Beneficial use means the right to possession, use, and enjoyment of property, limited only by encumbrances, easements, and restrictions of record.
Beneficial Holder A Person holding a beneficial interest in any Book-Entry Certificate as or through a DTC Participant or an Indirect DTC Participant or a Person holding a beneficial interest in any Definitive Certificate.
Issuer-Represented Limited-Use Free Writing Prospectus means any Issuer-Represented Free Writing Prospectus that is not an Issuer-Represented General Free Writing Prospectus. The term Issuer-Represented Limited-Use Free Writing Prospectus also includes any “bona fide electronic road show,” as defined in Rule 433 under the Securities Act, that is made available without restriction pursuant to Rule 433(d)(8)(ii), even though not required to be filed with the Commission.
Issuer-Represented General Free Writing Prospectus means any Issuer-Represented Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Schedule B hereto.
Rule 144A Securities means all Initial Securities offered and sold to QIBs in reliance on Rule 144A.
Issuer-Represented Free Writing Prospectus means any “issuer free writing prospectus,” as defined in Rule 433(h) of the Securities Act Regulations, relating to the Securities. The term does not include any writing exempted from the definition of prospectus pursuant to clause (a) of Section 2(a)(10) of the Securities Act, without regard to Rule 172 or Rule 173 of the Securities Act Regulations.
Rule 144A Global Certificates As defined in Section 5.02(c)(ii) of this Agreement.
Regulation S Temporary Global Note Legend means the legend set forth in Section 2.06(g)(iii) hereof.
Beneficial Interest means the opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to profit, or share in any profit derived from, a transaction in the subject Securities. A Covered Person is deemed to have a Beneficial Interest in Securities owned by members of his or her Immediate Family. Common examples of Beneficial Interest include joint accounts, spousal accounts, UTMA accounts, partnerships, trusts and controlling interests in corporations. Any uncertainty as to whether a Covered Person has a Beneficial Interest in a Security should be brought to the attention of the Compliance Officer. Such questions will be resolved in accordance with, and this definition shall be subject to, the definition of “beneficial owner” found in Rules 16a-1(a)(2) and (5) promulgated under the Securities Exchange Act of 1934.
Regulation S Securities means all Initial Securities offered and sold outside the United States in reliance on Regulation S.
Uncertificated Securities Regulations means the Uncertificated Securities Regulations 2001;
General Use Issuer Free Writing Prospectus means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being so specified in Schedule B to this Agreement.
Restricted Note Legend means a legend substantially in the form set forth in Exhibit B-1.
TAFR LLC means Toyota Auto Finance Receivables LLC, a Delaware limited liability company, or its successors.
Regulation S Global Certificates As defined in Section 5.02(c)(i) of this Agreement.
uncertificated securities means securities as defined in the Securities Services Act which are by virtue of the Companies Act transferable without a written instrument and are not evidenced by a certificate;
Initial Pledged Shares means, collectively, with respect to each Pledgor, the issued and outstanding shares of capital stock of each issuer described in Schedule 11 annexed to the Perfection Certificate together with all rights, privileges, authority and powers of such Pledgor relating to such interests in each such issuer or under any Organizational Document of each such issuer, and the certificates, instruments and agreements representing such shares of capital stock and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to the Initial Pledged Shares.
Beneficial shareholder means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.
Uncertificated Securities Register means the record of uncertificated securities administered and maintained by a Participant or Central Securities Depositary, as determined in accordance with the rules of the Central Securities Depositary.
Issuer General Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors (other than a “bona fide electronic road show,” as defined in Rule 433 (the “Bona Fide Electronic Road Show”)), as evidenced by its being specified in Schedule 2-B hereto.
Rule 144A Global Notes has the meaning set forth in Section 2.16.