Preservation of Rights; Further Assurances. 5.12.1 Maintain in full force and effect, perform (subject to Section 5.2) the obligations of Borrower, each Guarantor and each Non-Guarantor under, preserve, protect and defend the material rights of Borrower, each Guarantor and each Non-Guarantor under and take all reasonable action necessary to prevent termination (except by expiration in accordance with its terms) of each and every Major Project Document, including (where Borrower, a Guarantor or a Non-Guarantor, as applicable, in the exercise of its business judgment deems it proper) prosecution of suits to enforce any material right of such Loan Party thereunder and enforcement of any material claims with respect thereto; provided, however, that upon the occurrence and during the continuance of an Event of Default if Administrative Agent requests that certain actions be taken and the applicable Loan Party (other than Ormat Technologies) fails to take the requested actions within five Banking Days, Administrative Agent may enforce in its own name or in such Loan Party's name, such rights of such Loan Party in the manner and to the extent provided in the Security Agreements and the other Credit Documents.
5.12.2 From time to time, execute, acknowledge, record, register, deliver and/or file all such notices, statements, instruments and other documents (including any memorandum of lease or other agreement, financing statement, continuation statement, certificate of title or estoppel certificate), relating to the Loans stating the interest and charges then due and any known Events of Default or Potential Events of Default, and take such other steps as may be necessary or advisable to render fully valid and enforceable under all applicable laws the rights, liens and priorities of the Secured Parties with respect to all Collateral and other security from time to time furnished under this Agreement and the other Credit Documents or intended to be so furnished, in each case in such form and at such times as shall be reasonably requested by Administrative Agent, and pay all reasonable fees and expenses (including reasonable attorneys' fees) incident to compliance with this Section 5.12.2.
5.12.3 If Borrower, any Guarantor or any Non-Guarantor that previously has executed and delivered a Deed of Trust shall at any time acquire any real property or leasehold or other interest in real property not covered by any such Deed of Trust, then promptly upon such acquisition, execute, deliver and record a supplement to t...
Preservation of Rights; Further Assurances. (a) Borrower shall preserve, protect and defend its rights (and the rights of each Project Company, as applicable) under each and every Project Document, including (where necessary or appropriate) prosecution of suits to enforce any material right of Borrower (or any Project Company, as applicable) thereunder and enforcement of any claims with respect thereto.
(b) From time to time as reasonably requested by any Agent, Borrower shall (and Borrower shall cause each Project Company to) execute, acknowledge, record, register, deliver and/or file all such notices, statements, instruments and other documents (including any memorandum of lease or other agreement, financing statement, continuation statement, fixture filing, certificate of title or estoppel certificate) relating to the Loans and other Obligations of Borrower hereunder stating the interest and charges then due and any known defaults, and take such other steps as may be necessary or reasonably advisable to render fully valid and enforceable under all applicable laws the rights, Liens and priorities of the Secured Parties (or any Agent on their behalf) with respect to all Collateral and other security from time to time furnished under this Financing Agreement and the other Financing Documents or intended to be so furnished, in each case in such form, together with such legal opinions as may reasonably be requested by any Agent and at such times as shall be reasonably satisfactory to Security Agent, and pay all reasonable fees and expenses (including reasonable attorneys’ fees) incident to compliance with this Section 7.13(b).
(c) If Borrower (or any Project Company) shall at any time acquire any real property or leasehold, easement or other interest in real property not covered by the Mortgage Documents, promptly upon such acquisition, Borrower shall (and Borrower shall cause each Project Company to) execute, deliver and record a supplement to the Mortgage Documents, reasonably satisfactory in form and substance to Security Agent, subjecting such real property or leasehold, easement or other interests to the Lien and security interest created by the Mortgage Documents.
Preservation of Rights; Further Assurances. (a) Preserve, protect and defend the rights of each Noble Entity under each and every Project Document, including, if appropriate, prosecution of suits to enforce any right of each Noble Entity thereunder and enforcement of any claims with respect thereto except, in each case, as could not reasonably be expected to have a Material Adverse Effect.
