Common use of Payment Mechanics Clause in Contracts

Payment Mechanics. Each Discounted Voluntary Prepayment pursuant to clause (x) of the definition thereof shall be made within 5 Business Days of the Acceptance Date (or such later date as the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty, upon irrevocable notice (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m. New York City Time, 3 Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable portion of the Term Loan, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Each Discounted Voluntary Prepayment pursuant to clause (y) of the definition thereof shall be made within the time period mutually agreed by the relevant Borrower and the applicable Lender or as required by the applicable market platform on or in which such purchase is to be consummated. The par principal amount of each Discounted Voluntary Prepayment of the Term Loan shall be applied ratably to reduce the remaining installments of the Term Loan.

Payment Mechanics. Each Discounted Voluntary Prepayment pursuant to clause (x) of the definition thereof shall be made within 5 10 Business Days of the Acceptance Date (or such later date as the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty, upon irrevocable notice (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m. New York City Time12:00 p.m., 3 Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment Prepayment, the principal amount of the Qualifying Loans to be prepaid and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount Discount, on the applicable portion of the Term LoanQualifying Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Each Discounted Voluntary Prepayment pursuant to clause (y) of the definition thereof shall be made within the time period mutually agreed by the relevant Borrower and the applicable Lender or as required by the applicable market platform on or in which such purchase is to be consummated. The par principal amount of each Discounted Voluntary Prepayment of the Term Loan Loans shall be applied ratably to reduce the remaining installments of the such Term LoanLoans.

Payment Mechanics. Each Discounted Voluntary Prepayment pursuant to clause (x) of the definition thereof shall be made within 5 10 Business Days of the Acceptance Date (or such later date as the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty, upon irrevocable notice (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m. New York City Time12:00 p.m., 3 Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment Prepayment, the principal amount of the Qualifying Loans to be prepaid and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount Discount, on the applicable portion of the Term LoanQualifying Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Each Discounted Voluntary Prepayment pursuant to clause (y) of the definition thereof shall be made within the time period mutually agreed by the relevant Borrower and the applicable Lender or as required by the applicable market platform on or in which such purchase is to be consummated. The par principal amount of each Discounted Voluntary Prepayment of the Term Loan Loans under the applicable Term Facility shall be applied ratably to reduce the remaining installments of the such Term LoanLoans.

Payment Mechanics. Each Discounted Voluntary Prepayment pursuant to clause (x) of the definition thereof shall be made within 5 Business Days of the Acceptance Date (or such later date as the Administrative Collateral Agent shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty, upon irrevocable notice (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Collateral Agent no later than 1:00 p.m. New York City Time, 3 Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Collateral Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Administrative Collateral Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable portion of the Term Loan, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Each Discounted Voluntary Prepayment pursuant to clause (y) of the definition thereof shall be made within the time period mutually agreed by the relevant Borrower and the applicable Lender or as required by the applicable market platform on or in which such purchase is to be consummated. The par principal amount of each Discounted Voluntary Prepayment of the Term Loan shall be applied ratably to reduce the remaining installments of the Term Loan.

