Common use of Market Disruption Events Clause in Contracts

Market Disruption Events. If a Party determines in good faith that a Market Disruption Event has occurred in respect of an Index, such Party shall immediately notify the other. If a Market Disruption Event continues for three (3) Working Days or fewer from and including the Relevant Pricing Date, the Relevant Pricing Date shall be deemed to occur on the first Working Day after cessation of the Market Disruption Event. If a Market Disruption Event continues for more than three (3) Working Days from and including the Relevant Pricing Date: as soon as reasonably practicable after the occurrence of the Market Disruption Event the Parties shall in good faith seek to agree an alternative price for the affected Contract Blocks. If the Parties agree, the agreed price shall be treated as the price at which the Authority fixed or unfixed the affected Contract Blocks; and if, within five (5) Working Days of seeking to do so the Parties have failed to agree an alternative price pursuant to Paragraph 7.13.1, the Parties shall seek to agree upon the identity of two (2) dealers (“Nominated Dealers”). The Nominated Dealers shall appoint a third dealer who, with the Nominated Dealers, are referred to as the (“Adjudicating Dealers”). The Parties will procure that the Adjudicating Dealers give a representative price reasonably reflecting conditions prevailing in the wholesale electricity market in Great Britain, and all other relevant considerations, on the Relevant Pricing Date. Such alternative price shall be the arithmetic mean average of the amounts determined by each of the three Adjudicating Dealers and shall be binding and conclusive in the absence of fraud or manifest error. If the Parties have not agreed upon the appointment of the Nominated Dealer on or before the sixth (6th) Working Day following the decision to appoint them, or there is a failure to obtain at least (2) two quotations within six (6) Working Days of the appointment of the Adjudicating Dealers, the price at which the relevant Index Transaction was fixed or unfixed shall be the prevailing market price.

Market Disruption Events. If a Party determines in good faith that (i) Subject to Section 2.07(f), if a Market Disruption Event has occurred occurs in respect of an Indexrelation to any Advances for any Interest Period for which the Floating Rate was to have been based on a Eurocurrency Rate, such Party (A) the Administrative Agent shall immediately forthwith notify the other. Borrowers and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (B) after the last day of the then existing Interest Period, the interest rate on each Lender’s share of such Eurocurrency Rate Advance shall be the applicable Central Bank Rate for such currency plus the Applicable Margin; provided, however, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that such Central Bank Rate cannot be determined, any outstanding affected Advances shall, at the Borrowers’ election either (I) solely for the purpose of calculating the interest rate applicable to such Advances, be deemed to be Floating Rate Advances denominated in Dollars and shall accrue interest at the same interest rate applicable to Floating Rate Advances denominated in Dollars at such time or (II) be prepaid in full immediately; provided, however, that if no election is made by the Borrowers by the date that is three Business Days after receipt by the Borrowers of such notice, the Borrowers shall be deemed to have elected clause (I) above, and (C) the obligation of the Lenders to make Eurocurrency ​ ​ Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist with respect to such Eurocurrency Rate Advances. (ii) If a Market Disruption Event continues for three (3) Working Days or fewer from and including the Relevant Pricing Dateoccurs in relation to any Daily RFR Advances denominated in Singapore Dollars, subject to Section 2.07(f), the Relevant Pricing Date Administrative Agent will promptly so notify the Borrowers and each Lender. Upon notice thereof by the Administrative Agent to the Borrowers, any obligation of the Lenders to make or continue Daily RFR Advances in such currency shall be suspended (to the extent of the affected Daily RFR Advances) until the Administrative Agent revokes such notice. Upon receipt of such notice, (I) the Borrowers may revoke any pending request for a borrowing of, Conversion to or continuation of Daily RFR Advances in such affected currency (to the extent of the affected Daily RFR Advances) or, failing that, (II) such request shall be ineffective and any such outstanding affected Daily RFR Advances, at the Borrowers’ election, shall either (A) solely for the purpose of calculating the interest rate applicable to such Daily RFR Advances, be deemed to be Floating Rate Advances denominated in Dollars and shall accrue interest at the same interest rate applicable to Floating Rate Advances denominated in Dollars at such time or (B) be prepaid in full immediately; provided, however, that if no election is made by the Borrowers by the date that is three Business Days after receipt by the Borrowers of such notice, the Borrowers shall be deemed to occur on the first Working Day after cessation of the Market Disruption Event. have elected clause (A) above. (iii) If a Market Disruption Event continues for more than three (3) Working Days from occurs