Common use of Default as to Other Indebtedness Clause in Contracts

Default as to Other Indebtedness. The Borrower or any of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any Indebtedness (other than Indebtedness hereunder, but including, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, which individually or together with other such Indebtedness as to which any such failure exists has an aggregate outstanding principal amount in excess of $5,000,000; or any breach, default or event of default (including any amortization event or event of like import in connection with any Off-Balance Sheet Liability) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amount, beyond any period of grace, if any, provided with respect thereto, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrower offer to purchase such Indebtedness or other required repurchase or early amortization of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemption, early amortization or repurchase of such Indebtedness; or any such Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized or otherwise repurchased by the Borrower or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. The Borrower or any of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any Indebtedness (other than Indebtedness hereunder, but including, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, which individually or together with other such Indebtedness as to which any such failure exists has an aggregate the outstanding principal amount of which Indebtedness is in excess of $5,000,000; 2,500,000 ("Cross Default Indebtedness"), or any breach, default or event of default (including any amortization event or event of like import in connection with any Off-Balance Sheet Liability) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amount, beyond any period of grace, if any, provided with respect theretoCross Default Indebtedness, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrower offer to purchase such Cross Default Indebtedness or other required repurchase or early amortization of such Cross Default Indebtedness, or permit the holder(s) of such Cross Default Indebtedness to accelerate the maturity of any such Cross Default Indebtedness or require a redemption, early amortization redemption or other repurchase of such Cross Default Indebtedness; or any such Cross Default Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized redeemed or otherwise repurchased by the Borrower or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. The Borrower or any of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) ), beyond any period of grace provided, with respect to any Indebtedness (other than Indebtedness hereunder, but including, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, ) which individually or together with other such Indebtedness as to which any such failure exists has an aggregate outstanding principal amount in excess of $5,000,000(other than hereunder) constitutes Material Indebtedness; or any breach, default or event of default (including any amortization event “Amortization Event” or event of like import in connection with any Off-Balance Sheet Liabilitythe Receivables Purchase Facility) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Material Indebtedness having such aggregate outstanding principal amount, beyond any period of grace, if any, provided with respect thereto, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrower or any of its Subsidiaries offer to purchase such Material Indebtedness or other required repurchase or early amortization of such Material Indebtedness, or permit the holder(s) of such Material Indebtedness to accelerate the maturity of any such Material Indebtedness or require a redemption, early amortization redemption or other repurchase of such Material Indebtedness; or any such Material Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized redeemed or otherwise repurchased by the Borrower or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. The Borrower or any of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any Indebtedness (other than Indebtedness hereunder, but including, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, which individually or together with other such Indebtedness as to which any such failure exists has an aggregate outstanding principal amount in excess of $5,000,0002,000,000; or any breach, default or event of default (including any default, amortization event or event of like import in connection with any Off-Balance Sheet Liability) default shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amount, beyond any period of grace, if any, provided with respect thereto, if (i) the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrower or such Subsidiary offer to purchase such Indebtedness or other required repurchase or early amortization of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemptionredemption or other repurchase of such Indebtedness or (ii) if such breach, default, amortization event or event of default shall occur with respect to any Receivables Facility Attributed Indebtedness, the effect thereof is to cause the early amortization of such Indebtedness or the replacement of the Person then acting as servicer for such Indebtedness, or to permit the investors thereunder to request such early amortization or repurchase of to replace such IndebtednessPerson; or any such Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized redeemed or otherwise repurchased by the Borrower or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. The Borrower Either of the Borrowers or any of its their Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any Indebtedness (other than Indebtedness hereunder, but including, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, which individually or together with other such Indebtedness as to which any such failure exists has an aggregate the outstanding principal amount of which Indebtedness is in excess of $5,000,000; 1,000,000 ("CROSS DEFAULT INDEBTEDNESS"), or any breach, default or event of default (including any amortization event or event of like import in connection with any Off-Balance Sheet Liability) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amount, beyond any period of grace, if any, provided with respect theretoCross Default Indebtedness, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrower Borrowers offer to purchase such Cross Default Indebtedness or other required repurchase or early amortization of such Cross Default Indebtedness, or permit the holder(s) of such Cross Default Indebtedness to accelerate the maturity of any such Cross Default Indebtedness or require a redemption, early amortization redemption or other repurchase of such Cross Default Indebtedness; or any such Cross Default Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized redeemed or otherwise repurchased by the Borrower Borrowers or any of its their respective Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. The Borrower or any of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) ), beyond any period of grace provided, with respect to any Indebtedness (other than Indebtedness hereunder, but including, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, ) which individually or together with other such Indebtedness as to which any such failure exists has an aggregate outstanding principal amount in excess of $5,000,000(other than hereunder) constitutes Material Indebtedness; or any breach, default or event of default (including any amortization event “Amortization Event” or event of like import in connection with any Off-Balance Sheet Liabilitythe Receivables Purchase Facility) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Material Indebtedness having such aggregate outstanding principal amount, beyond any period of grace, if any, provided with respect thereto, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrower or any of its Subsidiaries offer to purchase such Material Indebtedness or other required repurchase or early amortization of such Material Indebtedness, or permit the holder(s) of such Material Indebtedness to accelerate the maturity of any