Common use of Bankruptcy; Insolvency Clause in Contracts

Bankruptcy; Insolvency. (a) The Borrower or any other Joint Venture Company shall institute a voluntary case or undertake actions to form an arrangement with creditors for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction), or shall consent to the institution of an involuntary case thereunder against it; or the Borrower shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirements, or shall consent thereto; or the Borrower or any other Joint Venture Company shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or the Borrower or any other Joint Venture Company shall make an assignment for the benefit of creditors; or the Borrower or any other Joint Venture Company shall admit in writing its inability to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of the Borrower or any other Joint Venture Company under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against the Borrower or any other Joint Venture Company under any other Legal Requirements and (i) the petition commencing the involuntary case is not timely controverted, (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of the Borrower or any other Joint Venture Company and such appointment is not vacated within sixty (60) days, or (iv) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of the Borrower or any other Joint Venture Company of all or a part of their property, shall have been entered; or any other similar relief shall be granted against the Borrower or any other Joint Venture Company under any Legal Requirements; and (b) NCPGC, the EPC Contractor, or Harbin Power shall institute a voluntary case or undertake actions to form an arrangement with creditors for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction), or shall consent to the institution of an involuntary case thereunder against it; or shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirements, or shall consent thereto; or shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or shall make an assignment for the benefit of creditors; or shall admit in writing its inability to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of NCPGC, the EPC Contractor, or Harbin Power under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against NCPGC, the EPC Contractor, or Harbin Power under other Legal Requirements and (i) the petition commencing the involuntary case is not timely controverted, (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of any of NCPGC, the EPC Contractor, or Harbin Power and such appointment is not vacated within sixty (60) days, or (iv) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of any of NCPGC, the EPC Contractor, or Harbin Power of all or a part of any of their respective property, shall have been entered; or any other similar relief shall be granted against the NCPGC, the EPC Contractor, or Harbin Power under any Legal Requirements.

Bankruptcy; Insolvency. A. If (ai) The Borrower Tenant or any other Joint Venture Company Guarantor shall institute a voluntary case become insolvent or undertake actions to form an arrangement with creditors for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction), or shall consent to the institution of an involuntary case thereunder against it; or the Borrower shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirements, or shall consent thereto; or the Borrower or any other Joint Venture Company shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or the Borrower or any other Joint Venture Company shall make an assignment for the benefit of creditors; or the Borrower or any other Joint Venture Company shall admit in writing its inability to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of the Borrower or any other Joint Venture Company under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against the Borrower or any other Joint Venture Company under any other Legal Requirements and (i) the petition commencing the involuntary case is not timely controverted, (ii) if there shall be filed against or by Tenant or Guarantor in any court, pursuant to any statute either of the United States or of any state, a petition commencing in bankruptcy or insolvency or for arrangement or reorganization or for the involuntary case appointment of a receiver or trustee of all or portion of Tenant's or Guarantor's property and it is not dismissed discharged within thirty (30) days after filing; or (iii) in the case of a filing under Title 11 of the United States Code (the Federal Bankruptcy Act), if this Lease is not assumed within sixty (60) days after filing; then upon the occurrence of its filingany of such foregoing events, (iii) this Lease shall, automatically and as a matter of law, be deemed to have been cancelled, terminated, expired and rejected in which event neither Tenant nor any Person claiming through or under Tenant by virtue of any statute or of an interim trustee is appointed order of any court shall be entitled to take acquire or remain in possession of all the Premises, and Landlord shall have no further liability hereunder and Tenant or a portion any such Person, if in possession, shall forthwith quit and surrender the Premises. If this Lease shall be so cancelled or terminated, Landlord, in addition to the other rights and remedies of Landlord by virtue of any other provision herein or elsewhere in this Lease contained or by virtue of any statute or rule of law, may retain and apply to damages incurred by Landlord, any Rent, Security Deposit or monies received by Landlord from Tenant or on behalf of Tenant. B. In the event of the propertytermination or rejection of this Lease pursuant to Subsection A hereof, and/or Landlord shall be entitled to operate all recover from Tenant an amount equal to the maximum allowed by any statute, law or any part rule of law in effect at the business of time when, and governing the Borrower or any other Joint Venture Company and proceeding in which, such appointment is not vacated within sixty (60) days, or (iv) an order for relief damages are to be proved. If this Lease shall have been issued terminated pursuant to Section 8.2 or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiverotherwise, liquidator, sequestrator, trustee or other officer having similar powers of the Borrower or any other Joint Venture Company of all or a part of their property, shall have been entered; or any other similar relief shall be granted against the Borrower or any other Joint Venture Company under any Legal Requirements; and (b) NCPGC, the EPC Contractor, or Harbin Power shall institute a voluntary case or undertake actions to form an arrangement with creditors for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction), or shall consent prior to the institution of an involuntary case thereunder against it; or shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirements, or shall consent thereto; or shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or shall make an assignment for the benefit of creditors; or shall admit in writing its inability to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of NCPGC, the EPC Contractor, or Harbin Power under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against NCPGC, the EPC Contractor, or Harbin Power under other Legal Requirements and (i) the petition commencing the involuntary case is not timely controverted, (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business occurrence of any of NCPGCthe events described in Subsection 8.1A above, the EPC Contractor, then Landlord's rights under this Lease shall not be affected or Harbin Power and such appointment is not vacated within sixty (60) days, or (iv) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of any of NCPGC, the EPC Contractor, or Harbin Power of all or a part of any of their respective property, shall have been entered; or any other similar relief shall be granted against the NCPGC, the EPC Contractor, or Harbin Power under any Legal Requirementsprejudiced by this Section 8.1.

Bankruptcy; Insolvency. (a) The Borrower Any of Borrower, Member, any Project Company, any Affiliated Participant or any other Joint Venture Company Major Project Participant, as long as such Person remains a Major Project Participant (each such Person, the “Subject Person”) shall institute a voluntary case seeking liquidation or undertake actions to form an arrangement with creditors for reorganization under the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdictionstatute), or shall consent to the institution of an involuntary case thereunder against it; or any of the Borrower Subject Persons shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirementsapplicable federal, state or other applicable law, or shall consent thereto; or any of the Borrower or any other Joint Venture Company Subject Persons shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or the Borrower , or any other Joint Venture Company of the Subject Persons shall make an assignment for the benefit of creditorscreditors (except for the collateral assignments and grants of security interests to Security Agent pursuant to the Financing Documents); or any of the Borrower or any other Joint Venture Company Subject Persons shall admit in writing its inability to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of any of the Borrower or any other Joint Venture Company Subject Persons under any the Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdictionstatute) or any similar proceeding shall be commenced against any of the Borrower or any other Joint Venture Company Subject Persons under any other Legal Requirements applicable federal, state or other applicable law and (i) the petition commencing the involuntary case is not timely controverted, ; (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, ; (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of any of the Borrower or any other Joint Venture Company Subject Persons and such appointment is not vacated within sixty (60) days, ; or (iv) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers over any of the Borrower Subject Persons or any other Joint Venture Company of all or a part of their property, shall have been entered; or any other similar relief shall be granted against any of the Subject Persons under any federal, state or other applicable law (any such event, a “Bankruptcy Event”); provided, however, that solely with respect to any BOP Contractor, Borrower or any other Joint Venture Company under any Legal Requirements; and (b) NCPGC, the EPC Contractor, or Harbin Power Affiliated Participant shall institute a voluntary case or undertake actions to form an arrangement with creditors for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction), or shall consent to the institution of an involuntary case thereunder against it; or shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirements, or shall consent thereto; or shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or shall make an assignment for the benefit of creditors; or shall admit in writing its inability to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of NCPGC, the EPC Contractor, or Harbin Power under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against NCPGC, the EPC Contractor, or Harbin Power under other Legal Requirements and (i) the petition commencing the involuntary case is not timely controverted, (ii) the petition commencing the involuntary case is not dismissed within have sixty (60) days of its filing, (iii) an interim trustee is appointed following any Bankruptcy Event to take possession of all or replace such BOP Contractor with a portion of the property, and/or to operate all or any part of the business of any of NCPGC, the EPC Contractor, or Harbin Power and such appointment is not vacated within sixty (60) days, or (iv) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of any of NCPGC, the EPC Contractor, or Harbin Power of all or a part of any of their respective property, shall have been entered; or any other similar relief shall be granted against the NCPGC, the EPC Contractor, or Harbin Power under any Legal RequirementsReplacement Obligor.

