Transaction Accounts. (a) GE Capital shall record on its books and records the face amount of each Letter of Credit Issued hereunder, any unpaid L/C Reimbursement Obligation, all interest accrued and unpaid thereon and any fees, costs, expenses or other Obligations that have accrued and/or become payable pursuant to this Agreement. GE Capital shall deliver to the Lead Applicant on a monthly basis a statement setting forth such record for Table of Contents the immediately preceding calendar month. Such record shall, absent manifest error, be conclusive evidence of the amount of the L/C Reimbursement Obligations and other Obligations of the Applicants. Any failure to so record or any error in doing so, or any failure to deliver such statement shall not, however, limit or otherwise affect the L/C Reimbursement Obligations or the other Obligations of the Applicants or provide the basis for any claim against GE Capital. (b) GE Capital, acting as a non-fiduciary agent of the Applicants solely for tax purposes and solely with respect to the actions described in this subsection 1.2(b), shall establish and maintain at its address referred to in Section 7.2 (or at such other address as GE Capital may notify the Lead Applicant) (A) a record of ownership (the “Register”) in which GE Capital agrees to register by book entry the interests (including any rights to receive payment hereunder) of GE Capital and each L/C Issuer in the L/C Reimbursement Obligations and the Letter of Credit Obligations, each of their obligations under this Agreement to participate in each Letter of Credit, the Letter of Credit Obligations and the L/C Reimbursement Obligations, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the name and address of each L/C Issuer (and each change thereto pursuant to Section 7.9), (2) the amount of the L/C Reimbursement Obligations due and payable or paid in respect of Letters of Credit and (3) any other payment received by GE Capital from an Applicant and its application to the Obligations. (c) Notwithstanding anything to the contrary contained in this Agreement, the L/C Reimbursement Obligations are registered obligations, the right, title and interest of each L/C Issuer and its assignees in and to such L/C Reimbursement Obligations shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein and otherwise shall be in accordance with the terms of this Agreement. This Section 1.2 and Section 7.9 shall be construed so that the L/C Reimbursement Obligations are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. (d) The Applicants, GE Capital, and the L/C Issuers shall treat each Person whose name is recorded in the Register as an L/C Issuer for all purposes of this Agreement. Information contained in the Register with respect to any L/C Issuer shall be available for access by the Applicants, the Lead Applicant, GE Capital and such L/C Issuer during normal business hours and from time to time upon at least one Business Day’s prior notice. No L/C Issuer shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such L/C Issuer unless otherwise agreed by GE Capital. Table of Contents
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Transaction Accounts. (a) GE Capital shall record on its books and records the face amount of each Letter of Credit Issued hereunder, any unpaid L/C Reimbursement Obligation, all interest accrued and unpaid thereon and any fees, costs, expenses or other Obligations that have accrued and/or become payable pursuant to this Agreement. GE Capital shall deliver to the Lead Applicant on a monthly basis a statement setting forth such record for Table of Contents the immediately preceding calendar month. Such record shall, absent manifest error, be conclusive evidence Each of the amount Collection Account and the Interest Reserve Account has been established in accordance with the Loan Agreement, and the Securities Custodian hereby agrees to maintain each such account in accordance with the terms of the L/C Reimbursement Obligations Loan Agreement so long as it is a Securities Intermediary and other Obligations of the Applicants. Any failure to so record or any error in doing so, or any failure to deliver such statement shall not, however, limit or otherwise affect the L/C Reimbursement Obligations or the other Obligations of the Applicants or provide the basis for any claim against GE Capitala Qualified Institution.
