Common use of Preservation of Rights; Further Assurances Clause in Contracts

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 the applicable Deed of Trust, reasonably satisfactory in form and substance to Administrative Agent, subjecting the real property or leasehold or other interests to the Lien created by such Deed of Trust. If reasonably requested by Administrative Agent, Borrower shall obtain an appropriate title insurance policy endorsement or supplement, as applicable, insuring the Lien of the Secured Parties in such additional property, subject only to Permitted Liens and other exceptions to title approved by Administrative Agent. 5.12.4 Upon the request of Administrative Agent, execute and deliver all documents as shall be necessary or that Administrative Agent shall reasonably request in connection with the rights and remedies of Administrative Agent and the Banks under the Operative Documents, and perform, such other reasonable acts as may be necessary to carry out the intent of this Agreement and the other Credit Documents. 5.12.5 Take such action, including the execution and filing of all such documents and instruments, as may be necessary to effect and continue the appointment of CT Corporation System as its agent for service of process in full force and effect, or if necessary by reason of any fact or condition relating to such agent, to replace such agent (but only after having given notice and evidence thereof to Administrative Agent).

Preservation of Rights; Further Assurances. 5.12.1 Maintain in full force and effect, perform (subject to Section 5.2a) the obligations of Borrower, each Guarantor and each Non-Guarantor under, preservePreserve, protect and defend the material rights of Borrower, each Guarantor and each Non-Guarantor Borrower 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 Borrower thereunder and enforcement of any material 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; providedPROVIDED, howeverHOWEVER, that upon the occurrence and during the continuance of an any Event of Default Default, if Administrative Agent Lender requests that certain actions be taken and the applicable Loan Party (other than Ormat Technologies) Borrower fails to take the requested actions action within five Banking (5) Business Days, Administrative Agent Lender may enforce enforce, in its own name, in the name of Lender or in such Loan PartyBorrower's name, such rights of such Loan Party in the manner and to the extent provided in the Security Agreements and the other Credit DocumentsBorrower. 5.12.2 (b) From time to time, execute, acknowledge, record, register, deliver and/or file all such notices, statements, instruments and other documents (documents, including any memorandum of lease or other agreement, financing statement, continuation statement, certificate of title or estoppel certificate), certificate relating to the Loans Loan Facility stating the interest and charges then due and any known Events of Default or Potential Events of Defaultdefaults, 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 Lender 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 Agentsatisfactory to Lender, and pay all reasonable fees and expenses (including reasonable attorneys' feesfees and expenses) incident to compliance with this Section 5.12.2SECTION 5.9(B). 5.12.3 (c) If Borrower, any Guarantor or any Non-Guarantor that previously has executed and delivered a Deed of Trust Borrower shall at any time acquire any real property or leasehold or other interest in real property not covered by any such Deed of Trustproperty, then promptly upon such acquisition, acquisition (or on the Closing Date if such acquisition occurred prior thereto) execute, deliver and record a supplement to the applicable Deed of Trustmortgage, reasonably satisfactory in form and substance to Administrative AgentLender, subjecting the such real property or leasehold or other interests to the Lien a lien and security interest of Lender created by such Deed of Trust. If reasonably requested by Administrative Agent, Borrower shall obtain an appropriate title insurance policy endorsement or supplement, as applicable, insuring the Lien of the Secured Parties in such additional property, subject only to Permitted Liens and other exceptions to title approved by Administrative Agentmortgage. 5.12.4 Upon the request of Administrative Agent, execute and deliver all documents as shall be necessary or that Administrative Agent shall reasonably request in connection with the rights and remedies of Administrative Agent and the Banks under the Operative Documents, and perform, such other reasonable acts as may be necessary to carry out the intent of this Agreement and the other Credit Documents. 5.12.5 Take such action, including the execution and filing of all such documents and instruments, as may be necessary to effect and continue the appointment of CT Corporation System as its agent for service of process in full force and effect, or if necessary by reason of any fact or condition relating to such agent, to replace such agent (but only after having given notice and evidence thereof to Administrative Agent).

