Common use of Loan Modification Offer Clause in Contracts

Loan Modification Offer. Notwithstanding the foregoing, either Borrower may, by written notice to the Administrative Agent from time to time, make one or more offers (each, a “Loan Modification Offer”) on a pro rata basis to all the Banks holding any Tranche of Loans to 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 Xerium. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective. Permitted Amendments shall become effective only with respect to the Term Loans and/or the Revolving Loans and Revolving Commitments of the Banks that accept the applicable Loan Modification Offer (such Banks, the “Accepting Banks”) and, in the case of any Accepting Bank, only with respect to 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 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 evidenced thereby and only with respect to the Term Loans and/or the Revolving Loans and Revolving Commitments of the Accepting Banks as to which such Banks’ acceptance has been made. Following any Permitted Amendment, the Loans extended or modified pursuant to this Section 10.6(f) shall constitute a new Tranche for purposes of the Credit Documents.

Loan Modification Offer. Notwithstanding the foregoing, either Borrower The Company may, by written notice to the Administrative Agent from time to time, make one or more offers an offer (each, a “"Loan Modification Offer”") on a pro rata basis to all the Banks holding any Tranche of Loans Lenders to 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 consummate a Permitted Amendment (as defined below) (“Permitted Amendments”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to Xeriumthe Company. Such notice shall set forth A "Permitted Amendment" means any or all of the following modifications to this Agreement and the Loan Documents: (i) the terms and conditions an extension of the requested Permitted Amendment and Maturity Date, (ii) an increase in the date on which such Permitted Amendment is requested to become effective. Permitted Amendments shall become effective only interest rate with respect to the Term Loans 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 Revolving Loans 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 Revolving 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 accept 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 Modification Offer (such Banks, the “Accepting Banks”) andDocuments as shall be appropriate, in the case reasonable judgment of any Accepting Bankthe Administrative Agent, only with respect to 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 give effect to the 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 evidenced thereby and only with respect to the Term Loans and/or the Revolving Loans and Revolving Commitments of the Accepting Banks as to which such Banks’ acceptance has been made. Following any foregoing Permitted Amendment, the Loans extended or modified pursuant to this Section 10.6(f) shall constitute a new Tranche for purposes of the Credit Documents.

Loan Modification Offer. Notwithstanding the foregoing, either The Borrower may, by written notice to the Administrative Agent from time to time, time make one or more offers (each, a “Loan Modification Offer”) on a pro rata basis to (i) all the Banks holding Lenders or (ii) all the Lenders of any Tranche of Loans Tranche, to 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”) Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to Xeriumthe Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effectiveeffective (which shall not be less than 10 Business Days after the date of such notice, unless otherwise agreed to by the Agent). Permitted Amendments shall become effective only with respect Notwithstanding anything to the Term Loans and/or contrary in §28, each Permitted Amendment shall only require the Revolving Loans and Revolving Commitments consent of the Banks Borrower, the Agent and those Lenders that accept the applicable Loan Modification Offer (such BanksLenders, the “Accepting BanksLenders”) and), and each Permitted Amendment shall become effective only with respect to the Loans and Commitments of the Accepting Lenders. In connection with any Loan Modification Offer that has been accepted by the Majority Lenders, the Borrower may, with the prior written consent of 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 in connection therewith shall repay in full all outstanding Loans (or, in the 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 Accepting Bankamount owing pursuant to §4.8), only with respect at such time owing to such Bank’s Term Loans and/or Revolving Loans terminated Lender, with such termination taking effect, and Revolving Commitments as to which such Bank’s acceptance has been any related repayment being made. The applicable Borrower, each other Credit Party and each Accepting Bank shall execute and deliver to the 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 Agreementthe Permitted Amendment. Additionally, this Agreement shall be deemed amended to the extent the Borrower has terminated the Commitments (but only 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 extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Term Loans and/or the Revolving Loans and Revolving Commitments of the Accepting Banks as to which such Banks’ acceptance has been made. Following any Permitted Amendment, the Loans extended or modified pursuant to this Section 10.6(f) shall constitute a new Tranche for purposes of the Credit Documentspreceding sentence.

