Margin Call Deadline. If the Agent delivers a Margin Call to the Seller at or before 12:00 p.m. on any Business Day, then the Seller shall transfer cash and/or Additional Purchased Loans as provided in [Section 6.1] on the same Business Day. If the Agent delivers a Margin Call to the Seller after 12:00 p.m. on any Business Day, then the Seller shall transfer cash and/or Additional Purchased Loans by no later than 12:00 p.m. on the next following Business Day.

“Applicable Rate” means the Applicable Rate, Applicable Margin, Margin or any similar or analogous definition in the Agreement. If there is no such definition in the Agreement because the margin is a specified amount, the “Applicable Rate” shall be the amount specified as the margin in the Agreement.

“Applicable Margin”: the rate per annum set forth under the relevant column heading in the Pricing Grid. For the avoidance of doubt, # the “Applicable Margin” for RFR Loans shall take into account any Credit Adjustment Spread set forth in the Pricing Grid and # the “Applicable Margin” will be adjusted from time to time based on the Sustainability Margin Adjustment and the Bonus Sustainability Margin Adjustment, as applicable.

Interest and Fee Basis; Applicable Eurocurrency Margin, Applicable Floating Rate Margin, Applicable L/C Fee Percentage and Applicable Commitment Fee Percentage.

“Sustainability Margin Adjustment”: with respect to any calendar year, an amount (whether positive, negative or zero), equal to the sum of # GHG Emissions Applicable Margin Adjustment Amount, plus # the Renewable Electricity Applicable Margin Adjustment Amount, plus # Ford Europe [[Unknown Identifier]] Tailpipe Emissions Applicable Margin Adjustment Amount, in each case for such calendar year.

“SOFR Margin” is defined in the definition of Applicable Margin.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Margin. (a) All computations of interest for ABR Loans when the Alternate Base Rate is determined by [[Administrative Agent, Swing Line Lender, an L/C Issuer, Joint Lead Arranger and Joint Book Runner:Organization]]’ Prime Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent or Multicurrency Administrative Agent, as applicable, of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

“Adjusted Applicable Margin” means the stated Applicable Margin for Advances set forth on the Transaction Schedule with respect to the applicable currency plus 2% per annum.

Applicable Law . This Agreement shall be governed and interpreted in accordance with the laws of Ohio and applicable federal law.

Applicable Law. Executive’s primary place of employment is [[Company:Organization]]’s corporate headquarters located in [[Address A:Address]]. Accordingly, this Agreement is made in, and shall be interpreted, construed and governed according to the laws of, the State of North Carolina, regardless of choice of law principles of any jurisdiction to the contrary. Each party, for themselves and their successors and assigns, hereby irrevocably # consents to the exclusive jurisdiction of the North Carolina state and federal courts located in Mecklenburg County, North Carolina and # waives any objection to any such action based on venue or forum non conveniens. Further, Executive hereby irrevocably consents to the jurisdiction of any court or similar body within the Restricted Territory for enforcement of any judgment entered in a court or similar body pursuant to this Agreement. This Agreement is intended, among other things, to supplement the provisions of the North Carolina Trade Secrets Protection Act and the Defend Trade Secrets Act of 2016, each as amended from time to time, and the duties Executive owes to [[Company:Organization]] under North Carolina common law, including, but not limited to, fiduciary duties owed by Executive to [[Company:Organization]].