Common use of Credit Trading Clause in Contracts

Credit Trading. (i) Credits in Ford’s Agreement Balance may be traded (or deficits resolved) in accordance with the trading provisions of the 2018 Federal Program and the additional credit trading restrictions described in this Agreement. (ii) Credits in the Emissions Benefit Balance may not be directly traded by Ford and credits may only be added or removed in accordance with Paragraph 34(B) above. (iii) Trading within Agreement. Except as noted in Paragraph 34(D)(iv)(3) below for Federal Program credits acquired from XXX-only manufacturers, Ford may only trade credits earned under this Agreement for its Agreement Balance from/to other manufacturers who have executed an agreement similar to this Agreement. CARB’s Executive Officer will determine if any such agreements exist and provide in writing a determination to all parties to any such agreements as to which manufacturers may trade credits under this Agreement or similar agreements. (iv) Transferring Credits into Agreement. (1) Earned or purchased MY2020 or earlier Federal Program credits may be used to meet Ford’s commitments in this Agreement. (2) Except as noted below for XXX-only manufacturers and as specified in Paragraph 34(C)(iv) for Federal Program credits used to resolve any outstanding deficits after the expiration or early termination of this Agreement, MY2021 and subsequent credits earned under the Federal Program by Ford or any other manufacturer may not be used to meet Ford’s commitments in this Agreement for its Agreement Balance. (3) MY2021 through MY2026 Federal Program credits earned by a XXX-only manufacturer and acquired by Ford through a Federal Program credit transaction may be used to meet Ford’s commitments in this Agreement subject to the following:‌ (a) Only Federal Program credits directly earned by the XXX-only manufacturer are eligible. For purposes of this requirement, XXX-only manufacturer means a vehicle manufacturer that exclusively offers BEVs and/or FCEVs for sale in the United States. (b) Adjustment of Federal Program Credits transferred into program. (i) MY2020 and earlier credits earned by a XXX-only manufacturer and acquired by Ford shall be recorded as a credit transaction (credits acquired) in Ford’s Agreement Balance and Emissions Benefit Balance per ABT rules without adjustment. (ii) For model years subject to standards specified in this Agreement, credits earned under the SAFE Rule Part Two by a XXX-only manufacturer and acquired by Ford shall be adjusted before being recorded as a credit transaction (credits acquired) in Ford’s Agreement Balance and Emissions Benefit Balance per ABT rules. To adjust credits acquired, the credits shall be reduced by the following formula before being added to Ford’s Agreement Balance and Emissions Benefit Balance: [] = [] _ Where: Creditsadj = Credit amount, in megagrams, after adjustment. Creditsacq = Acquired credit amount, in megagrams, before adjustment. Adjust_FactorMY = Adjustment factor specific to the model year of the acquired credits from the following table: MY2021 MY2022 MY2023 MY2024 MY2025 MY2026 (iii) If the Federal Program is further amended after the SAFE Rule Part Two, Federal Program credits earned by a XXX- only manufacturer for model years subject to standards specified in this Agreement and acquired by Ford shall be adjusted to reflect the relative difference in effective stringency between the Agreement and the Federal Program before being recorded as a credit transaction (credits acquired) in Ford’s Agreement Balance and Emissions Benefit Balance per ABT rules. Ford and CARB, in accordance with Paragraph 35, shall in good xxxxx xxxxxx to determine the appropriate adjustment. In determining such an adjustment, the Parties acknowledge that the adjustment factor specified in this Agreement was derived from the difference in credits earned by a XXX under the Agreement (in g/mi) versus credits earned under the Federal Program. Assumptions include a fleet with an equal share of passenger cars and light trucks, and industry sales-weighted average passenger car and light truck footprints of 46.2 and 53.8 square feet, respectively. (4) Credits earned under a CA and/or Section 177 State program based solely on sales in CA and/or the Section 177 State(s) may not be used to meet Ford’s commitments in this Agreement for its Agreement Balance. (v) Transferring Credits out of Agreement. Credits earned by Ford per this Agreement for its Agreement Balance may not be used by or traded by Ford to meet its or any other vehicle manufacturer’s obligation under the Federal Program, or a CA and/or Section 177 State program based solely on sales in CA and/or the Section 177 State(s).

