Common use of Loan Modification Offer Clause in Contracts

Loan Modification Offer. The Company may, by written notice to the Administrative Agent make an offer ("Loan Modification Offer") to all the Lenders to consummate a Permitted Amendment (as defined below) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Company. A "Permitted Amendment" means any or all of the following modifications to this Agreement and the Loan Documents: (i) an extension of the Maturity Date, (ii) an increase in the interest rate with respect to the Loans, (iii) the inclusion of additional fees to be payable to the Lenders accepting the Permitted Amendment (including any upfront fees) (such Lenders, therein the "Accepting Lenders"), (iv) such amendments to this Agreement and the other Loan Documents as shall be appropriate, in the reasonable judgment of the Administrative Agent, to provide the rights and benefits of this Agreement and other Loan Documents to each new "Class" of loans and/or commitments resulting from the Permitted Amendment, provided that (A) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Multicurrency Loan, Letter of Credit or Swingline Loan as between the Commitments of such new "Class" and the Commitments of the then-existing Lenders shall be made on a pro rata basis as between the Commitments of such new "Class" and the Commitments of the then-existing Lenders, (B) the obligations of the Fronting Banks may not be extended without the prior written consent of each Fronting Bank affected thereby and (C) payments of principal and interest on Loans (including loans of Accepting Lenders) shall continue to be shared pro rata in accordance with Section 2.18(c), except that notwithstanding Section 2.18(c) the Loans, Commitments and Multicurrency Commitments of the Lenders that are not Accepting Lenders may be repaid and terminated on their applicable Maturity Date, without any pro rata reduction of the Commitments, Multicurrency Commitments and repayment of Loans of Accepting Lenders with a different Maturity Date and (v) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the reasonable judgment of the Administrative Agent, to give effect to the foregoing Permitted Amendment.

Loan Modification Offer. The Company may, by written notice to the Administrative Agent make an offer ("Loan Modification Offer") to all the Lenders to consummate a Permitted Amendment (as defined below) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Company. A "Permitted Amendment" means any or all of the following modifications to this Agreement and the Loan Documents: (i) an extension of the Maturity Date, (ii) an increase in the interest rate with respect to the Loans, (iii) the inclusion of additional fees to be payable to the Lenders accepting the Permitted Amendment (including any upfront fees) (such Lenders, therein the "Accepting Lenders"), (iv) such amendments to this Agreement and the other Loan Documents as shall be appropriate, in the reasonable judgment of the Administrative Agent, to provide the rights and benefits of this Agreement and other Loan Documents to each new "Class" of loans and/or commitments resulting from the Permitted Amendment, provided that (A) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Multicurrency Loan, Letter of Credit or Swingline Loan as between the Commitments of such new "Class" and the Commitments of the then-existing Lenders shall be made on a pro rata basis as between the Commitments of such new "Class" and the Commitments of the then-existing Lenders, (B) the obligations of the Fronting Banks may not be extended without the prior written consent of each Fronting Bank affected thereby and (C) payments of principal and interest on Loans (including loans of Accepting Lenders) shall continue to be shared pro rata in accordance with Section 2.18(c), except that notwithstanding Section 2.18(c) the Loans, Commitments Loans and Multicurrency Commitments of the Lenders that are not Accepting Lenders may be repaid and terminated on their applicable Maturity Date, without any pro rata reduction of the Commitments, Multicurrency Commitments and repayment of Loans of Accepting Lenders with a different Maturity Date and (v) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the reasonable judgment of the Administrative Agent, to give effect to the foregoing Permitted Amendment.

