Common use of Scheduling of Quantities Clause in Contracts

Scheduling of Quantities. Throughout the Term of this Agreement, the Purchaser shall notify the Supplier of the following, it being understood and agreed that each of the scheduling and quantity requirements set forth in this Section 2.7 shall at all times remain subject to the requirements set forth in Section 2.6: (a) By the fifteenth (15th) day of July of each Contract Year (and if such day is not a Business Day, on the Business Day immediately preceding such 15th day), the Purchaser’s forecast representing its best estimate of the quantity of Metal that it wishes to purchase during the following Contract Year for all of the Delivery Sites; (b) On or prior to the first (1st) day of October of each Contract Year (and if such day is not a Business Day, on the Business Day immediately preceding such 1st day), (i) the definitive quantity of Metal that the Purchaser will purchase for each month of the following Contract Year for all Delivery Sites (the aggregate amount for such months, the “Definitive Annual Quantity”) and (ii) the Purchaser’s forecast representing its best estimate of the quantity of Metal that it wishes to purchase for each month of the following Contract Year for each Delivery Site; *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c) On or prior to the first (1st) day of November of each Contract Year (and if such day is not a Business Day, on the Business Day immediately preceding such 1st day), the Purchaser’s forecast representing its best estimate of the allocation of the Definitive Annual Quantity on a monthly basis for the following Contract Year, that is the quantity of Metal that it wishes to purchase in each month of the following Contract Year for each Delivery Site and for each Product Group, including its best estimate of the allocation of alloys between the Delivery Sites, which forecast shall be subject to review and written acceptance by the Supplier, which acceptance shall not be unreasonably withheld, delayed or conditioned; (d) By the 15th day of each calendar month (and if such day is not a Business Day, on the Business Day immediately preceding such 15th day), the definitive quantity of Metal that the Purchaser will purchase during the following calendar month (the “M + 1 Month”) for each Delivery Site and a forecast representing its best estimate of the quantity of Metal that it wishes to purchase during the first month following the M + 1 Month (the “M + 2 Month”) for each Delivery Site and during the second month following the M + 1 Month (the “M + 3 Month”) for all Delivery Sites, such definitive quantity and forecast shall be subject to review and written acceptance by the Supplier, which acceptance may not be unreasonably withheld, conditioned or delayed, it being understood and agreed that the quantity of Metal to be purchased by the Purchaser, (i) for the M + 1 Month, shall not exceed or be less than the previous forecast for the M + 2 Month by more than ***% in the case of the Issoire Facility and ***% for each other Delivery Site, and ***% for all Delivery Sites in the aggregate; (ii) for the M + 2 Month, shall not exceed or be less than the previous forecast for the M + 3 Month by more than ***% for all Delivery Sites in the aggregate; and (iii) for the M + 3 Month, shall not exceed or be less than the previous forecast for such month by more than ***% for all Delivery Sites in the aggregate; (e) By the 15th day of each calendar month (and if such day is not a Business Day, on the Business Day immediately preceding such 15th day), a draft shipment schedule specifying the date ranges for shipment and quantities of Metal (by Product Group and by Delivery Site) to be shipped in each week in respect of the following calendar month (taking into account the applicable provisions of this Agreement regarding quantities and other matters), which shipment date ranges and quantities of Metal shall be subject to written acceptance by the Supplier, which acceptance may not be unreasonably withheld, conditioned or delayed (any such schedule delivered by the Purchaser and accepted by the *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Supplier or agreed upon by the Parties is hereinafter referred to as the “Shipment Schedule”); (f) On or prior to the last day of each of the first three quarters of each Contract Year (and if such day is not a Business Day, on the Business Day immediately preceding such last day), a revised and updated version of the forecast to be provided pursuant to Section 2.7(c), representing its best estimate of the quantity of Metal that it wishes to purchase in each month of the following three quarters for each Delivery Site and for each Product Group, which revised forecast shall be subject to review and written acceptance by the Supplier, which acceptance may not be unreasonably withheld, conditioned or delayed; (g) By the first day of each week of each Contract Year, or as otherwise agreed by the Parties, an order for the definitive quantity of Metal to be shipped in the week commencing two weeks after such date, by alloy, by format, by Supplier Facility and by Delivery Site, which order shall be subject to review and written acceptance by the Supplier, which acceptance may not be unreasonably withheld, conditioned or delayed and shall be deemed given if the Supplier does not object within two Business Days of receiving the Purchaser’s order (such accepted order hereinafter referred to as a “Confirmed Order”); and (h) The Supplier shall supply the quantities of Metal (including with respect to particular alloys, formats, Supplier Facilities and Delivery Sites) in accordance with the details set forth in each Confirmed Order, provided that such Confirmed Order complies with the applicable requirements of Section 2.6 and 2.7. The initial forecasts and Confirmed Order for purposes of Section 2.6 and 2.7 for the period immediately following the Effective Date shall be provided by the Purchaser to the Supplier prior to the Effective Date and agreed by the Parties acting reasonably consistent with the terms of this Agreement.

