Common use of Maximum Net Leverage Ratio Clause in Contracts

Maximum Net Leverage Ratio. (a) The Company will not permit the ratio (the “Net Leverage Ratio”), determined as of the end of each of its fiscal quarters ending on and after September 30, 2023, of (i) Consolidated Debt minus Qualified Cash, in each case as of the last day of the applicable fiscal quarter (it being understood that such difference shall not be less than zero) to (ii) Consolidated EBITDA for the period of four (4) fiscal quarters then ended, all calculated for the Company and its Subsidiaries on a consolidated basis, to be greater than the following ratios set forth below for the applicable fiscal quarter: provided, that after the fiscal quarter ending June 30, 2024, the Company may, not more than two (2) times during the term of this Agreement, elect (an “Acquisition Holiday Election”) to increase the maximum Net Leverage Ratio permitted under this Section 10.2 to 4.00 to 1.00 for a period of four (4) consecutive fiscal quarters in connection with, and commencing with the first fiscal quarter ending after, an Acquisition (the “Acquisition Holiday Election Quarter”) if, the aggregate consideration paid or to be paid in respect of such Acquisition equals or exceeds $75,000,000 (it being understood that the Net Leverage Ratio shall return to less than or equal to 3.50 to 1.00 no later than the fifth fiscal quarter following the Acquisition Holiday Election Quarter) and the Company pays the additional fees required by Section 10.2(b). (b) If the Net Leverage Ratio exceeds 3.50 to 1.00 as of the end of any fiscal quarter, as evidenced by an Officer’s Certificate delivered pursuant to Section 7.2(a), the Company shall pay a fee on the aggregate outstanding principal amount of the Notes on a per annum basis equal to 0.75% (the “Leverage Fee”; the Leverage Fee and the Rating Fee are collectively referred to herein as the “Additional Fee”). Such Leverage Fee shall begin to accrue on the first day of the fiscal quarter following the fiscal quarter in respect of which such Officer’s Certificate was delivered, and shall, subject to the immediately succeeding sentence, continue to accrue until the Company has provided an Officer’s Certificate pursuant to Section 7.2(a) demonstrating that, as of the last day of the fiscal quarter in respect of which such Officer’s Certificate is delivered, the Net Leverage Ratio is not more than 3.50 to 1.00. In the event such Officer’s Certificate evidencing that the Net Leverage Ratio is not more than 3.50 to 1.00 is delivered, the Leverage Fee shall cease to accrue on the last day of the fiscal quarter in respect of which such Officer’s Certificate is delivered. Within 10 Business Days of the delivery of an Officer’s Certificate pursuant to Section 7.2(a) evidencing that Net Leverage Ratio exceeds 3.50 to 1.00, the Company shall pay to each holder of a Note the amount attributable to the Leverage Fee (the “Leverage Fee Payment”) which shall be the product of (i) the aggregate outstanding principal amount of Notes held by such holder (or its predecessor(s) in interest) as of the first day that the Leverage Fee begins to accrue with respect to the period covered by such Officer’s Certificate, (ii) 0.75% (to reflect the Leverage Fee) and (iii) 0.25 (to reflect that the Leverage Fee is payable quarterly). The Leverage Fee Payment, if any, shall be paid quarterly by wire transfer of immediately available funds to each holder of the Notes in accordance with the terms of this Agreement and all accrued and unpaid Leverage Fees on any principal amount of a Note being paid or prepaid shall be paid concurrently with such principal. The payment of a Leverage Fee shall not constitute a waiver of any Default or Event of Default. 1.6. Section 10 of the Note Purchase Agreement is hereby amended by inserting a new Section 10.12 thereto which shall read as follows:

Maximum Net Leverage Ratio. (a) The Company will not permit the ratio (the “Net Leverage Ratio”), determined as of the end of each of its fiscal quarters ending on and after September 30, 2023, of (i) Consolidated Debt minus Qualified Cash, in each case as of the last day of the applicable fiscal quarter (it being understood that such difference shall not be less than zero) to (ii) Consolidated EBITDA for the period of four (4) fiscal quarters then ended, all calculated for the Company and its Subsidiaries on a consolidated basis, to be greater than the following ratios set forth below for the applicable fiscal quarter: provided, that after the fiscal quarter ending June 30, 2024, the Company may, not more than two (2) times during the term of this Agreement, elect (an “Acquisition Holiday Election”) to increase the maximum Net Leverage Ratio permitted under this Section 10.2 to 4.00 to 1.00 for a period of four (4) consecutive fiscal quarters in connection with, and commencing with the first fiscal quarter ending after, an Acquisition (the “Acquisition Holiday Election Quarter”) if, the aggregate consideration paid or to be paid in respect of such Acquisition equals or exceeds $75,000,000 (it being understood that the Net Leverage Ratio shall return to less than or equal to 3.50 to 1.00 no later than the fifth fiscal quarter following the Acquisition Holiday Election Quarter) and the Company pays the additional fees required by Section 10.2(b). (b) If the Net Leverage Ratio exceeds 3.50 to 1.00 as of the end of any fiscal quarter, as evidenced by an Officer’s Certificate delivered pursuant to Section 7.2(a), the Company shall pay a fee on the aggregate outstanding principal amount of the Notes on a per annum basis equal to 0.75% (the “Leverage Fee”; the Leverage Fee and the Rating Fee are collectively referred to herein as the “Additional Fee”). Such Leverage Fee shall begin to accrue on the first day of the fiscal quarter following the fiscal quarter in respect of which such Officer’s Certificate was delivered, and shall, subject to the immediately succeeding sentence, continue to accrue until the Company has provided an Officer’s Certificate pursuant to Section 7.2(a) demonstrating that, as of the last day of the fiscal quarter in respect of which such Officer’s Certificate is delivered, the Net Leverage Ratio is not more than 3.50 to 1.00. In the event such Officer’s Certificate evidencing that the Net Leverage Ratio is not more than 3.50 to 1.00 is delivered, the Leverage Fee shall cease to accrue on the last day of the fiscal quarter in respect of which such Officer’s Certificate is delivered. Within 10 Business Days of the delivery of an Officer’s Certificate pursuant to Section 7.2(a) evidencing that Net Leverage Ratio exceeds 3.50 to 1.00, the Company shall pay to each holder of a Note the amount attributable to the Leverage Fee (the “Leverage Fee Payment”) which shall be the product of (i) the aggregate outstanding principal amount of Notes held by such holder (or its predecessor(s) in interest) as of the first day that the Leverage Fee begins to accrue with respect to the period covered by such Officer’s Certificate, (ii) 0.75% (to reflect the Leverage Fee) and (iii) 0.25 (to reflect that the Leverage Fee is payable quarterly). The Leverage Fee Payment, if any, shall be paid quarterly by wire transfer of immediately available funds to each holder of the Notes in accordance with the terms of this Agreement and all accrued and unpaid Leverage Fees on any principal amount of a Note being paid or prepaid shall be paid concurrently with such principal. The payment of a Leverage Fee shall not constitute a waiver of any Default or Event of Default. 1.6. Section 10 of the Note Purchase Agreement is hereby amended by inserting a new Section 10.12 thereto which shall read as follows:

Maximum Net Leverage Ratio. (a) The Company will not permit the ratio (the “Net Leverage Ratio”), determined as of the end of each of its fiscal quarters ending on and after September June 30, 20232021, of (i) Consolidated Debt minus Qualified Cash, in each case as of the last day of the applicable fiscal quarter (it being understood that such difference shall not be less than zero) to (ii) Consolidated EBITDA for the period of four (4) fiscal quarters then ended, all calculated for the Company and its Subsidiaries on a consolidated basis, to be greater than the following ratios set forth below for the applicable fiscal quarter: 3.50 to 1.00; provided, that after the fiscal quarter ending June 30, 2024, the Company may, not more than two (2) times during the term of this Agreement, elect (an “Acquisition Holiday Election”) to increase the maximum Net Leverage Ratio permitted under this Section 10.2 to 4.00 to 1.00 for a period of four (4) consecutive fiscal quarters in connection with, and commencing with the first fiscal quarter ending after, an Acquisition (the “Acquisition Holiday Election Quarter”) if, the aggregate consideration paid or to be paid in respect of such Acquisition equals or exceeds $75,000,000 (it being understood that the Net Leverage Ratio shall return to less than or equal to 3.50 to 1.00 no later than the fifth fiscal quarter following the Acquisition Holiday Election Quarter) and the Company pays the additional fees required by Section 10.2(b). (ba) If the Net Leverage Ratio exceeds 3.50 to 1.00 as of the end of any fiscal quarterpermitted by Section 10.2(a), as evidenced by an Officer’s Certificate delivered pursuant to Section 7.2(a), the Company shall pay a fee on the aggregate outstanding principal amount of the Notes on a per annum basis equal to 0.75% (the “Leverage Fee”; the Leverage Fee and the Rating Fee are collectively referred to herein as the “Additional Fee”). Such Leverage Additional Fee shall begin to accrue on the first day of the fiscal quarter following the fiscal quarter in respect of which such Officer’s Certificate was delivered, and shall, subject to the immediately succeeding sentence, continue to accrue until the Company has provided an Officer’s Certificate pursuant to Section 7.2(a) demonstrating that, as of the last day of the fiscal quarter in respect of which such Officer’s Certificate is delivered, the Net Leverage Ratio is not more than 3.50 to 1.00. In the event such Officer’s Certificate evidencing that the Net Leverage Ratio is not more than 3.50 to 1.00 is delivered, the Leverage Additional Fee shall cease to accrue on the last day of the fiscal quarter in respect of which such Officer’s Certificate is delivered. Within 10 Business Days of the delivery of an Officer’s Certificate pursuant to Section 7.2(a) evidencing that Net Leverage Ratio exceeds 3.50 to 1.00, the Company shall pay to each holder of a Note the amount attributable to the Leverage Additional Fee (the “Leverage Additional Fee Payment”) which shall be the product of (i) the aggregate outstanding principal amount of Notes held by such holder (or its predecessor(s) in interest) as of the first day that the Leverage Additional Fee begins to accrue with respect to the period covered by such Officer’s Certificate, (ii) 0.75% (to reflect the Leverage Additional Fee) and (iii) 0.25 (to reflect that the Leverage Additional Fee is payable quarterly). The Leverage Additional Fee Payment, if any, shall be paid quarterly by wire transfer of immediately available funds to each holder of the Notes in accordance with the terms of this Agreement and all accrued and unpaid Leverage Fees on any principal amount of a Note being paid or prepaid shall be paid concurrently with such principalAgreement. The payment of a Leverage an Additional Fee shall not constitute a waiver of any Default or Event of Default. 1.6. Section 10 of the Note Purchase Agreement is hereby amended by inserting a new Section 10.12 thereto which shall read as follows:

Maximum Net Leverage Ratio. (a) The Company will not permit the ratio (the “Net Leverage Ratio”), determined as of the end of each of its fiscal quarters ending on and after September June 30, 20232022, of (i) Consolidated Debt Indebtedness minus Qualified Cash, in each case as of the last day of the applicable fiscal quarter (it being understood that such difference shall not be less than zero) to (ii) Consolidated EBITDA for the period of four (4) fiscal quarters then ended, all calculated for the Company and its Subsidiaries on a consolidated basis, to be greater than the following ratios set forth below for the applicable fiscal quarter: than, 