Common use of Accounting and Reports to the Certificateholder Clause in Contracts

Accounting and Reports to the Certificateholder. the Internal Revenue Service and Others. The Owner Trustee shall deliver to the Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be necessary to enable the Certificateholder to prepare its federal and state income tax returns. Consistent with the Trust's characterization for tax purposes as a disregarded entity so long as the Seller or any other Person is the sole beneficial owner of the Trust, no federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall receive an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer by a selling Certificateholder permitted by Section 11.03, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust (including the treatment of any class of Notes as a beneficial ownership in the Trust pursuant to a final determination of the Internal Revenue Service or a court), the Owner Trustee shall inform the Indenture Trustee in writing of such event, (x) the Administrator, on behalf of the Trust shall prepare or shall cause to be prepared federal and, if applicable, state or local partnership tax returns required to be filed by the Trust (using the calendar year or its fiscal year, or such other taxable year as may be required by the Code) and shall remit such returns to the Seller for signature (or if the Seller no longer owns the Certificate, to the Seller to the extent its tax liability is affected thereby and otherwise to the successor Certificateholder owning the largest percentage interest in the Certificates) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained for each beneficial owner in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such beneficial owner's share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Seller (or such successor Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator, on behalf of the Trust and such returns shall be filed by the Administrator, on behalf of the Trust with the appropriate tax authorities. In the event that a "tax matters partner" (within the meaning of Code Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Seller is hereby designated as tax matters partner or, if the Seller is not the Certificateholder, the Seller to the extent its tax liability is affected thereby and otherwise the successor Certificateholder owning the largest percentage interest in the Certificates, shall be designated as tax matters partner. In no event shall the Owner Trustee, the Administrator or the Seller (or such designee Certificateholder, as applicable) be liable for any liabilities, costs or expenses of the Trust or the Noteholders arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith) except for any such liability, cost or expense attributable to any act or omission by the Owner Trustee, the Administrator or the Seller (or such designee Certificateholder as applicable), as the case may be, in breach of its obligations under this Agreement. Unless otherwise instructed by a majority in interest of the Certificateholders, none of the Owner Trustee, the Administrator, or the Seller shall elect, or shall cause an election to be made on behalf of the Trust, under (i) Section 1278 of the Code to accrue its market discount income currently or (ii) Section 754 of the Code.

Accounting and Reports to the Certificateholder. the Internal Revenue Service and Others. The Owner Trustee shall deliver to the Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be necessary to enable the Certificateholder each Owner to prepare its federal and state income tax returns. Consistent with the Trust's characterization for tax purposes as a disregarded entity security arrangement for the issuance of non-recourse debt so long as the Seller Transferor or any other Person is the sole beneficial beneficiary owner of the Trust, no federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall receive an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer by a selling Certificateholder the Company permitted by Section 11.0310.03, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust (including the treatment of any class of Notes as a beneficial ownership in the Trust pursuant to a final determination of the Internal Revenue Service or a court)Trust, the Owner Trustee shall inform the Indenture Trustee in writing of such event, (x) the Administrator, on behalf of the Trust Owner Trustee shall prepare or shall cause to be prepared federal and, if applicable, state or local partnership tax returns required to be filed by the Trust (using the calendar year or its fiscal year, or such other taxable year as may be required by the Code) and shall remit such returns to the Seller for signature Transferor (or if the Seller Transferor no longer owns the Certificate, to the Seller Transferor to the extent its tax liability is affected thereby and otherwise to the successor Certificateholder owning the largest percentage interest in the CertificatesCertificateholder) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained for each beneficial owner in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such beneficial owner's share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Seller Transferor (or such successor Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator, on behalf of the Trust Owner Trustee and such returns shall be filed by the Administrator, on behalf of the Trust Owner Trustee with the appropriate tax authorities. In the event TRUST AND SERVICING AGREEMENT that a "tax matters partner" (within the meaning of Code Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Seller Transferor is hereby designated as tax matters partner or, if the Seller Transferor is not the Certificateholder, the Seller Transferor to the extent its tax liability is affected thereby and otherwise the successor Certificateholder owning the largest percentage interest in the CertificatesCertificateholder, shall be designated as tax matters partner. In no event shall the Owner Trustee, the Administrator Trustee or the Seller Transferor (or such designee Certificateholder, as applicable) be liable for any liabilities, costs or expenses of the Trust or the Noteholders arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith) except for any such liability, cost or expense attributable to any act or omission by the Owner Trustee, the Administrator Trustee or the Seller Transferor (or such designee Certificateholder as applicable), as the case may be, in breach of its obligations under this Agreement. Unless otherwise instructed by a majority in interest of the Certificateholders, none of the Owner Trustee, the Administrator, or the Seller shall elect, or shall cause an election to be made on behalf of the Trust, under (i) Section 1278 of the Code to accrue its market discount income currently or (ii) Section 754 of the Code.

