Common use of Additional Collateral; Additional Guarantors Clause in Contracts

Additional Collateral; Additional Guarantors. Upon (x) the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the formation or acquisition by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect Subsidiary (in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing to be an Excluded Subsidiary, or (y) the acquisition of any personal property by any Credit Party (other than Excluded Assets) not already subject to a perfected First Priority Lien in favor of Collateral Agent for the benefit of the Secured Parties, the Initial Borrower shall, in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Party, and (ii) all of the data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereof.

Additional Collateral; Additional Guarantors. Upon (xa) Subject to this Section 8.15, with respect to any property acquired after the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the formation or acquisition First Closing Date by any Credit Borrower Party or any of its Restricted Subsidiaries of any new direct or indirect Subsidiary (in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing to be an Excluded Subsidiary, or (y) the acquisition of any personal property by any Credit Party (other than Excluded Assets) that is not already subject to a perfected First Priority the Lien created by any of the Loan Documents or specifically excluded from the requirement to be subject to such Lien in favor of Collateral Agent for the benefit of Loan Documents, such Borrower Party shall promptly (and in any event within 30 days after the Secured Parties, the Initial Borrower shall, in each case, at the Borrowers’ expense, promptly, within thirty (30acquisition thereof) Business Days, or such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) execute and deliver to the Lender such Subsidiaryamendments or supplements to the relevant Loan Documents or such other documents as the Lender shall deem necessary or advisable to grant for its benefit, a Lien on such property subject to no Liens other than Permitted Liens, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) take all actions necessary to cause such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien be duly perfected in favor accordance with all applicable requirements of Collateral Agent (except to Law, including the extent constituting Excluded Assets or this Agreement or filing of financing statements in such jurisdictions as may be reasonably requested by the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, Lender. Each Borrower Party shall otherwise take all such actions and execute and/or deliver to the Lender such documents as the Lender shall reasonably require to confirm the validity, perfection and deliverpriority of the Lien of the Security Documents on such after-acquired properties. Notwithstanding any other provision in any Loan Document, (i) no Borrower Party shall be required to take any actions outside of the U.S. to perfect any Lien or cause security interest in any assets which are located outside of the U.S. and (ii) no equity interests in (a) CFCs or (b) Domestic CFC Holdcos shall be required to be executed and deliveredpledged, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock equity interests in each such first-tier Foreign Subsidiaries that are CFCs or Domestic Holding Company or Foreign Subsidiary. AdditionallyCFC Holdcos, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Party, and (ii) all of the data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofas applicable.

Additional Collateral; Additional Guarantors. Upon (xa) Subject to this Section 8.14, with respect to any property acquired after the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the formation or acquisition Closing Date by any Credit Borrower Party or any of its Restricted Subsidiaries of any new direct or indirect Subsidiary (in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing to be an Excluded Subsidiary, or (y) the acquisition of any personal property by any Credit Party (other than Excluded Assets) that is not already subject to a perfected First Priority the Lien created by any of the Loan Documents or specifically excluded from the requirement to be subject to such Lien in favor of Collateral Agent for the benefit of Loan Documents, such Borrower Party shall promptly (and in any event within [*****] after the Secured Parties, the Initial Borrower shall, in each case, at the Borrowers’ expense, promptly, within thirty (30acquisition thereof) Business Days, or such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) execute and deliver to the Lender such Subsidiaryamendments or supplements to the relevant Loan Documents or such other documents as the Lender shall deem necessary or advisable to grant for its benefit, a Lien on such property subject to no Liens other than Permitted Liens, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) take all actions necessary to cause such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien be duly perfected in favor accordance with all applicable requirements of Collateral Agent (except to Law, including the extent constituting Excluded Assets or this Agreement or filing of financing statements in such jurisdictions as may be reasonably requested by the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, Lender. Each Borrower Party shall otherwise take all such actions and execute and/or deliver to the Lender such documents as the Lender shall reasonably require to confirm the validity, perfection and deliverpriority of the Lien of the Security Documents on such after-acquired properties. Notwithstanding any other provision in any Loan Document, (i) no Borrower Party shall be required to take any actions outside of the United States to perfect any Lien or cause security interest in any assets which are located outside of the United States of America and (ii) no equity interests in (a) Foreign Subsidiaries that are controlled foreign corporations within the meaning of Section 957 of the Code ("CFCs") or (b) domestic Subsidiaries that have no material assets other than equity in one or more Foreign Subsidiaries that are CFCs ("Domestic CFC Holdcos") shall be required to be executed and deliveredpledged, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock equity interests in each such first-tier Foreign Subsidiaries that are CFCs or Domestic Holding Company or Foreign SubsidiaryCFC Holdcos, as applicable. Additionally, after such formation, acquisition, cessation or re-designation, [*****] Raptor Pharmaceutical Corp. has requested confidential treatment of certain portions of this agreement which have been omitted and filed separately with the Borrower Representative shall promptly send U.S. Securities and Exchange Commission pursuant to Administrative Agent written notice setting forth with respect to such Person (i) Rule 24b-2 under the date on which such Person became a Subsidiary Securities Exchange Act of a Credit Party, and (ii) all of the data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereof1934.

