Exhibit 10.8

Execution Version

OMNIBUS AMENDMENT AGREEMENT

This OMNIBUS AMENDMENT AGREEMENT, dated as of November 9, 2021 (this “Omnibus Amendment Agreement”), is by and among GEYSERS POWER COMPANY, LLC (the “Borrower”), THE LENDERS SIGNATORY HERETO, THE GUARANTORS SIGNATORY HERETO, MUFG BANK, LTD., as Administrative Agent (together with its permitted successors and assigns in such capacity, “Administrative Agent”), MUFG UNION BANK, N.A., as First Lien Collateral Agent (together with its permitted successors and assigns in such capacity appointed, “First Lien Collateral Agent”) and MUFG UNION BANK, N.A., as Depositary Agent (together with its permitted successors and assigns in such capacity appointed, “Depositary Bank”), and is made with reference to (a) that certain Credit Agreement, dated as of June 9, 2020, among the Borrower, the several banks and other financial institutions and entities from time to time party thereto as lenders and issuing banks (collectively, the “Lenders”), the Administrative Agent, the First Lien Collateral Agent, GEYSERS INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company, as Holdings (“Holdings”), GEYSERS COMPANY, LLC, a Delaware limited liability company (“Geysers Company”), WILD HORSE GEOTHERMAL, LLC, a Delaware limited liability company (“Wild Horse”) and CALISTOGA HOLDINGS, LLC, a Delaware limited liability company (“Calistoga”, and, together with Holdings, Geysers Company, Wild Horse, and each subsidiary of an Obligor (as defined in the Credit Agreement) that becomes a “Guarantor” from time to time in accordance with the terms hereof, each a “Guarantor” and together, the “Guarantors”) and other financial institutions and entities from time to time party thereto (as may be further amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), (b) that certain First Lien Common Terms Agreement, dated as of June 9, 2020, by and among the Borrower, the Guarantors, each First Lien Secured Debt Representative party thereto from time to time (the “First Lien Secured Debt Representative”) and the First Lien Collateral Agent (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Common Terms Agreement”) and (c) that certain Depositary Agreement, dated as of June 9, 2020, among the Borrower, the Guarantors, the First Lien Collateral Agent and the Depositary Bank and MUFG UNION BANK, N.A., as Second Lien Collateral Agent (in such capacity, together with its successors and permitted assigns, the “Second Lien Collateral Agent”) for the Second Lien Secured Parties (as may be further amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Depositary Agreement”). Capitalized terms used herein without definition shall have the meaning assigned to such terms in Section 1.1 of the Credit Agreement and the interpretive provisions set forth in Section 1.2 of the Credit Agreement.

RECITALS:

WHEREAS, pursuant to the Credit Agreement, the Lenders and the other parties thereto have agreed to provide to the Borrower certain credit facilities, consisting of (i) a term loan facility of the Borrower in an aggregate principal amount of up to $900,000,000 (the “Term Loan Commitments”), (ii) a senior secured revolving letter of credit facility of the Borrower (the “Revolving LC Facility”) in an aggregate principal amount up to $130,622,000 (the commitments under Revolving LC Facility, the “Revolving LC Commitments”), (iii) a senior secured letter of credit facility of the Borrower (the “DSR LC Facility”) in an aggregate principal amount up to $53,000,000 (the commitments under the DSR LC Facility, the “DSR LC Commitments”) and (iv) a senior secured letter of credit facility of the Borrower (the “PPA LC Facility”) in an aggregate principal amount up to $16,378,000 (the commitments under the PPA LC Facility, the “PPA LC Commitments” and, together with the Revolving LC Commitments and the DSR LC Commitments, the “LC Commitments” and the LC Commitments and the Term Loan Commitments, the “Existing Commitments” and, the loans thereunder, the “Existing Loans”);

WHEREAS, in connection with repricing, extension and upsize of the Existing Loans, the Borrower hereby requests the amendments of the Credit Agreement, the Common Terms Agreement and the Depositary Agreement;

WHEREAS, pursuant to Section 9.9 of the Credit Agreement, amendments to the Credit Agreement are required to be in writing signed by the Borrower, the Guarantors, the Lenders, the Administrative Agent and the First Lien Collateral Agent, and each of Borrower, the Guarantors, the Lenders, the Administrative Agent and the First Lien Collateral Agent are willing to agree to the amendments to the Credit Agreement requested by the Borrower subject to and in accordance with the terms and conditions hereinafter set forth;

WHEREAS, pursuant to Section 7.2 of the Common Terms Agreement, amendments to the Common Terms Agreement are required to be in writing signed by each of the Borrower, the Guarantors, the First Lien Collateral Agent and the First Lien Secured Debt Representatives constituting the Required First Lien Secured Debt Parties (as defined in the Common Terms Agreement) (the “Required First Lien Secured Debt Parties”) and each of the Borrower, the Guarantors, the First Lien Collateral Agent and the Required First Lien Secured Debt Parties are willing to agree to the amendments to the Common Terms Agreement requested by the Borrower subject to and in accordance with the terms and conditions hereinafter set forth;

WHEREAS, pursuant to Section 6.1 of the Depositary Agreement, amendments to the Depositary Agreement are required to be in writing signed by each of the Borrower, the Guarantors, the Depositary Bank and the First Lien Collateral Agent and each of the Borrower, the Guarantors, the Depositary Bank and the First Lien Collateral Agent are willing to agree to the amendments to the Depositary Agreement requested by the Borrower subject to and in accordance with the terms and conditions hereinafter set forth;

WHEREAS, the parties hereto wish to enter into this Omnibus Amendment Agreement pursuant to Section 9.9 of the Credit Agreement, Section 7.2 of the Common Terms Agreement and Section 6.1 of the Depositary Agreement, respectively, and it is the intent of the parties hereto that this Omnibus Amendment Agreement not constitute a novation of the obligations and liabilities of the parties under the Credit Agreement and rather that this Omnibus Amendment Agreement amend the Credit Agreement;

