Common use of Mandatory Offer Procedures Clause in Contracts

Mandatory Offer Procedures. Any mandatory offer pursuant to Section 2.09(a) or Section 2.09(e) shall be made in accordance with the following procedures: (i) not more than thirty (30) days after (x) in the event the Borrower does not exercise its Replacement Rights, receipt of the Casualty Event Offer Amount or, in the event the Borrower does exercise its Replacement Rights, the Replacement Deadline, or (y) in the event the Borrower does not exercise its Reinvestment Rights, receipt of the Disposition Offer Proceeds or, in the event the Borrower does exercise its Reinvestment Rights, the Reinvestment Deadline, as applicable (the “Offer Date”), the Borrower shall send a notice to the Administrative Agent for distribution to each Lender (such notice, the “Offer Notice” and the procedures set forth therein, the “Offer Procedures”) stating: (A) that a prepayment offer is being made pursuant to Section 2.09(a) or Section 2.09(e), as applicable, (B) the amount of Offer Proceeds subject to such offer, (C) that any Lender that accepts such offer in accordance with this Section 2.09(f)(i) shall receive a prepayment of its Loans equal to its Proportional Share of the Offer Proceeds determined as of the Offer Payment Date, to be applied in accordance with Section 2.09(h) of this Agreement, (D) the time and date by which such Lender must deliver to the Administrative Agent and Borrower written notice of its acceptance of such offer (which, in any case, shall not be less than five (5) Business Days nor longer than twenty (20) Business Days after the distribution of the Offer Notice) (the “Acceptance Deadline”), (E) the date such prepayment is to occur (which, in any case, shall be no later than the next Interest Payment Date occurring after the Acceptance Deadline) (the “Offer Payment Date”), (F) that any Lender accepting such offer shall be required to surrender the Notes (if any) held by such Lender to be so prepaid by no later than the Offer Payment Date (unless such requirement is waived by the Borrower in its sole discretion), if applicable, subject to receipt of, and only in exchange for, a replacement Note pursuant to clause (iii) below, and (G) that any Lender that accepts the offer shall be entitled to withdraw its election if the Administrative Agent receives written notice thereof by no later than 5:00 p.m. New York City time on the date before the Offer Payment Date. (ii) Any Loans held by a Lender that validly accepts such offer by the Acceptance Deadline will continue to accrue interest at the rate otherwise required hereunder until (but excluding) the Offer Payment Date (or, if different, the date actually repaid). (iii) The Lenders whose Loans are being repaid only in part will, if requested, be issued new Notes equal in principal amount to the unpaid portion of the Loans. (iv) The Loans to be prepaid pursuant to the offer shall be paid without penalty or premium and shall be accompanied by (A) accrued interest to the extent required by Section 2.11 and (B) break funding payments to the extent required by Section 2.14. (v) The Proportional Share of the Offer Proceeds of any Lender that does not accept the offer in accordance with the Offer Procedures shall be retained by the Borrower. (vi) The offer and prepayment will be carried out in accordance with the applicable Offer Procedures.

