Common use of Accounting and Reports Clause in Contracts

Accounting and Reports. to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall, based on information provided by the Depositor, (a) maintain (or cause to be maintained) the books of the Trust on the basis of a fiscal year ending December 31 and based on the accrual method of accounting, (b) deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including Schedule K-1) to enable each Certificateholder to prepare its Federal and state income tax returns, (c) file such tax returns relating to the Trust (including a partnership information return, IRS Form 1065), 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 the Trust's characterization as a partnership for Federal income tax purposes, (d) cause such tax returns to be signed in the manner required by law and (e) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee shall elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Receivables. The Owner Trustee shall not make the election provided under Section 754 of the Code. The Owner Trustee may satisfy its obligations with respect to this Section 5.5 by retaining, at the expense of the Depositor, a firm of independent public accountants (the "Accountants") chosen by the Depositor which shall perform the filing obligations of the Owner Trustee hereunder. The Accountants will provide prior to [ ], 2001, a letter in form and substance satisfactory to the Owner Trustee as to whether any Federal tax withholding on Certificates is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. The Owner Trustee shall be deemed to have discharged its obligations pursuant to this Section upon its retention of the Accountants, and the Owner Trustee shall not have any liability with respect to the default or misconduct of the Accountants.

Accounting and Reports. to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall, based on information provided by the Depositor, shall (a) maintain (or cause to be maintained) the books of the Trust on the basis of a fiscal year ending December October 31 and based on the accrual method of accounting, (b) deliver to each Certificateholder, as may be required by the Code and applicable Treasury RegulationsRegulations or otherwise, such information as may be required (including Schedule K-1) to enable each Certificateholder to prepare its Federal and state federal income tax returns, (c) file such tax returns relating to the Trust (including a partnership information return, IRS Form 1065), and make such elections as may from time to time be required or appropriate under any applicable state or Federal federal statute or rule or regulation thereunder so as to maintain the Trust's characterization as a partnership for Federal federal income tax purposes, (d) cause such tax returns to be signed in the manner required by law and (e) collect or cause to be collected any withholding tax as described in and in accordance with Section subsection 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee shall elect under Section 1278 of In preparing and filing tax returns for the Code to include in income currently any market discount that accrues with respect to the Receivables. The Owner Trustee shall not make the election provided under Section 754 of the Code. The Owner Trustee may satisfy its obligations with respect to this Section 5.5 by retainingTrust, at the expense of the Depositor, a firm of independent public accountants (the "Accountants") chosen by the Depositor which shall perform the filing obligations of the Owner Trustee hereunder. The Accountants will provide prior to [ ], 2001, a letter in form and substance satisfactory to the Owner Trustee as to whether any Federal tax withholding on Certificates is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. The Owner Trustee shall be deemed to have discharged its obligations pursuant to this Section upon its retention of the Accountants, and the Owner Trustee shall not have any liability with respect allocate taxable income of the Trust for each Monthly Period in the following manner: (A) to the default or misconduct Certificateholders, in an amount equal to the sum of (1) the product of the AccountantsPass Through Rate multiplied by the Certificate Balance as of the last day of such month, (2) the amount specified in clause (iii) of the definition of Certificateholders' Interest Distributable Amount for such Monthly Period, (3) any Trust income attributable to discount on the Receivables that corresponds to any excess of the principal amount of the Certificates over their initial issue price, and (4) any Prepayment Surplus payable to holders of the Certificates for such month; and (B) to the Seller, if and to the extent that the taxable income of the Trust for each month exceeds the amount computed under (A) above. Unless otherwise permitted or required by any applicable law or regulation, the Owner Trustee shall allocate amounts of taxable income of the Trust for a particular calendar month among the Certificateholders in proportion to the principal amount of Certificates owned by them as of the first Record Date following the end of such month.

