Common use of Federal Income Tax Matters Clause in Contracts

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. It is the intent of the Depositor Deposi tor 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 accep tance 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: