Indenture of Trust and Security Agreement



 Exhibit 4.8 
 INDENTURE OF TRUST AND SECURITY AGREEMENT 
 Dated as of September 23,
2011 
 among 
 OFC 2 LLC 
 ORNI 15 LLC 

ORNI 39 LLC 

ORNI 42 LLC 

HSS II, LLC 

and 

WILMINGTON TRUST COMPANY 
 as Trustee 
 and 

WILMINGTON TRUST COMPANY  
 as Depository 







 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
		
	 ARTICLE I         DEFINITIONS
	  	 	5	  
	 Section 1.01.
	  	 Terms Defined
	  	 	5	  
	 ARTICLE II        REPRESENTATIONS AND WARRANTIES OF THE ISSUERS
	  	 	6	  
	 Section 2.01.
	  	 Organization; Power; Authorization
	  	 	6	  
	 Section 2.02.
	  	 Collateral; Source of Revenues
	  	 	7	  
	 Section 2.03.
	  	 Control Over Collateral
	  	 	7	  
	 Section 2.04.
	  	 No Other Deposit Accounts
	  	 	7	  
	 Section 2.05.
	  	 Protection of Lien and Security Interest
	  	 	7	  
	 ARTICLE III      DEPOSITORY ACCOUNTS
	  	 	8	  
	 Section 3.01.
	  	 Creation of Depository Accounts
	  	 	8	  
	 Section 3.02.
	  	 Funding of Depository Accounts
	  	 	11	  
	 Section 3.03.
	  	 Disbursement of Depository Account Monies
	  	 	15	  
	 Section 3.04.
	  	 Letters of Credit; Ormat Guarantee
	  	 	37	  
	 Section 3.05.
	  	 Investment of Depository Account Moneys
	  	 	40	  
	 Section 3.06.
	  	 Reports for Administrative Agent
	  	 	40	  
	 ARTICLE IV      COVENANTS OF THE ISSUER
	  	 	41	  
	 Section 4.01.
	  	 Defense of Title
	  	 	41	  
	 Section 4.02.
	  	 Further Assurances
	  	 	41	  
	 Section 4.03.
	  	 Recordings and Filings
	  	 	41	  
	 Section 4.04.
	  	 Payment of Fees, Costs and Expenses
	  	 	42	  
	 Section 4.05.
	  	 Litigation
	  	 	43	  
	 Section 4.06.
	  	 Insurance, Condemnation
	  	 	44	  
	 Section 4.07.
	  	 Maintenance of Collateral
	  	 	47	  
	 Section 4.08.
	  	 Compliance with the Note Purchase Agreements
	  	 	47	  
	 Section 4.09.
	  	 Right of Trustee to Make Payments
	  	 	47	  
	 Section 4.10.
	  	 Deed of Trust Taxes
	  	 	48	  
	 Section 4.11.
	  	 Operative Documents
	  	 	48	  
	 Section 4.12.
	  	 Issuer Revenues
	  	 	49	  
	 Section 4.13.
	  	 No Lender Liability
	  	 	49	  
	 Section 4.14.
	  	 Funding Date Flow of Funds Memo
	  	 	49	  
	 Section 4.15.
	  	 Delivery of Operating Budget; Request for Withdrawals from Revenue Account
	  	 	50	  
	 Section 4.16.
	  	 Pledged Interests
	  	 	50	  
	 ARTICLE V        EVENTS OF DEFAULT; REMEDIES
	  	 	52	  
	 Section 5.01.
	  	 Events of Default
	  	 	52	  
	 Section 5.02.
	  	 Acceleration
	  	 	58	  
	 Section 5.03.
	  	 Rescission
	  	 	59	  
	 Section 5.04.
	  	 Remedies on Default
	  	 	59	  
	 Section 5.05.
	  	 Application of Proceeds
	  	 	62	  
	 Section 5.06.
	  	 Remedies Cumulative
	  	 	63	  
	 Section 5.07.
	  	 Waivers
	  	 	63	  


  
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 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
			
	 Section 5.08.
	  	 Control by the Senior Creditors
	  	 	64	  
	 Section 5.09.
	  	 DOE Payments After Event of Default
	  	 	65	  
	 Section 5.10.
	  	 Unconditional Nature of Issuers’ Obligations
	  	 	65	  
	 Section 5.11.
	  	 Contribution and Indemnification by Issuers
	  	 	66	  
	 ARTICLE VI      CONCERNING THE TRUSTEE
	  	 	66	  
	 Section 6.01.
	  	 Duties; Conduct; Protections
	  	 	66	  
	 Section 6.02.
	  	 Special Rights
	  	 	69	  
	 Section 6.03.
	  	 No Right of Set-off
	  	 	69	  
	 Section 6.04.
	  	 Resignation, Removal or Merger of Trustee
	  	 	70	  
	 Section 6.05.
	  	 Appointment of Additional Trustees, Separate Trustees and Co-Trustees
	  	 	71	  
	 Section 6.06.
	  	 Amendments to Other Agreements
	  	 	73	  
	 Section 6.07.
	  	 [BLM Assignments and Powers of Attorney
	  	 	73	  
	 ARTICLE VII     CONCERNING THE DEPOSITORY
	  	 	74	  
	 Section 7.01.
	  	 Duties; Conduct; Protections
	  	 	74	  
	 Section 7.02.
	  	 Special Rights
	  	 	75	  
	 Section 7.03.
	  	 No Right of Set-off
	  	 	76	  
	 Section 7.04.
	  	 Resignation, Removal or Merger of Depository
	  	 	76	  
	 ARTICLE VIII   CONSENTS TO ASSIGNMENT AND PLEDGE
	  	 	77	  
	 Section 8.01.
	  	 Consent to Pledge and Assignment
	  	 	77	  
	 Section 8.02.
	  	 Agreements of Obligees
	  	 	77	  
	 Section 8.03.
	  	 Rejection of Project Documents
	  	 	78	  
	 Section 8.04.
	  	 Performance by Trustee
	  	 	79	  
	 Section 8.05.
	  	 Payments Directly to Depository
	  	 	79	  
	 ARTICLE IX      GENERAL
	  	 	80	  
	 Section 9.01.
	  	 Amendments, Consents and Waivers
	  	 	80	  
	 Section 9.02.
	  	 Notices
	  	 	80	  
	 Section 9.03.
	  	 Obligations of Issuers Joint and Several
	  	 	81	  
	 Section 9.04.
	  	 Successors and Assigns
	  	 	81	  
	 Section 9.05.
	  	 Security Agreement
	  	 	81	  
	 Section 9.06.
	  	 Partial Invalidity
	  	 	81	  
	 Section 9.07.
	  	 Release
	  	 	81	  
	 Section 8.08.
	  	 Counterparts
	  	 	81	  
	 Section 9.09.
	  	 Headings; Dates
	  	 	81	  
	 Section 9.10.
	  	 Governing Law
	  	 	82	  
			
	 Schedules
	  		  			
	 Schedule 2.04
	  	 Deposit Accounts Maintained by Issuer
	  			
	 Schedule 3.01
	  	 Telephone Numbers for Call-Backs
	  			

  

  
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 TABLE OF CONTENTS 

 

					
	 	  	 	  	Page
			
	 Exhibits
	  		  	
	 Exhibit A
	  	 Description of Certain Collateral
	  	
	 Exhibit B
	  	 Filing Location for Deeds of Trust
	  	
	 Exhibit C
	  	 Form of Funding Date Flow of Funds Memo
	  	
	 Exhibit D
	  	 Form of Construction Withdrawal Certificate
	  	
	 Exhibit E
	  	 Form of Insurance Withdrawal Certificate
	  	
	 Exhibit F
	  	 Form of Operating Expense Certificate
	  	


  
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 INDENTURE OF TRUST AND SECURITY AGREEMENT 

INDENTURE OF TRUST AND SECURITY AGREEMENT (this “Security Agreement”), dated as of September 23, 2011, by and among
OFC 2 LLC, a Delaware limited liability company (“OFC 2”), ORNI 15 LLC, a Delaware limited liability company (“ORNI 15”), ORNI 39 LLC, a Delaware limited liability company (“ORNI 39”), ORNI 42 LLC,
a Delaware limited liability company (“ORNI 42”) and HSS II, LLC, a Delaware limited liability company (“HSS II”, and collectively with ORNI 15, ORNI 39, and ORNI 42, the “Facility Owners” and each
a “Facility Owner”, and collectively with OFC 2, the “Issuers” and each an “Issuer”), WILMINGTON TRUST COMPANY, a Delaware trust company, acting hereunder not in its individual capacity but solely
as security trustee (the “Trustee”), and WILMINGTON TRUST COMPANY, a Delaware trust company, acting hereunder not in its individual capacity but solely as depository (the “Depository”). 

R E C I T A L S 
 A. ORNI 15 is a company principally involved in the development, management, ownership and operation of a geothermal electric generating facility located at the site commonly referred to as the Jersey
Valley Facility in Pershing County, Nevada; 
 B. ORNI 39 is a company principally involved in the development, management,
ownership and operation of a geothermal electric generating facility located at the site commonly referred to as the McGinness Hills Facility in Lander County, Nevada; 
 C. ORNI 42 and HSS II are companies principally involved in the development, management, ownership and operation of a geothermal electric generating facility located at the site commonly referred to as
the Tuscarora Facility in Elko County, Nevada; 
 D. Pursuant to the terms of a Note Purchase Agreement (as amended, amended and
restated, modified and/or supplemented from time to time, the “Note Purchase Agreement”) dated as of the date hereof among the Issuers, OFC 2 Noteholder Trust (“Purchaser”), the U.S. Department of Energy
(“DOE”) and John Hancock Life Insurance Company (U.S.A.), acting thereunder not in its individual capacity but solely as administrative agent (“Administrative Agent”), Purchaser shall purchase up to $350,000,000 of
the Senior Secured Notes of the Issuers (together with all additional and replacement Notes issued under the Note Purchase Agreement, the “Notes”), the proceeds of which the Issuers shall use to pay for Project Costs as set forth in
the Note Purchase Agreement; 
 E. The Issuers are Affiliates of each other, all of the Issuers (other than OFC 2) are
Subsidiaries of OFC 2 and each Issuer has a business relationship with one or more of the other Issuers, such that each Issuer will receive benefits generally from the purchase of the Notes, the proceeds of the Notes that it receives and that each
of the other Issuers receive and the other transactions contemplated by the Loan Documents in excess of the Note proceeds that it receives, which benefits are hereby acknowledged by each Issuer to be sufficient consideration for the joint and
several liability of the Issuers with respect to the Obligations and the pledge and granting of a security interest hereunder as security for all of the Obligations; and 







 F. To induce Purchaser to purchase the Notes and as security for the payment of the Notes,
the Issuers have agreed to grant to the Trustee for the security and benefit of the Secured Parties a first priority perfected security interest in the assets described herein and subject to the terms and conditions hereof, and the Facility Owners
have each further agreed to enter into a Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (each a “Deed of Trust” and collectively the “Deeds of Trust”), covering certain real and
personal property, as further security for the Obligations (as defined below). 
 GRANTING CLAUSE 

NOW, THEREFORE, in consideration of the premises and the mutual covenants of the parties herein set forth and in order to secure the full
and punctual performance and payment of all of the Issuers’ obligations to the Secured Parties under the Note Purchase Agreement, the Notes, the Deeds of Trust, the Master Servicer Letter, the Trust Agreement and this Security Agreement,
however evidenced and whether now existing or hereafter incurred and whether direct or indirect, matured or unmatured, absolute or contingent, now due or hereafter to become due (including, without limitation, any and all costs, reasonable
attorneys’ fees and expenses that the Trustee or any other holder of the Collateral (as hereinafter defined) or the holder may incur in the collection or enforcement of such obligations whether by suit or by any other means), and any extension
or renewal of any of the foregoing, as they may become due (collectively the “Obligations”); 
 EACH ISSUER
hereby grants a security interest in and hypothecates unto the Trustee, its successors and assigns for the security and benefit of the Secured Parties, all right, title and interest of such Issuer in, under and to the following assets, wherever
located, whether now owned or hereafter acquired, together with the products and proceeds thereof and all sums due and to become due thereunder (including any tort or other claims with respect thereto), any replacements or substitutes therefor and
additions or accessions thereto (the “Security Property” and, together with the other property and assets which are subject to the lien of the other Security Documents, the “Collateral”): 

All assets owned by such Issuer, wherever located, whether now owned or hereafter acquired, including but not limited to any and all
deposit accounts, equipment, farm products, machinery, inventory, fixtures, consumer goods, accounts, securities, ownership interests, chattel paper, documents, instruments, general intangibles, investment property and money, together with the
products and proceeds thereof and all sums due and to become due thereunder (including any tort or other claims with respect thereto), any replacements or substitutes therefor and additions or accessions thereto, and including also all of such
Issuer’s right, title and interest in the following items or types of property: 
 1. Each of the Facilities described in
Part 1 of the attached Exhibit A, as amended or supplemented from time to time, and all equipment (including equipment on order and spare parts), inventories drawings, technical specifications and work in progress in connection therewith;


  
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 2. All agreements entered into or to be entered into by such Issuer, and contract,
leasehold, license or easement rights of such Issuer, relating to the Collateral, including without limitation the Project Documents and any additional agreements identified in Part 2 of the attached Exhibit A, each as amended, supplemented,
modified or restated from time to time and each of the Consents related thereto, including all rights in Intellectual Property necessary for the construction and operation of the Project; 

3. The membership interests and economic interests, now owned or hereafter acquired, of OFC 2 in each of the Facility Owners as
identified in Part 3 of Exhibit A, including without limitation (A) all rights of OFC 2 as the member and manager in each Facility Owner to receive distributions, cash, instruments and other property from time to time receivable or otherwise
distributable in respect of such interest, (B) all rights of OFC 2 to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such interest, (C) the right of OFC 2 to perform and exercise consensual or voting
rights under the operating agreement or analogous document with respect to each Facility Owner, and (D) all other rights of OFC 2 as a member and/or manager in each Facility Owner to all property and assets of each Facility Owner (whether real
property, inventory, equipment, contract rights, accounts receivable, general intangibles, securities, uncertificated securities, ownership interests, instruments, chattel paper, documents, choses in action or otherwise) (the “Pledged
Interests”); 
 4. The Indebtedness of any Facility Owner owing to OFC 2, including without limitation any PPA Letter
of Credit Indebtedness and the Equity Contribution Indebtedness owing to OFC 2, together with the instruments evidencing such Indebtedness, all rights of OFC 2 to any and all collateral securing such Indebtedness, and all interest, cash, instruments
and property from time to time receivable by or otherwise distributable to OFC in respect of such Indebtedness (the “Pledged Indebtedness”); 
 5. All Renewable Energy and Emissions Credits generated by the Project or owned by any Issuer at any time; 
 6. All cash grants under Section 1603 payable to or received by any of the Facilities or such Issuer; 
 7. All insurance, eminent domain and condemnation proceeds with respect to the Project, including all amounts on deposit in the Insurance and Condemnation Proceeds Account; 

8. All of such Issuer’s right, title and interest in and to (a) each of the Depository Accounts, all funds held therein and all
certificates and instruments, if any, from time to time representing or evidencing amounts in any of the Depository Accounts and (b) all Issuer Letters of Credit, all Equity Letters of Credit and any other Qualifying Letter of Credit provided
under the Loan Documents; 

  
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 9. All other deposit accounts, operating accounts, and other accounts of such Issuer, all
funds held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts; 

10. All monies and other securities from time to time deposited with the Trustee pursuant to any provision of this Security Agreement or
required by this Security Agreement to be held by the Trustee as security for the Obligations; 
 11. All warranties,
performance bonds and letters of credit of contractors and sub-contractors for the benefit of such Issuer, including without limitation those identified in Part 2 of Exhibit A, each as amended, supplemented, modified or restated from time to time
and each of the Consents related thereto; 
 12. All Applicable Permits and governmental or other regulatory approvals necessary
and granted to such Issuer or for the Facility owned by such Issuer, as identified in the attached Part 4 of Exhibit A, as amended or supplemented from time to time, to the extent such Applicable Permits are assignable to the Trustee; 

13. All documents of title, policies and certificates of insurance, securities, chattel paper, permits, orders, other documents or
instruments evidencing or pertaining to any and all of the foregoing Items 1 through 12; 
 14. All guaranties, liens on real or
personal property, and other agreements and property which in any way secure or relate to any of the foregoing Items 1 through 13, or are acquired for the purpose of securing and enforcing any item thereof; 

15. All books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software (owned
by such Issuer or in which it has an interest) which at any time evidence or contain information relating to any of the foregoing Items 1 through 14 or are otherwise necessary or helpful in the collection thereof or realization thereupon; and

 16. All products and proceeds of any of the Collateral in whatever form, including but not limited to, all claims to items of
the Collateral and all claims of such Issuer against third parties (i) for (A) loss, destruction or infringement of, damage to, and (B) payments due or to become due under licenses, leases, rentals and hires of, or agreements,
arrangements or contracts with respect to, any or all of such items and (ii) for proceeds payable under or unearned premiums with respect to policies of insurance. 
 Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and such Issuer shall not be deemed to have granted a security interest in, any of such Issuer’s right,
title or interest (i) in any Intellectual Property if the grant of such security interest shall 

  
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constitute or result in the abandonment, invalidation or rendering unenforceable of any right, title or interest of such Issuer therein; (ii) in any Applicable Permit to which such Issuer is
a party or any of its rights or interests thereunder, to the extent, but only to the extent, that such a grant is available or, under the terms of such Applicable Permit, results in a breach or termination of the terms of, or constitutes a default
under or termination of any such Applicable Permit (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 and 9-409 of the Uniform Commercial Code (or any successor provision or
provisions) of any relevant jurisdiction or any other applicable law or principles of equity); or (iii) amounts that have been distributed to, or have been distributed at the direction of, such Issuer from the Distribution Suspension Account in
accordance with the terms of this Agreement and the Note Purchase Agreement; provided, however, that, with respect to either of clause (i) or (ii) above, such security interest shall attach immediately at such time as the condition causing
such abandonment, invalidation, unenforceability, termination or default shall be remedied and, to the extent severable, shall attach immediately to any portion of such Intellectual Property or Applicable Permit that does not result in any of the
consequences specified in either of clause (i) or (ii) above. 
 HABENDUM CLAUSE 

TO HAVE AND TO HOLD the Security Property unto and to the use and benefit of the Trustee, its successors and assigns forever, IN TRUST
NEVERTHELESS, upon the terms herein set forth, for the equal and proportionate benefit, security and protection of the Secured Parties, as their interests appear from time to time; 

IN TRUST, to secure the payment and performance of the Obligations at the time and in the manner provided for such payment and
performance in the Note(s), the Note Purchase Agreement, the Master Servicer Letter, the Trust Agreement and the Security Documents. 
 THE TRUSTEE DOES HEREBY agree so to hold the Security Property, and to undertake such other obligations of the Trustee as are set forth herein, all in accordance with the terms and conditions hereof.

 ARTICLE I 
 DEFINITIONS 
 Section 1.01. Terms Defined. 

Unless otherwise defined herein, all capitalized terms used in this Security Agreement have the meanings given them in the Note Purchase
Agreement. 

  
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 ARTICLE II 
 REPRESENTATIONS AND WARRANTIES OF THE ISSUERS 
 Each Issuer represents and
warrants that on the date hereof, on each Funding Date and on each date on which further Collateral becomes subject to the Lien of any of the Security Documents: 
 Section 2.01. Organization; Power; Authorization. 
 (a)
Each Issuer has good title to the Collateral to the extent of the rights it purports to have therein, owns its interest in the Collateral free and clear of all Liens whatsoever except for Permitted Liens, and, subject to Permitted Liens, has the
right to mortgage, give, grant, bargain, sell, alienate, convey, confirm, pledge, assign and hypothecate the same and to grant a security interest therein. Each Facility Owner has title to, or possesses easements, subeasements, leases and/or
licenses covering the use of, the related Project Land sufficient to permit the construction, ownership, maintenance and operation of its Facility and owns the Improvements related thereto. No effective financing statement or other statement similar
in effect covering all or any part of the Collateral (other than in connection with Permitted Liens) is on file in any recording office, except as may have been filed in favor of the Trustee (for the benefit of the Secured Parties) relating to the
Security Documents. No Issuer has a trade name, and none of the Collateral is a “mobile home” or similar item subject to any state’s certificate of title statute or similar statute (other than motor vehicles used in the ordinary
course of business). 
 (b) The execution, delivery and performance of this Security Agreement, and the granting
of the Lien on and security interest in the Collateral as contemplated hereby have been duly authorized by all requisite action on the part of each Issuer and do not and shall not (with the passage of time or giving of notice, or both) constitute a
violation or breach of or default or event of default under any provision of any Issuer’s certificate of formation, the operating agreement of any Issuer or any other limited liability company document of any Issuer or any Material agreement,
indenture or instrument to which any Issuer is a party or by which it or the Security Property is or may be bound, or violate any writ, order, judgment or decree applicable to it or any law, statute or regulation applicable to it. The execution,
delivery and performance of each other Security Document to which each Issuer is a party and the granting of the Liens on and security interest in the Collateral subject to such Security Document as contemplated thereby have been duly authorized by
all requisite action on the part of such Issuer thereto and do not and shall not (with the passage of time, giving of notice, or both) constitute a violation or breach of or default or event of default under any provision of such Issuer’s
certificate of formation, any operating agreement of such Issuer or any other limited liability company document of such Issuer or any Material agreement, indenture or instrument to which such Issuer is a party or by which it or the Security
Property is or may be bound, or violate any writ, order, judgment or decree applicable to it or any law, statute or regulation applicable to it. This Security Agreement constitutes the legally valid and binding


  
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obligations of each Issuer, enforceable against each Issuer in accordance with its terms, and each other Security Document to which each Issuer is a party constitutes the legally valid and
binding obligation of each Issuer, enforceable against such Issuer in accordance with its terms, in each case except as enforcement may be limited by Debtor Relief Laws or by equitable principles relating to or limiting creditors’ rights
generally. 
 Section 2.02. Collateral; Source of Revenues. 

The Collateral is the source of all of the Issuer Revenues, which constitute all of the Material revenues of each Issuer. All
instructions required to direct the payment of all Issuer Revenues to the relevant Depository Account have been duly given, with copies thereof to the Administrative Agent and the Depository. The Security Property described in Exhibit A hereto,
together with the other Collateral specifically described in the other Security Documents, constitute all of the Material assets of each Issuer, which assets are or, when acquired or installed as part of the Project, shall be sufficient for such
Issuer to operate its businesses as now conducted and as presently proposed to be conducted. 
 Section 2.03. Control
Over Collateral. 
 Subject to the rights of other parties to the Project Documents and Permitted Liens, each Issuer has
exclusive possession and control of the Collateral pledged by it hereunder and under the other Security Documents. None of the Collateral is subject to any restriction on its sale or transfer except as set forth in the Project Documents or by
applicable law, including, without limitation, the Securities Act. Each item of equipment and inventory that is part of the Collateral is located at one of the Facilities. 
 Section 2.04. No Other Deposit Accounts. 
 The Issuers have no deposit
accounts other than the Depository Accounts established hereunder and the deposit accounts listed in Schedule 2.04 hereof. 

Section 2.05. Protection of Lien and Security Interest. 

Upon the execution and delivery hereof, no filing or recording with any Governmental Authority or agency (except for (a) recordation
of the Deeds of Trust in the office and location specified for each Facility in Exhibit B hereto, and (b) filing of Uniform Commercial Code financing statements on Form UCC-1 in the offices and locations specified for the Issuers in Schedule
5.10 of the Note Purchase Agreement and filing notices of the Trustee’s lien on the Issuers’ water rights with the Nevada State Engineer’s office) shall be necessary to establish and perfect the right, title or interest of the Trustee
hereunder and under the other Security Documents in the Collateral as against each Issuer or any other Person in any jurisdiction. Upon the execution and delivery hereof and of the other Security Documents and the completion of such filings and
recordings, the Trustee shall have a valid and first priority perfected Lien on and security interest in the Collateral, subject to Permitted Liens. Except with respect to the exercise 

  
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of any right or remedy relating to the lien on the Applicable Permits and the filing of the appropriate assignment documents with the U.S. Bureau of Land Management for the Leases and Easements
between any Issuer and the U.S. Bureau of Land Management, and as otherwise required by law no filing or registration with, or consent or approval of, any Governmental Authority is required for the exercise of any right or remedy hereunder or under
any other Loan Document or the Sponsor Letter Agreement. 
 ARTICLE III 

DEPOSITORY ACCOUNTS 
 Section 3.01. Creation of Depository Accounts. 
 (a)
The Depository hereby agrees and confirms that it has established, or will establish on or prior to the Closing Date, and will maintain in accordance with the terms of this Security Agreement until the termination of this Security Agreement or as
otherwise expressly set forth herein, the following accounts (together with the Insurance and Condemnation Proceeds Account provided for in Section 4.06(b), the “Depository Accounts”) with respect to the Project and the Issuer:

  

	 	(i)	a special, segregated and irrevocable trust account entitled “OFC 2 Construction Account” with account number 100399-000 (the “Construction
Account”), which also contains six separate subaccounts, comprised of (A) four separate construction subaccounts (each a “Construction Subaccount” and collectively the “Construction Subaccounts”) each
representing a specific Facility Phase for the McGinness Hills Facility and the Tuscarora Facility with account numbers 100399-001 (McGinness Hills Phase I), 100399-002 (Tuscarora Phase I), 100399-003 (McGinness Hills Phase II) and 100399-004
(Tuscarora Phase II), (B) one subaccount for the retention of liquidated damages under any EPC Agreement with account number 100399-005 (the “Liquidated Damages Subaccount”) and (C) one subaccount for the retention of
funds used to make payments of interest due on the Notes under the Equity Contribution Agreement with account number 100399-006 (the “Interest During Construction Subaccount”); 


 

	 	(ii)	a special, segregated and irrevocable trust account entitled “OFC 2 Revenue Account” with account number 100400-000 (the “Revenue Account”);


  

	 	(iii)	a special, segregated and irrevocable trust account entitled “OFC 2 Operating Account” with account number 100400-001 (the “Operating
Account”); 


  
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	 	(iv)	a special, segregated and irrevocable trust account entitled “OFC 2 Debt Service Reserve Account” with account number 100400-002 (the “Debt Service
Reserve Account”); 

  

	 	(v)	a special, segregated and irrevocable trust account entitled “OFC 2 Well Drilling and Capex Reserve Account” with account number 100400-003 (the “Well
Drilling and Capex Reserve Account”); 

  

	 	(vi)	a special, segregated and irrevocable trust account entitled “OFC 2 Performance Level Reserve Account” with account number 100400-004 (the
“Performance Level Reserve Account”); 

  

	 	(vii)	a special, segregated and irrevocable trust account entitled “OFC 2 Resource Reserve Account” with account number 100400-005 (the “Resource Reserve
Account”); 

  

	 	(viii)	a special, segregated and irrevocable trust account entitled “OFC 2 Change in Law Account” with account number 100400-006 (the “Change in Law
Account”); 

  

	 	(ix)	A special, segregated and irrevocable trust account entitled “OFC 2 Phase II Tranche Reserve Account” with account number 100401-000 (the “Phase II
Tranche Reserve Account”), which also contains two separate subaccounts with account numbers 100401-001 (McGinness Hills Phase II) and 100401-0002 (Tuscarora Phase II), (each a “Phase II Tranche Reserve Subaccount” and
collectively the “Phase II Tranche Reserve Subaccounts”), one for the Series C Notes, and one for the Series D Notes; and 

  

	 	(x)	a special, segregated and irrevocable trust account entitled “OFC 2 Distribution Suspension Account” with account number 100400-007 (the “Distribution
Suspension Account”). 

 (b) Each Depository Account shall be under the control of the
Trustee until the Discharge Date, except as provided in this Security Agreement. Each Depository Account shall be subject to debit or withdrawal solely as provided in this Security Agreement and no Person shall have any control over or right of
withdrawal from the Depository Accounts, except as provided in this Security Agreement. No payments shall be made out of the Depository Accounts except for the purposes and on the terms provided in this Security Agreement and the Note Purchase
Agreement. The Issuers hereby irrevocably authorize and empower the Trustee, as the attorney-in-fact, coupled with an interest, for the Issuers, to endorse any check or any other instrument or security deposited or held in the Depository Accounts.


  
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 (c) In the event funds transfer instructions are given (other than in
writing at the time of the execution of this Security Agreement), whether in writing, by facsimile or otherwise, the Depository is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on
Schedule 3.01 hereto, and the Depository may rely upon the confirmations of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in writing actually received and
acknowledged by the Depository. The parties to this Security Agreement acknowledge that such security procedure is commercially reasonable. 
 (d) It is understood that the Depository and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying number provided to identify (i) the
beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. 
 (e) It is the
intention of the parties hereto that (i) each Depository Account established by the Depository is and will be maintained as a “securities account” (within the meaning of Section 8-501 of the UCC); (ii) the Issuers are
collectively the sole “entitlement holders” (within the meaning of Section 8-102(a)(7) of the UCC) in respect of the “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC) (the “Financial
Assets”) credited to the Depository Accounts that are “securities accounts”; (iii) all Financial Assets in registered form or payable to or to the order of and credited to any Depository Account shall be registered in the
name of, payable to or to the order of, or specially endorsed to, the Depository or in blank, or credited to another securities account maintained in the name of the Depository; and (iv) in no case will any Financial Asset credited to any
Depository Account be registered in the name of, payable to or to the order of, or endorsed to, any Issuer except to the extent the foregoing have been subsequently endorsed by such Issuer to the Depository or in blank. The Depository agrees that
each item of property (including cash, any security, security entitlement, investment property, instrument or obligation, share, participation, interest or other property whatsoever) credited to any Depository Account shall to the fullest extent
permitted by law be treated as a Financial Asset. 
 (f) Until all Obligations have been satisfied in full, the
Trustee shall have “control” (within the meaning of Section 8-106(d)(2) of the UCC) of the Depository Accounts and the Issuers’ “security entitlements” (within the meaning of Section 8-102(a)(17) of the UCC) with
respect to the Financial Assets credited to the Depository Accounts. All Property delivered to the Depository pursuant to this Security Agreement will be promptly credited to the applicable Depository Account pursuant to this Security Agreement.
Each Issuer hereby irrevocably directs, and the Depository (in its capacity as securities intermediary) hereby agrees, that the Depository will comply with all written instructions and orders (including entitlement orders within the meaning of
Section 8-102(a)(8) of the UCC) regarding each Depository Account and any Financial Asset therein originated by the Trustee without the further consent of any Issuer or any other Person. In the case of a conflict between any instruction or
order originated by the Trustee and any instruction or order originated by any Issuer or any other Person other than a court of competent jurisdiction, the instruction or order originated by the Trustee shall prevail. The Depository shall not change
the name or account number of any 

  
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Depository Account without the prior written consent of the Trustee (such consent not to be unreasonably withheld or delayed) and at least ten (10) Business Days prior notice to each Issuer,
and shall not change the entitlement holder with respect to the Financial Assets credited thereto. 
 (g) In the
event any Depository Account is determined not to qualify as a “securities account” (within the meaning of Section 8-501(a) of the UCC), such Depository Account shall be deemed to be a “deposit account” (as defined in
Section 9-102(a)(29) of the UCC), which the Issuers shall maintain with the Depository acting not as a securities intermediary but as a “bank” (within the meaning of Section 9-102(a)(8) of the UCC). Until all Obligations have
been satisfied in full, the Trustee shall have “control” (within the meaning of Sections 9-104(a)(1) and 9-104(a)(2) of the UCC). The Depository shall credit the Depository Accounts with all receipts of interest, dividends and other income
received on the property on deposit in or credited to the Depository Accounts. The Depository shall administer and manage the Depository Accounts in accordance with this Security Agreement, and shall be subject to and comply with all the obligations
of the Depository with respect to the Depository Accounts, as and to the extent expressly set forth herein. The Depository hereby agrees to comply with any and all instructions originated by the Trustee directing disposition of funds and all other
Property in the Depository Accounts without any further consent of any Issuer. 
 Section 3.02. Funding of Depository
Accounts. 
 The Depository Accounts shall be funded as follows: 

 

	 	(a)	Construction Account. The Construction Account shall be funded with the following: (i) the amount paid on each Funding Date by the Purchasers for the Series
A Note(s), the Series C Note(s) and the Series D Note(s) purchased on such Funding Date under Section 4 of the Note Purchase Agreement, as set forth in the Funding Date Flow of Funds Memo delivered on such Funding Date; (ii) amounts
transferred to the Construction Account from the Interest During Construction Subaccount in accordance with Section 3.03(d); (iii) any amount deposited in the Construction Account from a draw on the Construction Letter of Credit;
(iv) any amount transferred to the Construction Account from the Distribution Suspension Account pursuant to Section 3.03(n); (v) any Issuer Revenues or other amounts received by any Facility Owner prior to Project Completion for
Phase I of such Facility Owner’s Facility; and (vi) all interest and investment income derived from amounts on deposit in the Construction Account. Each Issuer shall irrevocably direct the payment of all such amounts to the Depository and
the Depository shall upon receipt thereof deposit such amounts in the Construction Account. If, notwithstanding such direction, any Issuer should receive any amount in respect of any of the foregoing, such amount shall be held in trust for the
Trustee (for the benefit of the Senior Creditors), and, immediately after its receipt thereof, such Issuer shall transfer such amount to the Depository, accompanied by written instructions of such Issuer referring to this Section 3.02(a) and stating
that such amount is required by the terms hereof to be deposited in the Construction Account, and the Depository shall upon receipt thereof deposit such amount in the Construction Account. 


  
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	 	(b)	Construction Subaccounts. Each Construction Subaccount shall be funded with the following: (i) funds transferred to such Construction Subaccount from the
Construction Account in accordance with Section 3.03(a); (ii) the Equity Contributions for construction of the applicable Facility Phase in accordance with the provisions hereof and of the Equity Contribution Agreement; (iii) draws on
the Equity Letter of Credit for the applicable Facility Phase in accordance with the provisions hereof and of the Equity Contribution Agreement; (iv) any amount deposited in such Construction Subaccount from a draw on the Construction Letter of
Credit provided for the applicable Facility Phase; and (v) all interest and investment income derived from amounts on deposit in such Construction Subaccount. 


 

	 	(c)	Liquidated Damages Subaccount. The Liquidated Damages Subaccount shall be funded with the following: (i) any Performance Liquidated Damages; and
(ii) all interest and investment income derived from amounts on deposit in the Liquidated Damages Subaccount. 

  

	 	(d)	Interest During Construction Subaccount. The Interest During Construction Subaccount shall be funded with the following: (i) the Equity Contributions for
interest on the Notes payable prior to Project Completion for each Facility Phase in accordance with the provisions hereof and of the Equity Contribution Agreement; (ii) draws on the Equity Letter of Credit for interest on the Notes payable
prior to Project Completion for such Facility Phase in accordance with the provisions hereof and of the Equity Contribution Agreement; and (iii) all interest and investment income derived from amounts on deposit in the Interest During
Construction Subaccount. 

