Jersey City Uses in Definitions Clause

Definitions from Common Stock Purchase Agreement

This common stock purchase agreement (this Agreement) is made as of June 23, 2017, by and between (Purchaser), and Digimarc Corporation, an Oregon corporation (the Company).

Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1: Base Prospectus means the prospectus, dated June 9, 2017, contained in the Registration Statement. Closing means the closing of the purchase and sale of the Shares pursuant to Section 2.2. Closing Date means the Trading Day on which all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Companys obligations to deliver the Shares, in each case, have been satisfied or waived, but in no event later than the third Trading Day following the date hereof. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Disclosure Package means, collectively, the Prospectus, together with the documents incorporated by reference therein. Exchange Act means the Securities Exchange Act of 1934. Prospectus means the Prospectus Supplement, together with the Base Prospectus. Prospectus Supplement means the supplement to the Base Prospectus complying with Rule 424(b) of the Securities Act that is filed with the Commission and delivered by the Company to the Purchaser at the Closing. Registration Statement means the effective registration statement with Commission File No. 333-218300 that registers the sale of the Shares to the Purchaser, as such Registration Statement may be amended and supplemented from time to time (including pursuant to Rule 462(b) of the Securities Act). Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Shares means 500,000 shares of Common Stock issued or issuable to the Purchaser pursuant to this Agreement. Short Sales means, all short sales as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and forward sale contracts, options, puts, calls, short sales, put equivalent positions (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements, and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Subscription Amount means $17,775,000, the aggregate amount to be paid for the Shares purchased hereunder in United States dollars and in immediately available funds. Trading Day means a day on which the Nasdaq Global Market is open for trading. Transfer Agent means Broadridge Financial Solutions, Inc., 2 Journal Square, Jersey City, New Jersey 07306, and any successor transfer agent of the Company.

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of March 22, 2017, between Alphatec Holdings, Inc., a Delaware corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively, the Purchasers).

Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Certificate of Designation (as defined herein), and (b) the following terms have the meanings set forth in this Section 1.1: Acquiring Person shall have the meaning ascribed to such term in Section 4.5. Action shall have the meaning ascribed to such term in Section 3.1(j). Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act. Board of Directors means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Certificate of Designation means the Certificate of Designation to be filed prior to the Closing by the Company with the Secretary of State of the State of Delaware, in the form of Exhibit A attached hereto. Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1. Closing Date means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Companys obligations to deliver the Securities, in each case, have been satisfied or waived. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Company Counsel means Latham & Watkins LLP, with offices located at 12670 High Bluff Drive, San Diego, California 92310. Conversion Price shall have the meaning ascribed to such term in the Certificate of Designation. Conversion Shares shall have the meaning ascribed to such term in the Certificate of Designation. Disclosure Schedules shall have the meaning ascribed to such term in Section 3.1. Effective Date means the earliest of the date that (a) the initial Registration Statement has been declared effective by the Commission, (b) all of the Shares and Underlying Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions, (c) following the one -year anniversary of the Closing Date provided that a holder of Shares or Underlying Shares is not an Affiliate of the Company, or (d) all of the Shares and Underlying Shares may be sold pursuant to an exemption from registration under Section 4(a)(1) of the Securities Act without volume or manner-of-sale restrictions and Company Counsel has delivered to such holders a standing written unqualified opinion that resales may then be made by such holders of the Shares and Underlying Shares pursuant to such exemption which opinion shall be in form and substance reasonably acceptable to such holders. EGS means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302. Escrow Agent means Signature Bank, a New York State chartered bank, with offices at 261 Madison Avenue, New York, New York 10016. Escrow Agreement means the escrow agreement entered into prior to the date hereof, by and among the Company, the Escrow Agent and the Placement Agent pursuant to which the Purchasers shall deposit Subscription Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder. Evaluation Date shall have the meaning ascribed to such term in Section 3.1(s). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Exempt Issuance means (i) the issuance of (a) shares of Common Stock or options to employees, officers, directors or consultants of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, or the filing of a Registration Statement on Form S-8 with respect ther

Definitions from Deposit Agreement

DEPOSIT AGREEMENT, dated [ ], among AXIS CAPITAL HOLDINGS LIMITED, a Bermuda exempted company, COMPUTERSHARE INC., a Delaware corporation (Computershare) and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company (the Trust Company), jointly as Depositary (as hereinafter defined), the Trust Company as Registrar and Transfer Agent (each as hereinafter defined) and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.

