Common use of Default as to Other Indebtedness Clause in Contracts

Default as to Other Indebtedness. Either of the Borrowers or any of 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 the outstanding principal amount of which Indebtedness is in excess of $1,000,000 ("CROSS DEFAULT INDEBTEDNESS"), or any breach, default or event of default shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Cross Default Indebtedness, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrowers offer to purchase such Cross Default Indebtedness or other required repurchase 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 or other repurchase of such Cross Default Indebtedness; or any such Cross Default Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by the Borrowers or any of their respective Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. Either of the Borrowers The Borrower or any of their 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 the (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 of which Indebtedness is in excess of $1,000,000 ("CROSS DEFAULT INDEBTEDNESS"), 2,000,000; or any breach, default default, amortization event or event of default shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Cross Default IndebtednessIndebtedness 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 Borrowers Borrower or such Subsidiary offer to purchase such Cross Default Indebtedness or other required repurchase 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 or other repurchase of such Cross Default 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 to replace such Person; or any such Cross Default Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by the Borrowers Borrower or any of their respective its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. Either of the Borrowers The Borrower or any of their 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 the (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 of which Indebtedness is in excess of $1,000,000 ("CROSS DEFAULT INDEBTEDNESS"), 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 Cross Default IndebtednessIndebtedness 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 Borrowers 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 redemption, early amortization 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 redeemed, amortized or otherwise repurchased by the Borrowers Borrower or any of their respective its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.. 101

Default as to Other Indebtedness. Either of the Borrowers The Borrower or any of their 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 the outstanding principal amount of (other than Indebtedness hereunder) which individually or together with other such Indebtedness is in excess of $1,000,000 as to which any such failure exists ("CROSS DEFAULT INDEBTEDNESS"), other than hereunder) constitutes Material Indebtedness; or any breach, default or event of default (including any “Amortization Event” or event of like import in connection with the Receivables Purchase Facility) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Cross Default IndebtednessMaterial 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 Borrowers Borrower or any of its Subsidiaries offer to purchase such Cross Default Material Indebtedness or other required repurchase of such Cross Default Material Indebtedness, or permit the holder(s) of such Cross Default Material Indebtedness to accelerate the maturity of any such Cross Default Material Indebtedness or require a redemption or other repurchase of such Cross Default Material Indebtedness; or any such Cross Default Material Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by the Borrowers Borrower or any of their respective its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. Either of the Borrowers The Borrower or any of their 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 the (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 of which Indebtedness is in excess of $1,000,000 ("CROSS DEFAULT INDEBTEDNESS"), 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 Cross Default IndebtednessIndebtedness 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 Borrowers 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 redemption, early amortization 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 redeemed, amortized or otherwise repurchased by the Borrowers Borrower or any of their respective its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. Either of the Borrowers The Company or any of their 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 the (other than Indebtedness hereunder), 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 of which Indebtedness is equal to or in excess of Five Million and 00/100 Dollars ($1,000,000 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 "CROSS DEFAULT INDEBTEDNESSMaterial Indebtedness"), ; or any breach, default or event of default (including any termination event, amortization event, liquidation event or event of like import arising under any agreement or instrument giving rise to any Off-Balance Sheet Liabilities) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Cross Default Material 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 Borrowers Company 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 redemption, early amortization or other repurchase of such Cross Default Indebtedness; or any such Cross Default Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed redeemed, amortized or otherwise repurchased by the Borrowers Company or any of their respective its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. Either of the Borrowers The Borrower or any of their 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 constituting the deferred portion of the purchase price of an asset which is subject to a good faith dispute, which, together with all such other outstanding disputed Indebtedness, is not in excess of $5,000,000.00 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 ("CROSS DEFAULT INDEBTEDNESS"), 1,000,000.00; or any breach, default or event of default shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Cross Default Indebtedness, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrowers Borrower offer to purchase such Cross Default Indebtedness or other required repurchase 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 or other repurchase of such Cross Default Indebtedness; or any such Cross Default Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by the Borrowers Borrower or any of their respective its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. Either of the Borrowers or any of their 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 constituting the deferred portion of the purchase price of an asset which is subject to a good faith dispute, which, 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 disputed Indebtedness) the aggregate outstanding