LOAN AGREEMENT Dated March 22, 2018 LOAN AGREEMENT for Ormat Technologies, Inc. as Borrower with The Lenders Listed in Part II of Schedule 1

SCHEDULE 1

THE PARTIES

SCHEDULE 2

FORM OF ASSIGNMENT AGREEMENT

SCHEDULE 3

FORM OF COMPLIANCE CERTIFICATE

SCHEDULE 4

SUBORDINATED SHAREHOLDER LOANS CONDITIONS

SCHEDULE 5

REPAYMENT SCHEDULE

SCHEDULE 6

PREPAYMENT FEE

SCHEDULE 7

FORM OF TRANSFER CERTIFICATE

SCHEDULE 8

UTILISATION REQUEST

SCHEDULE 9

CONDITIONS PRECEDENT

1.

Definitions and Interpretation

1.1

Definitions

(a)

the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee in December 2010, each as amended;

(b)

the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text" published by the Basel Committee in November 2011, as amended; and

(c)

any further guidance or standards published by the Basel Committee relating to paragraph (a) or (b) above.

(a)

is or becomes public information other than as a direct result of any breach by that Finance Party of Clause 30 (Confidential Information); or

(b)

is known by that Finance Party before the date the information is disclosed to it or is obtained by that Finance Party from a third party (other than the Borrower or any of its Affiliates) after that date and which, as far as that Finance Party is aware after clarifying with such third party, does not have confidentiality obligations to the Borrower and/or its Affiliates with respect to the information disclosed.

(a)

Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU No 648/2012); and

(b)

Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87EC and repealing Directives 2006/48/EC and 2006/49/EC.

(a)

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Loan (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b)

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i)

from performing its payment obligations under the Finance Documents; or

(ii)

from communicating with other Parties in accordance with the terms of the Finance Documents,

(a)

this Agreement;

(b)

a Transfer Certificate;

(c)

the Utilization Request; and

(d)

any other document designated as such by the Lenders and the Borrower.

(a)

any Original Lender; and

(b)

any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 20 (Changes to the Lenders).

(a)

in relation to an Original Lender, the amount set opposite its name under the heading "Loan Amount" in Part II of Schedule 1 (The Parties) and any other Loan Amount transferred to it under this Agreement; and

(b)

in relation to any other Lender, the Loan Amount transferred to it under this Agreement,

(a)

the business, prospects, assets (whether tangible or intangible), properties, results of operations (including cash flows) or financial condition (including its liabilities (including contingent liabilities)), of the Group, taken as a whole; or

(b)

the ability of the Borrower to conduct its business in the manner in which it is currently operated; or

(c)

the ability of the Borrower to perform its obligations under the Finance Documents; or

(d)

the rights or remedies of any Finance Party under any of the Finance Documents.

(a)

subject to paragraph (c) below if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b)

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c)

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

(a)

its jurisdiction of incorporation; and

(b)

any jurisdiction where it conducts its business.

(a)

the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(b)

the date on which a Lender executes the relevant Assignment Agreement or Transfer Certificate.

1.2

Construction

(a)

Unless a contrary indication appears, any reference in this Agreement to:

(i)

any Finance Party, any Lender, the Borrower or any Party shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents.

(ii)

assets includes present and future properties, revenues and rights of every description.

(iii)

control shall bear the meaning ascribed to such term in Section 1 of the Securities Law and, without derogating from the generality of the foregoing, a general partner of a limited partnership shall be deemed to control such partnership.

(iv)

a Finance Document or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated.

(v)

indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent.

(vi)

a person includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality).

(vii)

a regulation includes any Israeli or US regulation, treaty, rule, official directive, request or guideline (whether or not having the force of law) of any governmental or regulatory body, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation, including, the guidelines of the Israeli Supervisor of Banks with respect to proper conduct of banking affairs (“Hora’ot ▇▇▇▇▇ Bankai Takin”) as well as any guidelines (“Hozrim”) of the Israeli Commissioner of the Capital Markets, Insurance and Savings Division, or any other request or guideline of any such banking or capital markets, insurance and savings authority.

(viii)

a law includes any Israeli or US statute, law and regulation.

(ix)

means of control shall bear the meaning assigned to such term in Section 1 of the Israeli Banking (Licensing) Law, 1981.

(x)

Any reference to a certain rating by a Credit Rating Agency in a Finance Document is stated in accordance with Standard & Poors Maalot's rating scale as at the date of this Agreement. However, (A) such reference will be changed to conform to any change in Standard & Poors Maalot's rating scale; and (B) without derogating from the above, any such reference shall also be construed, as a reference to any equivalent rating received by any other Credit Rating Agency (at the applicable time).

(xi)

a provision of law is a reference to that provision as amended or re-enacted. and

(xii)

a time of day is a reference Tel-Aviv time.

(b)

Section, Clause and Schedule headings are for ease of reference only.

(c)

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(d)

A Default (other than an Event of Default) is continuing if it has not been remedied or waived and an Event of Default is continuing if it has not been remedied or waived.

1.3

Currency symbols and definitions

1.4

Third party rights

(a)

Unless expressly provided to the contrary in a Finance Document a person who is not a Party is not intended to, and shall not have any rights to enforce or to enjoy the benefit of any term of this Agreement.

(b)

Notwithstanding any term of any Finance Document the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

2.

The Loan

2.1

The Loan

2.2

Finance Parties' rights and obligations

(a)

The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b)

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from the Borrower is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of the Loan or any other amount owed by the Borrower which relates to a Finance Party's participation in the Loan or its role under a Finance Document, is a debt owing to that Finance Party by the Borrower.

(c)

A Finance Party may, except as specifically provided otherwise in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents (but subject to any law and regulation, they will cooperate to enforce such rights together).

3.

Purpose

3.1

Purpose

3.2

Monitoring

4.

Conditions of Utilisation

4.1

The Lenders will only be obliged to make the Loan if, on the date of the Utilization Request and on the proposed Utilization Date:

(a)

the Lenders have received:

(i)

all of the documents and other evidence listed in Schedule 9 (Conditions Precedent) in form and substance satisfactory to the Lenders; and

(ii)

a duly completed Utilization Request, in accordance with the provisions of Clause 5.1 (Delivery of a Utilisation Request) below.

(b)

no Default is continuing or would result from the Loan; and

(c)

all representations made by the Borrower under the Finance Documents are true.

4.2

The Lenders shall be entitled to waive any of the Conditions Precedent set out in Clause 4.1(a) above.

5.