  

	 	(e)	 Revenue Account. The Revenue Account shall be funded with the following: (i) the amount paid on each Funding Date by the Purchasers for the
Series B Note(s), the Series E Note(s) and the Series F Note(s) purchased on such Funding Date under Section 4 of the Note Purchase Agreement as set forth in the Funding Date Flow of Funds Memo delivered on such Funding Date; (ii) all
Issuer Revenues received by any Issuer on or after Project Completion for Phase I of each Facility, other than proceeds of any cash grant under Section 1603 for any Facility Phase, which shall be deposited in the Performance Level Reserve
Account; (iii) the proceeds of any business interruption insurance carried under Section 9.4 of the Note Purchase Agreement; (iv) all amounts transferred to the Revenue Account from any Construction Subaccount pursuant to
Section 3.03(b); (v) all amounts transferred to the Revenue Account from the Liquidated Damages Subaccount pursuant to Section 3.03(c); (vi) all amounts transferred to the Revenue Account




  
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from the Interest During Construction Subaccount pursuant to Section 3.03(d)(ii); (vii) all amounts transferred to the Revenue Account from the Debt Service Reserve Account pursuant to
Section 3.03(g); (viii) all amounts transferred to the Revenue Account from the Well Drilling and Capex Reserve Account pursuant to Section 3.03(h); (ix) all amounts transferred to the Revenue Account from the Resource Reserve
Account pursuant to Section 3.03(j); (x) all amounts transferred to the Revenue Account from the Distribution Suspension Account pursuant to Section 3.03(n); and (xi) all interest and investment income derived from amounts on
deposit in the Revenue Account. The Issuers shall irrevocably direct all parties that pay such amounts to the Issuers to make all payments of such amounts directly to the Depository, and the Depository shall upon receipt thereof deposit such amounts
in the Revenue Account. If, notwithstanding such direction, any Issuer should receive any such amount, such amount shall be held in trust for the Trustee (for the benefit of the Senior Creditors) and, immediately after receipt thereof, such Issuer
shall transfer such amount to the Depository, accompanied by written instructions of the Issuers referring to this Section 3.02(e) and stating that such amount is required by the terms hereof to be deposited in the Revenue Account, and the
Depository shall upon receipt thereof deposit such amount in the Revenue Account. 

  

	 	(f)	Operating Account. The Operating Account shall be funded with the following: (i) amounts transferred from the Revenue Account to the Operating Account in
accordance with Section 3.03(e)(ii); (ii) amounts transferred to the Operating Account from the Well Drilling and Capex Reserve Account in accordance with Section 3.03(h)(i); (iii) amounts transferred into the Operating Account
from the Resource Reserve Account in accordance with Section 3.03(j)(ii); (iv) the Equity Contributions for the Jersey Valley Facility in accordance with the provisions of the Equity Contribution Agreement; and (v) all interest and
investment revenue derived from amounts on deposit in the Operating Account. 

  

	 	(g)	Debt Service Reserve Account. The Debt Service Reserve Account shall be funded with the following: (i) amounts transferred on each Funding Date to the Debt
Service Reserve Account from the amount paid on such Funding Date by the Purchasers for the Note(s) purchased on such Funding Date under Section 4 of the Note Purchase Agreement, as set forth in the Funding Date Flow of Funds Memo delivered on
such Funding Date; (ii) any amount deposited in the Debt Service Reserve Account from a draw on the Debt Service Reserve Letter of Credit; (iii) amounts transferred to the Debt Service Reserve Account from the Revenue Account in accordance
with Section 3.03(e)(viii); and (iv) all interest and investment income derived from amounts on deposit in the Debt Service Reserve Account. 


  
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	 	(h)	Well Drilling and Capex Reserve Account. The Well Drilling and Capex Reserve Account shall be funded with the following: (i) amounts transferred from the
Revenue Account in accordance with Section 3.03(e)(x); (ii) any amount deposited in the Well Drilling and Capex Reserve Account from a draw on the Well Drilling and Capex Reserve Letter of Credit; and (iii) all interest and investment
revenue derived from amounts on deposit in the Well Drilling and Capex Reserve Account. 

  

	 	(i)	Performance Level Reserve Account. The Performance Level Reserve Account shall be funded with the following: (i) $20,000,000 transferred to the Performance
Level Reserve Account from the amount paid on the first Funding Date by the Purchasers for the Series A Note(s) purchased under Section 4 of the Note Purchase Agreement, as set forth in the Funding Date Flow of Funds Memo delivered on such
Funding Date; (ii) any and all proceeds of any cash grant under Section 1603 for any Facility Phase; (iii) any amount deposited in the Performance Level Reserve Account from a draw on a Performance Level Reserve Letter of Credit; and
(iv) all interest and investment income derived from amounts on deposit in the Performance Level Reserve Account. 

  

	 	(j)	Resource Reserve Account. The Resource Reserve Account shall be funded with the following: (i) all amounts transferred to the Resource Reserve Account from
the Revenue Account in accordance with Section 3.03(e)(xi); and (ii) all interest and investment income derived from amounts on deposit in the Resource Reserve Account. 


 

	 	(k)	Change in Law Account. The Change in Law Account shall be funded with the following: (i) all amounts drawn under any Change in Law Letter of Credit pursuant
to Section 3.04(e); and (ii) all interest and investment income derived from amounts on deposit in the Change in Law Account. 

  

	 	(l)	Phase II Tranche Reserve Account. The Phase II Tranche Reserve Account shall be funded with the following: (i) amounts transferred from the Revenue Account
to the Phase II Tranche Reserve Account in accordance with Section 3.03(e)(xii);(ii) any amount deposited in the Phase II Tranche Reserve Account from a draw on a Phase II Tranche Letter of Credit; and (iii) all interest and investment
income derived from amounts on deposit in the Phase II Tranche Reserve Account. 

  

	 	(m)	Phase II Tranche Reserve Subaccount. Each Phase II Tranche Reserve Subaccount shall be funded with the following: (i) amounts transferred from the Phase II
Tranche Reserve Account to such Phase II Tranche Reserve Subaccount in accordance with Section 3.03(l); and (ii) all interest and investment income derived from amounts on deposit in such Phase II Tranche Reserve Subaccount.



  
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	 	(n)	Distribution Suspension Account. The Distribution Suspension Account shall be funded with the following: (i) amounts transferred from the Construction
Account to the Distribution Suspension Account in accordance with Section 3.03(a)(v)(C); (ii) amounts transferred from the Revenue Account to the Distribution Suspension Account in accordance with Section 3.03(e)(xv); (iii) all
interest and investment revenue derived from amounts on deposit in the Distribution Suspension Account. 


Section 3.03. Disbursement of Depository Account Monies. 

(a) Construction Account. 
  

	 	(i)	On each Funding Date for the Series A Note(s), the Series C Note(s) and the Series D Note(s), the Depository shall withdraw and transfer funds in the Construction
Account (a) to reimburse the Issuers for previously paid Project Costs, (b) to pay certain transaction costs and fees (other than the Facility Fee, the Maintenance Fee and the Application Fee payable to DOE), (c) to fund the Debt
Service Reserve Account, (d) to fund the Interest During Construction Subaccount, and (e) in the case of the Funding Date for the Series A Note(s) only, to fund the Performance Level Reserve Account, in each case as set forth in the
Funding Date Flow of Funds Memo delivered on such Funding Date. 

  

	 	(ii)	(A) On each date that interest is due and payable on the Series A Note(s) prior to the Phase I Final Completion Date, the Depository shall, to the extent of available
funds in the Construction Account after making the transfer from the Interest During Construction Subaccount to the Construction Account provided for in Section 3.03(d), withdraw funds from the Construction Account and shall pay to each holder
of Series A Note(s) and, as applicable, to DOE their respective portions of such payment in accordance with the Note Purchase Agreement and Section 5.09(b) of this Security Agreement. 


(B) On each date that principal is due and payable on the Series A Note(s) prior to the Phase I Final Completion Date, the Depository
shall, to the extent of available funds in the Construction Account, withdraw funds from the Construction Account and shall pay to each holder of the Series A Note(s) and, as applicable, to DOE, their respective portions of such payment, in
accordance with Section 8.1 of the Note Purchase Agreement and Section 5.09 of this Security Agreement. 
 (C) On each
date that interest is due and payable on the Series C Note(s) prior to the date on which Phase II of the McGinness Hills Facility achieves Project Completion, the Depository shall, to the extent of available funds in the Construction Account after
making the transfer from the Interest During Construction Subaccount to the Construction Account 

  
 -15-









 
provided for in Section 3.03(d), withdraw funds from the Construction Account and shall pay to each holder of Series C Note(s) and, as applicable, to DOE their respective portions of such
payment in accordance with the Note Purchase Agreement and Section 5.09(b) of this Security Agreement. 
 (D) On each date
that principal is due and payable on the Series C Note(s) prior to the date on which Phase II of the McGinness Hills Facility achieves Project Completion, the Depository shall, to the extent of available funds in the Construction Account, withdraw
funds from the Construction Account and shall pay to each holder of the Series C Note(s) and, as applicable, to DOE, their respective portions of such payment, in accordance with Section 8.1 of the Note Purchase Agreement and Section 5.09
of this Security Agreement. 
 (E) On each date that interest is due and payable on the Series D Note(s) prior to the date on
which Phase II of the Tuscarora Facility achieves Project Completion, the Depository shall, to the extent of available funds in the Construction Account after making the transfer from the Interest During Construction Subaccount to the Construction
Account provided for in Section 3.03(d), withdraw funds from the Construction Account and shall pay to each holder of Series D Note(s) and, as applicable, to DOE their respective portions of such payment in accordance with the Note Purchase
Agreement and Section 5.09(b) of this Security Agreement. 
 (F) On each date that principal is due and payable on the
Series D Note(s) prior to the date on which Phase II of the Tuscarora Facility achieves Project Completion, the Depository shall, to the extent of available funds in the Construction Account, withdraw funds from the Construction Account and shall
pay to each holder of the Series D Note(s) and, as applicable, to DOE, their respective portions of such payment, in accordance with Section 8.1 of the Note Purchase Agreement and Section 5.09 of this Security Agreement. 

(G) To the extent that there are insufficient funds available in the Construction Account to make all of any of the payments described in
clauses (A) through (F) above as and when they become due (including, with respect to interests payments described in clauses (A), (C) and (E) above, after making the transfer from the Interest During Construction Subaccount to
the Construction Account provided for in Section 3.03(d)), the Depository shall first make all interest payments due to the holders of the Notes and then, to the extent of available funds in the Construction Account, all principal payments due
to the holders of the Notes. Payments due to the holders of the Notes shall be allocated pro rata based on the 

  
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outstanding interest due to each holder (in the case of interest payments under clauses (A), (C) and (E) above) and on the outstanding principal due to each holder (in the case of
principal payments under clauses (B), (D) and (F) above). 

  

	 	(iii)	Not sooner than the day following each Payment Date and not later than the 20th day following each Payment Date, and upon Project Completion for each Facility Phase,
the Issuers shall deliver to the Depository, the Administrative Agent and the Independent Engineer, a report detailing the status of engineering, procurement and construction for the Facilities since the last quarterly report and a copy of any
change order request issued under any EPC Agreement since the last report, reconciling the progress of construction of each Facility Phase against the scheduled construction thereof as set forth in the relevant Construction Schedule, stating that
the construction and equipping of the Facility Phases are progressing in a satisfactory manner substantially in accordance with the Construction Schedule and the Construction Budget for each Facility Phase and with Prudent Engineering and Operating
Practices, and including such other matters as the Required Senior Creditors or the Independent Engineer may reasonably request, in form, scope and substance satisfactory to the Required Senior Creditors (in consultation with the Independent
Engineer), together with a certificate substantially in the form of Exhibit D hereto (a “Construction Withdrawal Certificate”), signed by a Responsible Officer, certifying that each Facility Phase is within its Construction Budget
except as specifically stated therein and providing: 

 (A) the amount to be withdrawn from the Construction
Account and deposited in each Construction Subaccount for each Facility for that calendar quarter, which amount shall be equal to the scheduled withdrawal for such quarter in the applicable Construction Budget(s) minus any amount on deposit in each
applicable Construction Subaccount; 
 (B) reasonably detailed information with respect to the Actual Costs incurred or to be
incurred for each Facility Phase to be paid with such withdrawal; 
 (C) copies of bills or other written evidence of individual
Project Costs owing to Persons who are not Affiliates of the Issuers in excess of $100,000 (or a lower Material amount for any Facility), copies of bills or other written evidence of individual Project Costs owing to any Affiliate of the Issuers in
any amount, and such other evidence as may be requested by the Trustee or the Administrative Agent, describing the Material items purchased and/or the Material services rendered and all other Material pertinent schedules, statements, invoices,
change orders or other information; 

  
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 (D) evidence, satisfactory to the Administrative Agent and the Independent Engineer, that
the total amount of the Equity Contributions into the applicable Construction Subaccount(s) prior to the date of such Construction Withdrawal Certificate are at least equal to an amount that is sufficient to match the Ratio of Equity Contributions
to Note Proceeds for the Facility Phase(s) to which such Construction Subaccount(s) relate, which shall be accompanied by the certificate of a Responsible Officer of Sponsor described in Section 1.1(a)(ii) of the Equity Contribution Agreement,
which Certificate shall be approved in writing by the Administrative Agent and the Independent Engineer; 
 (E) a reconciliation
of Actual Costs to Budgeted Costs for each Facility Phase that has not achieved Project Completion (not including the Jersey Valley Facility), by major expense categories, including a reasonably detailed explanation of any significant variation
between Actual Costs and Budgeted Costs and demonstrating that, after giving effect to the proposed withdrawal requested in such Construction Withdrawal Certificate, Funds Available to Pay Project Costs are sufficient to pay all Project Costs
remaining to be paid or incurred with respect to each Facility Phase for which a Tranche has been issued and which has not achieved Project Completion (for purposes of such demonstration, any Funds Available to Pay Project Costs that are dedicated
to a particular Facility Phase shall only be included in the Funds Available to Pay Project Costs for that Facility Phase, subject to reallocation of such Funds Available to Pay Projects Costs for another Facility Phase as set forth in
Section 3.03(a)(v)); 
 (F) a report on any Material dispute between any Issuer and the Sponsor or any Replacement Obligor
under any EPC Agreement or other Material contractor, materialman, or supplier related to any of the Facilities; 
 (G) executed
lien waivers from all contractors, subcontractors, suppliers and materialmen who have provided services, labor, materials or equipment in connection with the Project with a payment value in excess of $100,000 in the aggregate for all Facilities and
whose invoices are designated for payment or reimbursement in connection with the pending Construction Withdrawal Certificate (to the extent such lien waivers have not been delivered previously); and 

  
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 (H) evidence that an ALTA Form 33-06 endorsement to the Title Policy for any applicable
Facility for which funds are to be withdrawn from the Construction Account and deposited in the Construction Subaccount for disbursement for such Facility in accordance with such Construction Withdrawal Certificate, extending the date of coverage
specified in the ALTA Form 32-06 endorsement for such Title Policy and the date of the Title Policy to the applicable disbursement date without any additional enumerated exception other than Permitted Liens (except as provided in Paragraph 3C of
ALTA Form 32-06 endorsement), has been issued or will be issued contemporaneously with the pending disbursement to such Construction Subaccount. 
 The Issuers shall further certify in such Construction Withdrawal Certificate that: 
 (I) the representations and warranties in Section 5 of the Note Purchase Agreement and in Article II of this Agreement are true and correct as of the date of such disbursement (unless such
representations and warranties relate to a specific date), (B) no Default or Event of Default has occurred and is continuing, and (C) there has been no Material adverse change to the business, Property or condition (financial or otherwise)
of any Issuer (other than the Jersey Valley PPA Default prior to the Funding Date for the Series B Notes) or OTEC that would impair its performance of its obligations with respect to any Facility; 

(J) all insurance policies required by Section 9.4 of the Note Purchase Agreement are in full force and effect; 

(K) all of the Operative Documents with respect to the Facilities for which funds are sought are in full force and effect; 

(L) all Material Applicable Permits required at the time of the disbursement in connection with the Project are in full force and effect
without any Governmental Authority having commenced, or threatened in writing to commence, any proceedings to withdraw, condition, modify, revoke or suspend any such Material Applicable Permit, including a list of any Material Applicable Permit
issued since the last quarterly report; 
 (M) waivers of liens have been obtained from all contractors, subcontractors,
suppliers and materialmen who have provided services, labor, materials or equipment in connection with the Project with a payment value in excess of $100,000 in the aggregate for all Facilities (copies of which lien waivers shall be attached to the
Construction Withdrawal Certificate), and there are no written claims of mechanics’ or materialmen’s liens with a payment value in excess of $100,000 in the aggregate for all Facilities with respect to the Project at the date of such
Construction Withdrawal Certificate (other than Permitted Liens); 

  
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 (N) the Title Policies have been previously endorsed to date as required by
Section 4.23 of the Note Purchase Agreement, and will be endorsed as to each disbursement to a Construction Subaccount as required by Section 3.03(a)(iii)(H) and evidence thereof delivered to the Trustee and the Administrative Agent;

 (O) with respect to any transfer to a Construction Subaccount that relates to a Facility Phase that is being funded with a
Phase II Tranche for which the Issuers have elected the Phase II 100% Option, the Phase II Tranche Reserve Available Amount is at least equal to the Phase II Tranche Reserve Minimum Amount; 

(P) the entire amount of the withdrawal requested will be used to fund each Construction Subaccount in order to pay, or to reimburse the
Issuers for payment of, Project Costs for the Facility Phase to which such Construction Subaccount relates; 
 (Q) the Facility
Phase(s) for which the requested amounts are requested have not been subject to an Event of Loss unless such loss is fully covered by insurance and such Event of Loss is being addressed in accordance with Section 4.06; and 

(R) the Issuers have not suspended or abandoned construction of the Project or any Phases thereof (which shall not include delays caused
by any event of force majeure or action taken by a Governmental Authority or default by a party under a Major Project Document, or, to the extent there has been a temporary suspension and there are outstanding invoices due and payable, the
Independent Engineer has confirmed that taking into account the expected duration of such suspension, there shall be sufficient time for the Facility Phase(s) that subject to such suspension to achieve the Commercial Operation Date (as required
under such Facility’s Power Purchase Agreement. 
 Upon the receipt by the Depository, the Administrative Agent and the
Independent Engineer of a Construction Withdrawal Certificate complying with this Section and written approval thereof by the Administrative Agent (in consultation with the Independent Engineer) pursuant to a Decision Request granted in accordance
with the terms of the Intercreditor Agreement, the Depository shall, no later than the following Business Day after its receipt of such Construction Withdrawal Certificate and such approval by the Administrative Agent, to the extent of available
funds in the Construction Account after the 

  
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payments, transfers and allocations required by paragraph (i) of this Section 3.03(a) have been made or duly provided for, transfer funds on deposit in the Construction Account to each
Construction Subaccount as directed by the Issuers in the Construction Withdrawal Certificate. 
  

	 	(iv)	The Construction Withdrawal Certificate delivered upon Project Completion for any Facility Phase shall, in addition to the requirements set forth above, include the
following information: 

 (A) evidence satisfactory to the Administrative Agent and the Independent Engineer that
such Facility Phase has achieved Project Completion; 
 (B) to the extent not previously delivered to the Administrative Agent,
copies of all Material Applicable Permits required to commence and operate the Facility, all of which shall be in full force and effect and with which the Issuers shall be in compliance in all Material respects; 

(C) confirmation that Operating Budgets and the Consolidated Operating Budgets for the period from such Project Completion through the
end of the Fiscal Year in which such Project Completion occurs have been delivered to and approved by the Required Senior Creditors (in consultation with the Independent Engineer) pursuant to Section 7.1(c) and Section 7.1(d) of the Note
Purchase Agreement; 
 (D) evidence that such Facility Phase is free and clear of all liens except Permitted Liens; 

(E) evidence that all fees, expenses and other amounts due under the Loan Documents as of the date of such Construction Withdrawal
Certificate have been paid in full; and 
 (F) a list of the remaining Project Costs, including punch list items, remaining to
be paid with respect to such Facility Phase and a calculation of the total amount of all such remaining Project Costs. 
 In
addition, such Construction Withdrawal Certificate shall be accompanied by an as-built ALTA/ACSM survey of the Project Land for such Facility, including the location of the interconnection, transmission and similar facilities, which surveys shall be
certified to the Trustee and the Administrative Agent. 

  
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 Upon the receipt by the Depository, the Administrative Agent and the Independent Engineer
of a Construction Withdrawal Certificate delivered upon Project Completion of a Facility complying with this Section 3.03(a) together with written approval thereof by the Administrative Agent (in consultation with the Independent Engineer)
pursuant to a Decision Request granted in accordance with the terms of the Intercreditor Agreement, the Depository shall no later than the following Business Day after its receipt thereof, to the extent of available funds in the Construction Account
after the payments, transfers and allocations required by paragraphs (i), (ii) and (iii) of this Section 3.03(a) have been made or duly provided for, transfer from the Construction Account to the Construction Subaccount for the
Facility Phase achieving Project Completion an amount equal to one hundred fifty percent (150%) of the amount set forth in clause (F) of this Section 3.03(a)(iv). 

The Issuers acknowledge that the Intercreditor Agreement requires that DOE approve each Construction Withdrawal Certificate in order for
the Administrative Agent to approve the same Construction Withdrawal Certificate, and DOE shall have six Washington Business Days to complete such review. 
  

	 	(v)	On the Phase I Final Completion Date, any amounts remaining on deposit in the Construction Account or in any Construction Subaccount for Phase I of any Facility in
excess of agreed reserve amounts under Section 3.03(a)(iv) shall be retained in the Construction Account, or returned to the Construction Account from any Construction Subaccount; provided, however, that any such amount retained
in or returned to the Construction Account will not decrease the maximum principal amount available for the Series C Notes, the Series D Notes, the Series E Notes or the Series F Notes under Section 1.2 of the Note Purchase Agreement. The
amounts retained in or returned to the Construction Account shall be applied by the Issuers to pay Project Costs for Phase II of any Facility that constitute cost-overruns in accordance with this Section 3.03(a). The Issuers may, in their sole
discretion, provide the Depository with a Construction Letter of Credit in the amount to be retained in or returned to the Construction Account on the Phase I Final Completion Date, and in such event and so long as no Default or Event of Default has
occurred and is continuing, the amount to be retained in or returned to the Construction Account shall instead be distributed to or at the direction of the Issuers. 


  
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 On the earlier of Phase II Final Completion Date or the date on which the Issuers inform
the Depository and the Senior Creditors that no further construction of Phase II of any Facility will be undertaken, all amounts remaining in the Construction Account or any Construction Subaccount in excess of agreed reserve amounts under
Section 3.03(a)(iv) shall be applied as follows: 
  

	 	(A)	first, if the Debt Service Reserve Available Amount is less than the Debt Service Reserve Minimum Amount on such date, the Depository shall, to the extent of available
funds in the Construction Account or any Construction Subaccount , transfer from the Construction Account and/or any Construction Subaccount to the Debt Service Reserve Account the excess of (x) the Debt Service Reserve Minimum Amount over
(y) the Debt Service Reserve Available Amount on such date; 

  

	 	(B)	second, if the Well Drilling and Capex Reserve Available Amount is less than the Maximum Well Drilling and Capex Reserve Requirement for such date, the Depository
shall, to the extent of available funds in the Construction Account or any Construction Subaccount, transfer from the Construction Account and/or any Construction Subaccount to the Well Drilling and Capex Reserve Account to the excess of
(x) the Maximum Well Drilling and Capex Reserve Requirement over (y) the Well Drilling and Capex Reserve Available Amount on such date; and 

  

	 	(C)	third, so long as no Default or Event of Default then exists and is continuing, as certified by the Issuer to the Administrative Agent, after making any transfers
required under clauses (A) and (B) above, the Depository will transfer the amount in the Construction Account and/or any Construction Subaccount, at the direction of the Issuers, to prepay the Notes, with the Make Whole Amount, or for
deposit to the Distribution Suspension Account. 

 To the extent that the amounts remaining in the Construction
Account and any Construction Subaccount are insufficient to make the transfers provided for in clauses (A) and (B) of this Section 3.03(a)(v), then the Trustee shall make a draw on the Construction Letter of Credit in an amount equal
to the amount of such insufficiency (or, if less, the maximum amount then available under the Construction Letter of Credit), as provided in Section 3.04(h), which amount will be deposited in the Construction Account and used to make such
transfers. On the earlier of Phase II Final Completion Date or the date on which the Issuers inform the Depository and the Senior Creditors that no further construction of Phase II of any Facility will be undertaken, after any draws are made on any
Construction Letter of Credit as provided in the preceding sentence, such Construction Letter of Credit provided under the first paragraph of this Section 3.03(a)(v) shall be released by the Trustee 

  
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 (b) Construction Subaccounts 

 

	 	(i)	Upon the written request of the Issuers, the Depository shall transfer the funds deposited in any Construction Subaccount as directed by the Issuers in such written
request (which shall be consistent with the purposes and uses described in the relevant Construction Withdrawal Certificate). Except as expressly set forth herein or as otherwise approved by the Senior Creditors (in consultation with the Independent
Engineer), the Issuers shall apply the funds so transferred exclusively to the payments of, or reimbursement for, Actual Costs which have been incurred for the Facility Phase to which such Construction Subaccount relates. All amounts to be paid from
each Construction Subaccount shall be paid directly to the Person due such amounts, and the Issuers will only receive direct payment for reimbursement of Project Costs actually paid by the Issuers pursuant to the Construction Budget delivered at the
applicable Funding prior to the disbursement from the Construction Subaccount or as otherwise approved by the Administrative Agent (in consultation with the Independent Engineer). Each written request delivered under this Section 3.03(b) shall
include a check or wire transfer instruction for the payment of the amounts due. 

  

	 	(ii)	Upon Project Completion for any Facility Phase, any amount remaining in the Construction Subaccount for that Facility Phase in excess of amounts described in
Section 3.03(a)(iv) for that Facility Phase shall be returned to the Construction Account. Following Project Completion of each Facility Phase and monthly thereafter until such time as all of the remaining amounts due under the EPC Agreements,
punch list and other items set forth in the additional Construction Withdrawal Certificates delivered in connection with such Project Completion have been completed and paid for in full, the Issuers shall deliver to the Depository, the
Administrative Agent and the Independent Engineer, on a quarterly basis, a written statement as to the amount of such remaining costs paid during the preceding quarter and an update on the status of the remaining punch list items and such other
items set forth in such Construction Withdrawal Certificates. Upon the completion of all punch list and other items set forth in each additional Construction Withdrawal Certificate delivered in connection with Project Completion of each Facility
Phase, the Issuers shall submit to the Depository a certificate, executed by a Responsible Officer of the Issuers, to the effect that all such items have been completed. Upon receipt of such certificate and a certificate of the Independent Engineer
confirming that all such items have been completed, the Depository shall deposit all amounts remaining, if any, in the Construction Subaccount for such Facility Phase into the Revenue Account. 


  
 -24-









 (c) Liquidated Damages Subaccount 

 

	 	(i)	Any Performance Liquidated Damages received by the Depository shall be deposited in the Liquidated Damages Subaccount. The Issuers shall identify to the Depository and
the Administrative Agent any funds that are attributable to Performance Liquidated Damages. 

  

	 	(ii)	Upon the written request of the Issuers, the Depository shall apply the funds deposited in the Liquidated Damages Subaccount to effect a prepayment of the Notes
pursuant to Section 8.2(c) of the Note Purchase Agreement. 

  

	 	(ii)	Not sooner than seven (7) Business Days after the later of the date on which the Buy Down Dates for all Phase II Facility Phases for which a Phase II Tranche has
been issued has occurred or the date on which the Issuers inform the Depository and the Senior Creditors that no further construction of Phase II of any Facility will be undertaken and upon receipt by the Trustee of a written statement signed by a
Responsible Officer of the Issuers that no prepayment of the Notes is required pursuant to Section 8.2(c) of the Note Purchase Agreement or that all such prepayments have been made in full, the Depository shall deposit the amount in the
Liquidated Damages Subaccount into the Revenue Account. 

 (d) Interest During Construction
Subaccount 
  

	 	(i)	At least one Business Day before the date on which any interest payment is required to be made on the Notes under Section 3.03(a)(ii)(A), 3.03(a)(ii)(C) or
3.03(a)(ii)(E), the Depository shall, to extent of available funds in the Interest During Construction Subaccount, transfer the amount of such interest payment(s) from the Interest During Construction Subaccount to the Construction Account.


  

	 	(ii)	Not sooner than seven (7) Business Days after the earlier of the Phase II Final Completion Date or the date on which the Issuers inform the Depository and the
Senior Creditors in writing that no further construction of Phase II of any Facility will be undertaken, the Depository shall deposit any amount remaining in the Interest During Construction Subaccount into the Revenue Account.


 (e) Revenue Account. 

 

	 	(i)	 On each Funding Date for the Series B Note(s), the Series E Note(s) and the Series F Note(s), the Depository shall withdraw and transfer funds in the
Revenue Account (a) to reimburse the Issuers for previously paid 



  
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Project Costs, (b) to pay certain transaction costs and fees (other than the Facility Fee, the Maintenance Fee and the Application Fee payable to DOE), and (c) to fund the Debt Service
Reserve Account, in each case as set forth in the Funding Date Flow of Funds Memo delivered on such Funding Date. 

  

	 	(ii)	On the first Business Day of each month, the Depository shall, to the extent that funds are available in the Revenue Account after the payments, transfers and
allocations required by paragraph (i) of this Section 3.03(e), transfer from the Revenue Account to the Operating Account an amount (the “Monthly Operating Amount”) equal to (x) the total projected Operating Expenses
for all of the Issuers (the “Budgeted Amount”) set forth for such month in the Consolidated Operating Budget then in effect pursuant to Section 4.15, less (y) the amount of any funds on deposit in the Operating Account on
such Business Day, each as set forth in a certificate, substantially in the form of Exhibit F hereto, of a Responsible Officer of the Issuers (an “Operating Expense Certificate”); provided, that the Issuers may request that
more than the Monthly Operating Amount be transferred from the Revenue Account to the Operating Account in any month of any calendar year so long as the total amount transferred from the Revenue Account to the Operating Account from the commencement
of such calendar year through such month shall not exceed the sum of (1) the total Operating Expenses included in the Operating Budget through such month for that calendar year, plus (2) an amount equal to ten percent (10%) of the
total Operating Expenses included in the Operating Budget for that entire calendar year, unless the Required Senior Creditors have consented in writing to such variation. Each Operating Expense Certificate delivered prior to the Funding Date for the
Series B Notes shall also identify, for the preceding calendar month, the Issuer Revenues, Operating Expenses and PPA Shortfall Payments for the Jersey Valley Facility. Notwithstanding the foregoing, the Issuers may request either (x) a
transfer of funds to the Operating Account from the Revenue Account that would cause the total amount transferred to the Operating Account in any calendar year to exceed the Operating Expenses included in the Operating Budget for that entire
calendar year by more than ten percent (10%) or (y) a special transfer of funds from the Revenue Account to the Operating Account at any time if the Issuers certify to the Depository, the Administrative Agent and the Independent Engineer
that such increased amount or special transfer is needed to address an Emergency affecting any Facility. Such increased amount or special transfer must be approved by the Administrative Agent (in consultation with the Independent Engineer) in its
reasonable discretion and, upon such approval, the Depository will transfer such amount from the Revenue Account to the Operating Account. 


  
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	 	(iii)	On each day that amounts are due for the Maintenance Fee or the Master Servicer Expenses, the Depository shall, to the extent of available funds in the Revenue Account
after the payments, transfers and allocations required by paragraphs (i) and (ii) of this Section 3.03(e) have been made or duly provided for, withdraw funds from the Revenue Account to pay such Maintenance Fee or Master Servicer
Expenses as instructed by the Administrative Agent. 

  

	 	(iv)	On each day that amounts are due for Trustee and Secured Party Expenses (other than the Administrative Fee), the Depository shall, to the extent of available funds in
the Revenue Account after the payments, transfers and allocations required by paragraph (i), (ii) and (iii) of this Section 3.03(e) have been made or duly provided for, withdraw funds from the Revenue Account to pay such Trustee and
Secured Party Expenses as instructed by the Administrative Agent. 

  

	 	(v)	On each date that a payment of the Administrative Fee is due, the Depository shall, to the extent of available funds in the Revenue Account after the payments,
transfers and allocations required by paragraphs (i), (ii), (iii) and (iv) of this Section 3.03(e) have been made or duly provided for, withdraw funds from the Revenue Account to pay such Administrative Fee payment.


  

	 	(vi)	On each date that interest is due and payable on the Note(s) and such interest is not required to be paid from amounts on deposit in the Construction Account pursuant
to Section 3.03(a)(ii), the Depository shall, to the extent of available funds in the Revenue Account after the payments, transfers and allocations required by paragraphs (i), (ii), (iii), (iv) and (v) of this Section 3.03(e)
have been made or duly provided for, withdraw funds from the Revenue Account and shall pay to each holder of the Note(s) and, as applicable, to DOE their respective portions of such payment in accordance with the Note Purchase Agreement and
Section 5.09(b) of this Security Agreement. 

  

	 	(vii)	On each date that principal is due and payable on the Note(s) and such principal is not required to be paid from amounts on deposit in the Construction Account pursuant
to Section 3.03(a)(ii), the Depository shall, to the extent of available funds in the Revenue Account after the payments, transfers and allocations required by paragraphs (i), (ii), (iii), (iv), (v) and (vi) of this
Section 3.03(e) have been made or duly provided for, withdraw funds from the Revenue Account and shall pay to each holder of the Note(s) and, as applicable, to DOE, their respective portions of such payment, in accordance with the Note Purchase
Agreement and Section 5.09 of this Security Agreement. 


  
 -27-










	 	(viii)	If on any Payment Date, the Debt Service Reserve Available Amount is less than the Debt Service Reserve Minimum Amount (after giving effect to the payments on the
Note(s) made on such Payment Date), the Depository shall, to the extent of available funds in the Revenue Account after the payments, transfers and allocations required by paragraphs (i), (ii), (iii), (iv), (v), (vi) and (vii) of this
Section 3.03(e) have been made or duly provided for, transfer from the Revenue Account to the Debt Service Reserve Account the excess of (x) the Debt Service Reserve Minimum Amount (after giving effect to the payment on the Note made on
such Payment Date) over (y) the Debt Service Reserve Available Amount on such Payment Date. 

  

	 	(ix)	If on any Payment Date a payment is due to Sponsor with respect to any PPA Letter of Credit Indebtedness, the Depository shall, to the extent of available funds in the
Revenue Account after the payments, transfers and allocations required by paragraphs (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) of this Section 3.03(e) have been made or duly provided for, transfer from the Revenue Account to
the Sponsor the amount that is due with respect to such PPA Letter of Credit Indebtedness on such Payment Date. 

