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 (a) maintain (or cause to be maintained) the books of the Trust on the basis of a fiscal year ending October 31 on the accrual method of accounting, (b) deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations or otherwise, such information as may be required to enable each Certificateholder to prepare its federal income tax returns, (c) file such tax returns relating to the Trust 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 subsection 5.2(c) with respect to income or distributions to Certificateholders. In preparing and filing tax returns for the Trust, the Owner Trustee shall allocate taxable income of the Trust for each Monthly Period in the following manner: (A) to the Certificateholders, in an amount equal to the sum of (1) the product of the Pass 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 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 October 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 or otherwiseRegulations, such information as may be required (including Schedule K-1) 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 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 subsection Section 5.2(c) with respect to income or distributions to Certificateholders. In preparing 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 filing substance satisfactory to the Owner Trustee as to whether any Federal tax returns for withholding on Certificates is then required and, if required, the Trustprocedures 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 allocate taxable income not have any liability with respect to the default or misconduct of the Trust for each Monthly Period in the following manner: (A) to the Certificateholders, in an amount equal to the sum of (1) the product of the Pass 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 monthAccountants.

Accounting and Reports. to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on the a calendar year basis of a fiscal year ending October 31 on the accrual method of accounting, (b) deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations or otherwise, such information as may be required to enable each Certificateholder to prepare its federal income tax returnsreturn, (c) file such tax returns relating to the Trust 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 subsection 5.2(c) with respect to income or distributions to Certificateholders. In preparing and filing tax returns for the Trust, the Owner Trustee shall allocate taxable income of the Trust for each Monthly Collection Period in the following manner: (A) to the Certificateholders, in an amount equal to the sum of (1) interest distributable on the product of the Pass Through Rate multiplied by Certificates on the Certificate Balance as of the last day of Payment Date related to such month, Collection Period and (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 Certificate Balance 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 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 calendar month Collection Period among the Certificateholders in proportion to the principal amount of Certificates Certificate Balance owned by them as of the first Record Date following for the end of such monthrelated Certificate Payment Date.

Accounting and Reports. to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee Administrator shall (a) maintain (or cause to be maintained) the books of the Trust on the basis of a fiscal year ending October 31 on the accrual method of accounting, (b) deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations Regulations, or otherwise, such information as may be required requested by such Certificateholder, such information, reports or statements as may be necessary to enable each Certificateholder to prepare its federal and state income tax returns, (c) file such tax returns relating to the Trust 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 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 (dii) cause the Internal Revenue Service shall determine that the Trust is required to file 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 subsection 5.2(c) with respect to income or distributions to Certificateholdersa return. In preparing and filing tax returns for 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, (x) the Administrator shall prepare or shall cause to be 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 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 allocate taxable income be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder's share of the income, gains, deductions, and losses of the Trust for each Monthly Period in and/or guaranteed payments made by the following manner: Trust and contributions to, and distributions from, the Trust. The Depositor (Aor such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Certificateholders, in an amount equal Administrator and such returns shall be filed by the Administrator 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 sum of (1) Trust, the product Depositor or its designee is hereby designated as tax matters partner or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Pass Through Rate multiplied Certificateholders (by Percentage Interest) shall be designated as tax matters partner. In no event shall the Certificate Balance Certificateholder or the Depositor (or such designee Certificateholder, as of the last day of such monthapplicable) be liable for any liabilities, (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 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 each month exceeds the amount computed under (A) above. Unless otherwise permitted any such liability, cost or required expense attributable to any negligent act or omission by any applicable law or regulation, the Owner Trustee shall allocate amounts or the Depositor (or such designee Certificateholder, as applicable), as the case may be, in breach 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 monthits obligations under this Agreement.