Definitions. The following definitions shall apply to the respective terms (in the singular and plural forms of such terms) used in this Deposit Agreement and the Receipts: [Certificate of Designations shall mean the certificate adopted by the Board of Directors of the Company or a duly authorized committee thereof, establishing and setting forth the powers, preferences and rights of the Shares, attached hereto as Exhibit B, and as such certificate may be amended or restated from time to time.] Company shall mean AXIS Capital Holdings Limited, a Bermuda exempted company, and its successors. Computershare shall have the meaning set forth in the Preamble hereto. Deposit Agreement shall mean this agreement, as the same may be amended, modified or supplemented from time to time. Depositary shall mean Computershare and the Trust Company, acting jointly, and any successor as depositary hereunder. Depositary Office shall mean the office of the Depositary at which at any particular time its business in respect of matters governed by this Deposit Agreement shall be administered, which at the date of this Deposit Agreement is located at Computershare Inc, 480 Washington Blvd. - 29th Floor, Jersey City, New Jersey 07310. Depositary Share shall mean the security representing a [ ] fractional interest in a Share deposited with the Depositary hereunder and the same proportionate interest in any and all other property received by the Depositary in respect of such Share and held under this Deposit Agreement, all as evidenced by the Receipts issued hereunder. Subject to the terms of this Deposit Agreement, each owner of a Depositary Share is entitled, proportionately, to all the powers, preferences and rights of the Share represented by such Depositary Share [(including the dividend, voting, redemption and liquidation rights contained in the Certificate of Designations)]. Depositarys Agent shall mean an agent appointed by the Depositary as provided, and for the purposes specified, in Section 7.05. Dividend Payment Date shall have the meaning [set forth in the Certificate of Designations]. DTC means The Depository Trust Company. DTC Receipts has the meaning set forth in Section 2.01. Shares shall mean the Companys [[ ]% Series [ preference shares (liquidation preference $[ ] per share), par value $[ ] per share][common shares, par value $0.0125 per share], heretofore validly issued, fully paid and nonassessable]. Receipt shall mean a receipt issued hereunder to evidence one or more Depositary Shares, whether in definitive or temporary form, substantially in the form set forth as Exhibit A hereto. record date shall mean the date fixed pursuant to Section 4.04. Record holder or holder as applied to a Receipt shall mean the individual, entity or person in whose name a Receipt is registered on the books maintained by the Depositary for such purpose. [redemption date has the meaning set forth under Section 2.03. redemption price has the meaning set forth under Section 2.03.] Registrar shall mean the Trust Company or any bank or trust company appointed to register ownership and transfers of Receipts and the deposited Shares, as herein provided. Reorganization Event shall mean:

Definitions from Deposit Agreement

DEPOSIT AGREEMENT, dated November 7, 2016, among AXIS CAPITAL HOLDINGS LIMITED, a Bermuda exempted company, COMPUTERSHARE INC., a Delaware corporation (Computershare) and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company (the Trust Company), jointly as Depositary (as hereinafter defined), the Trust Company as Registrar and Transfer Agent (each as hereinafter defined) and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.