such Material Indebtedness or require a redemption, early amortization redemption or other repurchase of such Material Indebtedness; or any such Material Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized redeemed or otherwise repurchased by the Borrower or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. The Borrower or any of its Subsidiaries Any Loan Party shall fail to make any payment when due due, after giving effect to any applicable grace periods, (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any Indebtedness (other than Indebtedness hereunderconstituting the deferred portion of the purchase price of an asset which is subject to a good faith dispute, but includingwhich, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, which individually or together with all such other outstanding disputed Indebtedness, is not in excess of $500,000.00 and which is being contested by any Loan Party, and provided that the Loan Party has set aside adequate reserves covering such Indebtedness as to which any such failure exists has an disputed Indebtedness) the aggregate outstanding principal amount of which Indebtedness is in excess of $5,000,000500,000.00; or any breach, default or event of default (including any amortization event or event of like import in connection with any Off-Balance Sheet Liability) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amount, beyond any period of grace, if any, provided with respect theretoIndebtedness, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrower Loan Party offer to purchase such Indebtedness or other required repurchase or early amortization of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemption, early amortization redemption or other repurchase of such Indebtedness; or any such Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized redeemed or otherwise repurchased by the Borrower or any of its Subsidiaries Loan Party (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. The Borrower or any of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any Indebtedness (other than Indebtedness hereunderconstituting the deferred portion of the purchase price of an asset which is subject to a good faith dispute, but includingwhich, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, which individually or together with all such other such Indebtedness as to which any such failure exists has an aggregate outstanding principal amount disputed Indebtedness, is not in excess of $5,000,0005,000,000.00 and which is being contested by the Borrower, and provided that the Borrower has set aside adequate reserves covering such disputed Indebtedness) the outstanding principal amount of which Indebtedness is in excess of $1,000,000.00; or any breach, default or event of default (including any amortization event or event of like import in connection with any Off-Balance Sheet Liability) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amount, beyond any period of grace, if any, provided with respect theretoIndebtedness, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrower offer to purchase such Indebtedness or other required repurchase or early amortization of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemption, early amortization redemption or other repurchase of such Indebtedness; or any such Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized redeemed or otherwise repurchased by the Borrower or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. The Borrower or any of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any Indebtedness (other than the Obligations and the Indebtedness hereunder, but including, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, which individually or together with other such Indebtedness as to which any such failure exists has an under the Receivables Purchase Documents) the aggregate outstanding principal amount of which Indebtedness is in excess of $5,000,000; or any breach, default or event of default (including any amortization event or event of like import in connection with any Off-Balance Sheet Liability) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amount, beyond any period of grace, if any, provided with respect theretoIndebtedness, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrower offer to purchase such Indebtedness or other required repurchase or early amortization of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemption, early amortization redemption or other repurchase of such Indebtedness; or any such Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized redeemed or otherwise repurchased by the Borrower or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. The Borrower Company or any of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to (i) any Indebtedness (other than Indebtedness hereunder, but including, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, which individually or together with other such Indebtedness as to which any such failure or other Default under this clause (E) exists has an aggregate outstanding principal amount equal to or in excess of Five Million and 00/100 Dollars ($5,000,000) or (ii) Indebtedness under the 4-Year Credit Agreement, beyond any period of grace provided with respect thereto (such Indebtedness under clauses (i) and (ii) being "Material Indebtedness"); or any breach, default or event of default (including any termination event, amortization event, liquidation event or event of like import in connection with arising under any agreement or instrument giving rise to any Off-Balance Sheet LiabilityLiabilities) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amountMaterial Indebtedness, beyond any period of grace, if any, provided with respect thereto, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrower Company offer to purchase such Indebtedness or other required repurchase or early amortization of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemption, early amortization or repurchase of such Indebtedness; or any such Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized or otherwise repurchased by the Borrower Company or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. The Borrower or any of its Subsidiaries Any Loan Party shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any Indebtedness (other than (i) an Obligation, (ii) the Seller Note or (iii) any Put/Call Promissory Notes or the Put/Call Preferred Stock but only so long as such Put/Call Promissory Notes or Put/Call Preferred Stock (or any payments thereunder or failure to make payments thereunder) do not give rise to a default or event of default under or in connection with any other Indebtedness) if the aggregate amount of such other Indebtedness hereunder, but including, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, which individually is One Million Dollars ($1,000,000) or together with other such Indebtedness as to which any such failure exists has an aggregate outstanding principal amount in excess of $5,000,000more; or any breach, default or event of default (including any amortization event or event of like import in connection with any Off-Balance Sheet Liability) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amount, beyond any period of grace, if any, provided with respect theretoIndebtedness, if the effect thereof (with or without the giving of notice or lapse of time or both) is to cause an acceleration, mandatory redemption, a requirement that the Borrower offer to purchase such Indebtedness redemption or other required repurchase or early amortization of such Indebtedness, Indebtedness or permit the holder(s) holder or holders of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemption, early amortization redemption or other repurchase of such Indebtedness; or any such Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized redeemed or otherwise repurchased by the Borrower or any of its Subsidiaries Loan Party (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof; or the holder or holders of any Lien, in any amount, shall commence foreclosure of such Lien upon property of any Loan Party having an aggregate value in excess of One Million Dollars ($1,000,000).

