Common use of NO LIQUID MARKET Clause in Contracts

NO LIQUID MARKET. At any time after the commencement of the Required Period or the Step-in Period, the Lender may take such steps as are reasonable, including issuing a Request for Pre-Qualification for the purposes of determining whether, and the extent to which, a market exists either for the sale of the business or shares of the Private Party. At any time in the Required Period or Step-In Period, the Agent may issue written notice to the CoT (the “No Liquid Market Notice”): confirming that the Lenders have issued a Request For Pre-Qualification for the provision of the Project Deliverables for the unexpired portion of the Project Term and that there is No Liquid Market; and describing in detail the pre-qualification process undertaken by the Lenders. On or before the tenth 10th Business Day following the CoT’s receipt of the No Liquid Market Notice, the CoT shall, acting reasonably, issue written notice to the Agent stating whether or not it agrees with the Agent that No Liquid Market exists, and if it disagrees with the Agent, its reasons for such disagreement. If the CoT fails to issue a notice as required in Clause 6.3 or the Parties do not agree that No Liquid Market exists, then the Agent must refer the dispute (which shall be deemed to exist if the CoT fails to issue the required notice), for determination in terms of the Fast-track Dispute Resolution procedure set out in Schedule 21 [Dispute Resolution Procedure] of the PPP Agreement which shall apply to such dispute, mutatis mutandis. If the Parties agree that No Liquid Market exists or it is so determined as aforesaid, then the Termination Notice shall become effective and the PPP Agreement shall terminate automatically on the date of such agreement or determination and the provisions of paragraph 4 [No Retendering Procedure] of Schedule 16 [Compensation on Termination] of the PPP Agreement shall apply. If the No Liquid Market Notice is issued and a dispute is referred for determination as contemplated in Clause 6.3, then the Required Period shall be extended by the period over which the dispute is determined.

NO LIQUID MARKET. At any time after the commencement of during the Required Period or the Step-in Period, the Lender may take such steps as are reasonable, including issuing a Request for Pre-Qualification for the purposes of determining whether, and the extent to which, a market exists either for the sale of the business or shares of the Private Party. At any time in the Required Period or Step-In Period, the Agent may issue a written notice to the CoT (the “"No Liquid Market Notice”): confirming ") to the Authority setting out the reasons why the Agent does not believe that the Lenders have issued a Request For Pre-Qualification for the provision of the Project Deliverables for the unexpired portion of the Project Term and that there is No Liquid Market; and describing in detail the pre-qualification process undertaken by the LendersMarket exists. On or before the tenth 10th date falling fourteen (14) Business Day following Days after the CoT’s receipt of the date on which a No Liquid Market NoticeNotice is received by the Authority, the CoT shall, acting reasonably, issue written notice to Authority shall notify the Agent stating of its opinion as to whether or not it agrees with the Agent that No a Liquid Market exists. Where the Authority believes that a Liquid Market does exist, and if it disagrees with such notice shall set out the Agent, its reasons for such disagreementthe Authority's belief. If the CoT fails to issue a notice as required in Clause 6.3 or the Parties parties do not agree that No whether or not a Liquid Market exists, then the Agent must either party may refer the dispute to be determined in accordance with clause 17 (which shall be deemed to exist if Disputes) below. If the CoT fails to issue the required notice), for determination parties agree or it is determined in terms of the Fast-track Dispute Resolution procedure set out in Schedule 21 [accordance with Clause 56 (Dispute Resolution Procedure] ) of the PPP Design Build Finance and Maintain Agreement which shall apply to such dispute, mutatis mutandis. If the Parties agree that No no Liquid Market exists or it is so determined as aforesaidexists, then the Termination Notice shall become effective Design Build Finance and the PPP Maintain Agreement shall automatically terminate automatically on the date of such agreement or determination and the provisions of paragraph clause 4 [(No Retendering Procedure] ) of Section 2 (Compensation for DBFM Co Default) of Schedule 16 [Part 17 (Compensation on Termination] of ) to the PPP Design Build Finance and Maintain Agreement (No Retendering) shall apply. If the any dispute relating to this clause 4 (No Liquid Market Notice Market) is issued and a dispute is referred for determination as contemplated in Clause 6.3determined pursuant to clause 17, then the Required Period shall be extended by the period over of time spent determining such dispute pursuant to clause 17. REPRESENTATIVE Subject to clause 5.2 and without prejudice to the Agent's rights under the Security Documents, the Agent may give the Authority a Step-In Notice at any time: during which a DBFM Co Event of Default or an Enforcement Event10 is subsisting (whether or not a Termination Notice has been served); or during the dispute is determined.Required Period. The Agent shall give the Authority not less than 5 Business Days prior notice of: its intention to issue a Step-In Notice; and the identity of the proposed Appointed Representative. On the issue of the Step-In Notice, the Appointed Representative shall assume jointly with DBFM Co the rights of DBFM Co under the Authority Project Documents and thereafter, until the end of the Step-In Period the Authority shall deal with the Appointed Representative and not DBFM Co.