(b) GE Capital, acting as a non-fiduciary agent of The Borrower or the Applicants solely for tax purposes and solely with respect Servicer may from time to the actions described in this subsection 1.2(b), shall establish and maintain at its address referred to in Section 7.2 (or at such other address as GE Capital may notify the Lead Applicant) (A) a record of ownership (the “Register”) in which GE Capital agrees to register by book entry the interests (including any rights to receive payment hereunder) of GE Capital and each L/C Issuer in the L/C Reimbursement Obligations and the Letter of Credit Obligations, each of their obligations under this Agreement to participate in each Letter of Credit, the Letter of Credit Obligations and the L/C Reimbursement Obligations, and any assignment of any such interest, obligation or right and (B) accounts in the Register time in accordance with its usual practice the Loan Agreement establish one or more Tax Reserve Accounts, and the Securities Custodian hereby agrees to maintain any such Tax Reserve Account in which it shall record (1) accordance with the name and address of each L/C Issuer (and each change thereto pursuant to Section 7.9), (2) the amount terms of the L/C Reimbursement Obligations due Loan Agreement so long as it is a Securities Intermediary and payable or paid in respect of Letters of Credit and (3) any other payment received by GE Capital from an Applicant and its application to the Obligationsa Qualified Institution.
(c) Notwithstanding anything The Securities Custodian has established and shall maintain in the name of the Securities Custodian as entitlement holder in trust on behalf of the Borrower (subject to the contrary contained security interest therein in favor of the Facility Agent as agent for the Secured Parties) a securities account which shall be a segregated corporate trust account (the “Custody Account”) with the Securities Custodian, for the purpose of receiving and holding beneficial interests in Global Note Loans transferred to it pursuant to Section 2(a)(ii) or Section 2(b)(iv).
(d) The Securities Custodian represents, warrants and agrees that, during the term of this Agreement, the L/C Reimbursement Obligations are registered obligations, the right, title either (i) it is and interest of each L/C Issuer and its assignees will continue to be a direct participant in and hold an account with each applicable Depositary or (ii) it maintains and will continue to such L/C Reimbursement Obligations maintain a customer arrangement with a direct or indirect participant in each applicable Depositary for purposes of maintaining its eligibility to hold Global Note Loans.
(e) The Securities Custodian shall deposit to the Custody Account all Global Note Loans which may from time to time be transferable only upon notation delivered to it. The Securities Custodian shall transfer or shall cause to be transferred all proceeds received from time to time in respect of such transfer any Global Note Loans to the Collection Account. The Securities Custodian shall at all times deal with the Global Note Loans and the proceeds thereof with all reasonable care in the Register proper performance of its duties and no assignment thereof shall be effective until recorded therein and otherwise shall be in accordance with the terms of this Agreement. This Section 1.2 and Section 7.9 shall be construed so The Securities Custodian will clearly identify in its books that the L/C Reimbursement Obligations Global Note Loans are at all times maintained held in “registered form” within the meaning of Sections 163(f), 871(h)(2) trust for and 881(c)(2) on behalf of the CodeBorrower (subject to the security interest therein in favor of the Facility Agent as agent for the Secured Parties) separate and apart from the assets of any other Person, including, without limitation, the Securities Custodian, and will identify in its books that such assets are {B1749464; 6} being held subject to this Agreement. Except as expressly provided by this Agreement, the Securities Custodian shall not transfer any Global Note Loan or any interest therein to any {B1749464; 6} Person without the prior written consent of the Facility Agent or unless pursuant to a final order of a court of competent jurisdiction.
(df) The Applicants, GE Capital, Securities Custodian shall give prompt notice to the Borrower and the L/C Issuers Servicer if any Transaction Account or any funds on deposit therein or otherwise standing to the credit thereof shall treat each Person whose name is recorded in the Register as an L/C Issuer for all purposes of this Agreement. Information contained in the Register with respect become subject to any L/C Issuer writ, order, judgment, warrant or attachment, execution or similar process.
(g) The Securities Custodian is a (i) Securities Intermediary whose securities intermediary jurisdiction shall be available for access by the Applicants, the Lead Applicant, GE Capital State of New York and such L/C Issuer during normal business hours and from time to time upon at least one Business Day’s prior notice. No L/C Issuer shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such L/C Issuer unless otherwise agreed by GE Capital. Table of Contents(ii) a
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