Bankruptcy; Insolvency. (a) The Borrower or any other Joint Venture Company Significant ---------------------- Subsidiary shall institute a voluntary case become insolvent or undertake actions generally fail to form an arrangement with creditors for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction)pay, or shall consent admit in writing its inability to the institution of an involuntary case thereunder against it; or the Borrower shall file a petitionpay, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirements, or shall consent theretodebts as they become due; or the Borrower or any other Joint Venture Company Significant Subsidiary shall apply for, consent to, or by consent or acquiescence there shall be an acquiesce in, the appointment ofof a trustee, a receiver, liquidator, sequestrator, trustee sequestrator or other officer with similar powers; or custodian for the Borrower or such Significant Subsidiary or any other Joint Venture Company shall property of any thereof, or make an a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, receiver, sequestrator or other custodian shall be appointed for the Borrower or any Significant Subsidiary or for a substantial part of the property of any thereof and not be discharged within 60 days; or any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, shall be commenced in respect of the Borrower or any Significant Subsidiary, and, if such case or proceeding is not commenced by the Borrower or such Significant Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Significant Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed; or the Borrower or any other Joint Venture Company Significant Subsidiary shall admit take any corporate action to authorize, or in writing its inability to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization furtherance of, any of the Borrower or any other Joint Venture Company under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against the Borrower or any other Joint Venture Company under any other Legal Requirements and (i) the petition commencing the involuntary case is not timely controverted, (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of the Borrower or any other Joint Venture Company and such appointment is not vacated within sixty (60) days, or (iv) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of the Borrower or any other Joint Venture Company of all or a part of their property, shall have been entered; or any other similar relief shall be granted against the Borrower or any other Joint Venture Company under any Legal Requirements; and (b) NCPGC, the EPC Contractor, or Harbin Power shall institute a voluntary case or undertake actions to form an arrangement with creditors for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction), or shall consent to the institution of an involuntary case thereunder against it; or shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirements, or shall consent thereto; or shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or shall make an assignment for the benefit of creditors; or shall admit in writing its inability to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of NCPGC, the EPC Contractor, or Harbin Power under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against NCPGC, the EPC Contractor, or Harbin Power under other Legal Requirements and (i) the petition commencing the involuntary case is not timely controverted, (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of any of NCPGC, the EPC Contractor, or Harbin Power and such appointment is not vacated within sixty (60) days, or (iv) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of any of NCPGC, the EPC Contractor, or Harbin Power of all or a part of any of their respective property, shall have been entered; or any other similar relief shall be granted against the NCPGC, the EPC Contractor, or Harbin Power under any Legal Requirementsforegoing.

Bankruptcy; Insolvency. (a) The Borrower Any of the Borrower, the Pledgor or any other Joint Venture Company Major Participant shall institute become subject to a voluntary case or undertake actions Bankruptcy Event; provided that, with respect to form an arrangement with creditors for the purpose any Major Participant, no Event of paying past due debts, seeking liquidation, reorganization or moratorium Default shall occur as a result of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction), or shall consent to the institution of an involuntary case thereunder against it; or the Borrower shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirements, or shall consent thereto; or the Borrower or any other Joint Venture Company shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or the Borrower or any other Joint Venture Company shall make an assignment for the benefit of creditors; or the Borrower or any other Joint Venture Company shall admit in writing its inability to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of the Borrower or any other Joint Venture Company under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against the Borrower or any other Joint Venture Company under any other Legal Requirements and such circumstance if: (i) such Major Participant is BNSF, the petition commencing City, Entergy Arkansas, Inc., the involuntary case Project Manager, Xxxxxx Construction Corporation, the O&M Operator, or any Replacement Obligor for any such person, and such Major Participant is not timely controverted, performing its material obligations under the relevant Project Contract during the period of time in which it is the subject of a Bankruptcy Event; (ii) such Major Participant is a counterparty to a Power Purchase Agreement, and such Bankruptcy Event occurs and is continuing prior to (but not following) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, Commercial Operations Date; (iii) an interim trustee such Major Participant is appointed to take possession of all or a portion of the propertyCo-Participant, and/or to operate all or any part of the business of the Borrower or any other Joint Venture Company and such appointment is not vacated within sixty (60) daysBlack & Xxxxxx Holding Company, or (iv) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiverKiewit Construction Company, liquidatorOverland Contracting Inc., sequestrator, trustee or other officer having similar powers of the Borrower or any other Joint Venture Company of all or a part of their property, shall have been entered; or any other similar relief shall be granted against the Borrower or any other Joint Venture Company under any Legal Requirements; and (b) NCPGCXxxxxxx Central Corp., the EPC Contractor, a counterparty to a Power Purchase Agreement or Harbin any Replacement Obligor for any such person, and (A) with respect to any such Major Participant (other than a counterparty to a Power Purchase Agreement or any Replacement Obligor for any such counterparty), such Bankruptcy Event occurs after the Commercial Operations Date, (B) such Major Participant is performing its material obligations under the relevant Project Contract during the period of time in which it is the subject of a Bankruptcy Event and (C) S&P and Xxxxx’x (if Xxxxx’x shall institute have rated the Facilities) shall have delivered a voluntary case or undertake actions written confirmation within twenty (20) Business Days of such Bankruptcy Event that the credit ratings assigned by S&P and Xxxxx’x (if Xxxxx’x shall have rated the Facilities) to form an arrangement with creditors for the purpose Debt of paying past due debts, seeking liquidation, reorganization or moratorium of paymentsthe Borrower hereunder, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction), or shall consent to the institution of an involuntary case thereunder against it; or shall file a petition, answer or consent or shall otherwise institute any similar proceeding Tax-Exempt Bonds and under any other Legal Requirements, Debt insured or shall consent thereto; or shall apply for, or guaranteed by consent or acquiescence there the Loan Insurer under the Insurance Policies shall be an appointment of, at least “BBB-” (with a receiver, liquidator, sequestrator, trustee or other officer stable outlook) in the case of S&P and “Baa3” (with similar powers; or shall make an assignment for a stable outlook) in the benefit case of creditors; or shall admit in writing its inability Xxxxx’x after giving effect to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of NCPGC, the EPC Contractor, or Harbin Power under such Bankruptcy Event (and without giving effect to any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against NCPGC, the EPC Contractor, or Harbin Power under other Legal Requirements and (i) the petition commencing the involuntary case is not timely controverted, (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of any of NCPGC, the EPC Contractor, or Harbin Power and such appointment is not vacated within sixty (60) days, or Insurance Policies); or (iv) an order for relief shall have been issued or entered therein; or the Borrower obtains a decree or order Replacement Obligor within a reasonable period of time not to exceed ninety (90) days and such circumstance has not had and does not have, prior to so obtaining such Replacement Obligor, a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of any of NCPGC, the EPC Contractor, or Harbin Power of all or a part of any of their respective property, shall have been entered; or any other similar relief shall be granted against the NCPGC, the EPC Contractor, or Harbin Power under any Legal RequirementsMaterial Adverse Effect.

Bankruptcy; Insolvency. (a) The Borrower or any other Joint Venture Company shall institute a voluntary case or undertake actions to form an arrangement with creditors for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, All licenses granted under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction), or shall consent this Agreement by either Party to the institution other Party including, without limitation, licenses of an involuntary case thereunder against it; or any interests in the Borrower shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirements, or shall consent thereto; or the Borrower or any other Joint Venture Company shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or the Borrower or any other Joint Venture Company shall make an assignment for the benefit of creditors; or the Borrower or any other Joint Venture Company shall admit in writing its inability to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of the Borrower or any other Joint Venture Company under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against the Borrower or any other Joint Venture Company under any other Legal Requirements and (i) the petition commencing the involuntary case is not timely controvertedLicensor Patent Rights, (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filingOBI Know-How, (iii) an interim trustee the Licensed Products, and any embodiments of any such intellectual property and all other intellectual property in which Licensor has any interest (collectively, the "Intellectual Property"), for all purposes of Section 365 of Title 11 of the United States Code ("Title 11"), constitute "intellectual property" as defined in Title 11. During the term of this Agreement, each Party shall create and maintain current copies to the extent practicable of all such Intellectual Property. If a bankruptcy proceeding is appointed commenced by or against OBI under Title 11 (a “Bankrupcy Proceeding”), the Licensee shall be entitled to take obtain and retain a copy of any and all such Intellectual Property, and the same, if not already in the possession of all or a portion Licensee at the commencement of the propertyBankruptcy Proceeding, and/or shall be promptly delivered by the Party which commenced the Bankruptcy Proceeding or its duly appointed Trustee in the Bankruptcy Proceeding (the "Trustee") to operate Licensee upon the written request of Licensee. If Licensor or OBI commences a Bankruptcy Proceeding and that Party or its Trustee rejects this Agreement pursuant to Section 365 of Title 11, Licensee may, in its sole and absolute discretion, elect pursuant to Section 365(n) of Title 11 to either (i) retain all or rights granted to Licensee under this Agreement to the extent permitted by law, including, without limitation, all rights to enforce all exclusivity provisions with respect to the Intellectual Property and any part agreements supplementary to this Agreement to the Intellectual Property and any embodiments of the business of the Borrower or any other Joint Venture Company and such appointment is not vacated within sixty (60) days, Intellectual Property or (ivii) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of the Borrower or any other Joint Venture Company of all or a part of their property, shall have been entered; or any other similar relief shall be granted against the Borrower or any other Joint Venture Company under any Legal Requirements; andtreat this Agreement as terminated. (b) NCPGC, In the EPC Contractor, or Harbin Power shall institute a voluntary case or undertake actions to form an arrangement with creditors for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction), or shall consent to the institution of an involuntary case thereunder against it; or shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirements, or shall consent thereto; or shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or shall make an assignment for the benefit of creditors; or shall admit in writing its inability to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of NCPGC, the EPC Contractor, or Harbin Power under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against NCPGC, the EPC Contractor, or Harbin Power under other Legal Requirements and event that (i) the petition commencing the involuntary case a Bankruptcy Proceeding is not timely controverted, commenced by OBI or (ii) this Agreement is rejected in a Bankruptcy Proceeding of OBI pursuant to Section 365 of Title 11, Licensee retains all rights, in its sole and absolute discretion, to enforce its exclusive license, in the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iii) an interim trustee is appointed Territory to take possession of all or a portion of the propertyIntellectual Property as set forth in this Agreement, and/or with the right to operate all sublicense (subject to the terms of this Agreement) under the Licensor Patent Rights, to develop, make, have made, use, sell, offer to sell, import, export, distribute, manufacture and otherwise commercialize the Licensed Products in the Field; provided, however, that Licensee shall continue to fulfill its royalty obligations under this Agreement. Licensee agrees to pay Licensor, or any part Trustee in such Bankruptcy Proceeding of Licensor, a royalty for such a license equivalent to the business license royalty provision provided in this Agreement and these rights shall survive termination or expiration of any of NCPGC, the EPC Contractor, or Harbin Power and such appointment is not vacated within sixty (60) days, or (iv) an order for relief shall have been issued or entered therein; or this Agreement pursuant to a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of any of NCPGC, the EPC Contractor, or Harbin Power of all or a part of any of their respective property, shall have been entered; or any other similar relief shall be granted against the NCPGC, the EPC Contractor, or Harbin Power under any Legal RequirementsBankruptcy Proceeding.