Accounting and Reports. to the Noteholders, Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall shall, upon receipt of and based on information provided by the Seller, (ai) maintain (or cause to be maintained) the books of the Trust Issuer on the basis of a fiscal year ending October December 31 and, based on the accrual method of accounting, (bii) deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations or otherwiseRegulations, such information as may be required (including Schedule K-1) to enable each such Certificateholder to prepare its federal and 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 statute or rule or regulation thereunder so as to maintain the TrustIssuer's characterization as a partnership for 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 subsection 5.2(cSection 5.02(c) with respect to income or distributions to Certificateholders. In preparing The Owner 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, 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 and filing Section 5.02(c) by retaining, at the expense of the Seller, a firm of independent public accountants (the "Accountants") selected by the Seller. The Owner Trustee may require the Accountants to provide to the Owner Trustee, on or before December 31, 2004, a letter in form and substance satisfactory to the Owner Trustee as to whether any federal tax returns for withholding on Certificates is then required and, if required, the Trustprocedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update 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 allocate taxable income not have any liability with respect to the default, negligence or misconduct of the Trust for each Monthly Period in the following manner: (A) to the Certificateholders, in an amount equal to the sum of (1) the product of the Pass 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) aboveAccountants. Unless otherwise permitted or required by any applicable law or regulation, the The Owner Trustee shall allocate amounts of taxable income 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 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 contents of such monthletter.

Accounting and Reports. to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall 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 October 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 or otherwiseRegulations, such information as may be required (including Schedule K-1) 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 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 subsection Section 5.2(c) with respect to income or distributions to Certificateholders. In preparing 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 June 30, 2001, a letter in form and filing substance satisfactory to the Owner Trustee as to whether any Federal tax returns for withholding on Certificates is then required and, if required, the Trustprocedures 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 allocate taxable income not have any liability with respect to the default or misconduct of the Trust for each Monthly Period in the following manner: (A) to the Certificateholders, in an amount equal to the sum of (1) the product of the Pass 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 monthAccountants.

Accounting and Reports. to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall 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 October 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 or otherwiseRegulations, such information as may be required (including Schedule K-1) 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 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 subsection Section 5.2(c) with respect to income or distributions to Certificateholders. In preparing 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 [September 15, 2000], a letter in form and filing substance satisfactory to the Owner Trustee as to whether any Federal tax returns for withholding on Certificates is then required and, if required, the Trustprocedures 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 allocate taxable income not have any liability with respect to the default or misconduct of the Trust for each Monthly Period in the following manner: (A) to the Certificateholders, in an amount equal to the sum of (1) the product of the Pass 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 monthAccountants.

Accounting and Reports. to the Noteholders, Certificateholders, the Internal Revenue Service and Others. The Owner Trustee Subject to Sections 10.1(b)(iii) and 10.1(c) of the Sale and Servicing Agreement, 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 October 31 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 or otherwiseRegulations, such information as may be required (including, if applicable, Schedule K-1) to enable each Certificateholder to prepare its federal 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, if applicable, a partnership information return, 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 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 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 subsection Section 5.2(c) with respect to income or distributions to Certificateholders. In preparing and filing tax returns for the Trust, the The Owner Trustee shall allocate taxable income of the Trust for each Monthly Period in the following manner: (A) make all elections pursuant to the Certificateholders, in an amount equal to the sum of (1) the product of the Pass Through Rate multiplied this Section as directed 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) aboveDepositor. Unless otherwise permitted or required by any applicable law or regulation, the The Owner Trustee shall allocate amounts of taxable 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 Trust for a particular calendar month among the Certificateholders Code to include in proportion income currently any market discount that accrues with respect to the principal amount of Certificates owned by them as Receivables, and the Trust shall not make the election provided under Section 754 of the first Record Date following the end of such monthCode.

Accounting and Reports. to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall 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 October 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 or otherwiseRegulations, such information as may be required (including Schedule K-1) 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 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 subsection Section 5.2(c) with respect to income or distributions to Certificateholders. In preparing 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 , a letter in form and filing substance satisfactory to the Owner Trustee as to whether any Federal tax returns for withholding on Certificates is then required and, if required, the Trustprocedures 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 allocate taxable income not have any liability with respect to the default or misconduct of the Trust for each Monthly Period in the following manner: (A) to the Certificateholders, in an amount equal to the sum of (1) the product of the Pass 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 monthAccountants.