WHEREAS, the Borrower has requested an increase of the Total Term Loan Commitment in an aggregate principal amount of $660,084,691.61 (together with the Term Loan Commitment, the “2021 Term Loan Commitment”, and any loans made thereunder, the “2021 Term Loans”) which shall be provided by the 2021 Term Lenders (as defined below) party hereto and effective on the Omnibus Amendment Date (as defined below) pursuant to the terms and subject to the conditions set forth herein and in the Credit Agreement, which the Borrower intends to treat as fungible with the Term Loans made on the Omnibus Amendment Date to the fullest extent permitted by applicable law;

WHEREAS, the Borrower has requested that the Revolving LC Facility, DSR LC Facility and PPA LC Facility be combined into one facility with an increase in the LC Commitments in an aggregate principal amount equal to $50,000,000 (together with the LC Commitments, the “2021 LC Commitment”) which shall be provided by the 2021 LC Lenders (as defined below) party hereto and effective on the Omnibus Amendment Date (as defined below) pursuant to the terms and subject to the conditions set forth herein and in the Credit Agreement;

WHEREAS, each of the institutions listed on Schedule I hereto as a 2021 Term Lender (the “2021 Term Lenders”) is willing to provide their respective 2021 Term Loan Commitments as set forth on Schedule I to the Borrower on the Omnibus Amendment Date subject to the conditions set forth herein and in the Credit Agreement;

WHEREAS, each of the institutions listed on Schedule I hereto as a 2021 LC Lender (the “2021 LC Lenders”) is willing to provide their respective 2021 LC Commitments as set forth on Schedule I to the Borrower on the Omnibus Amendment Date subject to the conditions set forth herein and in the Credit Agreement; and

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

AGREEMENT:

SECTION 1.       2021 TERM LOAN COMMITMENTS.

(i)               each 2021 Term Lender shall hold 2021 Term Loan Commitments as set forth on Schedule I hereto, on the terms and subject to the conditions set forth below and in the Credit Agreement, as amended by this Omnibus Amendment Agreement (the “Amended Credit Agreement”);

(ii)             each 2021 Term Lender that holds Existing Loans hereby further agrees that the 2021 Term Loan Commitments as set forth on Schedule I hereto supersede, in their entirety, all Term Loan Commitments of such 2021 Term Lender under the Credit Agreement;

(iii)             upon the incurrence of 2021 Term Loans pursuant to this Omnibus Amendment Agreement, such 2021 Term Loans shall, except as otherwise expressly set forth in the Amended Credit Agreement, be subject to the same terms and conditions (including repayment terms, voluntary prepayment terms, mandatory prepayment terms, and Applicable Margins) applicable to Term Loans as set forth in the Amended Credit Agreement; and

(iv)            on (and subject to the occurrence of) the Omnibus Amendment Date, each 2021 Term Lender party hereto (A) acknowledges and agrees to make the 2021 Term Loans as provided in Omnibus Amendment Agreement on the terms, and subject to the conditions, set forth in Omnibus Amendment Agreement and (B) to the extent provided in Omnibus Amendment Agreement and the Amended Credit Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents.

SECTION 2.       2021 LC LOAN COMMITMENTS.

(i)               each 2021 LC Lender shall hold 2021 LC Commitments as set forth on Schedule I hereto, on the terms and subject to the conditions set forth below and in the Amended Credit Agreement;

(ii)             each 2021 LC Lender that holds Existing Loans hereby further agrees that the 2021 LC Commitments as set forth on Schedule I hereto supersede, in their entirety, all LC Commitments of such 2021 LC Lender under the Credit Agreement;

(iii)            the 2021 LC Commitments pursuant to this Omnibus Amendment Agreement shall, except as otherwise expressly set forth in the Amended Credit Agreement, be subject to the same terms and conditions applicable to Letters of Credit as set forth in the Amended Credit Agreement; and

(iv)            on (and subject to the occurrence of) the Omnibus Amendment Date, each 2021 LC Lender party hereto (A) acknowledges and agrees to make the 2021 LC Commitments as provided in Omnibus Amendment Agreement on the terms, and subject to the conditions, set forth in Omnibus Amendment Agreement and (B) to the extent provided in Omnibus Amendment Agreement and the Amended Credit Agreement, shall have the rights and obligations of a LC Lender thereunder and under the other applicable Credit Documents.

SECTION 3.      AMENDMENTS TO CREDIT AGREEMENT. Pursuant to Section 9.9 of the Credit Agreement, each of the Borrower, the Guarantors, the Lenders, the Administrative Agent, and the First Lien Collateral Agent consents to the amendment of the Credit Agreement made as of the date hereof to:

(a)            delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in Exhibit A-1 hereto;

(b)            replace the Exhibits to the Credit Agreement in their entirety with the Exhibits in the form set forth in Exhibit A-2 hereto;

(c)            add a new Schedule 2.2(b) to the Credit Agreement in the form set forth in Exhibit A-3 hereto; and

(d)           replace Schedule 2.2(a) and Schedule 2.1(b)(ii)(C) to the Credit Agreement in their entirety with Schedule 2.2(a) and Schedule 2.1(b)(ii)(C), respectively, in the forms set forth in Exhibit A-4 hereto. Each Lender that holds Existing Loans and Existing Commitments hereby further agrees that the Commitments set forth in Schedule 2.2(a) to the Credit Agreement as amended by this Omnibus Amendment Agreement supersede, in their entirety, all Commitments of such Lenders under the Credit Agreement.

SECTION 4.     AMENDMENTS TO COMMON TERMS AGREEMENT. Pursuant to Section 7.2 of the Common Terms Agreement, each of the Borrower, the Guarantors, the First Lien Collateral Agent and the Required First Lien Secured Debt Parties consents to the amendment of the Common Terms Agreement made as of the date hereof to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in Exhibit B hereto.

