guarantor been created in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors’ rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity), (iii) that Guarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (iv) that the execution and delivery of this Agreement and the performance of its obligations hereunder are within its powers and have been duly authorized by all necessary action and do not contravene the terms of its organizational or charter documentsreliance hereon. 3.

Guaranty by Guarantor. (a) From and after the date hereof, Guarantor hereby unconditionallyunconditionally guarantees the due and punctual payment of the Capital Contributions by the Member in accordance with the terms of the LLC Agreement; provided, absolutely and irrevocably guaranteeshowever, as a primary obligor and not merely as a surety, to Purchaser the performance by Seller of Seller’s indemnification obligations arising under or pursuant to Article IX of this Agreement (the “Seller Liabilities”). Purchaser that Guarantor shall not be required liable to seek make any payment until five (5) Business Days (as defined in the LLC Agreement) following receipt by Guarantor of written notice from the Payee that a payment of an amount is due thereunder. Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the LLC Agreement, any change in or amendment thereto, the absence of any action to enforce the same, any waiver or resort consent by the Payee with respect to any remedies provision thereof, the recovery of any judgment against Seller on account the Member or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge or defense of Seller Liabilitiesa guarantor; provided, however, that nothing contained herein shall be construed to be a waiver by Guarantor of demand of payment or notice to Guarantor with respect to the LLC Agreement or the Capital Contributions. Guarantor’s Guarantor covenants that its obligations under this Section 11.1 shall 1(a) will not be a guaranty of discharged except by payment and not of collection only. The guarantee pursuant to this Section 11.1 shall remain in full force and effect without regard to, and the effectiveness thereof shall in no way be impaired, affected, reduced or released by reason of: (i) any amendment, modification, addition or supplement of any part of this Agreement, (ii) any exercise or non-exercise by Purchaser of any right or privilege under this Agreement, or (iii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets of Seller or the marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings or any other inability to pay or perform affecting Seller or any of its assets, or any allegation concerning, or contest of the legality or validity of, Seller’s indemnification obligations under this Agreement. Guarantor unconditionally waives: (i) any demand or protest as the same pertains to Seller, (ii) any right to require Purchaser to proceed against Seller or to exhaust any security held by Purchaser or to pursue any other remedy (other than draws on the Letter of Credit), (iii) any defense based upon an election of remedies by Purchaser, and (iv) any duty of Purchaser to advise Guarantor of any information known to Purchaser regarding Seller. The obligations of Guarantor under this Section 11.1 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of Seller in respect of the Seller Liabilities is rescinded or must be otherwise restored by Purchaser, whether as a result of any proceedings in bankruptcy or reorganization or otherwise. Guarantor agrees that until the indefeasible payment and satisfaction in full of all Seller Liabilities, it shall not exercise any right or remedy arising the Capital Contributions owing by reason the Member to the Payee in accordance with the terms of any performance by it of its guaranty contained herein, whether by subrogation or otherwise, against Seller. Guarantor’s obligations under this Section 11.1 shall continue in full force and effect until such time as Seller’s obligations under Article IX of this Agreement have been fully performed. Notwithstanding any other provision of this the LLC Agreement, Purchaser shall not request payment from Guarantor under this Section 11.1, until the Letter of Credit has been depleted or otherwise terminated. (b) Guarantor hereby represents (i) that shall make available to the execution Member such personnel as may be reasonably necessary for the Member to accomplish its duties as "manager" under and delivery of this Agreement and the performance by Guarantor of its obligations hereunder do not violate any law applicable to Guarantor, conflict with any material agreement by which it is bound or require the consent or approval of any Governmental Authority or any other Person except for any violation, conflict or default that would not reasonably be expected to have a material adverse effect on Guarantor, (ii) that, assuming the due authorization, execution and delivery by Purchaser, this Agreement constitutes the valid and binding agreement of Guarantor enforceable against Guarantor in accordance with its termsthe LLC Agreement. (c) Guarantor hereby guarantees the performance of all of the obligations of Candlewood Hotel Company, L.L.C., a Delaware limited liability company, under each of the Franchise Agreements. (d) Guarantor covenants and agrees to execute and deliver non-competition