ORMAT INTERNATIONAL, INC., a company incorporated under the laws of the State of Delaware whose registered head office is at Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, State of Delaware 19801 (the “Ormat Sponsor”);

ORMAT HOLDING CORP., an exempted company with limited liability incorporated in the Cayman Islands with registered number MC-63118 and its registered office at PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman KY1-1104, Cayman Islands (the “Ormat HoldCo”);

ORPOWER 11 INC., an exempted company with limited liability incorporated in the Cayman Islands with registered number MC-74257 and its registered office at PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman KY1-1104, Cayman Islands (the “Ormat Shareholder”);

ORSARULLA INC., an exempted company with limited liability incorporated in the Cayman Islands with registered number MC-186158 and its registered office at PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman KY1-1104, Cayman Islands (the “Ormat Borrower Entity”);

SARULLA OPERATIONS LTD, an exempted company with limited liability incorporated in the Cayman Islands with registered number MC-196738 and its registered office at PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman KY1-1104, Cayman Islands (the “Operator”);

MIZUHO BANK, LTD., as intercreditor agent for the Senior Secured Parties (in such capacity, the “Intercreditor Agent”); and

MIZUHO BANK (USA), as offshore security agent for the Senior Secured Parties (in such capacity, the “Offshore Security Agent”).

The Senior Lenders have made available certain credit facilities to the Borrower on and subject to the terms and conditions of certain of the Senior Finance Documents in order to assist the Borrower to implement the Project.

The Hedging Banks have entered or will enter into certain hedging arrangements with the Borrower on and subject to the terms and conditions of certain of the Senior Finance Documents in order to assist the Borrower to implement the Project.

As a condition precedent to the credit facilities and hedging arrangements being made available to the Borrower pursuant to the Senior Finance Documents, the Senior Secured Parties require the Ormat Equity Parties and the Operator, and the Ormat Equity Parties and the Operator have agreed, to enter into this Deed.

Definitions and Interpretation

Definitions

Construction

Terms defined, or incorporated by reference in, the Common Terms Agreement or the Accounts Agreement have the same meaning when used in this Deed unless otherwise defined in this Deed or the context otherwise requires.

The provisions of Clause 1.2 (Construction), Clause 1.3 (Successors and Assigns) and Clause 1.4 (Miscellaneous) (except for Clause 1.4(f) (Calculations)) of the Common Terms Agreement are hereby incorporated into this Deed mutatis mutandis, except that references therein to “this Agreement” shall be deemed to be references to this Deed.

Effect as a Deed

Subordinated Documents

Third Party Rights

Acknowledgement

the Senior Secured Parties have entered into or will enter into the Senior Finance Documents to which any Equity Party is a party in reliance on it entering into and becoming bound by the provisions of this Deed; and

its obligations under this Deed shall become effective on and from the date on which this Deed is executed by it, notwithstanding that the First Drawdown Date may or may not occur.

Base Equity Contributions

Base Equity Commitment

Core Base Equity Commitment

Subject to paragraph (b) below, the Ormat Sponsor shall ensure that  the Ormat Shareholder makes Base Equity Contributions in an amount equal to the Relevant Percentage Share of such amount of Equity as is necessary to enable the Borrower to fund Project Costs as and when they fall due for payment.

No Base Equity Contribution shall be required to be made pursuant to paragraph (a) above:

unless and until the Total Commitment has been fully utilised up to the Senior Debt Provisional Limit; or

if and to the extent that the making of such Base Equity Contribution would result in the aggregate amount of Base Equity Contributions made pursuant to paragraph (a) above exceeding the Core Base Equity Commitment.

Top-Up Base Equity Commitment

Subject to paragraph (b) below, the Ormat Sponsor shall ensure that, not less than six (6) Business Days prior to each Drawdown Date on which a Top-Up Advance is to be made, the Ormat Shareholder makes one or more Base Equity Contributions in an aggregate amount equal to the Relevant Percentage Share of such amount of Equity as is necessary to ensure that, on the date of that Drawdown Notice and the date on which the Top-Up Advance contemplated by the Drawdown Notice is required to be made under the Senior Finance Documents, the Borrower will satisfy the condition specified in Clause 3.4(b) (Top-Up Advances) of the Common Terms Agreement.

No Base Equity Contribution shall be required to be made pursuant to paragraph (a) above:

unless and until all Contingent Equity Contributions have been made or are required to have been made pursuant to Clause 3.2 (Funding Shortfall); or

if and to the extent that the making of such Base Equity Contribution would result in the aggregate amount of Base Equity Contributions made pursuant to paragraph (a) above exceeding the Top-Up Base Equity Commitment.