Bankruptcy; Insolvency. (a) The Borrower or any other Joint Venture Company Borrower's shareholder shall institute a voluntary case seeking liquidation or undertake actions to form an arrangement with creditors for reorganization under the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdictionstatute), or shall consent to the institution of an involuntary case thereunder against it; or the Borrower or Borrower's shareholder shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirementsapplicable federal or state law, or shall consent thereto; or the Borrower or any other Joint Venture Company Borrower's shareholder shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; , or the Borrower or any other Joint Venture Company Borrower's shareholder shall make an assignment for the benefit of creditors; or the Borrower or any other Joint Venture Company Borrower's shareholder shall admit in writing its inability to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of the Borrower or any other Joint Venture Company Borrower's shareholder under any the Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdictionstatute) or any similar proceeding shall be commenced against the Borrower or any other Joint Venture Company Borrower's shareholder under any other Legal Requirements applicable federal or state law and (i) the petition commencing the involuntary case is not timely controverted, (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of the Borrower or any other Joint Venture Company Borrower's shareholder and such appointment is not vacated within sixty (60) days, or (iv) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of the Borrower or any other Joint Venture Company Borrower's shareholder or of all or a part of their property, shall have been entered; or any other similar relief shall be granted against the Borrower or any other Joint Venture Company Borrower's shareholder under any Legal Requirements; and (b) NCPGC, the EPC Contractor, applicable federal or Harbin Power shall institute a voluntary case or undertake actions to form an arrangement with creditors for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction), or shall consent to the institution of an involuntary case thereunder against it; or shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirements, or shall consent thereto; or shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or shall make an assignment for the benefit of creditors; or shall admit in writing its inability to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of NCPGC, the EPC Contractor, or Harbin Power under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against NCPGC, the EPC Contractor, or Harbin Power under other Legal Requirements and (i) the petition commencing the involuntary case is not timely controverted, (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of any of NCPGC, the EPC Contractor, or Harbin Power and such appointment is not vacated within sixty (60) days, or (iv) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of any of NCPGC, the EPC Contractor, or Harbin Power of all or a part of any of their respective property, shall have been entered; or any other similar relief shall be granted against the NCPGC, the EPC Contractor, or Harbin Power under any Legal Requirementsstate law.

Bankruptcy; Insolvency. (a) The Borrower In the event of any insolvency or bankruptcy case or proceeding, or any other Joint Venture Company shall institute a voluntary case or undertake actions to form an arrangement with creditors for the purpose of paying past due debtsreceivership, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (other similar case or any successor statute or similar statute proceeding in any relevant jurisdiction), or shall consent connection therewith relating to the institution of an involuntary case thereunder against it; or the Borrower shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirements, or shall consent thereto; or the Borrower or any other Joint Venture Company shall apply forthe Collateral, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or the Borrower or any other Joint Venture Company shall make an assignment for the benefit of creditors; or the Borrower creditors or any other Joint Venture Company marshalling of assets and liabilities of the Borrower, all of the Senior Indebtedness (which term as used throughout this Agreement shall admit include, without any limitation, any interest accruing after the occurrence of an Event of Default under the Senior Loan Documents whether or not such interest is allowed as a claim in writing its inability any bankruptcy or insolvency proceedings) due or to pay its debts generally as they become due; due shall first be paid in cash in full before any payment on account of principal, interest or if an involuntary case otherwise is made upon the Subordinate Indebtedness, and in any such proceeding, any payment or distribution of any kind or character which may be payable or deliverable with respect to the Subordinate Indebtedness shall be commenced seeking paid or delivered directly to the liquidation Auctus Fund for application in payment of the Senior Indebtedness, unless and until all such Senior Indebtedness shall have been paid and satisfied in full in cash. Further, each Subordinated Secured Party specifically agrees as follows: (a) A Subordinated Secured Party shall not take any action to contest (i) the validity of the liens or security interests granted to the Auctus Fund with respect to the Senior Loan Documents and Senior Indebtedness, (ii) the relative rights of the Auctus Fund and the Subordinated Secured Parties with respect to such liens and security interests or (iii) the enforceability of this Agreement or any of the Senior Loan Documents; (b) The subordination provisions contained herein shall continue to be effective or be reinstated, as the case may be, until such time as the Senior Indebtedness shall be paid in full in cash; provided that if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by the Auctus Fund upon the insolvency, bankruptcy or reorganization of the Borrower or any other Joint Venture Company under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding otherwise, the provisions of this Agreement shall again be commenced against operative until all Senior Indebtedness shall again be paid in full in cash, all as though such payment had not been made. In the Borrower or any other Joint Venture Company under any other Legal Requirements and (i) the petition commencing the involuntary case is not timely controvertedevent, (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iii) an interim trustee is appointed to take possession of all or a portion that following payment of the propertySenior Indebtedness in full in cash, and/or to operate all the Auctus Fund shall receive any payment or any part distribution on behalf of the business of Borrower, the Borrower Auctus Fund shall promptly deliver such payment or any other Joint Venture Company and such appointment is not vacated within sixty (60) days, or (iv) an order for relief shall have been issued or entered therein; or distribution to the Subordinated Secured Parties on a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of the Borrower or any other Joint Venture Company of all or a part of their property, shall have been entered; or any other similar relief shall be granted against the Borrower or any other Joint Venture Company under any Legal Requirementspro rata basis; and (b) NCPGC, the EPC Contractor, or Harbin Power shall institute a voluntary case or undertake actions to form an arrangement with creditors for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction), or shall consent to the institution of an involuntary case thereunder against it; or shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirements, or shall consent thereto; or shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or shall make an assignment for the benefit of creditors; or shall admit in writing its inability to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of NCPGC, the EPC Contractor, or Harbin Power under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against NCPGC, the EPC Contractor, or Harbin Power under other Legal Requirements and (i) the petition commencing the involuntary case is not timely controverted, (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of any of NCPGC, the EPC Contractor, or Harbin Power and such appointment is not vacated within sixty (60) days, or (iv) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of any of NCPGC, the EPC Contractor, or Harbin Power of all or a part of any of their respective property, shall have been entered; or any other similar relief shall be granted against the NCPGC, the EPC Contractor, or Harbin Power under any Legal Requirements.

Bankruptcy; Insolvency. Any of the following events shall have occurred (each, a “Bankruptcy Event”): (a) The Borrower or any other Joint Venture Company Any of the Major Project Participants shall institute a voluntary case seeking liquidation or undertake actions to form an arrangement with creditors for reorganization under the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdictionstatute), or shall consent to the institution of an involuntary case thereunder against it; or ; (b) Any of the Borrower Major Project Participants shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirementsapplicable federal, state or other applicable law, or shall consent thereto; or ; (c) Any of the Borrower or any other Joint Venture Company Major Project Participants shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or ; (d) Any of the Borrower or any other Joint Venture Company Major Project Participants shall make an assignment for the benefit of creditors; or any of the Borrower or any other Joint Venture Company Major Project Participants shall admit in writing its inability to pay its debts generally as they become due; or if or (e) If an involuntary case shall be commenced seeking the liquidation or reorganization of any of the Borrower or any other Joint Venture Company Major Project Participants under any the Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdictionstatute) or any similar proceeding shall be commenced against any of the Borrower or any other Joint Venture Company Major Project Participants under any other Legal Requirements and applicable federal, state or other applicable law, and: (i) the petition commencing the involuntary case is not timely controverted, ; (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of the Borrower or any other Joint Venture Company and such appointment is not vacated within sixty (60) days, or (iv) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of the Borrower or any other Joint Venture Company of all or a part of their property, shall have been entered; or any other similar relief shall be granted against the Borrower or any other Joint Venture Company under any Legal Requirements; and; (b) NCPGC, the EPC Contractor, or Harbin Power shall institute a voluntary case or undertake actions to form an arrangement with creditors for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction), or shall consent to the institution of an involuntary case thereunder against it; or shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirements, or shall consent thereto; or shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or shall make an assignment for the benefit of creditors; or shall admit in writing its inability to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of NCPGC, the EPC Contractor, or Harbin Power under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against NCPGC, the EPC Contractor, or Harbin Power under other Legal Requirements and (i) the petition commencing the involuntary case is not timely controverted, (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of any of NCPGC, the EPC Contractor, or Harbin Power Major Project Participants and such appointment is not vacated within sixty (60) days, or ; (iv) an order for relief shall have been issued or entered therein; or ; (v) a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of any of NCPGC, the EPC Contractor, Major Project Participants or Harbin Power of all or a part of any of their respective property, shall have been entered; or or (vi) any other similar relief shall be granted against any of the NCPGC, the EPC Contractor, or Harbin Power Major Project Participants under any Legal Requirementsapplicable federal, state or other law; provided, however, that except with regard to a Bankruptcy Event of a Borrower Affiliate Entity or the Interconnector, a Bankruptcy Event shall not result in a Event of Default under this Section 7.4 if Borrower obtains a Replacement Obligor for the affected party within forty-five (45) days of such Bankruptcy Event and, in the reasonable judgment of Lender, such event has not had, does not have prior to and would not reasonably be expected to have after so obtaining such Replacement Obligor, a Material Adverse Effect.

