Borrower’s Failure to Notify. If the Borrower fails to give notice pursuant to [Section 2.60(a)] above of the continuation or conversion of any outstanding principal amount of a Borrowing of Term Benchmark Loans before the last day of its then current Interest Period within the period required by [Section 2.06(a)] and such Borrowing is not prepaid in accordance with [Section 2.09], the Borrower shall be deemed to have elected that such Borrowing be continued as a Borrowing of Term Benchmark Loans or RFR Loans, as applicable, having an Interest Period of one month’s duration. In the event the Borrower fails to give notice pursuant to [Section 2.06(a)] above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans (or, at the option of the Swing Line Lender, under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Availability on the Date ​ greater than or equal to $2,000,000, as required pursuant to [Section 6.1(s)] of the Loan Agreement.

Maximum Reduction. The maximum aggregate reduction with respect to any Licensed Product in any country during any Calendar Quarter pursuant to [Section 7.4.4] shall be capped at ​ of the amount of the royalty that would be payable in respect of Net Sales in such country under [Section 7.4.3], prior to any such reductions, and any unused portions of the reduction shall be carried-forward in future Calendar Quarters.

Maximum Rate. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest under this Agreement charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Applicable Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that ​ have charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by Applicable Law and ​ shall at the Administrative Agent’s option # promptly refund to the Borrower any interest received by ​ in excess of the maximum lawful rate or # apply such excess to the principal balance of the Obligations. It is the intent hereof that the Borrower not pay or contract to pay, and that neither the Administrative Agent nor any Lender receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by the Borrower under Applicable Law.

The Revolving A Facility Usage shall not exceed at any time the lesser of # the Maximum Revolving A Advance Amount, and # the Formula Amount. The amount of outstanding Revolving B Advances shall not exceed at any time the sum of # the Maximum Revolving B Advance Amount plus # any Revolving B PIK Interest accrued or paid-in-kind in accordance with this Agreement.

In no event whatsoever shall interest and other charges charged hereunder exceed the highest rate permissible under Applicable Law. In the event interest and other charges as computed hereunder would otherwise exceed the highest rate permitted under Applicable Law, such excess amount shall be first applied to any unpaid principal balance owed by [[Organization A:Organization]], and if the then remaining excess amount is greater than the previously unpaid principal balance, Lenders shall promptly refund such excess amount to [[Organization A:Organization]] and the provisions hereof shall be deemed amended to provide for such permissible rate.

Maximum Advances. In the case of any type of Advance requested to be made, after giving effect thereto, the aggregate amount of such type of Advance shall not exceed the maximum amount of such type of Advance permitted under this Agreement;

Maximum Award. Anything in these Award Terms to the contrary notwithstanding, the Final Award shall be reduced to the extent necessary to reflect that the value of the Final Award may not exceed four times the Target Share, valued as of the Grant Date.

Subject to applicable laws, including, without limitation, [Section 409A], the Committee may # require the mandatory deferral of some or all of an Award on terms established by the Committee or # permit a Participant to elect to defer a portion of an Award in accordance with the terms established under the Alcoa USA Corp. Deferred Compensation Plan as the same may be amended, or under any successor plan.

Late Payment Charge. If any principal, interest or any other sums due under the Loan Documents is not paid by ​ by the date on which it is due, ​ shall pay to ​ upon demand an amount equal to the lesser of five percent (5%) of such unpaid sum or the maximum amount permitted by applicable law in order to defray the expense incurred by ​ in handling and processing such delinquent payment and to compensate ​ for the loss of the use of such delinquent payment, provided, however that no such late payment charge shall be due with respect to the principal amount of the Loan due on the Maturity Date. Any such amount shall be secured by the Mortgage and the other Loan Documents to the extent permitted by applicable law.