Accounting and Reports to the Certificateholder. the Internal Revenue Service and Others. The Owner Delaware Trustee shall deliver to the CertificateholderCertificateholders (and to each Person who was a Certificateholder at any time during the applicable calendar year), as may be required by the Code and applicable Treasury Regulations, or such information as may be requested by such Certificateholder, such information, reports or statements as may be necessary required to enable the Certificateholder to prepare its federal Federal and state income tax returns. Consistent with the Trust's ’s characterization for Federal income tax purposes purposes, so long as there is only one Certificateholder, as a disregarded entity so long as the Seller or any other Person is the sole beneficial owner of the Trustentity, no federal Federal income tax return shall be filed on behalf of the Trust unless either (ia) the Owner Trustee shall Trust, the Indenture Trustee, the Delaware Trustee, the Depositor and, if different, the Certificateholder receive an Opinion opinion of Counsel that, counsel based on a change in applicable law occurring after the date hereof, or as a result of a transfer by a selling Certificateholder permitted by Section 11.03, hereof that the Code requires such a filing or filing; (iib) the Internal Revenue Service shall determine that the Trust is required to file such a return; or (c) there should be more than one Certificateholder. In the event that there the Trust is required to file tax returns, the Delaware Trustee shall be two or more beneficial owners elect under Section 1278 of the Trust (including Code to include in income currently any market discount that accrues with respect to the treatment of any class of Notes as Financed Eligible Loans. The Delaware Trustee shall, if there is more than one Certificateholder or if it is otherwise required to file a beneficial ownership return in accordance with the Trust pursuant to a final determination of the Internal Revenue Service or a court)immediately preceding sentence, the Owner Trustee shall inform the Indenture Trustee in writing of such event, (x) the Administrator, on behalf of the Trust shall prepare or shall cause to be prepared federal and, if applicable, state or local partnership any tax returns required to be filed by the Trust (using the calendar year or consistent with maintaining its fiscal yearcharacterization, or for Federal income tax purposes, as set forth in Section 2.06 hereof and make such other taxable year elections as may from time to time be required by the Code) and or appropriate under any applicable state or Federal statute or rule or regulation thereunder so as to maintain such characterization. The Delaware Trustee shall remit such returns to the Seller for signature (or if the Seller no longer owns the Certificate, to the Seller to the extent its tax liability is affected thereby and otherwise to the successor Certificateholder owning the largest percentage interest in the Certificates) Certificateholders at least (5) five days before such returns are due to be filed, and (y) capital accounts shall be maintained for each beneficial owner in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such beneficial owner's share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Seller (Certificateholders, or any other such successor Certificateholderparty required by law, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator, on behalf of the Trust Delaware Trustee and such returns shall be filed by by, or at the Administratordirection of, on behalf of the Trust Delaware Trustee with the appropriate tax authorities. In the event that a "tax matters partner" (within the meaning of Code Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Seller is hereby designated as tax matters partner or, if the Seller is not the Certificateholder, the Seller to the extent its tax liability is affected thereby and otherwise the successor Certificateholder owning the largest percentage interest in the Certificates, shall be designated as tax matters partner. In no event shall the Owner Trustee, the Administrator or the Seller (or such designee Certificateholder, as applicable) Certificateholders be liable for any liabilities, costs or expenses of the Trust or the Noteholders arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith) ), except for any such liability, cost or expense attributable to any act or omission by the Owner Trustee, the Administrator or the Seller (or such designee Certificateholder as applicable), as the case may be, in Certificateholder’s breach of its obligations under this Trust Agreement. Unless otherwise instructed by a majority in interest of the Certificateholders, none of the Owner Trustee, the Administrator, or the Seller shall elect, or shall cause an election to be made on behalf of the Trust, under (i) Section 1278 of the Code to accrue its market discount income currently or (ii) Section 754 of the Code.