3.50 to 1.00; provided, that after the fiscal quarter ending June 30, 2024, the Company may, not more than two one (21) times time during the term of this Agreement, elect (an “Acquisition Holiday Election”) to increase the maximum Net Leverage Ratio permitted under this Section 10.2 6.12(a)(i) to 4.00 to 1.00 for a period of four (4) consecutive fiscal quarters in connection with, and commencing with the first fiscal quarter ending after, an Acquisition (the “Acquisition Holiday Election Quarter”) if, if the aggregate consideration paid or to be paid in respect of such Acquisition equals or exceeds $75,000,000 (it being understood that the Net Leverage Ratio shall return to less than or equal to 3.50 to 1.00 no later than the fifth fiscal quarter following the Acquisition Holiday Election Quarter); provided, further, that: (i) to the extent clauses (a) and (f) of the Note Purchase Amendment Conditions have been satisfied, the Company pays the additional fees required by Section 10.2(b). (b) If will not permit the Net Leverage Ratio exceeds for the period of four (4) fiscal quarters then ended, all calculated for the Company and its Subsidiaries on a consolidated basis, to be greater than (x) for the fiscal quarter ending September 30, 2023 through and including the fiscal quarter ending June 30, 2024, 4.00 to 1.00, (y) for the fiscal quarters ending September 30, 2024 and December 31, 2024, 3.75 to 1.00 and (z) for the fiscal quarter ending March 31, 2025 and each fiscal quarter thereafter, 3.50 to 1.00 as 1.00; (ii) to the extent clauses (b) and (f) of the end of any fiscal quarter, as evidenced by an Officer’s Certificate delivered pursuant to Section 7.2(a)Note Purchase Amendment Condition have been satisfied, the Company shall pay a fee on may, not more than one (1) time during the term of this Agreement, effect an Acquisition Holiday Election to increase the maximum Net Leverage Ratio permitted under this Section 6.12 for an Acquisition Holiday Election Quarter if the aggregate outstanding principal amount of the Notes on a per annum basis equal consideration paid or to 0.75% (the “Leverage Fee”; the Leverage Fee and the Rating Fee are collectively referred to herein as the “Additional Fee”). Such Leverage Fee shall begin to accrue on the first day of the fiscal quarter following the fiscal quarter be paid in respect of which such Officer’s Certificate was deliveredAcquisition equals or exceeds $50,000,000, and shall, subject to the immediately succeeding sentence, continue (x) 4.25 to accrue until the Company has provided an Officer’s Certificate pursuant to Section 7.2(a) demonstrating that, as of the last day of the fiscal quarter in respect of which 1.00 if such Officer’s Certificate is delivered, Acquisition Holiday Election occurs when the Net Leverage Ratio is not more otherwise required to be no greater than 4.00 to 1.00 and (y) 4.00 to 1.00 if such Acquisition Holiday Election occurs when the Net Leverage Ratio is otherwise required to be no greater than 3.75 to 1.00 or 3.50 to 1.00. In the event such Officer’s Certificate evidencing 1.00 (it being understood that the Net Leverage Ratio is not more shall return to the level otherwise required for the applicable quarter, without giving effect to any Acquisition Holiday Election, no later than 3.50 the fifth fiscal quarter following the Acquisition Holiday Election Quarter); and (iii) to 1.00 is deliveredthe extent clauses (c) and (f) of the Note Purchase Amendment Conditions have been satisfied, the Company may elect to increase the maximum Net Leverage Fee Ratio up to twice (versus only once) during the term of this Agreement for so long as a period of two (2) consecutive fiscal quarters shall cease to accrue on have passed since the last day of any prior applicable increase to the fiscal quarter in respect of which such Officer’s Certificate is delivered. Within 10 Business Days of the delivery of an Officer’s Certificate pursuant to Section 7.2(a) evidencing that maximum Net Leverage Ratio exceeds 3.50 pursuant to 1.00, the Company shall pay to each holder of a Note the amount attributable to the Leverage