Common use of Mandatory Offer with Net Cash Proceeds of a Disposition Clause in Contracts

Mandatory Offer with Net Cash Proceeds of a Disposition. On each applicable Offer Date, the Borrower shall make a mandatory offer to each Lender for the prepayment of outstanding Loans in an amount equal to 100% of the Prepayment Portion of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries on account of any Disposition pursuant to Section 6.01(b) herein since the last Interest Payment Date (and not yet subject to an offer in accordance with this Section 2.09(e)) to the extent all such Net Cash Proceeds received in such fiscal year exceed $30,000,000 (the “Disposition Offer Proceeds”); provided, however, no such offer shall be required under this Section 2.09(e) to the extent the Borrower notifies the Administrative Agent in writing no later than five (5) Business Days before the relevant Offer Date that the Borrower or such Subsidiary has elected to apply such Disposition Offer Proceeds to reinvest in Property of a kind then used or usable in the Business (including reinvestments in Permitted Acquisitions) within three‑hundred sixty (360) days of the receipt of such Disposition Offer Proceeds (the “Reinvestment Deadline” and such rights, the “Reinvestment Rights”); provided, further, to the extent the Borrower or Subsidiary fails to apply any or all of such Disposition Offer Proceeds to any such reinvestment by the Reinvestment Deadline (any amount of the Disposition Offer Proceeds not so applied, the “Available Disposition Offer Proceeds”), 42 Bridge Loan Agreement the Borrower shall make a mandatory prepayment offer in accordance with the procedures set forth in Section 2.09(f) below. (f)

Mandatory Offer with Net Cash Proceeds of a Disposition. On each applicable Offer Date, the Borrower shall make a mandatory offer to each Lender for the prepayment of outstanding Loans in an amount equal to 100% of the Prepayment Portion of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries on account of any Disposition pursuant to Section 6.01(b) herein since the last Interest Payment Date (and not yet subject to an offer in accordance with this Section 2.09(e)) to the extent all such Net Cash Proceeds received 2019 Term Loan Agreement in such fiscal year exceed $30,000,000 (the “Disposition Offer Proceeds”); provided, however, no such offer shall be required under this Section 2.09(e) to the extent the Borrower notifies the Administrative Agent in writing no later than five (5) Business Days before the relevant Offer Date that the Borrower or such Subsidiary has elected to apply such Disposition Offer Proceeds to reinvest in Property of a kind then used or usable in the Business (including reinvestments in Permitted Acquisitions) within three‑hundred sixty (360) days of the receipt of such Disposition Offer Proceeds (the “Reinvestment Deadline” and such rights, the “Reinvestment Rights”); provided, further, to the extent the Borrower or Subsidiary fails to apply any or all of such Disposition Offer Proceeds to any such reinvestment by the Reinvestment Deadline (any amount of the Disposition Offer Proceeds not so applied, the “Available Disposition Offer Proceeds”), 42 Bridge Loan Agreement the Borrower shall make a mandatory prepayment offer in accordance with the procedures set forth in Section 2.09(f) below. (f).

Mandatory Offer with Net Cash Proceeds of a Disposition. On each applicable Offer Date, the Borrower shall make a mandatory offer to each Lender for the prepayment of outstanding Loans in an amount equal to 100% of the Prepayment Portion of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries on account of any Disposition pursuant to Section 6.01(b) herein since the last Interest Payment Date (and not yet subject to an offer in accordance with this Section 2.09(e)) to the extent all such Net Cash Proceeds received in such fiscal year exceed $30,000,000 (the ““ Disposition Offer ProceedsProceeds ”); providedprovided , howeverhowever , no such offer shall be required under this Section 2.09(e) to the extent the Borrower notifies the Administrative Agent in writing no later than five (5) Business Days before the relevant Offer Date that the Borrower or such Subsidiary has elected to apply such Disposition Offer Proceeds to reinvest in Property of a kind then used or usable in the Business (including reinvestments in Permitted Acquisitions) within three‑hundred three-hundred sixty (360) days of the receipt of such Disposition Offer Proceeds (the ““ Reinvestment DeadlineDeadline ” and such rights, the ““ Reinvestment RightsRights ”); providedprovided , furtherfurther , to the extent the Borrower or Subsidiary fails to apply any or all of such Disposition Offer Proceeds to any such reinvestment by the Reinvestment Deadline (any amount of the Disposition Offer Proceeds not so applied, the ““ Available Disposition Offer ProceedsProceeds ”), 42 Bridge Loan Agreement the Borrower shall make a mandatory prepayment offer in accordance with the procedures set forth in Section 2.09(f) below. (f).