Mandatory Offer Procedures. Any mandatory offer pursuant to Section 2.09(a2.12(b) or Section 2.09(e2.12(c) shall be made in accordance with the following procedures: (i) not more than thirty (30) days after (x) in the event the Borrower does not exercise its Replacement Rights, receipt of the Casualty Event Offer Amount or, in the event the Borrower does exercise its Replacement Rights, the Replacement Deadline, or (y) in the event the Borrower does not exercise its Reinvestment Rights, receipt of the Disposition Offer Proceeds or, in the event the Borrower does exercise its Reinvestment Rights, the Reinvestment Deadline, as applicable (the “Offer Date”), the Borrower shall send a notice to the Administrative Agent for distribution to each Lender (such notice, the “Offer Notice” and the procedures set forth therein, the “Offer Procedures”) stating: (A) that a prepayment offer is being made pursuant to Section 2.09(a2.12(b) or Section 2.09(e2.12(c), as applicable, (B) the amount of Offer Proceeds subject to such offer, (C) that any Lender that accepts such offer in accordance with this Section 2.09(f)(i2.12(d)(i) shall receive a prepayment of its Loans equal to its Proportional Share of the Offer Proceeds determined as of the Offer Payment Date, to be applied in accordance with Section 2.09(h2.12(f) of this Agreement, (D) the time and date by which such Lender must deliver to the Administrative Agent and Borrower written notice of its acceptance of such offer (which, in any case, shall not be less than five (5) Business Days nor longer than twenty (20) Business Days after the distribution of the Offer Notice) (the “Acceptance Deadline”), (E) the date such prepayment is to occur (which, in any case, shall be no later than the next Interest Payment Date occurring after the Acceptance Deadline) (the “Offer Payment Date”), (F) that any Lender accepting such offer shall be required to surrender the Notes (if any) held by such Lender to be so prepaid by no later than the Offer Payment Date (unless such requirement is waived by the Borrower in its sole discretion), if applicable, subject to receipt of, and only in exchange for, a replacement Note pursuant to clause (iii) below, and (GF) that any Lender that accepts the offer shall be entitled to withdraw its election if the Administrative Agent receives written notice thereof by no later than 5:00 p.m. New York City time on the date before the Offer Payment Date. (ii) Any Loans held by a Lender that validly accepts such offer by the Acceptance Deadline will continue to accrue interest at the rate otherwise required hereunder until (but excluding) the Offer Payment Date (or, if different, the date actually repaid). (iii) The Lenders whose Loans are being repaid only in part will, if requested, be issued new Notes equal in principal amount to the unpaid portion of the Loans. (iv) The Loans to be prepaid pursuant to the offer shall be paid without penalty or premium and shall be accompanied by (A) accrued interest to the extent required by Section 2.11 2.14 and (B) break funding payments to the extent required by Section 2.14.2.17. 59 Cleco Power LLC Credit Agreement (viv) The Proportional Share of the Offer Proceeds of any Lender that does not accept the offer in accordance with the Offer Procedures shall be retained by the Borrower. (viv) The offer and prepayment will be carried out in accordance with the applicable Offer Procedures.

Mandatory Offer Procedures. Any mandatory offer pursuant to Section 2.09(a2.12(b) or Section 2.09(e2.12(c) shall be made in accordance with the following procedures: (i) not more than thirty (30) days after (x) in the event the Borrower does not exercise its Replacement Rights, receipt of the Casualty Event Offer Amount or, in the event the Borrower does exercise its Replacement Rights, the Replacement Deadline, or (y) in the event the Borrower does not exercise its Reinvestment 52 Cleco Power LLC Credit Agreement Rights, receipt of the Disposition Offer Proceeds or, in the event the Borrower does exercise its Reinvestment Rights, the Reinvestment Deadline, as applicable (the “Offer Date”), the Borrower shall send a notice to the Administrative Agent for distribution to each Lender (such notice, the “Offer Notice” and the procedures set forth therein, the “Offer Procedures”) stating: (A) that a prepayment offer is being made pursuant to Section 2.09(a2.12(b) or Section 2.09(e2.12(c), as applicable, (B) the amount of Offer Proceeds subject to such offer, (C) that any Lender that accepts such offer in accordance with this Section 2.09(f)(i2.12(d)(i) shall receive a prepayment of its Loans equal to its Proportional Share of the Offer Proceeds determined as of the Offer Payment Date, to be applied in accordance with Section 2.09(h2.12(f) of this Agreement, (D) the time and date by which such Lender must deliver to the Administrative Agent and Borrower written notice of its acceptance of such offer (which, in any case, shall not be less than five (5) Business Days nor longer than twenty (20) Business Days after the distribution of the Offer Notice) (the “Acceptance Deadline”), (E) the date such prepayment is to occur (which, in any case, shall be no later than the next Interest Payment Date occurring after the Acceptance Deadline) (the “Offer Payment Date”), (F) that any Lender accepting such offer shall be required to surrender the Notes (if any) held by such Lender to be so prepaid by no later than the Offer Payment Date (unless such requirement is waived by the Borrower in its sole discretion), if applicable, subject to receipt of, and only in exchange for, a replacement Note pursuant to clause (iii) below, and (GF) that any Lender that accepts the offer shall be entitled to withdraw its election if the Administrative Agent receives written notice thereof by no later than 5:00 p.m. New York City time on the date before the Offer Payment Date. (ii) Any Loans held by a Lender that validly accepts such offer by the Acceptance Deadline will continue to accrue interest at the rate otherwise required hereunder until (but excluding) the Offer Payment Date (or, if different, the date actually repaid). (iii) The Lenders whose Loans are being repaid only in part will, if requested, be issued new Notes equal in principal amount to the unpaid portion of the Loans. (iv) The Loans to be prepaid pursuant to the offer shall be paid without penalty or premium and shall be accompanied by (A) accrued interest to the extent required by Section 2.11 2.14 and (B) break funding payments to the extent required by Section 2.142.17. (viv) The Proportional Share of the Offer Proceeds of any Lender that does not accept the offer in accordance with the Offer Procedures shall be retained by the Borrower. (viv) The offer and prepayment will be carried out in accordance with the applicable Offer Procedures.