Accounting and Reports. to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall, based on information provided by the Depositor, shall (a) maintain (or cause to be maintained) the books of the Trust on the a calendar year basis of a fiscal year ending December 31 and based on the accrual method of accounting, (b) deliver to each Certificateholder, as may be required by the Code and applicable Treasury RegulationsRegulations or otherwise, such information as may be required (including Schedule K-1) to enable each Certificateholder to prepare its Federal and state federal income tax returnsreturn, (c) file such tax returns relating to the Trust (including a partnership information return, IRS Form 1065), and make such elections as may from time to time be required or appropriate under any applicable state or Federal federal statute or rule or regulation thereunder so as to maintain the Trust's characterization as a partnership for Federal federal income tax purposes, (d) cause such tax returns to be signed in the manner required by law and (e) collect or cause to be collected any withholding tax as described in and in accordance with Section subsection 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee shall elect under Section 1278 of In preparing and filing tax returns for the Code to include in income currently any market discount that accrues with respect to the Receivables. The Owner Trustee shall not make the election provided under Section 754 of the Code. The Owner Trustee may satisfy its obligations with respect to this Section 5.5 by retainingTrust, at the expense of the Depositor, a firm of independent public accountants (the "Accountants") chosen by the Depositor which shall perform the filing obligations of the Owner Trustee hereunder. The Accountants will provide prior to [ ], 2001, a letter in form and substance satisfactory to the Owner Trustee as to whether any Federal tax withholding on Certificates is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. The Owner Trustee shall be deemed to have discharged its obligations pursuant to this Section upon its retention of the Accountants, and the Owner Trustee shall not have any liability with respect allocate taxable income of the Trust for each Collection Period in the following manner: (A) to the default or misconduct Certificateholders, an amount equal to the sum of (1) interest distributable on the Certificates on the Certificate Payment Date related to such Collection Period and (2) any Trust income attributable to discount on the Receivables that corresponds to any excess of the AccountantsCertificate Balance of the Certificates over their initial issue price; and (B) to the Seller, if and to the extent that the taxable income of the Trust for such Collection Period exceeds the amount computed under (A) above. Unless otherwise permitted or required by any applicable law or regulation, the Owner Trustee shall allocate amounts of taxable income of the Trust for a particular Collection Period among the Certificateholders in proportion to the Certificate Balance owned by them as of the Record Date for the related Certificate Payment Date.

Accounting and Reports. to the Noteholders, Certificateholders, -------------------------------------------------------------- the Internal Revenue Service and Others. The Owner Eligible Lender Trustee shall, based on information provided by the Depositor, shall (a) --------------------------------------- maintain (or cause to be maintained) the books of the Trust on the a calendar year basis of a fiscal year ending December 31 and based on the accrual method of accounting, (b) deliver (or cause to be delivered) to each CertificateholderCertificateholder (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 (including Schedule K-1) to enable each such Certificateholder to prepare its Federal and state income tax returns, (c) file (or cause to be filed) such tax returns relating to the Trust (including a partnership information return, IRS Internal Revenue Service Form 1065), 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 the Trust's characterization as a partnership for Federal income tax purposes, (d) cause such tax returns to be signed in the manner required by law and (e) collect (or cause to be collected collected) any withholding tax as described in and in accordance with Section 5.2(c5.1(c) with respect to income or distributions to Certificateholders. The Owner 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 ReceivablesTrust Student Loans. The Owner Eligible Lender Trustee shall not make the election provided under Section 754 of the Code. The Owner Trustee may satisfy its obligations with respect to this Section 5.5 by retaining, at the expense of the Depositor, a firm of independent public accountants (the "Accountants") chosen by the Depositor which shall perform the filing obligations of the Owner Trustee hereunder. The Accountants will provide prior to [ ], 2001, a letter in form and substance satisfactory to the Owner Trustee as to whether any Federal tax withholding on Certificates is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. The Owner Eligible Lender Trustee shall be deemed entitled to have discharged its obligations pursuant hire an independent accounting firm to perform the functions described in this Section upon its retention 5.4 the reasonable fees and expenses of which shall be paid by the Accountants, and the Owner Trustee shall not have any liability with respect to the default or misconduct of the AccountantsDepositor.

Accounting and Reports. to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall, based on information provided by the Depositor, (a) maintain (or cause to be maintained) the books of the Trust on the basis of a fiscal year ending December 31 and based on the accrual method of accounting, (b) Administrator shall deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information or as may be required (including Schedule K-1) requested by such Certificateholder, such information, reports or statements as may be necessary to enable each Certificateholder to prepare its Federal federal and state income tax returns, (c) file such tax returns relating to the Trust (including a partnership information return, IRS Form 1065), 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 . Consistent with the Trust's characterization for tax purposes as a partnership for Federal disregarded entity so long as the Depositor or any other Person is the sole Certificateholder, no federal income tax purposesreturn shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.04, 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, the Administrator shall inform the Indenture Trustee in writing of such event, (dx) cause such tax returns to be signed in the manner required by law and (e) collect Administrator shall prepare or shall cause to be collected prepared federal and, if applicable, state or local partnership tax returns, with all such necessary information provided to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any withholding tax as described Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee shall elect the Treasury Regulations under Section 1278 704(b) of the Code reflecting each such Certificateholder'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 Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to include in income currently any market discount the Administrator and such returns shall be filed by the Administrator with the appropriate tax authorities. In the event that accrues a "tax matters partner" (within the meaning of Code Section 6231(a)(7)) is required to be appointed with respect to the Receivables. The Owner Trustee shall Trust, the Depositor or its designee is hereby designated as tax matters partner or, if the Depositor is not make a Certificateholder, the election provided under Section 754 Certificateholder selected by a majority of the CodeCertificateholders (by Percentage Interest) shall be designated as tax matters partner. The Owner Trustee may satisfy its obligations In no event shall the Certificateholder or the Depositor (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 this Section 5.5 comply therewith) except for any such liability, cost or expense attributable to any negligent act or omission by retaining, at the expense of the Depositor, a firm of independent public accountants (the "Accountants") chosen by the Depositor which shall perform the filing obligations of the Owner Trustee hereunder. The Accountants will provide prior to [ ]or the Depositor (or such designee Certificateholder, 2001as applicable), a letter as the case may be, in form and substance satisfactory to the Owner Trustee as to whether any Federal tax withholding on Certificates is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements breach of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. The Owner Trustee shall be deemed to have discharged its obligations pursuant to under this Section upon its retention of the Accountants, and the Owner Trustee shall not have any liability with respect to the default or misconduct of the AccountantsAgreement.