agreements with each Hotel Owner as contemplated by Section 3.3(d) of the LLC Agreement; provided, however, that Guarantor's obligation to execute and deliver any such agreement shall be subject to Guarantor and the effect Board reaching mutual agreement on the radius, the duration, the brands of hotel covered and any other term of such agreement. (e) Guarantor covenants and agrees that it will provide such payment, performance and completion guaranties and environmental indemnities, all in form and substance reasonably satisfactory to Candlewood, as are reasonably required by any Construction Lender in connection with any Construction Loan. (f) Guarantor shall be subrogated to all rights of the Payee in respect of any applicable bankruptcyamounts paid by Guarantor pursuant to the provisions of this Guaranty. Notwithstanding the immediately preceding sentence, moratoriumGuarantor hereby covenants and agrees that (a) it will not enforce or otherwise exercise any rights of reimbursement, insolvencysubrogation, reorganization offset, contribution or other similar law affecting the enforceability of creditors’ rights generally and or claims with respect to the effect obligations and indemnification provided for herein against the Member prior to the payment in full of general principles the Capital Contributions and the full and indefeasible payment and performance of equity which may limit Payee's obligations under the availability Loan Agreement and (b) it hereby waives all rights of remedies (reimbursement, subrogation, offset, contribution and all other similar rights and claims against the Member arising whether in a proceeding at by contract or operation of law out of or in equity), (iii) that Guarantor is duly organized, validly existing connection with any payment made under this Agreement prior to the full payment and in good standing performance of the Loan Obligations and within one year after the full payment and performance of Payee's obligations under the laws Loan Agreement or such lesser time if such payments can no longer be voided by the bankruptcy of Guarantor. (g) This Guaranty shall continue to be effective or reinstated, as the jurisdiction of its organizationcase may be, (iv) that if at any time any amount owed to the execution and delivery of this Payee by the Member under the LLC Agreement and is rescinded or must otherwise be returned by the performance of its obligations hereunder are within its powers and have Payee upon the insolvency, bankruptcy or reorganization by Guarantor, the Member or otherwise, all as though such payment had not been duly authorized by all necessary action and do not contravene the terms of its organizational or charter documentsmade.

Guaranty by Guarantor. (a) Guarantor hereby unconditionally, absolutely unconditionally and irrevocably guaranteesguarantees to the Sellers (i) the payment by Purchaser of the Final Merger Consideration and any other amounts payable by Purchaser to the Equity Holders pursuant to this Agreement when and to the extent the same shall become due and payable, as a primary obligor and not merely as a surety, to Purchaser (ii) the performance by Seller Purchaser of Seller’s indemnification obligations arising each agreement, condition, covenant, obligation and undertaking of Purchaser under or pursuant to Article IX of this Agreement and all agreements ancillary thereto or executed in connection therewith, on the terms and subject to the conditions set forth therein (collectively, the “Seller LiabilitiesGuaranteed Obligations”). If Purchaser shall fail to pay any amounts due under this Agreement when and to the extent the same shall become due and payable, or shall fail to perform any of the Guaranteed Obligations in the manner provided in the document giving rise to such Guaranteed Obligation, Guarantor will, upon written demand from the Equity Holder Representative, promptly pay or cause to be paid such amount to the Equity Holders or to cause the performance of such Guaranteed Obligation, as the case may be. The Guaranteed Obligations under this guaranty shall constitute an absolute and unconditional present and continuing guarantee of payment and performance to the extent provided herein and not of collectability, and shall not be required to seek contingent upon any attempt by the Equity Holders to enforce payment or resort to any remedies against Seller on account of Seller Liabilities. Guarantor’s obligations performance by Purchaser. (b) The Guaranteed Obligations under this Section 11.1 shall be a guaranty of payment are absolute and not of collection only. The guarantee pursuant to this Section 11.1 unconditional and shall remain in full force and effect without regard to, and the effectiveness thereof shall in no way be impaired, affected, reduced or released by reason of: to (i) any amendmentagreement or modification to any of the terms of this Agreement or any other agreement which may hereafter be made relating thereto, modification, addition or supplement of any part in each case in accordance with the terms of this Agreement, except to the extent agreed to in writing by the Company or the Equity Holder Representative, as the case may be; (ii) any exercise insolvency, bankruptcy, dissolution, liquidation, reorganization or non-exercise by the like of Guarantor or Purchaser of at any right or privilege