Preservation of Rights; Further Assurances. 5.12.1 5.15.1 Maintain in full force and effect, perform in all material respects (subject to Section 5.2) the obligations of Borrower, each Guarantor and each Non-Guarantor Borrower under, preserve, protect and defend the material rights of BorrowerBorrower under and, 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, Borrower in the exercise of its business judgment deems it proper) prosecution of suits to enforce any material right of such Loan Party Borrower 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) Borrower fails to take the requested actions within five Banking Days, Administrative Agent or Collateral Agent (as applicable) may enforce in its own name or in such Loan PartyBorrower's name, such rights of such Loan Party in the manner and to the extent Borrower, all as more particularly provided in the Security Agreements Agreement and the other Credit Documents. 5.12.2 5.15.2 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 Term Loans stating the interest and charges then due and any known Events of Default or Potential Events of DefaultInchoate 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 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 Collateral Agent, and pay all reasonable fees and expenses (including reasonable attorneys' fees) incident to compliance with this Section 5.12.2., 5.12.3 5.15.3 If Borrower, any Guarantor or any Non-Guarantor that previously has executed and delivered a Deed of Trust Borrower shall at any time acquire any real property or leasehold or other interest in real property not covered by any such Deed of Trustthe Mortgage, then promptly upon such acquisition, execute, deliver and record a supplement to the applicable Deed of TrustMortgage, reasonably satisfactory in form and substance to Administrative Agent, subjecting the real property or leasehold or other interests to the Lien and security interest created by such Deed of Trustthe Mortgage. If reasonably requested by Administrative Agent, Borrower shall obtain an appropriate title insurance policy endorsement or supplement, as applicable, supplement to the Title Policy insuring the Lien of the Secured Parties in such additional property, subject only to Permitted Liens and other exceptions to title approved by Administrative Agent. 5.12.4 5.15.4 Upon the request of Administrative Agent or Collateral Agent, execute and deliver all documents as shall be necessary or that Administrative Agent or Collateral Agent (as the case may be) shall reasonably request in connection with the rights and remedies of Administrative Agent or Collateral Agent (as the case may be) and the Banks Lenders under the Operative Documents, and perform, such other reasonable acts as may be necessary to carry out the intent of this Agreement and the other Credit DocumentsDocuments (including any such acts necessary to implement a Required HoldCo Transfer). 5.12.5 5.15.5 Take such action, including the execution and filing of all such documents and instruments, as may be necessary to effect and continue the appointment of CT Corporation System Service Company as its agent for service of process in full force and effect, or if necessary by reason of any fact or condition relating to such agent, to replace such agent (but only after having given notice and evidence thereof to Administrative Agent).