Scheduling of Quantities. Throughout Subject to the requirements set forth in Sections 2.1 and 2.2 and throughout the Term of this Agreement, the Purchaser shall notify the Supplier of the following, it being understood and agreed that each of the scheduling and quantity requirements set forth in this Section 2.7 shall at all times remain subject to the requirements set forth in Section 2.6: (a) By the fifteenth (15th) day of July of each Contract Year (and if such day is not a Business Day, on the Business Day immediately preceding such 15th day), the Purchaser’s forecast representing its best estimate of the quantity of Metal that it wishes to purchase during the following Contract Year for all of the Delivery Sites; (b) On or prior to the first (1st) 31st day of October of each Contract Year (and if such day is not a Business Day, Day on the Business Day immediately preceding such 1st 31st day), (i) the definitive quantity of Metal that the Purchaser will purchase for each month of the following Contract Year for all Delivery Sites (the aggregate amount for such months, the “Definitive Annual Quantity”) and (ii) the Purchaser’s non-binding forecast representing its best estimate of the quantity of Metal that it wishes to purchase for each month of the following Contract Year for each Delivery Site; *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.; (cb) On on or prior to the first fifteenth (1st15th) day of November of each Contract Year (and if such day is not a Business Day, on the Business Day immediately preceding such 1st day), the Purchaser’s forecast representing its best estimate of the allocation of the Definitive Annual Quantity on a monthly basis for the following Contract Year, that is the quantity of Metal that it wishes to purchase in each month of the following Contract Year for each Delivery Site and for each Product Group, including its best estimate of the allocation of alloys between the Delivery Sites, which forecast shall be subject to review and written acceptance by the Supplier, which acceptance shall not be unreasonably withheld, delayed or conditioned; (d) By the 15th day of each calendar month (and if such day is not a Business Day, on the Business Day immediately preceding such 15th day), the definitive quantity of Metal that the Purchaser will purchase during the following calendar month (the “M + 1 M+1 Month”) for each Delivery Site Site, (a “Monthly Order”) and a forecast representing its the Purchaser’s best estimate (which is non-binding) of the quantity of Metal that it wishes to purchase during the first month two (2) calendar months following the M + 1 M+1 Month (the “M + 2 Month”) for each Delivery Site and during the second month following the M + 1 Month (the each, a “M + 3 MonthMonthly Forecast”) for all Delivery Sites, such definitive quantity and forecast shall be subject to review and written acceptance by the Supplier, which acceptance may not be unreasonably withheld, conditioned or delayed), it being understood and agreed that the following conditions shall be met in respect of each Monthly Order and each Monthly Forecast: (i) the quantity of Metal to be purchased by the Purchaser, (i) Purchaser for the M + 1 Month, any calendar month pursuant to a Monthly Order shall not exceed *** Tonnes (the “Maximum Monthly Quantity”) or be less than the previous forecast for the M + 2 Month by more than ***% in * Tonnes (the “Minimum Monthly Quantity”) or such adjusted maximum and minimum monthly quantities, as the case of the Issoire Facility and ***% for each other Delivery Sitemay be, and ***% for all Delivery Sites as determined in the aggregate;accordance with Section 2.6; and (ii) in the event that the Purchaser notifies the Supplier