under this Agreement, time; or (iii) the voluntary absence of any notice to, or involuntary liquidationknowledge by, dissolution, sale or other disposition of all or substantially all Guarantor of the assets existence or occurrence of Seller any of the matters or events set forth in the marshaling foregoing subdivisions (i) and (ii). Guarantor shall directly and unconditionally assume all payment and performance Guaranteed Obligations of assets Purchaser under this Agreement or otherwise. (c) Guarantor unconditionally waives (i) any and liabilitiesall notice of default, receivershipnon-performance or non-payment under this Agreement and (ii) all notices which may be required by statute, insolvencyrule of law or otherwise to preserve intact any rights of the Equity Holders against Guarantor, bankruptcyincluding, assignment for the benefit of creditorsany demand, reorganization, arrangement, composition with creditors presentment or readjustment ofprotest, or other similar proceedings or any other inability to pay or perform affecting Seller or any proof of its assets, or any allegation concerning, or contest notice of the legality or validity of, Seller’s indemnification obligations non- payment under this Agreement. Guarantor unconditionally waives: (i) any demand or protest as the same pertains to Seller, (ii) any right to require Purchaser to proceed against Seller or to exhaust any security held by Purchaser or to pursue any other remedy (other than draws on the Letter of Credit), (iii) any defense based upon an election of remedies by Purchaser, and (iv) any duty of Purchaser to advise Guarantor of any information known to Purchaser regarding Seller. The obligations of Guarantor under this Section 11.1 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of Seller in respect of the Seller Liabilities is rescinded or must be otherwise restored by Purchaser, whether as a result of any proceedings in bankruptcy or reorganization or otherwise. Guarantor agrees that until the indefeasible payment and satisfaction in full of all Seller Liabilities, it shall not exercise any right or remedy arising by reason of any performance by it of its guaranty contained herein, whether by subrogation or otherwise, against Seller. Guarantor’s obligations under this Section 11.1 shall continue in full force and effect until such time as Seller’s obligations under Article IX of this Agreement have been fully performed. Notwithstanding any other provision of this Agreement, Purchaser shall not request payment from Guarantor under this Section 11.1, until the Letter of Credit has been depleted or otherwise terminated. (b) Guarantor hereby represents (i) that the execution and delivery of this Agreement and the performance by Guarantor of its obligations hereunder do not violate any law applicable to Guarantor, conflict with any material agreement by which it is bound or require the consent or approval of any Governmental Authority or any other Person except for any violation, conflict or default that would not reasonably be expected to have a material adverse effect on Guarantor, (ii) that, assuming the due authorization, execution and delivery by Purchaser, this Agreement constitutes the valid and binding agreement of Guarantor enforceable against Guarantor in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors’ rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity), (iii) that Guarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (iv) that the execution and delivery of this Agreement and the performance of its obligations hereunder are within its powers and have been duly authorized by all necessary action and do not contravene the terms of its organizational or charter documents.ARTICLE III MERGER CONSIDERATION 3.1

Guaranty by Guarantor. (a) For valuable consideration, receipt of which is acknowledged, and to induce Purchaser to enter into this Agreement, Guarantor hereby unconditionallyabsolutely, absolutely unconditionally and irrevocably guaranteesguarantees to Purchaser, and agrees fully to pay, perform and discharge, as a primary obligor and not merely as a suretywhen payment, to Purchaser performance and discharge are due, all of the performance by covenants, obligations and liabilities of Seller of Seller’s indemnification obligations arising under or pursuant to Article IX this Agreement and all amendments, modifications, renewals, extensions, supplements, substitutions and replacements of this Agreement (the “Seller Liabilities”"Purchase Agreement Obligations"). Purchaser shall not be required to seek to enforce or resort to any remedies against Seller on account The obligations of Seller Liabilities. Guarantor’s obligations Guarantor under the guaranty set forth in this Section 11.1 9.1 shall be absolute, unconditional and irrevocable and shall continue and remain in full force and effect until all of the Purchase Agreement Obligations have been fully paid, performed and discharged. The guaranty contained in this Section 9.1 is a guaranty of payment and not merely of collection only. collection. (b) The guarantee pursuant to obligations of Guarantor under this Section 11.1 9.1 shall remain in full force and effect without regard not be affected, modified or impaired by the occurrence of any of the following events, whether or not with notice to, and or the effectiveness thereof