Loan Modification Offer. Notwithstanding the foregoing, either Borrower The Company may, by written notice to the Administrative Agent from time to time, make one or more offers an offer (each, a “"Loan Modification Offer”") on a pro rata basis to all the Banks holding any Tranche of Loans Lenders to 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 consummate a Permitted Amendment (as defined below) (“Permitted Amendments”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to Xeriumthe Company. Such notice shall set forth A "Permitted Amendment" means any or all of the following modifications to this Agreement and the Loan Documents: (i) the terms and conditions an extension of the requested Permitted Amendment and Maturity Date, (ii) an increase in the date on which such Permitted Amendment is requested to become effective. Permitted Amendments shall become effective only interest rate with respect to the Term Loans 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 Revolving Loans Permitted Amendment, provided that (A) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit or Swingline Loan as between the Commitments of such new "Class" and Revolving 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 accept notwithstanding Section 2.18(c) the Loans and 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 and repayment of Loans of Accepting Lenders with a different Maturity Date and (v) such other amendments to this Agreement and the other Loan Modification Offer (such Banks, the “Accepting Banks”) andDocuments as shall be appropriate, in the case reasonable judgment of any Accepting Bankthe Administrative Agent, only with respect to 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 give effect to the 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 evidenced thereby and only with respect to the Term Loans and/or the Revolving Loans and Revolving Commitments of the Accepting Banks as to which such Banks’ acceptance has been made. Following any foregoing Permitted Amendment, the Loans extended or modified pursuant to this Section 10.6(f) shall constitute a new Tranche for purposes of the Credit Documents.

Loan Modification Offer. Notwithstanding the foregoing, either The Borrower may, by written notice to the Administrative Agent from time to time, time make one or more offers (each, a “Loan Modification Offer”) on a pro rata basis to (i) all the Banks holding Lenders or (ii) all the Lenders of any Tranche of Loans Tranche, to 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”) Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to Xeriumthe Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effectiveeffective (which shall not be less than 10 Business Days after the date of such notice, unless otherwise agreed to by the Agent). Permitted Amendments shall become effective only with respect Notwithstanding anything to the Term Loans and/or contrary in §28, each Permitted Amendment shall only require the Revolving Loans and Revolving Commitments consent of the Banks Borrower, the Agent and those Lenders that accept the applicable Loan Modification Offer (such BanksLenders, the “Accepting BanksLenders”) and), and each Permitted Amendment shall become effective only with respect to the Loans and Commitments of the Accepting Lenders. In connection with any Loan Modification Offer that has been accepted by the Majority Lenders, the Borrower may, with the prior written consent of 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 in connection therewith shall repay in full all outstanding Loans (or, in the 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 Accepting Bankamount owing pursuant to §4.8), only with respect at such time owing to such Bank’s Term Loans and/or Revolving Loans terminated Lender, with such termination taking effect, and Revolving Commitments as to which such Bank’s acceptance has been any related repayment being made. The applicable Borrower, each other Credit Party and each Accepting Bank shall execute and deliver to the 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 the Permitted Amendment; provided that the foregoing shall not permit the Borrower to prepay any Fixed Rate Loan Modification Agreementor Floating Rate Loan of the Lenders that are not Accepting Lenders during any applicable Prepayment Lockout Period. Additionally, this Agreement shall be deemed amended to the extent the Borrower has terminated the Commitments (but only 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 extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Term Loans and/or the Revolving Loans and Revolving Commitments of the Accepting Banks as to which such Banks’ acceptance has been made. Following any Permitted Amendment, the Loans extended or modified pursuant to this Section 10.6(f) shall constitute a new Tranche for purposes of the Credit Documentspreceding sentence.