Utilisation of the loan

5.1

Delivery of a Utilisation Request

(a)

the Utilisation Request is delivered to lenders on the date of the execution of this Agreement.

(b)

the amount of the requested loan is the total amount of the Loan (USD 100,000,000).

(c)

The currency specified in the Utilisation Request is US dollars.

(d)

The proposed Utilisation Date specified in the Utilisation Request will be 3 (three) Business days following the date hereof.

5.2

Advancing the Loan

6.

Repayment of loan

6.1

a principal amount of USD 63,000,000 (sixty three million) of the Loan shall be repaid in 15 (fifteen) equal semi-annual instalments, every March 15 and September 15, with the first payment being on September 15, 2021 and the last repayment date being September 15, 2028.

6.2

a principal amount of USD 37,000,000 (thirty seven million) of the Loan shall be repaid in one bullet payment on March 15, 2029 (the "Last Repayment Date"),

7.

Prepayment

7.1

Illegality

(a)

that Lender shall promptly notify the Borrower upon becoming aware of that event;

(b)

Upon that Lender notifying the Borrower, the Borrower shall repay without any Prepayment Fee, penalty or premium all of the Lender's participation in the outstanding amounts of the Loan (but without derogating from any other obligations (including financial obligation from any kind) of the Borrower to such Lender under the Finance Documents), on (A) with respect to events specified in paragraphs (i)-(ii) of the opening paragraph of this clause 7.1 (Illegality) - the last day of the Interest Period occurring after that Lender has notified the Borrower or, if earlier, the date specified by that Lender in the notice delivered to the Borrower (being no earlier than 30 days after notice of the Lender is delivered to the Borrower); and (B) with respect to events specified in paragraphs (iii) of the opening paragraph of this clause 7.1 (Illegality) - the date specified by that Lender in the notice delivered to the Borrower.

7.2

Voluntary prepayment of the Loan

(a)

The Borrower may, if it gives the Lenders not less than thirty (30) Business Days' (or such shorter period as the Lenders may agree) prior notice, prepay the whole or any part of the principal amount of the Loan, together with Prepayment Fee as set forth in Clause 10 (fees). Any partial prepayment shall be made on an Interest Payment Date.

(b)

A prepayment of part of the principal amount of the Loan pursuant to this Clause 7.2 must be in a minimum amount of USD 10,000,000 (ten million US Dollars) and an integral multiple of USD 5,000,000 (five million US Dollars).

7.3

Restrictions

(a)

Any notice of prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the prepayment is to be made and the amount of that prepayment.

(b)

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid, and (if applicable) any Prepayment Fee payable under this Agreement, without any additional premium or penalty.

(c)

The Borrowers shall not repay or prepay all or any part of the Loan except at the times and in the manner expressly provided for in this Agreement.

(d)

The Lenders may agree on a shorter notice period for a voluntary prepayment in respect of the Loan.

(e)

The Borrower shall not be entitled to re-borrow any amount prepaid on account of the Loan.

7.4

Application of prepayments

(a)

All prepayments of the Loan under this Clause 7 or Clause 12.4, other than a prepayment of a specific Lender's participation in the Loan pursuant to Clause 7.1(b) above or Clause 12.4 (Increased Costs) below, shall be applied pro rata to each Lender's participation in the Loan.

(b)

All prepayments of the Loan under this Clause 7 and Clause 12.4, other than a prepayment of a specific Lender's participation in the Loan pursuant to Clause 7.1(b) above shall be applied on a pro rata basis from each payment of the Loan.

8.

Interest

8.1

Interest rate

8.2

Payment of interest

8.3

Default interest and Increased Interest

(a)

Increased Interest

(i)

If at any time during the term of this Agreement, the Financial Indebtedness to EBITDA Ratio (as defined in Clause 17.1 below) is equal to or higher than 4.5, then, as of the date at which the relevant financial statements tested pursuant to Clause 17.3 (Testing) below were drawn up and so long as no consolidated financial statements of the Borrower evidencing that such deviation is cured have been published, the interest rate on all the sums then outstanding on account of the Loan shall be increased by 0.5% per annum over the then applicable interest rate on the Loan.

(ii)

If at any time during the term of this Agreement, the rating of the Borrower drops below ▇▇▇, then, so long as the rating remains below ▇▇▇, the interest rate on all principal amounts outstanding of the Loan shall be increased by the Additional Rate Key (as defined below) and this for the period commencing on the date of publishing of such rating by the relevant Credit Rating Agency and until the full repayment of the Loan or until the relevant Credit Rating Agency updates the rating of the Borrower to ▇▇▇ or higher, according to the earlier. Any change in the rating outlook of the Borrower or any change in rating of the Borrower due to a change in the methodology or rating scales of the applicable Credit Rating Agency shall not be deemed a change in the rating and shall not have any effect on (either by way of increase or decrease of) the then applicable interest rate applicable on the Loan.

(iii)

In any case where more than one of paragraphs (i)-(ii) above has been triggered (and only as long as such paragraphs are applied together), there will be no aggregation of Increased interests and only the provisions of the paragraph that entails the highest increased interest will apply.

(b)

Default Interest

(i)

If the Borrower fails to pay any amount payable by it under the Finance Documents on its due date (whether such amount constitutes a Loan or any other amount payable under this Agreement), interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which is equal to the rate of the interest of the Loan at such time plus 2% per annum.

(ii)

Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

(c)

Any increased interest under paragraph (a) above (subject to the provisions of paragraph (a)(iii) above) and any default interest under paragraph (b) above shall be calculated cumulatively.

(d)

Any default interest or increased interest arising under paragraph (b) above shall be immediately payable by the Borrower on demand by the Lenders.

9.

Interest Periods

9.1

Interest Period

(a)

The Interest Periods for the Loan shall be (i) from the Utilization Date until the first Interest Payment Date and (ii) thereafter, from one Interest Payment Date to the next, until the Last Repayment Date.

(b)

An Interest Period shall not extend beyond the Discharge Date.

9.2

Non-Business Days

10.

Fees

10.1

Prepayment Fee

10.2

Non-Refundable Fees

11.

Tax Gross Up and Indemnities

11.1

Definitions

(a)

In this Agreement:

(i)

sections 1471 to 1474 of the Code or any associated regulations;

(ii)

any treaty, law of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law referred to in paragraph (i) above; or

(iii)

any agreement pursuant to the implementation of any treaty, law referred to in paragraph (i) or (ii) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

(b)

Unless a contrary indication appears, in this Clause 11 a reference to "determines" or "determined" means a determination made in the absolute discretion of the person making the determination.