Bankruptcy; Insolvency. Any of the following events shall have occurred (each, a “Bankruptcy Event”): (a) The Borrower Any of the Major Project Participants or NYSERDA (in the case of any Person other than a Noble Entity, only if such Major Project Participant or NYSERDA has at such time material unperformed obligations under any Project Document to which it is a party) or any other Joint Venture Company provider of any Acceptable Equity Support Security (collectively, the “Subject Persons”) shall institute a voluntary case seeking liquidation or undertake actions to form an arrangement with creditors for reorganization under the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdictionstatute), or shall consent to the institution of an involuntary case thereunder against it; or ; (b) Any of the Borrower Subject Persons shall file a petition, answer or consent or shall otherwise institute any proceeding similar proceeding to those described in Section 7.4(a) under any other Legal Requirementsapplicable federal, state or other applicable law, or shall consent thereto; or ; (c) Any of the Borrower or any other Joint Venture Company Subject Persons shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or ; (d) Any of the Borrower or any other Joint Venture Company Subject Persons shall make an assignment for the benefit of creditors; or any of the Borrower or any other Joint Venture Company Subject Persons shall admit in writing its inability to pay its debts generally as they become due; or if or (e) If an involuntary case shall be commenced seeking the liquidation or reorganization of any of the Borrower or any other Joint Venture Company Subject Persons under any the Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdictionstatute) or any similar proceeding shall be commenced against any of the Borrower or any other Joint Venture Company Subject Persons under any other Legal Requirements and applicable federal, state or other applicable law, and: (i) the petition commencing the involuntary case is not timely controverted, ; (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, ; (iii) an interim trustee is appointed to take possession of all or a material portion of the property, and/or to operate all or any material part of the business of any of the Borrower or any other Joint Venture Company Subject Persons and such appointment is not vacated within sixty (60) days, or ; (iv) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of the Borrower or any other Joint Venture Company of all or a part of their property, shall have been entered; or any other similar relief shall be granted against the Borrower or any other Joint Venture Company under any Legal Requirements; and (b) NCPGC, the EPC Contractor, or Harbin Power shall institute a voluntary case or undertake actions to form an arrangement with creditors for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction), or shall consent to the institution of an involuntary case thereunder against it; or shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirements, or shall consent thereto; or shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or shall make an assignment for the benefit of creditors; or shall admit in writing its inability to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of NCPGC, the EPC Contractor, or Harbin Power under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against NCPGC, the EPC Contractor, or Harbin Power under other Legal Requirements and (i) the petition commencing the involuntary case is not timely controverted, (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of any of NCPGC, the EPC Contractor, or Harbin Power therein and such appointment order is not vacated within sixty (60) days, or ; (ivv) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of any of NCPGC, the EPC Contractor, Subject Persons or Harbin Power of all or a material part of any of their respective property, shall have been enteredentered and such decree or order is not vacated within sixty (60) days; or or (vi) any other similar relief shall be granted against any of the NCPGC, the EPC Contractor, or Harbin Power Subject Persons under any Legal Requirementsapplicable federal, state or other law and such relief is not vacated within sixty (60) days; provided, however, that (except with regard to a Bankruptcy Event of any Noble Entity, Noble Environmental, any Equity Support Member or the Turbine Supplier), a Bankruptcy Event shall not result in an Event of Default under this Section 7.4 if Borrower obtains a Replacement Obligor for the affected party within sixty (60) days of such Bankruptcy Event.

Bankruptcy; Insolvency. (a) The Borrower or any other Joint Venture Company Borrower's majority shareholder shall institute a voluntary case seeking liquidation or undertake actions to form an arrangement with creditors for reorganization under the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdictionstatute), or shall consent to the institution of an involuntary case thereunder against it; or the Borrower or Borrower's majority shareholder shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirementsapplicable federal or state law, or shall consent thereto; or the Borrower or any other Joint Venture Company Borrower's majority shareholder shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; , or the Borrower or any other Joint Venture Company Borrower's majority shareholder shall make an assignment for the benefit of creditors; or the Borrower or any other Joint Venture Company Borrower's majority shareholder shall admit in writing its inability to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of the Borrower or any other Joint Venture Company Borrower's majority shareholder under any the Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdictionstatute) or any similar proceeding shall be commenced against the Borrower or any other Joint Venture Company Borrower's majority shareholder under any other Legal Requirements applicable federal or state law and (i) the petition commencing the involuntary case is not timely controverted, (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of the Borrower or any other Joint Venture Company Borrower's majority shareholder and such appointment is not vacated within sixty (60) days, or (iv) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of the Borrower or any other Joint Venture Company Borrower's majority shareholder or of all or a part of their property, shall have been entered; or any other similar relief shall be granted against the Borrower or any other Joint Venture Company Borrower's majority shareholder under any Legal Requirements; and (b) NCPGC, the EPC Contractor, applicable federal or Harbin Power shall institute a voluntary case or undertake actions to form an arrangement with creditors for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction), or shall consent to the institution of an involuntary case thereunder against it; or shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirements, or shall consent thereto; or shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or shall make an assignment for the benefit of creditors; or shall admit in writing its inability to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of NCPGC, the EPC Contractor, or Harbin Power under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against NCPGC, the EPC Contractor, or Harbin Power under other Legal Requirements and (i) the petition commencing the involuntary case is not timely controverted, (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of any of NCPGC, the EPC Contractor, or Harbin Power and such appointment is not vacated within sixty (60) days, or (iv) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of any of NCPGC, the EPC Contractor, or Harbin Power of all or a part of any of their respective property, shall have been entered; or any other similar relief shall be granted against the NCPGC, the EPC Contractor, or Harbin Power under any Legal Requirementsstate law.

Bankruptcy; Insolvency. The Tenant will be deemed to be in ---------------------- default as provided in this Lease (a) The Borrower without the Landlord giving any notice declaring the default), if all or any other Joint Venture Company shall institute substantially all of the assets of the Tenant are placed in the hands of a receiver or trustee, or if the Tenant files a voluntary case or undertake actions to form an arrangement with creditors for the purpose of paying past due debtspetition in bankruptcy, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction), or shall consent to the institution of an involuntary case thereunder against it; or the Borrower shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirements, or shall consent thereto; or the Borrower or any other Joint Venture Company shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or the Borrower or any other Joint Venture Company shall make makes an assignment for the benefit of creditors; or the Borrower or any other Joint Venture Company shall admit , admits in writing its inability to that the Tenant cannot pay its the debts generally of the Tenant as they the debts become due; , or is finally adjudicated a bankrupt, or if an involuntary case shall be commenced seeking the liquidation Tenant petitions or reorganization of institutes any proceedings under the Borrower United States Bankruptcy Code or any other Joint Venture Company under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against the Borrower or any other Joint Venture Company under any other Legal Requirements similar law. If a receiver, trustee or debtor-in-possession seeks to assume this Lease under the provisions of the Code or under some similar bankruptcy or insolvency statute, then this Lease or any interest in and to the Premises will not become an asset in any of the proceedings, will not be assumed and will not be assignable by the receiver, trustee or debtor-in-possession, unless the receiver, trustee or debtor-in-possession, within the time provided under the Code or statute cures all outstanding defaults and gives adequate assurances of future performance, including without limitation, assurances with respect to the payment and performance of the Rent (iincluding the Employment Standard) and the petition commencing other obligations of the involuntary case is Tenant as provided in this Lease, including the use and operation provisions of this Lease. In any such event as provided in this Lease in which the cures are not timely controvertedmade or the adequate assurances are not given within the time provided, (ii) this Lease will be deemed rejected and the petition commencing Landlord may, in addition to any and all rights or remedies of the involuntary case is not dismissed within sixty (60) days Landlord as provided in this Lease or at law, but subject to the rights of its filingany Leasehold Mortgagee, (iii) an interim trustee is appointed to reenter the Premises and take possession of the Premises and remove all persons and contents from the Premises and neither the Tenant, nor any guarantor of this Lease, nor any such receiver, trustee, debtor-in-possession, committee of creditors or a portion other legal entity created by such bankruptcy laws will have further claim as provided in this Lease or any further interest in the Premises. As used in this Lease, the phrase "adequate assurances" means clear and convincing evidence that the Tenant obligations as provided in this Lease and as provided in the Code are likely to be timely performed during the entire remaining balance of the property, and/or term of this Lease and the person or entity which is to operate all or any part render the performance has demonstrated to the satisfaction of the business Landlord substantial experience (for the use permitted in this Lease), has specifically assumed the obligations of the Borrower or any other Joint Venture Company Tenant as provided in this Lease, and such appointment is not vacated within sixty (60) dayscontractually bound directly to the Landlord, or (iv) an order for relief shall have been issued or entered therein; or taking into consideration that full performance of the Lease, including continued satisfaction of the Employment Standard, was a decree or order of a court having jurisdiction in the premises material inducement for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of the Borrower or any other Joint Venture Company of all or a part of their property, shall have been entered; or any other similar relief shall be granted against the Borrower or any other Joint Venture Company under any Legal Requirements; and (b) NCPGC, the EPC Contractor, or Harbin Power shall institute a voluntary case or undertake actions Landlord to form an arrangement with creditors for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction), or shall consent to the institution of an involuntary case thereunder against it; or shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirements, or shall consent thereto; or shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or shall make an assignment for the benefit of creditors; or shall admit in writing its inability to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of NCPGC, the EPC Contractor, or Harbin Power under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against NCPGC, the EPC Contractor, or Harbin Power under other Legal Requirements and (i) the petition commencing the involuntary case is not timely controverted, (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of any of NCPGC, the EPC Contractor, or Harbin Power and such appointment is not vacated within sixty (60) days, or (iv) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of any of NCPGC, the EPC Contractor, or Harbin Power of all or a part of any of their respective property, shall have been entered; or any other similar relief shall be granted against the NCPGC, the EPC Contractor, or Harbin Power under any Legal Requirementsenter into this Lease.