Preservation of Rights; Further Assurances. 5.12.1 Maintain in full force and effect, perform (subject to Section 5.2a) the obligations of Borrower, each Guarantor and each Non-Guarantor under, preservePreserve, protect and defend the material rights of Borrower, each Guarantor and each Non-Guarantor Borrower 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 Borrower thereunder and enforcement of any material 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 an any Event of Default Default, if Administrative Agent Lender requests that certain actions be taken and the applicable Loan Party (other than Ormat Technologies) Borrower fails to take the requested actions action within five Banking (5) Business Days, Administrative Agent Lender may enforce enforce, in its own name, in the name of Lender or in such Loan PartyBorrower's name, such rights of such Loan Party in the manner and to the extent provided in the Security Agreements and the other Credit DocumentsBorrower. 5.12.2 (b) Use its best efforts to extend or renew the City of Albuquerque Franchise to a period at least as long as the period during which the Loan Facility is outstanding, including giving timely written notice under Section 4 of the City of Albuquerque Franchise of Borrower's intention to seek renewal of such franchise. (c) From time to time, execute, acknowledge, record, register, deliver and/or file all such notices, statements, instruments and other documents (documents, including any memorandum of lease or other agreement, financing statement, continuation statement, certificate of title or estoppel certificate), certificate relating to the Loans Loan Facility stating the interest and charges then due and any known Events of Default or Potential Events of Defaultdefaults, 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 Lender 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 Agentsatisfactory to Lender, and pay all reasonable fees and expenses (including reasonable attorneys' feesfees and expenses) incident to compliance with this Section 5.12.25.9(b). 5.12.3 (d) If Borrower, any Guarantor or any Non-Guarantor that previously has executed and delivered a Deed of Trust Borrower shall at any time acquire any real property or leasehold or other interest in real property not covered by any such Deed of Trustproperty, then promptly upon such acquisition, acquisition (or on the Closing Date if such acquisition occurred prior thereto) execute, deliver and record a supplement to the applicable Deed of Trustmortgage, reasonably satisfactory in form and substance to Administrative AgentLender, subjecting the such real property or leasehold or other interests to the Lien a lien and security interest of Lender created by such Deed of Trust. If reasonably requested by Administrative Agent, Borrower shall obtain an appropriate title insurance policy endorsement or supplement, as applicable, insuring the Lien of the Secured Parties in such additional property, subject only to Permitted Liens and other exceptions to title approved by Administrative Agentmortgage. 5.12.4 Upon the request of Administrative Agent, execute and deliver all documents as shall be necessary or that Administrative Agent shall reasonably request in connection with the rights and remedies of Administrative Agent and the Banks under the Operative Documents, and perform, such other reasonable acts as may be necessary to carry out the intent of this Agreement and the other Credit Documents. 5.12.5 Take such action, including the execution and filing of all such documents and instruments, as may be necessary to effect and continue the appointment of CT Corporation System as its agent for service of process in full force and effect, or if necessary by reason of any fact or condition relating to such agent, to replace such agent (but only after having given notice and evidence thereof to Administrative Agent).

Preservation of Rights; Further Assurances. 5.12.1 Maintain 5.13.1 Subject to Section 5.2.2, each Co-Borrower shall 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 Section 5.2a good faith dispute) the obligations of Borrower, each Guarantor and each Nonsuch Co-Guarantor Borrower under, preserve, protect and defend the material rights of Borrower, each Guarantor and each Nonsuch Co-Guarantor Borrower 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 Borrower, a Guarantor or a Nonsuch Co-Guarantor, as applicable, Borrower in the exercise of its business judgment deems it proper) prosecution of suits to enforce any material right of such Loan Party Co-Borrower thereunder and enforcement of any material claims with respect thereto, in each case except where failure to do so would not reasonably be expected to have a Material Adverse Effect; provided, however, provided that upon the occurrence and during early termination of a Major Project Document resulting from the continuance material breach of the Major Project Document by the relevant counterparty shall not constitute 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 the Co-Borrowers replace such Major Project Document in accordance with Section 7.1.14(b) or 7.1.14(d). Such Co-Borrower shall enforce all rights to receive liquidated damages from any counterparty to any Major Project Document and enforce all material rights under the Security Agreements and the other Credit DocumentsPIE Contract. 5.12.2 5.13.2 From time to time, each Co-Borrower shall 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), certificate relating to the Loans stating the interest and charges then due and any known Events of Default or Potential Events of DefaultInchoate Defaults), and take such other steps as may be reasonably necessary or reasonably 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 and otherwise in such form and at such times as shall be necessary or as shall be reasonably requested by Administrative Collateral Agent, and pay all reasonable fees and expenses (including reasonable attorneys' ’ fees) incident to compliance with this Section 5.12.25.13.2. 