Common use of Interest and Interest Payment Dates Clause in Contracts

Interest and Interest Payment Dates. (iv) In lieu of having interest on the Priority Obligations charged at the rate based upon the Base Rate, Borrower shall have the option, subject to Section 2.12(b) below (the "LIBOR Option") to have interest on all or a portion of the Revolving Loans be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable in arrears on the earliest of (i) the first day of each month, (ii) the last day of the Interest Period applicable thereto, (iii) the date on which all or any portion of the Priority Obligations are accelerated pursuant to the terms hereof, or (iv) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrower no longer shall have the option to request that Revolving Loans bear interest at a rate based upon the LIBOR Rate. The parties hereto agree that all interest periods with respect to "Eurodollar Rate Loans" under the Third Amended Loan Agreement in existence as of the Closing Date shall be deemed for all purposes to be Interest Periods selected under this Agreement for a like period, commencing and ending on the same dates as the existing interest periods.

Interest and Interest Payment Dates. (iv) In lieu of having interest on the Priority Obligations charged at the rate based upon the Base RateRate (in the case of Revolver Advances), Borrower Borrowers shall have the option, subject to Section 2.12(b) below (the "“LIBOR Option"”) to have interest on all or a portion of the Revolving Loans be charged Revolver Advances (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a Exhibit 10.61 DIP Credit Agreement LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable in arrears on the earliest of (i) the first day of each month, (ii) the last day of the Interest Period applicable thereto, ; (iiiii) the date on which all or any portion of the Priority Obligations are accelerated pursuant to the terms hereof, or (iviii) the date on which this Agreement is terminated pursuant to the terms hereof. On With respect to any LIBOR Rate Loan denominated Euros (other than Swingline Loans denominated in Euros), at the last day end of each any Interest Period applicable Interest Period, unless Borrower properly has exercised the LIBOR Option with respect theretoto a Borrowing thereof, the interest rate applicable Borrower may elect to split the respective Borrowing into two or more Borrowings of the same Type or combine two or more Borrowings of the same Type into a single Borrowing, in each case, by having an Authorized Person give notice thereof, together with its election of one or more Interest Periods, in each case so long as each resulting Borrowing has an Interest Period which complies with the definition thereof. If upon the expiration of any Interest Period applicable to a Borrowing of LIBOR Rate Loans, the applicable Borrower has failed to elect, or is not permitted to elect, a new Interest Period to be applicable to such LIBOR Rate Loan automatically Loan, as provided above, the applicable Borrower shall be deemed to have elected (A) with respect to LIBOR Rate Loans denominated in Dollars, to convert to the rate of interest then applicable to such LIBOR Rate Loans into Base Rate Loans of the same type hereunderand (B) with respect to LIBOR Rate Loans denominated in Euros, to convert such LIBOR Rate Loans into Base Rate Loans denominated in Dollars. At any time that an Event of Default has occurred and is continuing, Borrower unless consented to by the Required Lenders in writing, the Borrowers no longer shall have the option to request that Revolving Loans Revolver Advances bear interest at a rate based upon the LIBOR Rate. The parties hereto agree , and the Required Lenders may demand that any or all of the then outstanding Advances denominated in Euros be redenominated into Dollars in the amount of the Dollar Equivalent thereof, and that all interest periods LIBOR Rate Loans be automatically converted to Base Rate Loans on the last day of the then current Interest Period with respect to "Eurodollar Rate Loans" under the Third Amended Loan Agreement in existence as of the Closing Date shall be deemed for all purposes to be Interest Periods selected under this Agreement for a like period, commencing and ending on the same dates as the existing interest periodsthereto.

