Common use of ACCOUNTING AND REPORTS TO THE NOTEHOLDERS Clause in Contracts

ACCOUNTING AND REPORTS TO THE NOTEHOLDERS. THE INTERNAL REVENUE SERVICE AND OTHERS. No federal income tax return shall be filed on behalf of the Trust unless either (i) the Eligible Lender 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 the Company permitted by Section 3.01, 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 the Trust is required to file tax returns, the Eligible Lender Trustee shall prepare or shall cause to be prepared any tax returns required to be filed by the Trust and shall remit such returns to the Company at least five (5) days before such returns are due to be filed. The Company shall promptly sign such returns and deliver such returns after signature to the Eligible Lender Trustee and such returns shall be filed by the Eligible Lender Trustee with the appropriate tax authorities. In no event shall the Eligible Lender Trustee, the Company or the Seller 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 Eligible Lender Trustee, the Company or the Seller, as the case may be, in breach of its obligations under this Agreement.

ACCOUNTING AND REPORTS TO THE NOTEHOLDERS. CERTIFICATEHOLDER, THE INTERNAL REVENUE SERVICE AND OTHERS. No federal The Eligible Lender Trustee shall deliver to the holder of the Trust Certificate such information, reports or statements as may be required by the Code and applicable Treasury Regulations and as may be required to enable the holder of the Trust Certificate to prepare its Federal and state income tax returns. Consistent with the Trust's characterization for tax purposes as a disregarded entity, no Federal income tax return shall be filed on behalf of the Trust unless either (ia) the Trust, the Administrator, the Swap Counterparty, the Securities Insurer, the Eligible Lender Trustee shall receive Trustee, KBUSA, the Depositor and, if different, the holder of the Trust Certificate receives 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 the Company permitted by Section 3.01, hereof that the Code requires such a filing filing, or (iib) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that the Trust is required to file tax returns, the Eligible Lender 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 Eligible Lender Trustee shall prepare or shall cause to be prepared any tax returns required to be filed by the Trust and shall remit such returns to holder of the Company Trust Certificate at least five (5) days before such returns are due to be filed. The Company holder of the Trust Certificate, or any other such party required by law, shall promptly sign such returns and deliver such returns after signature to the Eligible Lender Trustee and such returns shall be filed by by, or at the direction of, the Eligible Lender Trustee with the appropriate tax authorities. In no event shall the Eligible Lender Trustee, holder of the Company Trust Certificate or the Seller KBUSA 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 the holder of the Trust Certificate's or omission by the Eligible Lender Trustee, the Company or the Seller, as the case may be, in KBUSA's breach of its obligations under this Agreement.

ACCOUNTING AND REPORTS TO THE NOTEHOLDERS. THE INTERNAL REVENUE SERVICE AND OTHERSOwners, the Internal Revenue Service and Others. No The Owner Trustee shall deliver to each Owner such information, reports or statements as may be required by the Code and applicable Treasury Regulations and as may be required to enable each Owner to prepare its federal and state income tax returns. Consistent with the Trust's characterization for tax purposes as a security arrangement for the issuance of non-recourse debt, no federal income tax return shall be filed on behalf of the Trust unless either (i) the Eligible Lender 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 the Company Depositor permitted by Section 3.013.04, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. Notwithstanding the preceding sentence, the Owner Trustee shall file Internal Revenue Service Form 8832 and elect for the Trust to be treated as a domestic eligible entity with a single owner that is disregarded as a separate entity, which election shall remain in effect so long as the Depositor or any other party is the sole Owner. In the event that the Trust is required to file tax returns, the Eligible Lender Owner Trustee shall prepare or shall cause to be prepared any tax returns required to be filed by the Trust and shall remit such returns to the Company Depositor (or if the Depositor no longer owns any Certificates, the Owner designated for such purpose by the Depositor to the Owner Trustee in writing) at least lease five (5) days before such returns are due to be filed. The Company Depositor (or such designee Owner, as applicable) shall promptly sign such returns and deliver such returns after signature to the Eligible Lender Owner Trustee and such returns shall be filed by the Eligible Lender Owner Trustee with the appropriate tax authorities. In no event shall the Eligible Lender Trustee, the Company Owner Trustee or the Seller Depositor (or such designee Owner, 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 Eligible Lender Trustee, the Company Owner Trustee or the SellerDepositor (or such designee Owner, as applicable), as the case may be, in breach of its obligations under this Agreement. In the event the Trust is required to file a tax return as a partnership, the Depositor shall be designated the "tax matters partner" of the Trust pursuant to Section 6231(a)(7)(A) of the Code and applicable Treasury Regulations.

ACCOUNTING AND REPORTS TO THE NOTEHOLDERS. THE INTERNAL REVENUE SERVICE AND OTHERS. No federal income tax return shall be filed on behalf of the Trust unless either (i) the Eligible Lender 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 the Company permitted by Section 3.01, 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 the Trust is required to file tax returns, the Eligible Lender Trustee shall prepare or shall cause to be prepared any tax returns required to be filed by the Trust and shall remit such returns to the Company at least five (5) days before such returns are due to be filed. The Company shall promptly sign such returns and deliver such returns after signature to the Eligible Lender Trustee and such returns shall be filed by the Eligible Lender Trustee with the appropriate tax authorities. In no event shall the Eligible Lender Trustee, the Company or the Seller Depositor 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 Eligible Lender Trustee, the Company or the SellerDepositor, as the case may be, in breach of its obligations under this Agreement.