Mandatory Offer Procedures. Any mandatory offer pursuant to Section 2.09(a) or Section 2.09(e) shall be made in accordance with the following procedures: (i) not more than thirty (30) days after (x) in the event the Borrower does not exercise its Replacement Rights, receipt of the Casualty Event Offer Amount or, in the event the Borrower does exercise its Replacement Rights, the Replacement Deadline, or (y) in the event the Borrower does not exercise its Reinvestment Rights, receipt of the Disposition Offer Proceeds or, in the event the Borrower does exercise its Reinvestment Rights, the Reinvestment Deadline, as applicable (the ““ Offer DateDate ”), the Borrower shall send a notice to the Administrative Agent for distribution to each Lender (such notice, the ““ Offer NoticeNotice ” and the procedures set forth therein, the ““ Offer ProceduresProcedures ”) stating: (A) that a prepayment offer is being made pursuant to Section 2.09(a) or Section 2.09(e)) , as applicable, (B) the amount of Offer Proceeds subject to such offer, (C) that any Lender that accepts such offer in accordance with this Section 2.09(f)(i) shall receive a prepayment of its Loans equal to its Proportional Share of the Offer Proceeds determined as of the Offer Payment Date, to be applied in accordance with Section 2.09(h) of this Agreement, (D) the time and date by which such Lender must deliver to the Administrative Agent and Borrower written notice of its acceptance of such offer (which, in any case, shall not be less than five (5) Business Days nor longer than twenty (20) Business Days after the distribution of the Offer Notice) (the ““ Acceptance DeadlineDeadline ”), (E) the date such prepayment is to occur (which, in any case, shall be no later than the next Interest Payment Date occurring after the Acceptance Deadline) (the ““ Offer Payment DateDate ”), (F) that any Lender accepting such offer shall be required to surrender the Notes (if any) held by such Lender to be so prepaid by no later than the Offer Payment Date (unless such requirement is waived by the Borrower in its sole discretion), if applicable, subject to receipt of, and only in exchange for, a replacement Note pursuant to clause (iii) below, and (G) that any Lender that accepts the offer shall be entitled to withdraw its election if the Administrative Agent receives written notice thereof by no later than 5:00 p.m. New York City time on the date before the Offer Payment Date. (ii) Any Loans held by a Lender that validly accepts such offer by the Acceptance Deadline will continue to accrue interest at the rate otherwise required hereunder until (but excluding) the Offer Payment Date (or, if different, the date actually repaid). (iii) The Lenders whose Loans are being repaid only in part will, if requested, be issued new Notes equal in principal amount to the unpaid portion of the Loans. (iv) The Loans to be prepaid pursuant to the offer shall be paid without penalty or premium and shall be accompanied by (A) accrued interest to the extent required by Section 2.11 and (B) break funding payments to the extent required by Section 2.142.14 . (v) The Proportional Share of the Offer Proceeds of any Lender that does not accept the offer in accordance with the Offer Procedures shall be retained by the Borrower. (vi) The offer and prepayment will be carried out in accordance with the applicable Offer Procedures.