Accounting and Reports to the Certificateholder. the Owners, The Internal Revenue Service and And Others. The Owner Trustee shall deliver to each Owner [and the Certificateholder, Securities Insurer,] as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, Owner [and the Securities Insurer,] such information, reports or statements as may be necessary to enable the Certificateholder each Owner to prepare its federal and state income tax returns. Consistent with the Trust's characterization for tax purposes as a disregarded entity security arrangement for the issuance of non-recourse debt so long as the Seller Company or any other Person is the sole beneficial owner of the TrustOwner, no federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee [and the Securities Insurer] shall receive an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer by a selling Certificateholder the Company permitted by Section 11.033.4, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust (including the treatment of any class of Notes as a beneficial ownership in the Trust pursuant to a final determination of the Internal Revenue Service or a court)Trust, the Owner Trustee shall inform the Indenture Trustee [and the Securities Insurer] in writing of such event, (x) the Administrator, on behalf of the Trust Owner Trustee shall prepare or shall cause to be prepared federal and, if applicable, state or local partnership tax returns required to be filed by the Trust (using the calendar year or its fiscal year, or such other taxable year as may be required by the Code) and shall remit such returns to the Seller for signature Company (or if the Seller Company no longer owns any Residual Interest Certificates, the Certificate, Owner designated for such purpose by the Company to the Seller to the extent its tax liability is affected thereby and otherwise to the successor Certificateholder owning the largest percentage interest Owner Trustee in the Certificateswriting) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained for each Owner (or beneficial owner owner) in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Owner's (or beneficial owner's 's) share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Seller Company (or such successor Certificateholderdesignee Owner, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator, on behalf of the Trust Owner Trustee and such returns shall be filed by the Administrator, on behalf of the Trust Owner Trustee with the appropriate tax authorities. In the event that a "tax matters partner" (within the meaning of Code Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Seller Company is hereby designated as tax matters partner or, if the Seller Company is not the Certificateholderan Owner, the Seller to Owner selected by a majority of the extent its tax liability is affected thereby and otherwise the successor Certificateholder owning the largest percentage interest in the Certificates, Owners (by Percentage Interest) shall be designated as tax matters partner. In no event shall the Owner Trustee, the Administrator Trustee or the Seller Company (or such designee CertificateholderOwner, as applicable) be liable for any liabilities, costs or expenses of the Trust or the Noteholders arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith) except for any such liability, cost or expense attributable to any act or omission by the Owner Trustee, the Administrator Trustee or the Seller Company (or such designee Certificateholder Owner, as applicable), as the case may be, in breach of its obligations under this Agreement. Unless otherwise instructed by a majority in interest of the Certificateholders, none of the Owner Trustee, the Administrator, or the Seller shall elect, or shall cause an election to be made on behalf of the Trust, under (i) Section 1278 of the Code to accrue its market discount income currently or (ii) Section 754 of the Code.

