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

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 Affiliated Participant shall have sixty (60) days following any Legal Requirements; andBankruptcy Event to replace such BOP Contractor with a Replacement Obligor.

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 or a portion of the propertyPremises, and/or to operate all and Landlord shall have no further liability hereunder and Tenant or any part 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 the business Landlord by virtue of the Borrower or any other Joint Venture Company provision herein or elsewhere in this Lease contained or by virtue of any statute or rule of law, may retain and such appointment is not vacated within sixty (60) daysapply to damages incurred by Landlord, any Rent, Security Deposit or (iv) an order for relief shall have been issued monies received by Landlord from Tenant or entered therein; or a decree or order on behalf 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; andTenant.

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; andforegoing.

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; andapplicable federal or state law.

Bankruptcy; Insolvency. Any of the Portfolio Entities, the Partners, Calpine, any Construction Manager (a) The Borrower so long as such Construction Manager has outstanding or unperformed obligations under any Construction Management Agreement), any Operator, any Project Manager, any Joint Venturer, Power Marketer or any other Joint Venture Company shall institute purchaser of capacity or energy from a voluntary Project (so long as Power Marketer or such other purchaser, as the case may be, has outstanding or undertake actions unperformed obligations under the Power Purchase Documents to form an arrangement with creditors for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any which it is party and such party's Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdictionEvent could reasonably be expected to have a Material Adverse Effect on Borrower), or shall consent any Fuel Supplier (so long as such party's Bankruptcy Event could reasonably be expected to the institution of an involuntary case thereunder against it; or the Borrower shall file have 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 jurisdictionMaterial Adverse Effect on Borrower) or any similar proceeding Turbine Purchase Contractor, Major Contractor, Major Gas Transporter or counterparty to any electrical transmission or interconnection agreement or material water supply agreement (so long as such Turbine Purchase Contractor, Major Contractor, Major Gas Transporter or counterparty has outstanding or unperformed obligations under the Turbine Purchase Contract, Major Construction Contract, Major Gas Transportation Agreement or other agreement to which it is a party and such party's Bankruptcy Event could reasonably be expected to have a Material Adverse Effect on Borrower) shall be commenced against become subject to a Bankruptcy Event; provided that, solely with respect to a Bankruptcy Event affecting any entity other than the Borrower or any other Joint Venture Company under any other Legal Requirements Portfolio Entities, the Partners and Calpine, no Event of Default shall occur as a result of such Bankruptcy Event if the applicable Portfolio Entity obtains a Replacement Obligor (i) or, in 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 propertyoccurrence of a Bankruptcy Event with respect to a Joint Venturer, and/or if such Portfolio Entity or another Person acquired such Person's interest in such Project or Turbine, as the case may be) for the affected party within 90 days thereafter and such Bankruptcy Event has not had and does not have prior to operate all so obtaining such Replacement Obligor (or any part purchaser of the business of the Borrower or any other Joint Venture Company and such appointment is not vacated within sixty (60) daysVenturer's interest), 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; andMaterial Adverse Effect on Borrower. 104

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; andLandlord to enter into this Lease.

Bankruptcy; Insolvency. Any of Borrower, the Partners, Calpine, any Construction Manager (a) The Borrower so long as such Construction Manager has outstanding or unperformed obligations under any Construction Management Agreement), any Operator, any Project Manager, any Joint Venturer, Power Marketer or any other Joint Venture Company shall institute purchaser of capacity or energy from a voluntary Project (so long as Power Marketer or such other purchaser, as the case may be, has outstanding or undertake actions unperformed obligations under the Power Purchase Documents to form an arrangement with creditors for which it is party and such party's Bankruptcy Event could reasonably be expected to have a Material Adverse Effect on Borrower or the purpose of paying past due debtsProjects, seeking liquidation, reorganization or moratorium of payments, under any Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdictiontaken as a whole), or shall consent any Fuel Supplier (so long as such party's Bankruptcy Event could reasonably be expected to the institution of an involuntary case thereunder against it; have a Material Adverse Effect on Borrower or the Borrower shall file Projects, taken as 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 jurisdictionwhole) or any similar proceeding shall Major Contractor, Major Gas Transporter or counterparty to any electrical transmission or interconnection agreement or material water supply agreement (so long as such Major Contractor, Major Gas Transporter or counterparty has outstanding or unperformed obligations under the Major Construction Contract, Major Gas Transportation Agreement or other agreement to which it is a party and such party's Bankruptcy Event could reasonably be commenced against the expected to have a Material Adverse Effect on Borrower or the Projects, taken as a whole) shall become subject to a Bankruptcy Event; provided that, solely with respect to a Bankruptcy Event affecting any entity other Joint Venture Company under any other Legal Requirements than Borrower, the Partners, and Calpine, no Event of Default shall occur as a result of such Bankruptcy Event if Borrower obtains a Replacement Obligor (i) or, in 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 propertyoccurrence of a Bankruptcy Event with respect to a Joint Venturer, and/or if Borrower or another Person acquired such Person's interest in such Project) for the affected party within 90 days thereafter and such Bankruptcy Event has not had and does not have prior to operate all so obtaining such Replacement Obligor (or any part purchaser of the business of the Joint Venturer's interest), a Material Adverse Effect on Borrower or any other Joint Venture Company and such appointment is not vacated within sixty (60) daysthe Projects, or (iv) an order for relief shall have been issued or entered therein; or taken as 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; andwhole.

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; , (vi) it shall make a general assignment for the benefit of creditors or if an involuntary case (vii) it shall be commenced seeking the liquidation take any corporate (or reorganization similar) (or its board of directors, shareholders or similar Persons shall take any) action in furtherance of, or indicating its consent to, approval of or acquiescence in, 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; andforegoing acts.

Bankruptcy; Insolvency. Any of the Portfolio Entities, the Member, Calpine, any Construction Manager (a) The Borrower so long as such Construction Manager has outstanding or unperformed obligations under any Construction Management Agreement), any Operator, any Project Manager, any Joint Venturer, Power Marketer or any other Joint Venture Company shall institute purchaser of capacity or energy from a voluntary Project (so long as Power Marketer or such other purchaser, as the case may be, has outstanding or undertake actions unperformed obligations under the Power Purchase Documents to form an arrangement with creditors for the purpose of paying past due debts, seeking liquidation, reorganization or moratorium of payments, under any which it is 123 138 party and such party's Bankruptcy Law (or any successor statute or similar statute in any relevant jurisdictionEvent could reasonably be expected to have a Material Adverse Effect on Borrower), or shall consent any Fuel Supplier (so long as such party's Bankruptcy Event could reasonably be expected to the institution of an involuntary case thereunder against it; or the Borrower shall file have 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 jurisdictionMaterial Adverse Effect on Borrower) or any similar proceeding Turbine Purchase Contractor, Major Contractor, Major Gas Transporter or counterparty to any electrical transmission or interconnection agreement or material water supply agreement (so long as such Turbine Purchase Contractor, Major Contractor, Major Gas Transporter or counterparty has outstanding or unperformed obligations under the Turbine Purchase Contract, Major Construction Contract, Major Gas Transportation Agreement or other agreement to which it is a party and such party's Bankruptcy Event could reasonably be expected to have a Material Adverse Effect on Borrower) shall be commenced against become subject to a Bankruptcy Event; provided that, solely with respect to a Bankruptcy Event affecting any entity other than the Borrower or any other Joint Venture Company under any other Legal Requirements Portfolio Entities, the Member and Calpine, no Event of Default shall occur as a result of such Bankruptcy Event if the applicable Portfolio Entity obtains a Replacement Obligor (i) or, in 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 propertyoccurrence of a Bankruptcy Event with respect to a Joint Venturer, and/or if such Portfolio Entity or another Person acquired such Person's interest in such Project or Turbine, as the case may be) for the affected party within 90 days thereafter and such Bankruptcy Event has not had and does not have prior to operate all so obtaining such Replacement Obligor (or any part purchaser of the business of the Borrower or any other Joint Venture Company and such appointment is not vacated within sixty (60) daysVenturer's interest), 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; andMaterial Adverse Effect on Borrower.

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; andapplicable federal or state law.

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 (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 the any Borrower Entity, any Operator or any other Joint Venture Company Power Purchaser or of all or a material part of their property, shall have been entered; or any other similar relief shall be granted against the any Borrower Entity, any Operator or any other Joint Venture Company Power Purchaser under any Legal Requirementsfederal, 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 occurrence 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 Yaphank 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 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 Purchaser relates to the Yaphank Project) shall be released and all Reserves in any Account to the extent attributable to such Project shall be released to Borrower.

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; andsubstantial 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), or (c) above, or (e) either the Borrower or the Lessee shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due, or (f) or the Borrower or any Borrower Party shall make a general assignment for the benefit of its creditors.

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, ; (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 the Borrower or any other Joint Venture Company 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 the Borrower Subject Persons or any other Joint Venture Company of all or a part of their 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 Borrower or any other Joint Venture Company Subject Persons under any Legal Requirementsapplicable federal, State or other law; andor

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.