  

	 	(x)	If on any Payment Date, the Well Drilling and Capex Reserve Available Amount is less than the Maximum Well Drilling and Capex Reserve Requirement for such Payment Date,
the Depository shall, to the extent of available funds in the Revenue Account after the payments, transfers and allocations required by paragraphs (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) of this Section 3.03(e) have
been made or duly provided for, transfer from the Revenue Account to the Well Drilling and Capex Reserve Account the excess of (x) the Maximum Well Drilling and Capex Reserve Requirement over (y) the Well Drilling and Capex Reserve
Available Amount on such Payment Date. 

  

	 	(xi)	If an Updated Pro Forma delivered on or prior to any Projection Date does not demonstrate that the Debt Service Coverage Ratio for all Facility Phases included in such
Updated Pro Forma (measured by Fiscal Year) will be at least 1.5:1 for each Fiscal Year over the remaining term of the Notes, then the Administrative Agent shall so instruct the Depository, and on each Payment Date thereafter until the
Administrative Agent, in consultation with the Independent Engineer and the Reservoir Consultant, confirms that the conditions for release of all funds in the Resource Reserve Account in Section 3.03(j)(v) have been satisfied, the Depository
shall, to the extent of available funds in the Revenue Account after the payments, transfers and allocations required by paragraphs (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix) and (x) of this Section 3.03(e) have been made
or duly provided for, transfer from the Revenue Account to the Resource Reserve Account all amounts remaining in the Revenue Account on such date. 


  
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	 	(xii)	If on any Payment Date, the Phase II Tranche Reserve Available Amount for any Phase II Tranche for which the Issuers elected the Phase II 100% Option is less than the
Phase II Tranche Reserve Minimum Amount for that Phase II Tranche, the Depository shall, to the extent of available funds in the Revenue Account after the payments, transfers and allocations required by paragraphs (i), (ii), (iii), (iv), (v), (vi),
(vii), (viii), (ix), (x) and (xi) of this Section 3.03(e) have been made or duly provided for, transfer from the Revenue Account to the Phase II Tranche Reserve Account the excess of (x) the Phase II Tranche Reserve Minimum
Amount for each Phase II Tranche for which the Issuers elected the Phase II 100% Option over (y) the Phase II Tranche Reserve Available Amount on such Payment Date for such Phase II Tranche. 


 

	 	(xiii)	On any date on which a PPA Shortfall Payment is due to the Power Purchaser under any Power Purchase Agreement, the Depository shall, upon receipt of a written request
from the Issuers and to the extent of available funds in the Revenue Account after the payments, transfers and allocations required by paragraphs (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi) and (xii) of this
Section 3.03(e) have been made or duly provided for, transfer from the Revenue Account to the Power Purchaser (according to instructions provided by the Issuers) the amount needed to pay such PPA Shortfall Payment. 


 

	 	(xiv)	On each date that an optional prepayment is due on the Notes pursuant to Section 8.3(a) or Section 8.3(c) of the Note Purchase Agreement, the Depository
shall, to the extent of available funds in the Revenue Account after the payments, transfers and allocations required by paragraphs (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi), (xii) and (xiii) of this
Section 3.03(e) have been made or duly provided for, withdraw from the Revenue Account and shall pay to each holder of Note(s) its respective portion of the principal amount of the Note(s) to be prepaid, together with all accrued interest
thereon and/or Make Whole Amount (for prepayments under Section 8.3(a) of the Note Purchase Agreement) or Modified Make Whole Amount (for prepayment under Section 8.3(c) of the Note Purchase Agreement) due with respect thereto and/or other
amounts due under Section 8.3(a) or Section 8.3(c) of the Note Purchase Agreement (as applicable). 

  

	 	(xv)	 In the event that, on the first day which is at least ten (10) days following a Payment Date, all payments, transfers and allocations currently
required by paragraphs (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi), (xii), 



  
 -29-










	 	
(xiii) and (xiv) of this Section 3.03(e) have been made or duly provided for and no Default or Event of Default has occurred and is continuing, the Depository shall transfer the amounts
remaining in the Revenue Account on such date to the Distribution Suspension Account. 

 (f)
Operating Account. Upon the written request of the Issuers, the Depository shall from time to time transfer the funds deposited in the Operating Account as directed by the Issuers in such written request (such written request shall include a
check or wire transfer instruction). Except as expressly set forth herein, the Issuers shall apply and shall cause each of the Sponsor, any Replacement Obligor under any O&M Agreement or any other person to apply the funds so transferred solely
for the payment of Operating Expenses. 
 (g) Debt Service Reserve Account. 

 

	 	(i)	If on any date on which any scheduled payment (not including any mandatory prepayment under Section 8.2(b) or Section 8.2(c) of the Note Purchase Agreement)
of interest, principal, fees, or Make Whole Amount on the Notes is due, the amount available in the Construction Account, including amounts deposited in the Interest During Subaccount by the Sponsor pursuant to the Equity Contribution Agreement (for
payments pursuant to Section 3.03(a)(ii)), or the Revenue Account (for all other such payments) is insufficient to make such payment in full after any transfer from the Distribution Suspension Account to the Revenue Account pursuant to
Section 3.03(n), the Depository shall, to the extent funds are available in the Debt Service Reserve Account (including as a result of a draw under the Debt Service Reserve Letter of Credit pursuant to Section 3.04(b)), withdraw from the
Debt Service Reserve Account the amount required to make up such deficit and shall use the amount so withdrawn, together with the available moneys from the Construction Account (for payments pursuant to Section 3.03(a)(ii)) or the Revenue
Account (for all other such payments), to effect the payment on the Notes. 

  

	 	(ii)	The Depository shall, on receipt of a written request executed by the Issuers, withdraw from the Debt Service Reserve Account an amount equal to the excess of the Debt
Service Reserve Available Amount over the Debt Service Reserve Minimum Amount, which amount shall be transferred into the Revenue Account. 

  

	 	(iii)	The Issuers may, in their sole discretion, provide the Trustee with a Debt Service Reserve Letter of Credit for some or all of the Debt Service Reserve Minimum Amount,
and upon receipt of such Debt Service Reserve Letter of Credit and so long as no Default or Event of Default has occurred and is continuing, an amount on deposit in the Debt Service Reserve Account equal to the available amount under such Debt
Service Reserve Letter of Credit shall be distributed to or at the direction of the Issuers. 


  
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 (h) Well Drilling and Capex Reserve Account. 

 

	 	(i)	Funds in the Well Drilling and Capex Reserve Account may be used for: (i) the drilling of any additional wells, as identified in a Reservoir Consultant report
issued in connection with any Funding, and/or as needed to maintain the generation level of such Facility Phase projected in the Pro Forma Projections for that Facility Phase, (ii) any well make-overs, (iii) other major non-routine
well-field capital expenditures (which, for the avoidance of doubt, shall not include pumps or similar mechanical failures), (iv) other refurbishings or replacements for the Facility Phase that are neither routine nor included in the
then-effective Operating Budget for such Facility as identified in consultation with the Independent Engineer, or (v) payment of Affiliate Drilling Fees. In the event the Issuers intend to draw on the Well Drilling and Capex Reserve Account,
the Issuers shall submit to the Depository, the Independent Engineer, the Reservoir Consultant and the Administrative Agent a certificate, signed by a Responsible Officer of the Issuers, setting forth the work required for such Facility Phase, and
the amount to be transferred from the Well Drilling and Capex Reserve Account for such work. Upon approval of such certificate (A) if the work to be funded with such transfer is of the type described in clause (i), by the Reservoir Consultant,
and (B) if the work to be funded with such transfer is of the type described in clause (iv), by the Required Senior Creditors (in consultation with the Independent Engineer), each such approval to be provided within ten (10) days, the
Depository shall from time to time transfer the amount requested to the Operating Account. For the avoidance of doubt, no approval of the Reservoir Consultant, the Senior Creditors or any other Person shall be required in connection with the
withdrawal and transfer of any amounts from the Well Drilling and Capex Reserve Account for any of the purposes set forth in clause (ii), (iii) and (v) above. In order to facilitate the approval of the Reservoir Consultant (for withdrawals
and transfers under clause (i) above) or the Senior Creditors (for withdrawals under clause (iv) above, the Issuers shall include in the relevant certificate reasonable information about the work to be funded. The Issuers shall apply the
funds so transferred solely for the work and the Facility Phase described in such certificate. At any time that the Well Drilling and Capex Reserve Available Amount exceeds the Maximum Well Drilling and Capex Reserve Requirement, the Depository
shall transfer such excess to the Revenue Account. 

  

	 	(ii)	The Issuers may, in their sole discretion, provide the Trustee with a Well Drilling and Capex Reserve Letter of Credit for some or all of the Maximum Well Drilling and
Capex Reserve Requirement, and upon receipt of such Well Drilling and Capex Reserve Letter of Credit and so long as no Default or Event of Default has occurred and is continuing, an amount on deposit in the Well Drilling and Capex Reserve Account
equal to the available amount under such Well Drilling and Capex Reserve Letter of Credit shall be distributed to or at the direction of the Issuers. 


  
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 (i) Performance Level Reserve Account 

 

	 	(i)	On each date on which the proceeds of any cash grant under Section 1603 for any Facility Phase are received by any Issuer, the Depository will deposit the amount
of such proceeds in the Performance Level Reserve Account. 

  

	 	(ii)	If on any date, the Depository receives a written statement signed by a Responsible Officer of the Issuers and the Administrative Agent that an amount on deposit in the
Performance Level Reserve Account is attributable to a cash grant under Section 1603 that relates to the Jersey Valley Facility, then so long as no Default or Event of Default has occurred and is continuing, the Depository shall withdraw the
amount in the Performance Level Reserve Account that is attributable to such cash grant under Section 1603 that relates to the Jersey Valley Facility, as set forth in such written statement, and transfer such amount to or at the direction of
the Issuers. 

  

	 	(iii)	So long as no Default or Event of Default has occurred and is continuing, the Debt Service Reserve Available Amount is at least the Debt Service Reserve Minimum Amount
and the Well Drilling and Capex Reserve Available Amount is at least the Maximum Well Drilling and Capex Reserve Requirement, the Depository shall, on receipt of a written request executed by the Issuers certifying that the conditions described in
this Section 3.03(i)(iii) have been satisfied, withdraw from the Performance Level Reserve Account an amount equal to the excess of the Performance Level Reserve Available Amount over the Performance Level Reserve Amount and shall transfer such
amount to or at the direction of the Issuers. 

  

	 	(iv)	Upon the written request of the Issuers, the Depository shall apply the amount in the Performance Level Reserve Account to effect a prepayment of the Notes pursuant to
Section 8.2(c) of the Note Purchase Agreement. 

  

	 	(v)	 On the later to occur of the PPA Capacity Date for Phase I of the McGinness Hills Facility or the PPA Capacity Date for Phase I of the Tuscarora
Facility, upon receipt by the Depository of (A) a written statement signed by the Administrative Agent and a Responsible Officer of the Issuers that both such PPA Capacity Dates have occurred and (B) a written statement signed by a
Responsible Officer of the Issuers that no Default or Event of Default has occurred and is continuing, the Depository shall, after making the transfers required by paragraph (iv) of this Section




  
 -32-










	 	
3.03(i), transfer up to $10,000,000 from the amount on deposit in the Performance Level Reserve Account to or at the direction of the Issuers, provided, that no such transfer shall be made to the
extent it would cause the Performance Level Reserve Available Amount to be less than the Performance Level Reserve Amount on such date unless the amount available under any Performance Level Reserve Letters of Credit is increased on such date such
that the Performance Level Reserve Available Amount is at least equal to the Performance Level Reserve Amount. 

  

	 	(vi)	On the later to occur of the Buy Down Date for Phase I of the McGinness Hills Facility or the Buy Down Date for Phase I of the Tuscarora Facility, upon receipt by the
Depository of (A) a written statement signed by the Administrative Agent and a Responsible Officer of the Issuers that no further prepayment of the Notes could be required pursuant to Section 8.2(c) of the Note Purchase Agreement with
respect to Phase I of the McGinness Hills Facility or Phase I of the Tuscarora Facility or that all such prepayments have been made in full and (B) a written statement signed by a Responsible Officer of the Issuers that no Default or Event of
Default has occurred and is continuing, the Debt Service Reserve Available Amount is at least the Debt Service Reserve Minimum Amount and the Well Drilling and Capex Reserve Available Amount is at least the Maximum Well Drilling and Capex Reserve
Requirement, the Depository shall, after making the transfers required by paragraph (iv) of this Section 3.03(i), disburse the amount in the Performance Level Reserve Account to or at the direction of the Issuers and shall release and
return to the Issuers any Performance Level Reserve Letter of Credit. 

  

	 	(vii)	The Issuers may, in their sole discretion, (A) provide the Trustee with a Performance Level Reserve Letter of Credit that is not a Performance Level Designated
Letter of Credit for some or all of the amount required to be on deposit in the Performance Level Reserve Account in excess of $20,000,000, and (B) provide the Trustee with a Performance Level Designated Letter of Credit for up to an amount
which, when combined with the amount available under any other Performance Level Reserve Letter of Credit, is at least equal to the Performance Level Reserve Amount; provided, however, that until the later to occur of the PPA Capacity Date for Phase
I of the McGinness Hills Facility or the PPA Capacity Date for Phase I of the Tuscarora Facility, the amount on deposit in the Performance Level Reserve Account will be at least $10,000,000. Upon receipt of any such Performance Level Reserve Letter
of Credit, so long as no Default or Event of Default has occurred and is continuing and subject to the proviso of the preceding sentence, the amount on deposit in the Performance Level Reserve Account equal to the available amount under such
Performance Level Reserve Letter of Credit shall be distributed to or at the direction of the Issuers. 


  
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 (j) Resource Reserve Account. 

 

	 	(i)	The Issuers may, at their discretion, determine whether to use (A) up to the entire amount on deposit in the Resource Reserve Account at any time to prepay the
Notes pursuant to Section 8.3(b)(i) of the Note Purchase Agreement or (B) up to one-half of the total amount deposited in the Resource Reserve Account pursuant to Section 3.03(e)(xi) from time to time (including one-half of all
interest and investment income derived from amounts on deposit in the Resource Reserve Account) to fund the expansion of the wellfield or other capital improvements at any Facility in order to preserve and/or enhance the capacity of the geothermal
resource at that Facility, as provided in paragraph (ii) of this Section 3.03(j), and/or (y) to prepay the Notes pursuant to Section 8.3(b)(ii) of the Note Purchase Agreement, as provided in paragraph (iv) of this
Section 3.03(j). Unless the Notes are prepaid pursuant to Section 8.3(b)(i) of the Note Purchase Agreement, one-half of the total amount deposited in the Resource Reserve Account pursuant to Section 3.03(e)(xi) from time to time
(including one-half of all interest and investment income derived from amounts on deposit in the Resource Reserve Account) shall remain in the Resource Reserve Account until such amount is transferred to the Revenue Account, as provided in paragraph
(v) of this Section 3.03(j), or applied after an Event of Default as provided in Section 5.05. 

  

	 	(ii)	In the event that the Issuers determine to apply an amount that, when combined with all prepayments under Section 3.03(j)(iv), is up to one-half of the total
amount deposited in the Resource Reserve Account pursuant to Section 3.03(e)(xi) from time to time (including one-half of all interest and investment income derived from amounts on deposit in the Resource Reserve Account) to fund the expansion
of the wellfield or other capital improvements at any Facility in order to preserve and/or enhance the capacity of the geothermal resource at that Facility, the Issuers will provide written notice to the Administrative Agent, the Reservoir
Consultant and the Independent Engineer of the proposed wellfield expansion or other capital improvements to which such amounts will be applied, such notice to be in sufficient detail for the Reservoir Consultant and the Independent Engineer to
assess whether such proposed expansion or improvements will preserve and/or enhance the generation of power by such Facility. Upon approval of such notice by the Independent Engineer and the Reservoir Consultant, such approval to be provided within
ten (10) days, the Depository shall transfer the amount requested from the Resource Reserve Account to the Operating Account. The Issuers shall apply the funds so transferred solely for the expansion or other capital improvements described in
such notice. 


  
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	 	(iii)	In the event that the Issuers determine to apply up to the entire amount on deposit in the Resource Reserve Account to prepay the Notes under Section 8.3(b)(i) of
the Note Purchase Agreement, the Depository shall effect such prepayment upon receipt of a written direction by the Issuers in accordance with Section 8.3(b)(i) of the Note Purchase Agreement. 


 

	 	(iv)	In the event that the Issuers determine to apply any amount that, when combined with all withdrawals under Section 3.03(j)(ii), is up to one-half of the total
amount deposited in the Resource Reserve Account pursuant to Section 3.03(e)(xi) from time to time (including one-half of all interest and investment income derived from amounts on deposit in the Resource Reserve Account) to prepay the Notes
under Section 8.3(b)(ii) of the Note Purchase Agreement, the Depository shall effect such prepayment upon receipt of a written direction by the Issuers in accordance with Section 8.3(b)(ii) of the Note Purchase Agreement.


  

	 	(v)	If (x) on any Projection Date on which amounts are on deposit in the Resource Reserve Account, or (y) on any other date as requested by the Issuers, the
Updated Pro Forma provided on such Projection Date or such other date demonstrates that the Debt Service Coverage Ratio for all Facility Phases included in such Updated Pro Forma is at least 1.5:1 for each Fiscal Year over the remaining term of the
Notes, then, so long as no Default or Event of Default has occurred and is continuing, the Depository, upon receipt of a notice executed by the Issuers and the Administrative Agent to that effect, shall transfer all amounts then on deposit in the
Resource Reserve Account to the Revenue Account. 

 (k) Change in Law Account. 

The Depository will use any amount deposited in the Change in Law Account solely to make a prepayment under
Section 8.2(b) of the Note Purchase Agreement of the Tranche for which that Change in Law Letter of Credit was provided. 
 (l) Phase II Tranche Reserve Account. 
 The Depository shall transfer any
amount deposited in the Phase II Tranche Reserve Account to the applicable Phase II Tranche Reserve Subaccount, as directed in writing by the Issuers and the Administrative Agent. 

  
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 (m) Phase II Tranche Reserve Subaccounts. 

 

	 	(i)	Upon the written request of the Issuers, the Depository shall apply the amount in each Phase II Tranche Reserve Subaccount to effect a prepayment of the Phase II
Tranche to which such Phase II Tranche Reserve Subaccount relates pursuant to Section 8.2(c) of the Note Purchase Agreement. 

  

	 	(ii)	On the Buy Down Date for each Phase II Tranche, upon receipt by the Depository of (A) a written statement signed by the Administrative Agent and a Responsible
Officer of the Issuers that no further prepayment of that Phase II Tranche could be required pursuant to Section 8.2(c) of the Note Purchase Agreement or that all such prepayments of such Phase II Tranche have been made in full and (B) a
written statement signed by a Responsible Officer of the Issuers that no Default or Event of Default has occurred and is continuing, the Depository shall, after making any transfers required by paragraph (i) of this Section 3.03(m),
disburse the amount in the Phase II Tranche Reserve Subaccount relating to that Phase II Tranche to or at the direction of the Issuers, and the Trustee shall release any Phase II Tranche Reserve Letter of Credit relating to that Phase II Tranche.


 (n) Distribution Suspension Account. 

 

	 	(i)	If on any date (x) the amount available in the Construction Account, including amounts deposited in the Interest During Construction Subaccount by the Sponsor
pursuant to the Equity Contribution Agreement, is insufficient to make any of the payments or transfers in Section 3.03(a) or (y) the amount available in the Revenue Account is insufficient to make any of the payments or transfers in
paragraphs (i) through (xii) of Section 3.03(e) (prior to any transfer from the Debt Service Reserve Account to the Revenue Account pursuant to Section 3.03(g)(i)), the Depository shall, to the extent of available funds in the
Distribution Suspension Account, transfer the amount of such insufficiency from the Distribution Suspension Account to the Construction Account or the Revenue Account, as appropriate. 


 

	 	(ii)	 In the event that, on any day which is at least ten (10) days following a Payment Date and is not more than sixty (60) days following such
Payment Date, the payments, transfers and allocations required by paragraph (i) have been made or duly provided for, and the conditions for declaring, paying or making dividends or distributions set forth in Section 10.5 of the Note
Purchase Agreement have otherwise been satisfied, the Depository shall, on receipt of a written request executed by the Issuers certifying that all of such conditions set forth in Section 10.5 of the Note Purchase Agreement have been satisfied,
together with confirmation from 



  
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the Administrative Agent pursuant to a Decision Request under the Intercreditor Agreement that such conditions have been satisfied, pay to or at the written direction of the Issuers the lesser of
the Distribution Percentage of the amounts remaining in the Distribution Suspension Account on such date, which Distribution Percentage will be included in the written request confirmed by the Administrative Agent and provided to the Depository
under this Section 3.03(n)( ii). 

  

	 	(iii)	The Intercreditor Agreement requires that DOE approve each withdrawal from the Distribution Suspension Account under paragraph (ii) of this Section 3.03(n) in
order for the Administrative Agent to confirm that the conditions to such withdrawal have been satisfied, and DOE shall have six Washington Business Days to complete such review. 


(o) Notice of Account. All instructions to the Depository with respect to payments pursuant to this
Section 3.03 shall be provided to the Depository and the Administrative Agent at least three (3) Business Days before such payment is due. The Issuers shall instruct each party depositing funds with the Depository to identify in writing
the amount of such funds, the source of such funds and the proper Depository Account into which such funds are to be deposited. Absent receipt of such identifying information, the Depository shall deposit all unidentified funds in the Revenue
Account. 
 Section 3.04. Letters of Credit; Ormat Guarantee. 

(a) The Trustee shall at all times while any Issuer Letter of Credit or Equity Letter of Credit remains in effect hold it
in safekeeping for the benefit of the holder(s) of the Notes. 
 (b) If the Debt Service Reserve Letter of Credit
is provided and by 10:00 a.m., New York time, on the Business Day immediately preceding any date on which any scheduled payment of interest or principal on the Note(s) is due, the amount available in the Construction Account (for payments pursuant
to Section 3.03(a)(ii)), in the Revenue Account (for all other such payments), and/or in the Distribution Suspension Account and/or the Debt Service Reserve Account is insufficient to make such payment in full, the Trustee shall make a draw on
the Debt Service Reserve Letter of Credit in an amount equal to the amount of such insufficiency (or, if less, the maximum amount then available under the Debt Service Reserve Letter of Credit) and shall deposit such amount into the Debt Service
Reserve Account, which amount shall be used solely to make such scheduled payment on the Note(s) in accordance with Section 3.03(a)(ii) or Section 3.03(e). 

(c) If the Well Drilling and Capex Reserve Letter of Credit is provided and on any date on which the Issuers request a
transfer of funds from the Well Drilling and Capex Reserve Account that has been approved, if and to the extent required, by the Reservoir Consultant or the Required Senior Creditors, there are insufficient funds in the Well Drilling and Capex
Reserve Account to effect that transfer, the Trustee shall make a draw on the Well 

  
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Drilling and Capex Reserve Letter of Credit in an amount equal to the amount of such insufficiency (or, if less, the maximum amount then available under the Well Drilling and Capex Reserve Letter
of Credit) and shall deposit such amount into the Well Drilling and Capex Reserve Account, which amount shall be used solely in accordance with Section 3.03(h). 

(d) If (i) any Performance Level Reserve Letter of Credit is provided, (ii) the Trustee receives notice that a
prepayment of any Note(s) is due under Section 8.2(c) of the Note Purchase Agreement, and (iii) the Trustee receives a notice from the Issuers that some or all of the funds to make such prepayment should be drawn from the Performance Level
Reserve Account, the Trustee shall make a draw on the Performance Level Reserve Letter(s) of Credit in an amount equal to the amount requested by the Issuers to be withdrawn from the Performance Level Reserve Account (or, if less, the maximum amount
then available under the Performance Level Reserve Letter(s) of Credit) and shall use such amount solely to make such prepayment under Section 8.2(c) of the Note Purchase Agreement. 

(e) If (i) a Change in Law Letter of Credit is provided, (ii) the Trustee receives notice that a prepayment of
the Tranche for which that Change in Law Letter of Credit was provided is due under Section 8.2(b) of the Note Purchase Agreement and (iii) the amount available in the Distribution Suspension Account is insufficient to make such prepayment
in full, the Trustee shall make a draw on such Change in Law Letter of Credit in an amount equal to the amount of such insufficiency (or, if less, the maximum amount then available under the Change in Law Letter of Credit) and shall deposit such
amount into the Change in Law Account, which amount shall be used solely to make such prepayment under Section 8.2(b) of the Note Purchase Agreement in accordance with Section 3.03(k). 

(f) If (i) any Phase II Tranche Letter of Credit is provided, (ii) the Trustee receives notice that a prepayment
of any Note(s) is due under Section 8.2(c) of the Note Purchase Agreement with respect to Phase II of the McGinness Hills Facility or Phase II of the Tuscarora Facility, and (iii) the Trustee receives a notice from the Issuers that some or
all of the funds to make such prepayment should be drawn from such Phase II Tranche Letter of Credit, the Trustee shall make a draw on the Phase II Tranche Letter of Credit in an amount equal to the amount requested by the Issuers (or, if less, the
maximum amount then available under the Phase II Tranche Letter of Credit) and shall use such amount solely to make such prepayment under Section 8.2(c) of the Note Purchase Agreement. 

(g) If the Trustee receives notice that a prepayment of any Tranche is due under Section 8.2(c) of the Note Purchase
Agreement and the sum of (i) amounts on deposit in the Distribution Suspension Account (subject to satisfaction of the conditions to a distribution of such amounts under Section 3.03(n)(ii) herein, other than conditions that cannot
be satisfied solely because the Buy Down Date Prepayment DSCRs for the Facility Phase giving rise to the prepayment under Section 8.2(c) of the Note Purchase Agreement has not been achieved or such Facility Phase has not achieved Project
Completion), (ii) amounts on deposit in the Liquidated Damages Subaccount, and (iii) amounts on deposit in the Performance Level 

  
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Reserve Account, is insufficient to effect such prepayment in accordance with Section 8.2(c) of the Note Purchase Agreement, the Trustee shall demand a draw under the Ormat Guarantee
relating to such Tranche in the amount of such insufficiency (or, if less, the maximum amount then available to be drawn under such Ormat Guarantee). 
 (h) If the Construction Letter of Credit is provided and the amount available in the Construction Account on any date is insufficient to make any of the payments or transfers from the Construction Account
under Section 3.03(a) on such date (including without limitation under Section 3.03(a)(v)), the Trustee shall make a draw on the Construction Letter of Credit in an amount equal to the amount of such insufficiency (or, if less, the maximum
amount then available under the Construction Letter of Credit), which amount will be deposited in the Construction Account and used solely for one or more of the purposes set forth in Section 3.03(a). 

(i) If on any date that an Equity Contribution is due for a Facility Phase or for an interest payment on a Tranche
financing the Project Costs for the Facility Phase under the Equity Contribution Agreement, some or all of such Equity Contribution is not deposited into the Construction Subaccount for that Facility Phase or in the Interest During Construction
Subaccount, as applicable, the Trustee shall make a draw on the Equity Letter of Credit for such Facility Phase in an amount equal to the amount of such insufficiency (or, if less, the maximum amount then available under the Equity Letter of
Credit), which amount will be deposited in such Construction Subaccount and used solely for one or more of the purposes set forth in Section 3.03(b) or in the Interest During Construction Subaccount and used solely for the purposes set forth in
Section 3.03(d), as directed by the Administrative Agent. 
 (j) In the event that any Issuer Letter of
Credit has been drawn in accordance with this Agreement, on any date that is five (5) Business Days prior to a Payment Date, the Trustee or the Administrative Agent may require the Issuers to provide a statement from the Letter of Credit Bank
issuing such Issuer Letter of Credit as to the amount available under such Issuer Letter of Credit. 
 (k) To the
extent that any Issuer Letter of Credit or Equity Letter of Credit is not renewed at least thirty (30) days prior to such Issuer Letter of Credit’s or Equity Letter of Credit’s expiration, the Trustee, at the direction of the
Administrative Agent, shall draw the full amount available under such Issuer Letter of Credit or Equity Letter of Credit and shall deposit such amount (i) in the Construction Account if such amount is drawn on the Construction Letter of Credit,
(ii) in the Performance Level Reserve Account if such amount is drawn on a Performance Level Reserve Letter of Credit, (iii) in the Interest During Construction Subaccount and the applicable Construction Subaccount, as directed by the
Administrative Agent, if such amount is drawn on any Equity Letter of Credit, (iv) in the Debt Service Reserve Account if such amount is drawn on the Debt Service Reserve Letter of Credit, (v) in the Well Drilling and Capex Reserve Account
if such amount is drawn on the Well Drilling and Capex Reserve Letter of Credit, (vi) in the Change in Law Account if such amount is drawn on the Change in Law Letter of Credit, and (vii) in the Phase II Tranche Reserve Account if such
amount is drawn on a Phase II Tranche Letter of Credit. 

  
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 Section 3.05. Investment of Depository Account Moneys. 

Any moneys held by the Depository in the Depository Accounts shall, upon receipt of a written request executed by a Responsible Officer of
the Issuers, be invested by the Depository in Permitted Investments selected by the Issuers as specified in such written request at the sole risk of the Issuers. All interest and investment income realized as a result of such investments shall be
retained in the Depository Account from which the principal amount upon which such interest or income was realized was taken. The Depository shall have no obligation to invest and reinvest any cash held in the Depository Accounts in the absence of
timely and specific written investment direction from a Responsible Officer of the Issuers. In no event shall the Depository be liable for the selection of investments or for investment losses incurred thereon by reason of investment performance,
liquidation prior to stated maturity or otherwise. The Depository shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of a Responsible Officer to provide
timely written investment direction. 
 The parties to this Security Agreement acknowledge that shares or investments in
Permitted Investments are not obligations of Wilmington Trust Company, or any parent or Affiliate of Wilmington Trust Company, are not deposits and are not secured by the Federal Depository Insurance Corporation. The Depository or its Affiliates may
be compensated by mutual funds or other investments comprising Permitted Investments for services rendered in its capacity as investment advisor, or other service provider, and such compensation is both described in detail in the prospectuses for
such funds or investments, and is in addition to the compensation, if any, paid to Wilmington Trust Company in its capacity as Depository hereunder. 
 The Depository shall provide to the Issuers and the Administrative Agent a statement of all balances of, transfers and investments made with respect to all Depository Accounts at least once a month.

 Section 3.06. Reports for Administrative Agent. 

The Depository shall certify to the Administrative Agent, within ten (10) days after the end of each calendar quarter, the amounts of
proceeds from the sale of the Notes (if any) disbursed to each Issuer during such calendar quarter, the outstanding principal amount of the Note(s) as of the end of such calendar quarter, and the repayments of principal and interest and accruals of
interest during the preceding calendar quarter. 

  
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 ARTICLE IV 
 COVENANTS OF THE ISSUER 
 Each Issuer covenants that on and after the date
of this Security Agreement and until the Note is paid in full and all of the Obligations are discharged: 
 Section 4.01.
Defense of Title. 
 Until the Discharge Date, each Issuer shall warrant, defend and preserve its right, title and
interest in and to the Collateral and the validity and priority of the Lien of the Security Documents and shall forever warrant and defend the same against the claims of all persons whomsoever, and no Issuer shall sell or otherwise alienate any of
its interests in the Collateral except as otherwise permitted under the Loan Documents. Each Issuer shall maintain good and valid rights and title to its real property, including, in each case, to the extent applicable, the land, leasehold estates,
license rights and easements constituting the Project Land, and all of its other property, free and clear of all Liens except Permitted Liens and as otherwise provided under this Security Agreement. 

Section 4.02. Further Assurances. 
 Each Issuer shall execute, file and deliver any further writing, instrument or document and take any further action as may be required by applicable law or reasonably requested from time to time by the
Required Senior Creditors, and in form and substance reasonably satisfactory to the Required Senior Creditors, and make all recordings and filings and take all such other action as may be necessary or desirable under any applicable law to evidence,
effectuate, preserve the priority of, protect and perfect the Lien on and security interest in the Collateral securing the Obligations, and, in addition and in furtherance of, but not in limitation of, the foregoing, use its commercially reasonable
efforts to comply with any request of the Trustee or the Required Senior Creditors to obtain, execute, deliver or file nondisturbance agreements, mortgagee’s waivers, and such other instruments and notices, amendments and renewals thereof, as
the Trustee or the Required Senior Creditors shall deem appropriate to fully preserve and protect the Lien on and security interest in the Collateral securing the Obligations; provided, however, that nothing contained in this Section
shall require any Issuer to pay or suffer forbearance of any Material amounts, or waive or otherwise terminate the effectiveness of any material term or other provision, in connection with any such nondisturbance agreement, mortgagee’s waiver
or other instrument. 
 Section 4.03. Recordings and Filings. 

(a) Each Issuer, forthwith upon the execution of the Security Documents, and thereafter from time to time, shall cause
such Security Documents and any other security instrument creating, evidencing, perfecting or continuing the perfection of the Lien hereof and thereof, to be filed or recorded in such manner and in such places as may be required by law in order to
publish notice of and fully to protect the Lien on and security interest in the Collateral securing the Obligations. 

  
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 (b) Each Issuer shall, upon the request of the Trustee or the Administrative
Agent, execute supplements to its Deed of Trust, supplements to this Security Agreement and financing statements, continuation statements and any other instruments or documents reasonably deemed necessary or desirable by the Required Senior
Creditors, to perfect or preserve the Lien on and security interest in the Collateral securing the Obligations. To the extent permitted by law, the Trustee is authorized to record and file supplements to this Security Agreement and financing or
continuation statements without the signature of any Issuer to perfect, maintain or maintain the perfection of the Trustee’s Lien on and security interest in the Collateral (including a copy of this Security Agreement), and each Issuer ratifies
and approves all financing statements which the Trustee may have already filed and authorizes the Trustee to adopt on such Issuer’s behalf any symbol required for authenticating any electronic filings. Each Issuer waives any right to file
correction or termination statements without the Trustee’s advance written consent. Each Issuer further agrees that to the extent permitted by law, a carbon, photographic, photostatic or other reproduction of any Security Document or of a
financing statement is sufficient as a financing statement. 
 (c) The Issuers shall pay all filing, registration
or recording fees, and all expenses incident to the preparation, execution and acknowledgement of this Security Agreement, the Deeds of Trust, the other Security Documents, any instrument supplemental hereto or thereto, any security instrument with
respect to the Collateral (including instruments perfecting the Lien of any Security Documents or continuing such perfection) and any instrument of further assurance, and all federal, state, county and municipal stamp taxes and other taxes, duties,
impositions, assessments and charges arising out of or in connection with the execution and delivery of the Notes, the Note Purchase Agreement, this Security Agreement, the other Security Documents, any instrument supplemental hereto or thereto, any
security instrument with respect to the Collateral or any instrument of further assurance. 
 (d) The Issuers
shall be responsible for notifying the Trustee (with a copy of such notice sent to each Senior Creditor, the Administrative Agent and the Master Servicer) six (6) months before the fifth anniversary of the filing of any Uniform Commercial Code
financing statement or continuation statement that a continuation of such financing statement must be filed. The Issuers shall include with such notice to the Trustee a continuation statement for each such financing statement or continuation
statement. The Issuers shall thereafter file such continuation statement in a timely manner at the Issuers’ own expense and shall promptly thereafter provide the Trustee, the Administrative Agent and the Master Servicer with evidence reasonably
satisfactory to it of such filing. 
 Section 4.04. Payment of Fees, Costs and Expenses. 