Mandatory Offer Procedures. Any mandatory offer pursuant to Section 2.09(a2.12(b), Section 2.12(e) or Section 2.09(e2.12(f) shall be made in accordance with the following procedures: (i) not more than thirty (30) days after (x) in the event the Borrower does not exercise its Replacement Rights, receipt of the Casualty Event Offer Amount or, in the event the Borrower does exercise its Replacement Rights, the Replacement Deadline, (y) receipt of the Refinancing Debt Offer Proceeds or (yz) in the event the Borrower does not exercise its Reinvestment Rights, receipt of the Disposition Offer Proceeds or, in the event the Borrower does exercise its Reinvestment Rights, the Reinvestment Deadline, as applicable (the “Offer Date”), the Borrower shall send a notice to the Administrative Agent for distribution to each Lender (such notice, the “Offer Notice” and the procedures set forth therein, the “Offer Procedures”) stating: (A) that a prepayment offer is being made pursuant to Section 2.09(a2.12(b), Section 2.12(e) or Section 2.09(e2.12(f), as applicable, (B) the amount of Offer Proceeds subject to such offer, (C) that any Lender that accepts such offer in accordance with this Section 2.09(f)(i2.12(g)(i) shall receive a prepayment of its Loans equal to its Proportional Share of the Offer Proceeds determined as of the Offer Payment Date, to be applied in accordance with Section 2.09(h2.12(i) of this Agreement, (D) the time and date by which such Lender must deliver to the Administrative Agent and Borrower written notice of its acceptance of such offer (which, in any case, shall not be less than five (5) Business Days nor longer than twenty (20) Business Days after the distribution of the Offer Notice) (the “Acceptance Deadline”), (E) the date such prepayment is to occur (which, in any case, shall be no later than the next Interest Payment Date occurring after the Acceptance Deadline) (the “Offer Payment Date”), (F) that in the case of the repayment of the Acquisition Loan, any Lender accepting such offer shall be required to surrender the Notes (if any) held by such Lender with respect to the Acquisition Loans to be so prepaid by no later than the Offer Payment Date (unless such requirement is waived by the Borrower in its sole discretion), if applicable, subject to receipt of, and only in exchange for, a replacement Note pursuant to clause (iii) below, andand 68 Cleco CorporationCorporate Holdings LLC Credit Agreement (G) that any Lender that accepts the offer shall be entitled to withdraw its election if the Administrative Agent receives written notice thereof by no later than 5:00 p.m. New York City time on the date before the Offer Payment Date. (ii) Any Loans held by a Lender that validly accepts such offer by the Acceptance Deadline will continue to accrue interest at the rate otherwise required hereunder until (but excluding) the Offer Payment Date (or, if different, the date actually repaid). (iii) The Lenders whose Acquisition Loans are being repaid only in part will, if requested, be issued new Notes equal in principal amount to the unpaid portion of the Acquisition Loans. (iv) The Loans to be prepaid pursuant to the offer shall be paid without penalty or premium and shall be accompanied by (A) accrued interest to the extent required by Section 2.11 2.14 and (B) break funding payments to the extent required by Section 2.142.17. (v) The Proportional Share of the Offer Proceeds of any Lender that does not accept the offer in accordance with the Offer Procedures shall be retained by the Borrower. (vi) The offer and prepayment will be carried out in accordance with the applicable Offer Procedures.

