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 meaning set forth in Section 6.4. "Business Day" means a day of the year other than (i) Saturday or Sunday or (ii) any other day on which commercial banks in New York, New York or the city or cities in which the offices of the Collateral Agent and Custodian are located are authorized or required by Applicable Law, regulation or executive order to close. "Collateral Agent" has the meaning set forth in the first paragraph of this Agreement. "Company" has the meaning set forth in the first paragraph of this Agreement. "Confidential Information" means any databases, computer programs, screen formats, screen designs, report formats, interactive design techniques, and other similar or related information that may be furnished to the Company by the Custodian from time to time pursuant to this Agreement. "Custodian" has the meaning set forth in the first paragraph of this Agreement. "Document Custodian" means the Custodian when acting in the role of a document custodian hereunder. "Eligible Securities Depository" has the meaning set forth in Section (b)(1) of Rule 17f-7 under the 1940 Act. "Excepted Persons" has the meaning set forth in Section 24.1. "Federal Reserve Bank Book-Entry System" means a depository and securities transfer system operated by the Federal Reserve Banks of the United States on which are eligible to be held all United States Government direct obligation bills, notes and bonds. "Loan and Security Agreement" means the Loan and Security Agreement, dated as of December 2, 2015, among the Company, the Servicer, the Transferor, the Administrative Agent and the Lenders party thereto (as the same may be amended from time to time in accordance with the terms thereof). "Loan Asset Register" means a register (which may be in physical or electronic form and readily identifiable as the loan asset register) in which will be recorded (i) the amount of each Noteless Loan Asset, (ii) the amount of any principal or interest due and payable or to become due and payable from the Obligor thereunder, (iii) the amount of any sum in respect of such Noteless Loan Asset received from the Obligor, (iv) the date of origination of such Noteless Loan Asset and (v) the maturity date of such Noteless Loan Asset. "Notice of Exclusive Control" has the meaning set forth in Section 3.4(f). "Proper Instructions" means instructions (including Trade Confirmations) received by the Custodian in form acceptable to it, from an Authorized Person purporting to act on behalf of the Company, the Servicer, the Collateral Agent or the Administrative Agent, as the case may be, which has designated such person an Authorized Person, in any of the following forms acceptable to the Custodian: (a) in writing signed by the Authorized Person (and delivered by hand, by mail, by overnight courier or by telecopier); (b) by electronic mail from an Authorized Person; (c) such other means as may be agreed upon in writing from time to time by the Custodian and the party giving such instructions. 2 "Review Criteria" has the meaning set forth in Section 3.3(c). "Securities" means, collectively, the (i) investments, including Loan Assets, acquired by the Company, Pledged to the Collateral Agent, for the benefit of the Secured Parties, and delivered to the Custodian by the Company from time to time during the term of, and pursuant to the terms of, this Agreement and (ii) all dividends in kind (e.g., non-cash dividends) from the investments described in clause (i), all of which shall be in U.S. denomination. "Securities Account" means a segregated trust account (account number 84455300) to be established at the Custodian, which account shall be designated the "CCT Tokyo Funding LLC, as the Borrower, subject to the Lien of Sumitomo Mitsui Banking Corporation, as the Collateral Agent, for the benefit of the Secured Parties, pursuant to Loan and Servicing Agreement dated as of December 2, 2015—Securities Custody Account". "Securities Custodian" means the Custodian when acting in the role of a securities custodian hereunder. "Securities Depository" means The Depository Trust Company and any other clearing agency registered with the Securities and Exchange Commission under Section 17A of the Securities Exchange Act of 1934, as amended (the "1934 Act"), which acts as a system for the central handling of Securities where all Securities of any particular class or series of an issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of the Securities. "Securities System" means the Federal Reserve Book-Entry System, a clearing agency which acts as a Securities Depository, or another book entry system for the central handling of securities (including an Eligible Securities Depository). "Servicer" has the meaning set forth in the first paragraph of this Agreement. "Trade Confirmation" means a confirmation to the Custodian from the Company of the Company's acquisition of, and Pledge to the Collateral Agent of, a Loan Asset, and setting forth applicable information with respect to such Loan Asset, which confirmation may be in such form as may be agreed to by the Custodian, the Collateral Agent and the Company (or the Servicer on its behalf) from time to time. "Transferor" has the meaning set forth in the first paragraph of this Agreement.View More
Defined Terms. For purposes of this Agreement, the following capitalized terms shall have the meanings specified in this Section 1.1 unless the context requires otherwise.
Defined Terms. All terms contained in this First Supplemental Indenture shall, except as specifically provided herein or except as the context may otherwise require, have the meanings given to such terms in the Indenture.