(b) From time to time as reasonably requested by Administrative Agent, execute, acknowledge, record, register, deliver and/or file all notices, statements, instruments and other documents (including any memorandum of lease or other agreement, financing statement, continuation statement, fixture filing, certificate of title or estoppel certificate) relating to the Loans and other Obligations stating the interest and charges then due in accordance with the Collateral Documents, take such other steps as may be necessary to maintain the rights, Liens and priorities of Administrative Agent and the Lenders in accordance with the Collateral Documents with respect to the Collateral.
(c) If any Noble Entity shall at any time acquire any fee interest in real property or leasehold, easement or other interest in real property valued in excess of $500,000 or necessary for the proper operation, maintenance or construction of a Project which is not covered by any Mortgage, promptly upon such acquisition, execute, deliver and record a supplement to the relevant Mortgage in form and substance similar to the existing Mortgages, subjecting such fee interest in real property or leasehold, easement or other interests in real property to the Lien and security interest created by such Mortgage and cause the Title Insurer to endorse the Title Policy for such Project to include such additional real property interest, at Borrower’s expense.
(d) If a Landowner Mortgagee commences a foreclosure or other proceeding relating to a fee mortgage on a Site for which a Non-Disturbance Agreement has not been delivered to Administrative Agent, Borrower agrees to cure all defaults of such Landowner under such mortgage, deliver a Non-Disturbance Agreement to Administrative Agent or cause such mortgage to be released of record with respect to such Site, within ten (10) days prior to the date such foreclosure or other proceeding can result in the Lien of the Mortgage being foreclosed out; provided, however, that this Section 5.11(d) shall not apply to any fee mortgage on an Ancillary Border Parcel.
Preservation of Rights; Further Assurances. Borrowers shall:
Preservation of Rights; Further Assurances. (a) Preserve, protect and defend the material rights of Borrowers under each and every Project Document, including prosecution of suits to enforce any right thereunder and enforcement of any claims with respect thereto. Additionally, at any time while an Event of Default shall have occurred and be continuing, Borrowers shall follow any and all instructions of Lender in respect of actions to be taken to enforce Borrowers’ rights under the Material Project Documents.
(b) From time to time as reasonably requested by Lender, execute, acknowledge, record, register, deliver or file all such notices, statements, instruments and other documents (including any financing statement, continuation statement, certificate of title or estoppel certificate) relating to the Loans and other Obligations of Borrowers hereunder stating the interest and charges then due, and take such other steps as may be necessary or advisable to render fully valid and enforceable under all applicable laws the rights, Liens and priorities of Lender with respect to the Collateral, in each case in such form and at such times as shall be reasonably satisfactory to Lender, and pay all reasonable fees and expenses (including reasonable attorneys’ fees) incident to compliance with this Section 5.8. Upon foreclosure upon the Projects or the appointment of a receiver pursuant to Section 7.2, Borrowers shall, at their sole cost and expense, cooperate fully and completely to effect the assignment or transfer of any license, permit, agreement or any other right necessary or useful to the operation of the Projects subject to such foreclosure or receivership.
Preservation of Rights; Further Assurances. (a) Maintain in full force and effect, preserve, protect and defend the material rights of Borrower, and take all actions necessary to prevent termination or cancellation (except as permitted by the Operative Documents) by, and enforce against, other parties the material terms of each Project Document, including prosecution of suits to enforce any right of Borrower thereunder and enforcement of any claims with respect thereto.
(b) Follow any and all instructions of the Administrative Agent (acting at the direction of and on behalf of the Majority Lenders) in respect of actions to be taken to enforce the Borrower’s rights under the Master Lease.
(c) Preserve and maintain the security interests granted under the Collateral Documents and undertake all actions that are necessary or appropriate to (a) maintain the Collateral Agent’s security interest in the Collateral in full force and effect at all times (including the priority thereof), (b) preserve and protect the Collateral and (c) protect and enforce the Borrower’s rights and title and the rights of the Collateral Agent and the other Secured Parties to the Collateral, including the making or delivery of all filings and recordations, the payment of all fees and other charges and the issuance of supplemental documentation.