Accounting and Reports. to the Noteholders, Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall shall, upon receipt of and based on information provided by the Seller, (ai) maintain (or cause to be maintained) the books of the Trust Issuer on the basis of a fiscal year ending October December 31 and, based on the accrual method of accounting, (bii) deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations or otherwiseRegulations, such information as may be required (including Schedule K-1) to enable each such Certificateholder to prepare its federal and 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 statute or rule or regulation thereunder so as to maintain the TrustIssuer's characterization as a partnership for 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 subsection 5.2(cSection 5.02(c) with respect to income or distributions to Certificateholders. In preparing The Owner 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, 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 and filing Section 5.02(c) by retaining, at the expense of the Seller, Accountants selected by the Seller. The Owner Trustee may require the Accountants to provide to the Owner Trustee, on or before December 31, 2004, a letter in form and substance satisfactory to the Owner Trustee as to whether any federal tax returns for withholding on Certificates is then required and, if required, the Trustprocedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update 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 allocate taxable income not have any liability with respect to the default, negligence or misconduct of the Trust for each Monthly Period in the following manner: (A) to the Certificateholders, in an amount equal to the sum of (1) the product of the Pass 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) aboveAccountants. Unless otherwise permitted or required by any applicable law or regulation, the The Owner Trustee shall allocate amounts of taxable income 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 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 contents of such monthletter.

Accounting and Reports. to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall 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 October 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 or otherwiseRegulations, such information as may be required (including Schedule K-1) 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 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 subsection Section 5.2(c) with respect to income or distributions to Certificateholders. In preparing 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, 1999, a letter in form and filing substance satisfactory to the Owner Trustee as to whether any Federal tax returns for withholding on Certificates is then required and, if required, the Trustprocedures 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 allocate taxable income not have any liability with respect to the default or misconduct of the Trust for each Monthly Period in the following manner: (A) to the Certificateholders, in an amount equal to the sum of (1) the product of the Pass 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 monthAccountants.

Accounting and Reports. to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall 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 October 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 or otherwiseRegulations, such information as may be required (including Schedule K-1) 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 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 subsection Section 5.2(c) with respect to income or distributions to Certificateholders. In preparing 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, 2000, a letter in form and filing substance satisfactory to the Owner Trustee as to whether any Federal tax returns for withholding on Certificates is then required and, if required, the Trustprocedures 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 allocate taxable income not have any liability with respect to the default or misconduct of the Trust for each Monthly Period in the following manner: (A) to the Certificateholders, in an amount equal to the sum of (1) the product of the Pass 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 monthAccountants.

Accounting and Reports. to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall 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 October 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 or otherwiseRegulations, such information as may be required (including Schedule K-1) 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 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 subsection Section 5.2(c) with respect to income or distributions to Certificateholders. In preparing 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], a letter in form and filing substance satisfactory to the Owner Trustee as to whether any Federal tax returns for withholding on Certificates is then required and, if required, the Trustprocedures 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 allocate taxable income not have any liability with respect to the default or misconduct of the Trust for each Monthly Period in the following manner: (A) to the Certificateholders, in an amount equal to the sum of (1) the product of the Pass 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 monthAccountants.

Accounting and Reports. to the CertificateholdersNoteholders, Certificateholder, the Internal Revenue Service and Others. The Owner Eligible Lender Trustee shall (a) maintain (or cause deliver to be maintained) the books holder of the Trust on the basis of a fiscal year ending October 31 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 or otherwise, such information and as may be required to enable each Certificateholder the holder of the Trust Certificate to prepare its federal Federal and state income tax returns, (c) file such tax returns relating to the Trust 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, no Federal income tax purposes, return shall be filed on behalf of the Trust unless either (da) 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 subsection 5.2(c) with respect to income or distributions to Certificateholders. In preparing and filing tax returns for the Trust, the Owner Trustee shall allocate taxable income Administrator, the Swap Counterparty, the Securities Insurer, the Eligible Lender Trustee, KBUSA, the Depositor and, if different, the holder of the Trust for each Monthly Period Certificate receives an opinion of counsel based on a change in applicable law occurring after the following manner: date hereof that the Code requires such a filing, or (Ab) 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 Certificateholders, in an amount equal Financed Student Loans. The Eligible Lender Trustee shall prepare or shall cause to the sum of (1) the product of the Pass Through Rate multiplied be prepared any tax returns required to be filed by the Certificate Balance as of the last day of Trust and shall remit 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 returns 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 holder of the Trust for each month exceeds the amount computed under (A) aboveCertificate at least five days before such returns are due to be filed. Unless otherwise permitted or required by any applicable law or regulation, the Owner Trustee shall allocate amounts of taxable income The holder of the Trust for a particular calendar month among the Certificateholders in proportion Certificate, or any other such party required by law, shall promptly sign such returns and deliver such returns after signature to the principal amount of Certificates owned by them as Eligible Lender Trustee and such returns shall be filed by, or at the direction of, the Eligible Lender Trustee with the appropriate tax authorities. In no event shall the holder of the first Record Date following Trust Certificate, the end Depositor or KBUSA 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 monthliability, cost or expense attributable to the holder of the Trust Certificate's, the Depositor's or KBUSA's breach of its obligations under this Agreement.