Accounting and Reports to the Certificateholder. the Internal Revenue Service and Others. The Owner Trustee shall deliver to the Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be necessary to enable the Certificateholder to prepare its federal and state income tax returns. Consistent with the Trust's characterization for tax purposes as a disregarded entity security arrangement for the issuance of non-recourse debt so long as the Seller or any other Person is the sole beneficial owner of the Trust, no federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall receive an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer by a selling Certificateholder permitted by Section 11.03, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust (including the treatment of any class of Notes as a beneficial ownership in the Trust pursuant to a final determination of the Internal Revenue Service or a court)Trust, the Owner Trustee shall inform the Indenture Trustee in writing of such event, (x) the Administrator, on behalf of the Trust shall prepare or shall cause to be prepared federal and, if applicable, state or local partnership tax returns required to be filed by the Trust (using the calendar year or its fiscal year, or such other taxable year as may be required by the Code) and shall remit such returns to the Seller for signature (or if the Seller no longer owns the Certificate, to the Seller to the extent its tax liability is affected thereby and otherwise to the successor Certificateholder owning the largest percentage interest in the CertificatesCertificateholder) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained for each beneficial owner in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such beneficial owner's share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Seller (or such successor Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator, on behalf of the Trust and such returns shall be filed by the Administrator, on behalf of the Trust with the appropriate tax authorities. In the event that a "tax matters partner" (within the meaning of Code Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Seller is hereby designated as tax matters partner or, if the Seller is not the Certificateholder, the Seller to the extent its tax liability is affected thereby and otherwise the successor Certificateholder owning the largest percentage interest in the CertificatesCertificateholder, shall be designated as tax matters partner. In no event shall the Owner Trustee, the Administrator or the Seller (or such designee Certificateholder, as applicable) be liable for any liabilities, costs or expenses of the Trust or the Noteholders arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith) except for any such liability, cost or expense attributable to any act or omission by the Owner Trustee, the Administrator or the Seller (or such designee Certificateholder as applicable), as the case may be, in breach of its obligations under this Agreement. Unless otherwise instructed by a majority in interest of the Certificateholders, none of the Owner Trustee, the Administrator, or the Seller shall elect, or shall cause an election to be made on behalf of the Trust, under (i) Section 1278 of the Code to accrue its market discount income currently or (ii) Section 754 of the Code.

Accounting and Reports to the Certificateholder. the Internal Revenue Service and Others. The Owner Trustee shall deliver to the Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be necessary to enable the Certificateholder to prepare its federal and state income tax returns. Consistent with the Trust's characterization for tax purposes as a disregarded entity so long as the Seller or any other Person is the sole beneficial owner of the Trust, no federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall receive an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer by a selling Certificateholder permitted by Section 11.03, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust (including the treatment of any class of Notes as a beneficial ownership in the Trust pursuant to a final determination of the Internal Revenue Service or a court), the Owner Trustee shall inform the Indenture Trustee in writing of such event, (x) the Administrator, on behalf of the Trust shall prepare or shall cause to be prepared federal and, if applicable, state or local partnership tax returns required to be filed by the Trust (using the calendar year or its fiscal year, or such other taxable year as may be required by the Code) and shall remit such returns to the Seller for signature (or if the Seller no longer owns the Certificate, to the Seller to the extent its tax liability is affected thereby and otherwise to the successor Certificateholder owning the largest percentage interest in the CertificatesCertificateholder) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained for each beneficial owner in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such beneficial owner's share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Seller (or such successor Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator, on behalf of the Trust and such returns shall be filed by the Administrator, on behalf of the Trust with the appropriate tax authorities. In the event that a "tax matters partner" (within the meaning of Code Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Seller is hereby designated as tax matters partner or, if the Seller is not the Certificateholder, the Seller to the extent its tax liability is affected thereby and otherwise the successor Certificateholder owning the largest percentage interest in the CertificatesCertificateholder, shall be designated as tax matters partner. In no event shall the Owner Trustee, the Administrator or the Seller (or such designee Certificateholder, as applicable) be liable for any liabilities, costs or expenses of the Trust or the Noteholders arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith) except for any such liability, cost or expense attributable to any act or omission by the Owner Trustee, the Administrator or the Seller (or such designee Certificateholder as applicable), as the case may be, in breach of its obligations under this Agreement. Unless otherwise instructed by a majority in interest of the Certificateholders, none of the Owner Trustee, the Administrator, or the Seller shall elect, or shall cause an election to be made on behalf of the Trustmade, under (i) Section 1278 of the Code to accrue its market discount income currently or (ii) Section 754 of the Code.