principal amount of which Indebtedness is in excess of $1,000,000 ("CROSS DEFAULT INDEBTEDNESS"), 500,000.00; or any breach, default or event of default shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Cross Default Indebtedness, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrowers Loan Party offer to purchase such Cross Default Indebtedness or other required repurchase 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 or other repurchase of such Cross Default Indebtedness; or any such Cross Default Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by the Borrowers or any of their respective Subsidiaries Loan Party (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. Either of the Borrowers The Borrower or any of their 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 the outstanding principal amount of (other than Indebtedness hereunder) which individually or together with other such Indebtedness is in excess of $1,000,000 as to which any such failure exists ("CROSS DEFAULT INDEBTEDNESS"), other than hereunder) constitutes Material Indebtedness; or any breach, default or event of default (including any “Amortization Event” or event of like import in connection with the Receivables Purchase Facility) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Cross Default IndebtednessMaterial 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 Borrowers Borrower or any of its Subsidiaries offer to purchase such Cross Default Material Indebtedness or other required repurchase of such Cross Default Material Indebtedness, or permit the holder(s) of such Cross Default Material Indebtedness to accelerate the maturity of any such Cross Default Material Indebtedness or require a redemption or other repurchase of such Cross Default Material Indebtedness; or any such Cross Default Material Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by the Borrowers Borrower or any of their respective its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. Either of the Borrowers The Company or any of their 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 the (other than Indebtedness hereunder), 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 of which Indebtedness is equal to or in excess of Fifty Million and 00/100 Dollars ($1,000,000 50,000,000) ("CROSS DEFAULT INDEBTEDNESS"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 arising under any agreement or instrument giving rise to any Off‑Balance Sheet Liabilities) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Cross Default Material 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 Borrowers Company offer to redeem or 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 redemption, purchase, early amortization or other repurchase of such Cross Default Indebtedness; or any such Cross Default Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed redeemed, amortized or otherwise repurchased by the Borrowers Company or any of their respective its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. Either of the Borrowers The Company or any of their 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 the (other than Indebtedness hereunder), 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 of which Indebtedness is equal to or in excess of Five Million and 00/100 Dollars ($1,000,000 5,000,000) ("CROSS DEFAULT MATERIAL INDEBTEDNESS"), ; or any breach, default or event of default (including any termination event, amortization event, liquidation event or event of like import arising under any agreement or instrument giving rise to any Off-Balance Sheet Liabilities) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Cross Default Material 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 Borrowers Company 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 redemption, early amortization or other repurchase of such Cross Default Indebtedness; or any such Cross Default Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed redeemed, amortized or otherwise repurchased by the Borrowers Company or any of their respective its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. Either of the Borrowers or any of their 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 of such Credit Party if the outstanding principal aggregate amount of which such Indebtedness is in excess of $1,000,000 ("CROSS DEFAULT INDEBTEDNESS")500,000 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 occuroccur (and in the case of a Hedging Agreement, such breach, default or event of default would give a party to such Hedging Agreement (other than a Credit Party) certain 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 Cross Default Indebtedness, 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 Borrowers offer to purchase such Cross Default Indebtedness redemption or other required repurchase of such Cross Default Indebtedness or, as to such Indebtedness, or permit the holder(s) holder or holders 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 any Indebtedness if the aggregate amount of such Cross Default Indebtedness 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 or otherwise repurchased by the Borrowers or any of their respective 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. Either of the Borrowers The Borrower or any of their 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 constituting the deferred portion of the purchase price of an asset which is subject to a good faith dispute, which, together with all such other outstanding disputed Indebtedness, is not in excess of $500,000 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 $1,000,000 ("CROSS DEFAULT INDEBTEDNESS"), 100,000; or any breach, default or event of default shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Cross Default Indebtedness, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrowers Borrower offer to purchase such Cross Default Indebtedness or other required repurchase 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 or other repurchase of such Cross Default Indebtedness; or any such Cross Default Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by the Borrowers Borrower or any of their respective the Lithia Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. Either of the Borrowers The Borrower or any of their 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 constituting the deferred portion of the purchase price of an asset which is subject to a good faith dispute, which, together with all such other outstanding disputed Indebtedness, is not in excess of $500,000.00 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 ("CROSS DEFAULT INDEBTEDNESS"), 200,000.00; or any breach, default or event of default shall occuroccurs, or any other condition shall exist exists under any instrument, agreement or indenture pertaining to any such Cross Default Indebtedness, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrowers Borrower offer to purchase such Cross Default Indebtedness or other