Required Base Equity Contributions

If, at any time on or before the Lenders’ Completion Date:

the Borrower is unable to fund, or is reasonably likely to be unable to fund, the payment of any Project Costs which are due and payable from the following sources of funds:

the amounts standing to the credit of the Construction and Supply Accounts and the Onshore Disbursement Account; or

the undrawn and uncancelled Total Commitment, but excluding for this purpose the undrawn and uncancelled Total Commitment if and to the extent that such Total Commitment is not available to be drawn at that time in accordance with the provisions of the Senior Finance Documents due to any failure or inability of the Borrower to satisfy any of the conditions specified in Clause 3 (Conditions Precedent) of the Common Terms Agreement; and

there is any Unutilised Base Equity Commitment as at that date,

the Operator must, not later than three (3) Business Days after that date, deliver to all Sponsors a notice specifying the amount of the shortfall; or

if the Operator fails to deliver a notice in accordance with paragraph (A) above, the Intercreditor Agent may deliver such notice (provided that a failure by the Intercreditor Agent to deliver a notice to any Sponsor other than the Ormat Sponsor will not affect the Ormat Sponsor’s obligations under this Clause 2.4).

The Ormat Sponsor shall ensure that the Ormat Shareholder makes, not later than seven (7) Business Days after a notice is delivered to it under paragraph (a) above, one or more Base Equity Contributions in an aggregate amount equal to the lesser of:

the Relevant Percentage Share of the shortfall amount specified in the notice delivered under paragraph (a) above; and

the Unutilised Base Equity Commitment at the time the Base Equity Contributions are required to be made under this paragraph (b).

Contingent Equity Contributions

Contingent Equity Commitment

Funding Shortfall

If, at any time on or before the Lenders’ Completion Date:

there is a Funding Shortfall;

the Core Base Equity Commitment has been fully utilised in accordance with the provisions of this Deed; and

at the time of such Funding Shortfall there is any Unutilised Contingent Equity Commitment,

the Operator must, promptly after it becomes aware that the Funding Shortfall has occurred and in any event not later than three (3) Business Days after the Funding Shortfall occurs, deliver to all Sponsors a notice specifying that a Funding Shortfall has occurred and the relevant Funding Shortfall Amount; or

if the Operator fails to deliver a notice in accordance with paragraph (A) above, the Intercreditor Agent may deliver such notice (provided that a failure by the Intercreditor Agent to deliver a notice to any Sponsor other than the Ormat Sponsor will not affect the Ormat Sponsor’s obligations under this Clause 3.2).

The Ormat Sponsor shall ensure that the Ormat Shareholder makes, not later than seven (7) Business Days after a notice is delivered to it under paragraph (a) above, one or more Contingent Equity Contributions in an aggregate amount equal to the lesser of:

the Relevant Percentage Share of the Funding Shortfall Amount specified in the notice delivered under paragraph (a) above; and

the Unutilised Contingent Equity Commitment at the time the Contingent Equity Contributions are required to be made under this paragraph (b).

Acceleration of Equity Commitments

Right to accelerate

If, at any time prior to the Lenders’ Completion Date, an Event of Default subsists, then the Intercreditor Agent may deliver an Equity Acceleration Notice to the Ormat Borrower Entity and the Ormat Sponsor requiring the Ormat Sponsor to pay, or procure the payment of, an amount equal to the Unutilised Base Equity Commitment, calculated as at the date of the Equity Acceleration Notice.

If:

the Intercreditor Agent exercises any Remedies pursuant to which all Senior Loans are declared prematurely due and payable; or

a Hedging Counterparty exercises its rights pursuant to Clause 5.2(a)(i)(E) (Hedging Counterparty Restrictions) of the Intercreditor Deed, and the Intercreditor Agent is instructed pursuant to the Intercreditor Deed to take the following action,

If the Debt to Equity Ratio at the Lenders’ Completion Date exceeds the Maximum Debt to Equity Ratio, then the Intercreditor Agent may deliver an Equity Acceleration Notice to the Ormat Borrower Entity and the Ormat Sponsor requiring the Ormat Sponsor to pay, or procure the payment of, by the time required under Clause 5.3(d)(ii) (Debt to Equity Ratio) of the Common Terms Agreement, an amount equal to the lesser of:

the Relevant Percentage Share of the Mandatory Debt to Equity Ratio Prepayment Amount; and

the sum of the Unutilised Base Equity Commitment and the Unutilised Contingent Equity Commitment, calculated as at the date of the Equity Acceleration Notice.