Accounting and Reports. to the CertificateholdersCertificateholder, the Internal Revenue Service and Others. The Owner Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on the basis of a fiscal year ending October 31 on the accrual method of accounting, (b) deliver to each the Certificateholder, as may be required by the Code and applicable Treasury Regulations Regulations, or otherwise, such information as may be required requested by such Certificateholder, such information, reports or statements as may be necessary to enable each the Certificateholder to prepare its federal and state income tax returns, (c) file such tax returns relating to the Trust 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 so long as the Seller or any other Person is the sole beneficial owner of the Trust, no federal income tax purposesreturn shall be filed on behalf of the Trust unless either (a) 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 10.03, the Code requires such a filing or (db) cause the Internal Revenue Service shall determine that the Trust is required to file such tax returns to a return. In the event that there shall be signed two or more beneficial owners of the Trust (including the treatment of any class of Notes as a beneficial ownership in the manner required by law and (e) collect Trust pursuant to a final determination of the Internal Revenue Service or cause to be collected any withholding tax as described in and in accordance with subsection 5.2(c) with respect to income or distributions to Certificateholders. In preparing and filing tax returns for the Trusta court), the Owner Trustee shall allocate taxable income inform the Indenture Trustee in writing of such event, (i) 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 five (5) days before such returns are due to be filed, and (ii) capital accounts shall be maintained for each Monthly Period 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 following manner: Certificates, shall be designated as tax matters partner. In no event shall the Owner Trustee, the Administrator or the Seller (Aor 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, in an amount equal to the sum of (1) the product none of the Pass Through Rate multiplied by Owner Trustee, the Certificate Balance as Administrator, or the Seller shall elect, or shall cause an election to be made on behalf of the last day of such monthTrust, under (2i) the amount specified in clause (iii) Section 1278 of the definition of Certificateholders' Interest Distributable Amount for such Monthly Period, Code to accrue its market discount income currently or (3ii) any Trust income attributable to discount on the Receivables that corresponds to any excess Section 754 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 monthCode.

Accounting and Reports. to the Certificateholders, the ----------------------------------------------------- Internal Revenue Service and Others. The Owner Trustee shall (a) maintain (or ----------------------------------- cause to be maintained) the books of the Trust on the basis of a fiscal year ending October 31 on the accrual method of accounting, (b) deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations or otherwise, such information as may be required to enable each Certificateholder to prepare its federal income tax returns, (c) file such tax returns relating to the Trust 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 subsection 5.2(c) with respect to income or distributions to Certificateholders. In preparing and filing tax returns for the Trust, the Owner Trustee shall allocate taxable income of the Trust for each Monthly Period in the following manner: (A) to the Certificateholders, in an amount equal to the sum of (1) the product of the Pass 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 CertificateholdersCertificateholder, the Internal Revenue Service and Others. The Owner Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on the basis of a fiscal year ending October 31 on the accrual method of accounting, (b) deliver to each the Certificateholder, as may be required by the Code and applicable Treasury Regulations Regulations, or otherwise, such information as may be required requested by such Certificateholder, such information, reports or statements as may be necessary to enable each the Certificateholder to prepare its federal and state income tax returns, (c) file such tax returns relating to the Trust 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 so long as the Seller or any other Person is the sole beneficial owner of the Trust, no federal income tax purposesreturn 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 (dii) cause the Internal Revenue Service shall determine that the Trust is required to file such tax returns to a return. In the event that there shall be signed two or more beneficial owners of the Trust (including the treatment of any class of Notes as a beneficial ownership in the manner required by law and (e) collect Trust pursuant to a final determination of the Internal Revenue Service or cause to be collected any withholding tax as described in and in accordance with subsection 5.2(c) with respect to income or distributions to Certificateholders. In preparing and filing tax returns for the Trusta court), the Owner Trustee shall allocate taxable income 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 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) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained for each Monthly Period beneficial owner in accordance with the following manner: 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 (Aor 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, 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, in an amount equal to the sum of (1) the product none of the Pass Through Rate multiplied by Owner Trustee, the Certificate Balance as Administrator, or the Seller shall elect, or shall cause an election to be made, under (i) Section 1278 of the last day of such month, Code to accrue its market discount income currently or (2ii) the amount specified in clause (iii) Section 754 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 monthCode.