shall in no way be impairedconsent of, affected, reduced or released by reason ofGuarantor: (i) any amendmentthe waiver, modificationsurrender, addition compromise, settlement, release or supplement termination of any part or all of this Agreement, the Purchase Agreement Obligations; (ii) any exercise the failure to give notice to Guarantor of the occurrence of an event of default under the Purchase Agreement Obligations; (iii) the extension of the time for the payment, performance or non-exercise by Purchaser discharge of any right or privilege all of the Purchase Agreement Obligations or the acceptance or making of compromises or other arrangements with Seller, realizing on any security, or otherwise dealing with Seller, other parties and any security as Purchaser may deem expedient; (iv) the amendment or modification (whether material or otherwise) of this Agreement or the Purchase Agreement Obligations in any respect; (v) any failure, omission, delay or lack on the part of Purchaser to enforce, assert or exercise any right, power or remedy conferred on Purchaser under this Agreement, or ; (iiivi) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets of Seller or the marshaling assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment ofadjustment of debts, or other similar proceedings or any other inability to pay or perform affecting Seller or Guarantor or any of its assetsthe assets of either of them; (vii) the release or discharge by operation of law of Seller from the payment, performance or discharge of any or all of the Purchase Agreement Obligations; or (viii) the release or discharge by operation of law of Guarantor from any or all of the obligations of Guarantor under the guaranty set forth in this Section 9.1. Guarantor acknowledges that Purchaser would not enter into this Agreement without the guaranty set forth in this Section 9.1 and that Purchaser is relying on the guaranty set forth in this Section 9.1. (c) The obligations of Guarantor under the guaranty set forth in this Section 9.1 are independent of the Purchase Agreement Obligations. Guarantor agrees that Purchaser shall have the right to proceed against Guarantor directly and independently of Seller. A separate action may be brought and prosecuted against Guarantor whether or not an action is brought against Seller or Seller is joined in any such action. Guarantor authorizes Purchaser and Seller, without notice to, demand of, or consent from Guarantor and without releasing or affecting Guarantor's liability under the guaranty set forth in this Section 9.1, from time to time to amend, modify, renew, extend, supplement or replace this Agreement or the Purchase Agreement Obligations or otherwise change the terms of this Agreement or the Purchase Agreement Obligations, to take and hold security for the Purchase Agreement Obligations, and to enforce, waive, surrender, impair, compromise or release any allegation concerning, such security or contest any or all of the legality Purchase Agreement Obligations or validity of, Seller’s indemnification obligations under this Agreementany person or entity liable for any or all of the Purchase Agreement Obligations. Guarantor unconditionally waives: (i) shall be and remain bound under the guaranty set forth in this Section 9.1 notwithstanding any demand such act or protest as omission by Seller or Purchaser. To the same pertains to Sellerextent permitted by Applicable Law, (ii) any right Guarantor waives all rights to require Purchaser to proceed against Seller Seller, to proceed against or to exhaust any security held by Purchaser Purchaser, or to pursue any other remedy in Purchaser's power. Purchaser shall have the right to exercise any right or remedy it may have against Seller or any security held by Purchaser. Guarantor waives the right, if any, to the benefit of, or to direct the application of, any security held by Purchaser. To the extent permitted by Applicable Law, Guarantor waives (i) any defense arising out of any alteration of the Purchase Agreement Obligations, (ii) any defense arising out of the absence, impairment or loss of any right of reimbursement or subrogation or other than draws on the Letter right or remedy of Credit)Guarantor against Seller or any security held by Purchaser, and (iii) any defense based upon an election of remedies by Purchaser, and (iv) any duty of Purchaser to advise Guarantor of any information known to Purchaser regarding Seller. The obligations of Guarantor under this Section 11.1 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of Seller in respect of the Seller Liabilities is rescinded or must be otherwise restored by Purchaser, whether as a result of any proceedings in bankruptcy or reorganization or otherwise. Guarantor agrees that until the indefeasible payment and satisfaction in full of all Seller Liabilities, it shall not exercise any right or remedy arising by reason of any disability or other defense of Seller or by reason of the cessation or reduction from any cause whatsoever of the liability of Seller other than full payment, performance by it and discharge of its the Purchase Agreement Obligations. The cessation or reduction of the liability of Seller for any reason other than full payment, performance and discharge of the Purchase Agreement Obligations shall not release or affect in any way the liability