11.2

Tax gross-up

(a)

The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b)

The Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Lenders accordingly. Similarly, a Lender shall notify the Borrower on becoming so aware in respect of a payment payable to that Lender.

(c)

If a Tax Deduction is required by law to be made by the Borrower, the amount of the payment due from the Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. The Borrower is not required to pay any increase under this Clause 11.2(c) to the extent the relevant Tax Deduction is in respect of a (i) Tax imposed as a result of a present or former connection between the relevant Lender and the jurisdiction imposing such Tax (other than connections arising solely from such Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Finance Document, or sold or assigned an interest in the Loan), Tax imposed on or measured by net income (however denominated), franchise Tax, or branch profits Tax, (ii) Tax imposed on amounts payable to or for the account of the relevant Lender with respect to an applicable interest in the Loan pursuant to a law in effect on the date on which (x) such Lender acquires such interest in the Loan (other than pursuant to an assignment request by the Borrower) or (y) such Lender changes its lending office, except in either case, to the extent that such Taxes gave rise to increased payment under the first sentence of this Clause 11.2(c) to such Lender's assignor immediately before such Lender became an assignee thereof or to such Lender immediately before it changed its lending office, (iii) Tax attributable to such Lender’s failure to provide the Borrower with an accurate, current and complete executed copy of IRS Form W-8 or W-9 (or other applicable Tax documentation, as applicable) claiming the maximum available exemption from US withholding Tax and FATCA, (iv) Tax imposed under FATCA or (v) Tax imposed on income under Israeli Law.

(d)

If the Borrower is required to make a Tax Deduction, it shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(e)

Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower shall deliver to the Finance Party entitled to the payment a statement or other evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

11.3

Tax indemnity

(a)

The Borrower shall (within three Business Days of demand by the relevant Protected Party) pay to that Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

(b)

A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Borrower of the event which will give, or has given, rise to the claim.

(c)

A Protected Party shall, on receiving a payment from the Borrower under this Clause 11.3, notify the other Finance Parties.

(d)

Clause 11.3(a) above shall not apply to the extent a loss, liability or cost (i) is compensated for by an increased payment made under Clause 11.2 (Tax gross-up), or (ii) is in respect of one of the exclusions in Clause 11.2(c) (Tax gross-up).

11.4

Stamp taxes

11.5

VAT

11.6

Tax Credit

12.

Increased Costs

12.1

Increased costs

(a)

The Borrower shall, within 30 Days of a demand delivered by a Finance Party to the Borrower, pay for the account of that Finance Party the amount of any Increased Costs incurred directly by that Finance Party as a result of:

(i)

the introduction of or any change in (or in the interpretation, administration or application by any Government Authority having jurisdiction over such Finance Party of) any applicable law after the date of this Agreement;

(ii)

the implementation or application of or compliance with Basel III, Solvency II or CRD IV or any other law which implements Basel III, Solvency II or CRD IV (whether such implementation, application or compliance is required by a government, or regulator of a Finance Party).

(b)

In this Agreement Increased Costs means:

(iii)

a reduction in the rate of return from the Loan;

(iv)

additional or increased costs; or

(v)

a reduction of any amount due and payable by the Borrower under any Finance Document,

(c)

Clause 12.1 (Increased costs) does not apply to the extent any Increased Cost:

(i)

is attributable to a Tax Deduction required by law to be made by the Borrower;

(ii)

is compensated for in accordance with the provisions of Clause 11.3 (Tax indemnity) or would have been compensated for under Clause 11.3 (Tax indemnity) but was not so compensated solely because of any of the exclusions in paragraph (d) of Clause 11.3 (Tax indemnity); or

12.2

Increased cost claims

(a)

A Finance Party intending to make a claim pursuant to Clause 12.1 (Increased costs) shall notify the Borrower of the event giving rise to the claim and the amount of the claim.

(b)

Each Finance Party shall, as soon as practicable after a demand by the Borrower, provide a certificate and relevant details confirming the amount of its Increased Costs.

12.3

Mitigation

(a)

Each Finance Party shall take reasonable steps to mitigate any circumstances which arise and which result or would result in any Increased Cost being payable to that Finance Party. The foregoing does not in any way limit the obligations of the Borrower under the Finance Documents.

(b)

The Borrower shall indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of any direct step taken by it under this Clause.

(c)

A Finance Party is not obliged to take any step under this Clause, if to do so will be prejudicial to it.

12.4

Prepayment

13.

Other Indemnities

13.1

The Borrower shall within 30 Days of demand delivered by a Finance Party to the Borrower, indemnify each Finance Party against any direct cost, loss or liability incurred by that Finance Party as a result of:

(a)

the occurrence of any Event of Default;

(b)

a failure by the Borrower to pay any amount due under a Finance Document on its due date;

(c)

a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.

13.2

The Borrower shall indemnify (within 10 Days of demand delivered by a Finance Party to the Borrower), defend and hold harmless the Finance Parties and the Indemnified Parties from and against any and all direct liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel in connection with any investigative, administrative or judicial proceeding commenced or threatened), that may be imposed on, incurred by, or asserted against any Finance Party or the Indemnified Parties in any manner relating to or arising out of (i) any breach by an the Borrower of its obligations under, or any misrepresentation by the Borrower as contained in the Finance Documents, (ii) the use or intended use of the proceeds of the Loan in a manner which constitutes a violation of any law, or (iii) the past, present or future violation of any Environmental Laws by or related to the Borrower or any member of the Group whether or not caused by or within the control of such member of the Group.

13.3

A Finance Party shall, as soon as reasonably practicable after receiving a claim by a third party in respect of which that Finance Party claims an indemnity under Clause 13.2 above, give notice of that third party claim to the Borrower. Without derogating from the provisions of Clauses 13.2 and 13.3 above, the Lenders will allow the Borrower, subject to any law or regulation and provided that no such permission shall cause any harm to the Lenders, to lead the defence proceedings (at the Borrower's expense) and will reasonably cooperate with the Borrower with respect to the defence.

13.4

The Borrower shall promptly indemnify the Lenders against any direct cost, loss or liability incurred by the Lenders as a result of: (a) investigating any event which they reasonably believe is a Default; or (b) acting or relying on any notice, request or instruction given by or on behalf of the Borrower or any representative of the Borrower, which it reasonably believes to be genuine, correct and appropriately authorised, if such notice, request or instruction was not genuine, correct or appropriately authorised, as applicable.