Timing of payment

Acknowledgement

Manner of Effecting Equity Contributions

Acceptance of Equity Contributions

Share capital subscription requirements

Payment of Equity Contributions

All monies payable in respect of any Equity Contribution required to be made under Clauses 2.2 (Core Base Equity Commitment), 2.3 (Top-Up Base Equity Commitment), 2.4 (Required Base Equity Contributions) or 3.2 (Funding Shortfall) shall be paid:

in the case of an Equity Contribution in the form of a Subordinated Shareholder Loan, to the Onshore Disbursement Account; or

in the case of an Equity Contribution otherwise than in the form of a Subordinated Shareholder Loan, to the Offshore Construction and Supply Account,

All monies payable in respect of any Equity Contribution required to be made under Clause 4 (Acceleration of Equity Commitments) shall be paid:

in the case of an Equity Contribution in the form of a Subordinated Shareholder Loan, to:

subject to paragraph (B) below, the Onshore Disbursement Account; or

if otherwise required by the Intercreditor Agent or after all amounts outstanding under the Senior Finance Documents have been accelerated pursuant to Clause 21.27(a) (Remedies) of the Common Terms Agreement, such other account as notified to the Ormat Sponsor by the Offshore Security Agent or the Intercreditor Agent; or

in the case of an Equity Contribution otherwise than in the form of a Subordinated Shareholder Loan, to:

subject to paragraph (B) below, the Offshore Construction and Supply Account; or

if otherwise required by the Intercreditor Agent or after all amounts outstanding under the Senior Finance Documents have been accelerated pursuant to Clause 21.27(a) (Remedies) of the Common Terms Agreement, such other account as notified to the Ormat Sponsor by the Intercreditor Agent.

Necessary actions

No release of obligations

Unconditional obligation to pay

If, for any reason whatsoever (including any insolvency proceedings with respect to any Ormat Equity Party, the Ormat Borrower Entity, the Operator or any other person, or the unenforceability of any obligations under this Deed or the Senior Finance Documents or the fact that monies cannot be paid pursuant to this Deed), any Ormat Equity Party is not able to make or procure the making of an Equity Contribution to the Ormat Borrower or otherwise as contemplated by this Deed, including subscribing and paying for any share capital in any person or advancing any Subordinated Shareholder Loan, the Ormat Sponsor shall, nevertheless, pay to the Intercreditor Agent (to such account and in such manner as the Intercreditor Agent may notify to the Ormat Sponsor) the amount of that payment for application towards payment of the relevant Equity Contribution in accordance with this Deed.

If the Ormat Sponsor makes a payment under paragraph (a) above:

the payment will:

be treated as being an Equity Contribution made pursuant to the provisions of this Deed, which, but for the circumstances specified in paragraph (a) above, would have applied; and

will discharge the Ormat Sponsor’s obligations to make the relevant Equity Contribution in an amount equal to the amount of the payment; and

the Ormat Borrower Entity will be liable to the Ormat Sponsor for the amount of the payment as if the amount constituted a Subordinated Shareholder Loan pursuant to the Subordinated Shareholder Loan Agreement.

The obligations of each Ormat Equity Party and the Ormat Borrower Entity to make Equity Contributions pursuant to this Deed will not be affected by any act, omission, matter or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Deed (whether or not known to it or a Senior Secured Party), including:

any time or waiver granted to, or composition with, any person;

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take-up or enforce any rights against, or security over the assets of any person whatsoever or any non-presentation or non-observance of any formality or other requirement in respect of any instruments or any failure to realise the full value of any other security;

any incapacity or lack of powers, authority or legal personality of or dissolution or change in the members or status of any person;

any variation (however fundamental) or replacement of a Senior Finance Document or any other document or security so that references to the Senior Finance Documents in this Deed shall include each variation or replacement;

any unenforceability, illegality or invalidity of any obligations of any person under any Senior Finance Document, or any other document or security, to the intent that each Ormat Equity Party’s and the Ormat Borrower Entity’s obligations under this Deed shall remain in full force, and this Deed shall be construed accordingly, as if there were no such unenforceability, illegality or invalidity; or

any postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of any person under the Senior Finance Documents resulting from any insolvency proceeding or from any law, regulation or order so that each such obligation shall for the purposes of each Ormat Equity Party’s and the Ormat Borrower Entity’s obligations under this Deed be construed as if there were no such circumstance.

Utilisation of Equity Commitments

Subject to paragraph (b) below, Equity Contributions made pursuant to this Deed and in respect of the Core Base Equity Commitment, the Top-Up Base Equity Commitment or the Contingent Equity Commitment (as the case may be) and which are applied in or towards the payment of Project Costs shall constitute a utilisation of, or drawing under, the Core Base Equity Commitment, the Top-Up Base Equity Commitment or the Contingent Equity Commitment, as applicable.

The Parties acknowledge and agree that no Equity Contributions that have been made, or any other amounts paid, by or for the account or on behalf of any Ormat Equity Party, whether in respect of the payment or reimbursement of Project Costs (or any other amounts in connection with the Project) or any investment in or other payments in connection with the Project, in each case at any time on or before the First Drawdown Date, shall reduce the Base Equity Commitment or the Contingent Equity Commitment, except, with respect to the Core Base Equity Commitment only, if the Intercreditor Agent has approved the amount of such reduction in writing on or before the date of delivery of the First Drawdown Notices, then the Core Base Equity Commitment shall be deemed to have been reduced by the amount of such reduction.