pursuant to this Section 2.3 that the Purchaser will purchase a monthly quantity of Metal for the M + 2 Month, shall not exceed or be M+1 Month pursuant to a Monthly Order that is less than the previous forecast for the M + 3 Month by more than ***% for all Delivery Sites * Tonnes (the “Threshold Quantity”) or such adjusted threshold quantity as the case may be, as determined in accordance with Section 2.6, the aggregate; and (iii) Supplier shall be entitled to elect to supply the Purchaser with a quantity of Pre-Alloyed Metal for the M + 3 MonthM+1 Month pursuant to the terms of Section 2.4, and the other terms of Section 2.4 shall not exceed or be less than apply. Subject to the previous forecast for such month by more than ***% for all Delivery Sites in the aggregate; (e) By the 15th day of each calendar month (and if such day is not a Business Dayforegoing, on the Business Day immediately preceding such 15th day), a draft shipment schedule specifying the date ranges for shipment and quantities of Metal (by Product Group and by Delivery Site) to be shipped in each week in respect of the following calendar month (taking into account the applicable provisions of this Agreement regarding quantities and other matters), which shipment date ranges and quantities of Metal shall be subject to written acceptance by the Supplier, which acceptance may not be unreasonably withheld, conditioned or delayed (any such schedule delivered by the Purchaser and accepted by the *** Certain information on this page has been omitted Supplier shall use Commercially Reasonable Efforts to arrange for shipping and filed separately with the Securities delivery of Metal and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Supplier or agreed upon by the Parties is hereinafter referred to Pre-Alloyed Metal, as the “Shipment Schedule”); (f) On or prior to the last day of each of the first three quarters of each Contract Year (and if such day is not a Business Daycase may be, on the Business Day immediately preceding such last day), a revised and updated version of the forecast to be provided pursuant to Section 2.7(c), representing its best estimate of the quantity of Metal that it wishes to purchase in each month of the following three quarters for each Delivery Site and for each Product Group, which revised forecast shall be subject to review and written acceptance by the Supplier, which acceptance may not be unreasonably withheld, conditioned or delayed; (g) By the first day of each week of evenly spread on a monthly basis throughout each Contract Year, or as otherwise agreed by the Parties, an order for the definitive quantity of Metal to be shipped in the week commencing two weeks after such date, by alloy, by format, by Supplier Facility and by Delivery Site, which order shall be subject to review and written acceptance by the Supplier, which acceptance may not be unreasonably withheld, conditioned or delayed and shall be deemed given if the Supplier does not object within two Business Days of receiving the Purchaser’s order (such accepted order hereinafter referred to as a “Confirmed Order”); and (h) The Supplier shall supply the quantities of Metal (including with respect to particular alloys, formats, Supplier Facilities and Delivery Sites) in accordance with the details set forth in each Confirmed Order, provided that such Confirmed Order complies with the applicable requirements of Section 2.6 and 2.7. The initial forecasts and Confirmed Order for purposes of Section 2.6 and 2.7 for the period immediately following the Effective Date shall be provided by the Purchaser to the Supplier prior to the Effective Date and agreed by the Parties acting reasonably consistent with the terms of this Agreement.