13.5

the Borrower shall promptly indemnify the Lenders and each Delegate against any loss or liability and reasonable costs incurred by any of them as a result of the exercise (or failure to exercise) of any of the rights, powers, discretions and remedies vested in each Delegate by the Finance Documents or by law.

14.

Costs and Expenses

14.1

Transaction expenses

(a)

this Agreement and any other documents referred to in this Agreement; and

(b)

any other Finance Documents executed after the date of this Agreement.

14.2

Amendment costs

14.3

Enforcement costs

15.

Representations

15.1

Status

(a)

It is a corporation, duly organised under the laws of its jurisdiction of organisation.

(b)

It and each Material Group Company has the power to own its assets and carry on its business as it is being conducted.

(c)

It and each Material Group Company is in good standing and authorized and qualified to conduct business in each jurisdiction where such authorization or qualification is required (except where an absence of a negligible authorisation which does not adversely affects the Borrower's or each of the Material Subsidiary's ongoing business, or the ability of the Borrower to perform its obligations herein).

15.2

Binding obligations

15.3

Non-conflict with other obligations

(a)

any law applicable to it;

(b)

its constitutional documents; or

(c)

any agreement or instrument binding upon it or any of its assets or constitute a default or termination event (however described) under any such agreement or instrument.

15.4

Power and authority

(a)

It has the power to enter into, perform and deliver, and has taken all necessary action (including any applicable entity action) to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

(b)

No limit on its powers will be exceeded as a result of the borrowing, or giving of indemnities contemplated by the Finance Documents.

15.5

Validity and admissibility in evidence

(a)

All Authorisations required or desirable:

(i)

for the conduct of the business, trade and ordinary activities of the Borrower and any Material Group Company;

(ii)

to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents; and

(iii)

to make the Finance Documents admissible in evidence in its Relevant Jurisdiction,

(b)

It is not aware of:

(i)

any steps to revoke, cancel, challenge or annul any Authorisation, the loss of which has or is reasonably likely to have a Material Adverse Effect; or

(ii)

any reason why any Authorisation, the loss of which has or is reasonably likely to have a Material Adverse Effect, will not be renewed when it expires;

15.6

Security Interests

(a)

The Borrower has not created any lien or charge over any of its assets, except for Permitted Liens.

(b)

No member of the Group has created any lien or charge over any of its assets, in any manner that is prohibited under Clause 18.3 (Negative Pledge).

15.7

No requirements with respect to the Lenders

(a)

in order to enable any Finance Party to enforce its rights under any Finance Document; or

(b)

by reason of the execution of any Finance Document or the performance by it of its obligations under any Finance Document,

15.8

Solvency

(a)

The Borrower is not "insolvent", within the meaning of the Israeli Companies Ordinance [New Version] 5743-1983 or the Bankruptcy Code, or unable to pay its debts and liabilities (including contingent, future or subordinated) when due, nor could it be deemed by a court to be insolvent or unable to pay such debts when due, nor, in any such case, will it become so as a result of entering into this Agreement, or performing any transaction contemplated by the Finance Documents.

(b)

No:

(i)

corporate action, legal proceeding or other procedure or step described in Clause 19.7 (Insolvency proceedings);

(ii)

legal proceeding for the bankruptcy, winding-up, insolvency, reorganization of or for any moratorium or other similar legal proceeding with respect to the Borrower; or

(iii)

creditors' process described in Clause 19.8 (Creditors' process),

15.9

No filing or stamp taxes

15.10

No default

15.11

No misleading information

(a)

All factual information provided by the Borrower in connection with the Finance Documents was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

(b)

All information provided by the Borrower in any of its recent financial statements was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

(c)

There is no other fact or circumstance relating to its affairs that has not been disclosed to the Lenders where such non-disclosure renders any of that information misleading in any material respect and all expression of expectation, intention, belief and opinion contained in any of that information were made honestly on reasonable grounds after due and careful consideration.

(d)

The Borrower has not omitted to supply any information which, if disclosed, would make any other information referred to in paragraph (a) above untrue or misleading in any material respect.

(e)

At the Utilization Date, nothing has occurred since the date information referred to in paragraph (a) above was supplied which, if disclosed, would make that information untrue or misleading.

15.12

Financial statements

(a)

The Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied.

(b)

The Original Financial Statements fairly represent its financial condition as at the end of the relevant financial year and operations during the relevant financial year.

(c)

There has been no material adverse change in the assets, business or consolidated financial condition of the Group, as a whole, since the date of the Original Financial Statements.

15.13

Borrower's Reports

15.14

Pari passu ranking

15.15

No proceedings pending or threatened

15.16

Previous proceedings

15.17

Immunity

15.18

Anti-corruption law

(a)

Neither the Borrower nor to the best of the Borrower's knowledge, other any member of the Group is in violation of any applicable anti-bribery or anti-corruption law enacted in any Relevant Jurisdiction. The Borrower and each other member of the Group maintain at all times adequate systems, controls and procedures to prevent its employees from engaging in bribery or making other unlawful payments prohibited under any applicable anti-bribery or anti-corruption law enacted in Relevant Jurisdiction. Neither the Borrower nor any other member of the Group, nor to the Borrower's knowledge, any employee acting in his or her capacity as such or other person acting on behalf of them has offered, promised, paid, received, requested or agreed to receive a bribe or other unlawful payment or offered, promised or given any financial or other advantage to a foreign public official (or to a third party at the request or acquiescence of the foreign public official) in an attempt to influence them in their capacity as a foreign public official to obtain or retain business, or to obtain an advantage in the conduct of business, where such offer, promise or payment is not permitted under applicable laws.

(b)

The operations of the Group are conducted in compliance with applicable financial record keeping and reporting requirements of all applicable money laundering and anti-terrorism financing laws, regulations and rules of the jurisdictions in which the Group conducts business and any related or similar applicable regulations, rules or guidelines issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”), and:

(i)

no suit, action or proceeding in respect of any Money Laundering Laws by or before any court or governmental agency, authority or body or any arbitrator involving the Borrower or any other member of the Group or any of their respective employees (in their capacity as such), is pending or threatened; and

(ii)

neither the Borrower nor any other member of the Group or any of their respective employees (in their capacity as such), has:

(A)

used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity;

(B)

made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds;

(C)

caused any of their respective Affiliates or Subsidiaries to be in violation of any provision of any supranational, national, local or other law regulating the payments of bribes to government officials or employees; or

(D)

made any bribe, rebate, pay-off, influence payment, kickback or other unlawful payment.

