Tax Accounting Characterization. (a) It is the intent of the parties hereto and MBFS USA that, for the purposes of federal income, State and local income and franchise tax and any other income taxes, so long as the Issuer has no equity owner other than one Certificateholder (as determined for federal income tax purposes), the Issuer will be treated as an entity disregarded as separate from the Certificateholder for federal income tax purposes. If for any reason the Issuer has more than one Certificateholder, the parties hereto and MBFS USA intend for federal income tax purposes that the Issuer will be a partnership, the Certificateholders will be partners in the partnership and the partnership will not be an association or publicly traded partnership taxable as a corporation. The Notes are intended to be treated as indebtedness for federal income tax purposes. The Certificateholder hereby agrees and each Holder, by acceptance of a Note, agrees in the Indenture to such treatment and agrees to take no action inconsistent with such treatment.
