Common use of Return of Escrowed Amounts to the Aleris Incremental Term Lenders Clause in Contracts

Return of Escrowed Amounts to the Aleris Incremental Term Lenders. (i) If (x) the Aleris Acquisition Closing Date has not occurred, and the Administrative Agent is not required to fund the Escrowed Amounts to the Specified Bank Accounts in accordance with clause (f) above at or prior to 3:00 p.m. London Time on the date that is ten (10) Business Days after the Escrow Date (such time, the “Commitment Release Time”), (y) an Event of Default under Section 8.01(g) or (h) has occurred, or (z) the Agreement Termination Date has occurred, then Administrative Agent shall notify the Escrow Agent that the Escrow Release Conditions have not been satisfied and that the Escrowed Term Loans must be returned to the Aleris Incremental Term Lenders, and shall direct the Escrow Agent to promptly disburse the Escrowed Term Loans to the Administrative Agent in order to be returned to the respective Aleris Incremental Term Lenders. Upon receiving such notice and direction, the Escrow Agent shall promptly disburse the Escrowed Term Loans to the Administrative Agent. Upon receipt of the Escrowed Term Loans, the Administrative Agent shall promptly return the Escrowed Amounts to the respective Aleris Incremental Term Lenders. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, if an Aleris Incremental Term Lender funded its Aleris Incremental Term Loans into the Escrow Account by netting the arranger fees (but not the commitment fees) payable to the applicable Aleris Incremental Term Lender under the Fee Letters against the amount of the Aleris Incremental Term Loans required to be funded by such Aleris Incremental Term Lender into the Escrow Account, then the return of the actual amounts funded by each Aleris Incremental Term Lender into the Escrow Account to the respective Aleris Incremental Term Lenders pursuant to this clause (g)(i) shall satisfy in full the obligation of the Loan Parties to repay the Aleris Incremental Term Loans. If the amount returned to any Aleris Incremental Term Lender pursuant to this clause (g)(i) is less than the amount actually funded by such Aleris Incremental Term Lender into the Escrow Account, then the aggregate amount of such shortfall in respect of all of the Aleris Incremental Term Lenders shall immediately be due and payable to the Administrative Agent by the applicable Co-Borrower. The Administrative Agent shall distribute payments received under this clause (g)(i) in accordance with Section 2.14. (ii) If, after the Escrow Release Time, as a result of an Aleris Incremental Term Lender failing to fund its Aleris Incremental Term Loans into the Escrow Account within the time period required by this Agreement, the Escrow Agent internally confirms receipt in the Escrow Account of any other Escrowed Amounts from any Aleris Incremental Term Lender, or otherwise continues to hold Escrowed Amounts that were not required to be funded pursuant to clause (f) above (the “Residual Returned Amounts”), then, notwithstanding anything to the contrary in this Agreement or any other Loan Document, such Residual Returned Amounts shall not accrue interest or be subject to Section 2.13, any arranger fees set forth in any Fee Letter shall not be payable to such Aleris Incremental Term Lender in respect of such Residual Returned Amounts, and the Escrow Agent shall promptly disburse the Residual Returned Amounts to the extent remaining on deposit in the Escrow Account to the Administrative Agent, and upon receipt thereof, the Administrative Agent shall promptly return such amounts to the respective Aleris Incremental Term Lenders. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, if an Aleris Incremental Term Lender funded the Residual Returned Amounts into the Escrow Account by netting the arranger fees (but not the commitment fees) payable to the applicable Aleris Incremental Term Lender under the Fee Letters against the amount of the Aleris Incremental Term Loans required to be funded by such Aleris Incremental Term Lender into the Escrow Account, then the return of the actual Residual Returned Amounts funded by such Aleris Incremental Term Lender into the Escrow Account pursuant to this clause (g)(ii) shall satisfy in full the obligation of the Loan Parties to repay the Residual Returned Amounts and any other Obligations arising as a result of the netting of the arranger fees from the amount funded by such Aleris Incremental Term Lender to the Escrow Account. If the amount returned to any Aleris Incremental Term Lender pursuant to this clause (g)(ii) is less than the amount actually funded by such Aleris Incremental Term Lender into the Escrow Account, then the aggregate amount of such shortfall in respect of all of the Aleris Incremental Term Lenders shall immediately be due and payable to the Administrative Agent by the applicable Co-Borrower. The Administrative Agent shall distribute payments received under this clause (g)(ii) in accordance with Section 2.14. Notwithstanding anything to the contrary in any Fee Letter, any Aleris Incremental Term Lender that (x) receives Residual Returned Amounts as a result of such Aleris Incremental Term Lender failing to fund its ratable share of the Aleris Incremental Term Loans into the Escrow Account within the time period required by this Agreement, or (y) fails to fund its ratable share of the Aleris Incremental Term Loans into the Escrow Account within the time period required by this Agreement, shall forfeit its right to any Extension Fee and any commitment fee received by it pursuant to, and as defined in, the Aleris Fee Letter, and such Aleris Incremental Term Lender shall, no later than the date that is 10 Business Days after the Aleris Incremental Funding Date, make a payment to the Designated Company in an amount equal to the sum of (A) the Extension Fee received by such Aleris Incremental Term Lender under the Aleris Fee Letter and (B) the aggregate amount of the commitment fees received by such Aleris Incremental Term Lender under the Aleris Fee Letter.