15.19

Sanctioned Persons

15.20

Environmental Matters

15.21

Environmental Laws

(a)

The Borrower and any other members of the Group are to the best of the Borrower's knowledge in compliance with Clause 15.20 (Environmental matters), except for such non-compliance which does not have a Material Adverse Effect and, to the Borrower's knowledge, no circumstances have occurred which would prevent such compliance in a manner or to an extent which has or is reasonably likely to have a Material Adverse Effect.

(b)

No material Environmental Claim has been commenced or to the Borrower's knowledge is threatened in writing against the Borrower or any other member of the Group, where that claim has or is reasonably likely, if determined against such entity, to have a Material Adverse Effect.

15.22

Controlling shareholder

15.23

Repetition

(a)

the date of the Utilisation Request; and

(b)

the first day of each Interest Period.

16.

Information Undertakings

16.1

Financial statements

(a)

as soon as the same become available, but in any event within 120 days after the end of each of its financial years, the audited consolidated financial statements of the Borrower for that financial year.

(b)

as soon as the same become available, but in any event within 90 days after the end of each Quarter of each of its financial years, the consolidated reviewed financial statements of the Borrower for that Quarter.

(c)

Publication of the financial statements mentioned in (a) and (b) above on the Magna or the ▇▇▇▇▇ websites, shall be deemed as their delivery to the Lenders as required hereunder.

16.2

Compliance Certificate

(a)

The Borrower shall supply to the Lenders, within 7 business days of the publication or delivery of the financial statements pursuant to paragraph (a) or (b) of Clause 16.1 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 17 (Financial Covenants) as at the date as at which those financial statements were drawn up.

(b)

Each Compliance Certificate shall be signed by the CFO of the Borrower.

16.3

Information: miscellaneous

(a)

The Borrower shall supply to each Lender a copy of:

(i)

all documents dispatched by it to its shareholders (or any class of them) as such or its creditors generally, at the same time as they are dispatched;

(ii)

promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against the Borrower or any member of the Group, and which might reasonably be expected to have a Material Adverse Effect.

(iii)

promptly, such further information regarding the financial condition (including any questions that the Lenders will see relevant with respect to any financial statements) business and operations of the Borrower as any Finance Party may reasonably request.

(b)

The Borrower shall, promptly upon receiving a rating below ▇▇▇ (and thereafter, upon any additional change in rating), notify the Lenders about such event.

16.4

Notification of default

(a)

The Borrower shall notify the Lenders of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

(b)

Promptly upon a request by the Lenders, the Borrower shall supply to the Lenders a certificate signed by its CFO or any of it executive vice presidents on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

16.5

"Know your customer" checks

(a)

the introduction of or any change in (or in the interpretation, administration or application of) any law made after the date of this Agreement;

(b)

any change in the status of the Borrower after the date of this Agreement; or

(c)

a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer subject to 20.1(a) (Changes to the Lenders) below,

17.

Financial Covenants

17.1

Definitions

17.2

Financial covenants

(a)

During the period commencing from the date hereof and ending on the Discharge Date, the Borrower hereby undertakes that:

(i)

The Equity to Total Assets Ratio (after neutralizing cash and cash equivalents from both the Equity and the Total Assets) for a period exceeding the Examination Period shall not be less than 25%.

(ii)

The Equity (excluding minority rights and including shareholder loans provided to the Borrower by any of its shareholders that are subordinated to the Borrower's obligation to the Lenders under the Finance Documents, pursuant to a subordination shareholder loan agreement which meets the conditions set forth in Schedule 4 (Subordinated Shareholder Loans Conditions) (unless otherwise was agreed in advance and in writing by the Lenders)) during a period exceeding the Examination Period, shall not be lower than USD 650,000,000.

(iii)

The Financial Indebtedness to EBITDA Ratio as set forth in the Managenent's Discussion and Analysis of Financial Condition and Results of Operations item in the Borrower's recent consolidated financial statements (annual audited or quarterly reviewed, as the case may be), or any other parallel item if the location of presenting such data changes, shall not exceed 5 unless such exceeding is cured within twelve months after the occurrence of such event, and provided that the Financial Indebtedness to EBITDA Ratio shall not exceed 6 at any time during such twelve months (and it is being clarified that during such twelve months in which the Financial Indebtedness to the EBITDA ratio exceeds 5 but not exceeds 6, such event shall not constitute an Event of Default).

(iv)

The Financial Indebtedness to EBITDA Ratio as set forth in the Managenent's Discussion and Analysis of Financial Condition and Results of Operations item in the Borrower's recent consolidated financial statements (annual audited or quarterly reviewed, as the case may be), or any other parallel item if the location of presenting such data changes, shall not exceed 6.

(b)

Additional Financial Covenants

(i)

The Borrower confirms that on the date hereof it has no obligation to any of its other creditors, to comply with any financial covenant that is not included in this Clause 17 (Financial Covenants) or Clause 18.7 (Distributions) , or that is containing terms that are more onerous to such creditor than the terms of this Clause 17 (Financial Covenants) or Clause 18.7 (Distributions) (including any financial covenant with respect to distributions or any other types of payments to any of the shareholders of the Borrower) ("Additional Financial Covenant").

(ii)

Any Additional Financial Covenant (whether exists now or will be existed in the future) is or will be, as the case may be, automatically applied to this Agreement and form an integral part of this Clause 18 (Financial Covenants) or Clause 18.7 (Distributions), as the case may be.

(iii)

Without derogating from the provisions of Clause 17.2(b)(ii) above, the Borrower shall inform the Lenders in any case in which it undertakes to comply with any Additional Financial Covenant.

(iv)

Notwithstanding the above, the provisions of Clause 17.2(b)(ii) above shall not be applied to any Additional Financial Covenant that (a) was made prior to the date hereof with respect to a certain loan or an ongoing facility, or was renewed thereafter for the purpose of extending the maturity date of such loan or ongoing facility; and (b) is referring to an identical financial covenant as set forth in Clause 18.7(b)(i) below.

(v)

The Borrower will inform the Lenders reasonably time in advance, regarding the expiration date of any Additional Financial Covenant, and as of such expiration date, such relevant Additional Financial Covenant shall no longer form an integral part of this Agreement.

(c)

The calculation of each financial covenant included in Clause 17.2(a) or 17.2(b) above will be performed consistently with the calculation of such financial covenant under the agreements with other creditors of the Borrower.

17.3

Testing

17.4

New Accounting Treatment

(a)

The Borrower shall inform the Lenders on any change in its accounting principles or policies (any such change, to be referred to hereinafter as the “New Accounting Treatment”), that caused and/or may cause any change to its relevant financial statements which may materially and adversely affect the financial covenants set forth in Clause 17.2 above.