5.12.3 5.13.3 If Borrower, any Guarantor or any Noneither Co-Guarantor that previously has executed and delivered a Deed of Trust Borrower shall at any time acquire any real property or leasehold or other interest in real property (including any Hydrocarbon Interest) that is necessary or material to the construction and operation of the Project or that has a value in excess of $1,000,000 (other than any types of property that are expressly excluded from the Mortgages by its terms) and is not covered by any such Deed of Trustthe Mortgages, then promptly upon within a reasonable period of time following such acquisitionacquisition (and in any event no later than 90 days thereafter or such longer period, not to exceed 120 days, as approved by the Administrative Agent (at the direction of the Required Lenders)), execute, deliver and record a supplement or amendment to the applicable Deed of TrustMortgages, reasonably satisfactory in form and substance to Administrative Agent, subjecting the real property or leasehold or other interests to the Lien and security interest created by such Deed of Trustthe Mortgages. If reasonably requested by the Administrative Agent, other than for Hydrocarbon Interests, such Co-Borrower shall obtain an appropriate title insurance policy endorsement or supplement, as applicable, supplement to the Title Policy insuring (i) the Lien of the Secured Parties in such additional property, subject only to Permitted Liens and other exceptions to title approved by Administrative Agent, and (ii) the continuing second priority lien of the Mortgages (subject only to Permitted Liens and any other exceptions to title as are reasonably acceptable to Administrative Agent). 5.12.4 5.13.4 Upon the reasonable request of Administrative any Agent, each Borrower Party shall execute and deliver all documents as shall be necessary or that Administrative such Agent shall reasonably request in connection with the rights and remedies of Administrative such Agent and the Banks Lenders under the Operative Credit Documents, and perform, perform such other reasonable acts as may be necessary to carry out the intent of this Agreement and the other Credit Documents. 5.12.5 Take such action, including the execution and filing of all such documents and instruments, as may be necessary to effect and continue the appointment of CT Corporation System as its agent for service of process in full force and effect, or if necessary by reason of any fact or condition relating to such agent, to replace such agent (but only after having given notice and evidence thereof to Administrative Agent).

Preservation of Rights; Further Assurances. 5.12.1 Maintain 5.13.1 Subject to Section 5.2.2, each Co-Borrower shall 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 Section 5.2a good faith dispute) the obligations of Borrower, each Guarantor and each Nonsuch Co-Guarantor Borrower under, preserve, protect and defend the material rights of Borrower, each Guarantor and each Nonsuch Co-Guarantor Borrower 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 Borrower, a Guarantor or a Nonsuch Co-Guarantor, as applicable, Borrower in the exercise of its business judgment deems it proper) prosecution of suits to enforce any material right of such Loan Party Co-Borrower thereunder and enforcement of any material claims with respect thereto, in each case except where failure to do so would not reasonably be expected to have a Material Adverse Effect; provided, however, provided that upon the occurrence and during early termination of a Major Project Document resulting from the continuance material breach of the Major Project Document by the relevant counterparty shall not constitute 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 the Co-Borrowers replace such Major Project Document in accordance with Section 7.1.14(b) or 7.1.14(d). Such Co-Borrower shall enforce all rights to receive liquidated damages from any counterparty to any Major Project Document and enforce all material rights under the Security Agreements and the other Credit DocumentsPIE Contract. 5.12.2 5.13.2 From time to time, each Co-Borrower shall 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), certificate relating to the Loans stating the interest and charges then due and any known Events of Default or Potential Events of DefaultInchoate Defaults), and take such other steps as may be reasonably necessary or reasonably 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 and otherwise in such form and at such times as shall be necessary or as shall be reasonably requested by Administrative Collateral Agent, and pay all reasonable fees and expenses (including reasonable attorneys' ’ fees) incident to compliance with this Section 5.12.25.13.2. 5.12.3 5.13.3 If Borrower, any Guarantor or any Noneither Co-Guarantor that previously has executed and delivered a Deed of Trust Borrower shall at any time acquire any real property or leasehold or other interest in real property (including any Hydrocarbon Interest) that is necessary or material to the construction and operation of the Project or that has a value in excess of $1,000,000 (other than any types of property that are expressly excluded from the Mortgages by its terms) and is not covered by any such Deed of Trustthe Mortgages, then promptly upon within a reasonable period of time following such acquisitionacquisition (and in any event no later than 90 days thereafter or such longer period, not to exceed 120 days, as approved by the Administrative Agent (at the direction of the Required Lenders)), execute, deliver and record a supplement or amendment to the applicable Deed of TrustMortgages, reasonably satisfactory in form and substance to Administrative Agent, subjecting the real property or leasehold or other interests to the Lien and security interest created by such Deed of Trustthe Mortgages. If reasonably requested by the Administrative Agent, other than for Hydrocarbon Interests, such Co-Borrower shall obtain an appropriate title insurance policy endorsement or supplement, as applicable, supplement to the Title Policy insuring (i) the Lien of the Secured Parties in such additional property, subject only to Permitted Liens and other exceptions to title approved by Administrative Agent, and (ii) the continuing first priority lien of the Mortgages (subject only to Permitted Liens and any other exceptions to title as are reasonably acceptable to Administrative Agent). 