NO LIQUID MARKET. At any time after the commencement of during the Required Period or the Step-in Period, the Lender may take such steps as are reasonable, including issuing a Request for Pre-Qualification for the purposes of determining whether, and the extent to which, a market exists either for the sale of the business or shares of the Private Party. At any time in the Required Period or Step-In Period, the Agent may issue a written notice to the CoT (the “"No Liquid Market Notice”): confirming ") to the Authority setting out the reasons why the Agent does not believe that the Lenders have issued a Request For Pre-Qualification for the provision of the Project Deliverables for the unexpired portion of the Project Term and that there is No Liquid Market; and describing in detail the pre-qualification process undertaken by the LendersMarket exists. On or before the tenth 10th date falling fourteen (14) Business Day following Days after the CoT’s receipt of the date on which a No Liquid Market NoticeNotice is received by the Authority, the CoT shall, acting reasonably, issue written notice to Authority shall notify the Agent stating of its opinion as to whether or not it agrees with the Agent that No a Liquid Market exists. Where the Authority believes that a Liquid Market does exist, and if it disagrees with such notice shall set out the Agent, its reasons for such disagreementthe Authority's belief. If the CoT fails to issue a notice as required in Clause 6.3 or the Parties parties do not agree that No whether or not a Liquid Market exists, then the Agent must either party may refer the dispute to be determined in accordance with paragraph 127 (which shall be deemed to exist if Disputes) below. If the CoT fails to issue the required notice), for determination parties agree or it is determined in terms of the Fast-track Dispute Resolution procedure set out in Schedule 21 [accordance with Clause 56 (Dispute Resolution Procedure] ) of the PPP Design Build Finance and Maintain Agreement which shall apply to such dispute, mutatis mutandis. If the Parties agree that No no Liquid Market exists or it is so determined as aforesaidexists, then the Termination Notice shall become effective Design Build Finance and the PPP Maintain Agreement shall automatically terminate automatically on the date of such agreement or determination and the provisions of paragraph 4 [308 (No Retendering Procedure] ) of Section 2 (Compensation for Project Co Default) of Schedule 16 [Part 17 (Compensation on Termination] of ) to the PPP Design Build Finance and Maintain Agreement (No Retendering) shall apply. If the any dispute relating to this paragraph 114 (No Liquid Market Notice Market) is issued and a dispute is referred for determination as contemplated in Clause 6.3determined pursuant to paragraph 127, then the Required Period shall be extended by the period over of time spent determining such dispute pursuant to paragraph 127. REPRESENTATIVE Subject to paragraph 115.2 and without prejudice to the Agent's rights under the Security Documents, the Agent may give the Authority a Step-In Notice at any time: during which a Project Co Event of Default or an Enforcement Event8 is subsisting (whether or not a Termination Notice has been served); or during the dispute is determined.Required Period. The Agent shall give the Authority not less than 5 Business Days prior notice of: its intention to issue a Step-In Notice; and the identity of the proposed Appointed Representative. On the issue of the Step-In Notice, the Appointed Representative shall assume jointly with Project Co the rights of Project Co under the Authority Project Documents and thereafter, until the end of the Step-In Period the Authority shall deal with the Appointed Representative and not Project Co.