Accounting and Reports. to the Noteholders, ------------------------------------------ Certificateholders, the Internal Revenue Service and Others. The Subject to Article ----------------------------------------------------------- X of the Sale and Servicing Agreement and to Section 2.11 herein, the Owner Trustee shall, based on information provided by the Depositor, shall (a) maintain (or cause to be maintained) the books of the Trust on the a calendar year basis of a fiscal year ending December 31 and based on the accrual method of accounting, (b) deliver (or cause to be delivered) to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including Schedule K-1, if applicable) to enable each Certificateholder the Certificateholders to prepare its their Federal and state income tax returns, (c) file or cause to be filed such tax returns relating to the Trust (including a partnership information return, IRS Form 1065), if applicable) and direct the Owner Trustee to 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 the Trust's characterization as a disregarded entity if the Certificates are treated as held by a single person or as a partnership if the Certificates are treated as held by more than one person for Federal income tax purposes, purposes and (d) cause such tax returns to be signed in the manner required by law and (e) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c5.2(e) with respect to income or distributions to Certificateholders. The Owner Trustee shall make all elections pursuant to this Section as directed by the "tax matters partner". The Owner Trustee shall sign any tax information returns filed pursuant to this Section 5.6 and any other returns as may be required by law, and in doing so shall rely entirely upon, and shall have no liability for information provided by, or calculations provided by, the "tax matters partner". The Owner Trustee shall elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Receivables. The Owner Trustee shall not make the election provided under Section 754 of the Code. The Owner Trustee may satisfy its obligations with respect to this Section 5.5 by retaining, at the expense Code only upon written request of the Depositor, a firm of independent public accountants (the "Accountants") chosen by the Depositor which shall perform the filing obligations Holder of the Owner Trustee hereunder. The Accountants will provide prior to [ ], 2001, a letter in form and substance satisfactory to the Owner Trustee as to whether any Federal tax withholding on Certificates is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. The Owner Trustee shall be deemed to have discharged its obligations pursuant to this Section upon its retention of the Accountants, and the Owner Trustee shall not have any liability with respect to the default or misconduct of the AccountantsClass R Certificate.

Accounting and Reports. to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall, based on information provided by the Depositor, (a) maintain (or cause to be maintained) the books of the Trust on the basis of a fiscal year ending December 31 and based on the accrual method of accounting, (b) deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including Schedule K-1) to enable each Certificateholder to prepare its Federal and state income tax returns, (c) file such tax returns relating to the Trust (including a partnership information return, IRS Form 1065), 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 the Trust's characterization as a partnership for Federal income tax purposes, (d) cause such tax returns to be signed in the manner required by law and (e) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee shall elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Receivables. The Owner Trustee shall not make the election provided under Section 754 of the Code. The Owner Trustee may satisfy its obligations with respect to this Section 5.5 by retaining, at the expense of the Depositor, a firm of independent public accountants (the "Accountants") chosen by the Depositor which shall perform the filing obligations of the Owner Trustee hereunder. The Accountants will provide prior to [ ]May 18, 2001, a letter in form and substance satisfactory to the Owner Trustee as to whether any Federal tax withholding on Certificates is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. The Owner Trustee shall be deemed to have discharged its obligations pursuant to this Section upon its retention of the Accountants, and the Owner Trustee shall not have any liability with respect to the default or misconduct of the Accountants.