5.12.4 5.13.4 Upon the reasonable request of Administrative any Agent, each Borrower Party shall execute and deliver all documents as shall be necessary or that Administrative such Agent shall reasonably request in connection with the rights and remedies of Administrative such Agent and the Banks Lenders under the Operative Credit Documents, and perform, perform such other reasonable acts as may be necessary to carry out the intent of this Agreement and the other Credit Documents. 5.12.5 Take such action, including the execution and filing of all such documents and instruments, as may be necessary to effect and continue the appointment of CT Corporation System as its agent for service of process in full force and effect, or if necessary by reason of any fact or condition relating to such agent, to replace such agent (but only after having given notice and evidence thereof to Administrative Agent).

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, preserve5.16.1 Preserve, protect and defend the material rights of Borrower, each Guarantor and each Non-Guarantor Borrower under and take all reasonable action necessary to prevent termination (except by expiration in accordance with its terms) of each and every Major material Project DocumentDocument relating to the Initial Projects and the Funded Subsequent Projects, 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 Borrower 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) Borrower fails to take the requested actions within five Banking DaysDays and such failure reasonably could be expected to have a Material Adverse Effect on Borrower or any Project, Administrative Agent may enforce in its own name or in such Loan PartyBorrower's name, such rights of such Loan Party in the manner and to the extent provided in the Security Agreements and the other Credit DocumentsBorrower. 5.12.2 5.16.2 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 Defaultdefaults, 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 Banks 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, including (x) granting Liens, subject to no other Liens other than Permitted Liens, in favor of Administrative Agent, in any Project or portion thereof not part of the Collateral and (y) causing its shareholders to grant a first priority Lien to Administrative Agent in all the ownership interests in Borrower, in each case to the extent permitted, without any waivers, and consistently with the characterization of the Debt incurred and Liens granted hereunder and under the other Credit Documents, under the Calpine Indenture, in each case in such form and at such times as shall be reasonably requested by satisfactory to Administrative Agent, and pay all reasonable fees and expenses (including reasonable attorneys' fees) incident to compliance with this Section 5.12.25.16.2. 5.12.3 If Borrower5.16.3 Subject to Section 6.23, and to the extent permitted without any Guarantor or any Non-Guarantor that previously has executed and delivered a Deed of Trust waivers under the Calpine Indenture, if Borrower shall at any time acquire any real property or leasehold or other interest in real property related to an Initial Project or a Funded Subsequent Project not covered by any such Deed the Deeds of Trust, then promptly upon such acquisition, acquisition (or on the Closing Date if such acquisition occurred prior thereto) execute, deliver and record a supplement to the applicable Deed of Trust or execute, deliver and record a new Deed of Trust, reasonably satisfactory in form and substance to Administrative Agent, subjecting the real property or leasehold or other interests so acquired to a lien and security interest in favor of Administrative Agent and the Lien created Banks, subject only to Permitted Liens and other exceptions to title approved by such Deed of TrustAdministrative Agent. If reasonably requested by Administrative Agent, Borrower shall obtain an appropriate title insurance policy endorsement or supplement, as applicable, supplement to the applicable Title Policy or procure a new Title Policy insuring the Lien of the Secured Parties Banks in such additional property, subject only to Permitted Liens and other exceptions to title approved by Administrative Agent, and shall obtain subordination and nondisturbance agreements from applicable third parties to the extent reasonably requested by Administrative Agent. 5.12.4 Upon 5.16.4 Perform, upon the request of Administrative Agent, execute and deliver all documents as shall be necessary or that Administrative Agent shall reasonably request in connection with the rights and remedies of Administrative Agent and the Banks under the Operative Documents, and perform, such other reasonable acts as may be necessary to carry out the intent of this Agreement and the other Credit Documents. 5.12.5 Take such action, including the execution and filing of all such documents and instruments, as may be necessary to effect and continue the appointment of CT Corporation System as its agent for service of process in full force and effect, or if necessary by reason of any fact or condition relating to such agent, to replace such agent (but only after having given notice and evidence thereof to Administrative Agent).