Default as to Other Indebtedness. The Borrower Company or any of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any Indebtedness (other than Indebtedness hereunder, but including, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, which individually or together with other such Indebtedness as to which any such failure or other Default under this clause (e) exists has an aggregate outstanding principal amount equal to or in excess of Fifty Million and 00/100 Dollars ($5,000,00050,000,000) (such Indebtedness being “Material Indebtedness”); or any breach, default or event of default (including any termination event, amortization event, liquidation event or event of like import in connection with arising under any Off-Balance agreement or instrument giving rise to any Off‑Balance Sheet LiabilityLiabilities) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amountMaterial Indebtedness, beyond any period of grace, if any, provided with respect thereto, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrower Company offer to redeem or purchase such Indebtedness or other required repurchase or early amortization of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemption, purchase, early amortization or repurchase of such Indebtedness; or any such Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized or otherwise repurchased by the Borrower Company or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. The Borrower or any of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any Indebtedness (other than Indebtedness hereunderconstituting the deferred portion of the purchase price of an asset which is subject to a good faith dispute, but includingwhich, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, which individually or together with all such other such Indebtedness as to which any such failure exists has an aggregate outstanding principal amount disputed Indebtedness, is not in excess of $5,000,000500,000.00 and which is being contested by the Borrower, and provided that the Borrower has set aside adequate reserves covering such disputed Indebtedness) the outstanding principal amount of which Indebtedness is in excess of $100,000.00; or any breach, default or event of default (including any amortization event or event of like import in connection with any Off-Balance Sheet Liability) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amount, beyond any period of grace, if any, provided with respect theretoIndebtedness, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrower offer to purchase such Indebtedness or other required repurchase or early amortization of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemption, early amortization redemption or other repurchase of such Indebtedness; or any such Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized redeemed or otherwise repurchased by the Borrower or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. The Borrower Company or any of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to (i) any Indebtedness (other than Indebtedness hereunder, but including, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, which individually or together with other such Indebtedness as to which any such failure or other Default under this clause (E) exists has an aggregate outstanding principal amount equal to or in excess of Ten Million and 00/100 Dollars ($5,000,00010,000,000) or (ii) Indebtedness under the Three-Year Credit Agreement, beyond any period of grace provided with respect thereto (such Indebtedness under clauses (i) and (ii) being "Material Indebtedness"); or any breach, default or event of default (including any termination event, amortization event, liquidation event or event of like import in connection with arising under any agreement or instrument giving rise to any Off-Balance Sheet LiabilityLiabilities) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amountMaterial Indebtedness, beyond any period of grace, if any, provided with respect thereto, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrower Company offer to purchase such Indebtedness or other required repurchase or early amortization of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemption, early amortization or repurchase of such Indebtedness; or any such Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized or otherwise repurchased by the Borrower Company or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. (i) The Borrower Company or any of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any Material Indebtedness (other than Indebtedness hereunder, but including, without limitation, Disqualified Stock)) or any Hedging Agreement with an aggregate Net Xxxx-to-Market Exposure in excess of $25,000,000, beyond any period of grace provided with respect thereto, which individually or together with other such Indebtedness as to which any thereto and such failure exists has an aggregate outstanding principal amount in excess of $5,000,000shall continue to exist; or (ii) any breach, default or event of default (including any amortization event or event of like import in connection with any Off-Balance Sheet Liability) shall occuroccur and be continuing, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Material Indebtedness having such aggregate outstanding principal amountor Hedging Agreement, beyond any period of grace, if any, provided with respect thereto, if the effect thereof is to (a) cause an acceleration, mandatory redemption, a requirement that the Borrower Company offer to purchase such Material Indebtedness or the Hedging Obligations with respect to such Hedging Agreement or other required repurchase or early amortization of such Indebtedness, Indebtedness or Hedging Obligations or (b) permit the holder(s) of such Material Indebtedness or Hedging Obligations to accelerate the maturity of any such Material Indebtedness or Hedging Obligations or require a redemption, early amortization redemption or other repurchase of such IndebtednessMaterial Indebtedness or Hedging Obligations; or (iii) any such Material Indebtedness having such aggregate outstanding principal amount or Hedging Obligations shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized redeemed or otherwise repurchased by the Borrower Company or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof; provided that this paragraph (E) shall not apply to secured Material Indebtedness that becomes due as a result of the voluntary sale or transfer of property securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness.