of Guarantor under the guaranty contained hereinset forth in this Section 9.1. (d) If Seller becomes insolvent or is adjudicated bankrupt or files a petition for reorganization, whether by subrogation arrangement, composition or otherwisesimilar relief under any present or future provision of the Federal Bankruptcy Code, or if such a petition is filed against Seller. , or Seller makes a general assignment for the benefit of creditors, and in any such proceeding any or all of the Purchase Agreement Obligations are terminated or rejected or any or all of the Purchase Agreement Obligations are modified or abrogated, Guarantor agrees that Guarantor’s obligations under this Section 11.1 's liability hereunder shall not thereby be affected or modified and such liability shall continue in full force and effect as if no such action or proceeding had occurred. The guaranty set forth in this Section 9.1 shall continue to be effective or be reinstated, as the case may be, if any payment of the Purchase Agreement Obligations must be returned by Purchaser upon the insolvency, bankruptcy or reorganization of Seller, Guarantor, or otherwise, as though such payment had not been made. Guarantor shall not seek to exercise any rights of subrogation, reimbursement or indemnity arising from payments made by Guarantor pursuant to this Section 9.1 until the full and complete payment or performance and discharge of the Purchase Agreement Obligations. (e) Guarantor assumes the responsibility for being and keeping Guarantor informed of the financial condition of Seller and of all other circumstances bearing upon the risk of failure to pay, perform or discharge any of the Purchase Agreement Obligations which diligent inquiry would reveal, and Guarantor agrees that Purchaser has no duty to advise Guarantor of information known to Purchaser regarding such condition or any such circumstance. Guarantor acknowledges that repeated and successive demands may be made and payments or performance made hereunder in response to such demands as and when, from time as Seller’s obligations under Article IX to time, Seller defaults in the payment, performance or discharge of this the Purchase Agreement have been fully performedObligations. Notwithstanding any other provision of this Agreementsuch payments and performance hereunder, Purchaser shall not request payment from Guarantor under the guaranty set forth in this Section 11.19.1 shall remain in full force and effect and shall apply to any and all subsequent defaults by Seller. It is not necessary for Purchaser to inquire into the capacity, until authority or powers of Seller or the Letter partners, directors, officers, employees or agents acting or purporting to act on behalf of Credit has been depleted Seller, and all of the Purchase Agreement Obligations made or otherwise terminatedcreated in reliance upon the purported exercise of such powers shall be guaranteed hereunder. (bf) Guarantor waives all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of the guaranty set forth in this Section 9.1. Guarantor also waives its homestead exemption. Guarantor agrees to pay all costs and expenses, including reasonable attorneys' fees, which are incurred by Purchaser in the enforcement of the guaranty set forth in this Section 9.1. Guarantor hereby represents expressly, irrevocably, fully and forever releases, waives and relinquishes any and all right to trial by jury and any and all right to receive punitive, exemplary and consequential damages from Purchaser (ior any past, present or future board member, trustee, director, officer, employee, agent, representative, or advisor of Purchaser) that in any claim, demand, action, suit, proceeding or cause of action in which Purchaser and Guarantor are parties, which in any way (directly or indirectly) arises out of, results from or relates to any of the execution Purchase Agreement Obligations or the enforcement of the guaranty set forth in this Section 9.1, in each case whether now existing or hereafter arising and delivery of this Agreement and the performance by Guarantor of its obligations hereunder do not violate any law applicable to Guarantor, conflict with any material agreement by which it is bound whether based on contract or require the consent or approval of any Governmental Authority tort or any other Person except for any violation, conflict or default that would not reasonably be expected legal basis. The guaranty set forth in this Section 9.1 shall bind and inure to have a material adverse effect on Guarantor, (ii) that, assuming the due authorization, execution and delivery by Purchaser, this Agreement constitutes the valid and binding agreement benefit of Guarantor enforceable against Guarantor in accordance with its termsand Purchaser and their respective personal representatives, subject to the effect of any applicable bankruptcyheirs, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors’ rights generally successors and to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity), (iii) that Guarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (iv) that the execution and delivery of this Agreement and the performance of its obligations hereunder are within its powers and have been duly authorized by all necessary action and do not contravene the terms of its organizational or charter documentsassigns.