Fee (the “Leverage Fee Paymentan Acquisition Holiday Election hereunder.”) which shall be the product of (i) the aggregate outstanding principal amount of Notes held by such holder (or its predecessor(s) in interest) as of the first day that the Leverage Fee begins to accrue with respect to the period covered by such Officer’s Certificate, (ii) 0.75% (to reflect the Leverage Fee) and (iii) 0.25 (to reflect that the Leverage Fee is payable quarterly). The Leverage Fee Payment, if any, shall be paid quarterly by wire transfer of immediately available funds to each holder of the Notes in accordance with the terms of this Agreement and all accrued and unpaid Leverage Fees on any principal amount of a Note being paid or prepaid shall be paid concurrently with such principal. The payment of a Leverage Fee shall not constitute a waiver of any Default or Event of Default. 1.6. Section 10 of the Note Purchase Agreement is hereby amended by inserting a new Section 10.12 thereto which shall read as follows:

Maximum Net Leverage Ratio. (a) The Company will not permit the ratio (the “Net Leverage Ratio”), determined as of the end of each of its fiscal quarters ending on and after September 30, 2023, of (i) Consolidated Debt minus Qualified Cash, in each case as of the last day of the applicable fiscal quarter (it being understood that such difference shall not be less than zero) to (ii) Consolidated EBITDA for the period of four (4) fiscal quarters then ended, all calculated for the Company and its Subsidiaries on a consolidated basis, to be greater than the following ratios set forth below for the applicable fiscal quarter: provided, that after the fiscal quarter ending June 30, 2024, the Company may, not more than two (2) times during the term of this Agreement, elect (an “Acquisition Holiday Election”) to increase the maximum Net Leverage Ratio permitted under this Section 10.2 to 4.00 to 1.00 for a period of four (4) consecutive fiscal quarters in connection with, and commencing with the first fiscal quarter ending after, an Acquisition (the “Acquisition Holiday Election Quarter”) if, the aggregate consideration paid or to be paid in respect of such Acquisition equals or exceeds $75,000,000 (it being understood that the Net Leverage Ratio shall return to less than or equal to 3.50 to 1.00 no later than the fifth fiscal quarter following the Acquisition Holiday Election Quarter) and the Company pays the additional fees required by Section 10.2(b). (b) If the Net Leverage Ratio exceeds 3.50 to 1.00 as of the end of any fiscal quarter, as evidenced by an Officer’s Certificate delivered pursuant to Section 7.2(a), the Company shall pay a fee on the aggregate outstanding principal amount of the Notes on a per annum basis equal to 0.75% (the “Leverage Fee”; the Leverage Fee and the Rating Fee are collectively referred to herein as the “Additional Fee”). Such Leverage Fee shall begin to accrue on the first day of the fiscal quarter following the fiscal quarter in respect of which such Officer’s Certificate was delivered, and shall, subject to the immediately succeeding sentence, continue to accrue until the Company has provided an Officer’s Certificate pursuant to Section 7.2(a) demonstrating that, as of the last day of the fiscal quarter in respect of which such Officer’s Certificate is delivered, the Net Leverage Ratio is not more than 3.50 to 1.00. In the event such Officer’s Certificate evidencing that the Net Leverage Ratio is not more than 3.50 to 1.00 is delivered, the Leverage Fee shall cease to accrue on the last day of the fiscal quarter in respect of which such Officer’s Certificate is delivered. Within 10 Business Days of the delivery of an Officer’s Certificate pursuant to Section 7.2(a) evidencing that Net Leverage Ratio exceeds 3.50 to 1.00, the Company shall pay to each holder of a Note the amount attributable to the Leverage Fee (the “Leverage Fee Payment”) which shall be the product of (i) the aggregate outstanding principal amount of Notes held by such holder (or its predecessor(s) in interest) as of the first day that the Leverage Fee begins to accrue with respect to the period covered by such Officer’s Certificate, (ii) 0.75% (to reflect the Leverage Fee) and (iii) 0.25 (to reflect that the Leverage Fee is payable quarterly). The Leverage Fee Payment, if any, shall be paid quarterly by wire transfer of immediately available funds to each holder of the Notes in accordance with the terms of this Agreement and all accrued and unpaid Leverage Fees on any principal amount of a Note being paid or prepaid shall be paid concurrently with such principal. The payment of a Leverage Fee shall not constitute a waiver of any Default or Event of Default. 