Mandatory Offer Procedures. Any mandatory offer pursuant to Section 2.09(a2.12(b), Section 2.12(e) or Section 2.09(e2.12(f) shall be made in accordance with the following procedures: (i) not more than thirty (30) days after (x) in the event the Borrower does not exercise its Replacement Rights, receipt of the Casualty Event Offer Amount or, in the event the Borrower does exercise its Replacement Rights, the Replacement Deadline, (y) receipt of the Refinancing Debt Offer Proceeds or (yz) in the event the Borrower does not exercise its Reinvestment Rights, receipt of the Disposition Offer Proceeds or, in the event the Borrower does exercise its Reinvestment Rights, the Reinvestment Deadline, as applicable (the “Offer Date”), the Borrower shall send a notice to the Administrative Agent for distribution to each Lender (such notice, the “Offer Notice” and the procedures set forth therein, the “Offer Procedures”) stating: (A) that a prepayment offer is being made pursuant to Section 2.09(a2.12(b), Section 2.12(e) or Section 2.09(e2.12(f), as applicable, (B) the amount of Offer Proceeds subject to such offer,, 59 Cleco Corporation Credit Agreement (C) that any Lender that accepts such offer in accordance with this Section 2.09(f)(i2.12(g)(i) shall receive a prepayment of its Loans equal to its Proportional Share of the Offer Proceeds determined as of the Offer Payment Date, to be applied in accordance with Section 2.09(h2.12(i) of this Agreement, (D) the time and date by which such Lender must deliver to the Administrative Agent and Borrower written notice of its acceptance of such offer (which, in any case, shall not be less than five (5) Business Days nor longer than twenty (20) Business Days after the distribution of the Offer Notice) (the “Acceptance Deadline”), (E) the date such prepayment is to occur (which, in any case, shall be no later than the next Interest Payment Date occurring after the Acceptance Deadline) (the “Offer Payment Date”), (F) that in the case of the repayment of the Acquisition Loan, any Lender accepting such offer shall be required to surrender the Notes (if any) held by such Lender with respect to the Acquisition Loans to be so prepaid by no later than the Offer Payment Date (unless such requirement is waived by the Borrower in its sole discretion), if applicable, subject to receipt of, and only in exchange for, a replacement Note pursuant to clause (iii) below, and (G) that any Lender that accepts the offer shall be entitled to withdraw its election if the Administrative Agent receives written notice thereof by no later than 5:00 p.m. New York City time on the date before the Offer Payment Date. (ii) Any Loans held by a Lender that validly accepts such offer by the Acceptance Deadline will continue to accrue interest at the rate otherwise required hereunder until (but excluding) the Offer Payment Date (or, if different, the date actually repaid). (iii) The Lenders whose Acquisition Loans are being repaid only in part will, if requested, be issued new Notes equal in principal amount to the unpaid portion of the Acquisition Loans. (iv) The Loans to be prepaid pursuant to the offer shall be paid without penalty or premium and shall be accompanied by (A) accrued interest to the extent required by Section 2.11 2.14 and (B) break funding payments to the extent required by Section 2.142.17. (v) The Proportional Share of the Offer Proceeds of any Lender that does not accept the offer in accordance with the Offer Procedures shall be retained by the Borrower. (vi) The offer and prepayment will be carried out in accordance with the applicable Offer Procedures.

Mandatory Offer Procedures. Any mandatory offer pursuant to Section 2.09(a) or Section 2.09(e) shall be made in accordance with the following procedures: (i) not more than thirty (30) days after (x) in the event the Borrower does not exercise its Replacement Rights, receipt of the Casualty Event Offer Amount or, in the event the Borrower does exercise its Replacement Rights, the Replacement Deadline, or (y) in the event the Borrower does not exercise its Reinvestment Rights, receipt of the Disposition Offer Proceeds or, in the event the Borrower does exercise its Reinvestment Rights, the Reinvestment Deadline, as applicable (the “Offer Date”), the Borrower shall send a notice to the Administrative Agent for distribution to each Lender (such notice, the “Offer Notice” and the procedures set forth therein, the “Offer Procedures”) stating: (A) that a prepayment offer is being made pursuant to Section 2.09(a) or Section 2.09(e), as applicable, (B) the amount of Offer Proceeds subject to such offer, (C) that any Lender that accepts such offer in accordance with this Section 2.09(f)(i) shall receive a prepayment of its Loans equal to its Proportional Share of the Offer Proceeds determined as of the Offer Payment Date, to be applied in accordance with Section 2.09(h) of this Agreement, (D) the time and date by which such Lender must deliver to the Administrative Agent and Borrower written notice of its acceptance of such offer (which, in any case, shall not be less than five (5) Business Days nor longer than twenty (20) Business Days after the distribution of the Offer Notice) (the “Acceptance Deadline”), (E) the date such prepayment is to occur (which, in any case, shall be no later than the next Interest Payment Date occurring after the Acceptance Deadline) (the “Offer Payment Date”), (F) that any Lender accepting such offer shall be required to surrender the Notes (if any) held by such Lender to be so prepaid by no later than the Offer Payment Date (unless such requirement is waived by the Borrower in its sole discretion), if applicable, subject to receipt of, and only in exchange for, a replacement Note pursuant to clause (iii) below, and (G) that any Lender that accepts the offer shall be entitled to withdraw its election if the Administrative Agent receives written notice thereof by no later than 5:00 p.m. New York City time on the date before the Offer Payment Date. (ii) Any Loans held by a Lender that validly accepts such offer by the Acceptance Deadline will continue to accrue interest at the rate otherwise required hereunder until (but excluding) the Offer Payment Date (or, if different, the date actually repaid).. Cleco Corporate Holdings LLC 2019 Term Loan Agreement (iii) The Lenders whose Loans are being repaid only in part will, if requested, be issued new Notes equal in principal amount to the unpaid portion of the Loans. (iv) The Loans to be prepaid pursuant to the offer shall be paid without penalty or premium and shall be accompanied by (A) accrued interest to the extent required by Section 2.11 and (B) break funding payments to the extent required by Section 2.14. (v) The Proportional Share of the Offer Proceeds of any Lender that does not accept the offer in accordance with the Offer Procedures shall be retained by the Borrower. (vi) The offer and prepayment will be carried out in accordance with the applicable Offer Procedures.