Accounting and Reports. to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall, based on information provided by the Depositor, (a) maintain (or cause to be maintained) the books of the Trust on the basis of a fiscal year ending December 31 and based on the accrual method of accounting, (b) deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including Schedule K-1) to enable each Certificateholder to prepare its Federal and state income tax returns, (c) file such tax returns relating to the Trust (including a partnership information return, IRS Form 1065), 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 the Trust's characterization as a partnership for Federal income tax purposes, (d) cause such tax returns to be signed in the manner required by law and (e) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee shall elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Receivables. The Owner Trustee shall not make the election provided under Section 754 of the Code. The Owner Trustee may satisfy its obligations with respect to this Section 5.5 by retaining, at the expense of the Depositor, a firm of independent public accountants (the "Accountants") chosen by the Depositor which shall perform the filing obligations of the Owner Trustee hereunder. The Accountants will provide prior to [ ]November 15, 20011999, a letter in form and substance satisfactory to the Owner Trustee as to whether any Federal tax withholding on Certificates is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. The Owner Trustee shall be deemed to have discharged its obligations pursuant to this Section upon its retention of the Accountants, and the Owner Trustee shall not have any liability with respect to the default or misconduct of the Accountants.

Accounting and Reports. to the Noteholders, Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shallSubject to Sections 10.1(b)(iii) and 10.1(c) of the Sale and Servicing Agreement, based on information provided by the Depositor, Depositor shall (a) maintain (or cause to be maintained) the books of the Trust on the a calendar year basis of a fiscal year ending December 31 and based on the accrual method of accounting, (b) deliver (or cause to be delivered) to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including including, if applicable, Schedule K-1) to enable each Certificateholder to prepare its Federal and state income tax returns, (c) prepare or cause to be prepared, and file such or cause to be filed, all tax returns returns, if any, relating to the Trust (including including, if applicable, a partnership information return, IRS Form 1065), and direct the Owner Trustee to 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 the Trust's characterization as a partnership division or branch of its 100% owner, or as a partnership, as the case may be, for Federal income tax purposes, purposes and (d) cause such tax returns to be signed in the manner required by law and (e) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee shall make all elections pursuant to this Section as directed by the Depositor. The Owner Trustee shall sign all tax information returns furnished to it in execution form by the Depositor, and filed pursuant to this Section 5.6 and any other returns as may be required by law and so furnished to it by the Depositor, and in doing so shall rely entirely upon, and shall have no liability for information provided by, or calculations provided by, the Depositor. In the event the Trust is characterized as a partnership for federal income tax purposes, the Depositor shall cause the Trust to elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Receivables. The Owner Trustee , and the Trust shall not make the election provided under Section 754 of the Code. The Owner Trustee may satisfy its obligations with respect to this Section 5.5 by retaining, at the expense of the Depositor, a firm of independent public accountants (the "Accountants") chosen by the Depositor which shall perform the filing obligations of the Owner Trustee hereunder. The Accountants will provide prior to [ ], 2001, a letter in form and substance satisfactory to the Owner Trustee as to whether any Federal tax withholding on Certificates is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. The Owner Trustee shall be deemed to have discharged its obligations pursuant to this Section upon its retention of the Accountants, and the Owner Trustee shall not have any liability with respect to the default or misconduct of the Accountants.

Accounting and Reports. to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall, based on information provided by the Depositor, shall (a) maintain (or cause to be maintained) the books of the Trust on the a calendar year basis of a fiscal year ending December 31 and based on the accrual method of accounting, (b) deliver to each Certificateholder, as may be required by the Code and applicable Treasury RegulationsRegulations or otherwise, such information as may be required (including Schedule K-1) to enable each Certificateholder to prepare its Federal and state federal income tax returnsreturn, (c) file such tax returns relating to the Trust (including a partnership information return, IRS Form 1065), and make such elections as may from time to time be required or appropriate under any applicable state or Federal federal statute or rule or regulation thereunder so as to maintain the Trust's characterization as a partnership for Federal federal income tax purposes, (d) cause such tax returns to be signed in the manner required by law and (e) collect or cause to be collected any withholding tax as described in and in accordance with Section subsection 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee shall elect under Section 1278 of In preparing and filing tax returns for the Code to include in income currently any market discount that accrues with respect to the Receivables. The Owner Trustee shall not make the election provided under Section 754 of the Code. The Owner Trustee may satisfy its obligations with respect to this Section 5.5 by retainingTrust, at the expense of the Depositor, a firm of independent public accountants (the "Accountants") chosen by the Depositor which shall perform the filing obligations of the Owner Trustee hereunder. The Accountants will provide prior to [ ], 2001, a letter in form and substance satisfactory to the Owner Trustee as to whether any Federal tax withholding on Certificates is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. The Owner Trustee shall be deemed to have discharged its obligations pursuant to this Section upon its retention of the Accountants, and the Owner Trustee shall not have any liability with respect allocate taxable income of the Trust for each Collection Period in the following manner: (A) to the default or misconduct Certificateholders, an amount equal to the sum of (1) interest distributable on the Certificates on the Monthly Distribution Date related to such Collection Period and (2) any Trust income attributable to discount on the Receivables that corresponds to any excess of the AccountantsCertificate Balance of the Certificates over their initial issue price; and (B) to the Seller, if and to the extent that the taxable income of the Trust for such Collection Period exceeds the amount computed under (A) above. Unless otherwise permitted or required by any applicable law or regulation, the Owner Trustee shall allocate amounts of taxable income of the Trust for a particular Collection Period among the Certificateholders in proportion to the Certificate Balance owned by them as of the Record Date for the related Monthly Distribution Date.