Accounting and Reports. to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall 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 October 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 or otherwiseRegulations, such information as may be required (including Schedule K-1) 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 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 subsection Section 5.2(c) with respect to income or distributions to Certificateholders. In preparing 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], 1999, a letter in form and filing substance satisfactory to the Owner Trustee as to whether any Federal tax returns for withholding on Certificates is then required and, if required, the Trustprocedures 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 allocate taxable income not have any liability with respect to the default or misconduct of the Trust for each Monthly Period in the following manner: (A) to the Certificateholders, in an amount equal to the sum of (1) the product of the Pass 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 monthAccountants.

Accounting and Reports. to the Noteholders, ----------------------------------------- Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall ----------------------------------------------------------- shall, based on information provided by the Seller, (ai) maintain (or cause to be maintained) the books of the Trust on the basis of a fiscal year ending October 31 February 28 or 29, as applicable, and based on the accrual method of accounting, (bii) deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations or otherwiseRegulations, such information as may be required (including Schedule K-1) to enable each such Certificateholder to prepare its federal and state income tax returns, (ciii) 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, (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 subsection Section 5.2(c) with respect to income or distributions to Certificateholders. In preparing 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 Seller, a firm of independent public accountants (the "Accountants") selected by the Seller. The ----------- Owner Trustee may require the Accountants to provide to the Owner Trustee, on or before March 15, 2002, a letter in form and filing substance satisfactory to the Owner Trustee as to whether any federal tax returns for withholding on Certificates is then required and, if required, the Trustprocedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update 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 5.5 upon its retention of the Accountants, and the Owner Trustee shall allocate taxable income not have any liability with respect to the default or misconduct of the Trust for each Monthly Period in the following manner: (A) to the Certificateholders, in an amount equal to the sum of (1) the product of the Pass 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 monthAccountants.

Accounting and Reports. to the CertificateholdersTo The Certificateholder, the Owners, The Internal Revenue Service and And Others. The Owner Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on the basis of a fiscal year ending October 31 on the accrual method of accounting, (b) deliver to each Certificateholder, Owner [and the Securities Insurer,] as may be required by the Code and applicable Treasury Regulations Regulations, or otherwise, such information as may be required requested by such Owner [and the Securities Insurer,] such information, reports or statements as may be necessary to enable each Certificateholder Owner to prepare its federal and state income tax returns, (c) file such tax returns relating to the Trust 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 security arrangement for the issuance of non-recourse debt so long as the Company or any other Person is the sole Owner, no federal income tax purposesreturn 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 the Company permitted by Section 3.4, the Code requires such a filing or (dii) cause the Internal Revenue Service shall determine that the Trust is required to file 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 subsection 5.2(c) with respect to income or distributions to Certificateholdersa return. In preparing and filing tax returns for the event that there shall be two or more beneficial owners of the Trust, the Owner Trustee shall allocate taxable income of inform the Trust for each Monthly Period Indenture Trustee [and the Securities Insurer] in the following manner: (A) to the Certificateholders, in an amount equal to the sum of (1) the product of the Pass Through Rate multiplied by the Certificate Balance as of the last day writing of such monthevent, (2x) 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 prepare or shall cause to be prepared federal and, if applicable, state or local partnership tax returns required to be filed by the Trust and shall remit such returns to the Company (or if the Company no longer owns any Residual Interest Certificates, the Owner designated for such purpose by the Company 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 for each Owner (or beneficial owner) in accordance with the Treasury Regulations under Section 704(b) of taxable income the Code reflecting each such Owner's (or beneficial owner's) share of the income, gains, deductions, and losses of the Trust for a particular calendar month among and/or guaranteed payments made by the Certificateholders in proportion Trust and contributions to, and distributions from, the Trust. The Company (or such designee Owner, as applicable) shall promptly sign such returns and deliver such returns after signature to the principal amount Owner Trustee and such returns shall be filed by the Owner Trustee with the appropriate tax authorities. In the event that a "tax matters partner" (within the meaning of Certificates owned Code Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Company is hereby designated as tax matters partner or, if the Company is not an Owner, the Owner selected by them as a majority of the first Record Date following Owners (by Percentage Interest) shall be designated as tax matters partner. In no event shall the end Owner Trustee or the Company (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 monthliability, cost or expense attributable to any act or omission by the Owner Trustee or the Company (or such designee Owner, as applicable), as the case may be, in breach of its obligations under this Agreement.