Additional Collateral; Additional Guarantors. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent or the Collateral Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including: Upon (x) the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the formation or acquisition by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect wholly owned Domestic Subsidiary (in each case, other than an Excluded Subsidiary) or upon by the Borrower, (y) any Excluded Subsidiary ceasing to be constitute an Excluded Subsidiary or (z) or the designation in accordance with Section 6.14 of any existing direct or indirect wholly owned Domestic Subsidiary (other than an Excluded Subsidiary) as a Restricted Subsidiary: within 60 days after such formation, acquisition, cessation or designation, or such longer period as the Administrative Agent may agree in writing in its discretion: cause each such Domestic Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (yas appropriate) joinders to this Agreement as Guarantors, Security Agreement Supplements, Intellectual Property Security Agreements, a counterpart of the Intercompany Note and other security agreements and documents (including, with respect to such Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent, subject to local law requirements, with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting first-priority Liens required by the Collateral and Guarantee Requirement; cause each such Domestic Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement (and the parent of each such Domestic Subsidiary that is a Guarantor) to deliver any and all certificates representing Equity Interests (to the extent certificated) and intercompany notes (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank; take and cause such Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement and each direct or indirect parent of such Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of UCC financing statements and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens to the extent required by the Collateral and Guarantee Requirement or the Collateral Documents, and to otherwise comply with the requirements of the Collateral and Guarantee Requirement or the Collateral Documents; if reasonably requested by the Administrative Agent or the Collateral Agent, within forty-five (45) days after such request (or such longer period as the Administrative Agent may agree in writing in its sole discretion), deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; as promptly as practicable after the request therefor by the Administrative Agent or Collateral Agent, deliver to the Collateral Agent with respect to each Material Real Property, any existing title reports, abstracts or environmental assessment reports, to the extent available and in the possession or control of the Borrower; provided, however, that there shall be no obligation to deliver to the Administrative Agent any existing environmental assessment report whose disclosure to the Administrative Agent would require the consent of a Person other than the Borrower or one of its Subsidiaries, where, despite the commercially reasonable efforts of the Borrower to obtain such consent, such consent cannot be obtained; and if reasonably requested by the Administrative Agent or the Collateral Agent, within sixty (60) days after such request (or such longer period as the Administrative Agent may agree in writing in its sole discretion), deliver to the Collateral Agent any other items necessary from time to time to satisfy the Collateral and Guarantee Requirement with respect to perfection and existence of security interests with respect to property of any Guarantor acquired after the Closing Date and subject to the Collateral and Guarantee Requirement or the Collateral Documents, but not specifically covered by the preceding clauses (i), (ii) or (iii) or clause (b) below. Not later than one hundred twenty (120) days after the acquisition of any personal property by any Credit Loan Party of Material Real Property as determined by the Borrower (other than Excluded Assetsacting reasonably and in good faith) (or such longer period as the Administrative Agent may agree in writing in its sole discretion) that is required to be provided as Collateral pursuant to the Collateral and Guarantee Requirement, which property would not already be automatically subject to another Lien pursuant to pre-existing Collateral Documents, cause such property to be subject to a perfected First Priority first-priority Lien and Mortgage in favor of the Collateral Agent for the benefit of the Secured PartiesParties and take, or cause the Initial Borrower shallrelevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except case to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien)required by, and in furtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise reasonably requested by any Agent; provided, comply with the requirements of the Collateral and Guarantee Requirement. Always ensuring that the pledge Obligations are secured by a first-priority security interest in all the Equity Interests of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Party, and (ii) all of the data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofBorrower.