Accounting and Reports. to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall, based on information provided by the Depositor, (a) maintain (or cause to be maintained) the books of the Trust on the basis of a fiscal year ending December 31 and based on the accrual method of accounting, (b) deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including Schedule K-1) to enable each Certificateholder to prepare its Federal and state income tax returns, (c) file such tax returns relating to the Trust (including a partnership information return, IRS Form 1065), 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 the Trust's characterization as a partnership for Federal income tax purposes, (d) cause such tax returns to be signed in the manner required by law and (e) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee shall elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Receivables. The Owner Trustee shall not make the election provided under Section 754 of the Code. The Owner Trustee may satisfy its obligations with respect to this Section 5.5 by retaining, at the expense of the Depositor, a firm of independent public accountants (the "Accountants") chosen by the Depositor which shall perform the filing obligations of the Owner Trustee hereunder. The Accountants will provide prior to [[ ] 15, 2000], 2001, a letter in form and substance satisfactory to the Owner Trustee as to whether any Federal tax withholding on Certificates is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. The Owner Trustee shall be deemed to have discharged its obligations pursuant to this Section upon its retention of the Accountants, and the Owner Trustee shall not have any liability with respect to the default or misconduct of the Accountants.

Accounting and Reports. to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall, based on information provided by the Depositor, (a) maintain (or cause to be maintained) the books of the Trust on the basis of a fiscal year ending December 31 and based on the accrual method of accounting, (b) deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including Schedule K-1) to enable each Certificateholder to prepare its Federal and state income tax returns, (c) file such tax returns relating to the Trust (including a partnership information return, IRS Form 1065), 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 the Trust's characterization as a partnership for Federal income tax purposes, (d) cause such tax returns to be signed in the manner required by law and (e) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee shall elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Receivables. The Owner Trustee shall not make the election provided under Section 754 of the Code. The Owner Trustee may satisfy its obligations with respect to this Section 5.5 by retaining, at the expense of the Depositor, a firm of independent public accountants (the "Accountants") chosen by the Depositor which shall perform the filing obligations of the Owner Trustee hereunder. The Accountants will provide prior to [ ]November 15, 20012000, a letter in form and substance satisfactory to the Owner Trustee as to whether any Federal tax withholding on Certificates is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. The Owner Trustee shall be deemed to have discharged its obligations pursuant to this Section upon its retention of the Accountants, and the Owner Trustee shall not have any liability with respect to the default or misconduct of the Accountants.

Accounting and Reports. to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall, based on information provided by the Depositor, (a) maintain (or cause to be maintained) the books of the Trust on the basis of a fiscal year ending December 31 and based on the accrual method of accounting, (b) deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including Schedule K-1) to enable each Certificateholder to prepare its Federal and state income tax returns, (c) file such tax returns relating to the Trust (including a partnership information return, IRS Form 1065), 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 the Trust's characterization as a partnership for Federal income tax purposes, (d) cause such tax returns to be signed in the manner required by law and (e) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee shall elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Receivables. The Owner Trustee shall not make the election provided under Section 754 of the Code. The Owner Trustee may satisfy its obligations with respect to this Section 5.5 by retaining, at the expense of the Depositor, a firm of independent public accountants (the "Accountants") chosen by the Depositor which shall perform the filing obligations of the Owner Trustee hereunder. The Accountants will provide prior to [ [November 15], 20011999, a letter in form and substance satisfactory to the Owner Trustee as to whether any Federal tax withholding on Certificates is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. The Owner Trustee shall be deemed to have discharged its obligations pursuant to this Section upon its retention of the Accountants, and the Owner Trustee shall not have any liability with respect to the default or misconduct of the Accountants.