Accounting and Reports to the Certificateholder. the Internal Revenue Service and Others. The Owner Trustee shall deliver to the Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be necessary to enable the Certificateholder each Owner to prepare its federal and state income tax returns. Consistent with the Trust's characterization for tax purposes as a disregarded entity security arrangement for the issuance of non-recourse debt so long as the Seller or any other Person is the sole beneficial beneficiary owner of the Trust, no federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall receive an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer by a selling Certificateholder the Company permitted by Section 11.03, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust (including the treatment of any class of Notes as a beneficial ownership in the Trust pursuant to a final determination of the Internal Revenue Service or a court)Trust, the Owner Trustee shall inform the Indenture Trustee in writing of such event, (x) the Administrator, on behalf of the Trust Owner Trustee shall prepare or shall cause to be prepared federal and, if applicable, state or local partnership tax returns required to be filed by the Trust (using the calendar year or its fiscal year, or such other taxable year as may be required by the Code) and shall remit such returns to the Seller for signature (or if the Seller no longer owns the Certificate, to the Seller to the extent its tax liability is affected thereby and otherwise to the successor Certificateholder owning the largest percentage interest in the CertificatesCertificateholder) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained for each beneficial owner in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such beneficial owner's share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Seller (or such successor Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator, on behalf of the Trust Owner Trustee and such returns shall be filed by the Administrator, on behalf of the Trust Owner Trustee with the appropriate tax authorities. In the event that a "tax matters partner" (within the meaning of Code Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Seller is hereby designated as tax matters partner or, if the Seller is not the Certificateholder, the Seller to the extent its tax liability is affected thereby and otherwise the successor Certificateholder owning the largest percentage interest in the CertificatesCertificateholder, shall be designated as tax matters partner. In no event shall the Owner Trustee, the Administrator Trustee or the Seller (or such designee Certificateholder, as applicable) be liable for any liabilities, costs or expenses of the Trust or the Noteholders arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith) except for any such liability, cost or expense attributable to any act or omission by the Owner Trustee, the Administrator Trustee or the Seller (or such designee Certificateholder as applicable), as the case may be, in breach of its obligations under this Agreement. Unless otherwise instructed by a majority in interest of the Certificateholders, none of the Owner Trustee, the Administrator, or the Seller shall elect, or shall cause an election to be made on behalf of the Trust, under (i) Section 1278 of the Code to accrue its market discount income currently or (ii) Section 754 of the Code.

Accounting and Reports to the Certificateholder. the Internal Revenue Service and OWNERS, THE INTERNAL REVENUE SERVICE AND Others. The Owner Trustee shall deliver to the Certificateholdereach Owner, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such CertificateholderOwner, such information, reports or statements as may be necessary to enable the Certificateholder each Owner to prepare its federal and state income tax returns. Consistent with the Trust's characterization for tax purposes as a disregarded entity security arrangement for the issuance of non-recourse debt so long as the Seller Company or any other Person is the sole beneficial owner of the TrustOwner, no federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall receive an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer by a selling Certificateholder the Company permitted by Section 11.03SECTION 3.4, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust (including the treatment of any class of Notes as a beneficial ownership in the Trust pursuant to a final determination of the Internal Revenue Service or a court)Trust, the Owner Trustee shall inform the Indenture Trustee in writing of such event, (x) the Administrator, on behalf of the Trust Owner Trustee shall prepare or shall cause to be prepared federal and, if applicable, state or local partnership tax returns required to be filed by the Trust (using the calendar year or its fiscal year, or such other taxable year as may be required by the Code) and shall remit such returns to the Seller for signature Company (or if the Seller Company no longer owns any Residual Interest Certificates, the Certificate, Owner designated for such purpose by the Company to the Seller to the extent its tax liability is affected thereby and otherwise to the successor Certificateholder owning the largest percentage interest Owner Trustee in the Certificateswriting) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained for each Owner (or beneficial owner owner) in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Owner's (or beneficial owner's 's) share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Seller Company (or such successor Certificateholderdesignee Owner, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator, on