Return of Escrowed Amounts to the Aleris Incremental Term Lenders. (i) If (x) the Aleris Acquisition Closing Date has not occurred, and the Administrative Agent is not required to fund the Escrowed Amounts to the Specified Bank Accounts in accordance with clause (f) above at or prior to 3:00 p.m. London Time on the date 1087312.03B-CHISR01A1209777.02-CHISR02A - MSW that is ten (10) Business Days after the Escrow Date (such time, the “Commitment Release Time”), (y) an Event of Default under Section 8.01(g) or (h) has occurred, or (z) the Agreement Termination Date has occurred, then Administrative Agent shall notify the Escrow Agent that the Escrow Release Conditions have not been satisfied and that the Escrowed Term Loans must be returned to the Aleris Incremental Term Lenders, and shall direct the Escrow Agent to promptly disburse the Escrowed Term Loans to the Administrative Agent in order to be returned to the respective Aleris Incremental Term Lenders. Upon receiving such notice and direction, the Escrow Agent shall promptly disburse the Escrowed Term Loans to the Administrative Agent. Upon receipt of the Escrowed Term Loans, the Administrative Agent shall promptly return the Escrowed Amounts to the respective Aleris Incremental Term Lenders. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, if an Aleris Incremental Term Lender funded its Aleris Incremental Term Loans into the Escrow Account by netting the arranger fees (but not the commitment fees) payable to the applicable Aleris Incremental Term Lender under the Fee Letters against the amount of the Aleris Incremental Term Loans required to be funded by such Aleris Incremental Term Lender into the Escrow Account, then the return of the actual amounts funded by each Aleris Incremental Term Lender into the Escrow Account to the respective Aleris Incremental Term Lenders pursuant to this clause (g)(i) shall satisfy in full the obligation of the Loan Parties to repay the Aleris Incremental Term Loans. If the amount returned to any Aleris Incremental Term Lender pursuant to this clause (g)(i) is less than the amount actually funded by such Aleris Incremental Term Lender into the Escrow Account, then the aggregate amount of such shortfall in respect of all of the Aleris Incremental Term Lenders shall immediately be due and payable to the Administrative Agent by the applicable Co-Borrower. The Administrative Agent shall distribute payments received under this clause (g)(i) in accordance with Section 2.14. (ii) If, after the Escrow Release Time, as a result of an Aleris Incremental Term Lender failing to fund its Aleris Incremental Term Loans into the Escrow Account within the time period required by this Agreement, the Escrow Agent internally confirms receipt in the Escrow Account of any other Escrowed Amounts from any Aleris Incremental Term Lender, or otherwise continues to hold Escrowed Amounts that were not required to be funded pursuant to clause (f) above (the “Residual Returned Amounts”), then, notwithstanding anything to the contrary in this Agreement or any other Loan Document, such Residual Returned Amounts shall not accrue interest or be subject to Section 2.13, any arranger fees set forth in any Fee Letter shall not be payable to such Aleris Incremental Term Lender in respect of such Residual Returned Amounts, and the Escrow Agent shall promptly disburse the Residual Returned Amounts to the extent remaining on deposit in the Escrow Account to the Administrative Agent, and upon receipt thereof, the Administrative Agent shall promptly return such amounts to the respective Aleris Incremental Term Lenders. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, if an Aleris Incremental Term Lender funded the Residual Returned Amounts into the Escrow Account by netting the arranger fees (but not the commitment fees) payable to the applicable Aleris Incremental Term Lender under the Fee Letters against the amount of the Aleris Incremental Term Loans required to be funded by such Aleris Incremental Term Lender into the Escrow Account, then the return of the actual Residual Returned Amounts funded by such Aleris Incremental Term Lender into the Escrow Account pursuant to this clause (g)(ii) shall satisfy in full the obligation of the Loan Parties to repay the Residual Returned Amounts and 1087312.03B-CHISR01A1209777.02-CHISR02A - MSW any other Obligations arising as a result of the netting of the arranger fees from the amount funded by such Aleris Incremental Term Lender to the Escrow Account. If the amount