Accounting and Reports. to the Noteholders, Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall, upon receipt of and based on information provided by the DepositorSeller, (ai) maintain (or cause to be maintained) the books of the Trust Issuer on the basis of a fiscal year ending December 31 and and, based on the accrual method of accounting, (bii) deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including Schedule K-1) to enable each such Certificateholder to prepare its Federal federal and state State income tax returns, (ciii) file such tax returns relating to the Trust Issuer (including a partnership information return, IRS Form 1065), if required) and make such elections as may from time to time be required or appropriate under any applicable state State or Federal federal statute or rule or regulation thereunder so as to maintain the TrustIssuer's characterization as a partnership for Federal federal income tax purposes, (div) cause such tax returns to be signed in the manner required by law and (ev) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c5.02(c) with respect to income or distributions to Certificateholders. The Owner Trustee Trustee, on behalf of the Issuer, shall elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Receivables. The Owner Trustee Trustee, on behalf of the Issuer, shall not make the election provided under Section 754 of the Code. The Owner Trustee may satisfy its obligations with respect to this Section 5.5 and Section 5.02(c) by retaining, at the expense of the DepositorSeller, a firm of independent public accountants (the "Accountants") chosen selected by the Depositor which shall perform Seller. The Owner Trustee may require the filing obligations of Accountants to provide to the Owner Trustee hereunder. The Accountants will provide prior to [ ]Trustee, 2001on or before December 31, 2004, a letter in form and substance satisfactory to the Owner Trustee as to whether any Federal federal tax withholding on Certificates is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the such letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. The Owner Trustee shall be deemed to have discharged its obligations pursuant to this Section and Section 5.02(c) upon its retention of the Accountants, and the Owner Trustee shall not have any liability with respect to the default default, negligence or misconduct of the Accountants. The Owner Trustee shall be entitled to rely on and shall be fully protected in so relying, upon the letter, referred to in this paragraph, from the Accountants and shall have no duty or obligation to verify the accuracy of the contents of such letter.

Accounting and Reports. to the Certificateholders, the ----------------------------------------------------- Internal Revenue Service and Others. The Owner Trustee Designee shall, based on information provided by behalf of the Depositor, ----------------------------------- Trustee and at the expense of the Trust (a) maintain (or cause to be maintained) the books of the Trust on the a calendar year basis of a fiscal year ending December 31 and based on the accrual method of accounting, (b) prepare (or cause to be prepared) annual financial statements in accordance with GAAP, (c) deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulationstreasury regulations, such information as may be required (including Schedule K-1) to enable each such Certificateholder to prepare its Federal and state income tax returns, (cd) prepare (or cause to be prepared) in the manner required by law and file such any tax returns determined to be necessary relating to the Trust (including a partnership information return, IRS Form 1065), consistent with the characterization of the Trust for income and make such elections franchise tax purposes as may from time to time be set forth in Section 10.7 or as otherwise required or appropriate under any applicable state or Federal statute or rule or regulation thereunder so as to maintain the Trust's characterization as a partnership for Federal income tax purposesby law, (de) cause such tax returns to be signed in the manner required by law and (ef) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) required to be withheld by the Trust with respect to income or distributions any payments made to Certificateholdersholders of Trust Certificates. The Owner Trustee In addition, the Designee shall elect under Section 1278 prepare and distribute to each Certificateholder, (i) on each Quarterly Payment Date and on the Liquidation Payment Date, a statement specifying the amount of the Code to include Gross Receipts received in income currently any market discount that accrues respect of each Acquired Film and (ii) annually, tax reporting documentation with respect to distributions on the ReceivablesTrust Certificates. The Owner Trustee Payments on the Trust Certificates shall not make be allocated by the election provided under Section 754 Designee annually between principal and interest to provide (to the extent possible) a constant yield to maturity, based on all past payments and all future projected payments as of the Code. The Owner Trustee may satisfy its obligations with respect to this Section 5.5 by retaining, at the expense date of the Depositor, a firm of independent public accountants (the "Accountants") chosen by the Depositor which shall perform the filing obligations of the Owner Trustee hereunder. The Accountants will provide prior to [ ], 2001, a letter in form and substance satisfactory to the Owner Trustee as to whether any Federal tax withholding on Certificates is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. The Owner Trustee shall be deemed to have discharged its obligations pursuant to this Section upon its retention of the Accountants, and the Owner Trustee shall not have any liability with respect to the default or misconduct of the Accountantsallocation.