Bankruptcy; Insolvency. (a) The Borrower With respect to the Company or any other Joint Venture Company of its Significant Subsidiaries, either: (i) it shall institute commence a voluntary case case, proceeding, petition in bankruptcy or undertake actions to form a petition or an answer seeking reorganization or an arrangement with creditors or a judicial (including quiebra or a concurso preventivo under Argentine law) or extrajudicial preventive arrangement with some or all of its creditors (including an acuerdo preventivo extrajudicial under Argentine law) or other action: (A) under any Applicable Law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, curatorship, reorganization, suspension of payments or relief of debtors seeking to have an order for the purpose of paying past due relief entered with respect to it or seeking to adjudicate it bankrupt or insolvent or seeking curatorship, reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking liquidationappointment of a receiver, reorganization trustee, liquidator, administrator, curator, custodian, conservator or moratorium other similar official of paymentsit or for any substantial part of its Property, under any Bankruptcy Law (ii) an involuntary case, proceeding or any successor statute other action of a nature referred to in clause (i) shall be commenced against it that: (A) shall result in the entry of an order for relief or of an order granting or approving such adjudication or appointment referred to in clause (i) or (B) shall remain unstayed, undismissed or undischarged for a period of at least 90 days after the Company’s or such Significant Subsidiary’s Actual Knowledge of such action, (iii) an involuntary case, proceeding or other action shall be commenced against it that seeks issuance of a warrant of attachment, execution, distraint or similar statute process against any substantial part of its Property that shall result in any relevant jurisdiction), or shall consent to the institution entry of an involuntary case thereunder against it; order for any such relief and shall not have been vacated, discharged, stayed or bonded pending appeal within 90 days from the Borrower shall file a petitionentry thereof, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirements, or shall consent thereto; or the Borrower or any other Joint Venture Company shall apply for, or by consent or acquiescence (iv) there shall be an appointment ofcommenced against it any extra-judicial liquidation proceedings under any applicable insolvency laws or rules of any jurisdiction, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; which proceedings: (A) could reasonably be expected to result in the liquidation of the Company or the Borrower applicable Significant Subsidiary or any other Joint Venture Company shall make an assignment (B) remain unstayed, undismissed, unbonded (if applicable) or undischarged for at least 90 days after the benefit Company’s or such Significant Subsidiary’s Actual Knowledge of creditors; or the Borrower or any other Joint Venture Company such proceedings, (v) it shall admit in writing its inability to pay its debts generally Debts or other obligations as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of the Borrower or any other Joint Venture Company under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against the Borrower or any other Joint Venture Company under any other Legal Requirements and (i) the petition commencing the involuntary case is not timely controverted, (iivi) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of the Borrower or any other Joint Venture Company and such appointment is not vacated within sixty (60) days, or (iv) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of the Borrower or any other Joint Venture Company of all or a part of their property, shall have been entered; or any other similar relief shall be granted against the Borrower or any other Joint Venture Company under any Legal Requirements; and (b) NCPGC, the EPC Contractor, or Harbin Power shall institute a voluntary case or undertake actions to form an arrangement with creditors for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction), or shall consent to the institution of an involuntary case thereunder against it; or shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirements, or shall consent thereto; or shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or it shall make an a general assignment for the benefit of creditors; creditors or (vii) it shall admit take any corporate (or similar) (or its board of directors, shareholders or similar Persons shall take any) action in writing its inability to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of NCPGC, the EPC Contractorfurtherance of, or Harbin Power under indicating its consent to, approval of or acquiescence in, any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against NCPGC, the EPC Contractor, or Harbin Power under other Legal Requirements and (i) the petition commencing the involuntary case is not timely controverted, (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of any of NCPGC, the EPC Contractor, or Harbin Power and such appointment is not vacated within sixty (60) days, or (iv) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of any of NCPGC, the EPC Contractor, or Harbin Power of all or a part of any of their respective property, shall have been entered; or any other similar relief shall be granted against the NCPGC, the EPC Contractor, or Harbin Power under any Legal Requirementsforegoing acts.

Bankruptcy; Insolvency. If at any time after the date this Lease is entered in, (ai) The Borrower any proceedings in bankruptcy, insolvency or reorganization shall be instituted against Tenant pursuant to any federal or state law now or hereafter enacted, or any other Joint Venture Company receiver or trustee shall institute a voluntary case or undertake actions to form an arrangement with creditors be appointed for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (all or any successor statute portion of Tenant's business or similar statute in any relevant jurisdiction)property, or any execution or attachment shall consent to issue against Tenant or Tenant's business or property or against the institution leasehold estate created hereby and any of an involuntary case thereunder against itsaid proceedings, process or appointment be not discharged and dismissed within sixty (60) days from the date of said filing, appointment or issuance; or the Borrower (ii) Tenant shall file a petition, answer be adjudged as bankrupt or consent or shall otherwise institute any similar proceeding under any other Legal Requirementsinsolvent, or shall consent thereto; or the Borrower or any other Joint Venture Company shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or the Borrower or any other Joint Venture Company Tenant shall make an assignment for the benefit of creditors; , or the Borrower Tenant shall file a voluntary petition in bankruptcy or petition for or enter into an arrangement for reorganization, composition or any other Joint Venture Company arrangement with Xxxxxx's creditors under any federal or state law now or hereafter enacted, or this [,ease or the estate of Tenant herein shall admit in writing its inability pass to pay its debts generally or devolve upon, by operation of law or otherwise, anyone other than Tenant except as they become due; or if an involuntary case herein provided, the occurrence of any one of said contingencies shall be commenced seeking deemed to constitute and shall be construed as a repudiation by Tenant of Tenant's obligations hereunder and shall cause this Lease to be terminated; and upon said termination Lessor shall have the liquidation or reorganization immediate right to reenter the leased premises and to remove all persons and property therefrom and this Lease shall not be treated as an asset of the Borrower Tenant's estate and neither the Tenant nor anyone claiming by, through or under Tenant by virtue of any law or any other Joint Venture Company order of any court shall be entitled to the possession of the leased premises or to remain in the possession thereof. Upon the termination of this Lease, as aforesaid, Lessor shall be entitled to exercise such rights and remedies to recover from Tenant as damages such amounts as are specified in Section 18 hereof as payable to Lessor upon termination, unless any statute or rule of law governing the proceedings in which such amounts are to be proved shall lawfully limit the amount of such claims capable of being proved, in which case Lessor shall be entitled to recover, as and for liquidated damages, the maximum amount which may be allowed under any Bankruptcy Law (or any successor said statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against the Borrower or any other Joint Venture Company under any other Legal Requirements and (i) the petition commencing the involuntary case is not timely controverted, (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of the Borrower or any other Joint Venture Company and such appointment is not vacated within sixty (60) days, or (iv) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of the Borrower or any other Joint Venture Company of all or a part of their property, shall have been entered; or any other similar relief shall be granted against the Borrower or any other Joint Venture Company under any Legal Requirements; and (b) NCPGC, the EPC Contractor, or Harbin Power shall institute a voluntary case or undertake actions to form an arrangement with creditors for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction), or shall consent to the institution of an involuntary case thereunder against it; or shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirements, or shall consent thereto; or shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or shall make an assignment for the benefit of creditors; or shall admit in writing its inability to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of NCPGC, the EPC Contractor, or Harbin Power under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against NCPGC, the EPC Contractor, or Harbin Power under other Legal Requirements and (i) the petition commencing the involuntary case is not timely controverted, (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of any of NCPGC, the EPC Contractor, or Harbin Power and such appointment is not vacated within sixty (60) days, or (iv) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of any of NCPGC, the EPC Contractor, or Harbin Power of all or a part of any of their respective property, shall have been entered; or any other similar relief shall be granted against the NCPGC, the EPC Contractor, or Harbin Power under any Legal Requirementslaw.