Default as to Other Indebtedness. The Borrower Company or any of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any Indebtedness (other than Indebtedness hereunder, but including, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, which individually or together with other such Indebtedness as to which any such failure or other Events of Default under this subsection (e) exists has an aggregate outstanding principal amount equal to or in excess of $5,000,000the Threshold Amount (such Indebtedness being “Material Indebtedness”); or any breach, default or event of default (including 67484784_12 any termination event, amortization event, liquidation event or event of like import in connection with arising under any agreement or instrument giving rise to any Off-Balance Sheet LiabilityLiabilities) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amountMaterial Indebtedness, beyond any period of grace, if any, provided with respect thereto, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrower Company offer to redeem or purchase such Indebtedness or other required repurchase or early amortization of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemption, purchase, early amortization or repurchase of such Indebtedness; or any such Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized or otherwise repurchased by the Borrower Company or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. The Borrower or any of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any Indebtedness (other than (i) Indebtedness hereunderhereunder and (ii) the intercompany Indebtedness owed to Rugby USA by Rugby Building Products, Inc. in the aggregate principal amount of up to $123,622,000, so long as any default in respect thereof shall have been waived or cured on or before the thirtieth (30th) day after the Closing Date, but including, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, which individually or together with other such Indebtedness as to which any such failure exists has an aggregate outstanding principal amount in excess of equal to or greater than $5,000,000; or any breach, default or event of default (including any amortization event or event of like import in connection with any Off-Balance Sheet Liability) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amount, beyond any period of grace, if any, provided with respect thereto, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrower offer to purchase such Indebtedness or other required repurchase or early amortization of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemption, early amortization redemption or other repurchase of such Indebtedness; or any such Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized redeemed or otherwise repurchased by the Borrower or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. The Borrower or any of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any Indebtedness (other than Indebtedness hereunderconstituting the deferred portion of the purchase price of an asset which is subject to a good faith dispute, but includingwhich, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, which individually or together with all such other such Indebtedness as to which any such failure exists has an aggregate outstanding principal amount disputed Indebtedness, is not in excess of $5,000,000500,000 and which is being contested by the Borrower, and provided that the Borrower has set aside adequate reserves covering such disputed Indebtedness) the outstanding principal amount of which Indebtedness is in excess of $100,000; or any breach, default or event of default (including any amortization event or event of like import in connection with any Off-Balance Sheet Liability) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amount, beyond any period of grace, if any, provided with respect theretoIndebtedness, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrower offer to purchase such Indebtedness or other required repurchase or early amortization of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemption, early amortization redemption or other repurchase of such Indebtedness; or any such Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized redeemed or otherwise repurchased by the Borrower or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. The Borrower or any of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, 61 Credit Agreement acceleration, demand or otherwise) with respect to any Indebtedness (other than Indebtedness hereunderconstituting the deferred portion of the purchase price of an asset which is subject to a good faith dispute, but includingwhich, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, which individually or together with all such other such Indebtedness as to which any such failure exists has an aggregate outstanding principal amount disputed Indebtedness, is not in excess of $5,000,0005,000,000.00 and which is being contested by the Borrower, and provided that the Borrower has set aside adequate reserves covering such disputed Indebtedness) the outstanding principal amount of which Indebtedness is in excess of $1,000,000.00; or any breach, default or event of default (including any amortization event or event of like import in connection with any Off-Balance Sheet Liability) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amount, beyond any period of grace, if any, provided with respect theretoIndebtedness, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrower offer to purchase such Indebtedness or other required repurchase or early amortization of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemption, early amortization redemption or other repurchase of such Indebtedness; or any such Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized redeemed or otherwise repurchased by the Borrower or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. The Borrower Company or any of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any Indebtedness (other than Indebtedness hereunder, but including, without limitation, Disqualified StockStock issued to Persons other than the Company or any wholly-owned Subsidiary), beyond any period of grace provided with respect thereto, which individually or together with other such Indebtedness as to which any such failure exists has an aggregate outstanding principal amount in excess of $5,000,00060,000,000; or any breach, default or event of default (including any amortization event or event of like import in connection with any Off-Balance Sheet Liability) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amount, beyond any period of grace, if any, provided with respect thereto, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrower Company offer to purchase such Indebtedness or other required repurchase or early amortization of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness Indebtedness, or require a redemption, early amortization redemption or other repurchase of such Indebtedness; Indebtedness or any such Indebtedness having such aggregate outstanding principal amount shall be otherwise otherwise Exhibit 10.1 declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized redeemed or otherwise repurchased by the Borrower Company or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. The Borrowers, any Borrower or any of its their Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any Indebtedness (other than Indebtedness hereunder, but including, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, which individually or together with other such Indebtedness as to which any such failure exists has an aggregate the outstanding principal amount of which Indebtedness is in excess of $5,000,000; 15,000,000 in the aggregate (“Cross Default Indebtedness”), or any breach, default or event of default (including any amortization event or event of like import in connection with any Off-Balance Sheet Liability) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amount, beyond any period of grace, if any, provided with respect theretoCross Default Indebtedness, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrowers or any Borrower offer to purchase such Cross Default Indebtedness or other required repurchase or early amortization of such Cross Default Indebtedness, or permit the holder(s) of such Cross Default Indebtedness to accelerate the maturity of any such Cross Default Indebtedness or require a redemption, early amortization redemption or other repurchase of such Cross Default Indebtedness; or any such Cross Default Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized redeemed or otherwise repurchased by the Borrowers, any Borrowers, any Borrower or any of its their Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. The Borrower Company or any of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, 81 92 acceleration, demand or otherwise) with respect to any Indebtedness (other than Indebtedness hereunder, but including, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, which individually or together with other such Indebtedness as to which any such failure or other Default under this clause (E) exists has an aggregate outstanding principal amount equal to or in excess of Five Million and 00/100 Dollars ($5,000,000) ("MATERIAL INDEBTEDNESS"); or any breach, default or event of default (including any termination event, amortization event, liquidation event or event of like import in connection with arising under any agreement or instrument giving rise to any Off-Balance Sheet LiabilityLiabilities) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amountMaterial Indebtedness, beyond any period of grace, if any, provided with respect thereto, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrower Company offer to purchase such Indebtedness or other required repurchase or early amortization of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemption, early amortization or repurchase of such Indebtedness; or any such Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized or otherwise repurchased by the Borrower Company or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. The Any Borrower or any of its Subsidiaries Borrower Subsidiary shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) after any grace period applicable thereto with respect to the Senior Notes, or any other Indebtedness (other than Indebtedness hereunder, but including, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, which individually or together with other such Indebtedness as to which any such failure exists has an aggregate outstanding principal amount Obligation) in excess of $5,000,00010,000,000 and, if aggregate Availability under the Credit Facilities is greater than $30,000,000, such default shall continue for three Business Days; or any breach, default or event of default (including any amortization event or event of like import in connection with any Off-Balance Sheet Liability) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amount, beyond any period of grace, if any, provided with respect theretoIndebtedness, if the effect thereof is (or, with the giving of notice or lapse of time or both, would be) to cause an acceleration, mandatory redemption, a requirement that the Borrower offer to purchase such Indebtedness redemption or other required repurchase or early amortization of any such Indebtedness, or permit the holder(s) holders of any such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemption, early amortization the redemption or other repurchase of such Indebtedness; or any such Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized redeemed or otherwise repurchased by the any Borrower or any of its Subsidiaries Borrower Subsidiary (other than by a regularly scheduled required prepayment, mandatory redemption or required repurchase) prior to the stated maturity thereof.

Default as to Other Indebtedness. The Borrower or any of its Subsidiaries the LithiaSubsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any Indebtedness (other than Indebtedness hereunderconstituting the deferred portion of the purchase price of an asset which is subject to a good faith dispute, but includingwhich, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, which individually or together with all such other such Indebtedness as to which any such failure exists has an aggregate outstanding principal amount disputed Indebtedness, is not in excess of $5,000,000500,000 and which is being contested by the Borrower, and provided that the Borrower has set aside adequate reserves covering such disputed Indebtedness) the outstanding principal amount of which Indebtedness is in excess of $100,000; or any breach, default or event of default (including any amortization event or event of like import in connection with any Off-Balance Sheet Liability) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amount, beyond any period of grace, if any, provided with respect theretoIndebtedness, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrower offer to purchase such Indebtedness or other required repurchase or early amortization of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemption, early amortization redemption or other repurchase of such Indebtedness; or any such Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized redeemed or otherwise repurchased by the Borrower or any of its the Lithia Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. The Borrower Borrower, the Parent or any of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) ), beyond any period of grace provided, with respect to any Indebtedness (other than Indebtedness hereunder, but including, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, ) which individually or together with other such Indebtedness as to which any such failure exists has an aggregate outstanding principal amount in excess of $5,000,000(other than hereunder) constitutes Material Indebtedness; or any breach, default or event of default (including any amortization event “Amortization Event” or event of like import in connection with any Off-Balance Sheet LiabilityPermitted Receivables Facility) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Material Indebtedness having such aggregate outstanding principal amount, beyond any period of grace, if any, provided with respect thereto, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrower Borrower, the Parent or any of its Subsidiaries offer to purchase such Material Indebtedness or other required repurchase or early amortization of such Material Indebtedness, or permit the holder(s) of such Material Indebtedness to accelerate the maturity of any such Material Indebtedness or require a redemption, early amortization redemption or other repurchase of such Material Indebtedness; or any such Material Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized redeemed or otherwise repurchased by the Borrower Borrower, the Parent or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.;