Preservation of Rights; Further Assurances. 5.12.1 Maintain in full force and effect, perform (subject to Section 5.2a) the obligations of Borrower, each Guarantor and each Non-Guarantor under, preservePreserve, protect and defend the material rights of Borrower, each Guarantor and each Non-Guarantor the Borrower 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 the Borrower thereunder and enforcement of any material claims with respect thereto, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; provided, however, provided that upon the occurrence and during foregoing shall not preclude the continuance of Borrower’s right to cure a Default under Section 6.15(iii) by entering into 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 agreement with a Replacement Obligor as provided in the Security Agreements and the other Credit DocumentsSection 6.15(iii). 5.12.2 (b) From time to time, (i) 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 Secured Obligations, stating the interest and charges then due and any known Events of Default or Potential Events of Defaultdefaults, and (ii) take such other steps as may be reasonably 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 satisfactory to the Administrative Agent, and pay all reasonable fees and expenses (including reasonable attorneys' ’ fees) incident to compliance with this Section 5.12.25.12(b). 5.12.3 (c) If Borrower, any Guarantor or any Non-Guarantor that previously has executed and delivered a Deed of Trust the Borrower shall at any time acquire any real property or leasehold or other interest in real property not covered by any such Deed of Trustthe Mortgages or Leasehold Mortgage, then promptly upon such acquisition, acquisition (or on the Closing Date if such acquisition occurred prior thereto) execute, deliver and record a supplement to the applicable Deed of TrustMortgages or Leasehold Mortgage, as applicable, reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent, subjecting the such real property or leasehold or other interests to the Lien lien and security interest created by such Deed of Trustthe Mortgages or Leasehold Mortgage. If reasonably requested by the Administrative Agent, the Borrower shall obtain an appropriate title insurance policy endorsement or supplement, as applicable, supplement to the Title Policy insuring the Lien of the Secured Parties Administrative Agent and the Collateral Agent in such additional property, subject only to the Permitted Liens and other exceptions to title approved by the Administrative Agent. 5.12.4 Upon (d) Perform, upon the reasonable request of the Administrative Agent, execute and deliver all documents as shall be necessary or that Administrative Agent shall reasonably request in connection with the rights and remedies of Administrative Agent and the Banks under the Operative Documents, and perform, such other reasonable acts as may be necessary to carry out the intent of this Agreement and the other Credit Documents. 5.12.5 Take such action, including the execution and filing of all such documents and instruments, as may be necessary to effect and continue the appointment of CT Corporation System as its agent for service of process in full force and effect, or if necessary by reason of any fact or condition relating to such agent, to replace such agent (but only after having given notice and evidence thereof to Administrative Agent).