Bankruptcy; Insolvency. (a) The Borrower or any other Joint Venture Company shall institute a voluntary case or undertake actions to form an arrangement with creditors for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction), or shall consent to the institution of an involuntary case thereunder against it; or the Borrower shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirements, or shall consent thereto; or the Borrower or any other Joint Venture Company shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or the Borrower or any other Joint Venture Company shall make an assignment for the benefit of creditors; or the Borrower or any other Joint Venture Company shall admit in writing its inability to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of the Borrower or any other Joint Venture Company under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against the Borrower or any other Joint Venture Company under any other Legal Requirements and (i) the petition commencing the involuntary case is not timely controverted, (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days The entry by a court of its filing, (iii) an interim trustee is appointed to take possession competent jurisdiction of all or a portion of the property, and/or to operate all or any part of the business of the Borrower or any other Joint Venture Company and such appointment is not vacated within sixty (60) days, or (iv) an order for relief shall have been issued or entered therein; or a decree or order for relief in respect of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of the Borrower any Loan Party or any of its Restricted Subsidiaries (other Joint Venture Company of all than any Immaterial Subsidiary) in an involuntary case under any Debtor Relief Law now or a part of their propertyhereafter in effect, shall have been enteredwhich decree or order is not stayed; or any other similar relief shall be granted against the Borrower or any other Joint Venture Company under any Legal Requirementsapplicable federal, state or local Requirements of Law; and or (bii) NCPGC, the EPC Contractor, or Harbin Power shall institute a voluntary case or undertake actions to form an arrangement with creditors for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction), or shall consent to the institution commencement of an involuntary case thereunder against itany Loan Party or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) under any Debtor Relief Law; or shall file the entry by a petitioncourt having jurisdiction in the premises of a decree or order for the appointment of a receiver, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirementsreceiver and manager, or shall consent thereto; or shall apply foradministrator, or by consent or acquiescence there shall be an appointment ofexaminer, a (preliminary) insolvency receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over any Loan Party or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary), or over all or a substantial part of its or their property; or the involuntary appointment of an interim receiver, trustee or other officer with similar powerscustodian of any Loan Party or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) for all or a substantial part of its property, which remains undismissed, unvacated, unbonded or unstayed pending appeal for 60 consecutive days; (i) The entry against any Loan Party or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) of an order for relief, the commencement by any Loan Party or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) of a voluntary case under any Debtor Relief Law, or the consent by any Loan Party or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) to the entry of an order for relief in an involuntary case or to the conversion of an involuntary case to a voluntary case, under any Debtor Relief Law, or the consent by any Loan Party or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) to the appointment of or taking possession by a receiver, receiver and manager, trustee or other custodian for all or a substantial part of its property; (ii) the making by any Loan Party or shall make an any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) of a general assignment for the benefit of creditors; or shall admit (iii) the admission by any Loan Party or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) in writing of its inability to pay its respective debts generally as they such debts become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of NCPGC, the EPC Contractor, or Harbin Power under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against NCPGC, the EPC Contractor, or Harbin Power under other Legal Requirements and (i) the petition commencing the involuntary case is not timely controverted, (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of any of NCPGC, the EPC Contractor, or Harbin Power and such appointment is not vacated within sixty (60) days, or (iv) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of any of NCPGC, the EPC Contractor, or Harbin Power of all or a part of any of their respective property, shall have been entered; or any other similar relief shall be granted against the NCPGC, the EPC Contractor, or Harbin Power under any Legal Requirements.;

Bankruptcy; Insolvency. Any of the following events shall have occurred (aeach, a “Bankruptcy Event”): (i) The Borrower any Idaho Wind Entity or any other Joint Venture Company Principal Project Participant (the “Subject Persons”) shall institute a voluntary case seeking liquidation or undertake actions to form an arrangement with creditors for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdictionstatute), or shall consent to the institution of an involuntary case thereunder against it; or (ii) any of the Borrower Subject Persons shall file a petition, answer petition or consent or shall otherwise institute any similar proceeding under any other Legal Requirementsapplicable federal, State or other applicable law, or shall consent thereto; or (iii) any of the Borrower or any other Joint Venture Company Subject Persons shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer over such Subject Person or its assets with similar powers; or (iv) any of the Borrower or any other Joint Venture Company Subject Persons shall make an assignment for the benefit of creditors; or any of the Borrower or any other Joint Venture Company Subject Persons shall admit in writing its inability to pay its debts generally as they become due; or (v) if an involuntary case shall be commenced seeking the liquidation or reorganization of any of the Borrower or any other Joint Venture Company Subject Persons under any the Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdictionstatute) or any similar proceeding shall be commenced against any of the Borrower or any other Joint Venture Company Subject Persons under any other Legal Requirements applicable federal, State or other applicable law, and (iA) the petition commencing the involuntary case is not timely controverted, ; (iiB) the petition commencing the involuntary case is not dismissed within sixty (60) 60 days of its filing, ; (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of the Borrower or any other Joint Venture Company and such appointment is not vacated within sixty (60) days, or (iv) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of the Borrower or any other Joint Venture Company of all or a part of their property, shall have been entered; or any other similar relief shall be granted against the Borrower or any other Joint Venture Company under any Legal Requirements; and (b) NCPGC, the EPC Contractor, or Harbin Power shall institute a voluntary case or undertake actions to form an arrangement with creditors for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction), or shall consent to the institution of an involuntary case thereunder against it; or shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirements, or shall consent thereto; or shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or shall make an assignment for the benefit of creditors; or shall admit in writing its inability to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of NCPGC, the EPC Contractor, or Harbin Power under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against NCPGC, the EPC Contractor, or Harbin Power under other Legal Requirements and (i) the petition commencing the involuntary case is not timely controverted, (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iiiC) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of any of NCPGC, the EPC Contractor, or Harbin Power Subject Persons and such appointment is not vacated within sixty 60 days; (60) days, or (ivD) an order for relief shall have been issued or entered therein; or (E) a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of any of NCPGC, the EPC Contractor, Subject Persons or Harbin Power of all or a part of any of their respective property, shall have been enteredentered and such decree or order is not vacated within 60 days; or (F) any other similar relief shall be granted against any of the NCPGC, the EPC Contractor, or Harbin Power Subject Persons under any Legal Requirements.applicable federal, State or other law; or

Bankruptcy; Insolvency. (a) The Borrower or any of the Pledgor, TDC, General Partner, Operating Partnership or the Lessee (each, a “Borrower Party”) shall commence any case, proceeding or other Joint Venture Company shall institute a voluntary case action (i) under any existing or undertake actions future law of any jurisdiction, domestic or foreign, relating to form an arrangement with creditors for the purpose of paying past due debtsbankruptcy, seeking liquidationinsolvency, reorganization or moratorium relief of paymentsdebtors, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction)seeking to have an order for relief entered with respect to it, or shall consent seeking to the institution of an involuntary case thereunder against it; adjudicate it a bankrupt or the Borrower shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirementsinsolvent, or shall consent thereto; seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or the Borrower other relief with respect to it or any other Joint Venture Company shall apply forits debts, or by consent or acquiescence there shall be an (ii) seeking appointment of, of a receiver, liquidatortrustee, sequestratorcustodian, trustee conservator or other officer with similar powers; official for it or the Borrower for all or any other Joint Venture Company shall make an assignment for the benefit substantial part of creditors; its assets, or the Borrower or any other Joint Venture Company shall admit in writing its inability to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of the Borrower or any other Joint Venture Company under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdictionb) or any similar proceeding there shall be commenced against the Borrower or any Borrower Party any case, proceeding or other Joint Venture Company under any other Legal Requirements and action of a nature referred to in clause (a) above that (i) results in the petition commencing the involuntary case is not timely controverted, entry of an order for relief or any such adjudication or appointment or (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days remains undismissed or undischarged for a period of its filing, (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of the Borrower or any other Joint Venture Company and such appointment is not vacated within sixty (60) 60 days, or (ivc) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of the Borrower or any other Joint Venture Company of all or a part of their property, shall have been entered; or any other similar relief there shall be granted commenced against the Borrower or any Borrower Party any case, proceeding or other Joint Venture Company under action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any Legal Requirements; and substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof, or (d) the Borrower or any Borrower Party shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (a), (b) NCPGC, the EPC Contractor, or Harbin Power shall institute a voluntary case or undertake actions to form an arrangement with creditors for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction), or (c) above, or (e) either the Borrower or the Lessee shall consent to the institution of an involuntary case thereunder against it; or shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirementsgenerally not, or shall consent thereto; or shall apply forbe unable to, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or shall make an assignment for the benefit of creditors; or shall admit in writing its inability to to, pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of NCPGC, the EPC Contractor, or Harbin Power under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against NCPGC, the EPC Contractor, or Harbin Power under other Legal Requirements and (i) the petition commencing the involuntary case is not timely controverted, (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of any of NCPGC, the EPC Contractor, or Harbin Power and such appointment is not vacated within sixty (60) days, or (ivf) an order for relief or the Borrower or any Borrower Party shall have been issued or entered therein; or make a decree or order of a court having jurisdiction in the premises general assignment for the appointment benefit of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of any of NCPGC, the EPC Contractor, or Harbin Power of all or a part of any of their respective property, shall have been entered; or any other similar relief shall be granted against the NCPGC, the EPC Contractor, or Harbin Power under any Legal Requirementsits creditors.