required repurchase 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 or other repurchase of such Cross Default Indebtedness; or any such Cross Default Indebtedness shall be is otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by the Borrowers Borrower or any of their respective its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. Either of the Borrowers The Borrower or any of their 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 hereunder 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 of which Indebtedness is in excess of equal to or greater than $1,000,000 ("CROSS DEFAULT INDEBTEDNESS"), 5,000,000; or any breach, default or event of default shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Cross Default IndebtednessIndebtedness 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 Borrowers Borrower offer to purchase such Cross Default Indebtedness or other required repurchase 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 or other repurchase of such Cross Default Indebtedness; or any such Cross Default Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by the Borrowers Borrower or any of their respective its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. Either of the Borrowers The Borrower or any of their 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 the outstanding principal amount of (other than Indebtedness hereunder) which individually or together with other such Indebtedness is in excess of $1,000,000 as to which any such failure exists ("CROSS DEFAULT INDEBTEDNESS"), other than hereunder) constitutes Material Indebtedness; or any breach, default or event of default (including any “Amortization Event” or event of like import in connection with any Permitted Receivables Facility) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Cross Default IndebtednessMaterial 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 Borrowers Borrower or any of its Subsidiaries offer to purchase such Cross Default Material Indebtedness or other required repurchase of such Cross Default Material Indebtedness, or permit the holder(s) of such Cross Default Material Indebtedness to accelerate the maturity of any such Cross Default Material Indebtedness or require a redemption or other repurchase of such Cross Default Material Indebtedness; or any such Cross Default Material Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by the Borrowers Borrower or any of their respective its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.;

Default as to Other Indebtedness. Either of The Borrower, the Borrowers Parent or any of their 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 the outstanding principal amount of (other than Indebtedness hereunder) which individually or together with other such Indebtedness is in excess of $1,000,000 as to which any such failure exists ("CROSS DEFAULT INDEBTEDNESS"), other than hereunder) constitutes Material Indebtedness; or any breach, default or event of default (including any “Amortization Event” or event of like import in connection with any Permitted Receivables Facility) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Cross Default IndebtednessMaterial 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 Borrowers Borrower, the Parent or any of its Subsidiaries offer to purchase such Cross Default Material Indebtedness or other required repurchase of such Cross Default Material Indebtedness, or permit the holder(s) of such Cross Default Material Indebtedness to accelerate the maturity of any such Cross Default Material Indebtedness or require a redemption or other repurchase of such Cross Default Material Indebtedness; or any such Cross Default Material Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by the Borrowers Borrower, the Parent or any of their respective its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.;

Default as to Other Indebtedness. Either of the Borrowers The Borrower or any of their 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 constituting the deferred portion of the purchase price of an asset which is subject to a good faith dispute, which, together with all such other outstanding disputed Indebtedness, is not in excess of $500,000 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 $1,000,000 ("CROSS DEFAULT INDEBTEDNESS"), 100,000; or any breach, default or event of default shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Cross Default Indebtedness, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrowers Borrower offer to purchase such Cross Default Indebtedness or other required repurchase 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 or other repurchase of such Cross Default Indebtedness; or any such Cross Default Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by the Borrowers Borrower or any of their respective the Lithia Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. Either of the Borrowers The Borrowers, any Borrower or any of 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 the outstanding principal amount of which Indebtedness is in excess of $1,000,000 15,000,000 in the aggregate ("CROSS DEFAULT INDEBTEDNESS"“Cross Default Indebtedness”), or any breach, default or event of default shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Cross 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 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 or other repurchase of such Cross Default Indebtedness; or any such Cross Default Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by the Borrowers Borrowers, any Borrowers, any Borrower or any of their respective Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. Either of the Borrowers The Company or any of their 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 the (other than Indebtedness hereunder), 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 of which Indebtedness is equal to or in excess of Ten Million and 00/100 Dollars ($1,000,000 10,000,000) 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 "CROSS DEFAULT INDEBTEDNESSMaterial Indebtedness"), ; or any breach, default or event of default (including any termination event, amortization event, liquidation event or event of like import arising under any agreement or instrument giving rise to any Off-Balance Sheet Liabilities) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Cross Default Material 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 Borrowers Company 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 redemption, early amortization or other repurchase of such Cross Default Indebtedness; or any such Cross Default Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed redeemed, amortized or otherwise repurchased by the Borrowers Company or any of their respective its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. Either of the Borrowers The Borrower or any of their 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 constituting the deferred portion of the