Guaranty by Guarantor. (a) For valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and to induce Lender to enter into this Agreement and to make and maintain Loans to Borrower hereunder, Guarantor hereby unconditionally, absolutely irrevocably and irrevocably unconditionally guarantees, as a primary obligor and not merely as a surety, to Purchaser Lender, the performance prompt and complete payment when due (whether at the stated maturity, by Seller acceleration or otherwise) of Seller’s indemnification obligations arising all Obligations of Borrower to Lender, now existing or hereafter incurred, under this Agreement or pursuant any other Credit Document, whether for principal, interest, fees, expenses indemnities or otherwise (including (i) amounts which would become due but for the operation of any automatic stay in any case under the Bankruptcy Code and (ii) interest which would have accrued on the Obligations following the commencement of any Insolvency Proceeding by or against Borrower, whether or not such interest constitutes an allowable claim against Borrower in any such case or Insolvency Proceeding). Guarantor hereby irrevocably and unconditionally agrees that, upon default by Borrower in the payment when due of any amount owing by Borrower hereunder or under any other Credit Document to Article IX Lender, Guarantor will immediately pay the same to Lender in Dollars and in immediately available funds, at the place and in the manner specified for such defaulted payment in this Agreement or such other Credit Document and otherwise in accordance with the terms of this Agreement agreement and each other Credit Documents, together with any and all reasonable expenses that are incurred by the Lender in collecting the same, without further notice or demand (other than notice to the “Seller Liabilities”Guarantor of the amount due Lender hereunder and of Borrower’s failure to make such payment). Purchaser shall not be required to seek to enforce or resort to any remedies against Seller on account of Seller Liabilities. . (b) Guarantor’s obligations under guaranty contained in this Section 11.1 shall be 8.01 is a guaranty of payment and not of collection onlycollection. The guarantee pursuant to this Section 11.1 shall remain Lender may proceed immediately against Guarantor upon any default by Borrower in full force and effect without regard tothe payment when due of any Obligation, and the effectiveness thereof Lender shall in no way not be impaired, affected, reduced or released by reason of: required to (i) obtain or enforce any amendment, modification, addition or supplement of any part of this Agreementjudgment against Borrower, (ii) file a claim in any exercise or non-exercise by Purchaser of any right or privilege under this Agreement, or (iii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets of Seller or the marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors insolvency or readjustment of, or other similar proceedings or any other inability to pay or perform affecting Seller or any of its assets, or any allegation concerning, or contest of the legality or validity of, Seller’s indemnification obligations under this Agreement. Guarantor unconditionally waives: (i) any demand or protest as the same pertains to Seller, (ii) any right to require Purchaser to proceed against Seller or to exhaust any security held by Purchaser or to pursue any other remedy (other than draws on the Letter of Credit)reorganization proceeding involving Borrower, (iii) resort to any defense based upon an election of remedies by Purchaser, and Collateral or (iv) enforce or exhaust any duty of Purchaser to advise Guarantor of any information known to Purchaser regarding Seller. The obligations of Guarantor under this Section 11.1 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of Seller in respect of the Seller Liabilities is rescinded or must be otherwise restored by Purchaser, whether as a result of any proceedings in bankruptcy or reorganization or otherwise. Guarantor agrees that until the indefeasible payment and satisfaction in full of all Seller Liabilities, it shall not exercise any right or remedy arising by reason of any performance by it of its guaranty contained herein, whether by subrogation or otherwise, rights against Seller. Guarantor’s obligations under this Section 11.1 shall continue in full force and effect until such time as Seller’s obligations under Article IX of this Agreement have been fully performed. Notwithstanding any other provision of this Agreement, Purchaser shall not request payment from Guarantor under this Section 11.1, until the Letter of Credit has been depleted or otherwise terminated. (b) Guarantor hereby represents (i) that the execution and delivery of this Agreement and the performance by Guarantor of its obligations hereunder do not violate any law applicable to Guarantor, conflict with any material agreement by which it is bound or require the consent or approval of any Governmental Authority Borrower or any other Person except for any violation, conflict or default that would not reasonably be expected to have a material adverse effect on Guarantor, (ii) that, assuming the due authorization, execution and delivery by Purchaser, this Agreement constitutes the valid and binding agreement of Guarantor enforceable against Guarantor in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors’ rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity), (iii) that Guarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (iv) that the execution and delivery of this Agreement and the performance of its obligations hereunder are within its powers and have been duly authorized by all necessary action and do not contravene the terms of its organizational or charter documentstheir respective assets.