Default as to Other Indebtedness. The Borrower or any of its Subsidiaries Any Credit Party shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any Indebtedness (other than Indebtedness hereunder, but including, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, which individually or together with other such Credit Party if the aggregate amount of such Indebtedness as to which any such failure exists has an aggregate outstanding principal amount is in excess of $5,000,000500,000 in the aggregate and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other breach, default or event of default shall occur (including any amortization event and in the case of a Hedging Agreement, such breach, default or event of like import in connection with any Off-Balance Sheet Liabilitydefault would give a party to such Hedging Agreement (other than a Credit Party) shall occurcertain rights and remedies including the right to declare that a Termination Event (as defined therein) has occurred under such Hedging Agreement), or any other condition (other than any Termination Event (as defined therein) under a Hedging Agreement not arising as a result of an event of default thereunder) shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amount, beyond any period of grace, if any, provided with respect theretoIndebtedness, if the effect thereof (with or without the giving of notice or lapse of time or both) is to cause an acceleration, mandatory redemption, a requirement that the Borrower offer to purchase such Indebtedness redemption or other required repurchase or early amortization of such Indebtedness or, as to such Indebtedness, or permit the holder(s) holder or holders of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemption, early amortization redemption or other repurchase of such Indebtedness; or any Indebtedness if the aggregate amount of such Indebtedness having such aggregate outstanding principal amount is $500,000 shall be otherwise declared to be due and payable (by acceleration or otherwise) by a Person (other than a Credit Party) as a result of a breach, default or event of default by a Credit Party, or required to be prepaid, redeemed, amortized redeemed or otherwise repurchased by the Borrower or any of its Subsidiaries Credit Party (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof; or the holder or holders of any Lien, securing obligations of $500,000 or more, shall commence foreclosure of such Lien upon property of any Credit Party.

Default as to Other Indebtedness. The Any Borrower or any Subsidiary of its Subsidiaries the Borrowers shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any other Indebtedness (other than Indebtedness hereunder, but including, without limitation, Disqualified Stock), beyond any period an Obligation) of grace provided with respect thereto, which individually such Borrower and its Subsidiaries aggregating $2,000,000 or together with other such Indebtedness as to which any such failure exists has an aggregate outstanding principal amount in excess of $5,000,000more; or any breach, default or event of default (including any amortization event or event of like import in connection with any Off-Balance Sheet Liability) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amount, beyond any period of grace, if any, provided with respect theretoIndebtedness, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrower offer to purchase such Indebtedness redemption or other required repurchase or early amortization of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemption, early amortization redemption or other repurchase of such Indebtedness; or any such Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized redeemed or otherwise repurchased by the such Borrower or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof. Notwithstanding the foregoing, no breach of any obligation, default or event of default (payment or otherwise), or acceleration of any obligation with respect to the German Acquisition Loans shall constitute an Event of Default under this Agreement.

Default as to Other Indebtedness. The Borrower Company or any of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to (i) any Indebtedness (other than Indebtedness hereunder, but including, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, which individually or together with other such Indebtedness as to which any such failure or other Default under this clause (E) exists has an aggregate outstanding principal amount equal to or in excess of Ten Million and 00/100 Dollars ($5,000,00010,000,000) or (ii) Indebtedness under the Five-Year Credit Agreement, beyond any period of grace provided with respect thereto (such Indebtedness under clauses (i) and (ii) being "Material Indebtedness"); or any breach, default or event of default (including any termination event, amortization event, liquidation event or event of like import in connection with arising under any agreement or instrument giving rise to any Off-Balance Sheet LiabilityLiabilities) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amountMaterial Indebtedness, beyond any period of grace, if any, provided with respect thereto, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrower Company offer to purchase such Indebtedness or other required repurchase or early amortization of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemption, early amortization or repurchase of such Indebtedness; or any such Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized or otherwise repurchased by the Borrower Company or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. The Borrower or any of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any Indebtedness (other than Indebtedness hereunder, but including, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, which individually or together with other such Indebtedness as to which any such failure exists has an aggregate outstanding principal amount in excess of $5,000,0004,000,000; or any breach, default or event of default (including any default, amortization event or event of like import in connection with any Off-Balance Sheet Liability) default shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amount, beyond any period of grace, if any, provided with respect thereto, if (i) the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrower or such Subsidiary offer to purchase such Indebtedness or other required repurchase or early amortization of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemptionredemption or other repurchase of such Indebtedness or (ii) if such breach, default, amortization event or event of default shall occur with respect to any Receivables Facility Attributed Indebtedness, the effect thereof is to cause the early amortization of such Indebtedness or the replacement of the Person then acting as servicer for such Indebtedness, or to permit the investors thereunder to request such early amortization or repurchase of to replace such IndebtednessPerson; or any such Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized redeemed or