purchase price of an asset which is subject to a good faith dispute, which, together with all such other outstanding disputed Indebtedness, is not in excess of $5,000,000.00 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 ("CROSS DEFAULT INDEBTEDNESS"), 1,000,000.00; or any breach, default or event of default shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Cross Default Indebtedness, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrowers Borrower offer to purchase such Cross Default Indebtedness or other required repurchase 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 or other repurchase of such Cross Default Indebtedness; or any such Cross Default Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by the Borrowers Borrower or any of their respective its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. Either of the Borrowers The Borrower or any of their 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 the outstanding principal amount of (other than Indebtedness hereunder) which individually or together with other such Indebtedness is in excess of $1,000,000 as to which any such failure exists ("CROSS DEFAULT INDEBTEDNESS"), other than hereunder) constitutes Material Indebtedness; or any breach, default or event of default (including any "Amortization Event" or event of like import in connection with the Receivables Purchase Facility) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Cross Default IndebtednessMaterial 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 Borrowers Borrower or any of its Subsidiaries offer to purchase such Cross Default Material Indebtedness or other required repurchase of such Cross Default Material Indebtedness, or permit the holder(s) of such Cross Default Material Indebtedness to accelerate the maturity of any such Cross Default Material Indebtedness or require a redemption or other repurchase of such Cross Default Material Indebtedness; or any such Cross Default Material Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by the Borrowers Borrower or any of their respective its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. Either Any Borrower or any Subsidiary of the Borrowers or any of their Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any other Indebtedness the outstanding principal amount (other than an Obligation) of which Indebtedness is in excess of such Borrower and its Subsidiaries aggregating $1,000,000 ("CROSS DEFAULT INDEBTEDNESS"), 2,000,000 or more; or any breach, default or event of default shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Cross Default Indebtedness, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrowers offer to purchase such Cross Default Indebtedness redemption or other required repurchase 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 or other repurchase of such Cross Default Indebtedness; or any such Cross Default Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by the Borrowers such Borrower or any of their respective 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. Either of the Borrowers or any of their 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 outstanding principal aggregate amount of which such other Indebtedness is in excess of $1,000,000 ("CROSS DEFAULT INDEBTEDNESS"), 5,000,000 or more; or any breach, default or event of default shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Cross Default Indebtedness, 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 Borrowers offer to purchase such Cross Default Indebtedness redemption or other required repurchase of such Cross Default Indebtedness or, as to Indebtedness, or permit the holder(s) holder or holders 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 any Indebtedness if the aggregate amount of such Cross Default Indebtedness is $5,000,000 shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by the Borrowers or any of their respective 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. Either of the Borrowers The Borrower or any of their 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 constituting the deferred portion of the purchase price of an asset which is subject to a good faith dispute, which, together with all such other outstanding disputed Indebtedness, is not in excess of $500,000 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 $1,000,000 ("CROSS DEFAULT INDEBTEDNESS"), 100,000; or any breach, default or event of default shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Cross Default Indebtedness, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrowers Borrower offer to purchase such Cross Default Indebtedness or other required repurchase 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 or other repurchase of such Cross Default Indebtedness; or any such Cross Default Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by the Borrowers Borrower or any of their respective its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. Either of the Borrowers The Borrower or any of their 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 constituting the deferred portion of the purchase price of an asset which is subject to a good faith dispute, which, together with all such other outstanding disputed Indebtedness, is not in excess of $500,000.00 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 ("CROSS DEFAULT INDEBTEDNESS"), 100,000.00; or any breach, default or event of default shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Cross Default Indebtedness, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrowers Borrower offer to purchase such Cross Default Indebtedness or other required repurchase 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 or other repurchase of such Cross Default Indebtedness; or any such Cross Default Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by the Borrowers Borrower or any of their respective its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. Either of the Borrowers The Borrower or any of their 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 the (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 of which Indebtedness is in excess of $1,000,000 ("CROSS DEFAULT INDEBTEDNESS"), 4,000,000; or any breach, default default, amortization event or event of default shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Cross Default IndebtednessIndebtedness 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 Borrowers Borrower or such Subsidiary offer to purchase such Cross Default Indebtedness or other required repurchase 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 or other repurchase of such Cross Default 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 to replace such Person; or any such Cross Default Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by the Borrowers Borrower or any of their respective its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. Either of the Borrowers The Borrower or any of their 