Scheduling of Quantities. (a) Throughout the Term of this Agreement, the Purchaser shall notify the Supplier of the following, it being understood and agreed that each of the scheduling and quantity requirements set forth in this Section 2.7 shall at all times remain subject to the requirements set forth in Section 2.6: (a) By by the fifteenth (15th) day of July of each Contract Year (and if such day is not a Business Day, on the Business Day immediately preceding such 15th day), the Purchaser’s forecast representing its best estimate of the quantity of Metal that it wishes to purchase during the following Contract Year for all of the Delivery Sites; (b) On or prior to the first (1st) day of October of each Contract Year (and if such day is not a Business Day, on the Business Day immediately preceding such 1st day), (i) the definitive quantity of Metal that the Purchaser will purchase for each month of the following Contract Year for all Delivery Sites (the aggregate amount for such months, the “Definitive Annual Quantity”) and (ii) the Purchaser’s forecast representing its best estimate of the quantity of Metal that it wishes to purchase for each month of the following Contract Year for each Delivery Site; *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c) On or prior to the first (1st) day of November of each Contract Year (and if such day is not a Business Day, on the Business Day immediately preceding such 1st day), the Purchaser’s forecast representing its best estimate of the allocation of the Definitive Annual Quantity on a monthly basis for the following Contract Year, that is the quantity of Metal that it wishes to purchase in each month of the following Contract Year for each Delivery Site and for each Product Group, including its best estimate of the allocation of alloys between the Delivery Sites, which forecast shall be subject to review and written acceptance by the Supplier, which acceptance shall not be unreasonably withheld, delayed or conditioned; (d) By the 15th day of each calendar month (and if such day is not a Business Day, on the Business Day immediately preceding such 15th day), the definitive Purchaser shall notify the Supplier of: (i) the quantity of Metal that the Purchaser Aluminum it will purchase during the following calendar month; the Purchaser shall use Commercially Reasonable Efforts to ensure that the quantities identified in the Monthly Requirement Schedules in each Contract Year are as nearly equal as possible, and in any event would not fluctuate in respect of delivery in any particular month by more or less than fifteen percent (the “M + 1 Month”15%) for each Delivery Site and a forecast representing its best estimate of the quantity of Metal that it wishes to purchase during the first month following the M + 1 Month (the “M + 2 Month”) for each Delivery Site and during the second month following the M + 1 Month (the “M + 3 Month”) for all Delivery Sites, such definitive quantity and forecast shall be subject to review and written acceptance Contract Tonnage divided by the Supplier, which acceptance may not be unreasonably withheld, conditioned or delayed, it being understood and agreed that the quantity of Metal to be purchased by the Purchaser, (i) for the M + 1 Month, shall not exceed or be less than the previous forecast for the M + 2 Month by more than ***% in the case of the Issoire Facility and ***% for each other Delivery Site, and ***% for all Delivery Sites in the aggregate;12; and (ii) the Purchaser's best estimate (which is non-binding) of its Aluminum requirements during the two (2) calendar months following the calendar month referred to in Section 2.4(a)(i); collectively, the "MONTHLY REQUIREMENT SCHEDULE". The Monthly Requirement Schedule for the M + 2 Monthfirst twelve (12) calendar months in the Term of this Agreement is set out in SCHEDULE 1 hereto. (b) The Parties agree that (i) the Aluminum delivered hereunder to the Purchaser's Delivery Site located in Oswego, New York in each Contract Year shall not exceed or be no less than the previous forecast for the M + 3 Month by more than ***% for all Delivery Sites in * Tonnes (spread evenly thoughout the aggregate; and (iii) for the M + 3 Month, shall not exceed or be less than the previous forecast for such month by more than year at approximately *** Tonnes per month) plus 75% of Aluminum supplied in excess of *% for all Delivery Sites in the aggregate; (e) By the 15th day of each calendar month (and if such day is not a Business Day, on the Business Day immediately preceding such 15th day), a draft shipment schedule specifying the date ranges for shipment and quantities of Metal (by Product Group and by Delivery Site) to be shipped ** Tonnes in each week Contract Year, and (ii) the Supplier shall supply at least *** Tonnes of Aluminum in respect of the following calendar month (taking into account the applicable provisions of this Agreement regarding quantities and other matters), which shipment date ranges and quantities of Metal shall be subject to written acceptance by the Supplier, which acceptance may not be unreasonably withheld, conditioned or delayed (any such schedule delivered by the Purchaser and accepted by the each ---------- *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Supplier or agreed upon by the Parties is hereinafter referred to as the “Shipment Schedule”); (f) On or prior to the last day of each of the first three quarters of each Contract Year (and if such day is not a Business Day, on the Business Day immediately preceding such last day), a revised and updated version of the forecast to be provided pursuant to Section 2.7(c), representing its best estimate of the quantity of Metal that it wishes to purchase in each month of the following three quarters for each Delivery Site and for each Product Group, which revised forecast shall be subject to review and written acceptance by the Supplier, which acceptance may not be unreasonably withheld, conditioned or delayed; (g) By the first day of each week of each Contract Year, or as otherwise agreed by the Parties, an order for the definitive quantity of Metal to be shipped from smelters in the week commencing two weeks after such dateProvince of Quebec, by alloyCanada, by format, by Supplier Facility and by Delivery Site, in which order shall be subject to review and written acceptance by the Supplier, which acceptance may not be unreasonably withheld, conditioned or delayed and shall be deemed given if the Supplier does not object within two Business Days of receiving the Purchaser’s order (such accepted order hereinafter referred to as a “Confirmed Order”); and (h) The Supplier shall supply the quantities of Metal (including with respect to particular alloys, formats, Supplier Facilities and Delivery Sites) in accordance with the details set forth in each Confirmed Order, provided that such Confirmed Order complies with the applicable requirements of Section 2.6 and 2.7. The initial forecasts and Confirmed Order for purposes of Section 2.6 and 2.7 for the period immediately following the Effective Date shall be provided by the Purchaser to the Supplier prior to the Effective Date and agreed by the Parties acting reasonably consistent with the terms of this Agreementholds an ownership interest.

Scheduling of Quantities. Throughout the Term of this Agreement(a) On or before September 30 in each Contract Year, the Purchaser shall submit to the Supplier a notice setting forth the annual quantity of Alumina required by the Purchaser for the next succeeding Contract Year (the "CONTRACT TONNAGE" for such Contract Year), and an estimated shipping schedule identifying the quantity of Alumina to be delivered by the Supplier in each shipment during such Contract Year. (b) On or before October 31 in each Contract Year, the Parties shall agree on a shipment schedule for the next succeeding Contract Year and on the quantities to be delivered in each shipment. The Parties shall use Commercially Reasonable Efforts to arrange for shipping schedules which are reasonably evenly spread throughout each Contract Year. (c) The Purchaser shall notify the Supplier of the followinginitial lay day period in which the Supplier's vessel will be presented for loading, it being understood and agreed that each of the scheduling and quantity requirements set forth in this Section 2.7 shall at all times remain subject to the requirements set forth in Section 2.6: (a) By the fifteenth (15th) day of July respect of each Contract Year (and if such day is not a Business Day, on the Business Day immediately preceding such 15th day), the Purchaser’s forecast representing its best estimate shipment of the quantity of Metal that it wishes to purchase during the following Contract Year for all of the Delivery Sites; (b) On or prior to the first (1st) day of October of each Contract Year (and if such day is not a Business Day, on the Business Day immediately preceding such 1st day), (i) the definitive quantity of Metal that the Purchaser will purchase for each month of the following Contract Year for all Delivery Sites (the aggregate amount for such months, the “Definitive Annual Quantity”) and (ii) the Purchaser’s forecast representing its best estimate of the quantity of Metal that it wishes to purchase for each month of the following Contract Year for each Delivery Site; *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsAlumina scheduled hereunder. (c) On or prior to the first (1st) day of November of each Contract Year (and if such day is not a Business Day, on the Business Day immediately preceding such 1st day), the Purchaser’s forecast representing its best estimate of the allocation of the Definitive Annual Quantity on a monthly basis for the following Contract Year, that is the quantity of Metal that it wishes to purchase in each month of the following Contract Year for each Delivery Site and for each Product Group, including its best estimate of the allocation of alloys between the Delivery Sites, which forecast shall be subject to review and written acceptance by the Supplier, which acceptance shall not be unreasonably withheld, delayed or conditioned; (d) By the 15th day The Purchaser shall be responsible for all arrangements required in connection with receipt of each calendar month (delivery and if such day is not a Business Day, on the Business Day immediately preceding such 15th day), the definitive quantity of Metal that the Purchaser will purchase during the