Loan Modification Offer. The Company Notwithstanding the foregoing, either Borrower may, by written notice to the Administrative Agent from time to time, make an offer one or more offers ("each, a “Loan Modification Offer"”) on a pro rata basis to all the Lenders Banks holding any Tranche of Loans to consummate a Permitted Amendment make one or more amendments or modifications to (A) allow the maturity and scheduled amortization (if any) of the Term Loans and/or the Revolving Loans and Revolving Commitments of the accepting Banks to be extended and (B) increase the Applicable Margins and/or fees payable with respect to the Term Loans and/or the Revolving Loans and Revolving Commitments of the Accepting Banks (as defined below) (“Permitted Amendments”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the CompanyXerium. A "Permitted Amendment" means any or all of the following modifications to this Agreement and the Loan Documents: Such notice shall set forth (i) an extension the terms and conditions of the Maturity Date, requested Permitted Amendment and (ii) an increase in the interest rate date on which such Permitted Amendment is requested to become effective. Permitted Amendments shall become effective only with respect to the LoansTerm Loans and/or the Revolving Loans and Revolving Commitments of the Banks that accept the applicable Loan Modification Offer (such Banks, (iiithe “Accepting Banks”) and, in the inclusion case of additional fees any Accepting Bank, only with respect to be payable such Bank’s Term Loans and/or Revolving Loans and Revolving Commitments as to which such Bank’s acceptance has been made. The applicable Borrower, each other Credit Party and each Accepting Bank shall execute and deliver to the Lenders accepting Administrative Agent an agreement containing the terms of the Permitted Amendments (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Bank as to the effectiveness of each Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment (including any upfront fees) (such Lenders, therein evidenced thereby and only with respect to the "Accepting Lenders"), (iv) such amendments to this Agreement Term Loans and/or the Revolving Loans and the other Loan Documents as shall be appropriate, in the reasonable judgment Revolving Commitments of the Administrative Agent, Accepting Banks as to provide the rights and benefits of this Agreement and other Loan Documents to each new "Class" of loans and/or commitments resulting from the which such Banks’ acceptance has been made. Following any Permitted Amendment, provided that (Athe Loans extended or modified pursuant to this Section 10.6(f) the allocation shall constitute a new Tranche for purposes of the participation exposure with respect to any then-existing or subsequently issued or made Multicurrency Loan, Letter of Credit or Swingline Loan as between the Commitments of such new "Class" and the Commitments of the then-existing Lenders shall be made on a pro rata basis as between the Commitments of such new "Class" and the Commitments of the then-existing Lenders, (B) the obligations of the Fronting Banks may not be extended without the prior written consent of each Fronting Bank affected thereby and (C) payments of principal and interest on Loans (including loans of Accepting Lenders) shall continue to be shared pro rata in accordance with Section 2.18(c), except that notwithstanding Section 2.18(c) the Loans, Commitments and Multicurrency Commitments of the Lenders that are not Accepting Lenders may be repaid and terminated on their applicable Maturity Date, without any pro rata reduction of the Commitments, Multicurrency Commitments and repayment of Loans of Accepting Lenders with a different Maturity Date and (v) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the reasonable judgment of the Administrative Agent, to give effect to the foregoing Permitted AmendmentDocuments.

Loan Modification Offer. The Company Borrower may, by written notice to the Administrative Agent from time to time make an offer one or more offers ("each, a “Loan Modification Offer"”) to (i) all the Lenders or (ii) all the Lenders of any Tranche, to consummate a make one or more Permitted Amendment (as defined below) Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the CompanyBorrower. A "Permitted Amendment" means any or all of the following modifications to this Agreement and the Loan Documents: Such notice shall set forth (i) an extension the terms and conditions of the Maturity Date, requested Permitted Amendment and (ii) an increase the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days after the date of such notice, unless otherwise agreed to by the Agent). Notwithstanding anything to the contrary in §28, each Permitted Amendment shall only require the interest rate consent of the Borrower, the Agent and those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”), and each Permitted Amendment shall become effective only with respect to the Loans, (iii) the inclusion of additional fees to be payable to the Lenders accepting the Permitted Amendment (including any upfront fees) (such Lenders, therein the "Accepting Lenders"), (iv) such amendments to this Agreement Loans and the other Loan Documents as shall be appropriate, in the reasonable judgment of the Administrative Agent, to provide the rights and benefits of this Agreement and other Loan Documents to each new "Class" of loans and/or commitments resulting from the Permitted Amendment, provided that (A) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Multicurrency Loan, Letter of Credit or Swingline Loan as between the Commitments of such new "Class" and the Commitments of the then-existing Lenders shall be made on a pro rata basis as between Accepting Lenders. In connection with any Loan Modification Offer that has been accepted by the Commitments of such new "Class" and the Commitments of the then-existing Majority Lenders, (B) the obligations of the Fronting Banks may not be extended without Borrower may, with the prior written consent of each Fronting Bank affected thereby and the Agent, terminate the aggregate Commitments (Cor, in the case of a Loan Modification Offer made to a single Tranche, the aggregate Commitments in respect of such Tranche) payments of principal and interest on Loans (including loans of Accepting Lenders) shall continue to be shared pro rata in accordance with Section 2.18(c), except that notwithstanding Section 2.18(c) the Loans, Commitments and Multicurrency Commitments one or more of the Lenders that are not Accepting Lenders may be repaid Lenders, and terminated on their applicable Maturity Date, without any pro rata reduction of the Commitments, Multicurrency Commitments and repayment of in connection therewith shall repay in full all outstanding Loans of Accepting Lenders with a different Maturity Date and (v) such other amendments to this Agreement and the other Loan Documents as shall be appropriateor, in the reasonable judgment case of a Loan Modification Offer made to a single Tranche, the outstanding Loans in respect of such Tranche), and accrued but unpaid interest and fees (along with any amount owing pursuant to §4.8), at such time owing to such terminated Lender, with such termination taking effect, and any related repayment being made, upon the effectiveness of the Administrative AgentPermitted Amendment. Additionally, to give effect the extent the Borrower has terminated the Commitments (or the Commitments in respect of any Tranche) of such Lenders, it may request any other Eligible Assignee to provide a commitment to make loans on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the Commitments terminated pursuant to the foregoing Permitted Amendmentpreceding sentence.