Accounting and Reports. to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on the a calendar year basis of a fiscal year ending October 31 on the accrual method of accounting, (b) deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations or otherwise, such information as may be required to enable each Certificateholder to prepare its federal income tax returnsreturn, (c) file such tax returns relating to the Trust 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 subsection 5.2(c) with respect to income or distributions to Certificateholders. In preparing and filing tax returns for the Trust, the Owner Trustee shall allocate taxable income of the Trust for each Monthly Collection Period in the following manner: (A) to the Certificateholders, in an amount equal to the sum of (1) interest distributable on the product of Certificates on the Pass Through Rate multiplied by the Certificate Balance as of the last day of Monthly Distribution Date related to such month, Collection Period and (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 Certificate Balance 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 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 calendar month Collection Period among the Certificateholders in proportion to the principal amount of Certificates Certificate Balance owned by them as of the first Record Date following for the end of such monthrelated Monthly Distribution Date.

Accounting and Reports. to the Certificateholders, the ----------------------------------------------------- Internal Revenue Service and Others. The Owner Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on the basis of a fiscal year ending October 31 on the accrual method of accounting, (b) deliver to each ----------------------------------- Certificateholder, as may be required by the Code and applicable Treasury Regulations Regulations, or otherwise, such information as may be required requested by such Certificateholder, such information, reports or statements as may be necessary to enable each Certificateholder to prepare its federal and state income tax returns, (c) file such tax returns relating to the Trust 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 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 (dii) cause the Internal ------------ Revenue Service shall determine that the Trust is required to file 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 subsection 5.2(c) with respect to income or distributions to Certificateholdersa return. In preparing and filing tax returns for the event that there shall be two or more beneficial owners of the Trust, the Owner Trustee shall allocate taxable income of inform the Trust for each Monthly Period Indenture Trustee in the following manner: (A) to the Certificateholders, in an amount equal to the sum of (1) the product of the Pass Through Rate multiplied by the Certificate Balance as of the last day writing of such monthevent, (2x) 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 prepare or shall cause to be 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 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 for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of taxable income the Code reflecting each such Certificateholder's share of the income, gains, deductions, and losses of the Trust for 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 the Owner Trustee and such returns shall be filed by the Owner Trustee with the appropriate tax authorities. In the event that a particular calendar month among "tax matters partner" (within the meaning of Code Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as tax matters partner or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders in proportion to (by Percentage Interest) shall be designated as tax matters partner. In no event shall the principal amount of Certificates owned by them Certificateholder or the Depositor (or such designee Certificateholder, as applicable) be liable for any liabilities, costs or expenses of the first Record Date following Trust or the end 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 monthliability, cost or expense attributable to any negligent act or omission by the Owner Trustee or the Depositor (or such designee Certificateholder, as applicable), as the case may be, in breach of its obligations under this Agreement.

