October 15, 2014 Uses in Definitions Clause

Definitions from Membership Interest Purchase Agreement

This Membership Interest Purchase Agreement (this "Agreement"), dated as of October 12, 2015 (the "Effective Date"), is entered into by and between Casper Crude to Rail Holdings, LLC, a Delaware limited liability company ("Seller") and USDP CCR LLC, a Delaware limited liability company ("Buyer").

Definitions. As used in this Agreement, the following capitalized terms have the meanings set forth below:"Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, the Company shall not be deemed to be an Affiliate of the Buyer or any of its Affiliates."Affiliate Payables" has the meaning given to it in Section 6.01(c)."Agreement" has the meaning given to it in the preamble."Allocation Schedule" has the meaning given to it in Section 6.04(f)."Arrow" means Modern Material Services, LLC d/b/a Arrow Material Services."Asserted Liability" has the meaning given to it in Section 11.05(a)."Assets" of any Person means all properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible and wherever situated), including the goodwill related thereto, operated, owned or leased by such Person, including Equity Interests and Real Property."Assignment Agreement" means an assignment of the Company Interests substantially in the form of Exhibit A, evidencing the assignment and transfer to Buyer of the Company Interests."Base Purchase Price" has the meaning given to it in Section 2.02."Business" means the development, ownership and operation by the Company of the Terminal Facilities and any other business or activities conducted by the Company that are incidental thereto."Business Day" means a day other than Saturday, Sunday or any day on which banks located in the State of New York are authorized or obligated to close."Business Employees" has the meaning given to it in Section 6.14."Buyer" has the meaning given to it in the preamble."Buyer's Auditor" has the meaning given to it in Section 6.12(b)."CCR Pipeline" has the meaning given to it in Section 3.02(d)."Charter Documents" means with respect to any Person that is not a natural person, the articles of incorporation or organization, memorandum of association, articles of association and by-laws, the limited partnership agreement, the partnership agreement or the limited liability company agreement or such other organizational documents of such Person which establish the legal personality of such Person."Claim" means any demand, claim, action, investigation or Proceeding."Claims Notice" has the meaning given to it in Section 11.05(a)."Closing" has the meaning given to it in Section 2.03."Closing Date" means the date on which Closing occurs."Code" means the United States Internal Revenue Code of 1986."Cogent" means Cogent Energy Solutions, LLC, a Delaware limited liability company."Commercial Counterparties" has the meaning set forth in Section 3.21."Company" has the meaning given to it in the recitals."Company Interests" has the meaning given to it in the recitals."Competitive Business" means a business, facility or Person (other than the Company or CCR Pipeline) that is engaged in (i) the Business, (ii) a business substantially similar to the Business or (iii) the business of owning and operating loading, unloading, handling, terminaling or transportation services for any grades of biofuels, crude oil, condensate or other liquid hydrocarbons; provided, however, that neither (x) the existing rail hub located in Cheyenne, Wyoming, as operated by Wyoming Operating Company, LLC and Cogent and their Affiliates as of the date of this Agreement (and consistent with past practice), nor (y) the existing rail operations located in Casper, Wyoming, as operated by CTRAN and its Affiliates as of the date of this Agreement (and consistent with past practice), which for the avoidance of doubt shall not be expanded to include the handling of crude oil, nor (z) the leasing of track, the handling of frac sands, the distribution and transloading of pipes and casings and the handling and transloading of ethanol and petroleum based fracturing fluids by CTRAN, shall be deemed a Competitive Business. "Condemnation Value" has the meaning set forth in Section 9.01(a)."Confidentiality Agreement" means that certain Confidentiality Agreement between USD Group LLC and Stonepeak Advisors LLC, dated as of July 16, 2015."Contract" means any written contract, lease, license, evidence of indebtedness, mortgage, indenture, purchase order, binding bid, letter of credit, security agreement or arrangement."Covered Person" has the meaning given to it in Section 3.18."CTRAN" means CTRAN, LLC, a Wyoming limited liability company."Due Diligence Information" has the meaning given to it in Section 5.08(b)."Effective Date" has the meaning given to it in the preamble."Employers" has the meaning given to it in Section

Definitions from Construction Loan Agreement

THIS CONSTRUCTION LOAN AGREEMENT (the "Agreement") is made to be effective January 22, 2015, by and among IRET-71 FRANCE, LLC, a North Dakota limited liability company ("Borrower"), each Lender which may from time to time become a party to this Agreement and PNC BANK, NATIONAL ASSOCIATION, as administrative agent and as a Lender.

