Consolidated Funded Debt Ratio. Permit the Consolidated Funded Debt Ratio as of the last day of any Measurement Period of the Borrowers to be greater than 3.25 to 1.00; provided, however, that if any Material Acquisition has been consummated during such period, then the maximum Consolidated Funded Debt Ratio # may, at the election of the Borrowers, be increased to 3.50 to 1.00 for the period beginning on the closing date of the last such Permitted Acquisition and ending on the last day of the fourth fiscal quarter following such closing date (with the fiscal quarter in which such closing date occurs counting as the first of such four fiscal quarters), and # shall be decreased to 3.25 to 1.00 for all periods thereafter. The Borrowers may exercise the option set forth in the proviso above from time to time.

Consolidated Funded Debt to Consolidated Cash Flow Borrower shall have as of the end of each Fiscal Quarter, a ratio of Consolidated Funded Debt divided by Consolidated Cash Flow, as measured on the previous consecutive four Fiscal Quarters, of no greater than 3.50 to 1.00.

Ratio of Consolidated Funded Debt to Consolidated EBITDA. Permit the ratio of Consolidated Funded Debt to Consolidated EBITDA as of the end of any Measurement Period ending as of the end of any fiscal quarter of the Borrower to be greater than 2.50 to 1.00.