Without duplication of Sections 9.12 and 14.1 of the Note Purchase Agreement, the Issuers shall pay promptly the costs, including
attorneys’ fees and expenses that the Trustee or 

  
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the Senior Creditors may incur in the collection or enforcement of the Obligations or the Security Documents, and shall indemnify and reimburse the Secured Parties and their officers, directors,
employees, representatives and agents for all amounts required to be paid by it or them, including any and all claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property or natural resources), penalties, taxes (other
than Excluded Taxes), actions, suits, judgments, costs and expenses (including reasonable attorneys’ and agents’ fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Secured
Parties directly or indirectly relating to, or arising from, claims against the Secured Parties arising out of or in connection with the transactions contemplated hereby (including, but not limited to, the Consents, the Deeds of Trust and the other
Security Documents), except to the extent caused by the bad faith, gross negligence or willful misconduct of such Secured Party or any of their respective officers, directors, employees, representatives and agents. The provisions of this
Section 4.04 shall survive the termination of this Security Agreement. 
 Section 4.05. Litigation. 

At any time (i) during the existence and continuation of an Event of Default or (ii) when an insurance company has refused to
name the Trustee as the loss payee on any insurance maintained by the Issuers (other than liability insurance), the Trustee and the Senior Creditors shall have the right to appear in and defend any action or proceeding involving any Issuer or any
Facility (i) in excess of $500,000 or (ii) challenging the validity, enforceability or any Material term of an Applicable Permit, Lease, Easement or any other Major Project Document, in the name and on behalf of any Issuer, if the Required
Senior Creditors inform such Issuer in writing that they believe the defense of such action or proceeding by such Issuer may have a Material Adverse Effect on the value of the Collateral or the Lien of the Security Documents. The Trustee or the
Required Senior Creditors shall also have the right, at any time (i) during the existence and continuation of an Event of Default or (ii) when an insurance company has refused to name the Trustee as the loss payee on any insurance
maintained by the Issuers (other than liability insurance), to institute any action or proceeding, if the Required Senior Creditors inform such Issuer in writing that they, in their reasonable judgment, believe should be brought to protect the value
of the Collateral or the Lien of the Security Documents. If any action or proceeding is commenced by the Trustee or the Senior Creditors as provided above or to which action or proceeding the Senior Creditors are made parties or in which, in the
reasonable opinion of the Senior Creditors, it becomes necessary to prevent a Material Adverse Effect on the Lien of the Security Documents or to protect the value of the Collateral, the Issuers shall indemnify, defend and hold the Trustee and the
Senior Creditors harmless against any loss or liability arising out of or related to or incurred in connection with any such action or proceeding and shall, on demand, promptly reimburse the Trustee and the Senior Creditors for all judgments paid
and expenses (including, without limitation, attorneys’ fees and appellate attorneys’ fees) incurred by the Trustee or the Senior Creditors, in such action or proceeding, any such reimbursement to be an additional Obligation secured by the
Collateral. 

  
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 Section 4.06. Insurance, Condemnation. 

(a) The Issuers shall maintain or cause to be maintained, the insurance required by Section 9.4 of the Note Purchase
Agreement. Each Issuer agrees that if an Event of Default exists or a Default exists and the Required Senior Creditors reasonably believe that there would be a Material Adverse Effect on the value of the Collateral, the Trustee may act as
attorney-in-fact for such Issuer in obtaining, adjusting, settling and canceling such insurance and receiving and endorsing any drafts. If the Issuers shall fail to provide and pay for any such insurance as set forth in Schedule 9.4 to the Note
Purchase Agreement, the Trustee may (but shall not be required to), provide or pay for the same, at the expense of the Issuers, as set forth in Schedule 9.4 to the Note Purchase Agreement. 

(b) In the event of any damage, destruction, condemnation, taking or taking for use (any such event referred to herein as
an “Event of Loss”) with respect to any portion of any Facility in excess of $500,000 (singly or in the aggregate), the applicable Facility Owner shall notify, in writing, the Secured Parties of such Event of Loss, in accordance
with Section 7.1(f) of the Note Purchase Agreement. Each Issuer agrees that, upon the occurrence of an Event of Loss, it shall promptly pay any and all proceeds (including, without limitation, condemnation or insurance proceeds) received by it
in respect of such Event of Loss, up to an amount equal to the then outstanding principal amount of the Notes, plus accrued interest thereon, to the Trustee to be held by the Trustee (together with all income thereon) pursuant to this Security
Agreement as part of the Collateral securing the Obligations. The Trustee shall deposit all such payments received from the Issuers or directly from any insurer or condemning authority in an account maintained with the Depository (the
“Insurance and Condemnation Proceeds Account”), provided, however, that all proceeds of business interruption insurance shall be deposited into the Revenue Account, in accordance with Section 3.02(e). Unless the
Issuers have determined with the concurrence of the Independent Engineer that no repair, replacement or reconstruction is necessary, or as otherwise provided in Section 4.06(f), the Facility Owner shall be obligated to repair, replace or
reconstruct its Facility subject to an Event of Loss to a condition substantially equivalent to its condition immediately prior to such Event of Loss or to a condition of at least equivalent value, regardless of whether the insurance proceeds
covering such damage or destruction, or the amount of the award or compensation for damages recovered on account of such taking or condemnation, shall be sufficient to pay the cost thereof. The repair, replacement or reconstruction of the Facility
shall be completed within a period of twelve (12) months so long as (i) there is no Default or Event of Default at the time of the Event of Loss and (ii) the Facility Owner demonstrates to the satisfaction of the Independent Engineer
and the Administrative Agent that (A) the construction budget and the schedule for the repair, replacement or reconstruction of the Facility are adequate and reasonable, (B) the insurance proceeds received by or due to the Issuers in
relation to such Event of Loss (other than the proceeds of any business interruption insurance), together with other amounts contributed to the Issuers or otherwise committed to the Facility Owner for such repair, replacement or reconstruction on
terms that are acceptable to the Required Senior Creditors, will be sufficient to complete such repair, replacement or reconstruction, (C) the Issuers will be able to make all scheduled payments on the Notes during such repair,


  
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replacement or reconstruction without drawing on the Debt Service Reserve Letter of Credit or the amounts on deposit in the Debt Service Reserve Account, and (D) the Facility Owner is
diligently pursuing such repair, replacement or reconstruction. Any extension of the deadline to complete the repair, replacement or reconstruction of a Facility beyond twelve (12) months shall be subject to the written consent of the Senior
Creditors. 
 (c) For the purposes of this Section 4.06, a Facility shall be deemed to be in a condition
substantially equivalent to its condition or value immediately prior to suffering an Event of Loss for which the insurance proceeds payable to the Issuers exceed $500,000, if the Independent Engineer certifies that such Facility can be used
effectively for substantially the same quantity and quality of generation and transmission of electric energy, capacity and related products for commercial sale for which it was used immediately prior to such Event of Loss, which certification shall
be reasonably satisfactory to the Required Senior Creditors in form, scope and substance. 
 (d) If, from time to
time on or before the date that is twelve (12) months immediately succeeding the occurrence of an Event of Loss (or such longer period as may be authorized pursuant to Section 4.06(b)), the Issuers shall deliver to the Depository and the
Administrative Agent a certificate in substantially the form of Exhibit E hereto (an “Insurance Withdrawal Certificate”), signed by a Responsible Officer of each Issuer, certifying as to: 

(i) the amount requested to be withdrawn from the Insurance and Condemnation Proceeds Account for the Facility for the
next month as reimbursement for expenses previously incurred, presently due and payable, or to become due and payable within one (1) month in connection with the restoration of a Facility to a condition substantially equivalent to its condition
or value immediately prior to such Event of Loss (the “Restoration Costs”); 
 (ii) the attached
copies of bills or other written evidence of costs describing the Material items purchased and/or the Material services rendered and all other Material pertinent schedules, statements, invoices, change orders or other information; and 

(iii) a reconciliation of all Restoration Costs disbursed through the date of such Insurance Withdrawal Certificate to the
projected total costs of restoring the applicable Facility to a condition substantially equivalent to its condition or value immediately prior to such Event of Loss (the “Projected Total Restoration Costs”), demonstrating that,
after giving effect to the proposed withdrawal, the amounts remaining on deposit in the Insurance and Condemnation Proceeds Account with respect to such Event of Loss together with other amounts contributed to, or otherwise committed or available
to, the Issuers are sufficient to pay the Projected Total Restoration Costs of such Facility Phase 
 and further certifying in
such Insurance Withdrawal Certificate that (1) all the amounts of Restoration Costs set forth in the certificate have been paid, are presently due and payable or shall be due and payable within one (1) month, (2) none of such amounts
has been the subject 

  
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of any prior payment request submitted to the Depository, and (3) the entire amount of the withdrawal requested in clause (A), above, shall be used to pay, or to reimburse the Issuers for
payment of, the Restoration Costs set forth in the Insurance Withdrawal Certificate, then, upon written approval thereof by the Administrative Agent (in consultation with the Independent Engineer), the Depository shall, no later than one
(1) Business Day after its receipt of such written approval, transfer funds on deposit in the Insurance and Condemnation Proceeds Account as directed by the Issuers in the Insurance Withdrawal Certificate (such Insurance Withdrawal Certificate
shall include a wire transfer instruction and all amounts disbursed hereunder shall be wired by the Trustee directly to the entity due such amounts). 
 Each Issuer hereby agrees that all funds received by it pursuant to this Section 4.06(d)(i) shall be applied exclusively to the payment of, or reimbursement for, Restoration Costs which have been
properly identified in an Insurance Withdrawal Certificate. No more than one Insurance Withdrawal Certificate shall be delivered to the Trustee for any single Facility in any single calendar month. 

(e) Each Issuer, immediately upon obtaining Knowledge of the institution of any proceedings for the condemnation or other
taking of the Collateral or any portion thereof, or the use thereof, shall, in accordance with Section 7.1(e) of the Note Purchase Agreement, notify, in writing, the Administrative Agent of the pendency of such proceedings. The Trustee is
hereby irrevocably appointed as the Issuers’ attorney-in-fact, coupled with an interest, with exclusive power to make, during the continuance of any Event of Default, any compromise or settlement in connection with such proceedings at the
written direction of the Required Senior Creditors. 
 (f) In the event all or substantially all of Phase I of
any Facility is damaged, destroyed, condemned or otherwise taken, the Issuers shall prepay, in accordance with the provisions of Section 8.2(a) of the Note Purchase Agreement, a principal amount of the Notes such that the principal amount so
prepaid together with unpaid interest accrued thereon is equal to the insurance proceeds received with respect to such Facility. In the event any portion of any Facility Phase is subject to an Event of Loss, but less than substantially all of that
Facility Phase is affected by such Event of Loss, the Issuers shall not be obligated to repair, replace or reconstruct any such portion if, the Issuers are diligently pursuing the decision as to whether to repair, replace or reconstruct such portion
and on or prior to the date six months immediately succeeding such Event of Loss, the Issuers in their good faith judgment determine that it would be uneconomic to repair, replace or reconstruct such portion. If the Issuers make such determination
and so certify to the Trustee on or prior to the date six months immediately succeeding such Event of Loss, the Issuers shall, upon the earliest of the expiration of such six-month period or the time proceeds, if any, of insurance, condemnation or
taking are received with respect to such Event of Loss, promptly make the prepayment described above in this Section 4.06(f). Any prepayment made under this Section 4.06(f) shall be made without any prepayment premium, Make Whole Amount or
Modified Make Whole Amount. 

  
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 Section 4.07. Maintenance of Collateral. 

Each Issuer at its own expense shall, subject to the existence of Permitted Liens, at all times take all steps reasonably necessary and
desirable to protect its interest in the Collateral, including, without limitation, the following: 
 (a) if an
Event of Default exists, deliver to the Trustee, promptly upon its request therefor, all schedules, lists, invoices, bills of lading, documents of title, purchase orders, receipts, chattel paper, instruments and other items relating to its interest
in the Collateral; 
 (b) when required by applicable law or otherwise necessary or desirable for the perfection
or maintenance of the Trustee’s Lien on and security interest in the Collateral or when requested to do so by the Trustee, make, stamp or record such entries or legends on any of such Issuer’s books and records relating to the Collateral
as the Required Senior Creditors shall reasonably request from time to time; and 
 (c) pay, promptly when due,
all expenses incurred in the delivery, storage or other handling of its interest in the Collateral. 
 Section 4.08.
Compliance with the Note Purchase Agreement. 
 Each Issuer shall comply with each of the covenants and other requirements
of the Note Purchase Agreement and shall give written notice to the Trustee of any change in the registered holder of a Note. 

Section 4.09. Right of Trustee to Make Payments. 
 If any Issuer fails to make any payment required by this Security Agreement, or pursuant to any Deed of Trust, other than a payment under any Project Document, the Required Senior Creditors may, but shall
not be required to, direct the Trustee, by ten (10) days’ prior written notice to such Issuer and the Trustee, to make such payment out of funds held in the Depository Accounts. If at any time during the existence and continuation of an
Event of Default any Issuer fails to make any payment required under any Project Document or to comply with any of the covenants in this Security Agreement (including, without limitation, the covenants set forth in Section 4.11) or the
covenants in any Deed of Trust, the Required Senior Creditors may, but shall not be required to, direct the Trustee, by ten (10) days’ prior written notice to such Issuer and the Trustee, to make such payment out of funds held in the
Depository Accounts or to effect compliance with the covenants mentioned above on behalf of such Issuer. Notwithstanding the foregoing, the Required Senior Creditors may direct the Trustee to pay any insurance premiums out of funds held in the
Depository Accounts prior to any insurance policy required under the Note Purchase Agreement lapsing, without regard to whether an Event of Default exists at the time of such payment. All amounts expended by the Trustee under this Section shall be
deemed additional Obligations secured by the Collateral, and such Issuer shall reimburse the Depository Accounts promptly after demand for any amounts expended therefrom, with interest on such amounts at the Default Rate with respect to the Notes.


  
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 Section 4.10. Deed of Trust Taxes. 

If (i) any law is enacted or adopted after the date of this Security Agreement which changes the laws now in force for the taxation
of deeds of trust, security instruments or debts secured thereby or the manner of the operation of any such taxes or which otherwise imposes a tax, either directly or indirectly, on the Notes or the Security Documents or (ii) the U.S., any
State thereof or any subdivision of any such State shall require revenue or other stamps to be affixed to any of the Notes or the Security Documents, the Issuers shall pay such tax, with interest and penalties thereon, if any, without any right to
set-off the amount of such payment(s) against the Obligations; provided, however, that in no instance shall the Issuers be obligated to pay any Excluded Taxes. 
 Section 4.11. Operative Documents. 
 (a) No Issuer will
receive or collect any payments under the Project Documents in advance of the time when the same become due and payable thereunder without the prior written consent of the Required Senior Creditors. 

(b) No Issuer shall, without the prior written consent of the Required Senior Creditors, make any election or give any
consent or approval under any Lease or Easement with the U.S. Bureau of Land Management if such election, consent or approval, as the case may be, would have or could reasonably be expected to have a Material Adverse Effect, except as provided under
Section 9.11 of the Note Purchase Agreement. 
 (c) During the existence and continuation of an Event of
Default, the Trustee or the Required Senior Creditors shall have the right, but not the obligation, to intervene and participate in any arbitration proceeding under and pursuant to the provisions of a Project Document in excess of $500,000 (in the
aggregate) or in any arbitration proceeding under and pursuant to the provisions of a Major Project Document in which injunctive relief is sought and each Issuer agrees to confer with the Senior Creditors and with the Trustee, to the extent the
Required Senior Creditors shall deem necessary. No Issuer shall compromise on any such arbitration proceeding during the existence and continuation of an Event of Default without the prior written consent of the Required Senior Creditors. Should any
Issuer have the right to select an arbitrator or appraiser in connection with such proceeding during the existence and continuation of an Event of Default, such Issuer shall only select an arbitrator or appraiser, as the case may be, who is approved
in writing by the Required Senior Creditors. 
 (d) Each Issuer shall execute and deliver, upon the request of
the Required Senior Creditors, such instruments as the Required Senior Creditors may reasonably deem useful or required to permit the Trustee or the Required Senior Creditors to cure any default under a Major Project Document or permit the Trustee
or the Required Senior Creditors to take such actions as the Required Senior Creditors may deem necessary to remedy the matter in default and preserve the interest of the Trustee and the Senior Creditors in such Major Project Document. 

  
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 (e) No Issuer shall enter into any agreement, other than the Power Purchase
Agreements, covering the sale of energy, capacity, ancillary services or any other product produced by any Facility without the prior written consent of the Required Senior Creditors. Each Issuer shall take such action as may be required effectively
to subject its interest in any such agreement to the Lien and security interest of this Security Agreement. 

(f) No Issuer shall (i) change its name or (ii) change the state of its incorporation or organization, without
the advance written consent of the Trustee (acting at the direction of the Required Senior Creditors). 
 Section 4.12.
Issuer Revenues. 
 The Issuers shall cause all Issuer Revenues to be deposited in, and disbursed from, the Construction
Account, the Revenue Account or the Performance Level Reserve Account in accordance with the Consents, Section 3.02 of this Security Agreement and the Note Purchase Agreement. 

Section 4.13. No Lender Liability. 
 Each Issuer acknowledges that neither the Trustee nor the Depository nor any Senior Creditor nor the Administrative Agent shall have any liability, obligation or responsibility whatsoever to any Issuer
with respect to the operation of any Facility, unless the Trustee or such Senior Creditor or the Administrative Agent shall, following any Event of Default, take possession of such Facility or otherwise exercise its rights and remedies in a manner
so as to effect control over the operations of the Issuers or such Facility, in which case the Trustee, the Depository and the Senior Creditors shall have no liability, obligation or responsibility whatsoever to such Issuer in connection with the
operation of such Facility, except for any liability arising from its own gross negligence, willful misconduct or bad faith or otherwise established by applicable law. Moreover, each Issuer acknowledges that none of the Trustee nor the Depository
nor the Senior Creditors nor the Administrative Agent nor the Master Servicer shall be obligated to inspect any Facility, nor be liable for the performance or default of such Issuer, such Facility, any contractor or any other Person, or for any
failure to protect or insure any Facility, or for the payment of costs of labor, materials or services supplied for the operation of each Facility, or for the performance of any obligation of any Issuer whatsoever. 

Section 4.14. Funding Date Flow of Funds Memo. 
 The Issuers shall, on or prior to each Funding Date, provide the Depository, the Senior Creditors and the Administrative Agent with a flow of funds memo in substantially the form of Exhibit C hereto or
another form agreed to by the Depository, the Issuers and the Administrative 

  
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Agent (the “Funding Date Flow of Funds Memo”) indicating, to the satisfaction of the Depository and the Required Senior Creditors, the aggregate amount of funds to be received by
the Depository on such Funding Date and the source of origination of such funds and directing the Depository to apply such funds as set forth in such Funding Date Flow of Funds Memo. 

Section 4.15. Delivery of Operating Budget; Request for Withdrawals from Revenue Account. 

The Issuers shall promptly provide the Trustee and the Depository with a copy of the Consolidated Operating Budget after it has been
approved by the Independent Engineer and the Required Senior Creditors or adjusted from the prior year’s Consolidated Operating Budget because such approval has not been obtained, each in accordance with Sections 7.1(c) and (d) of the Note
Purchase Agreement. 
 Section 4.16. Pledged Interests. 

Each Issuer shall cause its equity interests to be evidenced by and remain “certificated securities” as defined in Article 8 of
the UCC. If any Pledged Interest of any Issuer consists of “uncertificated securities” within the meaning of the UCC or is otherwise not evidenced by any certificate or instrument, such Issuer will immediately notify the Trustee thereof
and will immediately take and cause to be taken all actions required under Articles 8 and 9 of the UCC and any other applicable law, to enable the Trustee to acquire “control” (within the meaning of such term under Section 8-106(d)(2)
(or its successor provision) of the UCC) of such uncertificated securities and as may be otherwise reasonably necessary or deemed reasonably appropriate by the Trustee to perfect the security interest of the Trustee therein. 

The certificates for the Pledged Interests are being delivered to the Trustee upon the execution of this Security Agreement; any notes,
certificates or instruments evidencing the Pledged Interests issued at any time shall promptly be delivered to the Trustee, in each case accompanied by a duly executed indorsement, instrument of transfer or assignment in blank. Following an Event of
Default, the Trustee shall have the right at any time to exchange notes, certificates and instruments representing or evidencing the Pledged Interests or the Pledged Indebtedness for certificates or instruments in smaller or larger denominations.
When the certificates evidencing the Pledged Interests or when any notes, certificates or instruments evidencing any other Collateral, shall be delivered hereunder, for so long as such certificates or instruments shall remain in the possession of
the Trustee in the State of New York, the security interest in such Collateral shall be perfected under the Uniform Commercial Code as in effect in the State of New York. 

  
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 Each Issuer shall forthwith, upon the occurrence and continuation of an Event of Default and
upon the request of the Trustee (acting at the direction of the Required Holders), cause such Pledged Interests to be registered in the name of the Trustee or such of its nominees as the Required Senior Creditors shall direct, provided,
however, that: 
 (a) so long as no Default or Event of Default shall have occurred and be continuing: 

 

	 	(i)	OFC 2 shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Interests or any part thereof for any purpose not
inconsistent with the terms of this Security Agreement or the other Loan Documents; provided, however, that OFC 2 shall not exercise or refrain from exercising any such right if such action would have a Material Adverse Effect.


  

	 	(ii)	OFC 2 shall be entitled to receive and retain any and all distributions paid in respect of the Pledged Interests and each Facility Owner shall have the right to make
any and all distributions in respect of the Pledged Interests, subject to the terms of Section 10.5 of the Note Purchase Agreement and Section 3.03(n) of this Security Agreement; provided, however, that any and all


  

	 	(A)	distributions paid or payable other than in cash in respect of, and instruments and other non-cash property received, receivable or otherwise distributed in respect of,
or in exchange for, any Pledged Interests, 

  

	 	(B)	distributions paid or payable in cash in respect of any Pledged Interests in connection with a partial or total liquidation or dissolution or in connection with a
reduction of capital, capital surplus or paid in surplus, and 

  

	 	(C)	cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Interests 


shall be, and shall be forthwith delivered to the Trustee to hold as, Pledged Interests and shall, if received by OFC 2, be received in
trust for the benefit of the Trustee, be segregated from the other property or funds of OFC 2 and be forthwith delivered to the Trustee as Pledged Interests in the same form as so received (with any necessary endorsement). 

 

	 	(iii)	The Trustee shall, upon receipt of a certification from a Responsible Officer of OFC 2 to the effect that no Default or Event of Default has occurred and is continuing
and that OFC 2 is entitled to exercise such rights in accordance with the terms hereof, execute and deliver (or cause to be executed and delivered) to OFC 2 all such proxies and other instruments as OFC 2 may reasonably request for the purpose of
enabling OFC 2 to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, distributions or interest payments that it is authorized to receive and retain pursuant to
paragraph (ii) above. 


  
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 (b) Upon the occurrence and during the continuance of an Event of Default: 

 

	 	(i)	The Trustee may, at the direction of the Required Senior Creditors and, as applicable, the Administrative Agent and with notice to OFC 2, transfer or register in the
name of the Trustee or any of its nominees or designees any or all of the Pledged Interests. 

  

	 	(ii)	All rights of OFC 2 (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to
Section 4.16(a)(i) shall, upon notice to OFC 2 by the Trustee, cease and (y) to receive the distributions that it would otherwise be authorized to receive and retain pursuant to Section 4.16(a)(ii) shall automatically cease, and all
such rights shall thereupon become vested in the Trustee, which shall thereupon (subject to the terms of the Intercreditor Agreement) have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive
and hold as Pledged Interests such distributions. 

  

	 	(iii)	All distributions that are received by OFC 2 contrary to the provisions of paragraph (ii) of this Section 4.16(b) shall be received in trust for the benefit
of the Trustee, shall be segregated from other funds of OFC 2 and shall be forthwith paid over to the Trustee as Pledged Interests in the same form as so received (with any necessary endorsement). 


(c) OFC 2 shall (i) cause each Facility Owner not to issue any stock, other securities or interests in addition to or in
substitution for the Pledged Interests issued by such issuer, except as permitted under the Note Purchase Agreement; and (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of
stock, other securities or interests or other evidence of indebtedness acquired by it. 
 ARTICLE V 

EVENTS OF DEFAULT; REMEDIES 
 Section 5.01. Events of Default. 
 An event of default shall exist if
any of the following conditions or events shall occur and be continuing (“Event of Default”): 
 (a) the Issuers
default in the payment of any principal, Make Whole Amount or Modified Make Whole Amount, if any, on any Note or any Administrative Fee, or any other fees or other amounts owing under the Note Purchase Agreement or under any other Loan Document when
the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or 
  

  
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 (b) the Issuers default in the payment of any interest, if any, on any Note under the Note
Purchase Agreement when the same becomes due and payable and such failure continues unremedied for a period of five (5) Business Days after the same becomes due and payable; or 

(c) any Issuer defaults in the performance of or compliance with any term contained in Sections 9.1(a), 9.4, 9.5, 9.11 (excluding clause
(d) thereof), 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, 10.9, 10.17, 10.18, 10.19, 10.20, 10.22, 10.23 or 10.26 of the Note Purchase Agreement or Sections 4.01, 4.11 or 4.12 of this Security Agreement; or 

(d) any Issuer, the Sponsor or ORNI Holding defaults in the performance of or compliance with any term contained in the Note
Purchase Agreement, this Security Agreement (other than those referred to in paragraphs (a), (b) and (c) of this Section 5.01), any Deed of Trust or any other Loan Document to which such entity is a party, and such default is not
remedied within forty five (45) days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) such Issuer, the Sponsor or ORNI Holding receiving written notice of such default from any Senior
Creditor; provided, that such default shall not constitute an Event of Default if the Issuer, the Sponsor or ORNI Holding is making a good faith effort to remedy such default, but such remedy is not possible within the initial forty-five
(45) day cure period and such default is remedied within an additional ninety (90) day period, provided that no cure period shall apply to a default with respect to Section 9.20 of the Note Purchase Agreement to the extent that such
cure period would extend the time to apply for a cash grant under Section 1603 beyond the deadline for such applications established by the applicable Governmental Requirements; or 

(e) any representation or warranty made in writing by or on behalf of any Issuer, the Sponsor or ORNI Holding, or by any Responsible
Officer of any thereof, in the Note Purchase Agreement, this Security Agreement, in any other Loan Document or in any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any Material
respect on the date as of which made or is or shall be intentionally misrepresented in any respect, material or otherwise; or 

(f) a default shall occur in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any
Indebtedness (other than the Indebtedness evidenced by the Notes) of any Issuer having a principal amount in excess of $500,000 individually or $1,000,000 in the aggregate, or a default shall occur in the performance or observance of any obligation
or condition with respect to such Indebtedness if the effect of such default is to accelerate the maturity of any such Indebtedness or such default shall continue unremedied for any applicable period of time sufficient to permit the holder or
holders of such Indebtedness, or any trustee or agent for such holders, to cause such Indebtedness to become due and payable prior to its expressed maturity; or 

  
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 (g) one or more Governmental Judgments or arbitral awards shall be outstanding against any
Issuer for the payment of money in excess of $500,000 individually or $1,000,000 in the aggregate, and there shall be a period of sixty (60) consecutive days during which a stay of enforcement of such Governmental Judgment or arbitral award, by
reason of a pending appeal, bond, sufficient insurance coverage (acknowledged in writing by the insurer) or otherwise, shall not be in effect; or 
 (h) any Issuer shall at any time have any employees; or 
 (i) any Change in
Control shall occur; or 
 (j) any Issuer shall: 

 

	 	(i)	generally fail to pay its debts as they become due, or admit in writing its inability to pay debts as they become due; 


 

	 	(ii)	apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator, or other custodian for itself or any of its property, or make a general
assignment for the benefit of its creditors; 

  

	 	(iii)	in the absence of such application, consent or acquiesce, permit or suffer to exist the involuntary appointment of a trustee, receiver, sequestrator or other custodian
for itself or for a substantial part of its property, and such trustee, receiver, sequestrator or other custodian shall not be discharged within sixty (60) days; 


 

	 	(iv)	permit or suffer to exist the involuntary commencement of, or voluntarily commence, any bankruptcy, reorganization, debt arrangement, or other case or proceeding under
any bankruptcy or insolvency laws, or permit or suffer to exist the involuntary commencement of, or voluntarily commence, any dissolution, winding up or liquidation proceeding, in each case, by or against it; provided, that if not commenced
by it, such proceeding shall be consented to or acquiesced in by it, or shall result in the entry of an order for relief or shall remain for sixty (60) days undismissed; or 


 

	 	(v)	take any corporate action authorizing, or in furtherance of, any of the foregoing; or 


(k) without the consent of the Required Senior Creditors, any Loan Document, or any Lien granted thereunder, shall (except in accordance
with its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of each Issuer, or is subject to a challenge by the Issuers or any of their Affiliates that, in the opinion
of the Required Senior Creditors, is reasonably likely to prevail, or any Issuer or any of their Affiliates shall directly or indirectly, contest in any manner such effectiveness, 

  
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validity, binding nature or enforceability, or any security interest securing any Obligation shall, in whole or in part, cease to be a perfected first priority security interest in favor of the
Trustee (for the benefit of the Senior Creditors) subject only to Permitted Liens; or 
 (l) any Issuer or any of the Facilities
have disposed of any hazardous wastes, hazardous substances, hazardous materials, toxic substances or toxic pollutants, as those terms are used in the Resource Conservation and Recovery Act, CERCLA, the Hazardous Materials Transportation Act, the
Toxic Substance Control Act, the Clean Air Act and the Clean Water Act, in material violation of or in a manner which would result in liability under such statutes or any regulations promulgated pursuant thereto or any other applicable law except
where such violation, noncompliance or liability would not result in a Material Adverse Effect; or 
 (m) any of the following
events shall occur: 
  

	 	(i)	failure to achieve the Phase I Final Completion Date by the Guaranteed Phase I Final Completion Date; 


 

	 	(ii)	any Issuer is enjoined, restrained or in any way prevented by court order or order of any other Governmental Authority from owning, constructing, operating or
maintaining any Facility and such order shall not be stayed or otherwise lifted within sixty (60) days after entry thereof; 

  

	 	(iii)	(A) any provision of any Major Project Document becomes unenforceable or is terminated by operation of law or by any party thereto (other than as a result of its full
performance or discharge) or the enforceability of any such agreement or any Material provision thereof is challenged by any Person (other than by any Secured Party or any Affiliate thereof) and such challenge, in the reasonable determination of the
Required Senior Creditors, is likely to prevail, the result of any of which is likely to have a Material Adverse Effect; or (B) a default occurs and remains unremedied beyond any applicable cure period under any Major Project Document and the
effect of such default gives a Person party to such agreement the right to terminate the same either immediately or after any applicable notice or lapse of time, the result of which, in the opinion of the Required Senior Creditors, is likely to have
a Material Adverse Effect and, if an Issuer is the defaulting person, the Trustee, at the direction of the Required Senior Creditors, shall have sent a written notice to the Issuers to that effect and the Issuers have not commenced to cure such
default; provided, however, that, no Event of Default shall occur as a result of any of the matters described in clauses (A) or B) of this Section if the Issuers obtain a Replacement Obligor for the affected party or a Replacement
Contract for the affected Major Project Document within sixty (60) days thereafter (which time period does not include the time during which the Senior Creditors are considering the acceptability of the Replacement Obligor or



  
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Replacement Contract after such Replacement Obligor or Replacement Contract has been presented to them by any Issuer) and such breach has not had and does not have, prior to obtaining such
Replacement Obligor or Replacement Contract, a Material Adverse Effect or such Material Adverse Effect is cured prior to or simultaneously with obtaining such Replacement Obligor or Replacement Contract; 


 

	 	(iv)	the loss, suspension or revocation of, or failure to renew, any Material Applicable Permit now held or hereafter acquired by or for any Facility, if such loss,
suspension, modification, revocation or failure to renew (together with all other such losses, suspensions, modifications, revocations and failures) is likely, in the reasonable opinion of the Required Senior Creditors, to have a Material Adverse
Effect; or 

  

	 	(v)	any Loan Document, the Sponsor Letter Agreement or any Major Project Document is amended without the prior written consent of the Required Senior Creditors.; or


  

	 	(vi)	the Power Purchaser shall repudiate or be permanently restrained from performing any of its Material obligations under any Power Purchase Agreement.