returned to any Aleris Incremental Term Lender pursuant to this clause (g)(ii) is less than the amount actually funded by such Aleris Incremental Term Lender into the Escrow Account, then the aggregate amount of such shortfall in respect of all of the Aleris Incremental Term Lenders shall immediately be due and payable to the Administrative Agent by the applicable Co-Borrower. The Administrative Agent shall distribute payments received under this clause (g)(ii) in accordance with Section 2.14. Notwithstanding anything to the contrary in any Fee Letter, any Aleris Incremental Term Lender that (x) receives Residual Returned Amounts as a result of such Aleris Incremental Term Lender failing to fund its ratable share of the Aleris Incremental Term Loans into the Escrow Account within the time period required by this Agreement, or (y) fails to fund its ratable share of the Aleris Incremental Term Loans into the Escrow Account within the time period required by this Agreement, shall forfeit its right to any Extension Fee and any commitment fee received by it pursuant to, and as defined in, the Aleris Fee Letter, and such Aleris Incremental Term Lender shall, no later than the date that is 10 Business Days after the Aleris Incremental Funding Date, make a payment to the Designated Company in an amount equal to the sum of (A) the Extension Fee received by such Aleris Incremental Term Lender under the Aleris Fee Letter and (B) the aggregate amount of the commitment fees received by such Aleris Incremental Term Lender under the Aleris Fee Letter.

Return of Escrowed Amounts to the Aleris Incremental Term Lenders. (i) If (x) the Aleris Acquisition Closing Date has not occurred, and the Administrative Agent is not required to fund the Escrowed Amounts to the Specified Bank Accounts in accordance with clause (f) above at or prior to 3:00 p.m. London Time on the date that is ten (10) Business Days after the Escrow Date (such time, the “Commitment Release Time”), (y) an Event of Default under Section 8.01(g) or (h) has occurred, or (z) the Agreement Termination Date has occurred, then Administrative Agent shall notify the Escrow Agent that the Escrow Release Conditions have not been satisfied and that the Escrowed Term Loans must be returned to the Aleris Incremental Term 140 Lenders, and shall direct the Escrow Agent to promptly disburse the Escrowed Term Loans to the Administrative Agent in order to be returned to the respective Aleris Incremental Term Lenders. Upon receiving such notice and direction, the Escrow Agent shall promptly disburse the Escrowed Term Loans to the Administrative Agent. Upon receipt of the Escrowed Term Loans, the Administrative Agent shall promptly return the Escrowed Amounts to the respective Aleris Incremental Term Lenders. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, if an Aleris Incremental Term Lender funded its Aleris Incremental Term Loans into the Escrow Account by netting the arranger fees (but not the commitment fees) payable to the applicable Aleris Incremental Term Lender under the Fee Letters against the amount of the Aleris Incremental Term Loans required to be funded by such Aleris Incremental Term Lender into the Escrow Account, then the return of the actual amounts funded by each Aleris Incremental Term Lender into the Escrow Account to the respective Aleris Incremental Term Lenders pursuant to this clause (g)(i) shall satisfy in full the obligation of the Loan Parties to repay the Aleris Incremental Term Loans. If the amount returned to any Aleris Incremental Term Lender pursuant to this clause (g)(i) is less than the amount actually funded by such Aleris Incremental Term Lender into the Escrow Account, then the aggregate amount of such shortfall in respect of all of the Aleris Incremental Term Lenders shall immediately be due and payable to the Administrative Agent by the applicable Co-Borrower. The Administrative Agent shall distribute payments received under this clause (g)(i) in accordance with Section 2.14. (ii) If, after the Escrow Release Time, as a result of an Aleris Incremental Term Lender failing to fund its Aleris Incremental Term Loans into the Escrow Account within the time period required by this Agreement, the Escrow Agent internally confirms receipt in the Escrow Account of any other Escrowed Amounts from any Aleris Incremental Term Lender, or otherwise continues to hold Escrowed Amounts that were not required to be funded pursuant to clause (f) above (the “Residual Returned Amounts”), then, notwithstanding anything to the contrary in this Agreement or any other Loan Document, such Residual Returned Amounts shall not accrue interest or be subject to Section 2.13, any arranger fees set forth in any Fee Letter shall not be payable to such Aleris Incremental Term Lender in respect of such Residual Returned Amounts, and the Escrow Agent shall promptly disburse the Residual Returned Amounts to the extent remaining on deposit in the Escrow Account to the Administrative Agent, and upon receipt thereof, the Administrative Agent shall promptly return such amounts to the respective Aleris Incremental Term Lenders. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, if an Aleris Incremental Term Lender funded the Residual Returned Amounts into the Escrow Account by netting the arranger fees (but not the commitment fees) payable to the applicable Aleris Incremental Term Lender under the Fee Letters against the amount of the Aleris Incremental Term Loans required to be funded by such Aleris Incremental Term Lender into the Escrow Account, then the return of the actual Residual Returned Amounts funded by such Aleris Incremental Term Lender into the Escrow Account pursuant to this clause (g)(ii) shall satisfy in full the obligation of the Loan Parties to repay the Residual Returned Amounts and any other Obligations arising as a result of the netting of the arranger fees from the amount funded by such Aleris Incremental Term Lender to the Escrow Account. If the amount returned to any Aleris Incremental Term Lender pursuant to this clause (g)(ii) is less than the amount actually funded by such Aleris Incremental Term Lender into the Escrow Account, then the aggregate amount of such shortfall in respect of all of the Aleris Incremental Term Lenders shall immediately be due and payable to the Administrative Agent by the applicable Co-Borrower. The Administrative Agent shall distribute payments received under this clause (g)(ii) in 141 accordance with Section 2.14. Notwithstanding anything to the contrary in any Fee Letter, any Aleris Incremental Term Lender that (x) receives Residual Returned Amounts as a result of such Aleris Incremental Term Lender failing to fund its ratable share of the Aleris Incremental Term Loans into the Escrow Account within the time period required by this Agreement, or (y) fails to fund its ratable share of the Aleris Incremental Term Loans into the Escrow Account within the time period required by this Agreement, shall forfeit its right to any Extension Fee and any commitment fee received by it pursuant to, and as defined in, the Aleris Fee Letter, and such Aleris Incremental Term Lender shall, no later than the date that is 10 Business Days after the Aleris Incremental Funding Date, make a payment to the Designated Company in an amount equal to the sum of (A) the Extension Fee received by such Aleris Incremental Term Lender under the Aleris Fee Letter and (B) the aggregate amount of the commitment fees received by such Aleris Incremental Term Lender under the Aleris Fee Letter.

Return of Escrowed Amounts to the Aleris Incremental Term Lenders. (i) If (x) the Aleris Acquisition Closing Date has not occurred, and the Administrative Agent is not required to fund the Escrowed Amounts to the Specified Bank Accounts in accordance with clause (f) above at or prior to 3:00 p.m. London Time on the date that is ten (10) Business Days after the Escrow Date (such time, the “Commitment Release Time”), (y) an Event of Default under Section 8.01(g) or (h) has occurred, or (z) the Agreement Termination Date has occurred, then Administrative Agent shall notify the Escrow Agent that the Escrow Release Conditions have not been satisfied and that the Escrowed Term Loans must be returned to the Aleris Incremental Term Lenders, and shall direct the Escrow Agent to promptly disburse the Escrowed Term Loans to the Administrative Agent in order to be returned to the respective Aleris Incremental Term Lenders. Upon receiving such notice and direction, the Escrow Agent shall promptly disburse the Escrowed Term Loans to the Administrative Agent. Upon receipt of the Escrowed Term Loans, the Administrative Agent shall promptly return the Escrowed Amounts to the respective Aleris Incremental Term Lenders. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, if an Aleris Incremental Term Lender funded its Aleris Incremental Term Loans into the Escrow Account by netting the arranger fees (but not the commitment fees) payable to the applicable Aleris Incremental Term Lender under the Fee Letters against the amount of the Aleris Incremental Term Loans required to be funded by such Aleris Incremental Term Lender into the Escrow Account, then the return of the actual amounts funded by each Aleris Incremental Term Lender into the Escrow Account to the respective Aleris Incremental Term Lenders pursuant to this clause (g)(i) shall satisfy in full the obligation of the Loan Parties to repay the Aleris Incremental Term Loans. If the amount returned to any Aleris Incremental Term Lender pursuant to this clause (g)(i) is less than the amount actually funded by such Aleris Incremental Term Lender into the Escrow Account, then the aggregate amount of such shortfall in respect of all of the Aleris Incremental Term Lenders shall immediately be due 1160381.015-CHISR02A - MSW and payable to the Administrative Agent by the applicable Co-Borrower. The Administrative Agent shall distribute payments received under this clause (g)(i) in accordance with Section 2.14. (ii) If, after the Escrow Release Time, as a result of an Aleris Incremental Term Lender failing to fund its Aleris Incremental Term Loans into the Escrow Account within the time period required by this Agreement, the Escrow Agent internally confirms receipt in the Escrow Account of any other Escrowed Amounts from any Aleris Incremental Term Lender, or otherwise continues to hold Escrowed Amounts that were not required to be funded pursuant to clause (f) above (the “Residual Returned Amounts”), then, notwithstanding anything to the contrary in this Agreement or any other Loan Document, such Residual Returned Amounts shall not accrue interest or be subject to Section 2.13, any arranger fees set forth in any Fee Letter shall not be payable to such Aleris Incremental Term Lender in respect of such Residual Returned Amounts, and the Escrow Agent shall promptly disburse the Residual Returned Amounts to the extent remaining on deposit in the Escrow Account to the Administrative Agent, and upon receipt thereof, the Administrative Agent shall promptly return such amounts to the respective Aleris Incremental Term Lenders. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, if an Aleris Incremental Term Lender funded the Residual Returned Amounts into the Escrow Account by netting the arranger fees (but not the commitment fees) payable to the applicable Aleris Incremental Term Lender under the Fee Letters against the amount of the Aleris Incremental Term Loans required to be funded by such Aleris Incremental Term Lender into the Escrow Account, then the return of the actual Residual Returned Amounts funded by such Aleris Incremental Term Lender into the Escrow Account pursuant to this clause (g)(ii) shall satisfy in full the obligation of the Loan Parties to repay the Residual Returned Amounts and any other Obligations arising as a result of the netting of the arranger fees from the amount funded by such Aleris Incremental Term Lender to the Escrow Account. If the amount returned to any Aleris Incremental Term Lender pursuant to this clause (g)(ii) is less than the amount actually funded by such Aleris Incremental Term Lender into the Escrow Account, then the aggregate amount of such shortfall in respect of all of the Aleris Incremental Term Lenders shall immediately be due and payable to the Administrative Agent by the applicable Co-Borrower. The Administrative Agent shall distribute payments received under this clause (g)(ii) in accordance with Section 2.14. Notwithstanding anything to the contrary in any Fee Letter, any Aleris Incremental Term Lender that (x) receives Residual Returned Amounts as a result of such Aleris Incremental Term Lender failing to fund its ratable share of the Aleris Incremental Term Loans into the Escrow Account within the time period required by this Agreement, or (y) fails to fund its ratable share of the Aleris Incremental Term Loans into the Escrow Account within the time period required by this Agreement, shall forfeit its right to any Extension Fee and any commitment fee received by it pursuant to, and as defined in, the Aleris Fee Letter, and such Aleris Incremental Term Lender shall, no later 1160381.015-CHISR02A - MSW than the date that is 10 Business Days after the Aleris Incremental Funding Date, make a payment to the Designated Company in an amount equal to the sum of (A) the Extension Fee received by such Aleris Incremental Term Lender under the Aleris Fee Letter and (B) the aggregate amount of the commitment fees received by such Aleris Incremental Term Lender under the Aleris Fee Letter.