Definitions. The following terms mean as defined below unless the context clearly requires otherwise: "Additional Equity Contribution" means any amount required to be deposited by Borrower with Agent (and to be advanced to pay costs of the Project) in order to balance the Loan pursuant to Section 4.27. "Administrative Questionnaire" means an Administrative Questionnaire in a form supplied by Agent. "Affiliate" as to any Person means any other Person which (a) directly or indirectly Controls, is Controlled by, or is under common Control with such Person, (b) beneficially owns or holds 5% or more of any class of the voting or other equity interests of such Person, or (c) owns or holds 5% or more of the voting stock or other equity interests beneficially owned or held, directly or indirectly, by such Person. "Agent" means PNC Bank, National Association and its successors and assigns, acting as administrative agent for the Lenders. "Agent's Fee" means as defined in Section 9.12. "Agent's Letter" means as defined in Section 9.12. "Agreement" means as defined in the preamble to this Agreement. "Annual Budgets and Business Plan" means the annual operating and capital budget for any Post-Foreclosure Entity, which budget must contain and set forth, among other items, budgeted minimum additional capital contributions of the members of such Post-Foreclosure Entity, a detailed business plan which sets forth the permissible activities of the Post-Foreclosure Entity, a schedule of projected operating cash flow (including itemized operating revenues, costs and expenses and a schedule of projected operating deficits, if any) and a description of any proposed capital expenditures, including projected sources of funds, dates for commencement and completion of the same. "Annual Statements" means as defined in Section 8.8. "Anti-Terrorism Laws" means any Laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering or bribery, and any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws, all as amended, supplemented or replaced from time to time. "Appraisal" means a written appraisal subject to Agent's customary appraisal requirements and prepared by an independent appraiser engaged by Agent at Borrower's sole cost and expense, in compliance with all applicable regulatory requirements. "Appraised Value" means, as of any date of determination, the "as-is" or "as/stabilized" dollar value of the Project, as applicable, as determined by an Appraisal of the Project, which Appraisal was prepared not more than ninety (90) days prior to such date of determination. "Approved Fund" means any Fund administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. "Architect" means Pope Architects, Inc. or such other architect as may be expressly consented to or approved by Agent in writing prior to Borrower's engagement of such other architect. "Architect's Agreement" means, individually and collectively (i) that certain Standard Form of Agreement Between Owner and Architect dated June 1, 2013, entered into between Borrower and the Architect, together with all exhibits and attachments thereto, with respect to the architectural design services for Building A, (ii) that certain Standard Form of Agreement Between Owner and Architect dated June 6, 2014, entered into between Borrower and the Architect, together with all exhibits and attachments thereto, with respect to the architectural design services for Building B and (iii) that certain Standard Form of Agreement Between Owner and Architect dated August 1, 2014, entered into between Borrower and the Architect, together with all exhibits and attachments thereto, with respect to the architectural design services for Building C. "Assignment and Assumption" means an assignment and assumption entered into by a Lender and an Eligible Assignee with the consent of any party whose consent is required by Section 11.9 and accepted by Agent, substantially in the form of Exhibit 11.9. "Assignment of Management Agreements" means collectively, one or more collateral assignments of the Management Agreements, dated as of the date hereof, by and between the Borrower and Agent, and the consent thereto of the Property Managers, as the same may be amended, replaced or supplemented from time to time. "Assignment of Construction and Development Documents" means that certain Assignment of Construction and Development Documents dated of even date herewith from Borrower to Agent, as the same may be amended, replaced or supplemented from time to time. "Assignment of Leases and Rents" means that certain Assignment of Leases and Rents of even date herewith from Borrower to Agent, as the same may be amended, replaced or supplemented from time to time. "Authorized Officer" means those Persons authorized to execute notices, reports and other documents for the benefit o

Definitions from Purchase and Sale Agreement

This PURCHASE AND SALE AGREEMENT (this "Agreement"), dated as of November 4, 2014 (the "Effective Date") is made and entered into by and between NRG Wind LLC, a Delaware limited liability company ("Seller"), and NRG Yield Operating LLC, a Delaware limited liability company ("Purchaser"). Seller and Purchaser are referred to, collectively, as the "Parties" and each, individually, as a "Party." Capitalized terms used herein shall have the meanings set forth in Section 1.01.