Mandatory Offer with Net Cash Proceeds of a Disposition. On each applicable Offer Date, the Borrower shall make a mandatory offer to each Lender for the prepayment of outstanding Loans in an amount equal to 100% of the Prepayment Portion of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries on account of any Disposition pursuant to Section 6.01(b) herein since the last Interest Payment Date (and not yet subject to an offer in accordance with this Section 2.09(e)) to the extent all such Net Cash Proceeds received in such fiscal year exceed $30,000,000 (the “Disposition Offer Proceeds”); provided, however, no such offer shall be required under this Section 2.09(e) to the extent the Borrower notifies the Administrative Agent in writing no later than five (5) Business Days before the relevant Offer Date that the Borrower or such Subsidiary has elected to apply such Disposition Offer Proceeds to reinvest in Property of a kind then used or usable in the Business (including reinvestments in Permitted Acquisitions) within three‑hundred sixty (360) days of the receipt of such Disposition Offer Proceeds (the “Reinvestment Deadline” and such rights, the “Reinvestment Rights”); provided, further, to the extent the Borrower or Subsidiary fails to apply any or all of such Disposition Offer Proceeds to any such reinvestment by the Reinvestment Deadline (any amount of the Disposition Offer Proceeds not so applied, the “Available Disposition Offer Proceeds”), 42 Bridge Loan Agreement the Borrower shall make a mandatory prepayment offer in accordance with the procedures set forth in Section 2.09(f) below. (f).

Mandatory Offer with Net Cash Proceeds of a Disposition. On each applicable Offer Date, the Borrower shall make a mandatory offer to each Lender for the prepayment of outstanding Loans in an amount equal to 100% of the Prepayment Portion of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries on account of any Disposition pursuant to Section 6.01(b) herein since the last Interest Payment Date (and not yet subject to an offer in accordance with this Section 2.09(e2.12(f)) to the extent all such Net Cash Proceeds received in such fiscal year exceed $30,000,000 (the “Disposition Offer Proceeds”); provided, however, no such offer shall be required under this Section 2.09(e2.12(f) to the extent the Borrower notifies the Administrative Agent in writing no later than five (5) Business Days before the relevant Offer Date that the Borrower or such Subsidiary has elected to apply such Disposition Offer Proceeds to reinvest in Property of a kind then used or usable in the Business (including reinvestments in Permitted Acquisitions) within three‑hundred three-hundred sixty (360) days of the receipt of such Disposition Offer Proceeds (the “Reinvestment Deadline” and such rights, the “Reinvestment Rights”); provided, further, to the extent the Borrower or Subsidiary fails to apply any or all of such 67 Cleco CorporationCorporate Holdings LLC Credit Agreement Disposition Offer Proceeds to any such reinvestment by the Reinvestment Deadline (any amount of the Disposition Offer Proceeds not so applied, the “Available Disposition Offer Proceeds”), 42 Bridge Loan Agreement the Borrower shall make a mandatory prepayment offer in accordance with the procedures set forth in Section 2.09(f2.12(g) below. (f).

Mandatory Offer with Net Cash Proceeds of a Disposition. On each applicable Offer Date, the Borrower shall make a mandatory offer to each Lender for the prepayment of outstanding Loans in an amount equal to 100% of the Prepayment Portion of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries on account of any Disposition pursuant to Section 6.01(b) herein since the last Interest Payment Date (and not yet subject to an Cleco Corporate Holdings LLC Term Loan Credit Agreement offer in accordance with this Section 2.09(e)) to the extent all such Net Cash Proceeds received in such fiscal year exceed $30,000,000 (the “Disposition Offer Proceeds”); provided, however, no such offer shall be required under this Section 2.09(e) to the extent the Borrower notifies the Administrative Agent in writing no later than five (5) Business Days before the relevant Offer Date that the Borrower or such Subsidiary has elected to apply such Disposition Offer Proceeds to reinvest in Property of a kind then used or usable in the Business (including reinvestments in Permitted Acquisitions) within three‑hundred sixty (360) days of the receipt of such Disposition Offer Proceeds (the “Reinvestment Deadline” and such rights, the “Reinvestment Rights”); provided, further, to the extent the Borrower or Subsidiary fails to apply any or all of such Disposition Offer Proceeds to any such reinvestment by the Reinvestment Deadline (any amount of the Disposition Offer Proceeds not so applied, the “Available Disposition Offer Proceeds”), 42 Bridge Loan Agreement the Borrower shall make a mandatory prepayment offer in accordance with the procedures set forth in Section 2.09(f) below. (f).

Mandatory Offer with Net Cash Proceeds of a Disposition. On each applicable Offer Date, the Borrower shall make a mandatory offer to each Lender for the prepayment of outstanding Loans in an amount equal to 100% of the Prepayment Portion of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries on account of any Disposition pursuant to Section 6.01(b) herein since the last Interest Payment Date (and not yet subject to an offer in accordance with this Section 2.09(e2.12(c)) to the extent all such Net Cash Proceeds received in such fiscal year exceed $30,000,000 (the “Disposition Offer Proceeds”); provided, however, no such offer shall be required under this Section 2.09(e2.12(c) to the extent the Borrower notifies the Administrative Agent in writing no later than five (5) Business Days before the relevant Offer Date that the Borrower or such Subsidiary has elected to apply such Disposition Offer Proceeds to reinvest in Property of a kind then used or usable in the Business (including reinvestments in Permitted Acquisitions) within three‑hundred sixty (360) days of the receipt of such Disposition Offer Proceeds (the “Reinvestment Deadline” and such rights, the “Reinvestment Rights”); provided, further, to the extent the Borrower or Subsidiary fails to apply any or all of such Disposition Offer Proceeds to any such reinvestment by the Reinvestment Deadline (any amount of the Disposition Offer Proceeds not so applied, the “Available Disposition Offer Proceeds”), 42 Bridge Loan Agreement the Borrower shall make a mandatory prepayment offer in accordance with the procedures set forth in Section 2.09(f2.12(d) below. (f).