Minimum share capital requirement

Acceptable Letters of Credit

Establishment of Acceptable Letters of Credit

The Ormat Sponsor confirms that:

as at the Signing Date, it is not an Eligible Sponsor; and

due to it not being an Eligible Sponsor as at the Signing Date, it has procured that:

one (1) Acceptable Equity Contribution LCs have been issued not later than the Signing Date, in an aggregate amount not less than the Unutilised Base Equity Commitment as at the Signing Date; and

one (1) Acceptable Equity Contribution LCs have been issued not later than the Signing Date, in an aggregate amount not less than the Unutilised Contingent Equity Commitment as at the Signing Date.

If, at any time prior to the Lenders’ Completion Date, the Ormat Sponsor becomes an Eligible Sponsor, the Ormat Sponsor may, by delivering written notice to the Intercreditor Agent attaching evidence that it is an Eligible Sponsor, require the Intercreditor Agent to return to it all Acceptable Equity Contribution LCs delivered to it pursuant to this Deed.

At any time not more than three (3) Acceptable Equity Contribution LCs may be put in place with respect to each of the Unutilised Base Equity Commitment and the Unutilised Contingent Equity Commitment.

The Ormat Sponsor may, as an alternative to performing its obligations under paragraph (a)(ii) above, elect to comply with the following provisions (and evidence of such election shall be compliance by the Ormat Sponsor with subparagraph (i) below), in which case:

the Ormat Sponsor shall, not later than 11.00 am (Singapore time) on or before the Signing Date, deposit into the PLN Credit Reserve Account in same day cleared funds an amount equal to USD1,273,176.40, which shall represent the Ormat Sponsor’s Relevant Percentage Share of all up-front fees payable to the Senior Lenders and commitment fees payable to the Senior Lender during the period from the Signing Date to (and including) 30 April 2014;

if, on or before 20 April 2014, the Acceptable Equity Contribution LCs referred to in paragraph (a)(ii) above have not been issued in accordance with this Deed, the Ormat Sponsor shall, not later than 11.00 am (Singapore time) on the Business Day immediately following delivery by the Intercreditor Agent to the Ormat Sponsor of a notice requiring it to do so, deposit into the PLN Credit Reserve Account the amount specified in the notice as being the Relevant Percentage Share of all commitment fees payable by the Borrower to the Senior Lenders pursuant to the Senior Finance Documents during the period commencing on (and including) 1 May 2014 and ending on (and including) 31 May 2014; and

if sub-paragraph (ii) applies and the Acceptable Equity Contribution LCs referred to in paragraph (a)(ii) above have not been issued in accordance with this Deed within twenty (20) days after the first day of any calendar month (the relevant month) commencing with the second calendar month following the Signing Date, the Ormat Sponsor shall, not later than 11.00 am (Singapore time) on the Business Day immediately following delivery by the Intercreditor Agent to the Ormat Sponsor of a notice requiring it to do so, deposit into the PLN Credit Reserve Account the amount specified in the notice as being the Relevant Percentage Share of all commitment fees payable by the Borrower to the Senior Lenders pursuant to the Senior Finance Documents during the period commencing on (and including) the first day of the calendar month following the relevant month and ending on (and including) the last day of that calendar month,

ensure that the Acceptable Equity Contribution LCs referred to in paragraph (a)(ii) above are issued in accordance with this Deed before the Borrower delivers the First Drawdown Notices.

Any deposits by the Ormat Sponsor into the PLN Credit Reserve Account pursuant to paragraph (d) above will not constitute an Equity Contribution for the purposes of the Senior Finance Documents.

Acceptable Equity Contribution LC Requirements

be issued by an Eligible Bank in favour of the Offshore Security Agent (on behalf of the Senior Secured Parties) as the beneficiary in the amount (denominated in Dollars) required by this Deed;

be for the account of the Ormat Sponsor; and

unless otherwise approved by the Intercreditor Agent, be in substantially the form of Part A (Part A – Form of Standby Letter of Credit) or Part B (Part B – Form of Payment Letter of Credit) of Schedule 1 and be issued on terms that:

identify that the Acceptable Equity Contribution LC has been issued with respect to the Unutilised Base Equity Commitment or the Unutilised Contingent Equity Commitment (as applicable) and the Ormat Sponsor’s obligations to make Equity Contributions in accordance with the provisions of this Deed;

such Acceptable Equity Contribution LC shall have an initial expiration date of at least one year beyond the date of issuance;

there are no conditions to drawing on the Acceptable Equity Contribution LC other than the submission of a demand or draw request in the prescribed form;

multiple drawdowns are permitted under the Acceptable Equity Contribution LC from time to time, without the requirement of prior notice to any person, to satisfy the outstanding obligations of the Ormat Sponsor then due in accordance with this Deed;

none of the Ormat Shareholder, the Ormat Borrower Entity, the Operator, or any other Borrower Entity shall be required to make any reimbursement or any other payment to the issuer or otherwise with respect thereto, or provide the issuer or any other person with any claim against any Ormat Equity Party (other than the Ormat Sponsor), the Operator, any other Borrower Entity or any other Equity Party other than the Ormat Sponsor, whether for costs of maintenance, reimbursement of costs drawn thereunder or otherwise; and

no obligation relating to such Acceptable Equity Contribution LC may be secured by any Security Interest over any assets secured by any Transaction Security.