in relation to any Daily RFR Advances denominated in Sterling or Swiss Francs, subject to Section 2.07(f), the Administrative Agent will promptly so notify the Borrowers and including each Lender. Upon notice thereof by the Relevant Pricing Date: as soon as reasonably practicable after Administrative Agent to the occurrence Borrowers, any obligation of the Lenders to make or continue Daily RFR Advances in such currency shall be suspended (to the extent of the affected Daily RFR Advances) until the Administrative Agent revokes such notice. Upon receipt of such notice, (I) the Borrowers may revoke any pending request for a borrowing of, Conversion to or continuation of Daily RFR Advances in such affected currency (to the extent of the affected Daily RFR Advances) or, failing that, (II) such request shall be ineffective and any outstanding affected Daily RFR Advances, at the Borrowers’ election, shall either (A) bear interest at the applicable Substitute Daily RFR Rate plus the Applicable Margin or (B) be prepaid in full immediately; provided, however, that if either no election is made by the Borrowers by the date that is three Business Days after receipt by the Borrowers of such notice or the applicable Central Bank Rate is not available, the Borrowers shall be deemed to have elected clause (B) above. (iv) If a Market Disruption Event occurs in relation to any Daily RFR Advances or Floating Rate Advances denominated in Dollars, subject to Section 2.07(f), the Parties Administrative Agent will promptly so notify the Borrowers and each Lender. Upon notice thereof by the Administrative Agent to the Borrowers and each Lender, any obligation of the Lenders to make or continue Daily RFR Advances or Floating Rate Advances that are denominated in Dollars shall in good faith seek be suspended (to agree an alternative price for the extent of the affected Contract BlocksDaily RFR Advances) until the Administrative Agent revokes such notice. If Upon receipt of such notice, immediately, in the Parties agreecase of Daily RFR Advances, and after the last day of the then existing Interest Period, in the case of Floating Rate Advances, the agreed price interest rate on each Lender’s share of such Advance shall be treated as the price applicable Central Bank Rate for Dollars plus the Applicable Margin; provided, however, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that such Central Bank Rate cannot be determined, either (I) the Borrowers may revoke any pending request for a borrowing of Daily RFR Advances and/or Floating Rate Advances denominated in Dollars (to the extent of the affected Daily RFR Advances and/or Floating Rate Advances) or, failing that, (II) such request shall be ineffective and any outstanding affected Daily RFR Advances and Floating Rate Advances denominated in Dollars under the Australian Dollar Revolving Credit Tranche and the Multicurrency Revolving Credit Tranche shall be prepaid in full immediately and under the U.S. Dollar Revolving Credit Tranche, at the Borrowers’ election, shall either (A) bear interest at the Base Rate plus the Applicable Margin or (B) be prepaid in full immediately; provided, however, that if no election is made by the Borrowers by the date that is three Business Days after receipt by the Borrowers of such notice, the Borrowers shall be deemed to have elected clause (A) above. (v) If a Market Disruption Event occurs in relation to an Advance for any Interest Period for which the Authority fixed or unfixed Floating Rate was to have been the affected Contract Blocks; and ifBase CD Rate, within five (5) Working Days of seeking then, subject to do so the Parties have failed to agree an alternative price pursuant to Paragraph 7.13.1Section 2.07(f), the Parties shall seek to agree upon the identity interest rate on each Lender’s share of two (2) dealers (“Nominated Dealers”). The Nominated Dealers shall appoint a third dealer who, with the Nominated Dealers, are referred to as the (“Adjudicating Dealers”). The Parties will procure that the Adjudicating Dealers give a representative price reasonably reflecting conditions prevailing in the wholesale electricity market in Great Britain, and all other relevant considerations, on the Relevant Pricing Date. Such alternative price such Advance for such Interest Period shall be the arithmetic mean average of the amounts determined by each of the three Adjudicating Dealers and shall be binding and conclusive in the absence of fraud or manifest error. If the Parties have not agreed upon the appointment of the Nominated Dealer on or before the sixth (6th) Working Day following the decision rounded off to appoint them, or there is a failure to obtain at least two (2) two quotations within six decimal points) of average quotation yield rate (6the “Alternative CD Yield Rate”) Working Days of the appointment Bond Pricing Agencies for the mark-to-market base yield (채권시가평가기준수익률 in Korean) for Korean Won-denominated non-guaranteed bank debentures issued by Korean banks with a credit rating of “AAA” with a remaining maturity of three (3) months as published by the Korea Financial Investment Association (or any successor of such association) on its website (xxxx://xxx.xxxxxxxxx.xx.xx) on the applicable Quotation Day and the immediately preceding two (2) consecutive Business Days. plus the Applicable Margin and the Administrative Agent will promptly so notify