Definitions. The following definitions shall apply to the respective terms (in the singular and plural forms of such terms) used in this Deposit Agreement and the Receipts: Certificate of Designations shall mean the certificate adopted by the Board of Directors of the Company or a duly authorized committee thereof, establishing and setting forth the powers, preferences and rights of the Preferred Shares, attached hereto as Exhibit B, and as such certificate may be amended or restated from time to time. Company shall mean AXIS Capital Holdings Limited, a Bermuda exempted company, and its successors. Computershare shall have the meaning set forth in the Preamble hereto. Deposit Agreement shall mean this agreement, as the same may be amended, modified or supplemented from time to time. Depositary shall mean Computershare and the Trust Company, acting jointly, and any successor as depositary hereunder. Depositary Office shall mean the office of the Depositary at which at any particular time its business in respect of matters governed by this Deposit Agreement shall be administered, which at the date of this Deposit Agreement is located at Computershare Inc, 480 Washington Blvd. - 29th Floor, Jersey City, New Jersey 07310. Depositary Share shall mean the security representing a 1/100th fractional interest in a Preferred Share deposited with the Depositary hereunder and the same proportionate interest in any and all other property received by the Depositary in respect of such Preferred Share and held under this Deposit Agreement, all as evidenced by the Receipts issued hereunder. Subject to the terms of this Deposit Agreement, each owner of a Depositary Share is entitled, proportionately, to all the powers, preferences and rights of the Preferred Share represented by such Depositary Share (including the dividend, voting, redemption and liquidation rights contained in the Certificate of Designations). Depositarys Agent shall mean an agent appointed by the Depositary as provided, and for the purposes specified, in Section 7.05. Dividend Payment Date shall have the meaning set forth in the Certificate of Designations. DTC means The Depository Trust Company. DTC Receipts has the meaning set forth in Section 2.01. Preferred Shares shall mean the Companys 5.50% Series E Preferred Shares (liquidation preference $2,500 per share), par value $0.0125 per share, heretofore validly issued, fully paid and nonassessable. Receipt shall mean a receipt issued hereunder to evidence one or more Depositary Shares, whether in definitive or temporary form, substantially in the form set forth as Exhibit A hereto. record date shall mean the date fixed pursuant to Section 4.04. Record holder or holder as applied to a Receipt shall mean the individual, entity or person in whose name a Receipt is registered on the books maintained by the Depositary for such purpose. redemption date has the meaning set forth under Section 2.03. redemption price has the meaning set forth under Section 2.03. Registrar shall mean the Trust Company or any bank or trust company appointed to register ownership and transfers of Receipts and the deposited Preferred Shares, as herein provided. Reorganization Event shall mean:

Definitions from Deposit Agreement

DEPOSIT AGREEMENT dated as of August 15, 2016, by and among (i) Huntington Bancshares Incorporated, a Maryland corporation, (ii) Computershare Inc., a Delaware corporation (Computershare), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (the Trust Company and together with Computershare, jointly the Depositary), and (iii) the Holders from time to time of the Receipts described herein.

Definitions. The following definitions shall for all purposes, unless otherwise indicated, apply to the respective terms used in this Deposit Agreement: Articles Supplementary shall mean the relevant Articles Supplementary to the Charter of the Corporation filed with the State Department of Assessments and Taxation of Maryland establishing the Series C Preferred Stock as a series of preferred stock of the Corporation. Corporation shall mean Huntington Bancshares Incorporated, a Maryland corporation, and its successors. Deposit Agreement shall mean this Deposit Agreement, as amended or supplemented from time to time in accordance with the terms hereof. Depositary shall be defined as indicated in the preamble and shall include any successor as Depositary hereunder. Depositary Shares shall mean the depositary shares, each representing 1/40th of one share of the Series C Preferred Stock, evidenced by a Receipt. Depositarys Agent shall mean an agent appointed by the Depositary pursuant to Section 7.5. Depositarys Office shall mean the principal office of the Depositary in Jersey City, New Jersey, at which at any particular time its depositary receipt business shall be administered. DTC shall mean the Depository Trust Company. Effective Date shall mean the date first stated above. Exchange Event shall mean with respect to any Global Registered Receipt:

Definitions from Collateral Agent

INDENTURE, dated as of August 3, 2016, between AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2016-3, a Delaware statutory trust (the Issuer), and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the Trustee) and Trust Collateral Agent (in such capacity, the Trust Collateral Agent).