Accounting and Reports. to the CertificateholdersNoteholders, Certificateholder, the Internal Revenue Service and Others. The Owner Eligible Lender Trustee shall, based on information provided by shall deliver to the Depositor, (a) maintain (or cause to be maintained) the books holder of the Trust on the basis of a fiscal year ending December 31 and based on the accrual method of accountingCertificate such information, (b) deliver to each Certificateholder, reports or statements as may be required by the Code and applicable Treasury Regulations, such information Regulations and as may be required (including Schedule K-1) to enable each Certificateholder the holder of the Trust Certificate to prepare its Federal and state income tax returns, (c) file such tax returns relating to the Trust (including a partnership information return, IRS Form 1065), 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 . Consistent with the Trust's characterization for tax purposes as a partnership for disregarded entity, no Federal income tax purposesreturn shall be filed on behalf of the Trust unless either (a) the Trust, the Administrator, the Swap Counterparty, the Securities Insurer, the Eligible Lender Trustee, KBUSA, the Depositor and, if different, the holder of the Trust Certificate receives an opinion of counsel based on a change in applicable law occurring after the date hereof that the Code requires such a filing, or (db) cause 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 to be signed in returns, the manner required by law and (e) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. The Owner 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 ReceivablesFinanced Student Loans. The Owner Eligible Lender Trustee shall not make prepare or shall cause to be prepared any tax returns required to be filed by the election provided under Section 754 Trust and shall remit such returns to holder of the CodeTrust Certificate at least five days before such returns are due to be filed. The Owner 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 may satisfy its obligations with respect to this Section 5.5 by retainingand such returns shall be filed by, or at the expense direction of, the Eligible Lender Trustee with the appropriate tax authorities. In no event shall the holder of the DepositorTrust Certificate, a firm of independent public accountants (the "Accountants") chosen by the Depositor which shall perform the filing obligations or KBUSA be liable for any liabilities, costs or expenses of the Owner Trustee hereunder. The Accountants will provide prior to [ ]Trust arising out of the application of any tax law, 2001including federal, a letter in form and substance satisfactory to the Owner Trustee as to whether state, foreign or local income or excise taxes or any Federal other tax withholding imposed on Certificates is then required andor measured by income (or any interest, if required, the procedures to be followed penalty or addition with respect thereto or arising from a failure to comply with therewith), except for any such liability, cost or expense attributable to the requirements holder of the Code. The Accountants shall be required to update Trust Certificate's, the letter in each instance that any additional tax withholding is subsequently required Depositor's or any previously required tax withholding shall no longer be required. The Owner Trustee shall be deemed to have discharged KBUSA's breach of its obligations pursuant to under this Section upon its retention of the Accountants, and the Owner Trustee shall not have any liability with respect to the default or misconduct of the AccountantsAgreement.

Accounting and Reports. to the Noteholders, Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall, upon receipt of and based on information provided by the DepositorSeller, (ai) maintain (or cause to be maintained) the books of the Trust Issuer on the basis of a fiscal year ending December 31 and and, based on the accrual method of accounting, (bii) deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including Schedule K-1) to enable each such Certificateholder to prepare its Federal federal and state State income tax returns, (ciii) file such tax returns relating to the Trust Issuer (including a partnership information return, IRS Form 1065), if required) and make such elections as may from time to time be required or appropriate under any applicable state State or Federal federal statute or rule or regulation thereunder so as to maintain the TrustIssuer's characterization as a partnership for Federal federal income tax purposes, (div) cause such tax returns to be signed in the manner required by law and (ev) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c5.02(c) with respect to income or distributions to Certificateholders. The Owner Trustee Trustee, on behalf of the Issuer, shall elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Receivables. The Owner Trustee Trustee, on behalf of the Issuer, shall not make the election provided under Section 754 of the Code. The Owner Trustee may satisfy its obligations with respect to this Section 5.5 and Section 5.02(c) by retaining, at the expense of the DepositorSeller, a firm of independent public accountants (the "Accountants") chosen Accountants selected by the Depositor which shall perform Seller. The Owner Trustee may require the filing obligations of Accountants to provide to the Owner Trustee hereunder. The Accountants will provide prior to [ ]Trustee, 2001on or before December 31, 2004, a letter in form and substance satisfactory to the Owner Trustee as to whether any Federal federal tax withholding on Certificates is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the such letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. The Owner Trustee shall be deemed to have discharged its obligations pursuant to this Section and Section 5.02(c) upon its retention of the Accountants, and the Owner Trustee shall not have any liability with respect to the default default, negligence or misconduct of the Accountants. The Owner Trustee shall be entitled to rely on and shall be fully protected in so relying, upon the letter, referred to in this paragraph, from the Accountants and shall have no duty or obligation to verify the accuracy of the contents of such letter.