behalf of the Trust Owner Trustee and such returns shall be filed by the Administrator, on behalf of the Trust Owner Trustee with the appropriate tax authorities. In the event that a "tax matters partner" (within the meaning of Code Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Seller Company is hereby designated as tax matters partner or, if the Seller Company is not the Certificateholderan Owner, the Seller to Owner selected by a majority of the extent its tax liability is affected thereby and otherwise the successor Certificateholder owning the largest percentage interest in the Certificates, Owners (by Percentage Interest) shall be designated as tax matters partner. In no event shall the Owner Trustee, the Administrator Trustee or the Seller Company (or such designee CertificateholderOwner, as applicable) be liable for any liabilities, costs or expenses of the Trust or the Noteholders arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith) except for any such liability, cost or expense attributable to any act or omission by the Owner Trustee, the Administrator Trustee or the Seller Company (or such designee Certificateholder Owner, as applicable), as the case may be, in breach of its obligations under this Agreement. Unless otherwise instructed by a majority in interest of the Certificateholders, none of the Owner Trustee, the Administrator, or the Seller shall elect, or shall cause an election to be made on behalf of the Trust, under (i) Section 1278 of the Code to accrue its market discount income currently or (ii) Section 754 of the Code.

Accounting and Reports to the Certificateholder. Owners, -------------------------------------------------------- the Internal Revenue Service and Others. The Owner Trustee shall deliver to --------------------------------------- each Owner [and the CertificateholderSecurities Insurer], as may be required by the Code and applicable Treasury Regulations, or as may be requested by such CertificateholderOwner [and the Securities Insurer], such information, reports or statements as may be necessary to enable the Certificateholder each Owner to prepare its federal and state income tax returns. Consistent with the Trust's characterization for tax purposes as a disregarded entity security arrangement for the issuance of non-recourse debt so long as the Seller Company or any other Person is the sole beneficial owner of the TrustOwner, no federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee [and the Securities Insurer] shall receive an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer by a selling Certificateholder the Company permitted by Section 11.033.4, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust (including the treatment of any class of Notes as a beneficial ownership in the Trust pursuant to a final determination of the Internal Revenue Service or a court)Trust, the Owner Trustee shall inform the Indenture Trustee [and the Securities Insurer] in writing of such event, (x) the Administrator, on behalf of the Trust Owner Trustee shall prepare or shall cause to be prepared federal and, if applicable, state or local partnership tax returns required to be filed by the Trust (using the calendar year or its fiscal year, or such other taxable year as may be required by the Code) and shall remit such returns to the Seller for signature Company (or if the Seller Company no longer owns any Residual Interest Certificates, the Certificate, Owner designated for such purpose by the Company to the Seller to the extent its tax liability is affected thereby and otherwise to the successor Certificateholder owning the largest percentage interest Owner Trustee in the Certificateswriting) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained for each Owner (or beneficial owner owner) in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Owner's (or beneficial owner's 's) share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Seller Company (or such successor Certificateholderdesignee Owner, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator, on behalf of the Trust Owner Trustee and such returns shall be filed by the Administrator, on behalf of the Trust Owner Trustee with the appropriate tax authorities. In the event that a "tax matters partner" (within the meaning of Code Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Seller Company is hereby designated as tax matters partner or, if the Seller Company is not the Certificateholderan Owner, the Seller to Owner selected by a majority of the extent its tax liability is affected thereby and otherwise the successor Certificateholder owning the largest percentage interest in the Certificates, Owners (by Percentage Interest) shall be designated as tax matters partner. In no event shall the Owner Trustee, the Administrator Trustee or the Seller Company (or such designee CertificateholderOwner, as applicable) be liable for any liabilities, costs or expenses of the Trust or the Noteholders arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith) except for any such liability, cost or expense attributable to any act or omission by the Owner Trustee, the Administrator Trustee or the Seller Company (or such designee Certificateholder Owner, as applicable), as the case may be, in breach of its obligations under this Agreement. Unless otherwise instructed by a majority in interest of the Certificateholders, none of the Owner Trustee, the Administrator, or the Seller shall elect, or shall cause an election to be made on behalf of the Trust, under (i) Section 1278 of the Code to accrue its market discount income currently or (ii) Section 754 of the Code.