(b)

In the event of the introduction of a New Accounting Treatment (as such term is defined in paragraph (a) above), that in the view of any of the Parties, caused and/or may cause any change to the relevant financial statements which may affect the financial covenants set forth above, the Lenders and the Borrower shall negotiate any amendments to the financial covenants set out above required, if at all, in order to revise the relevant financial covenants contained therein, to take into account such New Accounting Treatment with the intention of adjusting such financial covenants to preserve the original commercial and economic effect which such financial covenants were intended to achieve. In case no agreement is reached with respect to such revisions in the financial covenants within 30 (thirty) days of the commencement of such negotiations, the Lenders shall be entitled (without derogating from any other rights they may have under this Agreement) to nominate any of the managing partners of any of the Auditors to perform (at the Borrower's expense) such revisions to this Clause 17 (including any changes to the definitions or any defined terms used herein) required in his opinion in order to revise the relevant financial covenants contained herein to adjust such financial covenants to preserve the original commercial and economic effect which such financial covenants were intended to achieve. Any such revisions shall be binding from the end of the Quarter in which such revisions were made.

18.

General Undertakings

18.1

Authorisations

(a)

enable it to perform its obligations under the Finance Documents;

(b)

ensure the legality, validity, enforceability or admissibility in evidence of any Finance Document in the State of Israel and the jurisdiction of incorporation of the Borrower; and

(c)

carry on its business where failure to do so has or is reasonably likely to have a Material Adverse Effect.

18.2

Compliance with laws

18.3

Negative pledge

18.4

Disposals

(a)

The Borrower (and the Borrower shall procure that any entity controlled by it whether directly or indirectly) shall not enter into a single transaction or a series of transactions (whether related or not) to sell, lease, transfer or otherwise dispose of any asset (including by way of amalgamation, demerger, merger or corporate reconstruction) in the aggregate, amounts to Most of the Borrower's Assets, during any financial year (a "Trigger Event"), without the Lenders' consent.

(b)

"Most of the Borrower's Assets" - Shall mean any asset (including number of assets cumulatively) owned by the Borrower's or any entity controlled by it (whether directly or indirectly), whose total value, as per the Borrower's recent consolidated financial statements (annual audited or quarterly reviewed, as the case may be), constitutes at least 50.01% of the Borrower's total assets (consolidated, including cash and cash equivalents, deposits and marketable securities).

18.5

Merger

18.6

Activities

18.7

Distributions

(a)

Except as permitted under paragraph (b) below, the Borrower shall not declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in any kind) on or in respect of its share capital (or any class of its share capital) (a "Distribution").

(b)

Notwithstanding the Provisions of paragraph (a) above, the Borrower will be entitled to make, commit to make or declare, Distributions with respect to an applicable financial year, which, if relevant, comply with the provisions of any law and any contractual limitation applicable thereto, and provided that all the following conditions were met:

(i)

The amount of Distribution shall not exceed 50% of the net profit of that financial year, as reflected under the audited consolidated financial statements of the Borrower for that financial year. It is being clarified that this condition shall be expired on the date on which all outstanding amounts under all the Israeli bonds issued by the Borrower prior to the date hereof will be repaid in full. The above clarification shall not derogate from any right of the Lenders under Clause 17.2(b) above in accordance with its terms (including with respect to any Additional Financial Covenant (as defined in such Clause), from any kind, relating to Distributions).

(ii)

The equity of the Borrower immediately after giving effect to such Distribution shall be at least equal to USD 800,000,000 (excluding minority rights).

(iii)

No Default has occurred and is continuing at the date of such Distribution and no Default shall occur as a result of such Distribution.

18.8

Related party transactions

18.9

Pari Passu ranking

18.10

Environmental matters

(a)

The Borrower (and the Borrower shall procure that each member of the Group) will:

(i)

comply with all Environmental Laws applicable thereto in all material respects;

(ii)

obtain, maintain and ensure compliance in all material respects with all requisite Environmental Permits applicable to it and its operations; and

(iii)

implement procedures to monitor compliance with any Environmental Law applicable to it or its operations,

(b)

The Borrower must, promptly upon becoming aware, notify the Lenders of:

(i)

any material Environmental Claim started against the Borrower or any other member of the Group, or to its knowledge, threatened;

(ii)

any circumstances reasonably likely to result in a material Environmental Claim against the Borrower or any other member of the Group; or any suspension, cancellation or revocation of any material Environmental Permit of the Borrower or any other member of the Group.

18.11

Borrower's Reports

18.12

Rating

18.13

Governing law and enforcement

(a)

The Borrower shall not object to the application of the Israeli law to any Dispute with the Lenders, or to the exclusive jurisdiction of the courts of Tel-Aviv-Jaffa to settle any Dispute.

(b)

If any of the events specified in paragraph (iii) of the opening paragraph of Clause 7.1 (Illegality) above has occurred, the Borrower shall cooperate actively with the Finance Party's, for applying the Israeli law and the exclusivity of the jurisdiction of the courts of Tel-Aviv-Jaffa with respect to any Dispute.

19.

Events of Default

19.1

Non-payment

19.2

Financial covenants

19.3

Other obligations

19.4

Misrepresentation

(a)

is capable of remedy; and

(b)

is remedied within 14 days of the earlier of (i) the Lenders giving notice to the Borrower; and (ii) the Borrower is becoming aware of such failure to comply.

19.5

Cross default

(a)

Any Financial Indebtedness of the Borrower or any single Material Group Company is not paid when due (after the expiry of any originally applicable grace period), in (i) an amount exceeding USD 50,000,000 (fifty million US dollars) in any single event; or (ii) an aggregated amount exceeding USD 75,000,000 (seventy five million US dollars), for any several events that occurred during any nine (9) months.

(b)

Financial Indebtedness of the Borrower or any single Material Group Company in (i) an amount exceeding USD 50,000,000 (fifty million US dollars) in any single event; or (ii) the aggregate amount exceeding USD 75,000,000 (seventy five million US dollars), for any several events that occurred during any nine (9) months:

(i)

is declared to be or otherwise becomes due and payable prior to its specified maturity; or

(ii)

is capable of being declared by a creditor to be due and payable prior to its specified maturity or being placed on demand,

(c)

Any commitment for any Financial Indebtedness of the Borrower or any of its Material Group Company, in an amount exceeding USD 50,000,000 (fifty million US dollars), is cancelled or suspended by a creditor of such entity as a result of an event of default (however described) that is continuing.