SECTION 5.     AMENDMENTS TO DEPOSITARY AGREEMENT. Pursuant to Section 6.1 of the Depositary Agreement, each of the Borrower, the Guarantors, the Depositary Bank and the First Lien Collateral Agent consents to the amendment of the Depositary Agreement made as of the date hereof to:

(a)           delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in Exhibit C-1 hereto; and

(b)            replace Exhibit E to the Depositary Agreement in its entirety with Exhibit E in the form set forth in Exhibit C-2 hereto.

SECTION 6.     REPRESENTATIONS AND WARRANTIES. In order to induce the Lenders party hereto to enter into this Omnibus Amendment Agreement and to amend the Credit Agreement, the Common Terms Agreement and the Depositary Agreement in the manner provided herein, each Obligor hereby represents and warrants that:

(a)            the representations and warranties set forth in Article 4 of the Credit Agreement and in each other Credit Document, shall be true and correct in all material respects on and as of the Omnibus Amendment Date, and the representations and warranties which are contained in any other document furnished at any time under or in connection herewith or therewith were true and correct in all material respects when made, except, in each case, to the extent that such representations and warranties specifically refer to an earlier or specified date, in which case they shall be true and correct in all material respects as of such earlier or specified date (provided, that, in each case, to the extent any such representations are qualified by materiality, such representations shall be true and correct in all respects as of such earlier or specified date);

(b)           both before and after giving effect to this Omnibus Amendment Agreement, no Default or Event of Default shall have occurred and be continuing; and

(c)           this Omnibus Amendment Agreement has been duly authorized, executed and delivered by such Obligor and each of this Omnibus Amendment Agreement, the Credit Agreement, the Common Terms Agreement and the Depositary Agreement, as amended hereby, constitutes a legal, valid and binding obligation of such Obligor, enforceable against such Obligor in accordance with its terms, except to the extent that enforceability may be limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights, (ii) the effect of general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law), or (iii) implied covenants of good faith and fair dealing.

SECTION 7.      EFFECTIVENESS. This Omnibus Amendment Agreement (including the amendments contained in Sections 1, 2, 3, 4 and 5 hereof) shall become effective on the date (the “Omnibus Amendment Date”) on which the following conditions shall have been satisfied:

(a)           Resolutions. Delivery to the Administrative Agent of a copy of one or more resolutions or other authorizations, in form and substance reasonably satisfactory to the Administrative Agent, of the Obligors certified by a Responsible Officer of Holdings or Borrower, as applicable, as being in full force and effect on the Omnibus Amendment Date, authorizing, as applicable and among other things, the delivery and performance of this Omnibus Amendment Agreement and any other Credit Document to be entered into on the Omnibus Amendment Date and any instruments or agreements required hereunder or thereunder to which any of the Obligors is a party.

(b)           Incumbency. Delivery to the Administrative Agent and the Depositary Agent of a certificate, in form and substance reasonably satisfactory to the Administrative Agent, from the Obligors, signed by the appropriate authorized officer or manager of the Obligors and dated as of the Omnibus Amendment Date, as to the incumbency of the natural Persons authorized to execute and deliver this Omnibus Amendment Agreement and any instruments or agreements required hereunder or thereunder to which an Obligor is a party.

(c)            Formation Documents. Delivery to the Administrative Agent of (i) copies of the articles of incorporation, certificate of incorporation, charter or other state certified constituent documents of each Obligor, certified by the secretary of state of such Obligor’s state of formation, and (ii) copies of the limited liability company operating agreement or other comparable constituent documents, if applicable, of each Obligor, certified by an authorized officer of such Obligor, as applicable, as being true, correct and complete on the Omnibus Amendment Date.

(d)             Good Standing Certificates. Delivery to the Administrative Agent of good standing certificates in a form customarily issued by (i) the secretary of state of the state in which the Obligors are formed or incorporated, as applicable, and (ii) in the case of Borrower, the Secretary of State of the State of California.

(e)             Omnibus Amendment Certificate. Delivery to the Administrative Agent of a certificate, dated as of the Omnibus Amendment Date, duly executed by a Responsible Officer of Borrower, in substantially the form of the Closing Certificate provided on the Closing Date.

(f)              Legal Opinions. Delivery to the Administrative Agent of legal opinions of counsel to the Obligors, in each case in form and substance reasonably satisfactory to the Administrative Agent.

(g)             Omnibus Amendment Agreement and Major Project Contracts. Delivery to the Administrative Agent of (i) executed copies of this Omnibus Amendment Agreement and any supplements or amendments thereto, (ii) an executed copy of a Master Assignment and Assumption Agreement substantially in the form of Exhibit D and (iii) a certified list of, and true, correct and complete copies of, each Major Project Contract executed after the Closing Date and on or prior to the Omnibus Amendment Date (together with any supplements or amendments thereto), in the case of each of clauses (i) through (iii), all of which shall have been duly authorized, executed and delivered by the parties thereto.

(h)             Representations and Warranties. (i) all representations and warranties set forth in Section 6 of this Omnibus Amendment Agreement shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of the Omnibus Amendment Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of such earlier date), (ii) no Event of Default shall have occurred and be continuing or would occur at the time of and immediately after giving effect to the transactions contemplated hereunder, and (iii) the Administrative Agent shall have received an officer’s certificate of the Borrower, dated the Omnibus Amendment Date, certifying compliance with the preceding clauses (i) and (ii).

(i)             Consultant Reports. Delivery to the Administrative Agent of the Independent Engineer, Insurance Consultant, Reserve Consultant, Environmental Consultant and Market Consultant’s reports, together with a reliance letter from each such Person in form and substance reasonably satisfactory to the Administrative Agent.

(j)             Depositary Accounts. The Debt Service Reserve Account and shall have been funded in an amount equal to the Debt Service Reserve Requirement, with cash or one or more letters of credit.