Definitions. Except as otherwise specified herein, the following terms have the respective meanings set forth below for all purposes of this Indenture. Act has the meaning specified in Section 11.3(a). Affiliate means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, control when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. A Person shall not be deemed to be an Affiliate of any person solely because such other Person has the contractual right or obligation to manage such Person unless such other Person controls such Person through equity ownership or otherwise. Authorized Officer means, with respect to the Issuer and the Servicer, any officer or agent acting pursuant to a power of attorney of the Owner Trustee or the Servicer, as applicable, who is authorized to act for the Owner Trustee or the Servicer, as applicable, in matters relating to the Issuer and who is identified on the list of Authorized Officers delivered by each of the Owner Trustee and the Servicer to the Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter). Basic Documents means this Indenture, the Certificate of Trust, the Trust Agreement (as amended), the Purchase Agreement, the Sale and Servicing Agreement, the Lockbox Account Agreement, the Lockbox Processing Agreement, the Underwriting Agreement, the Asset Representations Review Agreement and other documents and certificates delivered in connection therewith. Benefit Plan Entity has the meaning specified in Section 2.4. Benefit Plan Investor has the meaning specified in Section 2.4. Book Entry Notes means a beneficial interest in the Notes, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.10. Business Day means any day other than a Saturday, a Sunday, legal holiday or other day on which commercial banking institutions located in Wilmington, Delaware, Fort Worth, Texas, New York, New York or any other location of any successor Servicer, successor Owner Trustee or successor Trust Collateral Agent are authorized or obligated by law, executive order or governmental decree to be closed. Certificate means a trust certificate evidencing the beneficial interest of a Certificateholder in the Trust. Certificateholder means the Person in whose name a Certificate is registered on the Certificate Register. Certificate of Trust means the certificate of trust of the Issuer substantially in the form of Exhibit B to the Trust Agreement. Class A Notes means the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes. Class A-1 Interest Rate means 0.75000% per annum (computed on the basis of a 360-day year and the actual number of days in the related Interest Period). Class A-1 Notes means the Class A-1 0.75000% Asset Backed Notes, substantially in the form of Exhibit A-1. Class A-2 Notes means the Class A-2-A Notes and the Class A-2-B Notes. Class A-2-A Interest Rate means 1.37% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months). Class A-2-A Notes means the Class A-2-A 1.37% Asset Backed Notes, substantially in the form of Exhibit A-2-A. Class A-2-B Interest Rate means the greater of (i) LIBOR plus 0.56% per annum and (ii) 0.00% (computed on the basis of a 360-day year and the actual number of days in the related Interest Period). Class A-2-B Notes means the Class A-2-B Floating Rate Asset Backed Notes, substantially in the form of Exhibit A-2-B. Class A-3 Interest Rate means 1.46% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months). Class A-3 Notes means the Class A-3 1.46% Asset Backed Notes, substantially in the form of Exhibit A-3. Class B Interest Rate means 1.80% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months). Class B Notes means the Class B 1.80% Asset Backed Notes, substantially in the form of Exhibit B. Class C Interest Rate means 2.24% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months). Class C Notes means the Class C 2.24% Asset Backed Notes, substantially in the form of Exhibit C. Class D Interest Rate means 2.71% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months). Class D Notes means the Class D 2.71% Asset Backed Notes, substantially in the form of Exhibit D. Class E Interest Rate means 0.00% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months). Class E Notes means the Class E 0.00% Asset Backed Notes, substantially in the form of Exhibit E. Clearing Agency means an organization registered as a clear

Definitions from Indenture

INDENTURE, dated as of August 10, 2016, between TOYOTA AUTO RECEIVABLES 2016-C OWNER TRUST, a Delaware statutory trust (the "Issuer"), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as indenture trustee and not in its individual capacity and as Securities Intermediary (the "Indenture Trustee").