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, preserve5.16.1 Preserve, protect and defend the material rights of Borrower, the Portfolio Entities under each Guarantor material Project Document relating to the Funded Projects and under each Non-Guarantor under and take all reasonable action necessary Turbine Purchase Contract relating to prevent termination (except by expiration in accordance with its terms) of each and every Major Project Documentthe Funded Turbines, 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 rights of such Loan Party the Portfolio Entities 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 Portfolio Entities fail to take the requested actions within five Banking DaysDays and such failure reasonably could be expected to have a Material Adverse Effect on Borrower, any such Project or any such Turbine, Administrative Agent may enforce in its own name or in such Loan Partythe relevant Portfolio Entity's name, such rights of such Loan Party in the manner and to the extent provided in the Security Agreements and the other Credit Documentsany Portfolio Entity. 5.12.2 5.16.2 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 Defaultdefaults, 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 Banks 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, including (x) granting Liens, subject to no other Liens other than Permitted Liens, in favor of Administrative Agent, in any Project or portion thereof not part of the Collateral and (y) causing its partners, members or shareholders, as the case may be, to grant a first priority Lien to Administrative Agent in all the ownership interests in a Portfolio Entity, in each case to the extent permitted, without any waivers, and consistently with the characterization of the Debt incurred and Liens granted hereunder and under the other Credit Documents, under the Calpine Indenture, in each case in such form and at such times as shall be reasonably requested by satisfactory to Administrative Agent, and pay all reasonable fees and expenses (including reasonable attorneys' fees) incident to compliance with this Section 5.12.25.16.2. 5.12.3 If Borrower5.16.3 Subject to Section 6.23, any Guarantor or any Non-Guarantor that previously has executed and delivered if a Deed of Trust Portfolio Entity shall at any time acquire any real property or leasehold or other interest in real property related to a Funded Project not covered by any such Deed the Deeds of Trust, then promptly upon such acquisition, acquisition (or on the Closing Date if such acquisition occurred prior thereto) in furtherance of the Lien on the Project and related Collateral granted on the respective Funding Date execute, deliver and record a supplement to the applicable Deed of Trust or, if necessary, execute, deliver and record a new Deed of Trust, reasonably satisfactory in form and substance to Administrative Agent, subjecting the real property or leasehold or other interests so acquired to a lien and security interest in favor of Administrative Agent and the Banks, subject only to Permitted Liens and other exceptions to title approved by Administrative Agent, securing all of the relevant Portfolio Entity's Obligations under the Credit Documents other than such Obligations relating to Projects owned by Project Owners that own one or more Projects that have achieved Operation prior to the Lien created by execution of such Deed of Trust. If reasonably requested by Administrative Agent, Borrower shall obtain an appropriate title insurance policy endorsement or supplement, as applicable, supplement to the applicable Title Policy or procure a new Title Policy insuring the Lien of the Secured Parties Banks in such additional property, subject only to Permitted Liens and other exceptions to title approved by Administrative Agent, and shall obtain subordination and nondisturbance agreements from applicable third parties to the extent reasonably requested by Administrative Agent. 5.12.4 Upon 5.16.4 Perform, upon the request of Administrative Agent, execute and deliver all documents as shall be necessary or that Administrative Agent shall reasonably request in connection with the rights and remedies of Administrative Agent and the Banks under the Operative Documents, and perform, such other reasonable acts as may be necessary to carry out the intent of this Agreement and the other Credit Documents. 5.12.5 Take such action5.16.5 Cause the Pledged Equity Interests to be "certificated securities" as defined in Article 8 of the UCC and include in each appropriate Portfolio Entity's constituent documents terms, including in each case consistent with Section 8-103(c) of the execution and filing of all such documents and instruments, as may be necessary to effect and continue the appointment of CT Corporation System as its agent for service of process in full force and effect, or if necessary by reason of any fact or condition relating to such agentUCC, to replace the effect that the corresponding Pledged Equity Interests are "securities" (as such agent (but only after having given notice and evidence thereof to Administrative Agent)term is defined in Article 8 of the UCC) governed by Article 8 of the UCC.