(k)             UCC Reports. Delivery to the Administrative Agent of a bring-down UCC report of a date no less recent than ten days before the Omnibus Amendment Date for each of the jurisdictions in which the UCC-1 financing statements and the fixture filings were filed in respect of the Collateral on the Closing Date, showing that the security interests created under the First Lien Collateral Documents, with respect to such Collateral, are prior to all other financing statements, future filings or other security documents wherein the security interest is perfected by filing or recording in respect of the Collateral.

(l)              Payment of Taxes, Interest and Fees. All taxes, fees and other costs payable in connection with the execution, delivery, recordation and filing of the documents and instruments referred to in this Section 7 and due on the Omnibus Amendment Date shall have been paid in full or, as approved by the Lenders, provided for. Borrower shall have paid (or caused to be paid) all outstanding amounts due, as of the Omnibus Amendment Date, and owing to (i) the Lenders, Administrative Agent, First Lien Collateral Agent, the Issuing Banks, Coordinating Lead Arrangers or the Joint Lead Arrangers under any fee or other letter, including without limitation, pursuant to Section 2.3(a) of the Credit Agreement, (ii) the Lenders’ attorneys and consultants (including the Independent Consultants) for all services rendered and billed at least one Banking Day prior to the Omnibus Amendment Date, (iii) the Depositary Agent under the Depositary Agreement and the Depositary and Collateral Agency Fee Letter and (iv) Administrative Agent for any other amounts required to be paid or deposited by Borrower on the Omnibus Amendment Date. In addition, Borrower shall have provided, to any Lender that has so requested in writing at least one Banking Day prior to the Omnibus Amendment Date, documentation reasonably satisfactory to Borrower and such Lender regarding the description or designation of any fees payable to such Lender pursuant to the foregoing clause (i); provided, that Borrower shall not be responsible for making any determination or verification with respect to the description or designation of fees requested by any such Lender, and shall not have any liability to any such Lender as a result of the delivery of such documentation.

(m)            Notice of Borrowing. Borrower shall have delivered a Notice of Borrowing to Administrative Agent in accordance with the procedure specified in Section 2.1(a)(ii) of the Credit Agreement.

(n)             Annual Operating Budget. The Lenders shall have received a copy of the Annual Operating Budget for calendar year 2022.

(o)             Base Case Projections. Delivery to the Administrative Agent of the Base Case Projections of operating expenses and cash flow for the Projects in the form of Exhibit D hereto, which Base Case Projections shall be in form and substance satisfactory to the Administrative Agent.

(p)             Know-your-Customer. At least three Banking Days prior to the Omnibus Amendment Date, the Agents and the Lenders shall have received all documentation and other information required by bank regulatory authorities or reasonably requested by any Agent or any Lender, at least seven Banking Days prior to the Omnibus Amendment Date, under or in respect of applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

(q)             Letter of Direction. Delivery to the Administrative Agent and the Depositary Agent of the Omnibus Amendment Date Funds Flow Memorandum (as defined in the Amended Credit Agreement).

(r)              Notes. Delivery to the Administrative Agent, for the account of each Lender that has requested a Note prior to the Omnibus Amendment Date, such Lender’s Notes duly executed and delivered by a Responsible Officer of the Borrower.

SECTION 8.        EFFECT ON CREDIT DOCUMENTS.

(a)            Reference to Credit Agreement. On and after the effectiveness of this Omnibus Amendment Agreement, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Credit Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended and supplemented by this Omnibus Amendment Agreement. The Borrower acknowledges and agrees that this Omnibus Amendment Agreement shall constitute a Credit Document for all purposes of the Credit Agreement.

(b)             Reference to Common Terms Agreement. On and after the effectiveness of this Omnibus Amendment Agreement, each reference in the Common Terms Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Common Terms Agreement, and each reference in the other Credit Documents to the “First Lien Common Terms Agreement”, “thereunder”, “thereof” or words of like import referring to the Common Terms Agreement shall mean and be a reference to the Common Terms Agreement, as amended and supplemented by this Omnibus Amendment Agreement.

(c)             Reference to Depositary Agreement. On and after the effectiveness of this Omnibus Amendment Agreement, each reference in the Depositary Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Depositary Agreement, and each reference in the other Credit Documents to the “Depositary Agreement”, “thereunder”, “thereof” or words of like import referring to the Depositary Agreement shall mean and be a reference to the Depositary Agreement, as amended and supplemented by this Omnibus Amendment Agreement.

(d)             Effect on Credit Documents. Except as specifically amended by this Omnibus Amendment Agreement, the Credit Agreement, the Common Terms Agreement, the Depositary Agreement and the other Credit Documents shall remain in full force and effect.

(e)             Credit Document. This Omnibus Amendment Agreement shall constitute a Credit Document under the terms of the Credit Agreement.

(f)             Collateral and Guaranty Matters.

(i)               Each of the Obligors party to the Security Agreement, the Depositary Agreement, the other First Lien Collateral Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to time prior to the date hereof (x) acknowledges and agrees that all of its guaranties, pledges, grants of security interests and Liens and other obligations under the Credit Agreement, Security Agreement, the Depositary Agreement, the other First Lien Collateral Documents and the other Credit Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (y) reaffirms each Lien granted by it to the Administrative Agent and/or First Lien Collateral Agent for the benefit of the First Lien Secured Parties and (z) acknowledges and agrees that the guaranties, pledges, grants of security interests and Liens contained in the Credit Agreement, Security Agreement, the Depositary Agreement, the other First Lien Collateral Documents and any other Credit Documents are, and shall remain, in full force and effect on and after the Omnibus Amendment Date.

(ii)             The applicable Obligor will deliver such other documents, certificates and agreements and take all such further actions, in each case, that may be required under any applicable law or which the Administrative Agent and/or First Lien Collateral Agent may reasonably request to ensure the creation, validity, perfection and priority of the Liens on the Collateral created, or purported to be created, under the First Lien Collateral Documents.