 (n) any Governmental Authority takes any action that denies any Facility Owner or any Facility Phase
transmission facilities access in whole or in part and that restricts or prevents any Issuer from being able to deliver electricity generated by such Facility to the interconnection point with the Power Purchaser under its Facility’s Power
Purchase Agreement and which denial and restriction or prevention results in a Material Adverse Effect; or 
 (o) Reserved; or

 (p) at any time prior to the payment in full of the Obligations: (i) if the Issuers provide the Debt Service Reserve
Letter of Credit, the Debt Service Reserve Available Amount is less than the Debt Service Reserve Minimum Amount for any reason other than solely as a result of a draw on the Debt Service Reserve Letter of Credit or a withdrawal from the Debt
Service Reserve Account to make a scheduled payment on the Notes, or (ii) if the Issuers provide the Well Drilling and Capex Reserve Letter of Credit, the Well Drilling and Capex Reserve Available Amount is less than the Maximum Well Drilling
and Capex Reserve Requirement, or (iii) if the Issuers provide a Phase II Tranche Letter of Credit, the Phase II Tranche Reserve Available Amount is less than the Phase II Tranche Reserve Minimum Amount, or (iv) if any other Issuer Letter
of Credit is provided under the Loan Documents, such Issuer Letter of Credit ceases to be in full force and effect for the full amount thereof (other than with respect to reductions of and draws on any such Issuer Letter of Credit pursuant the terms
of the Loan Documents), or (v) any Equity Letter of Credit ceases to be in full force and effect for the full amount thereof (other than with respect to reductions of and draws on such Equity Letter of


  
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Credit pursuant to the terms of the Loan Documents), or (vi) the Letter of Credit Bank rating, or the long-term unsecured debt rating of the Letter of Credit Bank, is lowered below
“A” by either Standard & Poor’s Financial Services, LLC or Moody’s Investors Service, Inc. and the Issuers shall have failed to obtain a replacement letter of credit for the affected Issuer Letter(s) of Credit or Equity
Letter of Credit from a replacement Letter of Credit Bank meeting such criteria within thirty (30) days of the date of such downgrade, or (vii) the Letter of Credit Bank or other issuing bank shall have provided notice to the Trustee that
it shall terminate or exercise any right not to renew the letter of credit; provided, however, that no Event of Default shall occur under clauses (i), (ii), (iii), (iv), (v), (vi) or (vii) above if, solely with respect to any
Issuer Letter of Credit, within thirty (30) days after the occurrence of an event described in clauses (ii), (iii), (iv), (v) or (vi) or prior to the termination or non-renewal of the letter of credit as described in clause (vii), the
Issuers shall deposit with the Trustee, out of funds of the Issuers not held in the Depository Accounts or out of funds drawn on the applicable Issuer Letter of Credit an amount equal to the amount available under such Issuer Letter of Credit
immediately prior to the occurrence of such event, which amount the Trustee will deposit in the Depository Account to which such Issuer Letter of Credit relates; or 
 (q) (i) OTEC fails to make any payment or otherwise perform any Material obligation under any EPC Guarantee or (ii) OTEC repudiates any EPC Guarantee or (iii) any EPC Guarantee ceases to be in
full force and effect or becomes unenforceable, including in connection with the bankruptcy of OTEC; or 
 (r) any Issuer
becomes liable to repay the proceeds of any cash grants received by such Issuer under Section 1603, and either (i) the Sponsor fails to indemnify the Senior Creditors against any losses incurred by the Senior Creditors as a result of such
Material Adverse Effect or (ii) the Sponsor repudiates the Sponsor Letter Agreement or (iii) the Sponsor Letter Agreement ceases to be in full force and effect or becomes unenforceable, including in connection with the bankruptcy of the
Sponsor; or 
 (s) at any time any Issuer, the Sponsor, ORNI Holding or any Issuer Entity Controlling Person becomes a
Prohibited Person or is Owned or Controlled by a Prohibited Person, provided, however, that no Event of Default shall be deemed to have occurred if within 30 days from the date any Issuer knows such Person is a Prohibited Person (a
“Prohibited Person Event”) either (A) such Prohibited Person is removed or replaced with a Person that is not a Prohibited Person or is otherwise reasonably acceptable to the Required Senior Creditors or (B) such Issuer
submits a mitigation plan acceptable to the Required Senior Creditors pursuant to which such Prohibited Person Event shall be mitigated in a manner satisfactory to the Required Senior Creditors and any such mitigation occurs within 60 days from the
submission of such mitigation plan, and if at any time any Issuer determines that it is unable or unwilling to mitigate a Prohibited Person Event, it shall give prompt written notice thereof to the Trustee, the Senior Creditors, the Administrative
Agent and the Master Servicer and any time period then running in accordance with this clause (r) shall immediately terminate; or 

  
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 (t) any Governmental Judgment against any Issuer or regarding any Facility is issued
relating to any Environmental Claim or Environmental Law or Material Applicable Permit issued under any Environmental Law, in each case, that has not been cured within 60 days after any Issuer obtains Knowledge thereof, and which has had or could
reasonably be expected to have a Material Adverse Effect. 
 Section 5.02. Acceleration. 

(a) If any Event of Default described in paragraph (j)(iv) of Section 5.01 of this Security Agreement shall
occur, the Notes then outstanding shall automatically become immediately due and payable without the taking of any action on the part of any holder of the Note(s) or any other Person or the giving of any notice with respect thereto. 

(b) If any other Event of Default has occurred and is continuing (other than as described in paragraph (a) of this
Section 5.02), then for so long as the DOE Guarantee Agreement remains in full force and effect and the DOE has not defaulted under the DOE Guarantee Agreement, the rights of the Secured Parties to direct the exercise of remedies with respect
to such Event of Default, including without limitation declaring the Notes then outstanding to be immediately due and payable, shall be governed by the Intercreditor Agreement. 

(c) In the event that the DOE Guarantee Agreement is no longer in full force and effect or the DOE has defaulted under the
DOE Guarantee Agreement, the Required Holders will have the sole right to declare the Notes to be immediately due and payable upon an Event of Default other than as described in Section 5.02(a) and to direct the Trustee with respect to the
exercise of remedies hereunder. 
 Upon the Notes becoming due and payable under this Section 5.02, whether automatically
or by declaration, the Notes shall forthwith mature and the entire unpaid principal amount of the Notes together with interest accrued thereon, plus the Make Whole Amount determined in respect of such principal amount (to the full extent permitted
by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. Each Issuer acknowledges, and the parties hereto agree, that (1) each
holder of the Notes has the right to maintain its investment in the Notes free from repayment by the Issuers (except as specifically provided for herein), and (2) DOE has the right to maintain the DOE Guarantee Agreement without a draw
thereunder (except as specifically provided for therein) and that the provision for payment of a Make Whole Amount by the Issuers in the event that the Note is prepaid or are accelerated as a result of an Event of Default, is intended to provide
compensation for the deprivation of such right under such circumstances. 

  
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 Section 5.03. Rescission. 

At any time after the Notes become due and payable pursuant to Section 5.02 of this Security Agreement, the Required Senior
Creditors, by written notice to the Issuers and the Trustee, may rescind and annul any such declaration and its consequences according to the procedure set forth in the Intercreditor Agreement No rescission and annulment under this Section 5.03
shall extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 

Section 5.04. Remedies on Default. 
 (a) If an Event of Default exists and the Notes have been accelerated under Section 5.02, the Trustee shall (as directed pursuant to Section 5.02), in addition to any other rights or remedies it
may have hereunder or as a secured party under the New York and other applicable Uniform Commercial Codes or other applicable law, take any one or more of the following remedial steps, subject to the provisions of applicable law and the Loan
Documents: 
  

	 	(i)	if one or more Issuer Letter(s) of Credit has been issued, draw all amounts available thereunder; or 


 

	 	(ii)	require the Sponsor to pay to the Trustee all unpaid amounts under the Equity Contribution Agreement and draw all amounts available under any Equity Letter(s) of
Credit; or 

  

	 	(iii)	require OTEC to pay to the Trustee all unpaid amounts due under each Ormat Guarantee if such Event of Default was a Fundamental Event of Default or an Event of Default
under Section 5.01(a) or Section 5.01(b); or 

  

	 	(iv)	realize upon and take possession of any Collateral, and, if and to the extent any of the Collateral shall not be in the possession or under the control of the Trustee,
the Trustee may require the Issuers to assemble or package the Collateral and make it available to the Trustee at a place to be designated by the Trustee; or 


 

	 	(v)	sell, assign, lease or otherwise dispose of the Collateral in whole or in part at public or private sale upon terms and conditions established by the Trustee; or


  

	 	(vi)	notify any and all parties to any of the contracts and agreements which constitute Collateral that the Trustee has exercised its rights hereunder and that (to the
extent not already done so) all payments then or thereafter owing to any Issuer are to be made directly to the Trustee; or 

  

	 	(vii)	 complete, or require the Issuers to complete and execute, all transfer applications and assignment forms necessary to effect the transfer to the




  
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Trustee or its designee of the Leases to which the United Stated Bureau of Land Management is a party and the designation of the Trustee or its designee as the Unit Operator under any Unit
Agreement; or 

  

	 	(viii)	file such applications or notices with the Federal Energy Regulatory Commission, on behalf of the Issuers, to obtain any necessary approval of the Federal Energy
Regulatory Commission or effect any notice to the Federal Energy Regulatory Commission regarding the direct or indirect transfer of any Facility to the Trustee or its designee; or 


 

	 	(ix)	exercise any of its rights under Section 4.16(b). 

 (b) In addition to the remedies set forth above, the Trustee may exercise its rights under the other Security Documents. The Trustee agrees that prior to the exercise of its remedies above or under any
other Loan Document relating to the Interconnection Agreement, the Trustee shall provide written notices thereof and other information as required pursuant to Section 19.1 of each Interconnection Agreement. 

(c) Should the Trustee elect to cause any of the Collateral to be disposed of as personal property as permitted by the
terms hereof, it may dispose of any part thereof in any manner now or hereafter permitted by Article 9 of the Uniform Commercial Code or in accordance with any other remedy provided by law, subject to the provisions of this Security Agreement and
the other Security Documents. The Issuers and the Trustee agree that ten (10) days’ notice of any public or private sale or other disposition of personal property shall be reasonable notice thereof and such sale shall be at such location
as the Trustee shall designate in such notice. Any notice given with respect to any such sale shall be given in accordance with Section 9-611 of the applicable Uniform Commercial Code, or any successor provision, as in effect from time to time.
At any public sale or disposition of the Collateral, the Trustee or any Senior Creditor shall have the right to bid and become the purchaser. Each Issuer hereby waives any right to require the Collateral to be disposed of seriatim or in any
particular order or sequence. 
 (d) Upon any taking of possession of any Facility, the Trustee may, from time to
time at the expense of the Issuers, make all such repairs and replacements to such Facility as the Required Senior Creditors may deem proper to protect and preserve the value of the Collateral and all such alterations, additions and improvements to
the Facility as are required to comply with any Governmental Requirements. In any such case the Trustee shall have the right to manage and control such Facility and to carry on the business and to exercise all rights and powers of the Issuers in
respect thereto as the Required Senior Creditors shall deem best, including the right to enter into any and all such agreements with respect to the leasing and/or operation of such Facility or any part thereof as the Required Senior Creditors may
see fit. The Trustee shall be entitled to collect and receive all rents, issues, profits, fees, revenues and other income of the same and every part thereof. Such rents, issues, profits, fees, revenues and other income shall be applied to pay the
actual incurred expenses of holding and operating 

  
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such Facility, of all maintenance, repairs, replacements thereto, and of conducting the business of the Issuers with respect thereto, to make all payments which the Trustee may be required to or
may elect to make, if any, for taxes, assessments, insurance and other charges upon such Facility or any part thereof, and to make all other payments which the Trustee may be required or authorized to make under any provision of this Security
Agreement (including legal costs and reasonable attorneys’ fees). The remainder of such rents, issues, profits, fees, revenues and other income, if any, shall be applied in accordance with Section 5.05. Without limiting the generality of
the foregoing, the Trustee shall have the right to apply for and have a receiver appointed by a court of competent jurisdiction in any action taken by the Trustee to enforce its rights and remedies hereunder in order to manage, protect and preserve
the Facility and continue the operation of the business of the Issuers and to collect all revenues and profits thereof and apply the same to the payment of all actual incurred expenses and other charges of such receivership including the
compensation as aforesaid until a sale or other disposition of such Facility shall be finally made and consummated, provided, however, that in no instance shall such revenues and profits thereof be applied to pay any Excluded Taxes.

 (e) In order to facilitate the exercise by the Trustee of the rights and remedies set forth in this Article V,
each Issuer does hereby irrevocably constitute and appoint the Trustee its true and lawful attorney-in-fact with full power of substitution, for it and in its name, place and stead, to ask, demand, collect, receive, receipt for, sue for, compound
and give acquittance for any and all of the Collateral with full power to settle, adjust or compromise any claim hereunder or under the Collateral as fully as such Issuer could itself do, and to endorse the name of such Issuer on all commercial
paper given in payment or in part payment thereof, and in its discretion to file any claim or take any other action or commence any other proceedings, either in its own name or in the name of such Issuer, or otherwise, which the Trustee or the
Required Senior Creditors may deem necessary or appropriate to collect any and all sums which may be or become due or payable hereunder or under the Collateral, or which may be necessary or appropriate to protect and preserve the right, title and
interest or the Trustee in and to such sums and the security intended to be afforded hereby and thereby. In addition, each Issuer hereby constitutes the Trustee or any of its officers and agents, or any other person whom the Trustee may designate,
as attorney-in-fact for such Issuer, at the Issuer’s sole cost and expense, to exercise all or any of the following powers, which, being coupled with an interest, shall be irrevocable, shall continue until all Obligations have been paid in full
and shall be in addition to any other rights and remedies that such Issuer may have: (i) to remove from any premises where they may be located any and all documents, instruments, files and records relating to the Collateral and any receptacles
and cabinets containing the same, and at such Issuer’s sole cost and expense, to use such of the personnel, supplies and space of such Issuer at its place of business as may be necessary to properly administer and control the Collateral or the
collections and realizations thereon; (ii) to take or bring, in such Issuer’s name or in the name of the Trustee, all steps, actions, suits or proceedings deemed by the Trustee necessary or desirable to effect collection of or to realize
upon the Collateral; and (iii) to endorse the name of such Issuer or any of such Issuer’s officers or agents upon any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under any policy of
insurance upon any Facility) or Collateral that may come into possession of the Trustee in full or in part payment of any amounts owed to the Trustee or the holders of the Note(s). 

  
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 Section 5.05. Application of Proceeds. 

All amounts received by the Depository or the Trustee during the existence of an Event of Default pursuant to Section 5.04 and after
acceleration pursuant to Section 5.02, or as trustee or beneficiary under the other Security Documents, including all proceeds received from the sale or other disposition of the Collateral, shall be applied in the following order of priority:

 (a) First, to the payment of all fees, costs, indemnities and expenses (including attorneys’ fees and
expenses), with interest thereon, then owed (including a reasonable projection thereof when any such amount is not definitively known) to the Trustee and the Depository or, if applicable, the Attorney General of the United States (including legal
costs and costs and expenses incurred in connection with any realization or enforcement of the Collateral taken in accordance with the terms of the Loan Documents); 

(b) Second, to the payment of all costs incurred by the Senior Creditors, the Administrative Agent and the Master Servicer
incurred in the liquidation, sale, collection or other realization upon the Collateral; 
 (c) Third, to the
payment of all fees, costs and expenses, with interest thereon, then owed to the Senior Creditors, the Administrative Agent and the Master Servicer pursuant to this Security Agreement and the other Loan Documents, pro rata based on the amount due to
each; 
 (d) Fourth, to the payment in full of all amounts then due and owing with respect to the Note(s) as
principal and interest, such payments to be made ratably to the Persons entitled thereto (including to DOE as subrogee of the holders of Notes representing the Guaranteed Amount) without any preference or priority; 

(e) Fifth, to the payment of any Make Whole Amount, such payments to be made ratably to the Persons entitled thereto
(including to DOE as subrogee of the holders of Note(s) representing the Guaranteed Amount) without any preference or priority; 
 (f) Sixth, to the payment of all indemnities then owed to the Senior Creditors, the Administrative Agent and the Master Servicer pursuant to this Security Agreement. the other Loan Documents and the
Sponsor Letter Agreement, pro rata based on the amount due to each; 
 (g) Seventh, to the payment in full of all
other amounts then owed with respect to the Obligations; and 
 (h) Eighth, the balance, if any, to or at the
written direction of the Issuers. 

  
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 Section 5.06. Remedies Cumulative. 

No remedy conferred upon or reserved to the Trustee hereunder is or shall be deemed to be exclusive of any other available remedy or
remedies. Each such remedy shall be distinct, separate and cumulative, shall not be deemed to be inconsistent with or in exclusion of any other available remedy, may be exercised in the discretion of the Trustee at any time, in any manner, and in
any order, and shall be in addition to and separate and distinct from every other remedy given the Trustee under the Security Documents, the Note(s), the Note Purchase Agreement, any other security interest given to the Trustee by the Issuers with
respect to the Collateral or any other mortgage, assignment or security agreement securing the Note(s), or now or hereafter existing in favor of the Trustee at law or in equity or by statute. Without limiting the generality of the foregoing, the
Trustee shall have the right to exercise any available remedy to recover any amount due and payable hereunder without regard to whether any other amount is due and payable. 
 Section 5.07. Waivers. 
 (a) To the extent permitted by
applicable law, each Issuer waives presentment, protest, notice of protest, notice of dishonor, notice of nonpayment, notice of acceptance of this Security Agreement and the Notes, notice of loans made, credit extended, Collateral received or
delivered or other action taken in reliance hereon. With respect to the Obligations, the Notes, the Note Purchase Agreement, this Security Agreement, the Deeds of Trust, the other Loan Documents and the Collateral, each Issuer assents to any
extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of the Collateral, to the addition or release of any party or Person primarily or secondarily liable, to the acceptance of partial
payments thereon and the settlement, compromising or adjusting of any thereof, all in such manner and at such time or times as the Trustee (acting at the written direction of the Required Senior Creditors) may deem advisable. 

(b) Any delay, omission or failure by the Trustee, the Administrative Agent or the Senior Creditors to insist upon the
strict performance by any Issuer of any of the covenants, conditions and agreements herein or in any Deed of Trust, or to exercise any right or remedy available to it upon the occurrence of an Event of Default hereunder or under any Deed of Trust,
shall not impair any such right or remedy or be considered or taken as a waiver or relinquishment of the future right to insist upon and to enforce, by injunction or other appropriate legal or equitable remedy, strict compliance by each Issuer with
all of the covenants, conditions and agreements contained herein, in the Note Purchase Agreement, the Deeds of Trust or otherwise, made by such Issuer to or for the benefit of the Senior Creditors and the Trustee, or of the right to exercise any
such rights or remedies if such default by such Issuer be continued or repeated. Regardless of consideration and without notice to or consent of any of the holders of any subordinate Lien on the Collateral, the Trustee or the Senior Creditors may
(1) release any part of the security described herein, (2) release the obligations of any Person primarily or contingently liable for the debt secured hereby, or (3) extend the time for payment or otherwise modify the terms of the
Notes, the Security Documents or the 

  
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Note Purchase Agreement, and no such release, extension or modification shall impair or affect the Lien of the Security Documents, or the priority of such Liens over any subordinate Lien. No
Issuer shall be relieved of any liability by reason of (A) any such release, extension or modification, (B) the failure of the Trustee to comply with any request of any or all of the Issuers to foreclose the Security Documents, or exercise
any other remedy available under the Notes, the Security Documents or the Note Purchase Agreement, or (C) any agreement or stipulation between any subsequent owner of the Collateral and the Trustee or the Senior Creditors extending the time of
payment or modifying the terms of the Notes, the Security Documents or the Note Purchase Agreement. 
 (c) In any
action or proceeding under or related to this Security Agreement or the Note Purchase Agreement or any amendment, instrument, document or agreement delivered or which may be delivered in connection with the foregoing, each Issuer and the Trustee
hereby agree that any such action or proceeding shall be tried before a court and not before a jury, regardless of which party commences such action or proceeding. 

(d) Each Issuer (i) irrevocably submits to the non-exclusive jurisdiction of any New York state court or federal
court sitting in the City or County of New York or Washington D.C. in any action arising out of or in connection with this Security Agreement, (ii) agrees that all claims in such action may be decided in such court, (iii) waives, to the
fullest extent it may effectively do so, the defense of an inconvenient forum and (iv) consents to the service of process by mail. A final judgment in any such action shall be conclusive and may be enforced in other jurisdictions. Nothing
herein shall affect the right of any party to serve legal process in any manner permitted by law or affect its right to bring any action in any other court. 
 Section 5.08. Control by the Senior Creditors. 
 (a)
The Required Senior Creditors shall have the right, as provided in the Intercreditor Agreement, during the continuance of an Event of Default: 
  

	 	(i)	To require the Trustee to proceed to enforce the Security Documents (to the extent permitted by law) either by judicial proceedings or otherwise; and


  

	 	(ii)	To the extent permitted by law, to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or
power conferred upon it under the Security Documents; 

 provided, however, that the Trustee shall have the right
to require indemnity reasonably satisfactory to it from the Senior Creditor(s) providing the direction or to decline to follow any such direction if the Trustee shall be advised by counsel that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith shall determine that the action or proceeding so directed would involve the Trustee in personal liability. 

  
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 (b) Unless it has been otherwise notified in writing, the Trustee shall deem
and treat the registered holder of any Note as the absolute owner thereof for all purposes hereof; provided, however, that DOE will be subrogated to the rights of the holder of the Note(s) in accordance with Section 4.03 of the DOE Guarantee
Agreement. 
 (c) Notwithstanding anything herein to the contrary, nothing in this Section 5.08 shall be
deemed to limit the rights of the Senior Creditors granted to them under the Intercreditor Agreement. In the event of any inconsistency between the terms of this Section 5.08 and the Intercreditor Agreement, the Intercreditor Agreement shall
govern. 
 Section 5.09. DOE Payments After Event of Default. 

(a) On and as of the date a demand is made on the DOE Guarantee Agreement after an Event of Default, pursuant to Section 4.03 of the
DOE Guarantee Agreement, DOE shall become subrogated to all of the right, title and interest of the holder of the Notes, solely in respect of the Guaranteed Amount, including, without limitation, any Make Whole Amount which arises from the Event of
Default which was the basis for such demand under the DOE Guarantee Agreement. 
 (b) In addition to the payments due to DOE
under paragraph (a) of this section, so long as the DOE Guarantee Agreement is in full force and effect and the DOE has not defaulted under the DOE Guarantee Agreement, any additional interest payable by the Issuers in respect
of the Guaranteed Amount during the continuance of an Event of Default described in Section 5.01(a) or Section 5.01(b) as a result of the application of the Default Rate (in excess of the interest that would have been payable had such
Event of Default not occurred) shall be paid directly to DOE regardless of whether any demand has been made on the DOE Guarantee Agreement with respect to such Event of Default. 

Section 5.10. Unconditional Nature of Issuers’ Obligations. 

The obligations and liabilities of each Issuer hereunder are absolute and unconditional and shall remain in full force and effect until
the satisfaction of all of the Obligations, without regard to any event, circumstance or conditions which might constitute a legal or equitable defense or discharge of such Issuer or which might in any way limit recourse against such Issuer,
including without limitation: (a) any waiver, consent or indulgence by the Secured Parties or any exercise or non-exercise of any right, power or remedy against any Issuer; (b) any limitation or cessation of such Issuer’s liability
under any Loan Document, including without limitation any invalidity, unenforceability or impaired liability resulting from such Issuer’s lack of capacity, power and/or authority to enter into any Loan Document or from the execution and
delivery of any Loan Document by any person acting for such Issuer without or in excess of authority; (c) any failure to join any Issuer in an action to enforce any Loan Document; or (d) any Issuer’s insolvency, bankruptcy,
reorganization, dissolution, liquidation or any similar action with respect to such Issuer. 

  
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 Section 5.11. Contribution and Indemnification by Issuers. 

The Issuers agree, solely among themselves, that they will contribute to the amounts paid hereunder and under the other Loan Documents so
that the amount paid by each Issuer shall be proportionate, as nearly as possible, to the proceeds of the Notes received by such Issuer, and each Issuer will indemnify each other Issuer to the extent necessary for such payments to be proportionate
to such proceeds. Notwithstanding the foregoing, the Trustee and the Secured Parties may look to any Issuer or combination of Issuers for the full amount of the Obligations. 
 ARTICLE VI 
 CONCERNING THE TRUSTEE 

Section 6.01. Duties; Conduct; Protections. 

(a) Except during the continuance of an Event of Default, the Trustee, in its capacity as trustee hereunder and as trustee
or beneficiary under the other Security Documents and the Consents, undertakes to perform such duties and only such duties as are specifically set forth in the Security Documents and the Consents and as may be set forth from time to time in written
instructions by the Required Senior Creditors in accordance with this Security Agreement, the Intercreditor Agreement and the Security Documents, and no implied covenants or obligations shall be read into this Security Agreement against the Trustee;
and in case an Event of Default exists and a Responsible Trustee Officer shall have knowledge or shall have received written notice that such Event of Default exists, the Trustee shall exercise such of the rights and powers vested in it by the
Security Documents and the Consents. 
 (b) The Trustee may perform any of the duties or exercise any of the
powers provided for in the Security Documents and the Consents either directly or through its attorneys, agents, custodians or nominees appointed with due care and duly authorized in writing. 

(c) The Trustee may consult with counsel, appraisers, engineers, accountants, and other skilled persons to be selected by
it at the expense of the Issuers, and the written advice of any thereof shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it under the Security Documents and the Consents reasonably and in
good faith and in reliance thereon. 
 (d) The Trustee shall not be required to take notice or be deemed to have
notice or knowledge of any Default or Event of Default (except default in the payment of moneys to the Trustee which are required by any provision hereof to be paid to the Trustee on or before a specified date or within a specified time after
receipt by the Trustee of a notice or certificate which was, in fact, received and default in the delivery of any certificate or opinion expressly required to be delivered to the Trustee by any provision of the Security Documents and the Consents on
or before a specified date or within a specified time after receipt by the Trustee of a notice or certificate which was, in fact, received), unless a Responsible Trustee Officer shall 

  
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have actual knowledge thereof or shall have received from any Issuer or any Secured Party, written notice stating that the same has occurred and is continuing and specifying the same, and in the
absence of such knowledge or notice, the Trustee may conclusively assume that the same does not exist except as aforesaid. In no event shall the Trustee be liable for special, indirect or consequential loss or damages whatsoever (including, but not
limited to lost profits), even if the Trustee has been advised of the likelihood of such damage and regardless of the form of action taken. 
 (e) In connection with its duties and obligations under the Security Documents and the Consents, the Trustee shall not be answerable or accountable under any circumstances except for its own willful
misconduct, bad faith or gross negligence. The negligence, bad faith or willful misconduct of any Senior Creditor, any taxing authority, or any other Person may not be imputed to the Trustee. No provision of the Security Documents and the Consents
shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, its own willful misconduct or bad faith, except that: 

 

	 	(i)	the Trustee shall not be liable to any Person for any error of judgment made in good faith by a Responsible Trustee Officer unless it shall be proved that the Trustee
was grossly negligent or acted in bad faith or willful misconduct in ascertaining or in failing to ascertain the pertinent facts under the Security Documents and the Consents; and 


 

	 	(ii)	the Trustee shall not be liable to any Person with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the
Administrative Agent relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under the Security Documents and the Consents;


  

	 	(iii)	the Trustee shall be entitled to rely conclusively with regards to the Security Documents and the Consents upon any note, notice, resolution, request, consent,
direction, certificate, affidavit, letter, telephone communication, message, statement, order or other document reasonably believed by the Trustee to be genuine and correct and to have been signed or sent by a Responsible Officer of a Secured Party,
the Administrative Agent or the Issuers, as appropriate; and 

  

	 	(iv)	no provision of the Security Documents and the Consents shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not
reasonably assured to it. 


  
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 (f) Except in accordance with written instructions furnished pursuant to
subsection (f)(iii) hereof, but subject to subsections (a) and (b) of this Section and as required by law, the Trustee shall have no duty under the Security Documents or the Consents: 

 

	 	(i)	to obtain or request further assurances pursuant to Section 4.02 hereof, 


 

	 	(ii)	to file, record or deposit this Security Agreement or any other document contemplated hereby, or to maintain any such filing, recording or deposit or to refile,
re-record or redeposit any such document, pursuant to Section 4.03 hereof, or otherwise, 

  

	 	(iii)	to obtain or request insurance of any item of Collateral or to maintain any such insurance or to consent to any adjustment or settlement, pursuant to
Section 4.06(a) hereof, or otherwise, 

  

	 	(iv)	to effect any release of any item of the Collateral or to grant any other remedy to any Issuer or any other Person pursuant to Section 5.07(b) hereof, or
otherwise, 

  

	 	(v)	to maintain or mark any item of the Collateral or any part thereof, 

  

	 	(vi)	to pay or discharge any tax, assessment or other governmental charge or any Lien of any kind owing with respect to or assessed against any item of the Collateral,


  

	 	(vii)	to confirm, verify, investigate or inquire into the failure to receive any report or financial statement of any Issuer, 


 

	 	(viii)	to inspect any item of the Collateral, 

  

	 	(ix)	to instruct any Issuer concerning the keeping and maintenance of books and records pursuant to Section 4.07(a) hereof, or otherwise, 


 

	 	(x)	to confirm or recalculate any calculation furnished to it, 

  

	 	(xi)	to confirm the accuracy of any disbursement request submitted to it, or 

  

	 	(xii)	prepare and/or file any UCC financing statements or continuation statements with respect to the Collateral. 


(g) The Trustee shall be under no obligation to take any action under the Security Documents and the Consents, whether on
its own motion or at the direction of any other Person, which in the opinion of counsel to the Trustee is unlawful. 

  
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 (h) Except for the explicit agreements hereunder, the Trustee shall not be
responsible for the correctness of any recitals or statements in the Security Documents and the Consents or the Note Purchase Agreement or in any schedule attached hereto or thereto. 

(i) The Trustee makes no representation as to the value or validity of the Collateral granted pursuant to the Security
Documents. 
 (j) In connection with its duties and obligations under the Security Documents and the Consents,
the Trustee shall be under no obligation with respect to the application of any moneys paid to or at the direction of the Senior Creditors except as may be expressly provided herein. 

(k) In the event the Trustee is unsure as to the application of any provision herein or under the Security Documents or
the Consents, the Trustee may request and rely upon instruction from the Administrative Agent. In the event that the Trustee requests, but does not receive, such instruction, it may, but shall be under no obligation to, take any action with respect
thereto as it deems to be in the best interests of the Senior Creditors; provided that any such action shall be in accordance with the terms of the Intercreditor Agreement. 
 Section 6.02. Special Rights. 
 Notwithstanding anything contained
elsewhere in this Security Agreement, the Trustee shall have the right, but shall not be required, to demand in respect of the release of any assets, the subjection of any after acquired property to the Lien of the Security Documents, or any other
action whatsoever (other than a withdrawal of cash) within the purview hereof, any showings, certificates, opinions, appraisals or other information by or from any Issuer reasonably deemed necessary or appropriate by it. 

Section 6.03. No Right of Set-off. 
 The Trustee hereby acknowledges and agrees for the benefit of the Issuers and the Senior Creditors that all moneys from time to time in the Depository Accounts (a) are pledged by each Issuer to, and
solely for the benefit of, the Secured Parties as collateral security for the payment of the Obligations, and (b) are held by the Depository solely in its capacity as depository pursuant to this Security Agreement and for no other purpose.
Accordingly, and notwithstanding anything to the contrary contained in any bank credit agreement or any other agreement, the Trustee hereby waives and disclaims any right it might have to set-off any amounts in such Depository Account against any
indebtedness now or hereafter owing by any Issuer to the Trustee in its individual capacity and not as trustee hereunder or any bank for which the Trustee acts as agent. 

  
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 Section 6.04. Resignation, Removal or Merger of Trustee. 

(a) Subject to Section 6.04(c), the Trustee may resign, with or without cause, at any time, by giving thirty
(30) days’ prior written notice to each Issuer, the Senior Creditors, the Administrative Agent, the Depository and the Master Servicer. 
 (b) The Trustee may at any time be removed by fifteen (15) days’ prior written notice to the Trustee and each Issuer by the Required Senior Creditors, with the consent of the Issuers so long as
there is no Default or Event of Default at such time. 
 (c) Any resignation or removal of the Trustee shall be
effective only upon appointment of a successor Trustee and the latter’s acceptance thereof in accordance with Section 6.04(d), and the predecessor Trustee’s execution and delivery of any and all documents reasonably necessary in order
to transfer all Collateral to such successor Trustee. 
 (d) If the Trustee shall have given notice of
resignation as set forth in clause (a) above, or if notice of removal shall have been given to the Trustee and the Issuers by the Required Senior Creditors, with the consent of the Issuers so long as there is no Default or Event of Default, as
provided herein, a successor Trustee may be appointed by the Required Senior Creditors, with the consent of the Issuers so long as there is no Default or Event of Default or, if such successor Trustee shall not have been so appointed or shall not
have accepted such appointment within fifteen (15) days after the giving of such notice of resignation or such notice of removal, as the case may be, such successor Trustee may be appointed, upon application of the retiring Trustee, any Issuer
or any Senior Creditor, by any court of competent jurisdiction. 
 (e) Any company into which the Trustee or any
successor Trustee may be merged or converted or with which it or any successor Trustee may be consolidated or any company resulting from any merger or consolidation to which the Trustee or any successor Trustee shall be a party or any company
succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor to the Trustee under this Security Agreement without the execution or filing of any paper or any further act on the part of any of the
parties hereto. 
 (f) Should any deed, conveyance or instrument in writing from any Issuer be required by any
successor Trustee for more fully and certainly vesting in and confirming to such successor Trustee the estates, rights, powers and duties granted to the Trustee hereunder, then upon request any and all such deeds, conveyances and instruments in
writing shall be made, executed, acknowledged and delivered, and shall be caused to be recorded and/or filed, by such Issuer. 
 (g) Any successor Trustee appointed pursuant to any of the provisions hereof shall execute, acknowledge and deliver to each Issuer, the Senior Creditors, the Administrative Agent, the Depository and the
Master Servicer an instrument accepting such appointment; and 

  
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thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the estates, assets, rights, powers and trusts of its predecessor Trustee hereunder and
under the other Security Documents and the Consents with like effect as if originally named herein; but nevertheless, upon the written request of any Issuer or of the successor Trustee, such predecessor Trustee shall immediately execute and deliver
an instrument (presented to it in execution form) transferring to such successor Trustee, upon the trusts herein expressed, all the estates, assets, rights, powers and trusts of such predecessor Trustee, and shall duly assign, transfer and deliver
to the successor Trustee all of the assets and moneys so held or as may be received from time to time by such predecessor Trustee, to be held by the successor Trustee as Trustee hereunder. 

Section 6.05. Appointment of Additional Trustees, Separate Trustees and Co-Trustees. 

(a) Whenever the Trustee shall deem such action necessary or prudent in order to conform to any applicable law of any
jurisdiction in which all or any portion of the Collateral shall be situated or in order to make any claim or commence or maintain any proceeding with respect to the Collateral or the Notes or the Note Purchase Agreement, or if the Trustee shall
receive an opinion of counsel, in form and substance satisfactory to the Trustee and the Required Senior Creditors, that such action is necessary or prudent in the interest of Senior Creditors, or if the Trustee shall be requested to take such
action by the Required Senior Creditors, then each Issuer and the Trustee shall execute and deliver an instrument necessary or appropriate to constitute another bank or trust company or one or more individuals, approved by the Trustee in the
exercise of due care, either to act as additional Trustee or Trustees or co-Trustee or co-Trustees of all or any portion of the Collateral, jointly with the Trustee, or to act as separate Trustee or Trustees of all or any portion of the Collateral,
in any such case with such powers as may be provided in such instrument, and to vest in such bank, trust company or individual as such additional Trustee, co-Trustee or separate Trustee, as the case may be, any estate, interest, property, right,
power or privilege of the Trustee deemed necessary or advisable by the Trustee in the exercise of due care, subject to the remaining provisions of this Section 6.05. In the event that any Issuer shall not have joined in the execution of such
instrument within fifteen (15) days after the receipt of a written request from the Trustee to do so, or in case an Event of Default shall have occurred and be continuing, the Trustee may act under the foregoing provisions of this
Section 6.05 without the concurrence of such Issuer; and each Issuer hereby irrevocably makes, constitutes and appoints the Trustee as the agent and attorney-in-fact for the same to act for it under the foregoing provisions of this
Section 6.05 in either of such contingencies. The Trustee may execute, deliver and perform any deed, conveyance, assignment, agreement, instrument or other document in writing as may be required by any additional Trustee, co-Trustee or separate
Trustee for more fully and certainly vesting in and confirming to it or him any estate, interest, property, right, power or privilege which by the terms of such instrument is expressed to be conveyed to or conferred upon such additional Trustee,
co-Trustee or separate Trustee, as the case may be, and each Issuer, upon the Trustee’s written request, join therein and execute, acknowledge and deliver the same; and each Issuer hereby irrevocably makes, constitutes and appoints the Trustee
as the agent and attorney-in-fact for the same and in its 

  
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respective name, place and stead to execute, acknowledge and deliver any such deed, conveyance, assignment, agreement, instrument or other document in the event that such party shall not execute
and deliver the same within fifteen (15) days after receipt by it of such request from the Trustee to do so. 
 (b) Every additional Trustee, co-Trustee and separate Trustee hereunder shall, to the extent permitted by applicable law, be appointed and act (and the Trustee shall act) in accordance with the following
provisions and conditions: 
  

	 	(i)	all rights, powers, privileges, duties and obligations conferred or imposed upon the Trustee in respect of the receipt, custody, investment and payment of monies shall
be exercised solely by the Trustee; 

  

	 	(ii)	all other rights, powers, privileges, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the
Trustee, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, privileges,
duties and obligations (including the holding of title to the Collateral in any such jurisdiction) shall be exercised and performed by such additional Trustee or Trustees, co-Trustee or co-Trustees or separate Trustee or Trustees;


  

	 	(iii)	no such additional Trustee, co-Trustee or separate Trustee shall exercise any power created hereby or provided for hereunder except jointly with, or with the consent
of, the Trustee; and 

  

	 	(iv)	neither the Trustee nor such additional Trustee, co-Trustee or separate Trustee shall be personally liable by reason of the act or omission of any other trustee.