Definitions. As used in this Agreement, the following defined terms have the meanings indicated below:"Acquired Interests" has the meaning set forth in the Recitals."Acquisition Closing Date" means April 1, 2014."Acquisition Proposal" has the meaning set forth in Section 11.11."Action or Proceeding" means any action, suit, proceeding, arbitration or investigation by or before any Governmental Authority."Affiliate" of a specified Person means any other Person that directly or indirectly through one or more intermediaries Controls, is Controlled by or is under common Control with the Person specified. For the purposes of this Agreement, NRG Energy, Inc. and its direct or indirect subsidiaries, including Seller, Laredo HoldCo, Tapestry HoldCo and the Subsidiaries shall not be considered "Affiliates" of NRG Yield, Inc. and its direct or indirect subsidiaries, including Purchaser."Aggregate Net Working Capital" means (without duplication) the sum of the net working capital of Laredo HoldCo or Tapestry HoldCo, as applicable, as determined in accordance with the methodology used in the preparation of Aggregate Target Net Working Capital set forth on Exhibit C, and otherwise in accordance with GAAP as of 12:01 A.M. (Eastern time) on the Closing Date. In the event the Closing does not occur on the last day of a month, then each item included as a proration item on Exhibit C and included in the calculation of Aggregate Net Working Capital shall be prorated to the extent applicable as of the Closing Date by multiplying the amount of each such item for the full calendar month by a fraction, the numerator of which is the number of days elapsed from and including the first day of the month in which the Closing Date occurs to but excluding the Closing Date, and the denominator of which is the total number of days in such month, provided that to the extent items may be determined on a daily basis, such amounts will be allocated on a daily basis."Aggregate Target Net Working Capital Amount" means the sum of the Aggregate Laredo Target Net Working Capital Amount and the Aggregate Tapestry Target Net Working Capital Amount."Aggregate Laredo Target Net Working Capital Amount" means two million six hundred forty thousand dollars ($2,640,000), calculated as set forth on Exhibit C."Aggregate Tapestry Target Net Working Capital Amount" means eleven million eight hundred six thousand dollars ($11,806,000), calculated as set forth on Exhibit C."Agreement" means this Purchase and Sale Agreement and the exhibits, the appendices and the Disclosure Schedules, as any of the same shall be amended or supplemented from time to time."Apportioned Obligations" has the meaning set forth in Section 9.01(a)."Assignment of Membership Interests" means the Assignment of Membership Interests, in substantially the form of Exhibit A attached hereto."Balance Sheet Date" has the meaning set forth in Section 3.21."Base Purchase Price" has the meaning set forth in Section 2.02."Buffalo Bear" has the meaning set forth in the Recitals."Business Day" means a day other than Saturday, Sunday or any day on which banks located in the State of New York are authorized or obligated to close."Cap" has the meaning set forth in Section 11.04(c)."Casualty Loss" has the meaning set forth in Section 5.06."Closing" has the meaning set forth in Section 2.03(a)."Closing Date" is the date on which the transactions contemplated hereunder are consummated."Closing Date Aggregate Net Working Capital Adjustment Amount" has the meaning set forth in Section 2.04(a)."Code" means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder."Company Contracts" has the meaning set forth in Section 3.13(a)."Consequential Damages" has the meaning set forth in Section 13.15."Constitutive Documents" means the certificates of formation and the limited liability company agreements, as amended (if applicable) of Laredo HoldCo, Tapestry HoldCo and each of the Subsidiaries, specifically, the certificate of conversion of Laredo HoldCo from a Delaware corporation to a Delaware limited liability company dated as of February 25, 2014, and the second amended and restated limited liability company agreement of Laredo HoldCo, dated May 30, 2014; the certificate of formation of Laredo Ridge, dated as of March 14, 2007, and the fourth amended and restated limited liability company agreement of Laredo Ridge, dated February 25, 2014; the certificate of formation of Tapestry HoldCo, dated as of September 26, 2011, and the limited liability company agreement of Tapestry HoldCo, dated September 26, 2011; the articles of organization of Buffalo Bear, dated as of July 27, 2005, and the third amended and restated limited liability company agreement of Buffalo Bear, dated November 1, 2011; the certificate of formation of Pinnacle, dated as of December 1, 2004, and the third amended and restated limited liability company agreement of Pinnacle, dated November 1, 2004; and the articles of o