Bankruptcy; Insolvency. (a) The Borrower or any other Joint Venture Company shall institute a voluntary case or undertake actions to form an arrangement with creditors for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction), or shall consent to the institution of an involuntary case thereunder against it; or the Borrower shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirements, or shall consent thereto; or the Borrower or any other Joint Venture Company shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or the Borrower or any other Joint Venture Company shall make an assignment for the benefit of creditors; or the Borrower or any other Joint Venture Company shall admit in writing its inability to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of the Borrower or any other Joint Venture Company under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against the Borrower or any other Joint Venture Company under any other Legal Requirements and (i) the petition commencing the involuntary case is not timely controverted, (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of the Borrower or any other Joint Venture Company and such appointment is not vacated within sixty (60) days, or (iv) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of the Borrower or any other Joint Venture Company of all or a part of their property, shall have been entered; or any other similar relief shall be granted against the Borrower or any other Joint Venture Company under any Legal Requirements; and (b) NCPGC, the EPC Contractor, or Harbin Power shall institute a voluntary case or undertake actions to form an arrangement with creditors for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction), or shall consent to the institution of an involuntary case thereunder against it; or shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirements, or shall consent thereto; or shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or shall make an assignment for the benefit of creditors; or shall admit in writing its inability to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of NCPGC, the EPC Contractor, or Harbin Power under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against NCPGC, the EPC Contractor, or Harbin Power under other Legal Requirements and (i) the petition commencing the involuntary case is not timely controverted, (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of any of NCPGC, the EPC Contractor, or Harbin Power and such appointment is not vacated within sixty (60) days, or (iv) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of any of NCPGC, the EPC Contractor, or Harbin Power of all or a part of any of their respective property, shall have been entered; or any other similar relief shall be granted against the NCPGC, the EPC Contractor, or Harbin Power under any Legal Requirements.

Bankruptcy; Insolvency. Any of the following events shall have occurred (each, a “Bankruptcy Event”): (a) The Borrower Any of the Major Project Participants (other than those described in clauses (e), (h), (i) and (j) of the definition thereof), NEP (until the NEP Guarantee and the NEP Interest Guarantee expires or is fully drawn), or any other Joint Venture Company provider of any Acceptable Equity Support Security (collectively, the “Subject Persons”), shall institute a voluntary case seeking liquidation or undertake actions to form an arrangement with creditors for reorganization under the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdictionstatute), or shall consent to the institution of an involuntary case thereunder against it; or ; (b) Any of the Borrower Subject Persons shall file a petition, answer or consent or shall otherwise institute any proceeding similar proceeding to those described in Section 8.4(a) under any other Legal Requirementsapplicable federal, state or other applicable law, or shall consent thereto; or ; (c) Any of the Borrower or any other Joint Venture Company Subject Persons shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or ; (d) Any of the Borrower or any other Joint Venture Company Subject Persons shall make an assignment for the benefit of creditors; or any of the Borrower or any other Joint Venture Company Subject Persons shall admit in writing its inability to pay its debts generally as they become due; or if or (e) If an involuntary case shall be commenced seeking the liquidation or reorganization of any of the Borrower or any other Joint Venture Company Subject Persons under any the Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdictionstatute) or any similar proceeding shall be commenced against any of the Borrower or any other Joint Venture Company Subject Persons under any other Legal Requirements and applicable federal, state or other applicable law, and: (i) the petition commencing the involuntary case is not timely controverted, ; (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, ; (iii) an interim trustee is appointed to take possession of all or a material portion of the property, and/or to operate all or any material part of the business of any of the Borrower or any other Joint Venture Company Subject Persons and such appointment is not vacated within sixty (60) days, or ; (iv) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of the Borrower or any other Joint Venture Company of all or a part of their property, shall have been entered; or any other similar relief shall be granted against the Borrower or any other Joint Venture Company under any Legal Requirements; and (b) NCPGC, the EPC Contractor, or Harbin Power shall institute a voluntary case or undertake actions to form an arrangement with creditors for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction), or shall consent to the institution of an involuntary case thereunder against it; or shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirements, or shall consent thereto; or shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or shall make an assignment for the benefit of creditors; or shall admit in writing its inability to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of NCPGC, the EPC Contractor, or Harbin Power under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against NCPGC, the EPC Contractor, or Harbin Power under other Legal Requirements and (i) the petition commencing the involuntary case is not timely controverted, (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of any of NCPGC, the EPC Contractor, or Harbin Power therein and such appointment order is not vacated within sixty (60) days, or ; (ivv) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of any of NCPGC, the EPC Contractor, Subject Persons or Harbin Power of all or a material part of any of their respective property, shall have been enteredentered and such decree or order is not vacated within thirty (30) days; or or (vi) any other similar relief shall be granted against any of the NCPGC, the EPC Contractor, or Harbin Power Subject Persons under any Legal Requirementsapplicable federal, state or other law and such relief is not vacated within sixty (60) days; provided, however, that (except with regard to a Bankruptcy Event of any Noble Entity, Noble Environmental, NEP (until the NEP Guarantee and the NEP Interest Guarantee expires or is fully drawn), any Equity Support Member or the Turbine Supplier), a Bankruptcy Event shall not result in an Event of Default under this Section 8.4 if Borrower obtains a Replacement Obligor for the affected party within sixty (60) days of such Bankruptcy Event.

Bankruptcy; Insolvency. (a) The Any Borrower Entity, any Operator or any other Joint Venture Company Power Purchaser shall institute a voluntary case seeking liquidation or undertake actions to form an arrangement with creditors for reorganization under the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdictionstatute), or shall consent to the institution of an involuntary case thereunder against it; or the any Borrower Entity, any Operator or any Power Purchaser shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirementsapplicable federal, state or other Applicable Law, or shall consent thereto; or the any Borrower Entity, any Operator or any other Joint Venture Company Power Purchaser shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or the Borrower , or any other Joint Venture Company Borrower Entity, any Operator or any Power Purchaser shall make an assignment for the benefit of creditorscreditors (except for the collateral assignment and grants of security interests to the Collateral Agent pursuant to the Operative Documents); or the any Borrower Entity, any Operator or any other Joint Venture Company Power Purchaser shall admit in writing its inability to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of the any Borrower Entity, any Operator or any other Joint Venture Company Power Purchaser under any the Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdictionstatute) or any similar proceeding shall be commenced against the any Borrower Entity, any Operator or any other Joint Venture Company Power Purchaser under any other Legal Requirements applicable federal, state or other Applicable Law and (ia) the petition commencing the involuntary case is not timely controverted, ; (iib) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, ; (iiic) an interim trustee is appointed to take possession of all or a portion of the property, and/or or to operate all or any part of the business of the any Borrower Entity, any Operator or any other Joint Venture Company Power Purchaser and such appointment is not vacated within sixty (60) days, ; or (iv) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of the Borrower or any other Joint Venture Company of all or a part of their property, shall have been entered; or any other similar relief shall be granted against the Borrower or any other Joint Venture Company under any Legal Requirements; and (b) NCPGC, the EPC Contractor, or Harbin Power shall institute a voluntary case or undertake actions to form an arrangement with creditors for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction), or shall consent to the institution of an involuntary case thereunder against it; or shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirements, or shall consent thereto; or shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or shall make an assignment for the benefit of creditors; or shall admit in writing its inability to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of NCPGC, the EPC Contractor, or Harbin Power under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against NCPGC, the EPC Contractor, or Harbin Power under other Legal Requirements and (i) the petition commencing the involuntary case is not timely controverted, (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of any of NCPGC, the EPC Contractor, or Harbin Power and such appointment is not vacated within sixty (60) days, or (ivd) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of any of NCPGCBorrower Entity, the EPC Contractor, any Operator or Harbin any Power Purchaser or of all or a material part of any of their respective property, shall have been entered; or any other similar relief shall be granted against any Borrower Entity, any Operator or any Power Purchaser under any federal, state or other Applicable Law, and such proceeding, claim, action or other relief is not dismissed within sixty (60) days of its institution; provided, however that any such Event of Default with respect to or any Power Purchaser shall not be deemed to have occurred if (i) such Power Purchaser has been replaced within sixty (60) days of the NCPGCoccurrence of an Event of Default under this Section 8.4 by any other Person reasonably acceptable to the Required Lenders or (ii) the Power Purchase Agreement to which such Power Purchaser is a party has been replaced within sixty (60) days of the occurrence of such Event of Default under this Section 8.4 by a replacement Power Purchase Agreement in form and substance (including the counterparty thereto) reasonably acceptable to the Required Lenders and, in either case, in the reasonable judgment of the Required Lenders, such event has not had, does not have prior to and could not reasonably be expected to have after so obtaining such replacement Person or replacement Power Purchase Agreement, a Material Adverse Effect; or (iii) within the sixty (60) day period referenced above, Borrower shall have made an aggregate prepayment to Lenders in an amount equal to the then Stipulated Value for the particular Project (except that this clause (iii) shall not apply to the Bridgeport Project, the EPC ContractorYaphank Project or the Pfizer Project) to which such Power Purchaser relates, and, in such case, the lien held by the Lenders on such Project Company (or Harbin on the Class B Member’s interest in the Yaphank Project Holdco and Bxxxxxxx’s equity interest in the Class B Member in the case where the applicable Power under Purchaser relates to the Yaphank Project) shall be released and all Reserves in any Legal RequirementsAccount to the extent attributable to such Project shall be released to Borrower.