Additional Collateral; Additional Guarantors. Upon (xa) Subject to this Section 5.11, with respect to any property owned or acquired after the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the formation or acquisition Closing Date by any Credit Loan Party or that is intended to be subject to the Lien created by any of its Restricted Subsidiaries of the Security Documents but is not so subject, promptly (and in any new direct or indirect Subsidiary (in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing to be an Excluded Subsidiary, or (y) event within 30 days after the acquisition of any personal property by any Credit Party thereof) (other than Excluded Assetsi) not already subject execute and deliver to a perfected First Priority Lien in favor of the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Permitted Collateral Liens, (ii) take all actions necessary to cause such Lien to be duly perfected to the Initial Borrower shallextent required by such Security Document in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent and (iii) with respect to any property constituting Material Foreign Intellectual Property owned by any Foreign Subsidiary, use commercially reasonable efforts to transfer such Material Foreign Intellectual Property to a Loan Party; provided that no Foreign Subsidiary shall be required to take the actions specified in clauses (i), (ii) or (iii) of this Section 5.11(a) if doing so would or could reasonably be expected to (A) result in a material increase in the amounts included in the gross income of a United States shareholder of such Foreign Subsidiary pursuant to Section 951 (or a successor provision) of the Code, (B) result in a material amount of transfer Taxes or a material non-U.S. Tax liability of such Foreign Subsidiary that would not be incurred absent such transfer or (C) materially increase the future Taxes of Holdings and its Subsidiaries (taking into account any offsetting Tax savings or other benefits), in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or such longer period case as reasonably determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, Holdings. Holdings shall otherwise take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements deliver to the Collateral Documents and any other documents, instruments, agreements, and certificates Agent such documents as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent or the Collateral Agent shall require to confirm the validity, perfection and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge priority of the Capital Stock Lien of the Security Documents on such after-acquired properties. Notwithstanding the foregoing, any Domestic Holding Company or Foreign Subsidiary required filings with the United States Patent and Trademark Office and United States Copyright Office shall be limited to 65% made within 60 days after the acquisition of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Party, and (ii) all of the data related property is required to be set forth in Schedules 4.01 and 4.02 with respect reported pursuant to all Subsidiaries of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofSection 5.01(d).

Additional Collateral; Additional Guarantors. Upon At its sole expense, take all action necessary or reasonably requested by the Collateral Agent to ensure that (xa) within thirty (30) days, or such longer period as the re-designation of any Unrestricted Subsidiary as a Restricted SubsidiaryCollateral Agent may agree in writing, after the formation or acquisition by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect wholly-owned Subsidiary (in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing to be an Excluded Subsidiary, or (y) the acquisition of any personal property by any Credit Party Obligor: (other than Excluded Assetsi) not already cause such wholly-owned Subsidiary to duly execute and deliver to the Collateral Agent, a joinder to this Agreement in the form attached hereto as Exhibit E to become a Guarantor, and (iii) take and cause such Subsidiary to take whatever action as may be reasonably necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent valid and perfected Liens with respect to the assets of such Subsidiary that would have been subject to such a perfected First Priority Lien in favor of under this Agreement or the Security Documents on the Closing Date had such Subsidiary been an Obligor on the Closing Date, and (b) with respect to any property constituting the Collateral Agent acquired after the Closing Date by any Obligor as to which the Collateral Agent, for the benefit of the Secured PartiesNote Purchasers, the Initial Borrower shalldoes not have a perfected Lien, promptly (but in each case, at the Borrowers’ expense, promptly, any event within thirty (30) Business Days, Days (or such longer period as determined the Collateral Agent may agree in writing by Administrative Agent in its sole discretion from time to time, writing) after such formation, acquisition, cessation or re-designation, cause : (i) such Subsidiary, execute and cause each direct and indirect parent of such Subsidiary (if it has not already done so) deliver to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or such documents (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets including financing statements, any control agreement or this Agreement account pledge agreement or the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, take all such actions and execute and deliver, any joinders or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders Security Documents) as the Collateral Agent deems necessary or advisable to any intercreditor agreements, any amendments, joinders and/or supplements grant to the Collateral Documents and any other documentsAgent, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to for the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge ratable benefit of the Capital Stock Note Purchasers, a perfected security interest and Lien in such property on a first priority basis (other than any Permitted Liens arising by operation of any Domestic Holding Company law or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Partyotherwise expressly permitted under this Agreement), and (ii) take all actions as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the ratable benefit of the data Note Purchasers, a perfected security interest and Lien in such property on a first priority basis (other than any Permitted Liens arising by operation of law or otherwise expressly permitted under this Agreement). Notwithstanding the foregoing, no action shall be required under this Section 6.12 (x) in respect of any Person that is not required to be become a Guarantor Subsidiary pursuant to the proviso set forth in Schedules 4.01 and 4.02 with respect the definition thereof or (y) to all Subsidiaries of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofextent expressly excluded from being required under the proviso in Section 4.2.