Accounting and Reports. to the Noteholders, Certificateholders, the ---------------------------------------------------------- Internal Revenue Service and Others. The Owner Trustee shall Administrator shall, based on ----------------------------------- information provided by the Seller, (ai) maintain (or cause to be maintained) the books of the Trust Issuer on the basis of a fiscal year ending October 31 December 31, as applicable, and based on the accrual method of accounting, (bii) deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations or otherwiseRegulations, such information as may be required (including Schedule K-1) to enable each such Certificateholder to prepare its federal and 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 or federal statute or rule or regulation thereunder so as to maintain the TrustIssuer's characterization as a partnership for federal income tax purposes, (div) cause such tax returns to be signed in the manner required by law and (ev) advise the Owner Trustee to collect or cause to be collected any withholding tax as described in and in accordance with subsection 5.2(cSection 5.02(c) with respect to income or distributions to Certificateholders. In preparing and filing tax returns for the Trust, the The Owner Trustee shall allocate taxable income elect under Section 1278 of the Trust for each Monthly Period Code to include in the following manner: (A) income currently any market discount that accrues with respect to the Certificateholders, in an amount equal to Receivables. The Owner Trustee shall not make the sum of (1) the product election provided under Section 754 of the Pass Through Rate multiplied Code. The Administrator may satisfy its obligations with respect to this Section by retaining, at the Certificate Balance as expense 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 a firm of independent public accountants (the "Accountants") selected by the Seller. The Administrator may require the Accountants to provide to the extent that Administrator, on or before June 20, 2001, a letter in form and substance satisfactory to the taxable income Administrator 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 Trust for Code. The Accountants shall be required to update such letter in each month exceeds the amount computed under (A) aboveinstance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. Unless otherwise permitted or required by any applicable law or regulation, the Owner Trustee The Administrator shall allocate amounts of taxable income be deemed to have discharged its obligations pursuant to this Section upon its retention of the Trust for a particular calendar month among Accountants, and the Certificateholders in proportion Administrator shall not have any liability with respect to the principal amount of Certificates owned by them as default or misconduct of the first Record Date following the end of such monthAccountants.

Accounting and Reports. to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall 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 October 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 or otherwiseRegulations, such information as may be required (including Schedule K-1) 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 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 subsection Section 5.2(c) with respect to income or distributions to Certificateholders. In preparing 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 filing substance satisfactory to the Owner Trustee as to whether any Federal tax returns for withholding on Certificates is then required and, if required, the Trustprocedures 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 allocate taxable income not have any liability with respect to the default or misconduct of the Trust for each Monthly Period in the following manner: (A) to the Certificateholders, in an amount equal to the sum of (1) the product of the Pass 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 monthAccountants.

Accounting and Reports. to the CertificateholdersFor all purposes of this Section 7.09, the Internal Revenue Service and OthersServicer shall act on ------------ behalf of the Owner Trustee who in turn shall be acting on behalf of the Issuer Trust. The Owner Trustee Servicer shall (a) maintain (or cause to be maintained) the books of the Trust on the basis of a fiscal year ending October 31 on the accrual method of accounting, (b) deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations Regulations, or otherwise, such information as may be required requested by such Certificateholder, such information, reports or statements as may be necessary to enable each Certificateholder to prepare its federal and state income tax returns, (c) file such tax returns relating to . Consistent with the Trust 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 Issuer Trust's characterization for tax purposes as a partnership security arrangement for the issuance of non-recourse debt so long as the Transferor or any other Person is the sole Certificateholder, no federal income tax purposesreturn shall be filed on behalf of the Issuer Trust unless either (i) the Servicer 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 Transferor permitted by Section 3.4 of the Trust Agreement, 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 Certificateholders, (dx) cause such tax returns to be signed in the manner required by law and (e) collect Servicer shall prepare or shall cause to be collected prepared federal and, if applicable, state or local partnership tax returns required to be filed by the Issuer Trust and shall remit such returns to the Transferor (or if the Transferor no longer owns any withholding tax as described in Trust Certificates, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) for such purpose) at least five days before such returns are due to be filed, and (y) capital accounts shall be maintained for each Certificateholder in accordance with subsection 5.2(cthe Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder's pro rata share of the income, gains, deductions, and losses of the Issuer Trust and contributions to, and distributions from, the Issuer Trust. The Transferor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Servicer and such returns shall be filed by the Servicer 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 income or distributions to Certificateholders. In preparing and filing tax returns for the Issuer Trust, the Owner Trustee shall allocate taxable income Transferor is hereby designated as tax matters partner or, if the Transferor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as tax matters partner. In no event shall the Servicer or the Transferor (or such designee Certificateholder, as applicable) be liable for any liabilities, costs or expenses of the Issuer Trust or the Certificateholders 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 each Monthly Period in any such liability, cost or expense attributable to any act or omission by the following manner: Servicer or the Transferor (Aor such designee Certificateholder, as applicable) to as the Certificateholderscase may be, in an amount equal to the sum breach of (1) the product of the Pass 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 its obligations 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 monththis Agreement.