Definitions. Except as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Trust Agreement, the Sale and Servicing Agreement and the Securities Account Control Agreement, as the case may be, for all purposes of this Indenture. Except as otherwise provided in this Agreement, whenever used herein the following words and phrases, unless the context otherwise requires, shall have the following meanings: "Action" has the meaning specified in Section 11.03(a). "Authorized Officer" means (i) with respect to the Owner Trustee, any officer of the Owner Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuer identified as such on any list of Authorized Officers delivered by the Owner Trustee to the Indenture Trustee, (ii) with respect to the Administrator, any Vice President or more senior officer of the Administrator who is authorized to act for the Administrator in matters relating to the Issuer and identified as such on any list of Authorized Officers delivered by the Administrator to the Indenture Trustee and (iii) with respect to the Issuer, any Authorized Officer of the Owner Trustee or, for so long as the Administration Agreement is in effect, any Authorized Officer of the Administrator. "Collateral" has the meaning specified in the Granting Clause of this Indenture. "Controlling Class" means (a) the Outstanding Class A Notes and (b) if no Class A Notes are Outstanding, the Outstanding Class B Notes. "Corporate Trust Office" means the principal office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of execution of this Agreement is located at 60 Wall Street, 16th Floor, Mail Stop NYC60-1625, New York, New York 10005, Attn: Asset Backed Securities Unit - Toyota Auto Receivables 2016-C Owner Trust, with a copy to: Mark DiGiacomo, CCTS, Vice President, Deutsche Bank National Trust Company, Alternative Structured Finance Services, 100 Plaza One, 6th Floor, Jersey City, NJ 07311-3901, MS: JCY03-0699, or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders, the Issuer and the Administrator, or the principal corporate trust office of any successor Indenture Trustee at the address designated by such successor Indenture Trustee by notice to the Noteholders, the Issuer and the Administrator. "Default" means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default. "Definitive Notes" has the meaning specified in Section 2.10. "Executive Officer" means, with respect to any corporation, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice President, any Vice President, the Secretary or the Treasurer of such corporation; and with respect to any partnership, any general partner thereof. "Grant" means mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create, and grant a lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to this Indenture. A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto. "Holder" or "Noteholder" means the Person in whose name a Note is registered on the Note Register. "Indenture Trustee" means Deutsche Bank Trust Company Americas, a New York banking corporation, as Indenture Trustee under this Indenture, or any successor Indenture Trustee under this Indenture. "Independent" means, when used with respect to any specified Person, that the Person is in fact independent of the Seller, the Servicer, the Administrator, the Issuer or any other obligor on the Notes or any Affiliate of any of the foregoing Persons because, among other things, such Person (a) is not an employee, officer or director or otherwise controlled thereby or under common control therewith, (b) does not have any direct financial interest or any material indirect financial interest therein (whether as holder of securities thereof or party to contract therewith or otherwise) and (c) is not and has not within the preceding twelve months been a promoter, underwriter, trustee, partner, director or person performing similar functions therefo

Definitions from Sale and Servicing Agreement

SALE AND SERVICING AGREEMENT, dated as of August 3, 2016, among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2016-3, a Delaware statutory trust (the Issuer), AFS SENSUB CORP., a Nevada corporation (the Seller), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation (the Servicer), and CITIBANK, N.A., a national banking association, in its capacity as Trust Collateral Agent.

Definitions. Whenever used in this Agreement, the following words and phrases shall have the following meanings: Accelerated Principal Amount for a Distribution Date will equal the lesser of (x) the excess, if any, of the amount of Available Funds on such Distribution Date over the amounts payable on such Distribution Date pursuant to clauses (i) through (xix) of Section 5.7(a); and (y) the excess, if any, on such Distribution Date of (i) the Pro Forma Note Balance for such Distribution Date over (ii) the Required Pro Forma Note Balance for such Distribution Date. Accountants Report means the report of a firm of nationally recognized Independent Accountants described in Section 4.11. Accounting Date means, with respect to any Collection Period the last day of such Collection Period. ADR Organization means The American Arbitration Association or, if The American Arbitration Association no longer exists or if its ADR Rules would no longer permit mediation or arbitration, as applicable, of the dispute, another nationally recognized mediation or arbitration organization selected by AmeriCredit. ADR Rules means the relevant rules of the ADR Organization for mediation (including non-binding arbitration) or binding arbitration, as applicable, of commercial disputes in effect at the time of the mediation or arbitration. Affiliate means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Aggregate Principal Balance means, with respect to any date of determination, the sum of the Principal Balances for all Receivables (other than (i) any Receivable that became a Liquidated Receivable prior to the end of the related Collection Period and (ii) any Receivable that became a Purchased Receivable prior to the end of the related Collection Period) as of the date of determination. Agreement means this Sale and Servicing Agreement, as the same may be amended and supplemented from time to time. AmeriCredit means AmeriCredit Financial Services, Inc. Amount Financed means, with respect to a Receivable, the aggregate amount advanced under such Receivable toward the purchase price of the Financed Vehicle and any related costs, including amounts advanced in respect of accessories, insurance premiums, service contracts, car club and warranty contracts, other items customarily financed as part of motor vehicle retail installment sale contracts or promissory notes, and related costs. Annual Percentage Rate or APR of a Receivable means the annual percentage rate of finance charges or service charges, as stated in the related Contract. Asset Representations Review Agreement means the Asset Representations Review Agreement, dated as of August 3, 2016, among the Issuer, the Servicer, the Trustee and the Asset Representations Reviewer. Asset Representations Reviewer means Clayton Fixed Income Services LLC, a Delaware limited liability company. Asset Review means, for any Asset Review Notice, the performance by the Asset Representations Reviewer of each Asset Test stated in Schedule A to the Asset Representations Review Agreement for each Asset Review Receivable. Asset Review Notice means the notice from the Trustee to the Asset Representations Reviewer and the Servicer directing the Asset Representations Reviewer to perform an Asset Review under Section 3.4 of the Asset Representations Review Agreement. Asset Review Receivable means, for any Asset Review, each Receivable that is not a Liquidated Receivable and which the related Obligor failed to make at least 90% of the related Scheduled Receivables Payment by the date on which it was due and, as of the last day of the Collection Period prior to the date the related Asset Review Notice was delivered, remained unpaid for 60 days or more from the original payment due date. Asset Test means, for an Asset Review, each Test, as defined in the Asset Representations Review Agreement, in Schedule A to the Asset Representations Review Agreement to be performed by the Asset Representations Reviewer on the related Asset Review Receivables. Available Funds means, with respect to any Distribution Date, the sum of (i) the Collected Funds for the related Collection Period, (ii) all Purchase Amounts deposited in the Trust Accounts during the related Collection Period, plus Investment Earnings with respect to the Trust Accounts for the related Collection Period, (iii) following the acceleration of the Notes pursuant to Section 5.2 of the Indenture, the amount of money or property collected pursuant to Section 5.3 of the Indenture since the preceding Distribution Date by the Trust Collateral Agent for di