otherwise repurchased by the Borrower or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. The Borrower or any of its the Lithia Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any Indebtedness (other than Indebtedness hereunderconstituting the deferred portion of the purchase price of an asset which is subject to a good faith dispute, but includingwhich, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, which individually or together with all such other such Indebtedness as to which any such failure exists has an aggregate outstanding principal amount disputed Indebtedness, is not in excess of $5,000,000500,000 and which is being contested by the Borrower, and provided that the Borrower has set aside adequate reserves covering such disputed Indebtedness) the outstanding principal amount of which Indebtedness is in excess of $100,000; or any breach, default or event of default (including any amortization event or event of like import in connection with any Off-Balance Sheet Liability) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amount, beyond any period of grace, if any, provided with respect theretoIndebtedness, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrower offer to purchase such Indebtedness or other required repurchase or early amortization of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemption, early amortization redemption or other repurchase of such Indebtedness; or any such Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized redeemed or otherwise repurchased by the Borrower or any of its the Lithia Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. The Borrower or any of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) ), beyond any period of grace provided, with respect to any Indebtedness (other than Indebtedness hereunder, but including, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, ) which individually or together with other such Indebtedness as to which any such failure exists has an aggregate outstanding principal amount in excess of $5,000,000(other than hereunder) constitutes Material Indebtedness; or any breach, default or event of default (including any amortization event “Amortization Event” or event of like import in connection with any Off-Balance Sheet LiabilityPermitted Receivables Facility) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Material Indebtedness having such aggregate outstanding principal amount, beyond any period of grace, if any, provided with respect thereto, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrower or any of its Subsidiaries offer to purchase such Material Indebtedness or other required repurchase or early amortization of such Material Indebtedness, or permit the holder(s) of such Material Indebtedness to accelerate the maturity of any such Material Indebtedness or require a redemption, early amortization redemption or other repurchase of such Material Indebtedness; or any such Material Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized redeemed or otherwise repurchased by the Borrower or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.;

Default as to Other Indebtedness. The Borrower Company or any of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any Indebtedness (other than Indebtedness hereunder, but including, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, which individually or together with other such Indebtedness as to which any such failure or other Events of Default under this subsection (e) exists has an aggregate outstanding principal amount equal to or in excess of $5,000,000the Threshold Amount (such Indebtedness being “Material Indebtedness”); or any breach, default or event of default (including any termination event, amortization event, liquidation event or event of like import in connection with arising under any agreement or instrument giving rise to any Off-Balance Sheet LiabilityLiabilities) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amountMaterial Indebtedness, beyond any period of grace, if any, provided with respect thereto, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrower Company offer to redeem or purchase such Indebtedness or other required repurchase or early amortization of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemption, purchase, early amortization or repurchase of such Indebtedness; or any such Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized or otherwise repurchased 108 67484784_8 by the Borrower Company or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. The Borrower or any of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) ), beyond any period of grace provided, with respect to any Indebtedness (other than Indebtedness hereunder, but including, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, ) which individually or together with other such Indebtedness as to which any such failure exists has an aggregate outstanding principal amount in excess of $5,000,000(other than hereunder) constitutes Material Indebtedness; or any breach, default or event of default (including any amortization event “Amortization Event” or event of like import in connection with any Off-Balance Sheet Liabilitythe Receivables Purchase Facility) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amountMaterial Indebtedness, beyond any period of grace, if any, provided with respect thereto, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrower or any of its Subsidiaries offer to purchase such Material Indebtedness or other required repurchase or early amortization of such Material Indebtedness, or permit the holder(s) of such Material Indebtedness to accelerate the maturity of any such Material Indebtedness or require a redemption, early amortization redemption or other repurchase of such Material Indebtedness; or any such Material Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized redeemed or otherwise repurchased by the Borrower or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. The Borrower or any of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any Indebtedness (other than Indebtedness hereunder, but including, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, which individually or together with other such Indebtedness as to which any such failure exists has an aggregate the outstanding principal amount of which Indebtedness is in excess of $5,000,000; 7,500,000.00 (“Cross Default Indebtedness”), or any breach, default or event of default (including any amortization event or event of like import in connection with any Off-Balance Sheet Liability) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amount, beyond any period of grace, if any, provided with respect theretoCross Default Indebtedness, if the effect thereof is to permit the holder(s) of such Cross Default Indebtedness to accelerate the maturity of any such Cross Default Indebtedness or require a redemption or other repurchase of such Cross Default Indebtedness, or cause an acceleration, mandatory redemption, a requirement that the Borrower offer to purchase such Cross Default Indebtedness or other required repurchase or early amortization of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemption, early amortization or repurchase of such Cross Default Indebtedness; or any such Cross Default Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized redeemed or otherwise