Consolidated Total Debt/Consolidated EBITDA Ratio. Ratio of Consolidated Total Debt to Consolidated EBITDA not greater than 3.00 to 1.00 as of each Fiscal Quarter end, determined on a rolling 4-quarter basis, provided, that, during the Modification Period, the ratio of Consolidated Total Debt to Consolidated EBITDA shall be determined on the following basis:

Total Debt to Total Capitalization. The Borrower will not permit Total Debt at any time to exceed 35% of Total Capitalization.

Consolidated Total Leverage Ratio. As of the last day of any Fiscal Quarter, permit the Consolidated Total Leverage Ratio to be greater than 3.50:1.004.75:1.00; provided that for the four Fiscal Quarters ending after the date of a Material Acquisition, such maximum Consolidated Total Leverage Ratio shall be deemed to be 3.75:1.005.00:1.00, and thereafter 3.50:1.004.75:1.00.

Total Debt to MRR. Maintain Total Debt to MRR calculated on a consolidated basis for the Loan Parties of not more than:

“Consolidated Funded Debt to Total Capitalization Ratio” means the ratio of Consolidated Funded Debt to Consolidated Total Capitalization.

“Consolidated Secured Total Debt”: at any date Consolidated Total Debt secured by a Lien.

Consolidated Total Net Leverage Ratio. Permit the Consolidated Total Net Leverage Ratio as of the end of any Measurement Period ending as of the end of any fiscal quarter of the Borrower set forth below to be greater than the ratio set forth below opposite such period:

Maximum Consolidated Total Leverage Ratio. The Borrower will not permit the Consolidated Total Leverage Ratio of Holdings at any time to exceed 0.60 to 1.00 (with compliance certified as of the last day of each fiscal quarter for the Measurement Period then ended in a Compliance Certificate delivered pursuant to Section 6.1).

(Total Indebtedness (at a fixed rate) of Consolidated Group)

“Consolidated First Lien Debt” means, as to any Person at any date of determination, the aggregate principal amount of Consolidated Total Debt outstanding on such date that is secured by the Term Priority Collateral and/or the ABL Priority Collateral on a first priority basis. Consolidated Total Debt outstanding under this Agreement and the ABL Credit Agreement shall constitute Consolidated First Lien Debt.