If the Ormat Sponsor indemnifies an Eligible Bank in respect of a payment under an Acceptable Letter of Credit, the Ormat Sponsor shall, subject to paragraph (e) below, be deemed to have made a Subordinated Shareholder Loan to the Ormat Borrower Entity (on the same terms as set forth in the Subordinated Shareholder Loan Agreement) in the amount of such payment and such amount shall constitute Subordinated Liabilities (but, for the avoidance of doubt, shall not constitute a Subordinated Shareholder Loan under paragraph (b) of the definition of “Equity Contribution”).

Indemnity payments referred to in paragraph (d) above may be treated as a Subordinated Shareholder Loan in accordance with paragraph (d) above to the extent the Ormat Sponsor would remain in compliance with Clause 5.8 (Minimum share capital requirement).

Drawing of Acceptable Letters of Credit

The Offshore Security Agent, at the direction of the Intercreditor Agent, shall have the right to draw upon any Acceptable Equity Contribution LC, or any renewal or extension thereof, in whole or in part without notice to any Ormat Equity Party, the Ormat Borrower Entity or any other person, and without prejudice to the Ormat Sponsor’s obligations under this Deed, in accordance with the following provisions:

if the Ormat Sponsor fails to comply with any of its obligations under:

Clause 2 (Base Equity Contributions) to make a Base Equity Contribution, the Offshore Security Agent, at the direction of the Intercreditor Agent, may make a demand or draw request under an Acceptable Equity Contribution LC provided pursuant to Clause 6.1(a)(i) (Establishment of Acceptable Letters of Credit); or

Clause 3 (Contingent Equity Contributions) to make a Contingent Equity Contribution, the Offshore Security Agent, at the direction of the Intercreditor Agent, may make a demand or draw request under an Acceptable Equity Contribution LC provided pursuant to Clause 6.1(a)(ii)(B) (Establishment of Acceptable Letters of Credit);

on any date that is at least thirty (30) days after the Eligible Bank that provides such Acceptable Equity Contribution LC is no longer an Eligible Bank, unless an Ormat Equity Party has:

deposited cash into the Base Equity Commitment Cash Collateral Account (in the case of an Acceptable Equity Contribution LC issued with respect to the Unutilised Base Equity Commitment) or the Contingent Equity Commitment Cash Collateral Account (in the case of an Acceptable Equity Contribution LC issued with respect to the Unutilised Base Equity Commitment) in an amount equal to the then-stated amount of the relevant Acceptable Equity Contribution LC then in place; or

provided a replacement Acceptable Equity Contribution LC in an amount equal to the then-stated amount of the Acceptable Equity Contribution LC being replaced; or

if the Offshore Security Agent has not been provided with a renewal or replacement of the Acceptable Equity Contribution LC at least thirty (30) days prior to the expiration of such Acceptable Equity Contribution LC, unless an Ormat Equity Party has deposited cash into the Base Equity Commitment Cash Collateral Account (in the case of an Acceptable Equity Contribution LC issued with respect to the Unutilised Base Equity Commitment) or the Contingent Equity Commitment Cash Collateral Account (in the case of an Acceptable Equity Contribution LC issued with respect to the Unutilised Contingent Equity Commitment) in an amount equal to the then-stated amount of the relevant Acceptable Equity Contribution LC then in place.

All drawings under an Acceptable Equity Contribution LC shall be paid by way of deposit into:

the Offshore Construction and Supply Account; or

if an Event of Default subsists, such other account as notified to the Ormat Sponsor by the Offshore Security Agent or the Intercreditor Agent.

The Intercreditor Agent shall use its reasonable endeavours to notify an Ormat Sponsor at least one Business Day prior to instructing the Offshore Security Agent to make any drawing under an Acceptable Equity Contribution LC; provided, however, that failure by the Intercreditor Agent to comply with the foregoing obligation shall not prejudice the right of the Offshore Security Agent to draw upon any Acceptable Equity Contribution LC.