Credit Trading. (i) Credits in FordVWGoA’s Agreement Balance may be traded (or deficits resolved) in accordance with the trading provisions of the 2018 Federal Program and the additional credit trading restrictions described in this Agreement. (ii) Credits in the Emissions Benefit Balance may not be directly traded by Ford VWGoA and credits may only be added or removed in accordance with Paragraph 34(B) above. (iii) Trading within Agreement. Except as noted in Paragraph 34(D)(iv)(3) below for Federal Program credits acquired from XXX-only manufacturers, Ford VWGoA may only trade credits earned under this Agreement for its Agreement Balance from/to other manufacturers who have executed an agreement similar to this Agreement. CARB’s Executive Officer will determine if any such agreements exist and provide in writing a determination to all parties to any such agreements as to which manufacturers may trade credits under this Agreement or similar agreements. (iv) Transferring Credits into Agreement. (1) Earned or purchased MY2020 or earlier Federal Program credits may be used to meet FordVWGoA’s commitments in this Agreement. (2) Except as noted below for XXX-only manufacturers and as specified in Paragraph 34(C)(iv) for Federal Program credits used to resolve any outstanding deficits after the expiration or early termination of this Agreement, MY2021 and subsequent credits earned under the Federal Program by Ford VWGoA or any other manufacturer may not be used to meet Ford’s VWGoA's commitments in this Agreement for its Agreement Balance. (3) MY2021 through MY2026 Federal Program credits earned by a XXX-only manufacturer and acquired by Ford VWGoA through a Federal Program credit transaction may be used to meet Ford’s VWGoA's commitments in this Agreement subject to the following:‌following: (a) Only Federal Program credits directly earned by the XXX-only manufacturer are eligible. For purposes pmposes of this requirement, XXX-only manufacturer means a vehicle manufacturer that exclusively offers BEVs and/or FCEVs for sale in the United States. (b) Adjustment of Federal Program Credits transferred transfened into program. (i) MY2020 and earlier credits earned by a XXX-only manufacturer and acquired by Ford VWGoA shall be recorded as a credit transaction (credits acquired) in Ford’s VWGoA's Agreement Balance and Emissions Benefit Balance per ABT rules rnles without adjustment. (ii) For model years subject to standards specified in this Agreement, credits earned under the SAFE Rule Part Two by a XXX-only manufacturer and acquired by Ford VWGoA shall be adjusted before being recorded as a credit transaction (credits acquired) in Ford’s VWGoA's Agreement Balance and Emissions Benefit Balance per ABT rulesrnles. To adjust credits acquired, the credits shall be reduced by the following formula before being added to Ford’s Agreement Balance and Emissions Benefit Balance: [] = [] _ Where: Creditsadj = Credit amount, in megagrams, after adjustment. Creditsacq = Acquired credit amount, in megagrams, before adjustment. Adjust_FactorMY = Adjustment factor specific to the model year of the acquired credits from the following table: MY2021 MY2022 MY2023 MY2024 MY2025 MY2026 (iii) If the Federal Program is further amended after the SAFE Rule Part Two, Federal Program credits earned by a XXX- only manufacturer for model years subject to standards specified in this Agreement and acquired by Ford shall be adjusted to reflect the relative difference in effective stringency between the Agreement and the Federal Program before being recorded as a credit transaction (credits acquired) in Ford’s Agreement Balance and Emissions Benefit Balance per ABT rules. Ford and CARB, in accordance with Paragraph 35, shall in good xxxxx xxxxxx to determine the appropriate adjustment. In determining such an adjustment, the Parties acknowledge that the adjustment factor specified in this Agreement was derived from the difference in credits earned by a XXX under the Agreement (in g/mi) versus credits earned under the Federal Program. Assumptions include a fleet with an equal share of passenger cars and light trucks, and industry sales-weighted average passenger car and light truck footprints of 46.2 and 53.8 square feet, respectively. (4) Credits earned under a CA and/or Section 177 State program based solely on sales in CA and/or the Section 177 State(s) may not be used to meet Ford’s commitments in this Agreement for its Agreement Balance. (v) Transferring Credits out of VWGoA's Agreement. Credits earned by Ford per this Agreement for its Agreement Balance may not be used by or traded by Ford to meet its or any other vehicle manufacturer’s obligation under the Federal Program, or a CA and/or Section 177 State program based solely on sales in CA and/or the Section 177 State(s).