19.6

Insolvency

(a)

it is, or is deemed for the purposes of any applicable law to be, unable to pay its debts as they fall due or insolvent;

(b)

it admits its inability to pay its debts as they fall due;

(c)

it declares an insolvency under any applicable law under its Relevant Jurisdiction;

(d)

it suspends making payments on any of its debts when due for payment, or announces an intention to do so;

(e)

by reason of actual or anticipated financial difficulties, it (A) begins negotiations with any of its creditor for the rescheduling of its indebtedness; or (B) enters into a compromise, arrangement, assignment or composition with one or more of its creditors; or

(f)

A moratorium is declared in respect of its indebtedness. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.

19.7

Insolvency proceedings

(a)

Except as provided below, any of the following occurs in respect of the Borrower or any Material Group Company:

(i)

any step is taken with a view to a moratorium or a composition, compromise, assignment or similar arrangement with any of its creditors (including proceedings under or in connection with sections 350 or 350A of the Israeli Companies Law, 1999);

(ii)

any person presents a petition, or files documents with a court or any registrar for its winding-up, liquidation, administration or dissolution (including on a temporary basis);

(iii)

any involuntary case shall be commenced against it under the Bankruptcy Code, Companies Law, Companies Ordinance [New Version] 5743-1983, Bankruptcy Ordinance 1980 or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect (excluding the actions specified in paragraph (ii) above);

(iv)

the suspension of payments on any of its debts when due, a moratorium of any indebtedness, winding-up, bankruptcy, liquidation, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) (including on a temporary basis); or a court of competent jurisdiction enters a decree, freeze order (Hakpaat Halichim) or order for relief in respect of it in an involuntary case under the Bankruptcy Code, Companies Law, Companies Ordinance [New Version] 5743-1983, Bankruptcy Ordinance 1980 or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or any other similar relief shall be granted under any applicable federal or state law or Israeli law;

(v)

any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, sequestrator, administrative receiver, administrator or similar officer is appointed in respect of it or any of its assets (including on a temporary basis); or

(vi)

enforcement of any Security over any asset or assets owned (directly or indirectly) by the Borrower, in an aggregated value exceeding USD 50,000,000 (fifty million US dollars) in any period of 12 (twelve) consecutive months.

(vii)

its partners, shareholders, directors or other officers request the appointment of, or give notice of their intention to appoint a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer (including on a temporary basis);

(b)

Paragraph (a) above does not apply to:

(i)

any step or procedure which is taken with the prior consent of the Lenders; or

(ii)

any of the steps specified in paragraph (a)(ii) above which:

(A)

is being contested in good faith and with due diligence; and

(B)

is discharged or struck out within 45 days;

(c)

Paragraphs (a)(iv)-(a)(vi) above, do not apply to an event in respect of which all of the following conditions are met: (a) such event has occurred only with respect to Financial Indebtedness that is part of a non-recourse project finance of a Material Group Company; and (b) the value of such project as per the Borrower's recent consolidated financial statements (annual audited or quarterly reviewed, as the case may be) constitute less than 15% (fifteen percent) of the total assets of the Borrower, as set forth in the relevant financial statements of the Borrower.

19.8

Creditors' process

19.9

Voluntary Bankruptcy; Appointment of Receiver, etc.

19.10

Unlawfulness

(a)

It is or becomes unlawful for the Borrower to perform any of its obligations under any Finance Document.

(b)

Any obligation or obligations of the Borrower under any Finance Documents are not or cease to be legal, valid, binding or enforceable for any reason.

19.11

Going concern qualification

19.12

Activities

19.13

Litigation

19.14

Disposals

19.15

Merger

19.16

Ownership of the Borrower

19.17

Rating

19.18

Negative Pledge

19.19

Material Adverse Effect

19.20

Reduction of cure period

19.21

Acceleration

(a)

declare that all or part of the Loan, together with accrued interest and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

(b)

declare that all or part of the Loan and the other Total Obligations be payable on demand, whereupon it shall immediately become payable on demand by the Lenders.

(c)

exercise any or all of their rights, remedies, powers or discretions under the Finance Documents, including enforcing their rights with respect to any of the Collateral, or against any Guarantor in the discretion of the Lenders.

20.

Changes to the Lenders

20.1

Assignments and participations by the Lenders

(a)

Notwithstanding anything to the contrary herein, no transfer or assignment shall be made unless The New Lender is (a) any entity included in sections (2) to (4) to the first supplement to the Israeli Securities Law (b) foreign bank ("bank hutz") according to the Israeli Banking (Licensing) Law, 5741-1981 (subject to the receipt of the Borrower's confirmation that no litigation proceedings are pending against the Borrower by such foreign bank, and the Borrower shall provide such confirmation no later than 10 Days after a written demand by the Lenders); (c) any affiliate of any Lender (and with respect to the Original Lenders, only entities which are controlled, directly or indirectly by ▇▇▇▇▇▇ Insurance & Financial Holding Ltd.); (d) any wholly owned SPV of the entities specified in sub-clauses (a)-(c) above specifically formed for the purpose of acquiring debt under a securitization or any similar transaction; or (e) any investment basket (▇▇▇ Hashkaot) comprising the activities of entities included in sub-clauses (a)-(c) above to consolidate investment activity "financial".

(b)

Any other assignments or transfers are subject to the receipt of the prior written consent of the Borrower.

(c)

Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Lenders have authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

(d)

If:

(i)

a Lender assigns or transfers any of its rights or obligations under the Finance Documents; and

(ii)

as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender under Clause 11 or 12 above,

20.2

Notice to the Borrower

20.3

Security over Lenders' rights

(a)

release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or

(b)

require any payments to be made by the Borrower other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

21.

Changes to the Borrower

22.

Conduct of business by the Finance Parties

(a)

interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b)

oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c)

except as otherwise provided in Clauses 11 and 12 above, oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of ▇▇▇.

▇▇.

Payment Mechanics

23.1

Payments to the Lenders

23.2

Distributions to the Borrower

23.3

Partial payments

(a)

If the Lenders receive a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under the Finance Documents, the Lenders shall apply that payment towards the obligations of the Borrower under the Finance Documents in the following order:

(i)

first, in or towards payment, pro rata, of any fee or commission due but unpaid under this Agreement;

(ii)

second, in or towards discharge of all costs and expenses incurred and which may be incurred in connection with the collection of the Total Obligations, the above in such order and applied in such proportion between such amounts due but unpaid under the Finance Documents as the Lenders shall deem fit;

(iii)

third, in or towards payment, pro rata, of any other amount due, but unpaid, under the Finance Documents (other than principal), including interest, default interest, additional interest and all other costs;

(iv)

fourth, in or towards payment, pro rata, on account of the due and unpaid principal of the Loan; and

(b)

The Lenders may after the occurrence and continuation of an Event of Default vary the order set out in paragraphs (i)-(iv) above.