Mandatory Offer Procedures. Any mandatory offer pursuant to Section 2.09(a) or Section 2.09(e) shall be made in accordance with the following procedures: : (i) not more than thirty (30) days after (x) in the event the Borrower does not exercise its Replacement Rights, receipt of the Casualty Event Offer Amount or, in the event the Borrower does exercise its Replacement Rights, the Replacement Deadline, or (y) in the event the Borrower does not exercise its Reinvestment Rights, receipt of the Disposition Offer Proceeds or, in the event the Borrower does exercise its Reinvestment Rights, the Reinvestment Deadline, as applicable (the “Offer Date”), the Borrower shall send a notice to the Administrative Agent for distribution to each Lender (such notice, the “Offer Notice” and the procedures set forth therein, the “Offer Procedures”) stating: : (A) that a prepayment offer is being made pursuant to Section 2.09(a) or Section 2.09(e), as applicable, , (B) the amount of Offer Proceeds subject to such offer, , (C) that any Lender that accepts such offer in accordance with this Section 2.09(f)(i) shall receive a prepayment of its Loans equal to its Proportional Share of the Offer Proceeds determined as of the Offer Payment Date, to be applied in accordance with Section 2.09(h) of this Agreement, , (D) the time and date by which such Lender must deliver to the Administrative Agent and Borrower written notice of its acceptance of such offer (which, in any case, shall not be less than five (5) Business Days nor longer than twenty (20) Business Days after the distribution of the Offer Notice) (the “Acceptance Deadline”), , (E) the date such prepayment is to occur (which, in any case, shall be no later than the next Interest Payment Date occurring after the Acceptance Deadline) (the “Offer Payment Date”), , (F) that any Lender accepting such offer shall be required to surrender the Notes (if any) held by such Lender to be so prepaid by no later than the Offer Payment Date (unless such requirement is waived by the Borrower in its sole discretion), if applicable, subject to receipt of, and only in exchange for, a replacement Note pursuant to clause (iii) below, and and (G) that any Lender that accepts the offer shall be entitled to withdraw its election if the Administrative Agent receives written notice thereof by no later than 5:00 p.m. New York City time on the date before the Offer Payment Date. (ii) Any Loans held by a Lender that validly accepts such offer by the Acceptance Deadline will continue to accrue interest at the rate otherwise required hereunder until (but excluding) the Offer Payment Date (or, if different, the date actually repaid). (iii) The Lenders whose Loans are being repaid only in part will, if requested, be issued new Notes equal in principal amount to the unpaid portion of the Loans. (iv) The Loans to be prepaid pursuant to the offer shall be paid without penalty or premium and shall be accompanied by (A) accrued interest to the extent required by Section 2.11 and (B) break funding payments to the extent required by Section 2.14. (v) The Proportional Share of the Offer Proceeds of any Lender that does not accept the offer in accordance with the Offer Procedures shall be retained by the Borrower. (vi) The offer and prepayment will be carried out in accordance with the applicable Offer Procedures.