such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).
Credit Agreement means the Third Amended and Restated Loan Agreement, dated as of December 9, 2019, by and among Lithia Motors, Inc., certain of its subsidiaries, the lenders party thereto from time to time, U.S. Bank National Association, as Administrative Agent, Agent and Co-Lead Arranger, JPMorgan Securities LLC, as Co-Syndication Agent and Co-Lead Arranger, Toyota Motor Credit Corporation, as Co-Syndication Agent, and American Honda Finance Corporation, T.D. Bank, N.A., Mercedes-Benz Financial Services USA LLC and Bank of America, N.A., as Co-Documentation Agents, as amended, modified, renewed, refunded, replaced or Refinanced or otherwise restructured in whole or in part from time to time, whether by the same or any other agent, lender or group of lenders.
Custodian means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.
Debt Facility or Debt Facilities means, one or more debt facilities (including, without limitation, the Credit Agreement), indentures, debt instruments, security documents and other related agreements or commercial paper facilities, in each case with banks, lenders, purchasers, funds, investors, trustees, agents or other representatives of any of the foregoing providing for revolving credit loans, term loans, capital markets financings, bonds, notes, debentures, letters of credit or other borrowings or other extensions of credit, in each case, as amended, extended, renewed, restated, supplemented, Refinanced, replaced or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions, or lenders or holders) from time to time.
Default means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.
Definitive Note means a certificated Initial Note or Additional Note (bearing the Restricted Notes Legend if the transfer of such Note is restricted by applicable law) that does not include the Global Notes Legend.
Depositary means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.
Derivative Instrument with respect to a Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets to which such Person or Affiliate of such Person that is acting in concert with such Person in connection with such Persons investment in the notes (other than a Regulated Bank or Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value or cash flows of which (or any material portion thereof) are materially affected by the value or performance of the notes or the creditworthiness of the Company or any one or more of the Subsidiary Guarantors (the Performance References).
Designated Non-cash Consideration means the fair market value of non-cash consideration received by the Company or any Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers Certificate, setting forth the basis for such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on or distribution relating to such Designated Non-cash Consideration.