Credit Trading. (i) Credits in FordBMW NA’s Agreement Balance may be traded (or deficits resolved) in accordance with the trading provisions of the 2018 Federal Program and the additional credit trading restrictions described in this Agreement. (ii) Credits in the Emissions Benefit Balance may not be directly traded by Ford BMW NA and credits may only be added or removed in accordance with Paragraph 34(B) above. (iii) Trading within Agreement. Except as noted in Paragraph 34(D)(iv)(3) below for Federal Program credits acquired from XXX-only manufacturers, Ford BMW NA may only trade credits earned under this Agreement for its Agreement Balance from/to other manufacturers who have executed an agreement similar to this Agreement. CARB’s Executive Officer will determine if any such agreements exist and provide in writing a determination to all parties to any such agreements as to which manufacturers may trade credits under this Agreement or similar agreements. (iv) Transferring Credits into Agreement. (1) Earned or purchased MY2020 or earlier Federal Program credits may be used to meet FordBMW NA’s commitments in this Agreement. (2) Except as noted below for XXX-only manufacturers and as specified in Paragraph 34(C)(iv) for Federal Program credits used to resolve any outstanding deficits after the expiration or early termination of this Agreement, MY2021 and subsequent credits earned under the Federal Program by Ford BMW NA or any other manufacturer may not be used to meet FordBMW NA’s commitments in this Agreement for its Agreement Balance. (3) MY2021 through MY2026 Federal Program credits earned by a XXX-XXX- only manufacturer and acquired by Ford BMW NA through a Federal Program credit transaction may be used to meet FordBMW NA’s commitments in this Agreement subject to the following:‌ (a) Only Federal Program credits directly earned by the XXX-only manufacturer are eligible. For purposes of this requirement, XXX-XXX- only manufacturer means a vehicle manufacturer that exclusively offers BEVs and/or FCEVs for sale in the United States. (b) Adjustment of Federal Program Credits transferred into program. (i) MY2020 and earlier credits earned by a XXX-only manufacturer and acquired by Ford BMW NA shall be recorded as a credit transaction (credits acquired) in FordBMW NA’s Agreement Balance and Emissions Benefit Balance per ABT rules without adjustment. (ii) For model years subject to standards specified in this Agreement, credits earned under the SAFE Rule Part Two by a XXX-only manufacturer and acquired by Ford BMW NA shall be adjusted before being recorded as a credit transaction (credits acquired) in FordBMW NA’s Agreement Balance and Emissions Benefit Balance per ABT rules. To adjust credits acquired, the credits shall be reduced by the following formula before being added to FordBMW NA’s Agreement Balance and Emissions Benefit Balance: [] = [] _ Where: Creditsadj = Credit amount, in megagrams, after adjustment. Creditsacq = Acquired credit amount, in megagrams, before adjustment. Adjust_FactorMY = Adjustment factor specific to the model year of the acquired credits from the following table: MY2021 MY2022 MY2023 MY2024 MY2025 MY2026: (iii) If the Federal Program is further amended after the SAFE Rule Part Two, Federal Program credits earned by a XXX- XXX-only manufacturer for model years subject to standards specified in this Agreement and acquired by Ford BMW NA shall be adjusted to reflect the relative difference in effective stringency between the Agreement and the Federal Program before being recorded as a credit transaction (credits acquired) in FordBMW NA’s Agreement Balance and Emissions Benefit Balance per ABT