NO LIQUID MARKET. At any time after the commencement of during the Required Period or the Step-in Period, the Lender may take such steps as are reasonable, including issuing a Request for Pre-Qualification for the purposes of determining whether, and the extent to which, a market exists either for the sale of the business or shares of the Private Party. At any time in the Required Period or Step-In Period, the Agent may issue a written notice to the CoT (the “"No Liquid Market Notice”): confirming ") to the Authority setting out the reasons why the Agent does not believe that the Lenders have issued a Request For Pre-Qualification for the provision of the Project Deliverables for the unexpired portion of the Project Term and that there is No Liquid Market; and describing in detail the pre-qualification process undertaken by the LendersMarket exists. On or before the tenth 10th date falling fourteen (14) Business Day following Days after the CoT’s receipt of the date on which a No Liquid Market NoticeNotice is received by the Authority, the CoT shall, acting reasonably, issue written notice to Authority shall notify the Agent stating of its opinion as to whether or not it agrees with the Agent that No a Liquid Market exists. Where the Authority believes that a Liquid Market does exist, and if it disagrees with such notice shall set out the Agent, its reasons for such disagreementthe Authority's belief. If the CoT fails to issue a notice as required in Clause 6.3 or the Parties parties do not agree that No whether or not a Liquid Market exists, then the Agent must either party may refer the dispute to be determined in accordance with paragraph 17 (which shall be deemed to exist if Disputes) below. If the CoT fails to issue the required notice), for determination parties agree or it is determined in terms of the Fast-track Dispute Resolution procedure set out in Schedule 21 [accordance with Clause 56 (Dispute Resolution Procedure] ) of the PPP Design Build Finance and Maintain Agreement which shall apply to such dispute, mutatis mutandis. If the Parties agree that No no Liquid Market exists or it is so determined as aforesaidexists, then the Termination Notice shall become effective Design Build Finance and the PPP Maintain Agreement shall automatically terminate automatically on the date of such agreement or determination and the provisions of paragraph 4 [(No Retendering Procedure] ) of Section 2 (Compensation for Sub-hubco Default) of Schedule 16 [Part 17 (Compensation on Termination] of ) to the PPP Design Build Finance and Maintain Agreement (No Retendering) shall apply. If the any dispute relating to this paragraph 4 (No Liquid Market Notice Market) is issued and a dispute is referred for determination as contemplated in Clause 6.3determined pursuant to paragraph 17, then the Required Period shall be extended by the period over of time spent determining such dispute pursuant to paragraph 17. REPRESENTATIVE Subject to paragraph 5.2 and without prejudice to the Agent's rights under the Security Documents, the Agent may give the Authority a Step-In Notice at any time: during which a Sub-hubco Event of Default or an Enforcement Event8 is subsisting (whether or not a Termination Notice has been served); or during the dispute is determinedRequired Period. The Agent shall give the Authority not less than 5 Business Days prior notice of: its intention to issue a Step-In Notice; and the identity of the proposed Appointed Representative. On the issue of the Step-In Notice, the Appointed Representative shall assume jointly with Sub-hubco the rights of Sub-hubco under the Authority Project Documents and thereafter, until the end of the Step-In Period the Authority shall deal with the Appointed Representative and not Sub-hubco.

NO LIQUID MARKET. At any time after the commencement of during the Required Period or the Step-in Period, the Lender may take such steps as are reasonable, including issuing a Request for Pre-Qualification for the purposes of determining whether, and the extent to which, a market exists either for the sale of the business or shares of the Private Party. At any time in the Required Period or Step-In Period, the Facility Agent may issue a written notice to the CoT (the “"No Liquid Market Notice”): confirming ") to the Authority setting out the reasons why the Facility Agent does not believe that the Lenders have issued a Request For Pre-Qualification for the provision of the Project Deliverables for the unexpired portion of the Project Term and that there is No Liquid Market; and describing in detail the pre-qualification process undertaken by the LendersMarket exists. On or before the tenth 10th Business Day following date falling fourteen (14) days after the CoT’s receipt of the date on which a No Liquid Market NoticeNotice is received by the Authority, the CoT shall, acting reasonably, issue written notice Authority shall notify the Facility Agent of its opinion as to the Agent stating whether or not it agrees with the Agent that No a Liquid Market exists. Where the Authority believes that a Liquid Market does exist, and if it disagrees with such notice shall set out the Agent, its reasons for such disagreementthe Authority's belief. If the CoT fails to issue a notice as required in Clause 6.3 or the Parties do not agree that No whether or not a Liquid Market exists, then the Agent must any Party may refer the dispute to be determined in accordance with paragraph 20 (which shall be deemed to exist if the CoT fails to issue the required noticeDispute Resolution), for determination in terms of the Fast-track Dispute Resolution procedure set out in Schedule 21 [Dispute Resolution Procedure] of the PPP Agreement which shall apply to such dispute, mutatis mutandis. If the Parties agree that No Liquid Market exists or it is so determined as aforesaidin accordance with paragraph 20 (Dispute Resolution) that no Liquid Market exists, then the Termination Notice Contract shall become effective and the PPP Agreement shall automatically terminate automatically on the date of such agreement or determination and the provisions of paragraph 4 [3 (No Retendering Procedure] ) of Part 3 (Compensation on Termination for Contractor Default) of Schedule 16 [Compensation on Termination] Part 17 of the PPP Agreement Contract shall apply. If the No Liquid Market Notice any dispute relating to this paragraph 4 is issued and a dispute is referred for determination as contemplated in Clause 6.3determined under paragraph 20 (Dispute Resolution), then the Required Period shall be extended by the period over of time spent determining such dispute pursuant to such paragraph. REPRESENTATIVE Without prejudice to the rights of the Facility Agent or Security Trustee under the Security Documents, at any time: during which an Event of Default is subsisting (whether or not a Termination Notice has been served); or during the dispute is determinedRequired Period; the Facility Agent or Security Trustee may procure that a Representative assumes, jointly and severally with the Contractor, all of the Contractor's rights under the Ancillary Documents. The Facility Agent or Security Trustee (as appropriate) shall give the Authority five (5) Business Days’ prior written notice of any action to be taken by it referred to in this paragraph 5.