Changes in face amounts of Acceptable Letters of Credit

If the amount available to be drawn under an Acceptable Equity Contribution LC provided pursuant to Clause 6.1(a)(i) (Establishment of Acceptable Letters of Credit) (when aggregated with all amounts standing to the credit of the Base Equity Commitment Cash Collateral Account) exceeds the then-applicable Unutilised Base Equity Commitment or Clause 6.1(a)(ii)(B) (Establishment of Acceptable Letters of Credit) (when aggregated with all amounts standing to the credit of the Contingent Equity Commitment Cash Collateral Account) exceeds the then-applicable Unutilised Contingent Equity Commitment, then the Ormat Sponsor may:

by delivering written notice to the Intercreditor Agent require the Intercreditor Agent to instruct the Offshore Security Agent to reduce the face amount of the Acceptable Equity Contribution LC, in which case the Intercreditor Agent shall procure the Offshore Security Agent to effect such reduction as soon as reasonably practicable after it receives such notice; or

deliver to the Offshore Security Agent a new Acceptable Equity Contribution LC having a lesser stated amount that equals or exceeds the then-applicable Unutilised Base Equity Commitment or Unutilised Contingent Equity Commitment (as applicable), and upon receipt of such Acceptable Equity Contribution LC the Offshore Security Agent shall return the existing Acceptable Equity Contribution LC to the Ormat Sponsor,

If, at any time as notified by the Intercreditor Agent to the Ormat Sponsor, the amount available to be drawn under an Acceptable Equity Contribution LC provided pursuant to Clause 6.1(a)(i) (Establishment of Acceptable Letters of Credit) (when aggregated with all amounts standing to the credit of the Base Equity Commitment Cash Collateral Account) is less than the then-applicable Unutilised Base Equity Commitment or Clause 6.1(a)(ii)(B) (Establishment of Acceptable Letters of Credit) (when aggregated with all amounts standing to the credit of the Contingent Equity Commitment Cash Collateral Account) is less than the then-applicable Unutilised Contingent Equity Commitment, then the Ormat Sponsor shall procure, by not later than five (5) Business Days after such notice:

an increase in the undrawn amount of the Acceptable Equity Contribution LC; or

the replacement of such Acceptable Equity Contribution LC,

Requirement to maintain Acceptable Letters of Credit

an insolvency proceeding affecting the issuer thereof;

the application of any Applicable Law; or

the expiry of such Affected Letter of Credit in accordance with its terms in circumstances where the Offshore Security Agent was entitled to draw down the available undrawn amount thereof on its expiry date in accordance with Clause 6.3 (Drawing of Acceptable Letters of Credit) but did not,

Cash Collateral

As an alternative to delivering an Acceptable Equity Contribution LC (or any portion thereof) required pursuant to this Deed, the Ormat Sponsor may, or if any Acceptable Equity Contribution LC provided pursuant to this Clause 6 is terminated or expires and no replacement Acceptable Equity Contribution LC is provided pursuant to this Clause 6, the Ormat Sponsor shall, make cash deposits (in Dollars):

if the relevant Acceptable Equity Contribution LC relates to the Unutilised Base Equity Commitment, in an aggregate amount equal to the then-applicable Unutilised Base Equity Commitment and in immediately available funds into a bank account (which may be located outside of Indonesia) designated by the Intercreditor Agent or the Offshore Security Agent which shall be subject to a first-ranking Security Interest in favour of the Offshore Security Agent (for the benefit of the Senior Secured Parties) in form and substance approved by the Intercreditor Agent (the “Base Equity Commitment Cash Collateral Account”); or

if the relevant Acceptable Equity Contribution LC relates to the Unutilised Contingent Equity Commitment, in an aggregate amount equal to the then-applicable Unutilised Contingent Equity Commitment and in immediately available funds into a bank account (which may be located outside of Indonesia) designated by the Intercreditor Agent or the Offshore Security Agent which shall be subject to a first-ranking Security Interest in favour of the Offshore Security Agent (for the benefit of the Senior Secured Parties) in form and substance approved by the Intercreditor Agent (the “Contingent Equity Commitment Cash Collateral Account”).

Any amounts deposited into the Base Equity Commitment Cash Collateral Account or the Contingent Equity Commitment Cash Collateral Account pursuant to this Clause 6.6 shall be applied in accordance with this Deed at the same times and in the same manner as if they were amounts available to be drawn under the relevant Acceptable Equity Contribution LC and may be withdrawn by the Sponsor to the extent such amount exceeds the then-applicable Unutilised Base Equity Commitment or Unutilised Contingent Equity Commitment or at any time if replaced by an Acceptable Equity Contribution LC.