(c)

Paragraphs (a) and (b) above will override any appropriation made by the Borrower.

23.4

No set-off by the Borrower

23.5

Business Days

(a)

Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b)

During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

23.6

Currency of account

(a)

Subject to paragraphs (b) and (c) below, USD is the currency of account and payment for any sum due from the Borrower under any Finance Document.

(b)

Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(c)

Any amount expressed to be payable in a currency other than euro shall be paid in that other currency.

23.7

Disruption to payment systems etc

(a)

the Lenders may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Loan as the Lenders may reasonably deem necessary in the circumstances;

(b)

the Lenders shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) if, in their opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c)

any such changes agreed upon by the Lenders and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 29 (Amendments and Waivers);

(d)

the Lenders shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Lenders) arising as a result of their taking, or failing to take, any actions pursuant to or in connection with this Clause 23.7.

24.

Set-Off

25.

Notices

25.1

Communications in writing

25.2

Addresses

(a)

in the case of the Borrower at:

Ormat Technologies, Inc.

Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇

Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇, CFO, Tel: ▇▇-▇-▇▇▇-▇▇▇▇▇▇▇, Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇

(b)

in the case of any Lender at:

▇▇▇▇▇▇ Insurance Company Ltd.

Address: ▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇

Attention:

▇▇▇▇ ▇▇▇▇▇▇▇▇, Head of Infrastructure and project finance Department, Tel: ▇▇▇▇-▇▇-▇▇▇▇▇▇▇, Email: ▇▇▇▇▇@▇▇▇▇▇▇.▇▇.▇▇; and

▇▇▇▇▇ ▇▇▇▇▇▇, Manager of Credit Array Operation Department, Tel: ▇▇▇▇-▇▇-▇▇▇▇▇▇▇, Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇.▇▇.

25.3

Delivery

(a)

Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i)

if by way of fax, when received in legible form; or

(ii)

if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;

(b)

All the Lenders confirm that all notices from or to the Borrower shall be sent through ▇▇▇▇▇▇ Insurance Company Ltd. (or in any case where the Lenders have transferred or assigned more the 50% of their rights and obligations under the Finance Documents to a New Lender (as defined in Clause 20.1 above) - any other entity which will replace ▇▇▇▇▇▇ Insurance Company Ltd. according to a written notification sent to the Borrower by all the Lenders), and any such notice will be deemed as received or sent (as the case may be) by all the Lenders.

(c)

Any communication or document which becomes effective, in accordance with paragraphs (a) to (b) above, after 4pm in the place of receipt shall be deemed only to become effective on the following day.

25.4

Notification of address and fax number

25.5

Electronic communication

(a)

Any communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website) if those two Parties:

(i)

notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and

(ii)

notify each other of any change to their address or any other such information supplied by them by not less than five Business Days' notice.

(b)

Any such electronic communication as specified in paragraph (a) above to be made between the Borrower and a Finance Party may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication.

(c)

Any such electronic communication as specified in paragraph (a) made between any two Parties will be effective only when actually received (or made available) in readable form and in the case of any electronic communication made by a Party to ▇▇▇▇▇▇ Insurance Company Ltd. only if it is addressed in such a manner as ▇▇▇▇▇▇ Insurance Company Ltd. shall specify for this purpose.

(d)

Any electronic communication which becomes effective, in accordance with paragraph (c) above, after 4 pm in the place in which the Party to whom the relevant communication is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following day.

(e)

Any reference in a Finance Document to a communication being sent or received shall be construed to include that communication being made available in accordance with this Clause 25.5.

25.6

Language

(a)

Any notice given under or in connection with any Finance Document must be in English or Hebrew.

(b)

All other documents provided under or in connection with any Finance Document must be in English or Hebrew.

26.

Calculations and Certificates

26.1

Accounts

26.2

Certificates and Determinations

26.3

Day count convention

27.

Partial Invalidity

28.

Remedies and Waivers

29.

Amendments and Waivers

30.

Confidential Information

30.1

Confidentiality

30.2

Disclosure of Confidential Information

(a)

to any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(b)

to any person:

(i)

to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as agent and, in each case, to any of that person's Affiliates, Representatives and professional advisers;

(ii)

with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or the Borrower and to any of that person's Affiliates, Representatives and professional advisers;

(iii)

appointed by any Finance Party or by a person to whom paragraph (b)(i) or (b)(ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf;

(iv)

who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above;

(v)

to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law;

(vi)

to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(vii)

to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 20.3 (Security over Lenders' rights).

(viii)

who is a Party; or

(ix)

with the consent of the Borrower;

(A)

in relation to paragraphs (b)(i), (b)(ii) and (b)(iii), the person to whom the Confidential Information is to be given has entered into a confidentiality undertaking except that there shall be no requirement for a confidentiality undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(B)

in relation to paragraph (b)(iv) above the person to whom the Confidential Information is to be given has entered into a confidentiality undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;

(C)

in relation to paragraphs (b)(v), (b)(vi) and (b)(vii) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances; and

(c)

to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Borrower if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information; and

(d)

to Fair Spread, from time to time, with all data, documents and information required under law (including the regulations codex issued by the Commissioner of Capital Market, Insurance and Savings). The Borrower shall fully cooperate with the Lenders and provide all data, documents and information required thereby, including in relation to any Collateral, in order to enable the Lenders to meet their regulatory obligations, in the manner and at such times as the Lenders shall so request.

30.3

Entire agreement

30.4

Inside information

30.5

Notification of disclosure

(a)

of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (b)(v) of Clause 30.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(b)

upon becoming aware that Confidential Information has been disclosed in breach of this Clause 30.

30.6

Continuing obligations

(a)

the date on which all of the Total Obligations have been paid in full; and

(b)

the date on which such Finance Party otherwise ceases to be a Finance Party.

31.

Counterparts

32.

Governing Law

33.

Enforcement

(a)

The courts of Tel-Aviv-Jaffa shall have exclusive jurisdiction to settle any Dispute.

(b)

The Parties agree that the courts of Tel-Aviv-Jaffa are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c)

This Clause 33 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to any Dispute in any other court in which the assets of any Obligor are located or in any other Relevant Jurisdiction for any purpose. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.