Return of Escrowed Amounts to the Aleris Incremental Term Lenders. (i) If (x) the Aleris Acquisition Closing Date has not occurred, and the Administrative Agent is not required to fund the Escrowed Amounts to the Specified Bank Accounts in accordance with clause (f) above at or prior to 3:00 p.m. London Time on the date that is ten (10) Business Days after the Escrow Date (such time, the “Commitment Release Time”), (y) an Event of Default under Section 8.01(g) or (h) has occurred, or (z) the Agreement Termination Date has occurred, then Administrative Agent shall notify the Escrow Agent that the Escrow Release Conditions have not been satisfied and that the Escrowed Term Loans must be returned to the Aleris Incremental Term Lenders, and shall direct the Escrow Agent to promptly disburse the Escrowed Term Loans to the Administrative Agent in order to be returned to the respective Aleris Incremental Term Lenders. Upon receiving such notice and direction, the Escrow Agent shall promptly disburse the Escrowed Term Loans to the Administrative Agent. Upon receipt of the Escrowed Term Loans, the Administrative Agent shall promptly return the Escrowed Amounts to the respective Aleris Incremental Term Lenders. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, if an Aleris Incremental Term Lender funded its Aleris Incremental Term Loans into the Escrow Account by netting the arranger fees (but not the commitment fees) payable to the applicable Aleris Incremental Term Lender under the Fee Letters against the amount of the Aleris Incremental Term Loans required to be funded by such Aleris Incremental Term Lender into the Escrow Account, then the return of the actual amounts funded by each Aleris Incremental Term Lender into the Escrow Account to the respective Aleris Incremental Term Lenders pursuant to this clause (g)(i) shall satisfy in full the obligation of the Loan Parties to repay the Aleris Incremental Term Loans. If the amount returned to any Aleris Incremental Term Lender pursuant to this clause (g)(i) is less than the amount actually funded by such Aleris Incremental Term Lender into the Escrow Account, then the aggregate amount of such shortfall in respect of all of the Aleris Incremental Term Lenders shall immediately be due and payable to the Administrative Agent by the applicable Co-Borrower. The Administrative Agent shall distribute payments received under this clause (g)(i) in accordance with Section 2.14. (ii) If, after the Escrow Release Time, as a result of an Aleris Incremental Term Lender failing to fund its Aleris Incremental Term Loans into the Escrow Account within the time period required by this Agreement, the Escrow Agent internally confirms receipt in the Escrow Account of any other Escrowed Amounts from any Aleris Incremental Term Lender, or otherwise continues to hold Escrowed Amounts that were not required to be funded pursuant to clause (f) above (the “Residual Returned Amounts”), then, notwithstanding anything to the contrary in this Agreement or any other Loan Document, such Residual Returned Amounts shall not accrue interest or be subject to Section 2.13, any arranger fees set forth in any Fee Letter shall not be payable to such Aleris Incremental Term Lender in respect of such Residual Returned Amounts, and the Escrow Agent shall promptly disburse the Residual Returned Amounts to the extent remaining on deposit in the Escrow Account to the Administrative Agent, and upon receipt thereof, the Administrative Agent shall promptly return such amounts to the respective Aleris Incremental 1234400.03-CHISR02A - MSW Term Lenders. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, if an Aleris Incremental Term Lender funded the Residual Returned Amounts into the Escrow Account by netting the arranger fees (but not the commitment fees) payable to the applicable Aleris Incremental Term Lender under the Fee Letters against the amount of the Aleris Incremental Term Loans required to be funded by such Aleris Incremental Term Lender into the Escrow Account, then the return of the actual Residual Returned Amounts funded by such Aleris Incremental Term Lender into the Escrow Account pursuant to this clause (g)(ii) shall satisfy in full the obligation of the Loan Parties to repay the Residual Returned Amounts and any other Obligations arising as a result of the netting of the arranger fees from the amount funded by such Aleris Incremental Term Lender to the Escrow Account. If the amount returned to any Aleris Incremental Term Lender pursuant to this clause (g)(ii) is less than the amount actually funded by such Aleris Incremental Term Lender into the Escrow Account, then the aggregate amount of such shortfall in respect of all of the Aleris Incremental Term Lenders shall immediately be due and payable to the Administrative Agent by the applicable Co-Borrower. The Administrative Agent shall distribute payments received under this clause (g)(ii) in accordance with Section 2.14. Notwithstanding anything to the contrary in any Fee Letter, any Aleris Incremental Term Lender that (x) receives Residual Returned Amounts as a result of such Aleris Incremental Term Lender failing to fund its ratable share of the Aleris Incremental Term Loans into the Escrow Account within the time period required by this Agreement, or (y) fails to fund its ratable share of the Aleris Incremental Term Loans into the Escrow Account within the time period required by this Agreement, shall forfeit its right to any Extension Fee and any commitment fee received by it pursuant to, and as defined in, the Aleris Fee Letter, and such Aleris Incremental Term Lender shall, no later than the date that is 10 Business Days after the Aleris Incremental Funding Date, make a payment to the Designated Company in an amount equal to the sum of (A) the Extension Fee received by such Aleris Incremental Term Lender under the Aleris Fee Letter and (B) the aggregate amount of the commitment fees received by such Aleris Incremental Term Lender under the Aleris Fee Letter.