Additional Collateral; Additional Guarantors. Upon (xa) Subject to this Section 5.11, with respect to any Property acquired after the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the formation or acquisition Closing Date by any Credit Loan Party or that is intended to be subject to the Lien created by any of its Restricted Subsidiaries of any new direct or indirect Subsidiary the Security Documents but is not so subject (in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing to be an Excluded Subsidiary, or (y) the acquisition of any personal property by any Credit Party (other than Excluded Assets) not already subject to a perfected First Priority Lien in favor of Collateral Agent for the benefit of the Secured Parties, the Initial Borrower shallbut, in each caseany event, at the Borrowers’ expense, promptly, excluding any Excluded Property) promptly (and in any event within thirty (30) Business Days, or such longer period Days after the acquisition thereof as determined may be extended with the consent of the Required Lenders in writing by Administrative Agent in its their sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause discretion) (i) execute and deliver to the Administrative Agent, the Lenders and the Collateral Agent such Subsidiary, and cause each direct and indirect parent of amendments or supplements to the relevant Security Documents or such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under other documents as the Pledge and Security Agreement by executing and delivering to Administrative Agent and or the Collateral Agent (in each case, acting at the direction of the Required Lenders) or the Required Lenders shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Counterpart Agreement and/or Lien on such Property subject to no Liens other than Permitted Liens and (ii) take all actions necessary to cause such personal property not subject to a perfected First Priority Lien to become subject be duly perfected to a First Priority Lien the extent required by such Security Documents in favor accordance with all applicable Legal Requirements, including the filing of financing statements (including fixture filings and transmitting utility filings, as applicable) in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent (except in each case, acting at the direction of the Required Lenders) or the Required Lenders. Borrower and the other Loan Parties shall (subject to the extent constituting Excluded Assets or this Agreement or limitations set forth in the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, Documents) otherwise take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements deliver to the Collateral Documents Agent and any other documents, instruments, agreements, and certificates the Lenders such documents as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Required Lenders or the Administrative Agent and subject to such additional time periods as Administrative or the Collateral Agent may consent to) or as otherwise shall reasonably requested by any Agent; providedrequire (in each case, that acting at the pledge direction of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited Required Lenders) to 65% confirm the validity, perfection and priority of the voting Capital Stock and 100% Lien of the nonSecurity Documents against such after-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Party, and (ii) all of the data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofacquired properties.