Bankruptcy; Insolvency. In the event of the occurrence of any of the events specified in Paragraph 17.1(i) of this Lease, if Landlord shall not choose to exercise, or by law shall not be able to exercise, its rights hereunder to terminate this Lease, then, in addition to any other rights of Landlord hereunder or by law, (1) Landlord my discontinue the services provided pursuant to Paragraph 9 of this Lease, unless Landlord has received compensation in advance for such services (it being agreed that it is reasonable for Landlord to require the deposit of three (3) months' estimated cost of performing such services) in the amount of Landlord's reasonable estimate of the compensation required with respect to such services, and (2) neither Tenant, as debtor-in-possession, nor any trustee or other person (collectively, the "Assuming Tenant") shall be entitled to assume this Lease unless on or before the date of such assumption, the Assuming Tenant (a) cures, or provides adequate assurance that the Assuming Tenant will promptly cure, any existing default under this Lease, (b) compensates, or provides adequate assurance that the Assuming Tenant will promptly compensate, Landlord for any pecuniary loss (including, without limitation, attorneys' fees and disbursements) resulting from such default, and (c) provides adequate assurance of future performance under this Lease; provided, however, that: (i) The Assuming Tenant shall also deposit with Landlord, as security for the timely payment of all Rent, an amount equal to six months' Rent; (ii) The obligations imposed upon the Assuming Tenant shall continue with respect to Tenant or any assignee of the Lease after the completion of the bankruptcy proceedings; and (iii) for purposes of this Paragraph 17, Landlord and Tenant acknowledge that, in the context of a bankruptcy proceeding of Tenant, at a minimum "adequate assurance" shall mean: (a) The Borrower or any other Joint Venture Company shall institute a voluntary case or undertake actions Assuming Tenant has and will continue to form an arrangement with creditors for have sufficient unencumbered assets after the purpose payment of paying past due debts, seeking liquidation, reorganization or moratorium all secured obligations and administrative expenses to assure Landlord that the Assuming Tenant will have sufficient funds to fulfill the obligations of payments, Tenant under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction), or shall consent to the institution of an involuntary case thereunder against it; or the Borrower shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirements, or shall consent thereto; or the Borrower or any other Joint Venture Company shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or the Borrower or any other Joint Venture Company shall make an assignment for the benefit of creditors; or the Borrower or any other Joint Venture Company shall admit in writing its inability to pay its debts generally this Lease as they become due; or if an involuntary case shall be commenced seeking , and to keep the liquidation or reorganization of Premises properly staffed with sufficient employees to conduct a fully-operational, actively-promoted business on the Borrower or any other Joint Venture Company under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against the Borrower or any other Joint Venture Company under any other Legal Requirements and (i) the petition commencing the involuntary case is not timely controverted, (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of the Borrower or any other Joint Venture Company and such appointment is not vacated within sixty (60) days, or (iv) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of the Borrower or any other Joint Venture Company of all or a part of their property, shall have been entered; or any other similar relief shall be granted against the Borrower or any other Joint Venture Company under any Legal RequirementsPremises; and (b) NCPGC, the EPC Contractor, or Harbin Power The Bankruptcy Court shall institute a voluntary case or undertake actions to form an arrangement with creditors for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction), or shall consent to the institution of an involuntary case thereunder against it; or shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirements, or shall consent thereto; or shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or shall make an assignment for the benefit of creditors; or shall admit in writing its inability to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of NCPGC, the EPC Contractor, or Harbin Power under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against NCPGC, the EPC Contractor, or Harbin Power under other Legal Requirements and (i) the petition commencing the involuntary case is not timely controverted, (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of any of NCPGC, the EPC Contractor, or Harbin Power and such appointment is not vacated within sixty (60) days, or (iv) have entered an order for relief segregating sufficient cash payable to Landlord and the Assuming Tenant shall have been issued granted a valid and perfected first lien and security interest or entered therein; mortgage in property of Tenant or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of any of NCPGC, the EPC Contractor, or Harbin Power of all or a part of any of their respective property, shall have been entered; or any other similar relief shall be granted against the NCPGC, the EPC Contractor, or Harbin Power under any Legal Requirements.Trustee,

Bankruptcy; Insolvency. 39.1 Notwithstanding anything herein to the contrary, this Lease may be cancelled by Landlord by the sending of a written five (a5) The Borrower day notice of cancellation to Tenant within a reasonable time after the happening of any one or more of the following events: (1) the appointment of a trustee, custodian, liquidator, receiver or other similar official to take possession of all or substantially all of the assets of Tenant or of the Demised Premises; (2) the making by Tenant of an assignment or any other Joint Venture Company shall institute a voluntary case or undertake actions to form an arrangement with creditors for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction), or shall consent to the institution of an involuntary case thereunder against it; or the Borrower shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other Legal Requirements, or shall consent thereto; or the Borrower or any other Joint Venture Company shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers; or the Borrower or any other Joint Venture Company shall make an assignment for the benefit of creditorscreditors pursuant to any Law; (3) the filing by Xxxxxx, or the Borrower public announcement of the intent to file, of a voluntary petition pursuant to 11 U.S.C. 101 et seq. and the Rules and Official Forms thereunder or any other Joint Venture Company shall admit in writing its inability such successor or substitute legislation or rule thereto, or any similar federal or state law collectively (the “Bankruptcy Code”) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief thereunder; (4) the adjudication of Tenant as a bankrupt or insolvent; (5) the failure of Tenant or any guarantor of the Tenant’s obligations hereunder to pay its debts generally as they become due; or if an involuntary case . Landlord’s statutory liens for rent shall be commenced seeking the liquidation honored by Xxxxxx and any trustee, representative or reorganization creditor of Tenant. 39.2 If Landlord shall have no right to terminate this Lease by reason of the Borrower applicable provisions of the Bankruptcy Code, Tenant or any its trustee or other Joint Venture Company under any representative shall promptly provide adequate protection to Landlord pursuant to the provisions of the Bankruptcy Law Code. (a) Tenant or any successor statute its trustee shall promptly accept or similar statute under any relevant jurisdiction) reject this Lease. Any Lease not assumed or any similar proceeding shall be commenced against the Borrower or any other Joint Venture Company under any other Legal Requirements and (i) the petition commencing the involuntary case is not timely controverted, (ii) the petition commencing the involuntary case is not dismissed rejected within sixty (60) days of its filing, (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of the Borrower or any other Joint Venture Company and such appointment is not vacated within sixty (60) days, or (iv) after an order for relief shall have been issued or is entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of the Borrower or any other Joint Venture Company of all or a part of their property, shall have been entered; or any other similar relief shall be granted against deemed rejected, and the Borrower or any other Joint Venture Company under any Legal Requirements; andtrustee shall immediately surrender the Demised Premises to Landlord. (b) NCPGCIf Tenant shall not be in liquidation, Tenant or its trustee shall assume or reject the Lease as soon as such decision can reasonably be made, and shall compensate Landlord for the use and occupancy of the Demised Premises monthly in advance until such decision is made. (c) This Lease may not be assumed, unless at the time of such assumption, the EPC Contractortrustee or assignee shall promptly (1) cure or provide adequate assurance that it will promptly cure any Default(s) under this Lease; (2) compensate or provide adequate assurance that it shall compensate Landlord for any actual or pecuniary loss to Landlord resulting from such Default(s); (3) provide adequate assurance reasonably satisfactory to Landlord of future performance under this Lease; and (4) compensate Landlord for all post-filing use and occupancy of the Demised Premises, and shall timely perform all of Tenant’s other obligations hereunder. 39.3 If this Lease is assigned to any person or Harbin Power shall institute a voluntary case or undertake actions to form an arrangement with creditors for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdiction), or shall consent entity pursuant to the institution provisions of an involuntary case thereunder against it; the Bankruptcy Code, Tenant or its legal representative shall file a petition, answer give prompt written notice thereof to Landlord along with adequate assurance of future performance by the assignee. Any and all monies or consent or shall otherwise institute any similar proceeding under any other Legal Requirements, or shall consent thereto; or shall apply for, or by consent or acquiescence there consideration to be delivered in connection with the assignment shall be an appointment ofdelivered to Landlord, a receiver, liquidator, sequestrator, trustee and shall be and remain the exclusive property of Landlord to be applied to post-filing use and occupancy payments to Landlord or other officer with similar powers; monies owed by Tenant to Landlord and shall not constitute property of Tenant or shall make an assignment for of the benefit estate of creditors; Tenant. Any person or shall admit in writing its inability entity to pay its debts generally as they become due; or if an involuntary case which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be commenced seeking the liquidation or reorganization of NCPGC, the EPC Contractor, or Harbin Power under any Bankruptcy Law (or any successor statute or similar statute under any relevant jurisdiction) or any similar proceeding shall be commenced against NCPGC, the EPC Contractor, or Harbin Power under other Legal Requirements and (i) the petition commencing the involuntary case is not timely controverted, (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iii) an interim trustee is appointed deemed to take possession of have assumed all or a portion of the propertyobligations arising under this Lease on and after the date of such assignment, and/or and shall upon demand execute and deliver to operate all or any part of the business of any of NCPGC, the EPC Contractor, or Harbin Power and such appointment is not vacated within sixty (60) days, or (iv) Landlord an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of any of NCPGC, the EPC Contractor, or Harbin Power of all or a part of any of their respective property, shall have been entered; or any other similar relief shall be granted against the NCPGC, the EPC Contractor, or Harbin Power under any Legal Requirementsinstrument confirming that assumption.