Definitions from Registration Rights Agreement

This Registration Rights Agreement dated October 15, 2014 (this Agreement) is entered into by and among Keysight Technologies, Inc., a Delaware corporation (the Company), Agilent Technologies, Inc., a Delaware corporation (the Guarantor), and Citigroup Global Markets Inc., Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives (collectively, the Representatives) of the several purchasers named in Schedule 1 to the Purchase Agreement (as defined below) (the Initial Purchasers).

Definitions. As used in this Agreement, the following terms shall have the following meanings: Base Indenture shall mean the Indenture, dated as of October 15, 2014 between the Company and the Trustee. Business Day shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to be closed. broker-dealer shall mean any broker or dealer registered with the SEC under the Exchange Act. Closing Date shall mean the date on which the Securities are initially issued. Company shall have the meaning set forth in the preamble. Exchange Act shall mean the Securities Exchange Act of 1934, as amended from time to time. Exchange Dates shall have the meaning set forth in Section 2(a)(ii) hereof.

Definitions from Registration Rights Agreement

This Registration Rights Agreement dated October 15, 2014 (this Agreement) is entered into by and among Keysight Technologies, Inc., a Delaware corporation (the Company), Agilent Technologies, Inc., a Delaware corporation (the Guarantor), and Citigroup Global Markets Inc., Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives (collectively, the Representatives) of the several purchasers named in Schedule 1 to the Purchase Agreement (as defined below) (the Initial Purchasers).

Definitions. As used in this Agreement, the following terms shall have the following meanings: Base Indenture shall mean the Indenture, dated as of October 15, 2014 between the Company and the Trustee. Business Day shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to be closed. broker-dealer shall mean any broker or dealer registered with the SEC under the Exchange Act. Closing Date shall mean the date on which the Securities are initially issued. Company shall have the meaning set forth in the preamble. Exchange Act shall mean the Securities Exchange Act of 1934, as amended from time to time. Exchange Dates shall have the meaning set forth in Section 2(a)(ii) hereof.

Definitions from Registration Rights Agreement

This Agreement is made pursuant to the Purchase Agreement, which provides for the sale by the Company to the Initial Purchasers of $1,050,000,000 aggregate principal amount of the Companys 7.25% Senior Notes due 2022 (the Notes). The proceeds from the sale of the Notes will be deposited into an escrow account pursuant to the provisions of an Escrow and Security Agreement dated as of the date hereof (the Escrow Agreement) among the Company, U.S. Bank National Association, as trustee and U.S. Bank National Association, as escrow agent and securities intermediary. Upon satisfaction of certain conditions set forth in the Escrow Agreement, the Notes will be guaranteed (such guarantees, together with the Notes, the Securities) by certain subsidiaries of the Company (the Guarantors) as required by the Purchase Agreement, at which time the Guarantors will also execute a joinder to this Agreement in the form of Exhibit A hereto (the RRA Joinder Agreement). In order to induce the Initial Purchas