1.61.4. Section 10 10.11(b) of the Note Purchase Agreement is hereby amended by deleting the reference to “Incorporated Covenant” contained therein and inserting a new Section 10.12 thereto which “Incorporated Provision” in place thereof. 1.5. Schedule A to the Note Purchase Agreement shall read be and hereby is amended by amending and restating or adding in the correct alphabetical order, as followsapplicable, the following definitions:

Maximum Net Leverage Ratio. (a) The Company will shall not permit the ratio (the “Net Leverage Ratio”), determined Ratio calculated as of the end of each of its fiscal quarters ending on and after September 30, 2023, of (i) Consolidated Debt minus Qualified Cash, in each case as quarter of the last day of the applicable fiscal quarter (it being understood that such difference shall not be less than zero) to (ii) Consolidated EBITDA Company for the period of four (4) fiscal quarters then ended, all calculated for the Company and its Subsidiaries on a consolidated basis, equal to be greater than the following ratios set forth below for the applicable fiscal quarter: provided, that after the fiscal quarter ending June 30, 2024, the Company may, not more than two (2) times during the term of this Agreement, elect (an “Acquisition Holiday Election”) to increase the maximum Net Leverage Ratio permitted under this Section 10.2 to 4.00 to 1.00 for a period of four (4) consecutive fiscal quarters in connection withthen ended, and commencing with to be greater than (a) for the first fiscal quarter ending afterDecember 31, an Acquisition (the “Acquisition Holiday Election Quarter”) if2022, the aggregate consideration paid or to be paid in respect of such Acquisition equals or exceeds $75,000,000 (it being understood that the Net Leverage Ratio shall return to less than or equal to 3.50 to 1.00 no later than the fifth fiscal quarter following the Acquisition Holiday Election Quarter) and the Company pays the additional fees required by Section 10.2(b). 1.0, (b) If the Net Leverage Ratio exceeds 3.50 to 1.00 as of from January 1, 2023 through and including the end of any fiscal quarter, as evidenced by an Officer’s Certificate delivered pursuant to Section 7.2(a), the Company shall pay a fee on the aggregate outstanding principal amount of the Notes on a per annum basis equal to 0.75% (the “Leverage Fee”; the Leverage Fee and the Rating Fee are collectively referred to herein as the “Additional Fee”). Such Leverage Fee shall begin to accrue on the first day of the fiscal quarter following ending immediately prior to the Step-Down Date, 3.75 to 1.00 (such period, the “Leverage Step-Up Period”), or (c) for the fiscal quarter ending on the Step-Down Date and for each fiscal quarter ending thereafter, 3.50 to 1.00; provided that during any Acquisition Period, as applicable, the ratio set forth in respect of which such Officer’s Certificate was delivered, and shall, subject the foregoing clauses (a) through (c) may be increased to 4.00 to 1.00 (stepping down to the immediately succeeding sentenceapplicable ratio set forth in the foregoing clauses (a) through (c), continue to accrue until the Company has provided an Officer’s Certificate pursuant to Section 7.2(a) demonstrating thatas applicable, as of the last day of the first fiscal quarter ending after the Acquisition Period). If, during the period specified in respect of which such Officer’s Certificate is deliveredclause (a) above, the Company’s Net Leverage Ratio is not more than as of the end of any fiscal quarter ending during