 If at any time the Trustee shall receive an opinion of counsel to the effect that it is no longer necessary or
prudent in the interest of the Senior Creditors, to continue the appointment of any additional Trustee, co-Trustee or separate Trustee, as the case may be, or shall be requested in writing by the Required Senior Creditors to terminate any such
appointment, then the Issuers and the Trustee shall promptly execute and deliver an instrument necessary or appropriate to remove such additional Trustee, co-Trustee or separate Trustee. In the event that any Issuer shall not have joined in the
execution of such instrument, the Trustee may act on behalf of the same to the same extent as provided above. 

(c) Any additional Trustee, co-Trustee or separate Trustee may at any time by a written instrument constitute the Trustee
its or his agent and attorney-in-fact, with full power and authority, to the extent permitted by law, to do any and all acts and things and exercise any and all discretion permitted by it or him, for and on its or his behalf and in its or his name.


  
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In case any such additional Trustee, co-Trustee or separate Trustee shall resign or be removed or for any reason such office shall become vacant, all the estates, interests, properties, rights,
powers, privileges, trusts, duties and obligations of such additional Trustee, co-Trustee or separate Trustee, as the case may be, in respect of the Collateral, so far as permitted by applicable law, shall vest in and be exercised by the Trustee
without the appointment of a successor to such additional Trustee, co-Trustee or separate Trustee unless and until a successor shall be appointed in the manner provided above. 

(d) Any written request, approval or consent by the Trustee to any additional Trustee, co-Trustee or separate Trustee
shall be sufficient warrant to such additional Trustee, co-Trustee or separate Trustee, as the case may be, to take such action as may be so requested, approved or consented to. 

(e) Each additional Trustee, co-Trustee and separate Trustee appointed pursuant to this Section 6.05 shall be subject
to, and shall have the benefit of, the provisions of this Security Agreement insofar as they apply to the Trustee, including the payment of its fees and expenses by the Issuers. 

Section 6.06. Amendments to Other Agreements. 
 None of the rights or obligations of the Trustee hereunder shall be modified or expanded by virtue of any amendment or other modification to other agreements or arrangements to which the Trustee is not a
party if the Trustee shall not have given its prior written consent to such amendment or other modification, such consent not to be unreasonably withheld or denied. 
 Section 6.07. BLM and Department of Agriculture Assignments and Powers of Attorney. 
 On each Funding Date, the Issuers will deliver to the Trustee certain applications for the assignment of the Leases, Unit Agreements and Easements between the Issuers and the U.S. Bureau of Land
Management or the U.S. Department of Agriculture and the redesignation of the Trustee or its designee as the Unit Operator under any Unit Agreement, certain applications for the transfer of Injection Well Permits from the Nevada Commission on
Mineral Resources, Division of Minerals, certain permit transfer forms and administrative amendments for the Nevada Division of Environmental Protection, and certain permit transfer forms for the Nevada State Fire Marshal and other Governmental
Authorities issuing Material Applicable Permits to the extent such applications for assignment, permit transfer forms and administrative amendments may be obtained, together with powers of attorney authorizing the Trustee (acting pursuant to
directions under Section 5.02 of this Security Agreement) to complete and submit such applications and forms following an Event of Default. The Trustee will hold such applications, forms and powers of attorney in escrow until such time as
(1) an Event of Default has occurred and is continuing and (2) the Trustee has received directions under Section 5.02 of this Agreement to complete such applications and forms (or any additional or new applications or forms that may
be required to effect the assignment or transfer of such Leases, Unit 

  
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Agreements and Easements and Applicable Permits to the Trustee or its designee and the redesignation of the Trustee or its designee as the Unit Operator under any Unit Agreement) and submit the
same to the applicable Governmental Authority at which time such documents shall be released from escrow hereunder. 
 ARTICLE
VII 
 CONCERNING THE DEPOSITORY 
 Section 7.01. Duties; Conduct; Protections. 
 (a) The Depository, in
its capacity as depository hereunder, undertakes to perform such duties and only such duties as are specifically set forth herein and as may be set forth from time to time in written instructions by the Required Senior Creditors in accordance with
this Security Agreement, and no implied covenants or obligations shall be read into this Security Agreement against the Depository. In the absence of gross negligence, willful misconduct or bad faith on its part, the Depository may conclusively
rely, as to the truth of the statements and the correctness of the opinions expressed therein, including the accuracy of all sums and calculations, upon certificates or opinions furnished to the Depository and conforming to the requirements of this
Security Agreement. 
 (b) The Depository shall not be required to take notice or be deemed to have notice or knowledge of any
Default or Event of Default (except default in the payment of moneys to the Depository which are required by any provision hereof to be paid to the Depository on or before a specified date or within a specified time after receipt by the Depository
of a notice or certificate which was, in fact, received and default in the delivery of any certificate or opinion expressly required to be delivered to the Depository by any provision hereof on or before a specified date or within a specified time
after receipt by the Depository of a notice or certificate which was, in fact, received), unless the Depository shall have received from any Issuer or any Secured Party, written notice stating that the same has occurred and is continuing and
specifying the same, and in the absence of such knowledge or notice, the Depository may conclusively assume that the same does not exist except as aforesaid. In no event shall the Depository be liable for special, indirect or consequential loss or
damages whatsoever (including, but not limited to lost profits), even if the Depository has been advised of the likelihood of such damage and regardless of the form of action taken. 

(c) In connection with its duties and obligations hereunder, the Depository shall not be answerable or accountable under any
circumstances except for its own willful misconduct, bad faith or gross negligence. The negligence, bad faith or willful misconduct of any Senior Creditor, any taxing authority, or any other Person may not be imputed to the Depository. No provision
hereof shall be construed to relieve the Depository from liability for its own grossly negligent action, its own grossly negligent failure to act, its bad faith or its own willful misconduct, except that: 

 

	 	(i)	the Depository shall not be liable to any Person for any error of judgment made in good faith by the Depository unless it shall be proved that the Depository was
grossly negligent or acted in bad faith or willful misconduct in ascertaining or in failing to ascertain the pertinent facts hereunder; and 


  
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	 	(ii)	no provision of this Security Agreement shall require the Depository to expend or risk its own funds or otherwise incur any financial liability in the performance of
any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured
to it. 

 (d) The Depository shall be under no obligation to take any action hereunder, whether on its own motion
or at the direction of any other Person, which in the opinion of counsel to the Depository is unlawful. 
 (e) Except for its
explicit agreements hereunder, the Depository shall not be responsible for the correctness of any recitals or statements in the Security Documents and the Consents or the Note Purchase Agreement or in any schedule attached hereto or thereto.

 (f) The Depository makes no representation as to the value or validity of the Collateral granted pursuant to the Security
Documents. 
 (g) In connection with its duties and obligations under the Security Documents and the Consents, the Depository
shall be under no obligation with respect to the application of any moneys paid to or at the direction of the Senior Creditors except as may be expressly provided herein. 
 (h) In the event the Depository is unsure as to the application of any provision herein, the Depository may request and rely upon instruction from the Administrative Agent. In the event that the
Depository requests, but does not receive, such instruction, it may, but shall be under no obligation to, take any action with respect thereto as it deems to be in the best interests of the Senior Creditors; provided that any such action shall be in
accordance with the terms of the Intercreditor Agreement. 
 Section 7.02. Special Rights. 

Notwithstanding anything contained elsewhere in this Security Agreement, the Depository shall have the right, but shall not be required,
to demand in respect of the release of any assets, the subjection of any after acquired property to the Lien of the Security Documents, or any other action whatsoever (other than a withdrawal of cash) within the purview hereof, any showings,
certificates, opinions, appraisals or other information by or from any Issuer reasonably deemed necessary or appropriate by it. 

  
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 Section 7.03. No Right of Set-off. 

The Depository hereby acknowledges and agrees for the benefit of the Issuers and the Senior Creditors that all moneys from time to time in
the Depository Accounts (a) are pledged by each Issuer to, and solely for the benefit of, the Secured Parties as collateral security for the payment of the Obligations, and (b) are held by the Depository solely in its capacity as
depository pursuant to this Security Agreement and for no other purpose. Accordingly, and notwithstanding anything to the contrary contained in any bank credit agreement or any other agreement, the Depository hereby waives and disclaims any right it
might have to set-off any amounts in such Depository Account against any indebtedness now or hereafter owing by any Issuer to the Depository in its individual capacity and not as depository hereunder or any bank for which the Depository acts as
agent. 
 Section 7.04. Resignation, Removal or Merger of Depository. 

(a) Subject to Section 7.04(c), the Depository may resign, with or without cause, at any time, by giving thirty (30) days’
prior written notice to each Issuer, the Senior Creditors, the Administrative Agent, the Trustee and the Master Servicer. 
 (b)
The Depository may at any time be removed by fifteen (15) days’ prior written notice to the Depository and each Issuer by the Required Senior Creditors, with the consent of the Issuers so long as there is no Default or Event of Default at
such time. 
 (c) Any resignation or removal of the Depository shall be effective only upon appointment of a successor
Depository and the latter’s acceptance thereof in accordance with Section 7.04(d), and the predecessor Depository’s execution and delivery of any and all documents reasonably necessary in order to transfer all Depository Accounts to
such successor Depository. 
 (d) If the Depository shall have given notice of resignation as set forth in clause
(a) above, or if notice of removal shall have been given to the Depository and the Issuers by the Required Senior Creditors, with the consent of the Issuers so long as there is no Default or Event of Default, as provided herein, a successor
Depository may be appointed by the Required Senior Creditors with the consent of the Issuers so long as there is no Default or Event of Default or, if such successor Depository shall not have been so appointed or shall not have accepted such
appointment within fifteen (15) days after the giving of such notice of resignation or such notice of removal, as the case may be, such successor Depository may be appointed, upon application of the retiring Depository, any Issuer or any Senior
Creditor, by any court of competent jurisdiction. 
 (e) Any company into which the Depository or any successor Depository may
be merged or converted or with which it or any successor Depository may be consolidated or any company resulting from any merger or consolidation to which the Depository or any successor Depository shall be a party or any company succeeding to all
or substantially all of the corporate 

  
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trust business of the Depository, shall be the successor to the Depository under this Security Agreement without the execution or filing of any paper or any further act on the part of any of the
parties hereto. 
 (f) Any successor Depository appointed pursuant to any of the provisions hereof shall execute, acknowledge
and deliver to each Issuer, the Senior Creditors, the Administrative Agent and the Master Servicer an instrument accepting such appointment; and thereupon such successor Depository, without any further act, shall become vested with all the rights of
its predecessor Depository hereunder and under the other Security Documents and the Consents with like effect as if originally named herein; but nevertheless, upon the written request of any Issuer or of the successor Depository, such predecessor
Depository shall immediately execute and deliver an instrument (presented to it in execution form) assigning to such successor Depository the rights of such predecessor Depository hereunder, and shall duly assign, transfer and deliver to the
successor Depository all of the assets and moneys so held or as may be received from time to time by such predecessor Depository, including all amounts in the Depository Accounts, to be held by the successor Depository as Depository hereunder.

 ARTICLE VIII 
 CONSENTS TO ASSIGNMENT AND PLEDGE 
 Section 8.01. Consent to Pledge
and Assignment. 
 (a) Each Issuer (referred to in this Article VII as an “Obligee”) that is a party to a
Project Document with one or more other Issuers (each an “Obligor”) hereby (i) acknowledges and consents to any pledge and assignment by each such Obligor to the Trustee, pursuant to this Security Agreement, of all right, title
and interest of such Obligor in, to and under (but not its obligations, liabilities or duties with respect to) each such Project Document as collateral security for all the Obligations and (ii) confirms to the Trustee and the Secured Parties
that all representations, warranties, indemnities and agreements of such Obligee under the Project Documents shall inure to the benefit of, and shall be enforceable by, the Trustee for the benefit of the Secured Parties to the same extent as if
originally named in the Project Documents. 
 (b) Each Obligee hereby grants all consents, waivers and approvals required from
it under any Project Document, under any applicable statute, rule, regulation or ordinance, or otherwise in order for (i) any Issuer to issue the Notes and enter into the Loan Documents and (ii) the Trustee or any Secured Party to exercise
any right or remedy under any Loan Document. 
 Section 8.02. Agreements of Obligees. 

(a) Each Obligee agrees that it will not exercise any remedies, under any Project Document relating to any other Issuer resulting from any
event or condition (a “Termination Event”) which would, either immediately or with the passage of time or giving of notice, or both, constitute a default under any such Project Document and/or enable the Obligee to terminate or
suspend its obligations under any such Project Document without first giving the Trustee the notice and opportunity to cure provided for in Section 8.02(c) below. 

  
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 (b) If a Termination Event shall occur relating to an Obligor, and any Obligee shall desire
to exercise its remedies under the applicable Project Document as provided in Section 8.02(a) above with respect to such Termination Event, such Obligee shall promptly give notice to the Trustee, at the address set forth below, and the
Administrative Agent, at the address set forth in the Note Purchase Agreement, of such Termination Event, specifying in such notice all then existing Termination Events of which it has knowledge, such notice to be delivered to the Trustee by hand
delivery and to be confirmed by telephone, if possible with reasonable effort or by an overnight courier. If the Trustee (acting at the written direction of the Required Senior Creditors) elects to exercise its right to cure as herein provided, it
shall, within 30 days after the receipt by it of the notice (such notice to include the Obligee’s address) from such Obligee referred to in the immediately preceding sentence, deliver to such Obligee a written notice stating that it has elected
to exercise such right to cure, together with a written statement of the Trustee that it will promptly commence to cure all Termination Events relating to an Obligor susceptible of being cured by the Trustee, and that it will, during the cure period
provided in Section 8.02(c) below, diligently attempt in good faith to complete the curing of, to the reasonable satisfaction of such Obligee, all such Termination Events; provided, however, that nothing set forth herein shall be
deemed to create any obligation of the Trustee to cure any Termination Event. 
 (c) The Trustee shall have a period of
(i) in the case of Termination Events relating to an Obligor arising from monetary defaults, 90 days and (ii) the case of all other Termination Events relating to an Obligor, 180 days (such period being hereinafter referred to as the
“Cure Period”) after the delivery of the notice by the Trustee referred to in Section 8.02(b) above in which to cure such Termination Events. In the event any Termination Event described in clause (ii) shall be incurable
by the Trustee within the Cure Period, the applicable Obligee shall not exercise any remedies under the applicable Project Document if the Trustee shall, within the Cure Period, initiate action to cure such Termination Event and proceed diligently
to the curing thereof. Any curing of any Termination Event under any Project Document shall not be construed as an assumption by the Trustee or any Senior Creditor of any obligations, covenants or agreements of the Obligor under such Project
Document. If the Trustee is required to obtain the approval of any court or to take any other action in any bankruptcy or other proceeding before exercising its rights under this Section 8.02(c), the Cure Period shall be extended by the period
required to obtain such approval or take such other action. 
 Section 8.03. Rejection of Project Documents.

 In the event that any Project Document between two or more Issuers is rejected under 11 U.S.C. Section 363, or successor
legislation, and (i) no amounts payable thereunder shall be due and payable to any Obligee at the time of such rejection, (ii) the Trustee shall have arranged for the curing of any default under such Project Document susceptible of being
corrected by the Trustee and (iii) such Project Document shall have been terminated pursuant to the terms thereof 

  
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by reason of a rejection by the applicable Obligor or a trustee in bankruptcy under 11 U.S.C. Section 363, or successor legislation, then the applicable Obligee shall, if requested by the
Trustee within thirty (30) days after such rejection, execute and deliver a new Project Document of like tenor to be in effect for the remainder of the term of the rejected Project Document, and with substantially the same terms as those
contained therein. 
 Section 8.04. Performance by Trustee. 

Neither the Trustee nor any Secured Party shall have any obligation or liability to any Obligee for the performance of any obligations
under any Project Document or with respect to any Pledged Interest unless and until the Trustee shall have notified such Obligee in writing that it intends to assume the obligations imposed upon the Obligor(s) by the Project Document or with respect
to any Pledged Interest and receive the benefits thereunder. In the event that the Trustee succeeds to the interest of an Obligor under a Project Document or with respect to any Pledged Interest by reason of the exercise of the Trustee’s rights
under this Security Agreement, such Obligee agrees that it will accept performance by the Trustee or its successors or assigns or designees of the obligations of the Obligor(s) under and in accordance with such Project Document or with respect to
such Pledged Interest notwithstanding any restrictions set forth in such Project Document or otherwise on the assignability of each such Obligor’s rights. If the Trustee assumes the rights and/or obligations of any Obligor under any Project
Document or with respect to any Pledged Interest, the Trustee shall have the right to assign such Project Document or transfer such Pledged Interest to a party that assumes the obligations of the Obligor(s) thereunder or with respect thereto
(notwithstanding any limitation or restriction thereon set forth in any Project Document) and upon such assignment or transfer, the Trustee and the Senior Creditors shall be released from any liability under such Project Document or with respect to
such Pledged Interest from and after the date of such assignment or transfer and thereafter such Project Document or Pledged Interest shall remain in full force and effect for the benefit of such assignee. Upon any such assignment of a Project
Document by the Trustee, such assignee shall have the right to terminate the Agreement by giving written notice thereof to the applicable Obligee(s). 
 Section 8.05. Payments Directly to Depository. 
 No Issuer will
exercise, and each Issuer hereby waives, all rights it may have at law, pursuant to any Project Document or otherwise to set off any amount owing by any other Issuer to such Issuer against any amount such Issuer is obligated to pay to any other
Issuer pursuant to any Project Document or with respect to any Pledged Interest or Pledged Indebtedness. All parties hereto agree that the remittance to the Depository of amounts due to any Issuer from any other Issuer shall satisfy the paying
Issuer’s payment obligations under each Project Document and with respect to any Pledged Interest or Pledged Indebtedness. No Issuer shall be entitled to payment of amounts due to it under any Project Document or with respect to any Pledged
Interest or Pledged Indebtedness except to the extent that monies are available to make such payments in accordance with the terms hereof or to the extent that such payments do not constitute Issuer Revenues, and no Issuer will exercise any right or
remedy it has under any Project Document or with respect to any Pledged Interest or Pledged Indebtedness for non-payment thereunder or with respect thereto as a result of the operation of this Section 8.05. 

  
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 ARTICLE IX 
 GENERAL 
 Section 9.01. Amendments, Consents and Waivers.

 This Security Agreement may be amended, and the observance of any term of this Security Agreement may be waived or its
nonobservance consented to, with, and only with, the written consent of the Trustee, the Depository, each Issuer and the Required Senior Creditors; provided, however, that (a) the provisions of Section 3.03 relating to
payment of the Master Servicer Expenses shall not be amended without the written consent of the Master Servicer and (b) the provisions of Section 3.03 relating to the payment of the Administrative Fee shall not be amended without the
written consent of the Administrative Agent. No amendment, consent or waiver hereunder shall be effective unless in writing and signed by an officer, employee or other Person authorized to execute such amendment or waiver. 

Section 9.02. Notices. 
 All notices, requests, demands and other communications shall be in writing and shall be given by electronic mail, telecopy, overnight courier, first class registered or certified mail postage prepaid) or
personal delivery. Any notice, request, demand or other communication to the Trustee shall be deemed effective when received by a Responsible Trustee Officer during normal business hours on a Business Day, addressed to it at Wilmington Trust
Company, as Trustee, 1100 North Market Street, Wilmington, Delaware 19890-1605, Attention: Corporate Trust Administration, telephone: 302-636-6000; facsimile: 302-636-4140; re: OFC 2 LLC. Any notice, request, demand or other communication to
the Depository shall be deemed effective when received by the Depository during normal business hours on a Business Day, addressed to it at Wilmington Trust Company, as Depository, 1100 North Market Street, Wilmington, Delaware 19890-1605,
Attention: Corporate Trust Administration, telephone: 302-636-6000; facsimile: 302-636-4140; re: OFC 2 LLC. Any notice, request, demand or other communication to the Issuers shall be deemed effective when received by the Issuers during normal
business hours on a Business Day, addressed to them at 6225 Neil Road, Reno, Nevada 89511; Attention: President; telephone: 775-356-9029; facsimile: 775-356-9039. Any party, by notice given in accordance with this Section 9.02, may designate a
further or different address for future notices. Each party shall send a copy of every notice, request, demand or other communication given to the other party to the Senior Creditors, the Administrative Agent and the Master Servicer in accordance
with Section 17 of the Note Purchase Agreement. 

  
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 Section 9.03. Obligations of Issuers Joint and Several. 

The obligations of the Issuers hereunder and under the Notes and the other Loan Documents shall be joint and several, as described in and
subject to Section 20.2 of the Note Purchase Agreement. 
 Section 9.04. Successors and Assigns. 

This Security Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties
hereto. 
 Section 9.05. Security Agreement. 

This Security Agreement is a “security agreement” within the meaning of the Uniform Commercial Code. Each Issuer by executing
and delivering this Security Agreement has granted to the Trustee until the Discharge Date, as security for the Obligations, a security interest in the Collateral to the full extent that a security interest may be perfected under applicable law.

 Section 9.06. Partial Invalidity. 
 The unenforceability or invalidity of any provision or provisions of this Security Agreement shall not render any other provision or provisions herein contained unenforceable or invalid. 

Section 9.07. Release. 
 Upon the Discharge Date, this Security Agreement and the security interest granted hereby shall automatically terminate. The Trustee shall execute and deliver, at the expense of the Issuers, such
instruments as shall be reasonably requested by the Issuers to satisfy and discharge the Lien hereof in accordance with the terms hereof. 
 Section 9.08. Counterparts. 
 This Security Agreement may be executed,
acknowledged and delivered in any number of counterparts, each of such counterparts constituting an original, but all together only one Security Agreement. 
 Section 9.09. Headings; Dates. 
 The table of contents and any headings
or captions preceding the text of the several Articles and Sections hereof are intended solely for convenience of reference and shall not constitute a part of this Security Agreement, nor shall they affect its meaning, construction or effect. The
date of this Security Agreement and the other Loan Documents “as of September 23, 2011” is for convenience only, and this Security Agreement and the other Loan Documents shall become effective only upon execution and delivery hereof
and thereof. 

  
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 Section 9.10. Governing Law. 

The provisions of this Security Agreement creating a trust for the benefit of the Senior Creditors and setting forth the rights, duties,
obligations and responsibilities of the Trustee hereunder shall be governed by and construed in accordance with the federal law of the United States. To the extent that federal law does not specify the appropriate rule of decision for a particular
matter at issue, it is the intention and agreement of the parties hereto that the substantive law of the State of New York shall be adopted as the governing federal rule of decision. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Security Agreement as of the date
first written above. 
  

					
	OFC 2 LLC
		
	By:	 	Ormat Nevada Inc., its managing member
			
		 	By:	 	  

		 	Name:	 	  

		 	Title:	 	  

	
	ORNI 15 LLC
		
	By:	 	OFC 2 LLC, its managing member
	By:	 	Ormat Nevada Inc., its managing member
			
		 	By:	 	  

		 	Name:	 	  

		 	Title:	 	  

	
	ORNI 39 LLC
		
	By:	 	OFC 2 LLC, its managing member
	By:	 	Ormat Nevada Inc., its managing member
			
		 	By:	 	  

		 	Name:	 	  

		 	Title:	 	  




  
 -83-









 
					
	ORNI 42 LLC
		
	By:	 	OFC 2 LLC, its managing member
	By:	 	Ormat Nevada Inc., its managing member
			
		 	By:	 	  

		 	Name:	 	  

		 	Title:	 	  

	
	HSS II, LLC
		
	By:	 	OFC 2 LLC, its managing member
	By:	 	Ormat Nevada Inc., its managing member
			
		 	By:	 	  

		 	Name:	 	  

		 	Title:	 	
 




					
	
	WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Trustee
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Depository
		
	By:	 	  

	Name:	 	  

	Title:	 	  



  







 SCHEDULE 2.04 
 Deposit Accounts Maintained by Issuer 
 None (other than as required under
the Security Agreement) 
  







 SCHEDULE 3.01 

 

			
	Eyal Hen –	 	(775) 356 9029 Ext. 32218
		
		 	(775) 376 2031

 Jennifer Smith – (775) 356 9029 Ext. 32388 







 EXHIBIT A 
 Description of Certain Collateral 
 Part 1 - Facilities 

The Tuscarora Facility is a two-phase geothermal power production facility located in Elko County, Nevada, USA, which includes Phase I and, if
constructed, Phase II. Phase I of the Tuscarora Facility includes a power plant of a net capacity of approximately 19 MW and the electricity generating equipment, associated geothermal piping and carrying, transmission and fiber optic systems and
production and reinjection wells of the aforementioned plant. Electricity produced by the aforementioned Phase I power plant is sold to Nevada Power Company pursuant to the Long-Term Firm Portfolio Energy Credit and Renewable Power Purchase
Agreement, dated February 2, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time), between Nevada Power Company and ORNI 42 LLC. 
 The McGinness Hills Facility is a two-phase geothermal power production facility located in Lander County, Nevada, USA, which includes Phase I and, if constructed, Phase II. Phase I of the McGinness Hills
Facility includes a power plant of a net capacity of approximately 30 MW, and the electricity generating equipment, associated geothermal piping and carrying, transmission and fiber optic systems, and water, production and reinjection wells of the
aforementioned plant. Electricity produced by the Phase I aforementioned power plant is sold to Nevada Power Company pursuant to the Long-Term Firm Portfolio Energy Credit and Renewable Power Purchase Agreement, dated November 4, 2009 (as
amended, amended and restated, supplemented or otherwise modified from time to time), between Nevada Power Company and ORNI 39 LLC. 
 Jersey
Valley Facility is a single phase geothermal power production facility located in Pershing County, Nevada, USA, which includes the power plant of a net capacity of approximately 15 MW, and (ii) the electricity generating equipment, associated
geothermal piping and carrying and transmission systems, and production and reinjection wells of the aforementioned plant. Electricity produced by the aforementioned power plant is sold to Nevada Power Company pursuant to the Long-Term Firm Power
Purchase and Sale Agreement, dated August 18, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time), between Nevada Power Company and ORNI 15 LLC. 
 Part 2 - Agreements 
 ORNI 42 LLC and HSS II LLC - Tuscarora 

 

	 	•	 	 Long-Term Firm Portfolio Energy Credit and Renewable Power Purchase Agreement, between ORNI 42 LLC and Nevada Power Company, dated as of
February 2, 2010, as amended by Amendment No. 1 to the Long-Term Firm Portfolio Energy Credit and Renewable Power Purchase Agreement, dated as of July 30, 2010, as amended by Amendment No. 2 to Long-Term Firm Portfolio Energy
Credit and Renewable Power Purchase Agreement, dated as of September 30, 2010. 










	 	•	 	 Amendment and Restated Large Generator Interconnection Agreement, Service Agreement # 04-00842 between ORNI 49 LLC and Sierra Pacific Power Company
d/b/a NV Energy, dated December 22, 2010, as assigned from ORNI 49 to ORNI 42 at August 19, 2011. 


  

	 	•	 	 Operation and Maintenance Agreement, dated as of September 23, 2011 by and between Ormat Nevada Inc. and ORNI 42 LLC.



  

	 	•	 	 Shared Facilities and Shared Premises Agreement, dated as September 23, 2011 by and between Ormat Nevada Inc. ORNI 42 LLC and ORNI 49 LLC.



  

	 	•	 	 Engineering, Procurement and Construction Contract, dated as September 23, 2011, by and between Ormat Nevada Inc. and ORNI 42 LLC.



  

	 	•	 	 Guaranty, dated as September 23, 2011, by Ormat Technologies, Inc. for the benefit of ORNI 42 LLC. 



 

	 	•	 	 Lease dated March 8, 2010 executed by Ellison Minerals and Ellison Ranching Company, as lessor, and HSS II, LLC, as lessee, as evidenced by a
Memorandum of Lease recorded March 8, 2010 as Document No. 623896 in the Official Records of Elko County, Nevada; as amended by Amendment to Lease and Agreement dated March 22, 2011 and recorded April 7, 2011 as Instrument
No. 638659 in the Official Records of Elko County, Nevada; as further amended by Second Amendment to Lease and Agreement dated August 9, 2011 and recorded August 15, 2011 as Document No. 643798 in the Official Records of Elko
County, Nevada. 


  

	 	•	 	 Offer to Lease and Lease for Geothermal Resources, Lease Serial No. NVN-76151, dated effective January 1, 2003, executed by United States of
America, through the Bureau of Land Management, as lessor, and Earth Power Resources, Inc., as lessee (Assignment to Tuscarora Geothermal LLC dated effective August 1, 2006; Assignment to TG Power LLC dated effective August 1, 2006;
Assignment to HSS II, LLC dated effective February 1, 2009; Partial Assignment to Ormat Nevada, Inc. dated effective March 1, 2011; Assignment to Ormat Nevada, Inc. dated effective September 1, 2011; Assignment to HSS II, LLC dated
effective October 1, 2011) 


  

	 	•	 	 Offer to Lease and Lease for Geothermal Resources, Serial No. NVN-76630, dated effective September 1, 2006, executed by United States of America,
through the Bureau of Land Management, as lessor, and Lewis Katz, as lessee (Assignment to Earth Power Resources, Inc. dated effective February 1, 2007; Assignment to TG Power LLC dated effective July 1, 2007; Assignment to HSS II, LLC
dated effective February 1, 2009; Partial Assignment to Ormat Nevada, Inc. dated effective February 1, 2010; Assignment to Ormat Nevada, Inc. dated effective September 1, 2011; Assignment to HSS II, LLC dated effective October 1,
2011) 


  

	 	•	 	 Offer to Lease and Lease for Geothermal Resources, Serial No. NVN-74915, dated effective January 1, 2003, executed by United States of America,
through the Bureau of Land Management, as lessor, and Earth Power Resources, Inc., as lessee (Assignment to Tuscarora Geothermal LLC dated effective August 1, 2006; Assignment to TG Power LLC dated effective August 1, 2006; Assignment to
HSS II, LLC dated effective February 1, 2009; Assignment to Ormat Nevada, Inc. dated effective February 1, 2011; Assignment to HSS II, LLC dated effective October 1, 2011) 










	 	•	 	 Offer to Lease and Lease for Geothermal Resources, Serial No. N-74916, dated effective January 1, 2003, executed by United States of America,
through the Bureau of Land Management, as lessor, and Earth Power Resources, Inc., as lessee (Assignment to Tuscarora Geothermal LLC dated effective August 1, 2006; Assignment to TG Power LLC dated effective August 1, 2006; Assignment to
HSS II, LLC dated effective February 1, 2009; Assignment to Ormat Nevada, Inc. dated effective February 1, 2011; Assignment to HSS II, LLC dated effective October 1, 2011) 



 

	 	•	 	 Geothermal Lease, Serial No. N-89399, dated effective February 1, 2011, executed by United States of America, through the Bureau of Land
Management, as lessor, and Ormat Nevada, Inc., as lessee (Assignment to HSS II, LLC dated effective October 1, 2011) 


  

	 	•	 	 Geothermal Lease, Serial No. N-89398, dated effective March 1, 2011, executed by United States of America, through the Bureau of Land Management,
as lessor, Ormat Nevada, Inc., as lessee (Assignment to HSS II, LLC dated effective October 1, 2011) 


  

	 	•	 	 Right-of-Way Grant, Serial No. NVN-89982, dated effective July 29, 2011, executed by the United States of America, through the Bureau of Land
Management, as grantor, and ORNI 42 LLC and ORNI 49 LLC, as grantee. 


  

	 	•	 	 Right-of-Way Grant, Serial No. NVN-89518, dated effective July 29, 2011, executed by the United States of America, through the Bureau of Land
Management, as grantor, and ORNI 42 LLC and ORNI 49 LLC, as grantee. 


  

	 	•	 	 Access Road and Utility Easement Agreement, dated August 9, 2011, by and between Ellison Ranching Company, as grantor, and ORNI 42 LLC, as grantee
recorded August 15, 2011 as Document No. 643799 in the Official Records of Elko County, Nevada; as amended by that certain Amendment to Access Road and Utility Easement Agreement, dated September 7, 2011 and recorded September 9,
2011 as Document No. 644677 in the Official Records of Elko County, Nevada. 


  

	 	•	 	 Access and Utility Easement Agreement, dated July 21, 2011, by and between James J. Wright Ranch, Inc., as grantor, and ORNI 42 LLC, as grantee,
recorded August 4, 2011 as Document No. 643486 in the Official Records of Elko County, Nevada; as amended by that certain Amendment to Access and Utility Easement Agreement, dated August 22, 2011 and recorded September 7, 2011 as
Document No. 644572 in the Official Records of Elko County, Nevada. 


  

	 	•	 	 Access and Utility Easement Agreement, dated July 21, 2011, by and between James J. Wright Ranch, Inc. and Van Norman Ranches, Inc., as grantor,
and ORNI 42 LLC, as grantee, recorded August 4, 2011 as Document No. 643488 in the Official Records of Elko County, Nevada; as amended by that certain Amendment to Access and Utility Easement Agreement, dated August 22, 2011 and
recorded September 7, 2011 as Document No. 644566 in the Official Records of Elko County, Nevada. 










	 	•	 	 Access and Utility Easement Agreement, dated July 21, 2011, by and between Van Norman Ranches, Inc., as grantor, and ORNI 42 LLC, as grantee,
recorded August 4, 2011 as Document No. 643492 in the Official Records of Elko County, Nevada; as amended by that certain Amendment to Access and Utility Easement Agreement, dated August 22, 2011 and recorded September 7, 2011 as
Document No. 644575 in the Official Records of Elko County, Nevada. 


  

	 	•	 	 Access and Utility Easement Agreement, dated July 21, 2011, by and between Van Norman Quarter Horses, as grantor, and ORNI 42 LLC, as grantee,
recorded August 4, 2011 as Document No. 643490 in the Official Records of Elko County, Nevada; as amended by that certain Amendment to Access and Utility Easement Agreement, dated August 22, 2011 and recorded September 7, 2011 as
Document No. 644569 in the Official Records of Elko County, Nevada. 