repurchased by the Borrower or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. The Borrower or any of its -------------------------------- Subsidiaries shall fail fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any Indebtedness (other than Indebtedness hereunderconstituting the deferred portion of the purchase price of an asset which is subject to a good faith dispute, but includingwhich, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, which individually or together with all such other such Indebtedness as to which any such failure exists has an aggregate outstanding principal amount disputed Indebtedness, is not in excess of $5,000,000500,000.00 and which is being contested by the Borrower, and provided that the Borrower has set aside adequate reserves covering such disputed Indebtedness) the outstanding principal amount of which Indebtedness is in excess of $200,000.00; or any breach, default or event of default (including any amortization event or event of like import in connection with any Off-Balance Sheet Liability) shall occuroccurs, or any other condition shall exist exists under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amount, beyond any period of grace, if any, provided with respect theretoIndebtedness, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrower offer to purchase such Indebtedness or other required repurchase or early amortization of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemption, early amortization redemption or other repurchase of such Indebtedness; or any such Indebtedness having such aggregate outstanding principal amount shall be is otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized redeemed or otherwise repurchased by the Borrower or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. The Borrower or any of its Subsidiaries Any Loan Party shall fail to make any payment when due due, including any applicable grace periods, (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any Indebtedness (other than an Obligation) if the aggregate amount of such other Indebtedness hereunder, but including, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, which individually is $5,000,000 or together with other such Indebtedness as to which any such failure exists has an aggregate outstanding principal amount in excess of $5,000,000more; or any breach, default or event of default (including any amortization event or event of like import in connection with any Off-Balance Sheet Liability) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amount, beyond any period of grace, if any, provided with respect theretoIndebtedness, if the effect thereof (with or without the giving of notice or lapse of time or both) is to cause an acceleration, mandatory redemption, a requirement that the Borrower offer to purchase such Indebtedness redemption or other required repurchase or early amortization of such Indebtedness or, as to Indebtedness, or permit the holder(s) holder or holders of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemption, early amortization redemption or other repurchase of such Indebtedness; or any Indebtedness if the aggregate amount of such Indebtedness having such aggregate outstanding principal amount is $5,000,000 shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized redeemed or otherwise repurchased by the Borrower or any of its Subsidiaries Loan Party (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof; or the holder or holders of any Lien, securing obligations of $5,000,000 or more, shall commence foreclosure of such Lien upon property of any Loan Party; provided, however, an Existing Default shall not constitute an Event of Default under this subsection (e) for a period of sixty (60) days following the Closing Date unless a Person is exercising remedies as a result of such Existing Default or the Loan Parties fail to comply with Section 8.15; provided that if a Change of Control Event occurs prior to the expiration of such sixty day period, such period shall be extended by an additional thirty (30) days.

Default as to Other Indebtedness. The Borrower Parent or any of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any Indebtedness (other than Indebtedness hereunder, but including, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, which individually or together with other such Indebtedness as to which any such failure exists has an aggregate outstanding principal amount in excess of $5,000,000; or any breach, default or event of default (including any default, amortization event or event of like import in connection with any Off-Balance Sheet Liability) default shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amount, beyond any period of grace, if any, provided with respect thereto, if (i) the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrower Parent or such Subsidiary offer to purchase such Indebtedness or other required repurchase or early amortization of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemptionredemption or other repurchase of such Indebtedness or (ii) if such breach, default, amortization event or event of default shall occur with respect to any Receivables Facility Attributed Indebtedness, the effect thereof is to cause the early amortization of such Indebtedness or the replacement of the Person then acting as servicer for such Indebtedness, or to permit the investors thereunder to request such early amortization or repurchase of to replace such IndebtednessPerson; or any such Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or 111 112 required to be prepaid, redeemed, amortized redeemed or otherwise repurchased by the Borrower Parent or any of its Subsidiaries such Subsidiary (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. The Borrower or any of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) ), beyond any period of grace provided, with respect to any Indebtedness (other than Indebtedness hereunder, but including, without limitation, Disqualified Stock), beyond any period of grace provided with respect thereto, ) which individually or together with other such Indebtedness as to which any such failure exists has an aggregate outstanding principal amount in excess of $5,000,000(other than hereunder) constitutes Material Indebtedness; or any breach, default or event of default (including any amortization event "Amortization Event" or event of like import in connection with any Off-Balance Sheet Liabilitythe Receivables Purchase Facility) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Material Indebtedness having such aggregate outstanding principal amount, beyond any period of grace, if any, provided with respect thereto, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrower or any of its Subsidiaries offer to purchase such Material Indebtedness or other required repurchase or early amortization of such Material Indebtedness, or permit the holder(s) of such Material Indebtedness to accelerate the maturity of any such Material Indebtedness or require a redemption, early amortization redemption or other repurchase of such Material Indebtedness; or any such Material Indebtedness having such aggregate outstanding principal amount shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, amortized redeemed or otherwise repurchased by the Borrower or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.