Preservation of Rights; Further Assurances. 5.12.1 5.15.1 Maintain in full force and effect, perform in all material respects (subject to Section 5.2) the obligations of Borrower, each Guarantor and each Non-Guarantor Borrower under, preserve, protect and defend the material rights of BorrowerBorrower under and, 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, Borrower in the exercise of its business judgment deems it proper) prosecution of suits to enforce any material right of such Loan Party Borrower 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) Borrower fails to take the requested actions within five Banking Days, Administrative Agent or Collateral Agent (as applicable) may enforce in its own name or in such Loan PartyBorrower's name, such rights of such Loan Party in the manner and to the extent Borrower, all as more particularly provided in the Security Agreements Agreement and the other Credit Documents. 5.12.2 5.15.2 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 Term Loans stating the interest and charges then due and any known Events of Default or Potential Events of DefaultInchoate 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 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 Collateral Agent, and pay all reasonable fees and expenses (including reasonable attorneys' fees) incident to compliance with this Section 5.12.2., 5.12.3 5.15.3 If Borrower, any Guarantor or any Non-Guarantor that previously has executed and delivered a Deed of Trust Borrower shall at any time acquire any real property or leasehold or other interest in real property not covered by any such Deed of Trustthe Mortgage, then promptly upon such acquisition, execute, deliver and record a supplement to the applicable Deed of TrustMortgage, reasonably satisfactory in form and substance to Administrative Agent, subjecting the real property or leasehold or other interests to the Lien and security interest created by such Deed of Trustthe Mortgage. If reasonably requested by Administrative Agent, Borrower shall obtain an appropriate title insurance policy endorsement or supplement, as applicable, supplement to the Title Policy insuring the Lien of the Secured Parties in such additional property, subject only to Permitted Liens and other exceptions to title approved by Administrative Agent. 5.12.4 5.15.4 Upon the request of Administrative Agent or Collateral Agent, execute and deliver all documents as shall be necessary or that Administrative Agent or Collateral Agent (as the case may be) shall reasonably request in connection with the rights and remedies of Administrative Agent or Collateral Agent (as the case may be) and the Banks Lenders under the Operative Documents, and perform, such other reasonable acts as may be necessary to carry out the intent of this Agreement and the other Credit DocumentsDocuments (including any such acts necessary to implement a Required HoldCo Transfer). 5.12.5 5.15.5 Take such action, including the execution and filing of all such documents and instruments, as may be necessary to effect and continue the appointment of CT Corporation System Service Company as its agent for service of process in full force and effect, or if necessary by reason of any fact or condition relating to such agent, to replace such agent (but only after having given notice and evidence thereof to Administrative Agent). 5.15.6 From and after the Support Date (as defined below), if and to the extent that Rocky Mountain Borrower is unable to satisfy all of its payment obligations to the Rocky Mountain Secured Parties, then Borrower shall promptly contribute cash equity which is otherwise available for distribution pursuant to Waterfall Level 9 of Section 3.2.2(b) of the Depositary Agreement or Waterfall Xxxxx 0 of Section 3.2.2(d) of the Depositary Agreement, as applicable, to Rocky Mountain Borrower in an amount equal to the amount of such shortfall (the "Required Cash Contribution"); it being understood that (a) as of the date hereof, the Support Date has not occurred and will not occur unless certain debt instruments of Sponsor and its subsidiaries are amended or replaced so as to permit Borrower's commitment to make the Required Cash Contribution, (b) there is no reason to believe that the Support Date will occur and (c) neither Borrower nor any of its Affiliates is under any obligation to use any efforts cause the Support Date to occur. The "Support Date" is the first date on which Borrower's commitment to make the Required Cash Contribution is permitted by the debt instruments of the Sponsor and its subsidiaries (including requirements in such instruments relating to the non-recourse nature of the Rocky Mountain Term Loans), as determined in good faith by the managers of Borrower in their sole discretion.