Payment Mechanics. Each Discounted Voluntary Prepayment (a) Prior to the Effective Time, Purchaser shall, pursuant to clause an agreement reasonably acceptable to the Company (x) of the definition thereof shall be made within 5 Business Days of the Acceptance Date (or such later date as the Administrative “Exchange Agent shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty, upon irrevocable notice (each a “Discounted Voluntary Prepayment NoticeAgreement”), delivered appoint Computershare Trust Company, N.A. or another institutional exchange agent reasonably acceptable to the Administrative Company (the “Exchange Agent”) to act as the exchange agent to facilitate payment of the Arrangement Consideration to the Company Securityholders. The fees and expenses of the Exchange Agent no later than 1:00 p.m. New York City Timeshall be borne by Purchaser. (b) Notwithstanding anything to the contrary, 3 the right of each Company Securityholder to receive any Arrangement Consideration shall be conditioned upon such Company Securityholder’s prior completion, execution and delivery of a properly completed letter of transmittal in substantially the form attached as Exhibit E together with any original share certificates, affidavits and indemnity of lost share certificate, tax forms, and other documents or information required thereby (together, a “Letter of Transmittal”) all in accordance with the Plan of Arrangement. Purchaser (or the Exchange Agent acting pursuant to authority delegated by Purchaser) shall have authority to reasonably determine whether a Letter of Transmittal has been duly completed, and may in its sole discretion waive the requirement of a Letter of Transmittal or any irregularity therewith. (c) The Exchange Agent shall make available to each Company Securityholder the form Letter of Transmittal and related instructions, which may (at the option of Parent or the Exchange Agent) be made available by paper mailing, electronic delivery, online portal, or other reasonable means (or combinations thereof) at least seven Business Days prior to the date contemplated Effective Date. The Exchange Agent shall use commercially reasonable efforts to pay each Company Securityholder its portion of the applicable Closing Arrangement Consideration prior to the later of (A) the Effective Date or (B) the fifth Business Day after receipt of a duly completed Letter of Transmittal. (d) In connection with the payment of any Additional Arrangement Consideration, Purchaser, Generac Holdings, the Exchange Agent or the Escrow Agent may request that Securityholder Representative deliver an updated Consideration Spreadsheet (and each of Purchaser, Generac Holdings, the Exchange Agent and the Escrow Agent shall be entitled to thereafter rely on such Consideration Spreadsheet) and may require one or more Company Securityholders to confirm or provide new payment instructions with respect to such Additional Arrangement Consideration. None of Purchaser, Generac Holdings, the Exchange Agent or the Escrow Agent shall be responsible for failure or delay in making any payment or Arrangement Consideration to the extent such failure or delay is attributable to the failure of the Securityholders’ Representative or affected Company Securityholder to provide such information. (e) No interest shall be paid or accrued for the benefit of Company Shareholders on any Arrangement Consideration. (f) If any portion of the Arrangement Consideration is to be paid to a Person other than the Person in whose name the corresponding Company Security is registered, it shall be a condition to such payment that (i) such Company Security shall be properly endorsed or shall otherwise be in proper form for transfer, and (ii) the Person requesting such payment shall pay to Parent or the Exchange Agent any transfer or other Tax required as a result of such Discounted Voluntary Prepaymentpayment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent or the Exchange Agent that such Tax has been paid or is not payable. (g) Any portion of the Closing Arrangement Consideration that remains unclaimed by any Company Securityholder six months after the Effective Time shall be returned to Purchaser upon demand, which notice and any such Company Securityholder shall specify thereafter look only to Purchaser for payment of the Arrangement Consideration. Notwithstanding anything to the contrary, Purchaser shall not be liable to any Company Securityholder for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar Laws. Any portion of the Closing Arrangement Consideration remaining unclaimed by Company Securityholders two years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority) shall become, to the extent permitted by applicable Law, the property of Purchaser free and clear of any claims or interest of any Person previously entitled thereto, and any portion of the Additional Arrangement Consideration remaining unclaimed by Company Securityholders two years after the date such became payable to Company Securityholders (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority) shall become, to the extent permitted by applicable Law, the property of Purchaser free and amount clear of any claims or interest of any Person previously entitled thereto. (h) Notwithstanding anything to the Discounted Voluntary Prepayment and the Applicable Discount determined contrary in this Agreement, any compensatory amounts payable pursuant to or as contemplated by this Agreement shall be remitted by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable applicable payer to the applicable Lenders, subject member of the Company Group for payment to the Applicable Discount applicable Person through regular payroll procedures, or otherwise processed as reasonably determined by Purchaser. The Company Group prior to Closing shall take such actions as may be necessary to cause such payments to be made on the applicable portion of the Term LoanEffective Date (or as soon thereafter as is reasonably practicable, if such payments cannot be made on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Each Discounted Voluntary Prepayment pursuant to clause (y) of the definition thereof shall be made within the time period mutually agreed by the relevant Borrower and the applicable Lender or as required by the applicable market platform on or in which such purchase is to be consummated. The par principal amount of each Discounted Voluntary Prepayment of the Term Loan shall be applied ratably to reduce the remaining installments of the Term LoanEffective Date despite reasonable best efforts).

Payment Mechanics. Each Discounted Voluntary Prepayment pursuant to clause (x) of the definition thereof shall be made within 5 Business Days of the Acceptance Date (or such later date as the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty, upon irrevocable notice (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m. New York City Time, 3 Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable portion of the Term Loan, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Each Discounted Voluntary Prepayment pursuant to clause (y) of the definition thereof shall be made within the time period mutually agreed by the relevant Borrower and the applicable Lender or as required by the applicable market platform on or in which such purchase is to be consummated. The par principal amount of each Discounted Voluntary Prepayment of the Term Loan shall be applied ratably to reduce the remaining installments of the Term Loan.