Federal Income Tax Matters. The Certificateholders acknowledge that it is their intent and that they understand it is the intent of the Depositor and the Servicer that, for purposes of federal income, State and local income and franchise tax and any other income taxes, the Trust will be treated either as a disregarded entity under Treasury Regulation Section 301.7701-3 or as a partnership, and that the Certificateholders will be treated as partners in that partnership. The Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. For each calendar quarter, other than periods in which there is only one Certificateholder:
Federal Income Tax Matters. The Certificateholders acknowledge that it is their intent and that they understand it is the intent of the Depositor and the Servicer that, for purposes of federal income, State and local income and franchise tax and any other income taxes, the Trust will be treated either as a disregarded entity under Treasury Regulation Section 301.7701-3 (to the extent the Certificates are beneficially owned by one person) or as a partnership (to the extent the Certificates are owned by two or more persons), and that the Certificateholders will be treated as partners in that partnership. The Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. For each calendar quarter, other than periods in which there is only one Certificateholder:
Federal Income Tax Matters. The Certificateholders acknowledge that it is their intent and that they understand it is the intent of the Depositor and the Servicer that, for purposes of federal income, state and local income and franchise tax and any other income taxes, the Trust will be treated as a partnership and the Certificateholders and the Depositor will be treated as partners in that partnership. The Depositor hereby agrees and the Certificateholders by acceptance of a Certificate agree to such treatment and each agrees to take no action inconsistent with such treatment. For purposes of federal income, State and local income and franchise tax and any other income taxes each month:
Federal Income Tax Matters. The Certificateholders acknowledge that it is their intent and that they understand it is the intent of the Depositor and the Servicer that, for purposes of Federal income, state and local income and franchise tax and any other income taxes, the Trust will be treated either as a "nonentity" under Treas. Reg. ss. 301.7701-3 or as a partnership, and the Certificateholders (including the Depositor) will be treated as partners in that partnership. The Depositor and the other Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. For each taxable year (or portion thereof), other than periods in which there is only one Certificateholder:
Federal Income Tax Matters. Each Warrantholder agrees to treat each Warrant as a call option for federal income tax purposes.
Federal Income Tax Matters. The Certificateholders acknowledge that it is their intent and that they understand it is the intent of the Depositor and the Servicer that, for purposes of federal income, State and local income and franchise tax and any other income taxes, the Issuer shall be treated as either an entity that is disregarded as separate from the beneficial owner of the equity in the Issuer if there is only one such owner, or as a partnership (other than an association or publicly traded partnership) if there are two or more such owners, and income, gain or loss of the Issuer for such month as determined for federal, State and local income and franchise tax purposes shall be allocated among the Certificateholders as of the Record Date occurring within such month, in proportion to their ownership of the Certificate Percentage Interest on such date. The Depositor hereby agrees and each Certificateholder by acceptance of a Certificate agrees to such treatment and each agrees to take no action inconsistent with the foregoing characterization. The Depositor is authorized to modify the allocations in this Section if necessary or appropriate, in its sole discretion, for the allocations to reflect fairly the economic income, gain or loss to the Certificateholders or as otherwise required by the Code. ARTICLE THREE
Federal Income Tax Matters. The Certificateholders acknowledge that it is their intent and that they understand it is the intent of the Depositor and the Servicer that, for purposes of federal income, State and local income and franchise tax and any other income taxes, the Issuer shall be treated as either an entity that is disregarded as separate from the beneficial owner of the equity in the Issuer if there is only one such owner, or as a partnership (other than an association or publicly traded partnership) if there are two or more such owners, and income, expenses, gain or loss of the Issuer for such month as determined for federal, State and local income and franchise tax purposes shall be allocated among the Certificateholders as of the Record Date occurring within such month, in proportion to their ownership of the Certificate on such date. The Depositor hereby agrees and each Certificateholder by acceptance of a Certificate agrees to such treatment and each agrees to take no action inconsistent with the foregoing characterization. The Depositor is authorized to modify the allocations in this Section if necessary or appropriate, in its sole discretion, for the allocations to reflect fairly the economic income, expenses, gain or loss to the Certificateholders or as otherwise required by the Code.
Federal Income Tax Matters. To Sponsor’s best knowledge, (1) no Owner has taken any action, omitted to take any action, or permitted any action to be taken that would impair the exclusion from gross income for federal income tax purposes of the interest payable on any of the Bonds, and (2) no Owner is in violation of any material requirement of any tax certificate relating to the Bonds.
Federal Income Tax Matters. It is the intent of the Depositor and Ford Credit that, for purposes of federal income, state and local income and franchise tax and any other income taxes, the Trust will be treated as a disregarded entity that is 100% owned by the Depositor, and that the Depositor in turn will be a disregarded entity that is 100% owned Ford Credit. Accordingly, for so long as the Depositor owns 100% of the Certificates, each class of Notes is intended to be treated as indebtedness of Ford Credit. The Depositor and Ford Credit hereby agree and the Noteholders by acceptance of a Notes will agree in the Indenture to such treatment and each agrees to take no action inconsistent with such treatment. In the event that (i) one or more classes of Notes is recharacterized as an equity interest, and not as indebtedness of the Depositor, or (ii) the Certificates are not 100% owned by the Depositor, the parties intend that the Trust be characterized as a partnership, in the case of (i) above, between the Certificateholder and the holders of such class or classes of Notes (the "Recharacterized Classes"), or in the case of (ii) above, among the Certificateholders and the Depositor. In that event, for purposes of federal income, state and local income and franchise tax and any other income taxes each month:
Federal Income Tax Matters. If there is more than one beneficial owner of the Certificates, net income or net loss of the Trust for any month as determined for federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated among the Certificateholders as of the first day following the Record Date, in proportion to their Percentage Interest evidencing the Certificates on the Record Date. If there is more than one beneficial owner of the Certificates (or if a Class of Notes is recharacterized as equity for U.S. federal tax purposes), the Trust is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Certificateholders, or as otherwise required by the Code.
