Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of # Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of # the amount of such Obligations due and payable to such Lender at such time to # the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or # Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of # the amount of such Obligations owing (but not due and payable) to such Lender at such time to # the aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall # notify the Administrative Agent of such fact, and # purchase (for cash at face value) participations in the Revolving Credit Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, 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 Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

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.

Section # Sharing of Payments by Lenders 43

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.

Sharing of Payments, Etc.. IfSubject to the provisions of [Sections 2.07(e) and 2.21], if any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations than the proportion received by any other [[Organization B:Organization]], then the Lender receiving such greater proportion shall # notify the Administrative Agent of such fact and # purchase (for cash at face value) participations in the Loans and such other obligations of the other [[Organization B:Organization]], or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by [[Organization B:Organization]] ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that # if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and # the provisions of this Section 2.12 shall not be construed to apply to # any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement, # any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, # any acceptance by any Lender of any rollover Indebtedness issued to such Lender in lieu of such Lender’s applicable pro rata share of any prepayment of any Borrowing made pursuant to Section 2.06 or 2.06, # payments made pursuant to a court order. or # any payment obtained by any First-Out Lender in accordance with Section 7.06. Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under Legal Requirements, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Loan Party in the amount of such participation.

If any [[Organization A:Organization]] shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of # Obligations in respect of any of the Facilities due and payable to such [[Organization A:Organization]] hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of # the amount of such Obligations due and payable to such [[Organization A:Organization]] at such time to # the aggregate amount of the Obligations in respect of the Facilities due and payable to all ​ hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all ​ hereunder and under the other Loan Documents at such time obtained by all the ​ at such time or # Obligations in respect of any of the Facilities owing (but not due and payable) to such [[Organization A:Organization]] hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of # the amount of such Obligations owing (but not due and payable) to such [[Organization A:Organization]] at such time to # the aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all ​ hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all ​ hereunder and under the other Loan Documents at such time obtained by all of the ​ at such time, then, in each case under [clauses (a) and (b) above], the [[Organization A:Organization]] receiving such greater proportion shall # notify the [[Administrative Agent:Organization]] of such fact, and # purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swingline Loans of the other ​, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the ​ ratably in accordance with the aggregate amount of Obligations in respect of the Facilities then due and payable to the ​ or owing (but not due and payable) to the ​, as the case may be, provided that:

Each of the Lenders agrees that it shall not, without the express written consent of Agent, set off against the Obligations any amounts owing by such Lender to any Loan Party or its Subsidiaries or any deposit accounts of any Loan Party or its Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Borrower or any Guarantor or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral.

Section # Sharing of Payments 125123

SECTION # Sharing of Payments, Etc.