Guaranty by Guarantor. (a) Guarantor hereby unconditionallyabsolutely, absolutely irrevocably and irrevocably guaranteesunconditionally guarantees to JPM and its successors and permitted assigns the due and punctual payment and performance of all Guaranteed Obligations (as defined below) when the same shall become due and payable, in each case after any applicable grace periods or notice requirements, according to the terms of the LLC Agreement, or, if applicable, the relevant Fluid Supply Agreement, as the case may be. This Guaranty constitutes a primary obligor guarantee of payment when due and owing, and not merely of collection. Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional, irrespective of the validity or enforceability of the LLC Agreement or any other Transaction Document (or, if applicable, the relevant Fluid Supply Agreement, as the case may be), any change therein or amendment thereto, the absence of any action to enforce the same, the recovery of any judgment against ONI (or, if applicable, in the case of the Fluid Supply Agreements, ORNI 10 or Western States, as the case may be) or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge or defense of a guarantor or a surety; provided, to Purchaser the performance by Seller of Seller’s indemnification obligations arising under or pursuant to Article IX of this Agreement however, that (the “Seller Liabilities”). Purchaser shall not be required to seek to enforce or resort to any remedies against Seller on account of Seller Liabilities. i) Guarantor’s 's obligations under this Section 11.1 Guaranty shall be a guaranty of payment and not of collection only. The guarantee pursuant subject to this Section 11.1 shall remain in full force and effect without regard to, and the effectiveness thereof shall in no way be impaired, affected, reduced or released by reason of: (i) any amendment, modification, addition or supplement of any part of this Agreement, (ii) any exercise or non-exercise by Purchaser of any right or privilege under this Agreement, or (iii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all defenses available to ONI against enforcement of the assets Guaranteed Obligations (as defined below), other than bankruptcy or insolvency of Seller ONI (or, if applicable, in the case of the Fluid Supply Agreements, ORNI 10 or Western States, as the case may be) or defenses relating to the legal existence of ONI (or, if applicable, in the case of the Fluid Supply Agreements, ORNI 10 or Western States, as the case may be) or the marshaling power and authority of assets ONI (or, if applicable, in the case of the Fluid Supply Agreements, ORNI 10 or Western States, as the case may be) to enter into and liabilities, receivership, insolvency, bankruptcy, assignment for perform under the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings LLC Agreement or any other inability to pay or perform affecting Seller or any of its assetsTransaction Document or, if applicable, the Fluid Supply Agreements, or any allegation concerning, or contest of the legality or validity of, Seller’s indemnification obligations under this Agreement. Guarantor unconditionally waives: (i) any demand or protest as the same pertains to Seller, (ii) any right to require Purchaser to proceed against Seller or to exhaust any security held by Purchaser or to pursue any other remedy (other than draws on the Letter of Credit), (iii) any defense based upon an election of remedies by Purchaser, and (iv) any duty of Purchaser to advise Guarantor of any information known to Purchaser regarding Seller. The obligations of Guarantor under this Section 11.1 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of Seller in respect of the Seller Liabilities is rescinded or must be otherwise restored by Purchaser, whether as a result of any proceedings in bankruptcy or reorganization or otherwise. Guarantor agrees that until the indefeasible payment and satisfaction in full of all Seller Liabilities, it shall not exercise any right or remedy arising by reason of any performance by it of its guaranty contained herein, whether by subrogation or otherwise, against Seller. Guarantor’s obligations under this Section 11.1 shall continue in full force and effect until such time as Seller’s obligations under Article IX of this Agreement have been fully performed. Notwithstanding any other provision of this Agreement, Purchaser shall not request payment from Guarantor under this Section 11.1, until the Letter of Credit has been depleted or otherwise terminated. (b) Guarantor hereby represents (i) that the execution and delivery of this Agreement and the performance by Guarantor of its obligations hereunder do not violate any law applicable to Guarantor, conflict with any material agreement by which it is bound or require the consent or approval of any Governmental Authority or any other Person except for any violation, conflict or default that would not reasonably be expected to have a material adverse effect on Guarantor, (ii) that, assuming the due authorization, execution execution, delivery and delivery performance by PurchaserONI of the LLC Agreement or any other Transaction Document (or, this Agreement constitutes if applicable, in the valid case of the Fluid Supply Agreements, ORNI 10 or Western States, as the case may be) or the legality, validity and binding agreement of Guarantor enforceable against Guarantor in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors’ rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity), (iii) that Guarantor is duly organized, validly existing and in good standing ONI's obligations under the laws LLC Agreement or any other Transaction Document (or, if applicable, in the case of the jurisdiction Fluid Supply Agreements, the obligations of its organizationORNI 10 or Western States, (iv) that as the execution and delivery of this Agreement and the performance of its obligations hereunder are within its powers and have been duly authorized by all necessary action and do not contravene the terms of its organizational or charter documentscase may be, thereunder).