General. The Administrative Agent will promptly notify the Lenders of any such notice of increase, termination or reduction of any Facility. To the extent any Facility is increased pursuant to [clause (b) above], all Lenders (including both previously-existing and new Lenders) may request new Notes reflecting their respective Pro Rata Share of such Facility and new Lenders shall, to the extent necessary to cause the outstanding principal amount of the Loans and other Obligations allocable to each Lender to equal each such Lender’s Pro Rata Share, fund Loans directly to the other Lenders, as directed by the Administrative Agent. Upon the request of any Lender made through the Administrative Agent, the [[Consolidated Parties:Organization]] Parties hereby agree to execute and deliver any new Notes requested pursuant to this Section 2.05 to evidence the Loans made by the Lenders (provided that any Notes being replaced are either returned, cancelled or marked as replaced and any Notes delivered by the respective Co-Borrowers shall be held by the Administrative Agent pursuant to the terms of [Section 2.10(b)] hereof) and acknowledge, consent and agree to the funding by any new Lenders of Loans pursuant to the previous sentence for the purpose of causing the Outstanding Amount of such Loans to equal each Lender’s applicable Pro Rata Share.

General. All payments to be made by any of the [[Consolidated Parties:Organization]] Parties shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by any [[Consolidated Parties:Organization]] Party hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by any [[Consolidated Parties:Organization]] Party shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

General. The Participant shall vest in the RSUs as follows: one-third of the total number of RSUs subject to this grant (including DEUs credited with respect to such RSUs) shall vest on March 1, 2023, one-third of the total number of RSUs subject to this grant (including DEUs credited with respect to such RSUs) shall vest on March 1, 2024, and the remaining number of RSUs subject to this grant (including DEUs credited with respect to such RSUs) shall vest on March 1, 2025. The Participant must be continuously employed by the Company or a Related Company (as defined in paragraph 13) from the date the RSUs are granted through each of the applicable vesting dates specified in this paragraph 5(a) as a condition to the vesting of the applicable installment of the RSUs, except as otherwise provided in paragraph 7 (“Early Cancellation/Accelerated Vesting of RSUs”) or as otherwise provided by the Committee.

General. Except as otherwise provided in paragraph 26 below, all disputes arising under or related to the Plan or this Agreement and all claims in which a Participant seeks damages or other relief that relate in any way to RSUs or other benefits of the Plan are subject to the dispute resolution procedure described below in this paragraph 25.

General. Notwithstanding anything in this Agreement to the contrary, you agree that, with respect to all RSUs granted to you on or after January 1, 2007 and all short-term incentive awards made to you on or after January 1, 2007, to the extent the Company or any Related Company is required to materially restate any financial results based upon your willful misconduct or gross negligence while employed by the Company or any Related Company (and where such restatement would have resulted in a lower payment being made to you), you will be required to repay all previously paid or deferred # RSUs and # short-term incentive awards that were provided to you during the performance periods that are the subject of the restated financial results, plus a reasonable rate of interest. For purposes of this paragraph, “willful misconduct” and “gross negligence” shall be as determined by the Committee. The Audit Committee of the Verizon Board of Directors shall determine whether a material restatement of financial results has occurred. If you do not repay the entire amount required under this paragraph, the Company may, to the extent permitted by applicable law, offset your obligation to repay against any source of income available to it, including but not limited to any money you may have in your nonqualified deferral accounts.

General. This Non-Employee Director Compensation Policy (the “Policy”), sets forth the cash and equity-based compensation that has been approved by the Board of Directors (the “Board”) of Alcoa Corporation, a Delaware corporation (the “Company”), as payable to eligible non-employee members of the Board (“Non-Employee Directors”) commencing September 28, 2022. The cash and equity-based compensation described in this Policy shall be paid or be made, as applicable, automatically and without further action of the Board, to each Non-Employee Director who may be eligible to receive such compensation. This Policy shall remain in effect until it is revised or rescinded by further action of the Board.

General. The Compensation Committee shall be responsible for administering the Plan, subject to this Article 3 and the other provisions of the Plan. The Compensation Committee may employ attorneys, consultants, accountants, agents, and other persons, any of whom may be an Employee, and the Compensation Committee, the Company, and its officers and Directors shall be entitled to rely upon the advice, opinions, or valuations of any such persons. All actions taken and all interpretations and determinations made by the Compensation Committee shall be final and binding upon the Participants, the Company, and all other interested persons. The Compensation Committee shall have the authority to bring an action in the name of the Company in any court of competent jurisdiction to enforce, define or defend any action or determination under the Plan.

General. Notwithstanding anything to the contrary set forth in this Lease, ​ shall not be in default in the performance of any obligation required to be performed by ​ pursuant to this Lease unless ​ fails to perform such obligation within thirty (30) days after the receipt of notice from ​ specifying in detail ​’s failure to perform; provided, however, if the nature of ​’s obligation is such that more than thirty (30) days are required for its performance, then ​ shall not be in default under this Lease if it shall commence such performance within such thirty (30) day period and thereafter diligently pursue the same to completion. Upon any such default by ​ under this Lease, ​ may, except as otherwise specifically provided in this Lease to the contrary, exercise any of its rights provided at law or in equity.

General. Subject to applicable law and regulation, the Board of Directors of the Company (the “Board”), or a committee of the Board (the “Committee”) so designated by the Board, shall have the sole discretion and authority to administer and interpret this Bonus Plan (the Board or such Committee, as applicable, the “Administrator”).

General. Except as otherwise determined by the Board in its discretion, the Plan shall be administered by the Committee, which shall consist exclusively of two (2) or more nonemployee directors within the meaning of the rules promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act. The members of the Committee shall be appointed from time to time by, and shall serve at the discretion of, the Board. The Committee shall have the authority to delegate administrative duties to officers or Directors of the Company; provided that the Committee may not delegate its authority with respect to non-ministerial actions with respect to Insiders.