Accounting and Reports to the Certificateholder. the Internal Revenue Service and OthersTHE INTERNAL REVENUE SERVICE AND OTHERS. The Owner Trustee shall deliver to the Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be necessary to enable the Certificateholder to prepare its federal and state income tax returns. Consistent with the Trust's characterization for tax purposes as a disregarded entity so long as the Seller Transferor or any other Person is the sole beneficial owner of the Trust, no federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall receive an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer by a selling Certificateholder permitted by Section 11.0311.04, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust (including the treatment of any class of Notes as a beneficial ownership in the Trust pursuant to a final determination of the Internal Revenue Service or a court), the Owner Trustee shall inform the Indenture Trustee in writing of such event, (x) the Administrator, on behalf of the Trust shall prepare or shall cause to be prepared federal and, if applicable, state or local partnership tax returns required to be filed by the Trust (using the calendar year or its fiscal year, or such other taxable year as may be required by the Code) and shall remit such returns to the Seller Transferor for signature (or if the Seller Transferor no longer owns the Certificate, to the Seller Transferor to the extent its tax liability is affected thereby and otherwise to the successor Certificateholder owning the largest percentage interest in the Certificates) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained for each beneficial owner in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such beneficial owner's share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Seller Transferor (or such successor Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator, on behalf of the Trust and such returns shall be filed by the Administrator, on behalf of the Trust with the appropriate tax authorities. In the event that a "tax matters partner" (within the meaning of Code Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Seller Transferor is hereby designated as tax matters partner or, if the Seller Transferor is not the Certificateholder, the Seller Transferor to the extent its tax liability is affected thereby and otherwise the successor Certificateholder owning the largest percentage interest in the Certificates, shall be designated as tax matters partner. In no event shall the Owner Trustee, the Administrator or the Seller Transferor (or such designee Certificateholder, as applicable) be liable for any liabilities, costs or expenses of the Trust or the Noteholders arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith) except for any such liability, cost or expense attributable to any act or omission by the Owner Trustee, the Administrator or the Seller Transferor (or such designee Certificateholder as applicable), as the case may be, in breach of its obligations under this Agreement. Unless otherwise instructed by a majority in interest of the Certificateholders, none of the Owner Trustee, the Administrator, or the Seller Transferor shall elect, or shall cause an election to be made on behalf of the Trust, under (i) Section 1278 of the Code to accrue its market discount income currently or (ii) Section 754 of the Code.

Accounting and Reports to the Certificateholder. the Internal Revenue Service and Others. The Owner Trustee shall deliver to the Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be necessary to enable the Certificateholder to prepare its federal and state income tax returns. Consistent with the Trust's characterization for tax purposes as a disregarded entity security arrangement for the issuance of non-recourse debt so long as the Seller or any other Person is the sole beneficial owner of the Trust, no federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall receive an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer by a selling Certificateholder permitted by Section 11.03, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust (including the treatment of any class of Notes as a beneficial ownership in the Trust pursuant to a final determination of the Internal Revenue Service or a court)Trust, the Owner Trustee shall inform the Indenture Trustee in writing of such event, (x) the Administrator, on behalf of the Trust shall prepare or shall cause to be prepared federal and, if applicable, state or local partnership tax returns required to be filed by the Trust (using the calendar year or its fiscal year, or such other taxable year as may be required by the Code) and shall remit such returns to the Seller for signature (or if the Seller no longer owns the Certificate, to the Seller to the extent its tax liability is affected thereby and otherwise to the successor Certificateholder owning the largest percentage interest in the CertificatesCertificateholder) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained for each beneficial owner in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such beneficial owner's share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Seller (or such successor Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator, on behalf of the Trust and such returns shall be filed by the Administrator, on behalf of the Trust with the appropriate tax authorities. In the event that a "tax matters partner" (within the meaning of Code Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Seller is hereby designated as tax matters partner or, if the Seller is not the Certificateholder, the Seller to the extent its tax liability is affected thereby and otherwise the successor Certificateholder owning the largest percentage interest in the CertificatesCertificateholder, shall be designated as tax matters partner. In no event shall the Owner Trustee, the Administrator or the Seller (or such designee Certificateholder, as applicable) be liable for any liabilities, costs or expenses of the Trust or the Noteholders arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith) except for any such liability, cost or expense attributable to any act or omission by the Owner Trustee, the Administrator or the Seller (or such designee Certificateholder as applicable), as the case may be, in breach of its obligations under this Agreement. Unless otherwise instructed by a majority in interest of the Certificateholders, none of the Owner Trustee, the Administrator, or the Seller shall elect, or shall cause an election to be made on behalf of the Trustmade, under (i) Section 1278 of the Code to accrue its market discount income currently or (ii) Section 754 of the Code.