(g)             No Other Amendment or Waiver. The execution, delivery and performance of this Omnibus Amendment Agreement shall not constitute a waiver of any other provision of, or operate as a waiver of any other right, power or remedy of the Administrative Agent, the First Lien Collateral Agent or any Lender Party under, the Credit Agreement or any of the other Credit Documents. The amendment contained herein is limited to the specific provisions described and shall not be deemed to prejudice any rights not specifically addressed herein which the Administrative Agent, the Collateral Agent or any Lender Party may now have or may have in the future under the Credit Agreement or any other Credit Document.

SECTION 9.      GOVERNING LAW. This Omnibus Amendment Agreement and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Omnibus Amendment Agreement and the transactions contemplated hereby or thereby, including the validity, interpretation, construction, breach, enforcement or termination hereof and thereof, shall be governed by, and construed in accordance with, the law of the State of New York without regard to the conflict of law rules thereof (other than Sections 5-1401 and 5-1402 of The New York General Obligations Law).

SECTION 10.    WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. The “Waiver of Jury Trial” provisions set forth in Section 11.14 of the Credit Agreement and the “Consent to Jurisdiction” provisions set forth in Section 11.15 of the Credit Agreement, shall apply to this Omnibus Amendment Agreement, mutatis mutandis, as if fully set forth herein.

SECTION 11.    DIRECTION. By its signature below, (a) each of the undersigned Lenders hereby instructs the Administrative Agent to (i) sign this Amendment, (ii) direct the Depositary Agent and Collateral Agent to sign this Amendment and (b) the Administrative Agent hereby instructs (i) the Depositary Agent and Collateral Agent to sign this Amendment and (ii) the Collateral Agent to (x) return that certain Irrevocable and Transferable Debt Service Reserve Letter of Credit issued by Coöperatieve Rabobank U.A., New York Branch to Latham & Watkins, LLP and (y) accept each DSR Letter of Credit and each amendment to the existing DSR Letters of Credit, in each case issued in connection with this Omnibus Amendment Agreement, for credit to the Debt Service Reserve Account in accordance with the Depositary Agreement.

SECTION 12.     COUNTERPARTS. This Omnibus Amendment Agreement may be executed by one or more of the parties to this Omnibus Amendment Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Omnibus Amendment Agreement signed by all the parties shall be maintained by the Borrower and the Administrative Agent. This Omnibus Amendment Agreement may be executed and delivered by electronic transmission with the same force and effect as if the same was a fully executed and delivered original manual counterpart. The words “execution”, “execute”, “signed”, “signature”, and words of like import in or related to any document signed or to be signed in connection with this Omnibus Amendment Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the parties hereto, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Omnibus Amendment Agreement as of the date first above written.

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[Signature Page to Omnibus Amendment Agreement]

[Signature Page to Omnibus Amendment Agreement]

[Signature Page to Omnibus Amendment Agreement]

[Signature Page to Omnibus Amendment Agreement]

[Signature Page to Omnibus Amendment Agreement]

[Signature Page to Omnibus Amendment Agreement]

[Signature Page to Omnibus Amendment Agreement]

[Signature Page to Omnibus Amendment Agreement]

[Signature Page to Omnibus Amendment Agreement]

Exhibit A-1

Credit Agreement

[Attached]

Execution VersionFinal Form

Conformed to Omnibus Amendment

CREDIT AGREEMENT

Dated as of June 9, 2020

(as amended by the Omnibus Amendment, dated as of November 9, 2021)
among

GEYSERS POWER COMPANY, LLC,

as Borrower,

THE GUARANTORS PARTY HERETO,

as Guarantors,

THE LENDERS AND ISSUING BANKS PARTIES HERETO

withWith

THE HUNTINGTON NATIONAL BANK

and NATIONAL AUSTRALIA BANK LIMITED,

as Senior Managing Agents

Geysers Geothermal Projects

$1,100,000,0001,750,000,000 Senior Secured Credit Facilities

TABLE OF CONTENTS

TABLE OF CONTENTS

(continued)

TABLE OF CONTENTS

(continued)

Index of Schedules and Exhibits

This CREDIT AGREEMENT, dated as of June 9, 2020 (this “Agreement”), is entered into among GEYSERS POWER COMPANY, LLC, a Delaware limited liability company, as borrower (“Borrower”), GEYSERS INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company, as Holdings (“Holdings”), GEYSERS COMPANY, LLC, a Delaware limited liability company (“Geysers Company”), WILD HORSE GEOTHERMAL, LLC, a Delaware limited liability company (“Wild Horse”) and CALISTOGA HOLDINGS, LLC, a Delaware limited liability company (“Calistoga”, and, together with Holdings, Geysers Company, Wild Horse, and each subsidiary of an Obligor that becomes a “Guarantor” from time to time in accordance with the terms hereof, each a “Guarantor” and together, the “Guarantors”), THE FINANCIAL INSTITUTIONS LISTED ON SCHEDULE 2.2(a) OR WHO LATER BECOME A PARTY HERETO, as Lenders and Issuing Banks (the financial institutions party to this Agreement being collectively referred to as the “Lenders”), MUFG BANK, LTD., as administrative agent for the Lenders (together with its permitted successors and assigns in such capacity, “Administrative Agent”) and MUFG UNION BANK, N.A. as First Lien Collateral Agent for the First Lien Secured Parties (together with its permitted successors and assigns in such capacity appointed pursuant to the Intercreditor Agreement, “First Lien Collateral Agent”) with COBANK, ACB, COÖPERATIEVE RABOBANK, U.A., NEW YORK BRANCH, ING CAPITAL LLC, MIZUHO BANK, LTD., MUFG UNION BANK, N.A., NATIONAL BANK OF CANADA, SUMITOMO MITSUI BANKING CORPORATION, and SUNTRUST ROBINSON HUMPHREYTRUIST SECURITIES, INC., as Coordinating Lead Arrangers and Bookrunners, CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK and NATIXIS, NEW YORK BRANCH , as Coordinating Lead ArrangerArrangers, Bookrunners, and Green Loan Coordinators, BNP PARIBAS, as Coordinating Lead Arranger, Bookrunner, and Syndication Agent, COBANK, ACB, COÖPERATIEVE RABOBANK, U.A.BANK OF CHINA, NEW YORK BRANCH and ING CAPITAL LLC, BANK OF MONTREAL, BARINGS, LLC, HSBC BANK USA, N.A., and KOOKMIN BANK, NEW YORK BRANCH, as Joint Lead Arrangers and THE HUNTINGTON NATIONAL BANK and NATIONAL AUSTRALIA BANK LIMITED, as Senior Managing Agents.

