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

Accounting and Reports to the Holders. Certificateholder, the Internal Revenue Service and Others. The Delaware Trustee shall deliver to the Certificateholders (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, such information as may be required to enable the Certificateholder to prepare its Federal and state income tax returns. Consistent with the Trust’s characterization for Federal income tax purposes, so long as there is only one Certificateholder, as a disregarded entity, no Federal income tax return shall be filed on behalf of the Trust unless either (a) the Trust, the Indenture Trustee, the Delaware Trustee, the Depositor and, if different, the Certificateholder receive an opinion of counsel based on a change in applicable law occurring after the date hereof that the Code requires such a filing; (b) 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 the Trust is required to file tax returns, the Delaware Trustee shall elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Financed Student Loans. The Delaware Trustee shall, if there is more than one Certificateholder or if it is otherwise required to file a return in accordance with the immediately preceding sentence, prepare or cause to be prepared any tax returns required to be filed by the Trust consistent with maintaining its characterization, for Federal income tax purposes, as set forth in Section 2.06 hereof and make such elections as may from time to time be required 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 Certificateholders at least five days before such returns are due to be filed. The Certificateholders, or any other such party required by law, shall promptly sign such returns and deliver such returns after signature to the Delaware Trustee and such returns shall be filed by, or at the direction of, the Delaware Trustee with the appropriate tax authorities. In no event shall the Certificateholders be liable for any liabilities, costs or expenses of the Trust 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 the Certificateholder’s breach of its obligations under this Trust Agreement.

Accounting and Reports to the Holders. Certificateholder, the Internal Revenue Service and Others. The Delaware Trustee shall deliver to the Certificateholders (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, such information as may be required to enable the Certificateholder to prepare its Federal and state income tax returns. Consistent with the Trust’s 's characterization for Federal income tax purposes, so long as there is only one Certificateholder, as a disregarded entity, no Federal income tax return shall be filed on behalf of the Trust unless either (a) the Trust, the Indenture Trustee, the Delaware Trustee, the Depositor Sponsor and, if different, the Certificateholder receive an opinion of counsel based on a change in applicable law occurring after the date hereof that the Code requires such a filing; (b) the Internal Revenue Service shall determine that the Trust is required to file such a return; or (c) there should be more than one CertificateholderBeneficial Owner of Certificates. In the event that the Trust is required to file tax returns, the Delaware Trustee shall elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Financed Student Loans. The Delaware Trustee shall, if there is more than one Certificateholder or if it is otherwise required to file a return in accordance with the immediately preceding sentence, prepare or cause to be prepared any tax returns required to be filed by the Trust consistent with maintaining its characterization, for Federal income tax purposes, as set forth in Section 2.06 hereof and make such elections as may from time to time be required 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 Certificateholders at least five days before such returns are due to be filed. The Certificateholders, or any other such party required by law, shall promptly sign such returns and deliver such returns after signature to the Delaware Trustee and such returns shall be filed by, or at the direction of, the Delaware Trustee with the appropriate tax authorities. In no event shall the Certificateholders be liable for any liabilities, costs or expenses of the Trust 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 the Certificateholder’s 's breach of its obligations under this Trust Agreement.

Accounting and Reports to the Holders. Certificateholder, the Internal Revenue Service and Others. The Delaware Trustee shall deliver to the Certificateholders (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, such information as may be required to enable the Certificateholder to prepare its Federal and state income tax returns. Consistent with the Trust’s characterization for Federal income tax purposes, so long as there is only one Certificateholder, as a disregarded entity, no Federal income tax return shall be filed on behalf of the Trust unless either (a) the Trust, the Indenture Trustee, the Delaware Trustee, the Depositor Sponsor and, if different, the Certificateholder receive an opinion of counsel based on a change in applicable law occurring after the date hereof that the Code requires such a filing; (b) the Internal Revenue Service shall determine that the Trust is required to file such a return; or (c) there should be more than one CertificateholderBeneficial Owner of Certificates. In the event that the Trust is required to file tax returns, the Delaware Trustee shall elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Financed Student Loans. The Delaware Trustee shall, if there is more than one Certificateholder or if it is otherwise required to file a return in accordance with the immediately preceding sentence, prepare or cause to be prepared any tax returns required to be filed by the Trust consistent with maintaining its characterization, for Federal income tax purposes, as set forth in Section 2.06 hereof and make such elections as may from time to time be required 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 Certificateholders at least five days before such returns are due to be filed. The Certificateholders, or any other such party required by law, shall promptly sign such returns and deliver such returns after signature to the Delaware Trustee and such returns shall be filed by, or at the direction of, the Delaware Trustee with the appropriate tax authorities. In no event shall the Certificateholders be liable for any liabilities, costs or expenses of the Trust 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 the Certificateholder’s breach of its obligations under this Trust Agreement.