Loan Modification Offer. The Company Borrower may, by written notice to the Administrative Agent from time to time make an offer one or more offers ("each, a “Loan Modification Offer"”) to (i) all the Lenders or (ii) all the Lenders of any Tranche, to consummate a make one or more Permitted Amendment (as defined below) Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the CompanyBorrower. A "Permitted Amendment" means any or all of the following modifications to this Agreement and the Loan Documents: Such notice shall set forth (i) an extension the terms and conditions of the Maturity Date, requested Permitted Amendment and (ii) an increase the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days after the date of such notice, unless otherwise agreed to by the Agent). Notwithstanding anything to the contrary in §28, each Permitted Amendment shall only require the interest rate consent of the Borrower, the Agent and those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”), and each Permitted Amendment shall become effective only with respect to the Loans, (iii) the inclusion of additional fees to be payable to the Lenders accepting the Permitted Amendment (including any upfront fees) (such Lenders, therein the "Accepting Lenders"), (iv) such amendments to this Agreement Loans and the other Loan Documents as shall be appropriate, in the reasonable judgment of the Administrative Agent, to provide the rights and benefits of this Agreement and other Loan Documents to each new "Class" of loans and/or commitments resulting from the Permitted Amendment, provided that (A) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Multicurrency Loan, Letter of Credit or Swingline Loan as between the Commitments of such new "Class" and the Commitments of the then-existing Lenders shall be made on a pro rata basis as between Accepting Lenders. In connection with any Loan Modification Offer that has been accepted by the Commitments of such new "Class" and the Commitments of the then-existing Majority Lenders, (B) the obligations of the Fronting Banks may not be extended without Borrower may, with the prior written consent of each Fronting Bank affected thereby the Agent, terminate the aggregate Commitments (or, in the case of a Loan Modification Offer made to a single Tranche, the aggregate Commitments in respect of such Tranche) of one or more of the Lenders that are not Accepting Lenders, and (C) payments of principal and interest on in connection therewith shall repay in full all outstanding Loans (including loans or, in the case of Accepting Lenders) shall continue a Loan Modification Offer made to be shared pro rata a single Tranche, the outstanding Loans in accordance with Section 2.18(crespect of such Tranche), except and accrued but unpaid interest and fees (along with any amount owing pursuant to §4.8), at such time owing to such terminated Lender, with such termination taking effect, and any related repayment being made, upon the effectiveness of the Permitted Amendment; provided that notwithstanding Section 2.18(c) the Loans, Commitments and Multicurrency Commitments foregoing shall not permit the Borrower to prepay any Fixed Rate Loan or Floating Rate Loan of the Lenders that are not Accepting Lenders during any applicable Prepayment Lockout Period. Additionally, to the extent the Borrower has terminated the Commitments (or the Commitments in respect of any Tranche) of such Lenders, it may be repaid and terminated request any other Eligible Assignee to provide a commitment to make loans on their applicable Maturity Date, without any pro rata reduction the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the Commitments, Multicurrency Commitments and repayment of Loans of Accepting Lenders with a different Maturity Date and (v) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the reasonable judgment of the Administrative Agent, to give effect terminated pursuant to the foregoing Permitted Amendmentpreceding sentence.