Definitions. As used in this Agreement, the following capitalized defined terms shall have the following meanings: 1933 Act shall mean the Securities Act of 1933, as amended from time to time. 1934 Act shall mean the Securities Exchange Act of 1934, as amended from time to time. Additional Interest shall have the meaning set forth in Section 2(d). Business Day shall have the meaning set forth in the Indenture. Closing Date shall mean the Closing Date as defined in the Purchase Agreement. Company shall have the meaning set forth in the preamble and shall also include the Companys successors. Exchange Dates shall have the meaning set forth in Section 2(a). Exchange Offer shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof. Exchange Offer Registration shall mean a registration under the 1933 Act effected pursuant to Section 2(a) hereof. Exchange Offer Registration Statement shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. Exchange Securities shall mean securities issued by the Company pursuant to the Indenture containing terms substantially identical to the Securities issued on the date of this Agreement (except that (i) such Exchange Securities will be registered under the 1933 Act and will not be subject to transfer restrictions or bear the Private Placement Legend (as defined in the Indenture) or a restricted CUSIP number, and (ii) the provisions relating to Additional Interest will be eliminated) and to be offered to Holders of Registrable Securities in exchange therefor pursuant to the Exchange Offer. Freely Transferable shall mean, with respect to any Security, the time at which (i) such Security may be sold to the public pursuant to Rule 144 under the 1933 Act by a Person that is not an affiliate (as defined in Rule 144 under the 1933 Act) of the Company without regard to any of the conditions specified therein and (ii) such Security does not bear any restrictive legends relating to the 1933 Act and does not bear a restricted CUSIP number. Guarantors has the meaning set forth in the preamble and shall also include each Guarantors successors. Holder shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term Holder shall include Participating Broker-Dealers. indemnified party shall have the meaning set forth in Section 5(c). indemnifying party shall have the meaning set forth in Section 5(c). Indenture shall mean the Indenture relating to the Securities dated as of October 15, 2014 between the Company and U.S. Bank National Association, as trustee, and as the same may be amended from time to time in accordance with the terms thereof. Initial Purchasers shall have the meaning set forth in the preamble. Issuer FWP shall have the meaning set forth in Section 5(a). Majority Holders shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or any of its affiliates (as such term is defined in Rule 405 under the 1933 Act) (other than the Initial Purchasers or subsequent Holders of Registrable Securities if such subsequent holders are deemed to be such affiliates solely by reason of their holding of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount. Participating Broker-Dealer shall have the meaning set forth in Section 4(a). Person shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. Purchase Agreement shall have the meaning set forth in the preamble. Prospectus shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including all material incorporated by reference therein. Registrable Securities shall mean the Securities; provided, however, that the Securities shall cease to be Registrable Securities (i) when a Registration Sta

Definitions from Amended and Restated Trust Agreement

AMENDED AND RESTATED TRUST AGREEMENT, dated as of October 15, 2014, by and between TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company, as depositor, and WELLS FARGO DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Owner Trustee, amending and restating in its entirety the Trust Agreement dated as of June 10, 2014 (the "Original Trust Agreement"), by and between TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company, as depositor and WELLS FARGO DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as owner trustee, and herein referred to as the "Trust Agreement" or this "Agreement."

Definitions. Except as otherwise specified herein or if the context may otherwise require, capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Sale and Servicing Agreement and the Indenture for all purposes of this Trust Agreement. 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: "Administration Agreement" means the Administration Agreement dated as of October 15, 2014, by and among the Trust, as issuer, TMCC, as Administrator, and the Indenture Trustee, pursuant to which TMCC undertakes to perform certain of the duties and obligations of the Trust and the Owner Trustee hereunder, under the Sale and Servicing Agreement and under the Indenture. "Administrator" means TMCC acting in its capacity as Administrator under the Administration Agreement. "Agreement" means this Amended and Restated Trust Agreement, as the same may be amended and supplemented from time to time. "Basic Documents" means the Receivables Purchase Agreement, this Agreement, the Certificate of Trust, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Securities Account Control Agreement, the Note Depository Agreement and the other documents and certificates delivered in connection herewith and therewith. "Benefit Plan" means an "employee benefit plan" as defined in Section 3(3) of ERISA, which is subject to the provisions of Title I of ERISA, a "plan" described in and subject to Section 4975 of the Code, an entity whose underlying assets include "plan assets" by reason of an employee benefit plan's or plan's investment in the entity, or any other employee benefit plan

Definitions from Receivables Purchase Agreement

RECEIVABLES PURCHASE AGREEMENT, dated as of October 15, 2014, between TOYOTA MOTOR CREDIT CORPORATION, a California corporation, as seller (the "Seller"), and TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company, as purchaser (the "Purchaser").