  

	 	•	 	 Fluid and Water Supply Agreement between HSS II, LLC and ORNI 42 LLC dated September 23, 2011. 



ORNI 15 LLC – Jersey Valley 
  

	 	•	 	 Long-Term Firm Power Purchase Agreement, between ORNI 15 LLC and Nevada Power Company, dated as of August 18, 2006, as amended by Amendment
No. 1 to the Long-Term Firm Power Purchase Agreement, dated as of May 21, 2007, as amended by Amendment No. 2 to Long-Term Firm Power Purchase Agreement, dated as of February 11, 2011. 



 

	 	•	 	 Large Generator Interconnection Agreement (LGIA), Service Agreement # 09-00789 between ORNI 15 LLC and Sierra Pacific Power Company d/b/a NV Energy,
dated August 18, 2009. 


  

	 	•	 	 Operation and Maintenance Agreement, dated as of September 23, 2011, by and between Ormat Nevada Inc. and ORNI 15 LLC.



  

	 	•	 	 Shared Facilities and Shared Premises Agreement, dated as September 23, 2011, by and between Ormat Nevada Inc., ORNI 15 LLC and ORNI 49 LLC.



  

	 	•	 	 Engineering, Procurement and Construction Contract, dated as September 23, 2011, by and between Ormat Nevada Inc. and ORNI 15 LLC.



  

	 	•	 	 Guaranty, dated as September 23, 2011, by Ormat Technologies, Inc. for the benefit of ORNI 15 LLC. 



 

	 	•	 	 License for Electric Power Plant Site Utilizing Geothermal Resources, Serial No. N-88118, by United States of America, through the Bureau of Land
Management, as licensor, and Ormat Nevada Inc., as licensee, a copy of which was recorded May 19, 2011 in Book 466, Page 247 as Document No. 472509 in the Official Records of Pershing County, Nevada; as assigned to ORNI 15 LLC by
Assignment recorded May 27, 2011 in Book 466, Page 784 as Document No. 472733 in the Official Records of Pershing County, Nevada, as corrected by an instrument issued by the Bureau of Land Management dated August 12, 2011 issued by
the Office of the Bureau of Land Management and recorded August 30, 2011 in Book 470, Page 542 as Document No. 474390, Official Records of Pershing County, Nevada. 










	 	•	 	 Offer to Lease and Lease for Geothermal Resources, Lease Serial Number NVN-77481 dated effective August 1, 2005, executed by United States of
America, through the Bureau of Land Management, as lessor, and Ormat Nevada Inc., as lessee, recorded September 23, 2010 in Book 457, Page 505 as Document No. 367866 in the Official Records of Pershing County, Nevada; as assigned to ORNI
15 LLC by Assignment dated effective March 1, 2009, recorded September 23, 2010 in Book 457, Page 513 as Document No. 367867, and re-recorded February 2, 2011 in Book 463, Page 278 as Document No. 470864 in the Official
Records of Pershing County, Nevada. 


  

	 	•	 	 Offer to Lease and Lease for Geothermal Resources, Lease Serial Number N-74883 dated effective October 1, 2002, executed by United States of
America, through the Bureau of Land Management as lessor and Sierra Nevada Geothermal, Inc. as lessee, recorded September 23, 2010 in Book 457, Page 544 as Document No. 367874 Official Records of Pershing County, Nevada; as
assigned to Ormat Nevada, Inc. by Assignment dated effective August 1, 2003, recorded September 23, 2010, in Book 457, Page 551, as Document No. 367875, Official Records of Pershing County, Nevada; as further assigned to
ORNI 15 LLC by Assignment dated effective April 1, 2009, recorded September 23, 2010, in Book 457, Page 555, as Document No. 367876, and re-recorded February 2, 2011, in Book 463, Page 287 as Document
No. 470866 Official Records of Pershing County, Nevada. 


  

	 	•	 	 Offer to Lease and Lease for Geothermal Resources, Lease Serial Number N-74881 dated effective October 1, 2002, executed by United States of
America, through the Bureau of Land Management, as lessor and Sierra Nevada Geothermal, Inc., as lessee, recorded September 23, 2010 in Book 457, Page 558 as Document No. 367877 Official Records of Pershing County, Nevada; as
assigned to Ormat Nevada Inc. by Assignment dated effective August 1, 2003, recorded September 23, 2010, in Book 457, Page 566, as Document No. 367878, Official Records of Pershing County, Nevada; as assigned to ORNI 15 LLC
by Assignment dated effective April 1, 2009, recorded September 23, 2010, in Book 457, Page 570, as Document No. 367879, and re-recorded February 2, 2011, in Book 463, Page 282 as Document No 470865
Official Records of Pershing County, Nevada. 


  

	 	•	 	 Offer to Lease and Lease for Geothermal Resources, Lease Serial Number NVN-77483 dated effective August 1, 2005, executed by United States of
America, through the Bureau of Land Management, as lessor, and Ormat Nevada, Inc., as lessee, recorded September 23, 2010 in Book 457, Page 516 as Document No. 367868 Official Records of Pershing County, Nevada, and recorded
September 23, 2010, in Book 614, Page 8, as Document No. 258583, and re-recorded February 9, 2011, in Book 619, Page 12 as Document No 259719 Official Records of Lander County, Nevada; as assigned to ORNI 15
LLC by Assignment dated effective April 1, 2009, recorded September 23, 2010, in Book 457, Page 524, as Document No. 367869, and re-recorded February 2, 2011, in Book 463, Page 295 as Document No 470868
Official Records of Pershing County, Nevada, and recorded September 23, 2010, in Book 614, Page 8, as Document No. 258583, and re-recorded February 9, 2011, in Book 619, Page 12 as Document No 259719 Official
Records of Lander County, Nevada. 










	 	•	 	 Offer to Lease and Lease for Geothermal Resources, Lease Serial Number NVN-77482 dated effective August 1, 2005, executed by United States of
America, through the Bureau of Land Management, as lessor, and Ormat Nevada, Inc., as lessee, recorded September 23, 2010 in Book 457, Page 527 as Document No. 367870 Official Records of Pershing County, Nevada, and recorded
September 23, 2010, in Book 614, Page 14, as Document No. 258584, and re-recorded February 9, 2011, in Book 619, Page 5 as Document No 259718 Official Records of Lander County, Nevada; as assigned to ORNI 15
LLC by Assignment dated effective March 1, 2009, recorded September 23, 2010, in Book 457, Page 535, as Document No. 367871, and re-recorded February 2, 2011, in Book 463, Page 291 as Document No 470867
Official Records of Pershing County, Nevada, and recorded September 23, 2010, in Book 614, Page 14, as Document No. 258584, and re-recorded February 9, 2011, in Book 619, Page 5 as Document No 259718 Official
Records of Lander County, Nevada. 


  

	 	•	 	 Right of Way Grant, Serial No. NVN-87409, granted June 4, 2010, executed by the United States of America, through the Bureau of Land Management,
as grantor, and Ormat Nevada, Inc., as grantee, recorded November 4, 2010, in Book 459, Page 460, as Document No. 368627, Official Records of Pershing County, Nevada and recorded November 4, 2010, in Book 617,
Page 62, as Document No. 258993, Official Records of Lander County, Nevada; as amended and assigned by Right-of-Way Grant N-87409 Amended, Right-of-Way Grant N-87409 Assigned (assigned to ORNI 15 LLC and ORNI 49 LLC) filed in the Office of
the Bureau of Land Management by a document dated effective September 13, 2011 and recorded September 13, 2011, in Book 626, Page 0484, as Document No. 0262090, Official Records of Lander County, Nevada; and recorded
September 13, 2011, in Book 471, Page 156 as Document No. 474651, Official Records of Pershing County, Nevada. 


  

	 	•	 	 Right of Way Grant, Serial No. NVN-82304, granted June 12, 2007 by the United States of America, through the Bureau of Land Management, as
grantor, and Ormat Nevada, Inc., as grantee, recorded June 7, 2011 in Book 467, Page 566, as Document No. 472797, Official Records of Pershing County, Nevada; as assigned to ORNI 15 LLC by Assignment recorded June 7, 2011,
in Book 467, Page 579, as Document No. 472798, Official Records of Pershing County, Nevada. 


  

	 	•	 	 Easement Agreement by and between ORNI 45 LLC, as grantor, and ORNI 15 LLC, as grantee, dated as of March 11, 2011, recorded
September 13, 2011, in Book 626, Page 0457 as Document No. 0262087, Official Records Lander County, Nevada. 


  

	 	•	 	 Right of Way Grant, Serial No. N-88391, granted June 4, 2010, executed by the United States of America, through the Bureau of Land Management, as
grantor, and Ormat Nevada, Inc., as grantee, recorded November 4, 2010, in Book 459, Page 450, as Document No. 368626, Official Records of Pershing County, Nevada and recorded November 4, 2010, in Book 617,
Page 75, as Document No. 258994, Official Records of Lander County, Nevada; as amended and assigned by Right-of-Way Grant N-88391 Amended, Right-of-Way Grant N-88391 Assigned (assigned to ORNI 15 LLC and ORNI 49 LLC) filed in the Office of
the Bureau of Land Management by a document dated 










	 	 
effective September 13, 2011 and recorded September 13, 2011, in Book 626, Page 0490, as Document No. 0262091, Official Records of Lander County, Nevada; and recorded
September 13, 2011, in Book 471, Page 163 as Document No. 474652, Official Records of Pershing County, Nevada. 


  

	 	•	 	 Unit Agreement for the Development and Operation of the Jersey Valley Unit Area, dated effective June 1, 2007, executed by Ormat Nevada, Inc.



 ORNI 39 LLC – McGinness Hills 

 

	 	•	 	 Long-Term Firm Portfolio Energy Credit and Renewable Power Purchase Agreement, between ORNI 39 LLC and Nevada Power Company, dated as of
November 4, 2009, as amended by Amendment No. 1 to the Long-Term Firm Portfolio Energy Credit and Renewable Power Purchase Agreement, dated as of July 30, 2010, as amended by Amendment No. 2 to Long-Term Firm Portfolio Energy
Credit and Renewable Power Purchase Agreement, dated as of September 30, 2010. 


  

	 	•	 	 Large Generator Interconnection Agreement (LGIA), Service Agreement # 11-00065 between ORNI 39 LLC and Sierra Pacific Power Company d/b/a NV Energy,
dated June 20, 2011. 


  

	 	•	 	 Operation and Maintenance Agreement, dated as of September 23, 2011, by and between Ormat Nevada Inc., and ORNI 39 LLC.



  

	 	•	 	 Shared Facilities and Shared Premises Agreement, dated as September 23, 2011, by and between Ormat Nevada Inc. ORNI 39 LLC and ORNI 49 LLC.



  

	 	•	 	 Engineering, Procurement and Construction Contract, dated as September 23, 2011, by and between Ormat Nevada Inc. and ORNI 39 LLC.



  

	 	•	 	 Guaranty, dated as September 23, 2011, by Ormat Technologies, Inc. for the benefit of ORNI 39 LLC. 



 

	 	•	 	 License for Electric Power Plant Site Utilizing Geothermal Resources Serial No. N-88831, executed by United States of America through the Bureau of
Land Management as licensor and ORNI 39 LLC, as licensee, a copy of which was recorded August 30, 2011, in Book 625, Page 732, as Document No. 261663 Official Records of Lander County, Nevada. 



 

	 	•	 	 Offer to Lease and Lease for Geothermal Resources, Lease Serial Number NVN-83966 dated effective October 1, 2007, executed by United States of
America through the Bureau of Land Management, as lessor, and Ormat Nevada, Inc., as lessee, recorded September 23, 2010 in Book 614, Page 20 as Document No. 258585 Official Records of Lander County, Nevada; as assigned to ORNI
39 LLC by Assignment recorded November 4, 2010, in Book 617, Page 59, as Document No. 258992, Official Records of Lander County, Nevada. 



 

	 	•	 	 Offer to Lease and Lease for Geothermal Resources, Lease Serial Number NVN-83967 dated effective October 1, 2007, executed by United States of
America through the Bureau of Land Management, as lessor, and Ormat Nevada, Inc., as lessee, recorded September 23, 2010 in Book 614, Page 27 as Document No. 258586 Official Records of











	 	 
Lander County, Nevada; as assigned to ORNI 39 LLC by Assignment recorded November 4, 2010, in Book 617, Page 56, as Document No. 258991, Official Records of Lander County,
Nevada. 


  

	 	•	 	 Geothermal Lease Agreement dated April 20, 2009, executed by Tommie Gerald Lancaster, Janet Lancaster, and Luke G. Lancaster, collectively as
lessor, and Ormat Nevada, Inc., as lessee, as evidenced by that certain Short Form of Geothermal Lease Agreement recorded April 20, 2009 in Book 596, Page 469 as Document No. 253900 Official Records of Lander County, Nevada; as
assigned to ORNI 39 LLC by Assignment and Assumption Agreement recorded October 14, 2010, in Book 615, Page 847, as Document No. 258741, Official Records of Lander County, Nevada; as amended by First Amendment to Geothermal Lease
Agreement dated June 17, 2011, as evidenced by that certain Short Form of First Amendment to Geothermal Lease Agreement recorded June 29, 2011 in Book 623, Page 824 as Document No. 261330 Official Records of Lander County.
(“Lancaster Lease”) 


  

	 	•	 	 Geothermal Lease Agreement dated May 13, 2009, executed by Silver Creek Ranch, Inc., as lessor, and Ormat Nevada, Inc., as lessee, as evidenced by
that certain Short Form of Geothermal Lease Agreement recorded June 2, 2009 in Book 597, Page 634 as Document No. 254216 and re-recorded March 4, 2011 in Book 619, Page 664 as Document No. 260056 Official
Records of Lander County, Nevada; as assigned to ORNI 39 LLC by Assignment and Assumption Agreement recorded November 29, 2010, in Book 617, Page 334 as Document No. 259085, and re-recorded April 18, 2011 in Book 621,
Page 395 as Document No. 260587 Official Records of Lander County, Nevada; as amended by First Amendment to Geothermal Mineral Lease Agreement and Subordination of Right of First Refusal, dated June 17, 2011 as evidenced by that
certain Short Form of First Amendment to Geothermal Mineral Lease Agreement and Subordination of Right of First Refusal recorded June 29, 2011, in Book 623, Page 806 as Document No. 261328, Official Records of Lander County,
Nevada. 


  

	 	•	 	 Right of Way Grant, Serial No. NVN-88978, granted July 19, 2011, executed by the United States of America through the Bureau of Land Management,
as grantor, and ORNI 39 LLC and ORNI 49 LLC, collectively as grantee, recorded August 30, 2011, in Book 625, Page 714 as Document No. 261662, Official Records of Lander County, Nevada. Amended by Decision regarding
Legal Description Review, dated September 13, 2011 executed by the United States of America through the Bureau of Land Management, recorded September 13, 2011 in Book 626, Page 0478, as Document No. 0262089, Official Records of Lander
County, Nevada. 


  

	 	•	 	 Special Use Permit, to be executed by the United States of America through the Forest Service, as grantor, and ORNI 39, LLC, as grantee, and to be
recorded in Official Records of Lander County, Nevada. 


  

	 	•	 	 Right of Way Grant, Serial No. NVN-88979, granted July 19, 2011, executed by the United States of America through the Bureau of Land Management,
as grantor and ORNI 39 LLC and ORNI 49 LLC, collectively as grantee, recorded August 30, 2011, in Book 625, Page 696 as Document No. 261661, Official Records of Lander County, Nevada. Amended by Decision regarding Legal
Description Review, dated September 










	 	 
13, 2011 executed by the United States of America through the Bureau of Land Management, recorded September 13, 2011 in Book 626, Page 0478, as Document No. 0262089, Official Records of
Lander County, Nevada. 


  

	 	•	 	 Unit Agreement for the Development and Operation of the McGinness Hills Unit Area, dated effective June 1, 2008, executed by Ormat Nevada, Inc.



  

	 	•	 	 Road Maintenance Agreement dated as of September 19, 2011 between Lander County, Nevada and ORNI 39 LLC. 



Part 3 – Membership Interests 
 100%
of the membership interests held by OFC 2 in each of the Facility Owners 
 Part 4 – Permits 

Jersey Valley Project 
  

									
	Permit	 	Agency	 	Date	 	Permittee
	 Decision Record and Finding of No
Significant Impact
  
	 	U.S. Department of Energy	 	8/22/2011	 	N/A
	
Geothermal Drilling
 Permits
	 	Well #	 	 U.S. Department of the

Interior -Bureau of Land Management (“BLM”)
	 	 
	 	 14-27

(Production)
	 	 	 Sundry Notices dated

7/11/2008* and 11/14/2008*
  
 7/23/2008
	 	Ormat Nevada Inc.
	 	 14-34

(Injection)
	 	 	9/2/2011	 	Ormat Nevada Inc.
	 	 18A-27

(Production)
	 	 	 6/4/2007

 
 Sundry Notices dated
 3/3/2008, 2/26/2008, 2/26/2008, 3/7/2008, 5/15/2008 and 5/22/2008
	 	Ormat Nevada Inc.
	 	 18B-27

(Other)
	 	 	 Sundry Notice dated

6/2/2011
	 	Ormat Nevada Inc.
	 	 33-33

(Observation

and

Production)
	 	 	 Sundry Notices 9/14/2007*, 11/14/2007*, undated and
11/28/2007*
  
 6/4/2007

7/26/2007
	 	Ormat Nevada Inc.









									
	 	 	 44-28

(Observation)
	 	 	 	 6/4/2007

 
 Sundry Notice dated
 9/14/2007*
	 	Ormat Nevada Inc.
	 	 	44-28 (Production)	 	 	7/26/2007	 	Ormat Nevada Inc.
	 	 	46(57)-28 (Production)	 	 	 12/6/2010

 
 Sundry Notice dated
 1/3/2011
	 	Ormat Nevada Inc.
	 	 	77-28 (Production)	 	 	 12/19/2008

 
 Sundry Notice dated 3/18/2009
	 	Ormat Nevada Inc.
	 	 	77A-28 (Production)	 	 	9/8/2009	 	Ormat Nevada Inc.
	 	 	 78-28

(Other)
	 	 	 Sundry Notice dated

6/2/2011
	 	Ormat Nevada Inc.
	 	 	81-28 (Production)	 	 	 	6/4/2007	 	Ormat Nevada Inc.
	 	 	81A-28 (Production)	 	 	 11/24/2009

 
 Sundry Notices dated
 2/8/2010* and 2/19/2010*, 4/23/2010*
	 	Ormat Nevada Inc.
	 	 	86(87)-28 (Production)	 	 	1/11/2011	 	Ormat Nevada Inc.
	 	 	87-28 (Production)	 	 	 4/9/2009

 
 Sundry Notices dated
 7/24/2009* , 7/24/2009 and 11/20/2009
	 	Ormat Nevada Inc.
	Water Quality Monitoring Wells	 	BLM	 	 
	 	 	NOI - MP-1	 	 	6/29/2011	 	Ormat Nevada Inc.
	 	NOI - MP-2	 	 	6/29/2011	 	Ormat Nevada Inc.
	Site License N-88118	 	BLM	 	12/15/2010	 	Ormat Nevada, Inc., but assigned to ORNI 15, LLC
	Facility Construction Permit	 	BLM	 	5/2010	 	Ormat Nevada, Inc.
	Commercial Use Permit	 	BLM	 	11/12/2010	 	Ormat Nevada, Inc.
	Decision Record and Finding of No Significant Impact - Exploration	 	BLM	 	7/2008	 	N/A
	Decision Record and Finding of No Significant Impact - Gathering System, Well
Field, Plan and Transmission Lines	 	BLM	 	 6/2010 (DR);

5/2010 (FONSI)
	 	N/A









									
	 ROW
NVN-88391 (Short
 Term)
	 	BLM	 	6/4/2010	 	Ormat Nevada, Inc., but assigned to ORNI 15 LLC and ORNI 49
LLC, as tenants in common
	 ROW NVN-87409 (Long

Term)
	 	BLM	 	6/4/2010	 	Ormat Nevada, Inc., but assigned to ORNI 15 LLC and ORNI 49 LLC, as tenants in
common
	 ROW NVN-82304
(Access
Road)
  
	 	BLM	 	4/18/2011	 	Ormat Nevada, Inc., but assigned to ORNI 15 LLC
	 Geothermal
Resource
 Development Permits
 Permit
#
	 	Well #	 	 Nevada Division of

Minerals (“NDOM”)
	 	 
	701	 	 14-27

(Industrial)
	 	 	 7/11/2007

 
 Sundry Notices dated
 1/7/2008**, 6/3/2008** and 12/10/2010**
	 	Ormat Nevada Inc.
	699	 	 18A-27

(Industrial)
	 	 	 7/11/2007

 
 Sundry Notices dated
 1/10/2008, 2/4/2008,
 2/17/2008, 2/25/2008,
 2/29/2008, 3/17/2008,
 3/26/2008, 5/30/2008** and

10/8/2010**
	 	Ormat Nevada Inc.
	700	 	 33-33

(Industrial)
	 	 	7/11/2007	 	Ormat Nevada Inc.
	703	 	 44-28

(Industrial)
	 	 	7/11/2007	 	 
	1160	 	 46(57)-28

(Industrial)
	 	 	 8/27/2010

 
 Sundry Notices dated
 12/8/2010** and 12/28/2010
	 	Ormat Nevada Inc.
	876	 	 77-28

(Industrial)
	 	 	 12/22/2008

 
 Sundry Notice dated
 3/13/2009
	 	Ormat Nevada Inc.
	979	 	 77A-28

(Industrial)
	 	 	 8/14/2009

 
 Sundry Notices dated
 9/16/2010**, 12/10/2010**,
	 	Ormat Nevada Inc.









									
	 	 	 	 	 	 	4/1/2011** and 4/26/2011**	 	 
	
702
	 	 81-28

(Industrial)
	 	 	 	 7/11/2007

 
 Sundry Notice dated 12/10/2010**
	 	Ormat Nevada Inc.
	
1070
	 	 81A-28

(Industrial)
	 	 	 	 12/1/2009

 
 Sundry Notice dated 12/10/2010**
	 	Ormat Nevada
	
1192
	 	 86(87)-28

(Industrial)
	 	 	 	 1/12/2011

 
 Sundry Notices dated 4/26/2011** and 5/31/2011**
	 	Ormat Nevada Inc.
	
902
	 	 87-28

(Industrial)
	 	 	 	 4/9/2009

 
 Sundry Notices dated 4/9/2009**, 7/15/2009, 11/20/2009, 9/16/2010** and
12/10/2010**
	 	Ormat Nevada Inc.
	
1256
	 	 14-34

(Injection)
	 	 	 	8/18/2011	 	ORNI 15 LLC
	 NOI
#
	 	Well #	 	Nevada Division of Water Resources	 	 	 	 
	
67180
	 	MP1	 	 	7/26/2011	 	Ormat Nevada, Inc.
	
67180
	 	MP2	 	 	 	7/26/2011	 	Ormat Nevada, Inc.
	
67180
	 	18B-27	 	 	 	7/26/2011	 	Ormat Nevada, Inc.
	
67180
	 	78-28	 	 	 	7/26/2011	 	Ormat Nevada, Inc.
	Geothermal Project Area Permit 900	 	NDOM	 	4/8/2009	 	Ormat Nevada
	Notice of Intent to Discharge Stormwater Associated with Construction Activities
Under General Permit NVRI00000	 	Nevada Department of Environmental Protection (“NDEP”)	 	 6/25/2010

8/6/2010
	 	Notice of Termination Submitted 5/24/2011
	Underground Injection Control Permit UNEV2011201	 	NDEP	 	1/6/2011	 	ORNI 15, LLC
	CAPP Permit to Construct	 	NDEP	 	9/16/2010	 	Ormat Nevada, Inc.
	Class II AQ Permit to Operate AP4911-2685 (includes Surface Area Disturbance
Permit)	 	NDEP	 	6/14/2010	 	Ormat Nevada, Inc.
	CAPP Permit to Operate	 	NDEP	 	12/17/2010	 	Ormat Nevada, Inc.
	Sewage System Construction Permit GNEVSODS09S0022 ***	 	NDEP	 	7/12/2010	 	Black Eagle Consulting










									
	
Boiler/Pressure Construction
 Permits1
	 	Nevada Department of Business & Industry (“NDBI”)	 	 	 	 
	Boiler/Pressure Operating Permits	 	NDBI	 	2/3/2011	 	Ormat/Jersey Valley Geothermal Power Plant
	9813553	 	 	 	 	 	 
	9813363	 	 	 	 	 	 
	9813362	 	 	 	 	 	 
	9813361	 	 	 	 	 	 
	 9813360
 9813359
	 	 	 	 	 	 
	9813358	 	 	 	 	 	 
	9813357	 	 	 	 	 	 
	9813356	 	 	 	 	 	 
	9813355	 	 	 	 	 	 
	9813354	 	 	 	 	 	 
	9813353	 	 	 	 	 	 
	9813352	 	 	 	 	 	 
	Hazardous Material Permit 14018	 	Nevada State Fire Marshall	 	2/2011	 	Ormat Nevada, Inc.
	Special Use Permit	 	Pershing County	 	1/6/2010	 	Ormat
	Building Permit - Electrical	 	Pershing County	 	7/13/2010	 	Ormat Nevada, Inc.
	Building Permit - Grading	 	Pershing County	 	1/6/2010	 	Ormat
	Building Permit - Foundations	 	Pershing County	 	7/9/2010	 	Ormat Nevada, Inc.
	Certificate of Occupancy	 	Pershing County	 	3/23/2011	 	Ormat Nevada, Inc.
	Special Use Permit	 	Lander County	 	4/14/2010	 	Ormat Nevada, Inc.

  

	*	Denotes instances where, after an inspection of Ormat’s internal records, no corresponding NDOM Sundry Notice could be located. 


	**	Denotes instances where, after an inspection of Ormat’s internal records, no corresponding BLM Sundry Notice could be located. 


	***	Denotes non-material permits. 


 

	1 	 These permits are superseded by the Boiler/Pressure Operating Permits listed below. 









 McGinness Hills Project 
 Part A 
  

									
	
Permit
  
	 	Agency	 	Date	 	Permittee
	
Decision Record and Finding of

No Significant Impact
	 	 U.S. Department
 of Energy
	 	8/22/2011	 	N/A
	 Site License (N-88831)

 
	 	BLM	 	8/24/2011	 	ORNI 39, LLC
	 Facility Construction
Permit
  
	 	BLM	 	8/24/2011	 	ORNI 39, LLC
	 Geothermal Drilling

Permits
 Permit #
	 	Well #	 	BLM	 	 
	 	 	21-15 (Observation)	 	 	 4/9/2009

 
 Sundry Notice dated
 5/11/2009
	 	Ormat Nevada Inc.
	 	27-16 (Production)	 	 	 11/16/2009

 
 Sundry Notice dated
 7/7/2010*
	 	Ormat Nevada Inc.
	 	28-10 (Production)	 	 	 7/23/2009

 
 Sundry Notices dated
 2/19/2010*,
 11/18/2010,
 3/18/2011*,
 3/18/2011* and
 3/18/2011
	 	Ormat Nevada Inc.
	 	28A-10 (Production)	 	 	6/25/2010	 	Ormat Nevada Inc.
	 	31-15 (Production)	 	 	5/11/2009	 	Ormat Nevada Inc.
	 	38-10 (Observation)	 	 	5/11/2009	 	Ormat Nevada Inc.
	 	61-22 (Production)	 	 	4/12/2010	 	Ormat Nevada Inc.
	 	67-9 (Observation)	 	 	10/13/2010	 	Ormat Nevada Inc.
	 	67-15 (Production)	 	 	 8/11/2010

 
 Sundry Notice dated
 10/5/2010*
	 	Ormat Nevada Inc.
	 	86-16 (Production)	 	 	 7/23/2009

 
 Sundry Notices dated

2/19/2010 and
 3/18/2011*
	 	Ormat Nevada Inc.









									
	 	  	 88-16 (Production)

 
	  	 	  	9/23/2009	  	Ormat Nevada Inc.
	  	88-16 (Other)	  	  	10/13/2010	  	Ormat Nevada Inc.
	 FONSI / DR /
ROW - Exploration
	  	BLM	  	4/2009	  	N/A
	 FONSI / DR / ROW -
Gathering
 System, Well Field, Plan and

Transmission Lines
	  	BLM	  	7/2011	  	N/A
	 ROW NVN-88979 (Construction
-
 Short Term)
	  	BLM	  	7/19/2011	  	 ORNI 39 LLC and ORNI

49 LLC, as tenants in

common

	ROW NVN-88978 (Long Term)	  	BLM	  	7/19/2011	  	 ORNI 39 LLC and ORNI

49 LLC, as tenants in

common

	 Geothermal

Resource
 Development

Permits
	  	Well #	  	NDOM	  	 	  	 
	 903
	  	 21-15

(Observation)
	  	  	 4/13/2009

 
 Sundry Notice dated
 5/8/2009
	  	Ormat Nevada Inc.
	 1067
	  	27-16 (Industrial)	  	  	11/9/2009	  	Ormat Nevada Inc.
	 943
	  	28-10 (Industrial)	  	  	 7/28/2009

 
 Sundry Notices dated
 11/22/2010 and
 2/11/2011
	  	Ormat Nevada Inc.
	 1145
	  	28A-10 (Industrial)	  	  	6/25/2010	  	Ormat Nevada Inc.
	 910
	  	 38-10

(Observation)
	  	  	5/8/2009	  	Ormat Nevada Inc.
	 1047
	  	 58B(P)-22

(Industrial)
	  	  	10/1/2009	  	Ormat Nevada
	 1044
	  	 57A(P)-22

(Industrial)
	  	  	10/1/2009	  	Ormat Nevada
	 1115
	  	57C-22	  	  	2/18/2010	  	Ormat Nevada
	 1043
	  	 58A(P)-22

(Industrial)
	  	  	10/1/2009	  	Ormat Nevada
	 1046
	  	 58B(O)-22

(Observation)
	  	  	10/1/2009	  	Ormat Nevada
	 1073
	  	61-22 (Industrial)	  	  	1/5/2010	  	Ormat Nevada Inc.
	 915
	  	 61-22 (Thermal

Gradient)
	  	  	5/22/2009	  	Ormat Nevada Inc.









									
	
1048
	 	 66A(O)-22

(Observation)
	  	 	  	10/1/2009	  	Ormat Nevada
	 1049
	 	 66B(P)-22

(Industrial)
	  		  	 10/1/2009

 
 Sundry dated
 2/11/2011
	  	Ormat Nevada
	 1157
	 	67-15 (Industrial)	  		  	8/11/2010	  	Ormat Nevada Inc.
	 916
	 	 67-22 (Thermal

Gradient)
	  		  	5/22/2009	  	Ormat Nevada Inc.
	 917
	 	 73-22 (Thermal

Gradient)
	  		  	5/21/2009	  	Ormat Nevada Inc.
	 918
	 	 83-22 (Thermal

Gradient)
	  		  	5/22/2009	  	Ormat Nevada Inc.
	 919
	 	 85-22 (Thermal

Gradient)
	  		  	5/22/2009	  	Ormat Nevada Inc.
	 944
	 	86-16 (Industrial)	  		  	 7/28/2009

 
 Sundry Notice
 2/23/2010
	  	Ormat Nevada Inc.
	 971
	 	 88-16 (Thermal

Gradient)
	  	 	  	8/14/2009	  	Ormat Nevada
	Geothermal Project Area Permit 901	  	NDOM	  	4/10/2009	  	Ormat Nevada Inc.
	Surface Area Disturbance Permit (AP4911-2860)	  	NDEP	  	8/3/2011	  	ORNI 39, LLC
	Surface Area Disturbance Permit (AP4911-2861)	  	NDEP	  	8/3/2011	  	WWW Construction Inc.
	 Notice of Intent to
Discharge
 Stormwater Associated with

Construction Activities Under
 General Permit
NVRI00000
	  	NDEP	  	7/22/2011	  	WWW Construction Inc.
	CAPP Permit to Construct	  	NDEP	  	6/27/2011	  	Ormat Nevada, Inc.
	Temporary Permit to Appropriate Water 81081T	  	 Nevada Division of Water
 Resources
	  	8/18/2011	  	ORNI 39
	Special Use Permit	  	Lander County	  	10/13/2010	  	Ormat Nevada, Inc.
	Building Permit (Plant Site)	  	Lander County	  	8/24/2011	  	McGinness Hills/Ormat Inc.
	Encroachment Permit	  	Lander County	  	8/25/2011	  	ORNI 39









			
	
Permit
  
	  	
Agency
  

	 Commercial Use Permit

 
	  	 BLM

 

	 Archaeological Resources Protection Act
permit
  
	  	 BLM

 

	 Special Use Permit

 
	  	 United States Forest Service

 

	 Sewage System Construction Permit Authorization
***
  
	  	 NDEP

 

	 Underground Injection Control Permit

 
	  	 NDEP

 

	 Class II AQ Permit to Operate

 
	  	 NDEP

 

	 CAPP Permit to Operate

 
	  	 NDEP

 

	 Sewage
System Notice of Inclusion under General Permit GNEVOSD09 (this will come after construction) ***
  
	  	 NDEP

 

	 Boiler/Pressure Construction Permits

 
	  	 NDBI

 

	 Boiler/Pressure Operating Permits

 
	  	 NDBI

 

	 Hazardous Material Permit

 
	  	 Nevada State Fire Marshall

 

	 UEPA Permit

 
	  	 Nevada PUC

 

	 Certificate of Occupancy

 
	  	 Lander County

 

	 Septic/ISDS Permit ***

 
	  	 Lander County

 


  

	*	Denotes instances where, after an inspection of Ormat’s internal records, no corresponding NDOM Sundry Notice could be located. 


	**	Denotes instances where, after an inspection of Ormat’s internal records, no corresponding BLM Sundry Notice could be located. 


	***	Denotes non-material permits 








 Tuscarora Project 
 Part A 
  

									
	Permit	  	Agency	  	Date	  	Permittee
	Decision Record and Finding of No Significant Impact	  	U.S. Department of Energy	  	8/22/2011	  	N/A
	 FONSI / DR / ROW (t-line
and
 access road)
	  	BLM	  	 Issued 3/2008, supplemented  

7/2011
  
	  	N/A
	ROW NVN-089982	  	BLM	  	7/29/2011	  	 ORNI 42 LLC and ORNI 49
LLC
  

	ROW NVN-089518	  	BLM	  	7/29/11	  	ORNI 42 LLC and ORNI 49 LLC
	Clean Water Section 404 Permit	  	United States Army Corps of Engineers	  	8/26/2011	  	 ORNI 42

 

	 Notice of Intent to Discharge
Stormwater Associated with Construction Activities Under General Permit NVRI00000
  
	  	Nevada Department of Environmental Protection (“NDEP”)	  	2/18/2011	  	ORNI 42 LLC
	CAPP Permit to Construct	  	NDEP	  	4/28/2011	  	 Ormat Nevada, Inc.