Interest and Interest Payment Dates. (iv) In lieu of having interest on the Priority Obligations charged at the rate based upon the Base RateRate (in the case of Revolver Advances), Borrower Borrowers shall have the option, subject to Section 2.12(b) below (the "“LIBOR Option"”) to have interest on all or a portion of the Revolving Loans be charged Revolver Advances (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable in arrears on the earliest of (i) the first day of each month, (ii) the last day of the Interest Period applicable thereto, ; (iiiii) the date on which all or any portion of the Priority Obligations are accelerated pursuant to the terms hereof, or (iviii) the date on which this Agreement is terminated pursuant to the terms hereof. On With respect to any LIBOR Rate Loan denominated in Euros (other than Swingline Loans denominated in Euros), at the last day end of each any Interest Period applicable Interest Period, unless Borrower properly has exercised the LIBOR Option with respect theretoto a Borrowing thereof, the interest rate applicable Borrower may elect to split the respective Borrowing into two or more Borrowings of the same Type or combine two or more Borrowings of the same Type into a single Borrowing, in each case, by having an Authorized Person give notice thereof, together with its election of one or more Interest Periods, in each case so long as each resulting Borrowing has an Interest Period which complies with the definition thereof. If upon the expiration of any Interest Period applicable to a Borrowing of LIBOR Rate Loans, the applicable Borrower has failed to elect, or is not permitted to elect, a new Interest Period to be applicable to such LIBOR Rate Loan automatically Loan, as provided above, the applicable Borrower shall be deemed to have elected (A) with respect to LIBOR Rate Loans denominated in Dollars, to convert to the rate of interest then applicable to such LIBOR Rate Loans into Base Rate Loans and (B) with respect to LIBOR Rate Loans denominated in Euros, to convert such LIBOR Rate Loans into LIBOR Rate Loans with an Interest Period of the same type hereunderone month. At any time that an Event of Default has occurred and is continuing, Borrower unless consented to by the Required Lenders in writing, the Borrowers no longer shall have the option to request that Revolving Loans Revolver Advances bear interest at a rate based upon the LIBOR Rate. The parties hereto agree , and the Required Lenders may demand that any or all of the then outstanding Multicurrency Revolver Advances to the US Borrower denominated in Euros be redenominated into Dollars in the amount of the Dollar Equivalent thereof, that all interest periods LIBOR Rate Loans of the US Borrower be automatically converted to Base Rate Loans and all LIBOR Rate Loans of the Foreign Borrower be converted to LIBOR Rate Loans with an Interest Period of one month on the last day of the then current Interest Period with respect to "Eurodollar Rate Loans" under the Third Amended Loan Agreement in existence as of the Closing Date shall be deemed for all purposes to be Interest Periods selected under this Agreement for a like period, commencing and ending on the same dates as the existing interest periodsthereto.

Interest and Interest Payment Dates. (iv) In lieu of having interest on the Priority Obligations charged at the rate based upon the Base Prime Rate, Borrower Borrowers shall have the option, subject to Section 2.12(b) below option (the "“LIBOR Option"”) to have interest on all or a portion of the Revolving Loans Advances be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable in arrears on the earliest of (i) the first day of each monthInterest Payment Date applicable to LIBOR Rate Loans, (ii) the last day occurrence of an Event of Default in consequence of which the Interest Period applicable thereto, (iii) Required Lenders or Agent on behalf thereof have elected to accelerate the date on which maturity of all or any portion of the Priority Obligations are accelerated pursuant to the terms hereofObligations, or (iviii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Prime Rate Loans of the same type hereunder. On the requested date of any LIBOR Rate Loan, (i) in the event that Prime Rate Loans are outstanding in an amount equal to or greater than the requested LIBOR Rate Loan, all or a portion of such Prime Rate Loans shall be automatically converted to a LIBOR Rate Loan in the amount requested by the Administrative Borrower, and (ii) if Prime Rate Loans are not outstanding in an amount at least equal to the requested LIBOR Rate Loan, the Administrative Borrower shall make an electronic request via the Portal for additional Prime Rate Loans in an such amount, when taken with the outstanding Prime Rate Loans (which shall be converted automatically at such time), as is necessary to satisfy the requested LIBOR Rate Loan. If the Administrate Borrower fails to make such additional request via the Portal as required pursuant to clause (ii) of the foregoing sentence, then the Borrowers shall be responsible for all amounts due pursuant to Section 2.12 hereof arising on account of such failure. At any time that an Event of Default has occurred and is continuing, Borrower Borrowers no longer shall have the option to request that Revolving Loans Advances bear interest at a rate based upon the LIBOR Rate. The parties hereto agree that Rate and Agent shall have the right to convert the interest rate on all interest periods with respect to "Eurodollar outstanding LIBOR Rate Loans" under Loans at the Third Amended Loan Agreement in existence as end of the Closing Date shall be deemed for all purposes applicable Interest Period to be Interest Periods selected under this Agreement for a like period, commencing and ending on the same dates as the existing interest periodsrate then applicable to Prime Rate Loans hereunder.