rules. Ford BMW NA and CARB, in accordance with Paragraph 35, shall in good xxxxx xxxxxx to determine the appropriate adjustment. In determining such an adjustment, the Parties acknowledge that the adjustment factor specified in this Agreement was derived from the difference in credits earned by a XXX under the Agreement (in g/mi) versus credits earned under the Federal Program. Assumptions include a fleet with an equal share of passenger cars and light trucks, and industry sales-weighted average passenger car and light truck footprints of 46.2 and 53.8 square feet, respectively. (4) Credits earned under a CA and/or Section 177 State program based solely on sales in CA and/or the Section 177 State(s) may not be used to meet FordBMW NA’s commitments in this Agreement for its Agreement Balance. (v) Transferring Credits out of Agreement. Credits earned by Ford BMW NA per this Agreement for its Agreement Balance may not be used by or traded by Ford BMW NA to meet its or any other vehicle manufacturer’s obligation under the Federal Program, or a CA and/or Section 177 State program based solely on sales in CA and/or the Section 177 State(s).

Credit Trading. (i) Credits in FordVolvo Car USA’s Agreement Balance may be traded (or deficits resolved) in accordance with the trading provisions of the 2018 Federal Program and the additional credit trading restrictions described in this Agreement. (ii) Credits in the Emissions Benefit Balance may not be directly traded by Ford Volvo Car USA and credits may only be added or removed in accordance with Paragraph 34(B) above. (iii) Trading within Agreement. Except as noted in Paragraph 34(D)(iv)(3) below for Federal Program credits acquired from XXXZEV-only manufacturers, Ford Volvo Car USA may only trade credits earned under this Agreement for its Agreement Balance from/to other manufacturers who have executed an agreement similar to this Agreement. CARB’s Executive Officer will determine if any such agreements exist and provide in writing a determination to all parties to any such agreements as to which manufacturers may trade credits under this Agreement or similar agreements. (iv) Transferring Credits into Agreement. (1) Earned or purchased MY2020 or earlier Federal Program credits may be used to meet FordVolvo Car USA’s commitments in this Agreement. (2) Except as noted below for XXXZEV-only manufacturers and as specified in Paragraph 34(C)(iv) for Federal Program credits used to resolve any outstanding deficits after the expiration or early termination of this Agreement, MY2021 and subsequent credits earned under the Federal Program by Ford Volvo Car USA or any other manufacturer may not be used to meet FordVolvo Car USA’s commitments in this Agreement for its Agreement Balance. (3) MY2021 through MY2026 Federal Program credits earned by a XXX-ZEV- only manufacturer and acquired by Ford Volvo Car USA through a Federal Program credit transaction may be used to meet FordVolvo Car USA’s commitments in this Agreement subject to the following:‌following: (a) Only Federal Program credits directly earned by the XXXZEV-only manufacturer are eligible. For purposes of this requirement, XXX-ZEV- only manufacturer means a vehicle manufacturer that exclusively offers BEVs and/or FCEVs for sale in the United States. (b) Adjustment of Federal Program Credits transferred into program. (i) MY2020 and earlier credits earned by a XXXZEV-only manufacturer and acquired by Ford Volvo Car USA shall be recorded as a credit transaction (credits acquired) in FordVolvo Car USA’s Agreement Balance and Emissions Benefit Balance per ABT rules without adjustment. (ii) For model years subject to standards specified