Mandatory Offer with Net Cash Proceeds of a Disposition. On each applicable Offer Date, the Borrower shall make a mandatory offer to each Lender for the prepayment of outstanding Loans in an amount equal to 100% of the Prepayment Portion of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries on account of any Disposition pursuant to Section 6.01(b) herein since the last Interest Payment Date (and not yet subject to an offer in accordance with this Section 2.09(e2.12(f)) to the extent all such Net Cash Proceeds received in such fiscal year exceed $30,000,000 (the “Disposition Offer Proceeds”); provided, however, no such offer shall be required under this Section 2.09(e2.12(f) to the extent the Borrower notifies the Administrative Agent in writing no later than five (5) Business Days before the relevant Offer Date that the Borrower or such Subsidiary has elected to apply such Disposition Offer Proceeds to reinvest in Property of a kind then used or usable in the Business (including reinvestments in Permitted Acquisitions) within three‑hundred sixty (360) days of the receipt of such Disposition Offer Proceeds (the “Reinvestment Deadline” and such rights, the “Reinvestment Rights”); provided, further, to the extent the Borrower or Subsidiary fails to apply any or all of such Disposition Offer Proceeds to any such reinvestment by the Reinvestment Deadline (any amount of the Disposition Offer Proceeds not so applied, the “Available Disposition Offer Proceeds”), 42 Bridge Loan Agreement the Borrower shall make a mandatory prepayment offer in accordance with the procedures set forth in Section 2.09(f2.12(g) below. (f).

Mandatory Offer with Net Cash Proceeds of a Disposition. On each applicable Offer Date, the Borrower shall make a mandatory offer to each Lender for the prepayment of outstanding Loans in an amount equal to 100% of the Prepayment Portion of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries on account of any Disposition pursuant to Section 6.01(b) herein since the last Interest Payment Date (and not yet subject to an offer in accordance with this Section 2.09(e)) to the extent all such Net Cash Proceeds received in such fiscal year exceed $30,000,000 (the “Disposition Offer Proceeds”); provided, however, no such offer shall be required under this Section 2.09(e) to the extent the Borrower notifies the Administrative Agent in writing no later than five (5) Business Days before the relevant Offer Date that the Borrower or such Subsidiary has elected to apply such Disposition Offer Proceeds to reinvest in Property of a kind then used or usable in the Business (including reinvestments in Permitted Acquisitions) within three‑hundred three-hundred sixty (360) days of the receipt of such Disposition Offer Proceeds (the “Reinvestment Deadline” and such rights, the “Reinvestment Rights”); provided, further, to the extent the Borrower or Subsidiary fails to apply any or all of such Disposition Offer Proceeds to any such reinvestment by the Reinvestment Deadline (any amount of the Disposition Offer Proceeds not so applied, the “Available Disposition Offer Proceeds”), 42 Bridge Cleco Corporate Holdings LLC 2019 Term Loan Agreement the Borrower shall make a mandatory prepayment offer in accordance with the procedures set forth in Section 2.09(f) below. (f).

Mandatory Offer with Net Cash Proceeds of a Disposition. On each applicable Offer Date, the Borrower shall make a mandatory offer to each Lender for the prepayment of outstanding Loans in an amount equal to 100% of the Prepayment Portion of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries on account of any Disposition pursuant to Section 6.01(b) herein since the last Interest Payment Date (and not yet subject to an offer in accordance with this Section 2.09(e2.12(c)) to the extent all such Net Cash Proceeds received in such fiscal year exceed $30,000,000 (the “Disposition Offer Proceeds”); provided, however, no such offer shall be required under this Section 2.09(e2.12(c) to the extent the Borrower notifies the Administrative Agent in writing no later than five (5) Business Days before the relevant Offer Date that the Borrower or such Subsidiary has elected to apply such Disposition Offer Proceeds to reinvest in Property of a kind then used or usable in the Business (including reinvestments in Permitted Acquisitions) within three‑hundred three-hundred sixty (360) days of the receipt of such Disposition Offer Proceeds (the “Reinvestment Deadline” and such rights, the “Reinvestment Rights”); provided, further, to the extent the Borrower or Subsidiary fails to apply any or all of such Disposition Offer Proceeds to any such reinvestment by the Reinvestment Deadline (any amount of the Disposition Offer Proceeds not so applied, the “Available Disposition Offer Proceeds”), 42 Bridge Loan Agreement the Borrower shall make a mandatory prepayment offer in accordance with the procedures set forth in Section 2.09(f2.12(d) below. (f).