Interest and Interest Payment Dates. (iv) In lieu of having interest on the Priority Obligations charged at the rate based upon the Base Rate, Borrower Borrowers shall have the option, subject to Section 2.12(b) below (the "LIBOR <LIBOR>SOFR Option") to have interest on all or a portion of the Revolving Loans be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a <LIBOR Rate Rate>SOFR Loan, or upon continuation of a <LIBOR Rate Rate>SOFR Loan as a <LIBOR Rate Rate>SOFR Loan) at a rate of interest based upon <the LIBOR Rate>Adjusted Term SOFR. Interest on <LIBOR Rate Rate>SOFR Loans shall be payable in arrears on the earliest of (i) the first day of each month, (ii) the last day of the Interest Period applicable thereto; provided, that subject to the following clauses (ii) and (iii), in the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (iiiii) the date on which all or any portion of the Priority Obligations are accelerated pursuant to the terms hereof, or (iviii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrower Borrowers have properly has exercised the LIBOR <LIBOR>SOFR Option with respect thereto, the interest rate applicable to such <LIBOR Rate Rate>SOFR Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrower at the written election of Agent or the Required Lenders, Borrowers no longer shall have the option to request that Revolving Loans bear interest at a rate based upon <the LIBOR RateRate.>Adjusted Term SOFR. The parties hereto agree For the avoidance of doubt, all Revolving Loans that all interest periods with respect are LIBOR Rate Loans (as such term is defined in the Credit Agreement prior to "Eurodollar Rate Loans" under giving effect to the Third Amended Loan Agreement in existence Seventh Amendment) as of the Closing Seventh Amendment Effective Date prior to giving effect to the Seventh Amendment shall be deemed for all purposes converted to be Interest Periods selected under this Agreement for a like period, commencing and ending SOFR Loans on the same dates as the existing interest periodsSeventh Amendment Effective Date.

Interest and Interest Payment Dates. (iv) In lieu of having interest on the Priority Obligations charged at the rate based upon the Base Reference Rate, Borrower shall have the option, subject to Section 2.12(b) below option (the "LIBOR Libor Option") to have interest on all or a portion of the Revolving its Loans be charged (whether based on the Adjusted Libor Rate. For purposes hereof, interest "based on the Adjusted Libor Rate" shall mean interest at the time when made Adjusted Libor Rate PLUS 2.0% per annum; PROVIDED, HOWEVER, that during any calendar month in which the Borrower's EBITDA (unless otherwise provided herein)for the most recent 12 months) is at least $20,000,000, upon conversion from a Base "based on the Adjusted Libor Rate" shall mean interest at the Adjusted Libor Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR RatePLUS 1.50% per annum. Interest on LIBOR that portion of the Loans bearing interest based on the Adjusted Libor Rate Loans ("Adjusted Libor Rate Loans") shall be payable in arrears on the earliest of (i) the first day of each month, (ii) the last day of the Interest Period applicable thereto, (iii) the date on which all or any portion of the Priority Obligations are accelerated pursuant to the terms hereof, or (iv) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable month and on the last day of each Interest Period and may, at Foothill's option, be charged directly to Borrower's loan account maintained by Foothill. Interest based on the Adjusted Libor Rate shall be calculated for each month (or portion thereof) based on the number of days elapsed and a year of 360 days. On and after the date of any Event of Default or termination or non-renewal of the Agreement, interest on all outstanding Adjusted 42 Libor Rate Loans shall accrue at a rate equal to two percent per annum in excess of the pre-default rate set forth above from the date of such Event of Default or termination or non-renewal until the end of the Interest Period, unless Borrower properly has exercised the LIBOR Option with respect thereto, the and all such interest rate applicable to such LIBOR Rate Loan automatically accruing hereunder shall convert to the rate of interest then applicable to Base Rate Loans thereafter be payable on demand. Upon expiration of the same type hereunder. At any time that Interest Period, or earlier at Foothill's option following an Event of Default has occurred and is continuing, Borrower no longer shall have the option to request that Revolving Loans bear interest at a rate based upon the LIBOR Rate. The parties hereto agree that all interest periods with respect to "Eurodollar Rate Loans" under the Third Amended Loan Agreement in existence as or termination or non-renewal of the Closing Date Agreement, and until Borrower's subsequent permitted exercise, if any, of the Libor Option, all Loans shall accrue interest in accordance with SECTION 2.3 of the Agreement. In no event shall charges constituting interest, payable by Borrower under this Supplement, exceed the rate permitted under any applicable law or regulation, and if any part or provision of this Supplement is in contravention of any such law or regulation, such part or provision shall be deemed for all purposes amended to be Interest Periods selected under this Agreement for a like period, commencing and ending on the same dates as the existing interest periodsconform thereto.

