Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans or any Tranche of the Loans made by it, or the participations in L/C Obligations, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately # notify the Administrative Agent of such fact, and # purchase from the other ​ such participations in the Loans or any Tranche of Loans made by them and/or such sub-participations in the participations in L/C Obligations held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them (or other share contemplated hereunder); provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in [Section 11.05] (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of # the amount of such paying Lender’s required repayment to # the total amount so recovered from the purchasing Lender) (or other share contemplated hereunder) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrowers agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff, but subject to [Section 11.08]) with respect to such participation as fully as if such Lender were the direct creditor of the Borrowers in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this [Section 2.13] and will in each case notify ​ following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Each payment by the Borrower on account of the principal of or interest on the Loans denominated in Dollars or any fee, commission or other amounts (including the Reimbursement Obligation) denominated in Dollars payable to the Lenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders entitled to such payment in Dollars, in Same Day Funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 10.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes.

. If any ​ shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it resulting in such ​’s receiving payment of a proportion of the aggregate amount of such participations and accrued interest thereon greater than its applicable Pro Rata Share thereof as provided herein, then the ​ receiving such greater proportion shall # notify the [[Administrative Agent:Organization]] of such fact, and # purchase (for cash at face value) participations in the Loans or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

Sharing of Payments. (a) If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of principal of or interest on the Loans, the Reimbursement Obligations or participations in Swingline Loans owed to it by any Borrower in excess of its Pro Rata Share or BSub Percentage, respectively, related to the Revolving Loans or its pro rata portion of the Term Loans of all payments and other recoveries obtained by all Revolving Lenders, the applicable BSub Lenders or all Term Lenders, as the case may be, on account of principal of and interest on such Loans, Reimbursement Obligations or participations in Swingline Loans, then such Lender shall immediately # notify the Administrative Agent and the other applicable Lenders (including the Swingline Lender) of such fact and # purchase such participations in the Loans, Reimbursement Obligations and participations in Swingline Loans of the other Lenders to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery pro rata with such other Lenders in accordance with their Pro Rata Shares, BSub Percentages or pro rata portion of the Term Loans, as applicable (or, after all Loans have matured or been accelerated, in such manner as results in all Lenders sharing such payment or other recovery pro rata (determined on the basis of the relationship between the aggregate amount owed hereunder to each Lender and the aggregate amount owed hereunder to all Lenders); provided that if all or any portion of such excess payment or other recovery is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of # the amount of such paying Lender’s required repayment to # the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered.

Sharing of Payments. If you shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Loans and the Note in excess of your Purchased Interest in payments on account of the Loans and the

Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim Administrative Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Administrative Agent and Lenders, to the provisions of [Section 12.3(b)] hereof), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantor), in which case it shall promptly notify Lead Borrower and Administrative Agent thereof; provided, that, such Lender’s failure to give such notice shall not affect the validity thereof.

Tax Sharing Installment Payments. (a) Federal Income Taxes. Ford may, in its sole discretion, deliver to Ford Credit a schedule, not later than five business days prior to any Estimated Tax Installment Date with respect to any taxable period, setting forth the estimated amount of the related installment of the Ford Credit Federal Income Tax Liability determined under the principles of Section 6655 of the Code. Ford Credit shall pay Ford in accordance with their customary intercompany settlement procedure.

Section # Sharing Payments.

Section # Payments Generally; Allocation of Proceeds; Sharing of Payments 97104

Section # Sharing of Payments. 188187