in this Agreement, credits earned under the SAFE Rule Part Two by a XXXZEV-only manufacturer and acquired by Ford Volvo Car USA shall be adjusted before being recorded as a credit transaction (credits acquired) in FordVolvo Car USA’s Agreement Balance and Emissions Benefit Balance per ABT rules. To adjust credits acquired, the credits shall be reduced by the following formula before being added to Ford’s Agreement Balance and Emissions Benefit Balance: [] = [] _ Where: Creditsadj = Credit amount, in megagrams, after adjustment. Creditsacq = Acquired credit amount, in megagrams, before adjustment. Adjust_FactorMY = Adjustment factor specific to the model year of the acquired credits from the following table: MY2021 MY2022 MY2023 MY2024 MY2025 MY2026Factor 0.96 0.95 0.94 0.93 0.92 0.91 (iii) If the Federal Program is further amended after the SAFE Rule Part Two, Federal Program credits earned by a XXX- ZEV-only manufacturer for model years subject to standards specified in this Agreement and acquired by Ford Volvo Car USA shall be adjusted to reflect the relative difference in effective stringency between the Agreement and the Federal Program before being recorded as a credit transaction (credits acquired) in FordVolvo Car USA’s Agreement Balance and Emissions Benefit Balance per ABT rules. Ford Volvo Car USA and CARB, in accordance with Paragraph 35, shall in good xxxxx xxxxxx to determine the appropriate adjustment. In determining such an adjustment, the Parties acknowledge that the adjustment factor specified in this Agreement was derived from the difference in credits earned by a XXX under the Agreement (in g/mi) versus credits earned under the Federal Program. Assumptions include a fleet with an equal share of passenger cars and light trucks, and industry sales-weighted average passenger car and light truck footprints of 46.2 and 53.8 square feet, respectively. (4) Credits earned under a CA and/or Section 177 State program based solely on sales in CA and/or the Section 177 State(s) may not be used to meet FordVolvo Car USA’s commitments in this Agreement for its Agreement Balance. (v) Transferring Credits out of Agreement. Credits earned by Ford Volvo Car USA per this Agreement for its Agreement Balance may not be used by or traded by Ford Volvo Car USA to meet its or any other vehicle manufacturer’s obligation under the Federal Program, or a CA and/or Section 177 State program based solely on sales in CA and/or the Section 177 State(s).

Credit Trading. (i) Credits in FordBMW NA’s Agreement Balance may be traded (or deficits resolved) in accordance with the trading provisions of the 2018 Federal Program and the additional credit trading restrictions described in this Agreement. (ii) Credits in the Emissions Benefit Balance may not be directly traded by Ford BMW NA and credits may only be added or removed in accordance with Paragraph 34(B) above. (iii) Trading within Agreement. Except as noted in Paragraph 34(D)(iv)(3) below for Federal Program credits acquired from XXX-only manufacturers, Ford BMW NA may only trade credits earned under this Agreement for its Agreement Balance from/to other manufacturers who have executed an agreement similar to this Agreement. CARB’s Executive Officer will determine if any such agreements exist and provide in writing a determination to all parties to any such agreements as to which manufacturers may trade credits under this Agreement or similar agreements. (iv) Transferring Credits into Agreement. (1) Earned or purchased MY2020 or earlier Federal Program credits may be used to meet FordBMW NA’s commitments in this Agreement. (2) Except as noted below for XXX-only manufacturers and