the Borrowers and each Lender, provided that, in the event the Base CD Rate becomes available on any of the Adjudicating Dealersfollowing Quotation Day, the price Alternative CD Yield Rate shall be no longer applicable to the Base CD Rate Advance, and the Base CD Rate (then available on the respective Quotation Day) shall be applicable thereafter; provided, further, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that such Alternative CD Yield Rate cannot be determined, any outstanding affected Advances shall, at the Borrowers’ election either (I) solely for the purpose of calculating the interest rate applicable to such Advances, be deemed to be Floating Rate Advances denominated in Dollars and shall accrue interest at the same interest rate applicable to Floating Rate Advances denominated in Dollars at such time or (II) be prepaid in full immediately; provided, however, that if no election is made by the Borrowers by the date that is three Business Days after receipt by the Borrowers of such notice, the Borrowers shall be deemed to have elected clause (I) above. Upon notice thereof by the Administrative Agent to the Borrowers, any obligation of the Lenders to make or continue Floating Rate Advances in the applicable currency shall be suspended (to the extent of the affected Floating Rate Advances) until the Administrative Agent revokes such notice. (vi) If a Market Disruption Event occurs in relation to an Advance for any Interest Period for which the relevant Index Transaction Floating Rate was fixed to have been based on a rate other than a Eurocurrency Rate, Term SOFR or unfixed the Base CD Rate, then, subject to Section 2.07(f), the interest rate on each Lender’s share of such Advance for such Interest Period shall be the prevailing market priceapplicable Central Bank Rate for such currency plus the Applicable Margin; provided, however, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that such Central Bank Rate cannot be determined, any outstanding affected Advances shall, at the Borrowers’ election either (I) solely for the purpose of calculating the interest rate applicable to such Advances, be deemed to be Floating Rate Advances denominated in Dollars and shall accrue interest at the same interest rate applicable to Floating Rate Advances denominated in Dollars at such time or (II) be prepaid in full immediately; provided, however, that if no election is made by the Borrowers by the date that is three Business Days after receipt by the Borrowers of such notice, the Borrowers shall be deemed to have elected clause (I) above. Upon notice thereof by the Administrative Agent to the Borrowers, any obligation of the Lenders to make or continue Floating Rate Advances in the applicable currency shall be suspended (to the extent of the affected Floating Rate Advances) until the Administrative Agent revokes such notice. (vii) Subject to Section 2.07(f), if a Market Disruption Event occurs and the Administrative Agent or any Borrower so requires, the Administrative Agent and such Borrower shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest. Any alternative basis agreed pursuant to the immediately ​ preceding sentence shall, with the prior consent of all of the Lenders in the applicable Tranche and the Borrowers, be binding on all parties.

Market Disruption Events. If a Party determines in good faith that a Market Disruption Event has occurred in respect of an Index, such Party shall immediately notify the other. If a Market Disruption Event continues for three (3) Working Days or fewer from and including the Relevant Pricing Date, the Relevant Pricing Date shall be deemed to occur on the first Working Day after cessation of the Market Disruption Event. If a Market Disruption Event continues for more than three (3) Working Days from and including the Relevant Pricing Date: as soon as reasonably practicable after the occurrence of the Market Disruption Event the Parties shall in good faith seek to agree an alternative price for the affected Contract Blocks. If the Parties agree, the agreed price shall be treated as the price at which the Authority fixed or unfixed the affected Contract Blocks; and if, within five (5) Working Days of seeking to do so the Parties have failed to agree an alternative price pursuant to Paragraph 7.13.17.16.1, the Parties shall seek to agree upon the identity of two (2) dealers (“Nominated Dealers”). The Nominated Dealers shall appoint a third dealer who, with the Nominated Dealers, are referred to as the (“Adjudicating Dealers”). The Parties will procure that the Adjudicating Dealers give a representative price reasonably reflecting conditions prevailing in the wholesale electricity gas market in Great Britain, and all other relevant considerations, on the Relevant Pricing Date. Such alternative price shall be the arithmetic mean average of the amounts determined by each of the three Adjudicating Dealers and shall be binding and conclusive in the absence of fraud or manifest error. If the Parties have not agreed upon the appointment of the Nominated Dealer on or before the sixth (6th) Working Day following the decision to appoint them, or there is a failure to obtain at least (2) two quotations within six (6) Working Days of the appointment of the Adjudicating Dealers, the price at which the relevant Index Transaction was fixed or unfixed shall be the prevailing market price.