Definitions. Whenever used in this Agreement, the following words and phrases shall have the following meanings: "Agreement" shall mean this Receivables Purchase Agreement and all amendments hereof and supplements hereto. "Amount Financed" in respect of a Receivable means the aggregate amount advanced under such Receivable toward the purchase price of the related Financed Vehicle and any related costs, including but not limited to accessories, insurance premiums, service and warranty contracts and other items customarily financed as part of retail passenger car, minivan, light-duty truck or sport utility vehicle installment sales contracts. "Annual Percentage Rate" or "APR" of a Receivable means the annual rate of finance charges specified in such Receivable. "Basic Documents" means this Receivables Purchase Agreement, the Trust Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Securities Account Control Agreement and the other documents and certificates delivered in connection herewith and therewith. "Closing Date" shall mean October 15, 2014. "Cutoff Date" shall mean the close of business on August 31, 2014. "Dealer Recourse" means, with respect to a Receivable, all recourse rights against the Dealer that originated the Receivable, and any successor Dealer, in respect of breaches of

Definitions from Form of Receivables Purchase Agreement

RECEIVABLES PURCHASE AGREEMENT, dated as of October 15, 2014, between TOYOTA MOTOR CREDIT CORPORATION, a California corporation, as seller (the "Seller"), and TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company, as purchaser (the "Purchaser").

Definitions. Whenever used in this Agreement, the following words and phrases shall have the following meanings: "Agreement" shall mean this Receivables Purchase Agreement and all amendments hereof and supplements hereto. "Amount Financed" in respect of a Receivable means the aggregate amount advanced under such Receivable toward the purchase price of the related Financed Vehicle and any related costs, including but not limited to accessories, insurance premiums, service and warranty contracts and other items customarily financed as part of retail passenger car, minivan, light-duty truck or sport utility vehicle installment sales contracts. "Annual Percentage Rate" or "APR" of a Receivable means the annual rate of finance charges specified in such Receivable. "Basic Documents" means this Receivables Purchase Agreement, the Trust Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Securities Account Control Agreement and the other documents and certificates delivered in connection herewith and therewith. "Closing Date" shall mean October 15, 2014. "Cutoff Date" shall mean the close of business on August 31, 2014. "Dealer Recourse" means, with respect to a Receivable, all recourse rights against the Dealer that originated the Receivable, and any successor Dealer, in respect of breaches of

Definitions from Amended and Restated Trust Agreement

AMENDED AND RESTATED TRUST AGREEMENT, dated as of October 15, 2014, by and between TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company, as depositor, and WELLS FARGO DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Owner Trustee, amending and restating in its entirety the Trust Agreement dated as of June 10, 2014 (the "Original Trust Agreement"), by and between TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company, as depositor and WELLS FARGO DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as owner trustee, and herein referred to as the "Trust Agreement" or this "Agreement."

Definitions. Except as otherwise specified herein or if the context may otherwise require, capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Sale and Servicing Agreement and the Indenture for all purposes of this Trust Agreement. 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: "Administration Agreement" means the Administration Agreement dated as of October 15, 2014, by and among the Trust, as issuer, TMCC, as Administrator, and the Indenture Trustee, pursuant to which TMCC undertakes to perform certain of the duties and obligations of the Trust and the Owner Trustee hereunder, under the Sale and Servicing Agreement and under the Indenture. "Administrator" means TMCC acting in its capacity as Administrator under the Administration Agreement. "Agreement" means this Amended and Restated Trust Agreement, as the same may be amended and supplemented from time to time. "Basic Documents" means the Receivables Purchase Agreement, this Agreement, the Certificate of Trust, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Securities Account Control Agreement, the Note Depository Agreement and the other documents and certificates delivered in connection herewith and therewith. "Benefit Plan" means an "employee benefit plan" as defined in Section 3(3) of ERISA, which is subject to the provisions of Title I of ERISA, a "plan" described in and subject to Section 4975 of the Code, an entity whose underlying assets include "plan assets" by reason of an employee benefit plan's or plan's investment in the entity, or any other employee benefit plan