as specified in Paragraph 34(C)(iv) for Federal Program credits used to resolve any outstanding deficits after the expiration or early termination of this Agreement, MY2021 and subsequent credits earned under the Federal Program by Ford BMW NA or any other manufacturer may not be used to meet FordBMW NA’s commitments in this Agreement for its Agreement Balance. (3) MY2021 through MY2026 Federal Program credits earned by a XXX-XXX- only manufacturer and acquired by Ford BMW NA through a Federal Program credit transaction may be used to meet FordBMW NA’s commitments in this Agreement subject to the following:‌ (a) Only Federal Program credits directly earned by the XXX-only manufacturer are eligible. For purposes of this requirement, XXX-XXX- only manufacturer means a vehicle manufacturer that exclusively offers BEVs and/or FCEVs for sale in the United States. (b) Adjustment of Federal Program Credits transferred into program. (i) MY2020 and earlier credits earned by a XXX-only manufacturer and acquired by Ford BMW NA shall be recorded as a credit transaction (credits acquired) in FordBMW NA’s Agreement Balance and Emissions Benefit Balance per ABT rules without adjustment. (ii) For model years subject to standards specified in this Agreement, credits earned under the SAFE Rule Part Two by a XXX-only manufacturer and acquired by Ford BMW NA shall be adjusted before being recorded as a credit transaction (credits acquired) in FordBMW NA’s Agreement Balance and Emissions Benefit Balance per ABT rules. To adjust credits acquired, the credits shall be reduced by the following formula before being added to FordBMW NA’s Agreement Balance and Emissions Benefit Balance: [37 𝐶𝑟𝑒𝑑𝑖𝑡𝑠𝑎𝑑𝑎𝑎[𝑀𝑔] = [𝐶𝑟𝑒𝑑𝑖𝑡𝑠𝑎𝑐𝑞[𝑀𝑔] _ 𝑥 𝐴𝑑𝐴𝐴𝑢𝑠𝑡_𝐹𝑎𝑐𝑡𝑜𝑟𝑀F Where: Creditsadj = Credit amount, in megagrams, after adjustment. Creditsacq = Acquired credit amount, in megagrams, before adjustment. Adjust_FactorMY = Adjustment factor specific to the model year of the acquired credits from the following table: MY2021 MY2022 MY2023 MY2024 MY2025 MY2026 (iii) If the Federal Program is further amended after the SAFE Rule Part Two, Federal Program credits earned by a XXX- XXX-only manufacturer for model years subject to standards specified in this Agreement and acquired by Ford BMW NA shall be adjusted to reflect the relative difference in effective stringency between the Agreement and the Federal Program before being recorded as a credit transaction (credits acquired) in FordBMW NA’s Agreement Balance and Emissions Benefit Balance per ABT rules. Ford BMW NA and CARB, in accordance with Paragraph 35, shall in good xxxxx xxxxxx to determine the appropriate adjustment. In determining such an adjustment, the Parties acknowledge that the adjustment factor specified in this Agreement was derived from the difference in credits earned by a XXX under the Agreement (in g/mi) versus credits earned under the Federal Program. Assumptions include a fleet with an equal share of passenger cars and light trucks, and industry sales-weighted average passenger car and light truck footprints of 46.2 and 53.8 square feet, respectively. (4) Credits earned under a CA and/or Section 177 State program based solely on sales in CA and/or the Section 177 State(s) may not be used to meet FordBMW NA’s commitments in this Agreement for its Agreement Balance. (v) Transferring Credits out of Agreement. Credits earned by Ford BMW NA per this Agreement for its Agreement Balance may not be used by or traded by Ford BMW NA to meet its or any other vehicle manufacturer’s obligation under the Federal Program, or a CA and/or Section 177 State program based solely on sales in CA and/or the Section 177 State(s).