such period shall exceed 3.50 to 1.00. In 1.0, then the event such Officer’s Certificate evidencing that interest rate applicable to the Net Leverage Ratio is not more than 3.50 to 1.00 is delivered, Notes shall increase by 0.25% (25 basis points) during the Leverage Fee shall cease to accrue on period from (and retroactive to) the last first day of the such fiscal quarter in respect until the end of which such Officer’s Certificate is delivered. Within 10 Business Days of the delivery of an Officer’s Certificate pursuant to Section 7.2(a) evidencing that Net Leverage Ratio exceeds 3.50 to 1.00fiscal quarter (such increase, the Company shall pay to each holder of a Note the amount attributable to the Leverage Fee (the “Leverage Fee PaymentInterest Rate Step-Up”) which shall be the product of (i) the aggregate outstanding principal amount of Notes held by such holder (or its predecessor(s) in interest) as of the first day that the Leverage Fee begins to accrue with respect to the period covered by such Officer’s Certificate, (ii) 0.75% (to reflect the Leverage Fee) and (iii) 0.25 (to reflect that the Leverage Fee is payable quarterly). The Leverage Fee Payment, if any, Interest Rate Step-Up shall be paid quarterly by wire transfer of immediately available funds apply with respect to each holder any subsequent fiscal quarter ending during the period specified in clause (a) above to the extent the Company’s Net Leverage Ratio as of the end of any such fiscal quarter shall exceed 3.50 to 1.0. If, during the continuance of any Acquisition Period, the Company’s Net Leverage Ratio as of the end of any fiscal quarter ending during such Acquisition Period shall exceed 4.00 to 1.0, then the interest rate applicable to the Notes in accordance with shall increase by 0.125% (12.5 basis points) during the terms period from (and retroactive to) the first day of this Agreement and all accrued and unpaid Leverage Fees on any principal amount such fiscal quarter until the end of a Note being paid or prepaid shall be paid concurrently with such principalfiscal quarter (such increase, the “Acquisition Spike”). The payment Acquisition Spike shall apply with respect to any subsequent fiscal quarter ending during the Acquisition Period to the extent the Company’s Net Leverage Ratio as of a Leverage Fee shall not constitute a waiver the end of any Default or Event of Defaultsuch fiscal quarter shall exceed 3.50 to 1.0.” 1.6. (xv) Section 10 of the Note Purchase Agreement is hereby amended by inserting a new Section 10.12 thereto which shall read as follows:11.17 (

Maximum Net Leverage Ratio. (a) The Company will shall not permit the ratio (the “Net Leverage Ratio”), determined Ratio calculated as of the end of each of its fiscal quarters ending on and after September 30, 2023, of (i) Consolidated Debt minus Qualified Cash, in each case as quarter of the last day of the applicable fiscal quarter (it being understood that such difference shall not be less than zero) to (ii) Consolidated EBITDA Company for the period of four (4) fiscal quarters then ended, all calculated for the Company and its Subsidiaries on a consolidated basis, equal to be greater than the following ratios set forth below for the applicable fiscal quarter: provided, that after the fiscal quarter ending June 30, 2024, the Company may, not more than two (2) times during the term of this Agreement, elect (an “Acquisition Holiday Election”) to increase the maximum Net Leverage Ratio permitted under this Section 10.2 to 4.00 to 1.00 for a period of four (4) consecutive fiscal quarters in connection withthen ended, and commencing with to be greater than (a) for the first fiscal quarter ending afterDecember 31, an Acquisition (the “Acquisition Holiday Election Quarter”) if2022, the aggregate consideration paid or to be paid in respect of such Acquisition equals or exceeds $75,000,000 (it being understood that the Net Leverage Ratio shall return to less than or equal to 3.50 to 1.00 no later than the fifth fiscal quarter following the Acquisition Holiday Election Quarter) and the Company pays the additional fees required by Section 10.2(b). 