WHEREAS:

NOW, THEREFORE, in consideration of the agreements herein and in the other Credit Documents and in reliance upon the representations and warranties set forth herein and therein, the parties hereto agree as follows:

Unless otherwise defined in Exhibit A or otherwise expressly provided in this Agreement, capitalized terms used herein shall have the meanings provided in the First Lien Common Terms Agreement or, if not in the First Lien Common Terms Agreement, in the Intercreditor Agreement.

Except as otherwise expressly provided, the rules of interpretation set forth in Exhibit A shall apply to this Agreement and the other Credit Documents.

Borrower shall so deliver each Notice of Conversion of Loan Type so as to provide at least the applicable Minimum Notice Period. Any Notice of Conversion of Loan Type may be modified or revoked by Borrower through the Banking Day prior to the Minimum Notice Period, and shall thereafter be irrevocable. Each Notice of Conversion of Loan Type shall be delivered in the manner provided in Section 11.1. Administrative Agent shall promptly notify each Lender of the contents of each Notice of Conversion of Loan Type.

Any Mandatory Prepayments shall be applied (x) first, to outstanding Term Loans and Incremental Term Loans and outstanding LC Loans and outstanding Drawing Payments, pro rata, until all Term Loans, LC Loans and Drawing Payments have been repaid in full, (y) second, to the Cash Collateralization of any outstanding Letters of Credit and (z) third, to all other First Lien Obligations due and payable under the Credit Documents.

Each Lender Party agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and the Administrative Agent in writing of its legal inability to do so.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may, by mutual agreement, amend this Agreement by replacing the LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a:

and the result of any of the foregoing shall be to increase the cost (other than any cost relating to any Taxes) to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letters of Credit (or of maintaining its obligation to participate in or to issue any Letters of Credit), or to reduce the amount of any sum received or receivable by such Lender, Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Issuing Bank or other Recipient, Borrower shall pay to such Lender, Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, Issuing Bank or other Recipient, as the case may be, for such additional costs incurred or reduction suffered (without duplication and after netting out the effect of any benefits resulting therefrom).

If Borrower shall (a) repay or prepay any LIBOR Loans on any day other than the last day of an Interest Period for such Loans (whether an Optional Prepayment or a Mandatory Prepayment), (b) fail to convert any Loans into LIBOR Loans in accordance with a Notice of Conversion of Loan Type delivered to Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) after such Notice of Conversion of Loan Type has become irrevocable, (c) fail to continue a LIBOR Loan in accordance with a Confirmation of Interest Period Selection delivered to Administrative Agent, or (d) fail to make any prepayment in accordance with any notice of prepayment delivered to Administrative Agent, then Borrower shall, within ten days after demand by any Lender, reimburse such Lender for all reasonable costs and losses incurred by such Lender as a result of such repayment, prepayment or failure (“Liquidation Costs”). Borrower understands that such costs and losses may include losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund LIBOR Loans (other than non-receipt of the margin applicable to such LIBOR Loans). Each Lender demanding payment under this Section 2.7 shall deliver to Borrower a certificate setting forth in reasonable detail the basis for and the amount of costs and losses for which demand is made. Such a certificate so delivered to Borrower shall, in the absence of manifest error, be conclusive and binding as to the amount of such loss for purposes of this Agreement.

The obligation of the Lenders to make the Term Loans or LC Loans on the Closing Date, as applicable, under this Agreement, and the obligation of any Issuing Bank to issue any Letter of Credit hereunder on the Closing Date is subject to the prior satisfaction of each of the following conditions (unless waived in writing by Administrative Agent with the consent of the Lenders) (the date such conditions precedent are so satisfied or waived being referred to as the “Closing Date”):

The obligation of any Lenders to make the LC Loans after the Closing Date or to issue, amend or renew Letters of Credit after the Closing Date is subject to the prior satisfaction of each of the following conditions (unless waived in writing by Administrative Agent with the consent of the Lenders) (any date such conditions precedent are so satisfied or waived being referred to as a “Borrowing Date”):

Each Obligor makes each representation and warranty set forth in Article 3 (Representations and Warranties) of the First Lien Common Terms Agreement and each of the following supplemental representations and warranties set forth in this Article 4, on the Closing Date and as of the date of each Credit Event (unless such representation and warranty is stated to be made as of a specific date), in favor of, the First Lien Collateral Agent, each of the Lender Parties and each other party hereto:

Each Obligor has duly authorized, executed and delivered each Credit Document to which such Obligor is a party (or such Credit Documents have been duly and validly assigned to such Obligor and such Obligor has authorized the assumption thereof, and has assumed the obligations of the assignor thereunder) and neither any Obligor’s execution and delivery thereof nor its consummation of the transactions contemplated thereby nor its compliance with the terms thereof

Each of the Credit Documents and, except as otherwsie permitted by Section 6.2, the Major Project Contracts to which each Obligor is a party is a legal, valid and binding obligation of such Obligor, enforceable against such Obligor in accordance with its terms, except to the extent that enforceability may be limited by (a) applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights, (b) the effect of general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law), or (c) implied covenants of good faith and fair dealing.

As of the Closing Date, since December 31, 2019 there has occurred no event or circumstance which could reasonably be expected to have a Material Adverse Effect.