Credit Trading. (i) Credits in FordVolvo Car USA’s Agreement Balance may be traded (or deficits resolved) in accordance with the trading provisions of the 2018 Federal Program and the additional credit trading restrictions described in this Agreement. (ii) Credits in the Emissions Benefit Balance may not be directly traded by Ford Volvo Car USA and credits may only be added or removed in accordance with Paragraph 34(B) above. (iii) Trading within Agreement. Except as noted in Paragraph 34(D)(iv)(3) below for Federal Program credits acquired from XXX-only manufacturers, Ford Volvo Car USA may only trade credits earned under this Agreement for its Agreement Balance from/to other manufacturers who have executed an agreement similar to this Agreement. CARB’s Executive Officer will determine if any such agreements exist and provide in writing a determination to all parties to any such agreements as to which manufacturers may trade credits under this Agreement or similar agreements. (iv) Transferring Credits into Agreement. (1) Earned or purchased MY2020 or earlier Federal Program credits may be used to meet FordVolvo Car USA’s commitments in this Agreement. (2) Except as noted below for XXX-only manufacturers and as specified in Paragraph 34(C)(iv) for Federal Program credits used to resolve any outstanding deficits after the expiration or early termination of this Agreement, MY2021 and subsequent credits earned under the Federal Program by Ford Volvo Car USA or any other manufacturer may not be used to meet FordVolvo Car USA’s commitments in this Agreement for its Agreement Balance. (3) MY2021 through MY2026 Federal Program credits earned by a XXX-XXX- only manufacturer and acquired by Ford Volvo Car USA through a Federal Program credit transaction may be used to meet FordVolvo Car USA’s commitments in this Agreement subject to the following:‌following: (a) Only Federal Program credits directly earned by the XXX-only manufacturer are eligible. For purposes of this requirement, XXX-XXX- only manufacturer means a vehicle manufacturer that exclusively offers BEVs and/or FCEVs for sale in the United States. (b) Adjustment of Federal Program Credits transferred into program. (i) MY2020 and earlier credits earned by a XXX-only manufacturer and acquired by Ford Volvo Car USA shall be recorded as a credit transaction (credits acquired) in FordVolvo Car USA’s Agreement Balance and Emissions Benefit Balance per ABT rules without adjustment. (ii) For model years subject to standards specified in this Agreement, credits earned under the SAFE Rule Part Two by a XXX-only manufacturer and acquired by Ford Volvo Car USA shall be adjusted before being recorded as a credit transaction (credits acquired) in FordVolvo Car USA’s Agreement Balance and Emissions Benefit Balance per ABT rules. To adjust credits acquired, the credits shall be reduced by the following formula before being added to Ford’s Agreement Balance and Emissions Benefit Balance: [] = [] _ Where: Creditsadj = Credit amount, in megagrams, after adjustment. Creditsacq = Acquired credit amount, in megagrams, before adjustment. Adjust_FactorMY = Adjustment factor specific to the model year of the acquired credits from the following table: MY2021 MY2022 MY2023 MY2024 MY2025 MY2026MY2026 Adjustment Factor 0.96 0.95 0.94 0.93 0.92 0.91 (iii) If the Federal Program is further amended after the SAFE Rule Part Two, Federal Program credits earned by a XXX- XXX-only manufacturer for model years subject to standards specified in this Agreement and acquired by Ford Volvo Car USA shall be adjusted to reflect the relative difference in effective stringency between the Agreement and the Federal Program before being recorded as a credit transaction (credits acquired) in FordVolvo Car USA’s Agreement Balance and Emissions Benefit Balance per ABT rules. Ford Volvo Car USA and CARB, in accordance with Paragraph 35, shall in good xxxxx xxxxxx to determine the appropriate adjustment. In determining such an adjustment, the Parties acknowledge that the adjustment factor specified in this Agreement was derived from the difference in credits earned by a XXX under the Agreement (in g/mi) versus credits earned under the Federal Program. Assumptions include a fleet with an equal share of passenger cars and light trucks, and industry sales-weighted average passenger car and light truck footprints of 46.2 and 53.8 square feet, respectively. (4) Credits earned under a CA and/or Section 177 State program based solely on sales in CA and/or the Section 177 State(s) may not be used to meet FordVolvo Car USA’s commitments in this Agreement for its Agreement Balance. (v) Transferring Credits out of Agreement. Credits earned by Ford Volvo Car USA per this Agreement for its Agreement Balance may not be used by or traded by Ford Volvo Car USA to meet its or any other vehicle manufacturer’s obligation under the Federal Program, or a CA and/or Section 177 State program based solely on sales in CA and/or the Section 177 State(s).

