“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of, # Consolidated Funded Indebtedness as of such date to # Consolidated Capitalization of the Company and its Subsidiaries as of that date.

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of,of # Consolidated Funded Indebtedness as of such date to # Consolidated CapitalizationEBITDA of the CompanyBorrower and its Subsidiaries as of that date.on a consolidated basis for the most recently completed Measurement Period.

““Consolidated Net Leverage Ratio”Ratio” means, as of any date of determination, the ratio of, #of (a) (i) Consolidated Funded Indebtedness as of such date minus # all Unrestricted Cash and Cash Equivalents as of such date, to # Consolidated Capitalization ofEBITDA for the Company and its Subsidiaries as of that date.most recently completed Measurement Period.

“Consolidated Leverage Ratio” means, as of any date of determination, with respect to the Credit Parties and their Subsidiaries on a consolidated basis for the twelve month period ending on the last day of any fiscal quarter, the ratio of,of # the total of # Consolidated Funded Indebtedness of the Credit Parties and their Subsidiaries on a consolidated basis as of such date (not including any Consolidated Funded Indebtedness of Graybar Financial Services, Inc. as of such date) minus # Unrestricted Cash and Cash Equivalents of the Parent Borrower or any Subsidiary in excess of $50,000,000 in the aggregate on the consolidated balance sheet of the Parent Borrower and its Subsidiaries as of such date to # Consolidated Capitalization of the Company and its Subsidiaries as of that date.EBITDA for such period.

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of,of # the difference of # Consolidated Funded Indebtedness as of such date tominus # Consolidated Capitalization ofall cash and Cash Equivalents held by the CompanyBorrowers and itstheir Restricted Subsidiaries as of such date (other than any restricted cash or restricted Cash Equivalents that date.are not restricted in favor of the Secured Parties) on a consolidated basis 885707.04-LACSR02A - MSW

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of,of # Consolidated Funded IndebtednessTotal Debt as of such datedate, to # Consolidated Capitalization of the Company and its SubsidiariesTotal Assets as of thatsuch date.

“13“Consolidated Total Leverage Ratio” means, as of any date of determination, the ratio of,of # Consolidated Funded Indebtedness as of such date to # Consolidated Capitalization ofEBITDA for the Company and its Subsidiaries as of that date.most recently completed Measurement Period.

“Consolidated Senior Leverage Ratio” means, as of any date of determination, the ratio of,of # Consolidated Senior Funded Indebtedness as of such date to # Consolidated Capitalization ofEBITDA for the Company and its Subsidiaries as of that date.most recently completed Measurement Period.

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of, #of (a)(i) Consolidated Funded Indebtedness as of such date, less # the amount (not to exceed $350,000,000 in the aggregate) of Consolidated Funded Indebtedness constituting Indebtedness under Permitted Securitization Transactions, and less the amount of Consolidated Funded Indebtedness constituting the non-recourse portion of any Permitted Factoring Transactions less # with respect to calculating the Consolidated Leverage Ratio for determining the Applicable Rate for Term A-2 Loans and Revolving Credit Loans and for purposes of [Section 7.11(b)] only, the aggregate amount (up to $75.0 million) of unrestricted cash and Cash Equivalents denominated in Dollars or other lawful currencies (provided that such other currencies are readily convertible to, and deliverable in, Dollars and as to which a Dollar Equivalent may be readily calculated) held by the Company and its Subsidiaries (other than the Bank Regulated Subsidiaries) as of such date to # Consolidated Capitalization ofEBITDA for the Company and its Subsidiaries as of that date.Test Period most recently ended.

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of,of # all Consolidated Funded Indebtedness as of such date to # Consolidated CapitalizationEBITDA of the CompanyBorrower and its Subsidiaries ason a consolidated basis for the most recently completed Measurement Period. Administrative Agent will reduce Consolidated Funded Indebtedness by Borrower’s and its Subsidiaries’ unrestricted domestic cash and/or unrestricted foreign cash in excess of that date.$10,000,000 up to $60,000,000.