 

	 Class II AQ Surface Area
Disturbance Permit to Operate AP4911-2791 (includes Surface Area Disturbance Permit)
  
	  	NDEP	  	3/14/2011	  	ORNI 42 LLC
	 Class II AQ Permit to Operate
(AP4911-2453)
  
	  	NDEP	  	8/14/2008	  	HSS II
	Section 401 Certification	  	NDEP	  	 6/13/2011

8/26/2011
	  	Tuscarora Project
	 Geothermal Resource
Development  
 Permits
	  	Well #	  	Nevada Division of Minerals (“NDOM”)	  	 
	945	  	18-5 (Industrial) 	  	 	  	8/10/2009	  	HSS II, LLC
	946	  	35-17 (Industrial) 	  	 	  	8/10/2009	  	HSS II, LLC
	947	  	43-17 (Industrial) 	  	 	  	8/10/2009	  	HSS II, LLC
	948	  	46-17 (Industrial) 	  	 	  	8/10/2009	  	HSS II, LLC
	 	  	 	  	 	  	 	  	 









									
	 716
	 	53-8 (Industrial,
hand noted
Production)	  	 	 	9/24/2007  

Sundry Notice
dated 9/30/2007
	 	T G Power
LLC
	
689
	 	57-8 (Industrial,
hand noted
Production)	  	 	 	3/20/2007  
 Sundry Notices
dated 12/13/2007, 
7/23/2009,
5/4/2010 and
6/22/2010
	 	T G Power
LLC
	
949
	 	64-5 (Industrial)	  	 	 	8/10/2009	 	HSS II, LLC
	
675
	 	65-8 (Industrial)	  	 	 	1/17/2007  
 Sundry Notices
dated 7/9/2007,
7/30/2007 and
6/22/2010
	 	T G Power,
LLC
	
1144 
	 	65A-8 (Industrial)	  	 	 	6/22/2010	 	Ormat
Nevada/HSS II 
	
1174 
	 	65B(64)-8
(Industrial)	  	 	 	10/12/2010  
 Sundry Notice
dated 11/3/2010
	 	HSS II, a
subsidiary of
Ormat Nevada
Inc.
	
923
	 	66-5 (Re-entry) 	  	 	 	6/26/2009  
 Sundry Notices
dated 6/26/2009
and 4/9/2010
	 	HSS II, LLC
	
1151
	 	66A-5 (Industrial)	  	 	 	7/22/2010	 	HSS II, a
subsidiary of
Ormat Nevada
Inc.
	
690
	 	72-8 (Industrial,
hand noted
Production)	  	 	 	3/20/2007  
 Sundry Notices
dated 6/29/2007,
7/30/2007,
8/30/2007 and
11/8/2008
	 	T G Power
LLC
	
1204 
	 	87A-5 (Industrial)	  	 	 	3/14/2011	 	HSS II, a
subsidiary of
Ormat Nevada
Inc.
	
674
	 	87-5 (Observation) 	  	 	 	11/14/2006  
 Sundry Notice
dated 1/18/2008
	 	T G Power,
LLC









							
	 Temporary Permit to Work in Waterways TNEV2011442

 
	  	NDEP	  	6/1/2011	  	Ormat Nevada, Inc.
	Underground Injection Control Permit
(UNEV2005203)	  	NDEP	  	 6/6/2008

 
 Transfer Notice dated 2/23/2009
	  	HSS II, LLC
	 Boiler/Pressure Construction Permits
	  	 Nevada Department of Business &

Industry
  
	  	 	  	 
	
9813857
	  	 	  	6/10/2011	  	 Ormat Nevada,

Inc.

	 9813858
 9813859

9813860
 9813861
 9813862

9813863
 9813864
 9813865

9813866
 9813867
 9813870

9813871
 9813872
 9813873

9813874
 9813875
 9813876

9813877
 9813878
 9813879

9813880
 9813881
	  	 	  	6/13/2011	  	Ormat Nevada, Inc.
	 9814014
 9814015

9814016
	  	 	  	8/1/2011	  	Ormat Nevada, Inc.
	 9814019
 9814020

9814021
	  	 	  	8/2/2011	  	Ormat Nevada, Inc.
	
9813882
	  	 	  	8/11/2011	  	Ormat Nevada, LLC
	 9813868
 9813869
	  	 	  	8/23/2011	  	 Ormat Nevada, LLC

 

	 Permit
to Appropriate Water 80549
	  	 Nevada Division of Water
Resources
 (“NDWR”)
  
	  	7/11/2011	  	HSS II, LLC
	 	  	 	  	 	  	 









							
	Permit to Appropriate Water 80550	 	 NDWR

 
	 	7/11/2011 	 	HSS II, LLC 
	Permit to Appropriate Water 70146	 	 NDWR

 
	 	7/20/2010	 	HSS II, LLC
	Occupancy Permit # 200298	 	 Nevada Department of Transportation

(“NDOT”)
  
	 	8/25/2011	 	ORNI 42 LLC 
	 ROW for Gravel Approach to SR 226

(Permit #109985)
	 	 NDOT

 
	 	6/4/2009	 	HSS II, LLC 
	Extension Letter, Re: Permit # 109985	 	 NDOT

 
	 	5/31/2011	 	Ormat
	Conditional Use Permit	 	 Elko County

 
	 	3/29/2011	 	ORNI 42 LLC 
	Building Permit - Grading	 	Elko County	 	2/22/2011	 	Ellison
Ranching
Company
	Zoning Change and Reduction of Required Road Width	 	Elko County Planning Commission	 	3/29/2011	 	ORNI 42 LLC 

 Part B 
  

			
	Permit	  	Agency
	Archaeological Resources Protection Act Permit	  	BLM
	CAPP Permit to Operate	  	NDEP
	Underground Injection Control Permit	  	NDEP
	Sewage System Construction Permit ***	  	NDEP
	Boiler/Pressure Operating Permits	  	NDBI
	Hazardous Material Permit	  	Nevada State Fire Marshall/Elko County
	Certificate of Occupancy	  	Elko County

 *** Denotes non-material permits. 







 EXHIBIT B 
 Filing Location for Deeds of Trust 
 ORNI 15/ Jersey Valley Facility - Pershing and Lander
Counties, Nevada 
 ORNI 39/McGinness Hills Facility - Lander County, Nevada 
 HSS II/ORNI 42/Tuscarora Facility - Elko County, Nevada 







 EXHIBIT C 
 Form of Funding Date Flow of Funds Memo 
  

					
	 To:    
	  	Wilmington Trust Company, as Trustee
		  	1100 North Market Street
		  	Wilmington, Delaware 19890-1605
		  	Attention: Corporate Trust Administration
		
		  	Wilmington Trust Company, as Depository
		  	1100 North Market Street
		  	Wilmington, Delaware 19890-1605
		  	Attention: Corporate Trust Administration
		
		  	[The Purchasers of the Tranche]
		
		  	Loan Guarantee Program
		  	U.S. Department of Energy
		  	Attention: Director of Portfolio Management
		  	1000 Independence Avenue, SW
		  	Room 4B-150
		  	Washington, DC 20585
		
		  	John Hancock Life Insurance Company (U.S.A.)
		  	as Administrative Agent
		  	197 Clarendon Street
		  	Boston, MA 02166
		  	Attention: Bond and Corporate Finance, C-2
			
		  	Re:    	  	OFC 2 LLC, ORNI 15 LLC, ORNI 39 LLC, HSS II, LLC and ORNI 42 LLC
Flow of funds in connection with the Funding Date

 Ladies and Gentlemen: 
 This Funding Date Flow of Funds Memo is delivered pursuant to Section 4.14 of the Indenture of Trust and Security Agreement (the “Security Agreement”) dated as of September 23, 2011
among OFC 2 LLC and the other Issuers named therein (collectively, the “Issuers”), Wilmington Trust Company, as trustee (the “Trustee”), and Wilmington Trust Company, as depository (the “Depository”), in connection with
the transactions occurring on [            ] (the “Funding Date”). All capitalized terms used in this Funding Date Flow of Funds Memo shall have their respective meanings
set forth in the Security Agreement, unless otherwise defined herein. 







 The undersigned hereby certify that, on the Funding Date, the Depository shall receive, in
immediately available funds, wire transfers in the amounts and from the institutions listed below (the “Proceeds”): 
  

			
	 Amount of Wire Transfer
	  	 Originating Institution

	 $[            ]
	  	
	 $[            ]
	  	
	 $[            ]
	  	

 Upon receipt of the Proceeds, the Depository shall apply such funds as follows: 

[only applicable provisions to be included] 

 

	 	1.	as required by Section 3.02(a) of the Security Agreement, $[            ] of the Proceeds shall
be deposited by the Depository in the Construction Account established by the Depository pursuant to the Security Agreement; 

  

	 	2.	as required by Section 3.02(b) of the Security Agreement, $[            ] of the Proceeds
(representing only Equity Contributions by the Sponsor) will be deposited in the following Construction Subaccount(s) established by the Depository pursuant to the Security Agreement: 


 

	 	    	[Facility Phase] Construction Subaccount - $[            ] 


 

	 	3.	as required by Section 3.02(d) of the Security Agreement, $[            ] of the Proceeds
(representing only Equity Contributions by the Sponsor) will be deposited in Interest During Construction Subaccount established by the Depository pursuant to the Security Agreement; 


 

	 	4.	As required by Section 3.02(e) of the Security Agreement, $[            ] of the Proceeds shall
be deposited by the Depository in the Revenue Account established by the Depository pursuant to the Security Agreement. 

  

	 	5.	as required by Section 3.02(g) of the Security Agreement, $[            ] of the Proceeds shall
be deposited by the Depository in the Debt Service Reserve Account established by the Depository pursuant to the Security Agreement; 

  

	 	6.	as required by Section 3.02(i) of the Security Agreement, $[            ] of the Proceeds will
be deposited in the Performance Level Reserve Account established by the Depository pursuant to the Security Agreement; 

  

	 	7.	as required by Section 8.8(c) of the Note Purchase Agreement, $[            ] of the Proceeds
shall be paid to John Hancock Life Insurance Company (U.S.A.), as Administrative Agent, as the Structuring Fee, to be disbursed as follows: 

  

					
	[amount]	  	John Hancock Life Insurance Company (U.S.A.)	  	[wire instructions]


  
 -2-










	 	8.	as required by Section 14.1 of the Note Purchase Agreement and Section 4.04 of the Security Agreement, the following amounts shall be paid to the following
Persons: 

  

					
	[amount]	  	Day Pitney LLP	  	[wire instructions]
	[amount]	  	Lionel Sawyer & Collins	  	[wire instructions]
	[amount]	  	Luminate	  	[wire instructions]
	[amount]	  	Wilmington Trust Company	  	[wire instructions]
	[amount]	  	Moore-McNeil	  	[wire instructions]
	[amount]	  	GeothermEx Inc.	  	[wire instructions]
	[amount]	  	EMA	  	[wire instructions]
	[amount]	  	Morris James LLP	  	[wire instructions]
	[amount]	  	Clifford Chance US LLP	  	[wire instructions]
	[amount]	  	Chadbourne & Parke LLP	  	[wire instructions]
	[amount]	  	Holland & Hart LLP	  	[wire instructions]

  

	 	9.	$[            ] shall be transferred to the Issuers in immediately available funds to the following
wire instructions: 

 [insert applicable wire instructions] 

  
 -3-









 IN WITNESS WHEREOF, each of the undersigned has caused this Funding Date Flow of Funds Memo
to be delivered by its duly authorized officer this          day of             ,
            . 
  

			
	OFC 2 LLC



			
		
	By:	 	Ormat Nevada Inc., its managing member



			
		
	By:	 	
 




			
	Name:	 	
 




			
	Title:	 	
 




			
	
	ORNI 15 LLC



			
		
	By:	 	OFC 2 LLC, its managing member
		
	By:	 	Ormat Nevada Inc., its managing member



			
		
	By:	 	
 




			
	Name:	 	
 




			
	Title:	 	
 




			
	
	ORNI 39 LLC



			
		
	By:	 	OFC 2 LLC, its managing member
		
	By:	 	Ormat Nevada Inc., its managing member



			
		
	By:	 	
 




			
	Name:	 	
 




			
	Title:	 	
 




			
	
	ORNI 42 LLC



			
		
	By:	 	OFC 2 LLC, its managing member
		
	By:	 	Ormat Nevada Inc., its managing member


  

			
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 -4-










			
	
	HSS II, LLC
		
	By:	 	OFC 2 LLC, its managing member
		
	 By:
	 	Ormat Nevada Inc., its managing member
		
	By:	 	  

	Name:	 	  

	 Title:
	 	  




  
 -5-









 ACKNOWLEDGED AND APPROVED 
 OFC 2 NOTEHOLDER TRUST 
  

			
	By:	 	 
		 	Name:
		 	Title:

 UNITED STATES DEPARTMENT OF ENERGY 
  

			
	By:	 	 
		 	Name:
		 	Title:

 RECEIPT ACKNOWLEDGED: 
 WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Trustee 
  

			
	By:	 	 
		 	Name:
		 	Title:

 WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Depository 

 

			
	By:	 	 
		 	Name:
		 	Title:

 JOHN HANCOCK LIFE INSURANCE COMPANY, not in its individual capacity, but solely as Administrative Agent 

 

			
	By:	 	 
		 	Name:
		 	Title:


  
 -6-









 EXHIBIT D 
 Form of Construction Withdrawal Certificate 
  

					
	 To:    
	  	Wilmington Trust Company, as Depository
		  	1100 North Market Street
		  	Wilmington, Delaware 19890-1605
		  	Attention: Corporate Trust Administration
		
		  	John Hancock Life Insurance Company (U.S.A.)
		  	as Administrative Agent
		  	197 Clarendon Street
		  	Boston, MA 02166
		  	Attention: Bond and Corporate Finance, C-2
		
		  	[Independent Engineer]
			
	 Re:
	  		  	OFC 2 LLC, ORNI 15 LLC, ORNI 39 LLC, HSS II, LLC and ORNI 42 LLC –
Requested Withdrawal from Construction Account

 This Construction Withdrawal Certificate is delivered pursuant to Section 3.03(a)(iii) of the
Indenture of Trust and Security Agreement (the “Security Agreement”) dated as of September 23, 2011 among OFC 2 LLC and the other Issuers named therein (collectively, the “Issuers), Wilmington Trust Company, as trustee (the
“Trustee”), and Wilmington Trust Company, as depository (the “Depository”). All capitalized terms used in this Construction Withdrawal Certificate shall have their respective meanings set forth in the Security Agreement, unless
otherwise defined herein. 
 1.        The following is the status of engineering,
procurement and construction activities for the Facility Phases compared to the schedule therefor: 
 [Issuers to complete
– attach a copies of progress reports provided by Sponsor or Replacement Obligor under EPC Agreement and change orders under Construction and Supply Contracts] 








2.        (a)        The undersigned hereby request that
the amounts indicated below (the “Requested Amounts”) for each Facility Phase be withdrawn from the Construction Account and transferred to the Construction Subaccount for such Facility Phase: 

 

							
	 Applicable Facility Phase
	  	Scheduled
Transfer to
Construction
Subaccount (A)	  	Amount on
Deposit in
Construction
Subaccount (B)	  	Requested Amount
(A-B)
	 McGinness Hills Phase I
	  		  		  	
	 McGinness Hills Phase II
	  		  		  	
	 Tuscarora Phase I
	  		  		  	
	 Tuscarora Phase II
	  		  		  	

 (b)        The following is a summary of the Actual Costs
incurred since the last Construction Withdrawal Certificate for each Facility or to be incurred and to be paid with the transfers described in clause (a) above: 
  

					
	 Applicable Facility
	  	Amount of Actual Costs
incurred or to be incurred
since last
Construction
Withdrawal Certificate	  	Detailed Description of Actual
Costs (including items purchased
or services
rendered)
	 McGinness Hills Phase I
	  		  	
	 McGinness Hills Phase II
	  		  	
	 Tuscarora Phase I
	  		  	
	 Tuscarora Phase II
	  		  	

 (c)        Copies of bills or other written evidence of
individual Project Costs owing to Persons who are not Affiliates of the Issuers in excess of $100,000 (or a lower Material amount for any Facility) and copies of bills or other written evidence of individual Project Costs owing to any Affiliate of
the Issuers in any amount described in subparagraph (b) above are attached as Schedule 1 hereto (describing the Material items purchased and/or the Material services rendered), together with all other pertinent schedules, statements, invoices,
change orders or other information related thereto. 

  
 -2-









 (d)        The following Equity Contributions have
been made under the Equity Contribution Agreement to each Construction Subaccount since the last Construction Withdrawal Certificate for each Facility: 
  

					
	 Construction Subaccount
	  	Amount of Base Equity
Contributions deposited in
Construction Subaccounts
since last
Construction
Withdrawal Certificate	  	Amount of Contingent Equity
Contributions (in addition to Base
Equity
Contributions) since last
Construction Withdrawal
Certificate
	 McGinness Hills Phase I
	  		  	
	 McGinness Hills Phase II
	  		  	
	 Tuscarora Phase I
	  		  	
	 Tuscarora Phase II
	  		  	

 The certificate of a Responsible Officer of the Sponsor described in Section 1.1(a)(ii) of the
Equity Contribution Agreement with respect to such Equity Contributions is attached hereto. 

(e)        As indicated in the reconciliation2 set forth below, after giving effect to the withdrawal of the
Requested Amounts from the Construction Account, Funds Available to Pay Project Costs will be sufficient to pay all Project Costs remaining to be paid or incurred with respect to the Facility(ies) (a statement describing the Actual Costs and
Budgeted Costs by major expense category and explaining any significant variation between Actual Costs and Budgeted Costs is attached as Schedule 2 hereto): 
  

							
	 Applicable Facility
	  	Actual Costs for the
quarter during which a
withdrawal is sought	  	Budgeted Costs for the
quarter during which a
withdrawal is sought	  	Remaining Project
Costs to be incurred
to complete such
Facility Phase
	 McGinness Hills Phase I
	  		  		  	

  

	2 	Applicable only for a Facility Phase that has not achieved Project Completion. 


  
 -3-










							
	 Applicable Facility
	  	Actual Costs for the
quarter during which a
withdrawal is sought	  	Budgeted Costs for the
quarter during which a
withdrawal is sought	  	Remaining Project
Costs to be incurred
to complete such
Facility Phase
	 McGinness Hills Phase II
	  		  		  	
	 Tuscarora Phase I
	  		  		  	
	 Tuscarora Phase II
	  		  		  	
		  		  	Total Remaining
Project Costs for all
Facilities:	  	
		  		  		  	  


  

			
	 Funds Available to Pay Project Costs (after
giving effect to
the requested transfer of the
Requested Amounts)
	  	
Total Remaining Project Costs for all Facilities
(after giving effect to the payment of the
Actual
Costs described in subparagraph (b)
above

		  	

  

			
	 Permitted Investments
	  	 Income/(Loss)

		  	

 (f)        The following Material disputes between any Issuer and
the Sponsor or any Replacement Obligor under any EPC Agreement or other Material contractor, materialman or supplier relating to any Facility Phase have occurred since the date of the last Construction Withdrawal Certificate: 

[complete] 
  

	 	3.	        The undersigned hereby certify, represent and warrant that, as of the date hereof: 


 

	 	(a)	the representations and warranties in Section 5 of the Note Purchase Agreement and in Section 2 of the Security Agreement are true and correct as of the date
hereof (unless such representations and warranties relate to a specific date), (B)


  
 -4-









 no Default or Event of Default has occurred and is continuing, and (C) there has been
no Material adverse change to the business, Property or condition (financial or otherwise) of any Issuer (other than the Jersey Valley PPA Default prior to the Funding Date for the Series B Notes) or OTEC that would impair its performance of its
obligations with respect to any Facility; 
  

	 	(b)	all insurance policies required by Section 9.4 of the Note Purchase Agreement are in full force and effect; 


 

	 	(c)	all of the Operative Documents with respect to the Facilities for which funds are sought are in full force and effect; 


 

	 	(d)	all Material Applicable Permits required as of the date hereof in connection with the Facilities are in full force and effect without any Governmental Authority to the
Knowledge of the Issuers having commenced, or threatened in writing to commence, any proceedings to withdraw, condition, modify, revoke or suspend any such Material Applicable Permit, and the following Material Applicable Permits have been issued
since the date of the last Construction Withdrawal Certificate: [complete]; 

  

	 	(e)	waivers of liens have been obtained from all contractors, subcontractors, suppliers and materialmen who have provided services, labor, materials or equipment in
connection with the Facility Phases with a payment value in excess of $100,000 in the aggregate for which funds are sought and there are no written claims of mechanics’ or materialmen’s liens in excess of $100,000 in the aggregate for all
Facility Phases (other than Permitted Liens), and copies of such lien waivers are attached hereto; 

  

	 	(f)	the Title Policies have been endorsed to date as required by Section 3.03(a)(iii) of the Security Agreement, and copies of such endorsements are attached hereto;


  

	 	(g)	[with respect to any transfer to a Construction Subaccount that relates to a Facility Phase that is being funded with a Phase II Tranche for which the Issuers have
elected the Phase II 100% Option, the Phase II Tranche Reserve Available Amount is at least equal to the Phase II Tranche Reserve Minimum Amount;] 

  

	 	(h)	the entire amount of the Requested Amounts will be used to fund each Construction Subaccount in order to pay, or to reimburse the Issuers for the Issuers’ prior
payment of, Project Costs for the Facility Phase to which such Construction Subaccount relates; 

  

	 	(i)	the Facility Phase(s) for which the Requested Amounts are requested have not been subject to an Event of Loss unless such Event of Loss is fully covered by insurance
and such Event of Loss is being addressed in accordance with Section 4.06 of the Security Agreement; and 


  
 -5-










	 	(j)	the Issuers have not suspended or abandoned construction of the Project or any Phases thereof (which shall not include delays caused by any event of force majeure or
action taken by a Governmental Authority or default by party under a Major Project Document), or, to the extent there has been a temporary suspension and there are outstanding invoices due and payable, the Independent Engineer has confirmed that
taking into account the expected duration of such suspension, there shall be sufficient time for the Facility Phase(s) subject to such suspension to achieve the Commercial Operation Date (as required under such Facility’s Power Purchase
Agreement. 

 [for Construction Withdrawal Certificate delivered on Project Completion for any Facility Phase] [As
of the date hereof, Phase I of the [            ] Facility has achieved Project Completion. Without limiting the generality of the previous sentence, the undersigned hereby certify,
represent and warrant that, as of the date hereof: (i) such Facility Phase has achieved the “Commercial Operation Date” under the Facility’s Power Purchase Agreement; (ii) such Facility Phase has achieved “Substantial
Completion” and a successful “Performance Test” under the relevant EPC Agreement (which in the case of Project Completion for Phase II of the McGinness Hills Facility or Phase II of the Tuscarora Facility will only measure the net
generation capacity of that Phase II that exceeds the net generation capacity of Phase I of that same Facility, as that Phase I net generation capacity for that Facility is reflected in the Updated Pro Forma prepared for the Buy Down Date for Phase
I of that Facility); (iii) attached hereto are (A) evidence of the payment of all costs of the design, construction and equipping of such Facility Phase (other than punch list items and any such costs then being disputed by the Issuers,
which dispute will not have a Material Adverse Effect if they remained unpaid), (B) releases of liens, duly executed by all contractors, vendors and suppliers of labor, equipment, materials or services related to the construction or equipping
of such Facility Phase each valued in excess of $100,000 unless the Required Senior Creditors have made a determination as to such lien as provided in clause (iii)(A) above; (iv) all conditions precedent to the completion and commercial
operation of such Facility Phase in all Major Project Documents and all Material Applicable Permits applicable to such Facility Phase have been satisfied and that such Facility Phase complies with each such Major Project Document and Material
Applicable Permit in each case in all Material respects; (v) all relevant Major Project Documents (including amendments of the Power Purchase Agreement for such Facility where needed) not previously provided to the recipients of this
Certificate are attached; (vi) no Default or Event of Default has occurred and is continuing; (vii) attached hereto is a Reservoir Consultant report based on nine months of actual operation of such Facility Phase commencing with the
Commercial Operation Date under the relevant Power Purchase Agreement; (viii) all Material Applicable Permits required to commence and operate the Facility Phase are in full force and effect and the Issuers are in compliance in all Material
respects thereunder, and copies of such Material Applicable Permits are attached (to the extent not previously provided); (ix) such Facility Phase is free and clear of all liens except Permitted Liens; and (x) all fees, expenses and other
amounts due under the Loan Documents as of the date of this Construction Withdrawal Certificate have been paid in full; and (xi) the an itemized list of the remaining Project Costs to be paid with respect to such Facility Phase, including punch
list 

  
 -6-









 items, is attached hereto, and the total amount of such remaining Project Costs is
$[            ] (the “Post Completion Date Costs”). The Depository is hereby directed to withdraw from the Construction Account for deposit in the Construction Subaccount
for such Facility Phase an amount equal to 150% of the Post Completion Date Costs (less any amounts already in deposit in such Construction Subaccount). Also attached hereto are an as-built ALTA/ACSM survey of the Project Land for such Facility
Phase, including the location of the interconnection, transmission and similar facilities, which surveys have been certified to the Trustee and the Administrative Agent. 
 By their approval of this Construction Withdrawal Certificate, the Administrative Agent and the Independent Engineer acknowledge that the conditions to the achievement of the Completion Date for Phase
[    ] of the [            ] Facility have been satisfied to their satisfaction. 
 IN WITNESS WHEREOF, each of the undersigned has caused this Construction Withdrawal Certificate to be delivered by its duly authorized officer this
             day of             ,             .

  

			
	OFC 2 LLC



			
		
	By:	 	Ormat Nevada Inc., its managing member



			
		
	By:	 	
 




			
	Name:	 	
 




			
	Title:	 	
 




			
	
	ORNI 15 LLC



			
		
	By:	 	OFC 2 LLC, its managing
		
	By:	 	Ormat Nevada Inc., its managing member



			
		
	By:	 	
 




			
	Name:	 	
 




			
	Title:	 	  




  
 -7-










			
	
	ORNI 39 LLC



			
		
	By:	 	OFC 2 LLC, its managing


  

			
	By:	 	Ormat Nevada Inc., its managing member



			
		
	By:	 	
 




			
	Name:	 	
 




			
	Title:	 	
 




			
	
	ORNI 42 LLC



			
		
	By:	 	OFC 2 LLC, its managing member
		
	By:	 	Ormat Nevada Inc., its managing member



			
		
	By:	 	
 




			
	Name:	 	
 




			
	Title:	 	
 




			
	
	HSS II, LLC



			
		
	By:	 	OFC 2 LLC, its managing
		
	By:	 	Ormat Nevada Inc., its managing member



			
		
	By:	 	
 




			
	Name:	 	
 




			
	Title:	 	  



 APPROVED: 

[ADMINISTRATIVE AGENT] 
  

			
	 By:
	 	  

		 	        Name:
		 	        Title:
	
	 [INDEPENDENT ENGINEER]

		
	 By:
	 	  

		 	        Name:
		 	        Title:


  
 -8-









 SCHEDULE 1 
 RELATED BILLS AND INVOICES 

  
 -9-









 SCHEDULE 2 
 STATEMENT OF ACTUAL COSTS AND BUDGETED COSTS 

  
 -10-









 EXHIBIT E 
 Form of Insurance Withdrawal Certificate 
  

	To:	Wilmington Trust Company, as Depository 

 1100 North Market Street 
 Wilmington, Delaware 19890-1605 

Attention: Corporate Trust Administration 
 John Hancock Life Insurance Company (U.S.A.) 
 as Administrative Agent 

197 Clarendon Street 
 Boston, MA 02166 
 Attention: Bond and Corporate Finance, C-2 

 

	 	Re:	OFC 2 LLC – Requested Withdrawal from Insurance and Condemnation Proceeds Account 


This Insurance Withdrawal Certificate is delivered pursuant to Section 4.06(d) of the Indenture of Trust and Security Agreement (the
“Security Agreement”) dated as of September 23, 2011 among OFC 2 LLC and the other Issuers named therein (collectively, the “Issuers”), Wilmington Trust Company, as trustee (the “Trustee”) and Wilmington Trust
Company, as depository (the “Depository”). All capitalized terms used in this Insurance Withdrawal Certificate shall have their respective meanings set forth in the Security Agreement, unless otherwise defined herein. 

1.    (a)    The undersigned hereby requests that the amounts indicated below be withdrawn from
the Insurance and Condemnation Proceeds Account and applied by the Depository as indicated below: 
  

			
	 Amount of Requested Withdrawal from
Insurance and Condemnation
Proceeds Account
  
	 	
Wire Transfer Instruction for such Withdrawal

 

	
$[                    ]

 
	 	
[                    ]

 


 (b)    The amount[s] requested for withdrawal pursuant to subparagraph (a) above
(the “Requested Amount”) shall be used for the payment of, or as reimbursement for the prior payment of, the following Restoration Costs: 








			
	 Amount of Restoration Costs to be paid
or for which
reimbursement is sought
  
	 	
Detailed Description of Restoration
Costs (including items purchased or
services rendered)

 

	
$[                    ]

 
	 	 

 (c)    Copies of bills or other written evidence of the Material items purchased
and/or the Material services rendered included in the Restoration Costs described in subparagraph (b) above are attached as Schedule 1 hereto, together with all other pertinent schedules, statements, invoices, change orders or other information
related thereto. 
 (d)    As indicated in the reconciliation set forth below, after giving effect to the
withdrawal of the Requested Amount from the Insurance and Condemnation Proceeds Account, the amounts remaining on deposit in the Insurance and Condemnation Proceeds Account with respect to the Event of Loss affecting the Facility Phase, together
with other amounts contributed to, or otherwise committed or available to the Issuers, shall be sufficient to pay the Projected Total Restoration Costs of such Facility Phase: 

 

							
	 Requested
Restoration Costs  

for which a
withdrawal is
sought
  
	 	
Amounts remaining on

deposit after giving effect to

such withdrawal (including
any amounts deposited
therein by the Issuers)
  
	 	 Other
amounts
contributed to or
otherwise committed
or available to
the Issuers
  
	 	
Remaining
Projected Total  

Restoration Costs  
 to be
incurred
  

	 	 	 	 	 	 	 

 2.    The undersigned hereby certifies, represents and warrants that, as of the date
hereof: 
 (a)    all of the Restoration Costs set forth in paragraph 1(b) above have been paid, are
presently due and payable, or shall be due and payable within one month; 
 (b)    none of the Restoration
Costs set forth in paragraph 1(b) above has been the subject of any prior payment requests submitted to the Depository; and 

(c)    the entire amount of the Requested Amount shall be used to pay, or to reimburse the Issuers for the
Issuers’ prior payment of, the costs set forth in paragraph 1(b) above, and none of such amounts have been the subject of any prior payment request. 
 IN WITNESS WHEREOF, the undersigned has caused this Insurance Withdrawal Certificate to be delivered by its duly authorized officer this          day of
                    . 

  
 -2-









 OFC 2 LLC 

By: Ormat Nevada Inc., its managing member 

By: _________________________ 

Name: _______________________ 
 Title: ________________________ 
 ORNI 15 LLC 

By: OFC 2 LLC, its managing member 

By: Ormat Nevada Inc., its managing member 

By: _________________________ 

Name: _______________________ 
 Title: ________________________ 
 ORNI 39 LLC 

By: OFC 2 LLC, its managing member 

By: Ormat Nevada Inc., its managing member 

       By: _________________________ 

         Name: _______________________ 

       Title: ________________________ 

ORNI 42 LLC 
 By: OFC 2 LLC, its managing member 
 By: Ormat Nevada Inc., its
managing member 
        By: ___________________________ 

       Name: __________________________ 

       Title: ________________________ 

  
 -3-









 HSS II, LLC 

By: OFC 2 LLC, its managing member 

By: Ormat Nevada Inc., its managing member 

       By: _________________________ 

       Name: _______________________ 

       Title: ________________________ 

APPROVED: 
 [ADMINISTRATIVE AGENT] 

By:_____________________ 
 Name:

 Title: 

[INDEPENDENT ENGINEER] 

By:_____________________ 
 Name:

 Title: 

  
 -4-









 Schedule 1 to Insurance Withdrawal Certificate 

RELATED BILLS AND INVOICES 







 EXHIBIT F 
 Form of Operating Expense Certificate 
  

	To:	Wilmington Trust Company, as Depository 

 1100 North Market Street 
 Wilmington, Delaware 19890-1605 

Attention: Corporate Trust Administration 
  

	 	Re:	OFC 2 LLC – Request of amounts in excess of the Budgeted Amount for deposit in the Operating Account 


This Operating Expense Certificate is delivered pursuant to Section 3.03(e)(ii) of the Indenture of Trust and Security Agreement
dated as of September 23, 2011 (the “Security Agreement”) amongst OFC 2 LLC and the other Issuers named therein (collectively, the “Issuers”), Wilmington Trust Company, as trustee (the “Trustee”), and Wilmington
Trust Company, as depository (the “Depository”). All capitalized terms used in this Operating Expense Certificate shall have their respective meanings set forth in the Security Agreement, unless otherwise defined herein. 

1.    The undersigned hereby request that the amount listed below be withdrawn from the Revenue Account and deposited
in the Operating Account for application as payment of Operating Expenses: 
  

							
	Amount of
Requested
Withdrawal from
Revenue Account	 	
Budgeted
 Amount for

current
month
	 	Amount on
Deposit in
Operating Account
plus
Requested
Transfer	 	Amount by which prior transfers
to
Operating Account this year, together
with this transfer to Operating
Account, exceed amount budgeted for
Operating Expenses Operating Budget
for this year
	 	 	 	 	 	 	 

 2.    [The undersigned hereby certifies that (a) after making the transfer
requested herein, the amount transferred to the Operating Account for this calendar year shall not exceed the Budgeted Amount for this calendar year by more than ten percent (10%)] OR [Attached hereto is the written consent of the Required Senior
Creditors, consenting to the requested withdrawal from the Revenue Account.] 
 3.    The Issuer Revenues
for the preceding month for the Jersey Valley Facility were $            , the Operating Expenses for the preceding month for the Jersey Valley Facility were
$            , and the PPA Shortfall Payments for the preceding calendar month were $            . 

IN WITNESS WHEREOF, each of the undersigned has caused this Operating Expense Certificate to be delivered by its duly authorized officer
this              day of                     . 







 OFC 2 LLC 

By: Ormat Nevada Inc., its managing member 

By: _________________________ 

Name: _______________________ 
 Title: ________________________ 
 ORNI 15 LLC 

By: OFC 2 LLC, its managing member 

By: Ormat Nevada Inc., its managing member 

By: _________________________ 

Name: _______________________ 
 Title: ________________________ 
 ORNI 39 LLC 

By: OFC 2 LLC, its managing member 

By: Ormat Nevada Inc., its managing member 

       By: _________________________ 

       Name: _______________________ 

       Title: ________________________ 

ORNI 42 LLC 
 By: OFC 2 LLC, its managing member 
 By: Ormat Nevada Inc., its
managing member 
        By: ___________________________ 

  
 -2-









        Name: __________________________

        Title: ________________________ 

HSS II, LLC 
 By: OFC 2 LLC, its managing member 
 By: Ormat Nevada Inc., its
managing member 
        By: _________________________ 

       Name: _______________________ 

       Title: ________________________ 

  
 -3-