Borrower is not an investment company or a company controlled by an investment company, within the meaning of the Investment Company Act of 1940, as amended. Borrower is not a “covered fund” under Section 13 of the Bank Holding Company Act of 1956, as amended, as such term is defined in the final regulations issued on December 10, 2013 implementing Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (commonly known as the “Volcker Rule”).

As of the Closing Date, except as would not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect, no ERISA Event has occurred or is reasonably expected to occur. Except as would not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect, (a) neither Holdings or its Subsidiaries has incurred or reasonably expect to incur liability under Title IV of ERISA with respect to the termination of or withdrawal from any ERISA Plan or Multiemployer Plan and (b) each ERISA Plan that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to result in the loss of such qualification.

Except as set forth in Schedule 4.9 and as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Holdings, and each of its Subsidiaries are in compliance with all applicable Environmental Laws and Applicable Permits required under Environmental Laws to conduct their businesses and operations as currently conducted.

No labor dispute with the employees of the Borrower or any Subsidiary exists or, to the knowledge of the Borrower, is imminent that would reasonably be expected to have a Material Adverse Effect.

As of the Closing Date, copies of all of the Major Project Contracts executed on or prior to such date have been delivered to Administrative Agent. As of the Closing Date, there are no services or materials required for development, construction, operation and maintenance of the Projects in accordance with the Specified Major Project Contracts, other than those (a) to be provided under the Project Contracts, (b) that are not material to the development, construction, operation and maintenance of the Projects or (c) that can reasonably be expected to be commercially available at or for delivery to the Projects on commercially reasonable terms. As of the Closing Date, there is no default or event of default under the Material Project Contracts (other than any such default or event of default arising from or relating to the bankruptcy filing by Pacific Gas & Electric Company in the Northern District of California under Chapter 11 of the Bankruptcy Law), which could reasonably be expected to have a Material Adverse Effect.

Holdings and its Subsidiaries have accurately prepared and timely filed all federal, state and other tax returns that are required to be filed by them and have paid or made provision for the payment of all taxes, assessments, governmental or other similar charges, including without limitation, all sales and use taxes and all taxes which they are obligated to withhold from amounts owing to their respective employees, creditors and third parties, with respect to the periods covered by such tax returns (whether or not such amounts are shown as due on any tax return), except any amounts that an Obligor is contesting in good faith for which appropriate reserves have been provided in accordance with GAAP or where the failure to so accurately prepare, file or pay would not reasonably be expected to have a Material Adverse Effect. No deficiency assessment with respect to a proposed adjustment of the Borrower’s or any of the Subsidiaries’ federal, state, or other taxes is pending or, to the Borrower’s knowledge, threatened, which would reasonably be expected to have a Material Adverse Effect. There is no material tax Lien, whether imposed by any federal, state, or other taxing authority, outstanding against the assets, properties or business of the Borrower or any of its Subsidiaries, which would reasonably be expected to have a Material Adverse Effect.

As of the date hereof, Borrower is an entity that is disregarded as separate from its regarded owner for U.S. federal income tax purposes.

No consent, approval, authorization or order of, or registration, qualification or filing with any court or regulatory authority or other governmental agency or instrumentality (including but not limited to, prior authorization from FERC under Sections 203 or 204 of the FPA) is required in connection with the consummation by the Borrower and the other Obligors of the transactions contemplated by the Credit Documents, except such consents, approvals, authorizations, registrations or qualifications (a) as have been obtained or made, (b) as may be required under state securities or “blue sky” laws in connection with the transactions contemplated by the Credit Documents, (c) as may be required in connection with an exercise of remedies under the First Lien Collateral Documents, or (d) the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect.

No Obligor is engaged principally, or as one of its principal activities, in the business of extending credit for the purpose of “buying”, “carrying” or “purchasing” margin stock (each as defined in Regulations T, U or X of the Federal Reserve Board), and no part of the proceeds of the Loans shall be used by any Obligor for the purpose of “buying”, “carrying” or “purchasing” any such margin stock or for any other purpose which violates the provisions of the regulations of the Federal Reserve Board.

Borrower has prepared the Annual Operating Budget and the Base Case Projections and is responsible for developing the assumptions on which such Annual Operating Budget and the Base Case Projections are based; and such Annual Operating Budget and the Base Case Projections (a) as of the date delivered, updated or supplemented are based on reasonable assumptions (including as to all legal and factual matters material to the estimates set forth therein), and (b) as of the date delivered, updated or supplemented are consistent in all material respects with the provisions of the Project Contracts executed on or prior to such date (it being understood that such Annual Operating Budget and the Base Case Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Borrower, and Borrower makes no representation or warranty as to (a) the attainability of such Annual Operating Budget and the Base Case Projections or as to whether such Annual Operating Budget and the Base Case Projections shall be achieved and (b) any assumptions or projections therein provided by any third-party consultant).

In the case of each financial statement of Holdings and its Subsidiaries and accompanying information delivered by Borrower under (a) Section 3.1(m), each such financial statement and information has been prepared in conformity with GAAP and fairly presents, in all material respects, the financial position of Holdings and its Subsidiaries described therein for each of the periods then ended, subject, if applicable, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments, the absence of footnote disclosure and the exclusion of income tax impacts, and (b) Section 5.3, each such financial statement and information has been prepared in conformity with GAAP and fairly presents, in all material respects, the financial position of Holdings and its Subsidiaries described therein for each of the periods then ended, subject, if applicable, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments, the absence of footnote disclosure and the exclusion of income tax impacts.

No Default or Event of Default which has not been disclosed to Administrative Agent in writing has occurred and is continuing.