1.0, (b) If the Net Leverage Ratio exceeds 3.50 to 1.00 as of from January 1, 2023 through and including the end of any fiscal quarter, as evidenced by an Officer’s Certificate delivered pursuant to Section 7.2(a), the Company shall pay a fee on the aggregate outstanding principal amount of the Notes on a per annum basis equal to 0.75% (the “Leverage Fee”; the Leverage Fee and the Rating Fee are collectively referred to herein as the “Additional Fee”). Such Leverage Fee shall begin to accrue on the first day of the fiscal quarter following ending immediately prior to the Step-Down Date, 3.75 to 1.00 (such period, the “Leverage Step-Up Period”), or (c) for the fiscal quarter ending on the Step-Down Date and for each fiscal quarter ending thereafter, 3.50 to 1.00; provided that during any Acquisition Period, as applicable, the ratio set forth in respect of which such Officer’s Certificate was delivered, and shall, subject the foregoing clauses (a) through (c) may be increased to 4.00 to 1.00 (stepping down to the immediately succeeding sentenceapplicable ratio set forth in the foregoing clauses (a) through (c), continue to accrue until the Company has provided an Officer’s Certificate pursuant to Section 7.2(a) demonstrating thatas applicable, as of the last day of the first fiscal quarter ending after the Acquisition Period). If, during the period specified in respect of which such Officer’s Certificate is deliveredclause (a) above, the Company’s Net Leverage Ratio is not more than as of the end of any fiscal quarter ending during such period shall exceed 3.50 to 1.00. In 1.0, then the event such Officer’s Certificate evidencing that interest rate applicable to the Net Leverage Ratio is not more than 3.50 to 1.00 is delivered, Notes shall increase by 0.25% (25 basis points) during the Leverage Fee shall cease to accrue on period from (and retroactive to) the last first day of the such fiscal quarter in respect until the end of which such Officer’s Certificate is delivered. Within 10 Business Days of the delivery of an Officer’s Certificate pursuant to Section 7.2(a) evidencing that Net Leverage Ratio exceeds 3.50 to 1.00fiscal quarter (such increase, the Company shall pay to each holder of a Note the amount attributable to the Leverage Fee (the “Leverage Fee PaymentInterest Rate Step-Up”) which shall be the product of (i) the aggregate outstanding principal amount of Notes held by such holder (or its predecessor(s) in interest) as of the first day that the Leverage Fee begins to accrue with respect to the period covered by such Officer’s Certificate, (ii) 0.75% (to reflect the Leverage Fee) and (iii) 0.25 (to reflect that the Leverage Fee is payable quarterly). The Leverage Fee Payment, if any, Interest Rate Step-Up shall be paid quarterly by wire transfer of immediately available funds apply with respect to each holder any subsequent fiscal quarter ending during the period specified in clause (a) above to the extent the Company’s Net Leverage Ratio as of the end of any such fiscal quarter shall exceed 3.50 to 1.0. If, during the continuance of any Acquisition Period, the Company’s Net Leverage Ratio as of the end of any fiscal quarter ending during such Acquisition Period shall exceed 4.00 to 1.0, then the interest rate applicable to the Notes in accordance with shall increase by 0.125% (12.5 basis points) during the terms period from (and retroactive to) the first day of this Agreement and all accrued and unpaid Leverage Fees on any principal amount such fiscal quarter until the end of a Note being paid or prepaid shall be paid concurrently with such principalfiscal quarter (such increase, the “Acquisition Spike”). The payment Acquisition Spike shall apply with respect to any subsequent fiscal quarter ending during the Acquisition Period to the extent the Company’s Net Leverage Ratio as of a Leverage Fee shall not constitute a waiver the end of any Default or Event of Defaultsuch fiscal quarter shall exceed 3.50 to 1.0.” 1.6. (xvii) Section 10 of the Note Purchase Agreement is hereby amended by inserting a new Section 10.12 thereto which shall read as follows:11.17 (