Definitions from Collateral Agent

INDENTURE, dated as of August 3, 2016, between AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2016-3, a Delaware statutory trust (the Issuer), and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the Trustee) and Trust Collateral Agent (in such capacity, the Trust Collateral Agent).

Definitions. Except as otherwise specified herein, the following terms have the respective meanings set forth below for all purposes of this Indenture. Act has the meaning specified in Section 11.3(a). Affiliate means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, control when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. A Person shall not be deemed to be an Affiliate of any person solely because such other Person has the contractual right or obligation to manage such Person unless such other Person controls such Person through equity ownership or otherwise. Authorized Officer means, with respect to the Issuer and the Servicer, any officer or agent acting pursuant to a power of attorney of the Owner Trustee or the Servicer, as applicable, who is authorized to act for the Owner Trustee or the Servicer, as applicable, in matters relating to the Issuer and who is identified on the list of Authorized Officers delivered by each of the Owner Trustee and the Servicer to the Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter). Basic Documents means this Indenture, the Certificate of Trust, the Trust Agreement (as amended), the Purchase Agreement, the Sale and Servicing Agreement, the Lockbox Account Agreement, the Lockbox Processing Agreement, the Underwriting Agreement, the Asset Representations Review Agreement and other documents and certificates delivered in connection therewith. Benefit Plan Entity has the meaning specified in Section 2.4. Benefit Plan Investor has the meaning specified in Section 2.4. Book Entry Notes means a beneficial interest in the Notes, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.10. Business Day means any day other than a Saturday, a Sunday, legal holiday or other day on which commercial banking institutions located in Wilmington, Delaware, Fort Worth, Texas, New York, New York or any other location of any successor Servicer, successor Owner Trustee or successor Trust Collateral Agent are authorized or obligated by law, executive order or governmental decree to be closed. Certificate means a trust certificate evidencing the beneficial interest of a Certificateholder in the Trust. Certificateholder means the Person in whose name a Certificate is registered on the Certificate Register. Certificate of Trust means the certificate of trust of the Issuer substantially in the form of Exhibit B to the Trust Agreement. Class A Notes means the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes. Class A-1 Interest Rate means 0.75000% per annum (computed on the basis of a 360-day year and the actual number of days in the related Interest Period). Class A-1 Notes means the Class A-1 0.75000% Asset Backed Notes, substantially in the form of Exhibit A-1. Class A-2 Notes means the Class A-2-A Notes and the Class A-2-B Notes. Class A-2-A Interest Rate means 1.37% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months). Class A-2-A Notes means the Class A-2-A 1.37% Asset Backed Notes, substantially in the form of Exhibit A-2-A. Class A-2-B Interest Rate means the greater of (i) LIBOR plus 0.56% per annum and (ii) 0.00% (computed on the basis of a 360-day year and the actual number of days in the related Interest Period). Class A-2-B Notes means the Class A-2-B Floating Rate Asset Backed Notes, substantially in the form of Exhibit A-2-B. Class A-3 Interest Rate means 1.46% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months). Class A-3 Notes means the Class A-3 1.46% Asset Backed Notes, substantially in the form of Exhibit A-3. Class B Interest Rate means 1.80% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months). Class B Notes means the Class B 1.80% Asset Backed Notes, substantially in the form of Exhibit B. Class C Interest Rate means 2.24% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months). Class C Notes means the Class C 2.24% Asset Backed Notes, substantially in the form of Exhibit C. Class D Interest Rate means 2.71% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months). Class D Notes means the Class D 2.71% Asset Backed Notes, substantially in the form of Exhibit D. Class E Interest Rate means 0.00% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months). Class E Notes means the Class E 0.00% Asset Backed Notes, substantially in the form of Exhibit E. Clearing Agency means an organization registered as a clear