Accounting and Reports. to the Certificateholders, the ----------------------------------------------------- Internal Revenue Service and Others. The Owner Trustee shall, based on information provided by the Depositor, shall (a) maintain (or ----------------------------------- cause to be maintained) the books of the Trust on the basis of a fiscal year ending December October 31 and based on the accrual method of accounting, (b) deliver to each Certificateholder, as may be required by the Code and applicable Treasury RegulationsRegulations or otherwise, such information as may be required (including Schedule K-1) to enable each Certificateholder to prepare its Federal and state federal income tax returns, (c) file such tax returns relating to the Trust (including a partnership information return, IRS Form 1065), and make such elections as may from time to time be required or appropriate under any applicable state or Federal federal statute or rule or regulation thereunder so as to maintain the Trust's characterization as a partnership for Federal federal income tax purposes, (d) cause such tax returns to be signed in the manner required by law and (e) collect or cause to be collected any withholding tax as described in and in accordance with Section subsection 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee shall elect under Section 1278 of In preparing and filing tax returns for the Code to include in income currently any market discount that accrues with respect to the Receivables. The Owner Trustee shall not make the election provided under Section 754 of the Code. The Owner Trustee may satisfy its obligations with respect to this Section 5.5 by retainingTrust, at the expense of the Depositor, a firm of independent public accountants (the "Accountants") chosen by the Depositor which shall perform the filing obligations of the Owner Trustee hereunder. The Accountants will provide prior to [ ], 2001, a letter in form and substance satisfactory to the Owner Trustee as to whether any Federal tax withholding on Certificates is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. The Owner Trustee shall be deemed to have discharged its obligations pursuant to this Section upon its retention of the Accountants, and the Owner Trustee shall not have any liability with respect allocate taxable income of the Trust for each Monthly Period in the following manner: (A) to the default or misconduct Certificateholders, in an amount equal to the sum of (1) the product of the AccountantsPass Through Rate multiplied by the Certificate Balance as of the last day of such month, (2) the amount specified in clause (iii) of the definition of Certificateholders' Interest Distributable Amount for such Monthly Period, (3) any Trust income attributable to discount on the Receivables that corresponds to any excess of the principal amount of the Certificates over their initial issue price, and (4) any Prepayment Surplus payable to holders of the Certificates for such month; and (B) to the Seller, if and to the extent that the taxable income of the Trust for each month exceeds the amount computed under (A) above. Unless otherwise permitted or required by any applicable law or regulation, the Owner Trustee shall allocate amounts of taxable income of the Trust for a particular calendar month among the Certificateholders in proportion to the principal amount of Certificates owned by them as of the first Record Date following the end of such month.

Accounting and Reports. to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall, based on information provided by the Depositor, shall (a) maintain (or cause to be maintained) the books of the Trust on the a calendar year basis of a fiscal year ending December 31 and based on the accrual method of accounting, (b) deliver to each Certificateholder, as may be required by the Code and applicable Treasury RegulationsRegulations or otherwise, such information as may be required (including Schedule K-1) to enable each Certificateholder to prepare its Federal and state federal income tax returnsreturn, (c) file such tax returns relating to the Trust (including a partnership information return, IRS Form 1065), and make such elections as may from time to time be required or appropriate under any applicable state or Federal federal statute or rule or regulation thereunder so as to maintain the Trust's characterization as a partnership for Federal federal income tax purposes, (d) cause such tax returns to be signed in the manner required by law and (e) collect or cause to be collected any withholding tax as described in and in accordance with Section subsection 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee shall elect under Section 1278 of In preparing and filing tax returns for the Code to include in income currently any market discount that accrues with respect to the Receivables. The Owner Trustee shall not make the election provided under Section 754 of the Code. The Owner Trustee may satisfy its obligations with respect to this Section 5.5 by retainingTrust, at the expense of the Depositor, a firm of independent public accountants (the "Accountants") chosen by the Depositor which shall perform the filing obligations of the Owner Trustee hereunder. The Accountants will provide prior to [ ], 2001, a letter in form and substance satisfactory to the Owner Trustee as to whether any Federal tax withholding on Certificates is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. The Owner Trustee shall be deemed to have discharged its obligations pursuant to this Section upon its retention of the Accountants, and the Owner Trustee shall not have any liability with respect allocate taxable income of the Trust for each Collection Period in the following manner: (A) to the default or misconduct Certificateholders, an amount equal to the sum of (1) interest distributable on the Certificates on the Distribution Date related to such Collection Period and (2) any Trust income attributable to discount on the Receivables that corresponds to any excess of the AccountantsCertificate Balance of the Certificates over their initial issue price; and (B) to the Seller, if and to the extent that the taxable income of the Trust for such Collection Period exceeds the amount computed under (A) above. Unless otherwise permitted or required by any applicable law or regulation, the Owner Trustee shall allocate amounts of taxable income of the Trust for a particular Collection Period among the Certificateholders in proportion to the Certificate Balance owned by them as of the Record Date for the related Distribution Date.