(d) From time to time as reasonably requested by the Administrative Agent, execute, acknowledge, record, register, deliver and/or file all such notices, statements, instruments and other documents (including any financing statement, continuation statement, certificate of title or estoppel certificate) as are necessary or appropriate to carry out the interest and purposes of the Financing Documents or necessary to maintain the Collateral Agent’s perfected security interest in the Collateral to the extent and in the priority required pursuant to the Collateral Documents. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
Preservation of Rights; Further Assurances. 5.15.1 Each Project Company shall cause its Project to maintain in full force and effect, perform (subject to Section 5.2) the obligations of the applicable Project Company under, preserve, protect and defend the material rights of such Project Company under and, subject to Section 5.13(b), take all reasonable action necessary to prevent termination (except by expiration in accordance with its terms) of each and every Major Project Document, including (where each such Project Company in the exercise of its business judgment deems it proper) prosecution of suits to enforce any material right of such Project Company thereunder and enforcement of any material claims with respect thereto. Without limiting the foregoing, Borrower shall enforce all of its rights under the Completion Undertaking Agreements and the Undertaking Support LCs (to the extent the Undertaking Support LCs are held by Borrower) and the Project Companies shall enforce all of their rights under the Construction Contract Guaranties.
Preservation of Rights; Further Assurances. From time to time as reasonably requested by the Lender, the Borrower shall or shall cause any other Loan Party to: (a) execute, publish, record, register, deliver and/or file all such notices, statements, instruments, agreements, and certificates as may be required to provide the Lender with first ranking or first priority opposable or perfected Liens, subject only to Permitted Liens, on the Charged Property; (b) cause to be delivered by its counsel customary opinions in respect of any document referred to in clause (a); (c) execute such acknowledgements relating to the Loan and other Obligations of the Borrower stating the interest and charges then due and any known Defaults; and (d) take such other steps as may be necessary or advisable to render fully valid and enforceable under all Applicable Laws the Liens of the Lender with respect to the Charged Property and the rights and priorities of the Lender with respect to the Collateral, in each case, in such form and at such times as shall be reasonably required by the Lender.
Preservation of Rights; Further Assurances. (a) Preserve, protect and defend the rights of Borrower under each and every Project Document, including prosecution of suits to enforce any right of Borrower thereunder and enforcement of any claims with respect thereto, and, at the request of Lender, permit Lender to participate in such capacity as it may choose in any such suit, any defense thereof or in the preparation therefor; provided, however, that upon the occurrence and during the continuance of any Event of Default, if Lender requests that certain actions be taken and Borrower fails to take the requested action within five (5) Business Days, Lender may enforce, in its own name, in the name of Lender or Borrower's name, such rights of Borrower.
(b) From time to time, execute, acknowledge, record, register, deliver and/or file all such notices, statements, instruments and other documents, including any memorandum of lease or other agreement, financing statement, continuation statement, certificate of title or estoppel certificate relating to the Loan Facility stating the interest and charges then due and any known defaults, and take such other steps as may be necessary or advisable to render fully valid and enforceable under all applicable laws the rights, liens and
Preservation of Rights; Further Assurances. 5.13.1 Subject to Section 5.2.2, each Project Company shall cause its Project to maintain in full force and effect, perform (to the extent not excused by force majeure events or the nonperformance of the other party and not subject to a good faith dispute) the obligations of the applicable Project Company under, preserve, protect and defend the material rights of such Project Company under and take all reasonable action necessary to prevent early termination (except by expiration in accordance with its terms) of each and every Major Project Document, including (where each such Project Company in the exercise of its business judgment deems it proper) prosecution of suits to enforce any material right of such Project Company thereunder and enforcement of any material claims with respect thereto, in each case except where failure to do so could not reasonably be expected to have a Material Adverse Effect.