Credit Trading. (i) Credits in FordAHM’s Agreement Balance may be traded (or deficits resolved) in accordance with the trading provisions of the 2018 Federal Program and the additional credit trading restrictions described in this Agreement. (ii) Credits in the Emissions Benefit Balance may not be directly traded by Ford AHM and credits may only be added or removed in accordance with Paragraph 34(B) above. (iii) Trading within Agreement. Except as noted in Paragraph 34(D)(iv)(3) below for Federal Program credits acquired from XXX-only manufacturers, Ford AHM may only trade credits earned under this Agreement for its Agreement Balance from/to other manufacturers who have executed an agreement similar to this Agreement. CARB’s Executive Officer will determine if any such agreements exist and provide in writing a determination to all parties to any such agreements as to which manufacturers may trade credits under this Agreement or similar agreements. (iv) Transferring Credits into Agreement. (1) Earned or purchased MY2020 or earlier Federal Program credits may be used to meet FordAHM’s commitments in this Agreement. (2) Except as noted below for XXX-only manufacturers and as specified in Paragraph 34(C)(iv) for Federal Program credits used to resolve any outstanding deficits after the expiration or early termination of this Agreement, MY2021 and subsequent credits earned under the Federal Program by Ford AHM or any other manufacturer may not be used to meet FordAHM’s commitments in this Agreement for its Agreement Balance. (3) MY2021 through MY2026 Federal Program credits earned by a XXX-XXX- only manufacturer and acquired by Ford AHM through a Federal Program credit transaction may be used to meet FordAHM’s commitments in this Agreement subject to the following:‌ (a) Only Federal Program credits directly earned by the XXX-only manufacturer are eligible. For purposes of this requirement, XXX-XXX- only manufacturer means a vehicle manufacturer that exclusively offers BEVs and/or FCEVs for sale in the United States. (b) Adjustment of Federal Program Credits transferred into program. (i) MY2020 and earlier credits earned by a XXX-only manufacturer and acquired by Ford AHM shall be recorded as a credit transaction (credits acquired) in FordAHM’s Agreement Balance and Emissions Benefit Balance per ABT rules without adjustment. (ii) For model years subject to standards specified in this Agreement, credits earned under the SAFE Rule Part Two by a XXX-only manufacturer and acquired by Ford AHM shall be adjusted before being recorded as a credit transaction (credits acquired) in FordAHM’s Agreement Balance and Emissions Benefit Balance per ABT rules. To adjust credits acquired, the credits shall be reduced by the following formula before being added to FordAHM’s Agreement Balance and Emissions Benefit Balance: [] = [] _ Where: Creditsadj = Credit amount, in megagrams, after adjustment. Creditsacq = Acquired credit amount, in megagrams, before adjustment. Adjust_FactorMY = Adjustment factor specific to the model year of the acquired credits from the following table: MY2021 MY2022 MY2023 MY2024 MY2025 MY2026: (iii) If the Federal Program is further amended after the SAFE Rule Part Two, Federal Program credits earned by a XXX- XXX-only manufacturer for model years subject to standards specified in this Agreement and acquired by Ford AHM shall be adjusted to reflect the relative difference in effective stringency between the Agreement and the Federal Program before being recorded as a credit transaction (credits acquired) in FordAHM’s Agreement Balance and Emissions Benefit Balance per ABT rules. Ford AHM and CARB, in accordance with Paragraph 35, shall in good xxxxx xxxxxx to determine the appropriate adjustment. In determining such an adjustment, the Parties acknowledge that the adjustment factor specified in this Agreement was derived from the difference in credits earned by a XXX under the Agreement (in g/mi) versus credits earned under the Federal Program. Assumptions include a fleet with an equal share of passenger cars and light trucks, and industry sales-weighted average passenger car and light truck footprints of 46.2 and 53.8 square feet, respectively. (4) Credits earned under a CA and/or Section 177 State program based solely on sales in CA and/or the Section 177 State(s) may not be used to meet FordAHM’s commitments in this Agreement for its Agreement Balance. (v) Transferring Credits out of Agreement. Credits earned by Ford AHM per this Agreement for its Agreement Balance may not be used by or traded by Ford AHM to meet its or any other vehicle manufacturer’s obligation under the Federal Program, or a CA and/or Section 177 State program based solely on sales in CA and/or the Section 177 State(s).