Definitions from Indenture

INDENTURE, dated as of August 10, 2016, between TOYOTA AUTO RECEIVABLES 2016-C OWNER TRUST, a Delaware statutory trust (the "Issuer"), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as indenture trustee and not in its individual capacity and as Securities Intermediary (the "Indenture Trustee").

Definitions. Except as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Trust Agreement, the Sale and Servicing Agreement and the Securities Account Control Agreement, as the case may be, for all purposes of this Indenture. Except as otherwise provided in this Agreement, whenever used herein the following words and phrases, unless the context otherwise requires, shall have the following meanings: "Action" has the meaning specified in Section 11.03(a). "Authorized Officer" means (i) with respect to the Owner Trustee, any officer of the Owner Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuer identified as such on any list of Authorized Officers delivered by the Owner Trustee to the Indenture Trustee, (ii) with respect to the Administrator, any Vice President or more senior officer of the Administrator who is authorized to act for the Administrator in matters relating to the Issuer and identified as such on any list of Authorized Officers delivered by the Administrator to the Indenture Trustee and (iii) with respect to the Issuer, any Authorized Officer of the Owner Trustee or, for so long as the Administration Agreement is in effect, any Authorized Officer of the Administrator. "Collateral" has the meaning specified in the Granting Clause of this Indenture. "Controlling Class" means (a) the Outstanding Class A Notes and (b) if no Class A Notes are Outstanding, the Outstanding Class B Notes. "Corporate Trust Office" means the principal office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of execution of this Agreement is located at 60 Wall Street, 16th Floor, Mail Stop NYC60-1625, New York, New York 10005, Attn: Asset Backed Securities Unit - Toyota Auto Receivables 2016-C Owner Trust, with a copy to: Mark DiGiacomo, CCTS, Vice President, Deutsche Bank National Trust Company, Alternative Structured Finance Services, 100 Plaza One, 6th Floor, Jersey City, NJ 07311-3901, MS: JCY03-0699, or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders, the Issuer and the Administrator, or the principal corporate trust office of any successor Indenture Trustee at the address designated by such successor Indenture Trustee by notice to the Noteholders, the Issuer and the Administrator. "Default" means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default. "Definitive Notes" has the meaning specified in Section 2.10. "Executive Officer" means, with respect to any corporation, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice President, any Vice President, the Secretary or the Treasurer of such corporation; and with respect to any partnership, any general partner thereof. "Grant" means mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create, and grant a lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to this Indenture. A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto. "Holder" or "Noteholder" means the Person in whose name a Note is registered on the Note Register. "Indenture Trustee" means Deutsche Bank Trust Company Americas, a New York banking corporation, as Indenture Trustee under this Indenture, or any successor Indenture Trustee under this Indenture. "Independent" means, when used with respect to any specified Person, that the Person is in fact independent of the Seller, the Servicer, the Administrator, the Issuer or any other obligor on the Notes or any Affiliate of any of the foregoing Persons because, among other things, such Person (a) is not an employee, officer or director or otherwise controlled thereby or under common control therewith, (b) does not have any direct financial interest or any material indirect financial interest therein (whether as holder of securities thereof or party to contract therewith or otherwise) and (c) is not and has not within the preceding twelve months been a promoter, underwriter, trustee, partner, director or person performing similar functions therefo