Exhibit 10.43
EXECUTION COPY
CUSTODY AGREEMENT
dated as of December 2, 2015
by and among
CCT TOKYO FUNDING LLC
("Company"),
CORPORATE CAPITAL TRUST, INC.
("Servicer" and "Transferor"),
SUMITOMO MITSUI BANKING CORPORATION
("Collateral Agent" and "Administrative Agent")
and
WELLS FARGO BANK, NATIONAL ASSOCIATION
("Custodian")
TABLE OF CONTENTS
Page
1.
DEFINITIONS
1
2.
APPOINTMENT OF CUSTODIAN
4
3.
DUTIES OF CUSTODIAN
4
4.
REPORTING
11
5.
DEPOSIT IN U.S. SECURITIES SYSTEMS
11
6.
CERTAIN GENERAL TERMS
12
7.
COMPENSATION OF CUSTODIAN
14
8.
RESPONSIBILITY OF CUSTODIAN
14
9.
SECURITY CODES
17
10.
TAX LAW
18
11.
EFFECTIVE PERIOD AND TERMINATION
18
12.
REPRESENTATIONS AND WARRANTIES; COVENANTS
19
13.
PARTIES IN INTEREST; NO THIRD PARTY BENEFIT
21
14.
NOTICES
21
15.
CHOICE OF LAW AND JURISDICTION
22
16.
ENTIRE AGREEMENT; COUNTERPARTS
22
17.
AMENDMENT; WAIVER
23
18.
SUCCESSOR AND ASSIGNS
23
19.
SEVERABILITY
23
20.
REQUEST FOR INSTRUCTIONS
24
21.
OTHER BUSINESS
24
22.
REPRODUCTION OF DOCUMENTS
24
23.
CONFIDENTIALITY
24
24.
MISCELLANEOUS
26
SCHEDULES
SCHEDULE A - Initial Authorized Persons
SCHEDULE B - Form of Release of Required Loan Documents
i
THIS CUSTODY AGREEMENT (this "Agreement") is dated as of December 2, 2015 and is
by and among CCT TOKYO FUNDING LLC, a Delaware limited liability company (or any
successor or permitted assign hereunder, the "Company"), CORPORATE CAPITAL
TRUST, INC., a Maryland corporation, as the servicer and as the transferor (or
any successor or permitted assign hereunder, the "Servicer" or the
"Transferor"), SUMITOMO MITSUI BANKING CORPORATION, a Japanese joint stock
corporation (or any successor or permitted assign acting as the collateral agent
or as the administrative agent hereunder, the "Collateral Agent" or the
"Administrative Agent", respectively, and "SMBC"), and WELLS FARGO BANK,
NATIONAL ASSOCIATION, a national banking association (or any successor or
permitted assign acting as custodian hereunder, the "Custodian").
RECITALS
WHEREAS, the Company, the Administrative Agent, the Collateral Agent and each of
the Lenders from time to time a party to the Loan and Servicing Agreement (as
defined below) desire to retain Wells Fargo Bank, National Association to act as
custodian;
WHEREAS, the Company, the Administrative Agent, the Collateral Agent and each of
the Lenders from time to time a party to the Loan and Servicing Agreement desire
that the Company's Securities (as defined below) and the Required Loan Documents
be held by the Custodian pursuant to this Agreement; and
NOW THEREFORE, in consideration of the mutual covenants and agreements contained
herein, the parties hereto agree as follows:
1. DEFINITIONS
1.1 Defined Terms. All capitalized terms used but not otherwise defined in this
Agreement shall have the same defined meanings as set forth in the Loan and
Servicing Agreement. In addition to terms expressly defined elsewhere herein,
the following words shall have the following meanings as used in this Agreement:
"Administrative Agent" has the meaning set forth in the first paragraph of this
Agreement.
"Agreement" means this Custody Agreement (as the same may be amended from time
to time in accordance with the terms hereof).
"Authorized Person" has the