Accounting and Reports to the Certificateholder. the Internal Revenue Service and OthersOWNERS, THE INTERNAL REVENUE SERVICE AND OTHERS. The Owner Trustee shall deliver to each Owner [and the Certificateholder, Securities Insurer,] as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, Owner [and the Securities Insurer,] such information, reports or statements as may be necessary to enable the Certificateholder each Owner to prepare its federal and state income tax returns. Consistent with the Trust's characterization for tax purposes as a disregarded entity security arrangement for the issuance of non-recourse debt so long as the Seller Company or any other Person is the sole beneficial owner of the TrustOwner, no federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee [and the Securities Insurer] shall receive an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer by a selling Certificateholder the Company permitted by Section 11.03SECTION 3.4, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust (including the treatment of any class of Notes as a beneficial ownership in the Trust pursuant to a final determination of the Internal Revenue Service or a court)Trust, the Owner Trustee shall inform the Indenture Trustee [and the Securities Insurer] in writing of such event, (x) the Administrator, on behalf of the Trust Owner Trustee shall prepare or shall cause to be prepared federal and, if applicable, state or local partnership tax returns required to be filed by the Trust (using the calendar year or its fiscal year, or such other taxable year as may be required by the Code) and shall remit such returns to the Seller for signature Company (or if the Seller Company no longer owns any Residual Interest Certificates, the Certificate, Owner designated for such purpose by the Company to the Seller to the extent its tax liability is affected thereby and otherwise to the successor Certificateholder owning the largest percentage interest Owner Trustee in the Certificateswriting) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained for each Owner (or beneficial owner owner) in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Owner's (or beneficial owner's 's) share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Seller Company (or such successor Certificateholderdesignee Owner, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator, on behalf of the Trust Owner Trustee and such returns shall be filed by the Administrator, on behalf of the Trust Owner Trustee with the appropriate tax authorities. In the event that a "tax matters partner" (within the meaning of Code Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Seller Company is hereby designated as tax matters partner or, if the Seller Company is not the Certificateholderan Owner, the Seller to Owner selected by a majority of the extent its tax liability is affected thereby and otherwise the successor Certificateholder owning the largest percentage interest in the Certificates, Owners (by Percentage Interest) shall be designated as tax matters partner. In no event shall the Owner Trustee, the Administrator Trustee or the Seller Company (or such designee CertificateholderOwner, as applicable) be liable for any liabilities, costs or expenses of the Trust or the Noteholders arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith) except for any such liability, cost or expense attributable to any act or omission by the Owner Trustee, the Administrator Trustee or the Seller Company (or such designee Certificateholder Owner, as applicable), as the case may be, in breach of its obligations under this Agreement. Unless otherwise instructed by a majority in interest of the Certificateholders, none of the Owner Trustee, the Administrator, or the Seller shall elect, or shall cause an election to be made on behalf of the Trust, under (i) Section 1278 of the Code to accrue its market discount income currently or (ii) Section 754 of the Code.