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 the outstanding principal amount of (other than Indebtedness hereunder) which individually or together with other such Indebtedness is in excess of $1,000,000 as to which any such failure exists ("CROSS DEFAULT INDEBTEDNESS"), other than hereunder) constitutes Material Indebtedness; or any breach, default or event of default (including any “Amortization Event” or event of like import in connection with the Receivables Purchase Facility) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Cross Default Material 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 Borrowers Borrower or any of its Subsidiaries offer to purchase such Cross Default Material Indebtedness or other required repurchase of such Cross Default Material Indebtedness, or permit the holder(s) of such Cross Default Material Indebtedness to accelerate the maturity of any such Cross Default Material Indebtedness or require a redemption or other repurchase of such Cross Default Material Indebtedness; or any such Cross Default Material Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by the Borrowers Borrower or any of their respective its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. Either of the Borrowers The Company or any of their 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 the (other than Indebtedness hereunder), 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 of which Indebtedness is equal to or in excess of $1,000,000 the Threshold Amount ("CROSS DEFAULT INDEBTEDNESS"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 arising under any agreement or instrument giving rise to any Off-Balance Sheet Liabilities) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Cross Default Material 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 Borrowers Company offer to redeem or 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 redemption, purchase, early amortization or other repurchase of such Cross Default Indebtedness; or any such Cross Default Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed redeemed, amortized or otherwise repurchased 108 67484784_8 by the Borrowers Company or any of their respective its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. Either of the Borrowers The Parent or any of their 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 the (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 of which Indebtedness is in excess of $1,000,000 ("CROSS DEFAULT INDEBTEDNESS"), 5,000,000; or any breach, default default, amortization event or event of default shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Cross Default IndebtednessIndebtedness 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 Borrowers Parent or such Subsidiary offer to purchase such Cross Default Indebtedness or other required repurchase 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 or other repurchase of such Cross Default 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 to replace such Person; or any such Cross Default Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or 111 112 required to be prepaid, redeemed or otherwise repurchased by the Borrowers Parent or any of their respective Subsidiaries such Subsidiary (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. Either of the Borrowers The Company or any of their 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 the (other than Indebtedness hereunder), 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 of which Indebtedness is equal to or in excess of $1,000,000 the Threshold Amount ("CROSS DEFAULT INDEBTEDNESS"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 arising under any agreement or instrument giving rise to any Off-Balance Sheet Liabilities) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Cross Default Material 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 Borrowers Company offer to redeem or 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 redemption, purchase, early amortization or other repurchase of such Cross Default Indebtedness; or any such Cross Default Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed redeemed, amortized or otherwise repurchased by the Borrowers Company or any of their respective its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. Either of the Borrowers The Company or any of their 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 the (other than Indebtedness hereunder), 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 of which Indebtedness is equal to or in excess of Ten Million and 00/100 Dollars ($1,000,000 10,000,000) 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 "CROSS DEFAULT INDEBTEDNESSMaterial Indebtedness"), ; or any breach, default or event of default (including any termination event, amortization event, liquidation event or event of like import arising under any agreement or instrument giving rise to any Off-Balance Sheet Liabilities) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Cross Default Material 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 Borrowers Company 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 redemption, early amortization or other repurchase of such Cross Default Indebtedness; or any such Cross Default Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed redeemed, amortized or otherwise repurchased by the Borrowers Company or any of their respective its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

Default as to Other Indebtedness. Either The Borrower or any Subsidiary of the Borrowers or any of their Subsidiaries Borrower shall fail to make any payment when due (whether by scheduled maturity, required prepayment, accelerationaccelera-tion, demand or otherwise) with respect to any other Indebtedness the outstanding principal amount (other than an Obligation) of which Indebtedness is in excess of such Borrower and its Subsidiaries aggregating $1,000,000 ("CROSS DEFAULT INDEBTEDNESS"), 2,000,000 or more; or any breach, default or event of default shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining per- taining to any such Cross Default Indebtedness, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Borrowers offer to purchase such Cross Default Indebtedness redemption or other required repurchase 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 or other repurchase of such Cross Default Indebtedness; or any such Cross Default Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by the Borrowers such Borrower or any of their respective its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof. Notwithstanding the foregoing, (i) the foregoing shall only apply with respect to Indebtedness of Unrestricted Subsidiaries to the extent the holder(s) of such Indebtedness (A) is/are the Borrower or a Restricted Subsidiary or (B) have any recourse to the Borrower or any Restricted Subsidiary or any of their Property in connection with such Indebtedness and (ii) 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.