Sponsor Guarantee and Indemnity

Guarantee and indemnity

guarantees to each Senior Secured Party the punctual performance by each other Ormat Equity Party of all of its obligations under this Deed;

undertakes with each Senior Secured Party that, whenever another Ormat Equity Party does not pay any amount when due under or in connection with this Deed, the Ormat Sponsor shall immediately on demand pay that amount as if it was the principal obligor; and

agrees with each Senior Secured Party that, if any obligation guaranteed by it under paragraph (a) above is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Senior Secured Party immediately on demand against any cost, loss or liability it incurs as a result of such obligation becoming unenforceable, invalid or illegal or as a result thereof an amount which would otherwise be due and payable under this Deed is not paid when due. The amount payable by the Ormat Sponsor under this indemnity will not exceed the amount it would have had to pay under this Deed if the amount claimed had been recoverable on the basis of the guarantee given by it pursuant to paragraph (a) above.

Waiver of defences

any time or waiver granted to, or composition with, any person;

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take-up or enforce any rights against, or security over the assets of any person whatsoever or any non-presentation or non-observance of any formality or other requirement in respect of any instruments or any failure to realise the full value of any other security;

any incapacity or lack of powers, authority or legal personality of or dissolution or change in the members or status of any person;

any variation (however fundamental) or replacement of a Senior Finance Document or any other document or security so that references to the Senior Finance Documents in this Deed shall include each variation or replacement;

any unenforceability, illegality or invalidity of any obligations of any person under any Senior Finance Document, or any other document or security, to the intent that the Ormat Sponsor’s obligations under this Clause 7 shall remain in full force, and this Clause 7 shall be construed accordingly, as if there were no such unenforceability, illegality or invalidity; or

any postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of any person under the Senior Finance Documents resulting from any insolvency proceeding or from any law, regulation or order so that each such obligation shall for the purposes of the Ormat Sponsor’s obligations under this Clause 7 be construed as if there were no such circumstance.

Continuing guarantee

Reinstatement

Immediate recourse

Appropriations

refrain from applying or enforcing any other monies, security or rights held or received by that Senior Secured Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Ormat Sponsor shall not be entitled to the benefit of the same; and

hold in an interest-bearing suspense account any monies received from the Ormat Sponsor or on account of the Ormat Sponsor’s liability under this Clause 7.

Additional security

Ownership Restrictions

General

any shares which it holds (directly or indirectly) in the capital of any Ormat Equity Party, the Ormat Borrower Entity or the Operator (“Relevant Equity Interests”); or

any rights or interests in any Subordinated Shareholder Loan Agreement to which it is party or in or with respect to any Subordinated Shareholder Loan advanced thereunder (“Relevant Subordinated Liabilities”),

Transfers prior to the O&M Changeover Date

Transfers after the O&M Changeover Date

all or any of the Kyushu Sponsor, the Itochu Sponsor, the Ormat Sponsor, the Medco Sponsor (or any transferee of the Medco Sponsor approved by the Intercreditor Agent) directly or indirectly:

and legally and beneficially, collectively own at least fifty one per cent. (51%) of all shares in the capital of the Borrower Entities; and

have at least fifty one per cent. (51%) of all voting rights pursuant to the JOA and the Shareholders Agreement; and

the conditions to such Transfer set out in Clause 8.4 (Conditions to all Transfers) are satisfied with respect to such Transfer.

Conditions to all Transfers

no Default subsists at the time of the Transfer;

no Force Majeure Event exists at the time of the Transfer, unless the Intercreditor Agent has confirmed in writing to the Borrower and the Ormat Sponsor that the Senior Lenders’ Technical Advisor and/or the Senior Lenders’ Reserves Consultant has certified to the Intercreditor Agent that the Force Majeure Event (i) is unlikely to continue for more than seven (7) continuous days in total or (ii) is unlikely to have a material and adverse effect (including in terms of delay and cost) on the implementation of the Project;

if the Transfer is of any Relevant Equity Interests:

after giving effect to the Transfer, all applicable ownership requirements under Indonesian law with respect to the Borrower or any Borrower Entity are complied with;

Relevant Subordinated Liabilities are also Transferred to the transferee in an amount which is pro rata to the proportion which the Relevant Equity Interests transferred bears to all Relevant Equity Interests held by the transferor;

the transferee of the Relevant Equity Interests:

is an entity incorporated in a jurisdiction acceptable to the Intercreditor Agent; and

has executed and delivered to the Intercreditor Agent a security agreement which creates a Security Interest over the transferee’s rights with respect to such Relevant Equity Interests in form and on terms and conditions satisfactory to the Intercreditor Agent, and such Security Interest has been, or upon completion of such transfer will be, perfected;

the transferee of such Relevant Equity Interests has delivered or caused to be delivered to the Intercreditor Agent one or more capacity and enforceability legal opinions of counsel acceptable to the Intercreditor Agent with respect to:

the relevant security agreement;

the perfection of the Security Interests created pursuant to the relevant security agreement; and

such other matters (if any) as the Intercreditor Agent reasonably require;

if such Transfer is of any Relevant Subordinated Liabilities:

Relevant Equity Interests are also Transferred to the transferee in an amount which is pro rata to the proportion which the Relevant Subordinated Liabilities transferred bears to all Relevant Subordinated Liabilities held by the transferor;

the transferee of such Relevant Subordinated Liabilities has executed and delivered to the Intercreditor Agent a Subordinated Shareholder Loan Assignment Agreement in form and on terms and conditions satisfactory to the Intercreditor Agent which creates a Security Interest over the transferee’s rights with respect to the Relevant Subordinated Liabilities;

the transferee has delivered to the Intercreditor Agent one or more legal opinions of counsel acceptable to the Intercreditor Agent as to:

the enforceability of the Subordinated Shareholder Loan Assignment Agreement;

the perfection of the Security Interests created pursuant to the Subordinated Shareholder Loan Assignment Agreement; and

such other matters (if any) as the Intercreditor Agent reasonably requires;

the Intercreditor Agent has determined that the transferee is an experienced power developer or is experienced in investing in power projects financed on a limited-recourse basis (and the transferor shall provide, or procure the provision of, such information relating to the transferee as is necessary in order to enable the Intercreditor Agent to make such determination, including all information which the Intercreditor Agent reasonably requests);

the transferee and the Parties have executed all documentation (including amendments to this Deed or an amendment and restatement of this Deed and/or any accession documentation) in form and on terms and conditions acceptable to the Intercreditor Agent to reflect the obligations of the transferee as an Equity Party and the changes (if any, and as determined by the Intercreditor Agent) to the obligations of the Parties under this Deed as a result of the Transfer;

one or more legal opinions of counsel in form and substance satisfactory to the Intercreditor Agent in relation to the documents referred to in the foregoing paragraphs and such other matters (if any) as the Intercreditor Agent may reasonably require; and

each Senior Secured Party has confirmed to the Intercreditor Agent in writing that its applicable Know Your Customer Requirements with respect to the proposed transferee have been completed to its satisfaction.

Representations and warranties

Representations and warranties

Each Ormat Equity Party makes the representations and warranties set out in Clause 9.2 (Corporate existence) to Clause 9.16 (Subordinated Liabilities and Subordinated Documents) (inclusive) to the Offshore Security Agent for the benefit of each Senior Secured Party.

The Ormat Sponsor makes the representations and warranties set out in Clause 9.17 (Additional representations and warranties) to the Offshore Security Agent for the benefit of each Senior Secured Party.

Corporate existence

Power and authority

Binding Obligations

Each of the Senior Finance Documents to which it is a party constitutes, or when executed will constitute, its legal, valid and binding obligations, enforceable in accordance with its terms.

It is not necessary in order to ensure the validity, enforceability, priority or admissibility in evidence of any Senior Finance Document to which it is a party in England, Indonesia or any other relevant jurisdiction that any Senior Finance Document to which it is a party be notarised or be filed or registered with any authority in England, Indonesia or elsewhere or any other analogous procedure be observed or any Tax be paid in respect thereof, provided that for the purpose of the repetition of this representation and warranty it shall not be deemed to be a misrepresentation or breach of warranty if any Senior Finance Document to which it is a party does need to be notarised, filed, registered or another analogous procedure be observed or any Tax be paid in respect thereof and it promptly does so following the execution of the relevant Senior Finance Document.

Governing Law

The choice of governing law and submission to jurisdiction (where relevant) in each of the Senior Finance Documents to which it is a party will be recognised and enforceable in all relevant jurisdictions, including its jurisdiction.

Each of the Senior Finance Documents to which it is a party is in proper legal form for the jurisdiction by which it is governed and is capable of enforcement in such jurisdiction without any further action on the part of any person.

No Conflict

conflict in any material respect with any Applicable Law by which it or its assets are bound or affected;

conflict with its Constitutional Documents;

conflict with any Senior Finance Document or any additional agreement which is binding upon it or any of its assets;

conflict with any Government Authorization applicable to it or the Project; or

result in or create any Security Interest (other than a Permitted Security Interest) on or with respect to any of its assets.

Authorisations

the due execution and delivery of, and performance by it of its obligations under, the Senior Finance Documents to which it is a party and the exercise by it of its rights under the Senior Finance Documents to which it is a party;

the grant by it of any Transaction Security and the validity, enforceability and perfection thereof; and

the admission of the Senior Finance Documents to which it is a party in evidence in its respective jurisdiction of organisation,

Indebtedness; Ranking

Immunity

The execution by it of each Senior Finance Document to which it is a party constitutes, and its exercise of its rights and performance of its obligations under each Senior Finance Document to which it is a party will constitute, private and commercial acts done and performed for private and commercial purposes.

It is generally subject to civil and commercial law and to legal proceedings and it cannot and will not be able to claim for itself or its assets any immunity or privilege from any set-off, judgment, execution, attachment or other legal process.

Financial Statements