The Obligors have good title in fee simple to all real property owned by them and good title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects (other than Permitted Liens), except where the failure to possess such title would not reasonably be expected to have a Material Adverse Effect. The Obligors have a good leasehold interest in any real property held under lease by the Obligors, in each case free and clear of all liens, encumbrances and defects (other than Permitted Liens), except where the failure to possess such interests would not reasonably be expected to have a Material Adverse Effect. The Borrower and the Guarantors have a good and valid interest in any real property held by the Borrower and the Guarantors under easements, rights-of-way, permits or licenses, in each case free and clear of all liens, encumbrances and defects (other than Permitted Liens), except where the failure to possess such interests would not reasonably be expected to have a Material Adverse Effect. The Borrower and the Guarantors possess all real property rights and interests necessary to operate and maintain all of the electrical generation facilities of the Borrower and the Guarantors as currently operated and maintained, except where the failure to possess such rights and interests would not reasonably be expected to have a Material Adverse Effect.

Except as disclosed in Schedule 4.21, Holdings and its Subsidiaries own or possess sufficient trademarks, trade names, patent rights, copyrights, licenses, approvals, trade secrets and other similar rights (collectively, “Intellectual Property Rights”) reasonably necessary to conduct their businesses as now conducted, in each case, except where the failure to own or possess such Intellectual Property Rights would not reasonably be expected to have a Material Adverse Effect, and the expected expiration of any of such Intellectual Property Rights would not reasonably be expected to have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries has received any notice of infringement or conflict with asserted Intellectual Property Rights of others, which could reasonably be expected to have a Material Adverse Effect.

The respective liens and security interests granted to First Lien Collateral Agent (for the benefit of the First Lien Secured Parties) pursuant to the First Lien Collateral Documents (a) constitute as to personal property included in the Collateral a valid security interest, and (b) constitute as to real property included in the Collateral, upon the execution of the Mortgages in accordance with Section 4.13 (Post-Closing Covenant) of the First Lien Common Terms Agreement and the recording of the Mortgages in the appropriate filing office, a valid lien of record and security interest in such Collateral. The security interest granted to First Lien Collateral Agent (for the benefit of the First Lien Secured Parties) pursuant to the First Lien Collateral Documents in the Collateral consisting of personal property shall be perfected (x) with respect to any property that can be perfected by filing, upon the filing of financing statements in the filing offices identified in Schedule 4.22, (y) with respect to any property that can be perfected by control, upon execution of the Control Agreements (as defined in the Depositary Agreement) or the Depositary Agreement, as applicable, and (z) with respect to any property (if any) that can be perfected by possession, upon First Lien Collateral Agent receiving possession thereof, and in each case such security interest shall be, as to Collateral perfected under the UCC or otherwise as aforesaid and to the extent provided therein, superior and prior to the rights of all third Persons now existing or hereafter arising whether by way of mortgage, lien, security interests, encumbrance, assignment or otherwise, except for Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection and except for the Collateral covered by the Mortgages, all such action as is necessary has been taken to establish and perfect First Lien Collateral Agent’s rights in and to the Collateral in existence on such date to the extent First Lien Collateral Agent’s security interest can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action. As of the Closing Date, no filing, recordation, re-filing or re-recording other than those listed on Schedule 4.22 hereto is necessary to perfect and maintain the perfection of the interest, title or Liens of the First Lien Collateral Documents, and as soon as reasonably practicable after the Closing Date all such filings or recordings shall have been made to the extent First Lien Collateral Agent’s security interest can be perfected by filing except for the Collateral secured by the Mortgages, which filings in respect of the Mortgages shall be made in accordance with Section 4.13 ( Post-Closing Covenant) of the First Lien Common Terms Agreement. Borrower has properly delivered or caused to be delivered, or provided control (to the extent providing control is possible using commercially reasonable efforts), to First Lien Collateral Agent with respect to all Collateral that permits perfection of the Lien and security interest described above by possession or control.

Immediately after giving effect to the transactions to occur on the Closing Date and immediately following the occurrence of each other Credit Event, (a) the fair value of the assets of the Obligors, on a consolidated basis, shall exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Obligors, (b) the present fair saleable value of the property of the Obligors shall be greater than the amount that will be required to pay the probable liability, on a consolidated basis, of the Obligors on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) the Obligors shall, on a consolidated basis, be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured (after giving effect to any guarantees and credit support), and (d) the Obligors shall, on a consolidated basis, not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the Closing Date. For purposes of this Section 4.24 (x) “able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured (after giving effect to any guarantees and credit support)” means that such Person shall be able to generate enough cash from operations, asset dispositions or refinancings, or a combination thereof, to meet its obligations as they become due, and (y) the amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Holdings has caused its Subsidiaries to have insurance coverage in at least the amounts and against such risks as required by Section 4.11 (Maintenance of Insurance) of the First Lien Common Terms Agreement.

To the extent that Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the information included in the Beneficial Ownership Certification is true and correct.

Each Obligor covenants and agrees that until the Discharge of First Lien Obligations under this Agreement and the other Credit Documents (other than those contingent First Lien Obligations that are intended to survive the termination of this Agreement and the other applicable Credit Documents), it shall perform or observe or cause to be performed or observed (as applicable) each of the obligations set forth in Article 4 (Affirmative Covenants) of the First Lien Common Terms Agreement and each of the following supplemental obligations set forth in this Article 5:

No later than 45 days after each Principal Repayment Date, Borrower shall calculate and deliver to Administrative Agent the Debt Service Coverage Ratio for the Calculation Period of such Principal Repayment Date.

The Borrower and the Guarantors shall use commercially reasonably efforts to obtain from each counterparty to each Major Project Contract that is in effect as of the Closing Date a Consent within ninety days following the Closing Date. Concurrently with or promptly after entering into any Replacement Major Project Contract that is also a Major Project Contract after the Closing Date, the Borrower or the Guarantor, as applicable, shall use commercially reasonable efforts to obtain from the counterparty under such Replacement Major Project Contract that is also a Major Project Contract, and deliver or cause to be delivered to the First Lien Collateral Agent, a Consent.

Borrower shall, upon the request of Administrative Agent or Required Lenders, participate in a meeting of Administrative Agent and Lenders (which, unless an Event of Default has occurred and is continuing, shall be limited to no more than once during each fiscal year) to be held telephonically at such time as may be agreed to by Borrower and Administrative Agent.