following calendar month (the “M + 1 Month”) for each Delivery Site and a forecast representing its best estimate transportation of the quantity Alumina at the Port of Metal that it wishes to purchase during Loading, in accordance with the first month following the M + 1 Month (the “M + 2 Month”) for each Delivery Site terms and during the second month following the M + 1 Month (the “M + 3 Month”) for all Delivery Sitesconditions set forth in Schedule 4 hereto, such definitive quantity and forecast shall which Schedule may be subject to review and written acceptance revised by the Supplier, which acceptance may not be unreasonably withheld, conditioned or delayed, it being understood and agreed that the quantity of Metal Parties from time to be purchased by the Purchaser, (i) for the M + 1 Month, shall not exceed or be less than the previous forecast for the M + 2 Month by more than ***% time in the case order to take account of the Issoire Facility terms and ***% condition for each other Delivery Site, and ***% for all Delivery Sites loading which may be in effect from time to time at the aggregate; (ii) for the M + 2 Month, shall not exceed or be less than the previous forecast for the M + 3 Month by more than ***% for all Delivery Sites in the aggregate; and (iii) for the M + 3 Month, shall not exceed or be less than the previous forecast for such month by more than ***% for all Delivery Sites in the aggregate;Port of Loading. (e) By No later than 45 days prior to each of January 1, April 1, July 1 and October 1 in each Contract Year, the 15th day Purchaser shall submit to the Supplier an estimated shipping schedule indicating the quantity and lay days for delivery for each shipment of each Alumina to be made hereunder in the next succeeding 3 calendar month (and if such day is not a Business Day, months commencing on the Business Day immediately preceding next such 15th day)quarterly date, and identifying a draft shipment 15 day window for each shipment. The Supplier shall, within 10 days of receipt of such shipping schedule specifying from the date ranges for shipment and quantities of Metal (by Product Group and by Delivery Site) Purchaser, confirm to the Purchaser whether it agrees with it or if any modifications or adjustments are required to be shipped in each week in respect of the following calendar month (taking into account the applicable provisions of this Agreement regarding quantities and other matters), which shipment date ranges and quantities of Metal shall be subject made to written acceptance by the Supplier, which acceptance may not be unreasonably withheld, conditioned or delayed (any such schedule delivered by the Purchaser and accepted by the *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Supplier or agreed upon by the Parties is hereinafter referred to as the “Shipment Schedule”);shipping schedule. (f) On or With respect to each shipment scheduled in accordance with paragraph (e) above, no later than 30 days prior to the last day commencement of each of the first three quarters of each Contract Year (and if lay days for such day is not a Business Dayshipment, on the Business Day immediately preceding such last day), a revised and updated version of the forecast to be provided pursuant to Section 2.7(c), representing its best estimate of the quantity of Metal that it wishes to purchase in each month of the following three quarters for each Delivery Site and for each Product Group, which revised forecast shall be subject to review and written acceptance by the Supplier, which acceptance may not be unreasonably withheld, conditioned or delayed; (g) By the first day of each week of each Contract Year, or as otherwise agreed by the Parties, an order for the definitive quantity of Metal to be shipped in the week commencing two weeks after such date, by alloy, by format, by Supplier Facility and by Delivery Site, which order shall be subject to review and written acceptance by the Supplier, which acceptance may not be unreasonably withheld, conditioned or delayed and shall be deemed given if the Supplier does not object within two Business Days of receiving the Purchaser’s order (such accepted order hereinafter referred to as a “Confirmed Order”); and (h) The Supplier shall supply the quantities of Metal (including with respect to particular alloys, formats, Supplier Facilities and Delivery Sites) in accordance with the details set forth in each Confirmed Order, provided that such Confirmed Order complies with the applicable requirements of Section 2.6 and 2.7. The initial forecasts and Confirmed Order for purposes of Section 2.6 and 2.7 for the period immediately following the Effective Date shall be provided by the Purchaser shall provide a notice to the Supplier narrowing the delivery window for such shipment to a 10 day period. In the event the Purchaser does not provide such notice to the Supplier in such time period, the Supplier may at its discretion reduce the window for the lay days for such shipment to a 10 day period at any time starting from the date which is 15 days prior to the Effective Date and agreed by commencement of the Parties acting reasonably consistent with the terms of this Agreementlay days scheduled for such shipment.