NO LIQUID MARKET. At any time after the commencement of during the Required Period or the Step-in Period, the Lender may take such steps as are reasonable, including issuing a Request for Pre-Qualification for the purposes of determining whether, and the extent to which, a market exists either for the sale of the business or shares of the Private Party. At any time in the Required Period or Step-In Period, the Agent may issue a written notice to the CoT (the “"No Liquid Market Notice”): confirming ") to the Authority setting out the reasons why the Agent does not believe that the Lenders have issued a Request For Pre-Qualification for the provision of the Project Deliverables for the unexpired portion of the Project Term and that there is No Liquid Market; and describing in detail the pre-qualification process undertaken by the LendersMarket exists. On or before the tenth 10th date falling fourteen (14) Business Day following Days after the CoT’s receipt of the date on which a No Liquid Market NoticeNotice is received by the Authority, the CoT shall, acting reasonably, issue written notice to Authority shall notify the Agent stating of its opinion as to whether or not it agrees with the Agent that No a Liquid Market exists. Where the Authority believes that a Liquid Market does exist, and if it disagrees with such notice shall set out the Agent, its reasons for such disagreementthe Authority's belief. If the CoT fails to issue a notice as required in Clause 6.3 or the Parties parties do not agree that No whether or not a Liquid Market exists, then the Agent must either party may refer the dispute to be determined in accordance with paragraph 17 (which shall be deemed to exist if Disputes) below. If the CoT fails to issue the required notice), for determination parties agree or it is determined in terms of the Fast-track Dispute Resolution procedure set out in Schedule 21 [accordance with Clause 56 (Dispute Resolution Procedure] ) of the PPP Design Build Finance and Maintain Agreement which shall apply to such dispute, mutatis mutandis. If the Parties agree that No no Liquid Market exists or it is so determined as aforesaidexists, then the Termination Notice shall become effective Design Build Finance and the PPP Maintain Agreement shall automatically terminate automatically on the date of such agreement or determination and the provisions of paragraph 4 [(No Retendering Procedure] ) of Section 2 (Compensation for Project Co Default) of Schedule 16 [Part 17 (Compensation on Termination] of ) to the PPP Design Build Finance and Maintain Agreement (No Retendering) shall apply. If the any dispute relating to this paragraph 4 (No Liquid Market Notice Market) is issued and a dispute is referred for determination as contemplated in Clause 6.3determined pursuant to paragraph 17, then the Required Period shall be extended by the period over of time spent determining such dispute pursuant to paragraph 17. REPRESENTATIVE Subject to paragraph 5.2 and without prejudice to the Agent's rights under the Security Documents, the Agent may give the Authority a Step-In Notice at any time: during which a Project Co Event of Default or an Enforcement Event8 is subsisting (whether or not a Termination Notice has been served); or during the dispute is determined.Required Period. The Agent shall give the Authority not less than 5 Business Days prior notice of: its intention to issue a Step-In Notice; and the identity of the proposed Appointed Representative. On the issue of the Step-In Notice, the Appointed Representative shall assume jointly with Project Co the rights of Project Co under the Authority Project Documents and thereafter, until the end of the Step-In Period the Authority shall deal with the Appointed Representative and not Project Co.