Interest and Interest Payment Dates. (iv) In lieu of having interest on the Priority Obligations charged at the rate based upon the Base Rate, Borrower Borrowers shall have the option, subject to Section 2.12(b) below (the "“LIBOR Option"”) to have interest on all or a portion of the Revolving Loans be charged Advances (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable in arrears on the earliest of (i) the first day of each month, (ii) the last day of the Interest Period applicable thereto, ; (iiiii) the date on which all or any portion of the Priority Obligations are accelerated pursuant to the terms hereof, or (iviii) the date on which this Agreement is terminated pursuant to the terms hereof. On With respect to any LIBOR Rate Loan denominated Euros (other than Swingline Loans denominated in Euros), at the last day end of each any Interest Period applicable Interest Period, unless Borrower properly has exercised the LIBOR Option with respect theretoto a Borrowing thereof, the interest rate Applicable Borrower, as applicable, may elect to split the respective Borrowing into two or more Borrowings of the same Type or combine two or more Borrowings of the same Type into a single Borrowing, in each case, by having an Authorized Person of the Applicable Borrower give notice thereof, together with its election of one or more Interest Periods, in each case so long as each resulting Borrowing has an Interest Period which complies with the definition thereof. If upon the expiration of any Interest Period applicable to a Borrowing of LIBOR Rate Loans, the Applicable Borrower has failed to elect, or is not permitted to elect, a new Interest Period to be applicable to such LIBOR Rate Loan automatically Loan, as provided above, the Applicable Borrower shall be deemed to have elected (A) with respect to LIBOR Rate Loans denominated in Dollars, to convert to the rate of interest then applicable to such LIBOR Rate Loans into Base Rate Loans of the same type hereunderand (B) with respect to LIBOR Rate Loans denominated in Euros, to convert such LIBOR Rate Loans into Base Rate Loans denominated in Dollars. At any time that an Event of Default has occurred and is continuing, Borrower unless consented to by the Required Lenders in writing, the Borrowers no longer shall have the option to request that Revolving Loans Advances bear interest at a rate based upon the LIBOR Rate. The parties hereto agree , and the Required Lenders may demand that any or all of the then outstanding Advances denominated in Euros be redenominated into Dollars in the amount of the Dollar Equivalent thereof, and that all interest periods LIBOR Rate Loans be automatically converted to Base Rate Loans on the last day of the then current Interest Period with respect to "Eurodollar Rate Loans" under the Third Amended Loan Agreement in existence as of the Closing Date shall be deemed for all purposes to be Interest Periods selected under this Agreement for a like period, commencing and ending on the same dates as the existing interest periodsthereto.