Additional Collateral; Additional Guarantors. Upon (xa) Subject to the re-designation terms of the Intercreditor Agreement and this Section 5.11, with respect to (1) any Unrestricted property acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Documents but is not so subject, including in connection with any step of the Permitted Reorganization, any Permitted Reorganization Action, any Permitted Aleris Foreign Subsidiary as Transfer, and any Person becoming a Restricted Specified Aleris Subsidiary, and (2) any property that was Excluded Property but, as of the formation end of the most recently ended fiscal quarter or acquisition by in connection with any Credit Party step of the Permitted Reorganization, any Permitted Reorganization Action, any Permitted Aleris Foreign Subsidiary Transfer, or any of its Restricted Subsidiaries of any new direct or indirect Subsidiary (in each casePerson becoming a Specified Aleris Subsidiary, other than an Excluded Subsidiary) or upon any Subsidiary ceasing has ceased to be an Excluded SubsidiaryProperty, or promptly (yand in any event (w) in the acquisition case of any personal property by any Credit Party (other than Excluded Assets) not already subject to a perfected First Priority Lien in favor of Collateral Agent for the benefit of the Secured Parties, the Initial Borrower shall, in each case, at the Borrowers’ expense, promptlynewly acquired property, within thirty (30) Business Daysdays after the acquisition thereof, (x) in the case of property that was Excluded Property as a result of the U.S. Hold Separate Order or any U.S. Hold Separate Agreement, within thirty (30) days after the date such property ceases to be Excluded Property, (y) in the case of any other property that was Excluded Property, within thirty (30) days after the end of fiscal quarter in which such property ceases to be Excluded Property; provided that, in the case of clauses (w) through (y), the Administrative Agent may agree to an extension thereof, or such longer period as determined (z) immediately in writing by Administrative Agent in its sole discretion from time to timeconnection with the applicable step(s) of the Permitted Reorganization, after such formationthe applicable Permitted Reorganization Action, acquisitionthe applicable Permitted Aleris Foreign Subsidiary Transfer, cessation or re-designation, cause any Person becoming a Specified Aleris Subsidiary) (i) such Subsidiary, execute and cause each direct and indirect parent of such Subsidiary (if it has not already done so) deliver to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and the Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject amendments or supplements to a perfected First Priority Lien the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to become subject grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a First Priority Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that on such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any no Liens other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Partythan Permitted Liens, and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including the filing of financing statements (or other applicable filings) in such jurisdictions as may be reasonably requested by the Administrative Agent; provided that the actions required by clauses (i) and (ii) above need not be taken if the costs of doing so are excessive in relation to the benefits afforded thereby, as determined by the Administrative Agent in its reasonable discretion. The Designated Company shall otherwise take such actions and execute and/or deliver to the Administrative Agent and the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries Lien of the Credit Parties; provided, Security Documents against such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofafter-acquired properties.

Additional Collateral; Additional Guarantors. Upon (xa) Subject to this Section 5.11, with respect to any property owned or acquired after the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the formation or acquisition Closing Date by any Credit Loan Party or that is intended to be subject to the Lien created by any of its Restricted Subsidiaries of the Security Documents but is not so subject, promptly (and in any new direct or indirect Subsidiary (in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing to be an Excluded Subsidiary, or (y) event within 30 days after the acquisition of any personal property by any Credit Party thereof) (other than Excluded Assetsi) not already subject execute and deliver to a perfected First Priority Lien in favor of the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Permitted Collateral Liens, (ii) take all actions necessary to cause such Lien to be duly perfected to the Initial Borrower shallextent required by such Security Document in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent and (iii) with respect to any property constituting Material Foreign Intellectual Property owned by any Foreign Subsidiary, use commercially reasonable efforts to transfer such Material Foreign Intellectual Property to a Loan Party; provided that no Foreign Subsidiary shall be required to take the actions specified in clause (iii) of this Section 5.11(a) if doing so would or could reasonably be expected to (A) result in a material increase in the amounts included in the gross income of a United States shareholder of such Foreign Subsidiary pursuant to Section 951 (or a successor provision) of the Code, (B) result in a material amount of transfer Taxes or a material non-U.S. Tax liability of such Foreign Subsidiary that would not be incurred absent such transfer or (C) materially increase the future Taxes of Holdings and its Subsidiaries (taking into account any offsetting Tax savings or other benefits), in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or such longer period case as reasonably determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, Holdings. Holdings shall otherwise take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements deliver to the Collateral Documents and any other documents, instruments, agreements, and certificates Agent such documents as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent or the Collateral Agent shall require to confirm the validity, perfection and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge priority of the Capital Stock Lien of the Security Documents on such after-acquired properties. Notwithstanding the foregoing, any Domestic Holding Company or Foreign Subsidiary required filings with the United States Patent and Trademark Office and United States Copyright Office shall be limited to 65% made within 60 days after the acquisition of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Party, and (ii) all of the data related property is required to be set forth in Schedules 4.01 and 4.02 with respect reported pursuant to all Subsidiaries of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofSection 5.01(d).

Additional Collateral; Additional Guarantors. Upon (xa) Subject to this Section 5.10, with respect to any material property acquired after the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the formation or acquisition by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect Subsidiary Closing Date (in each case, other than an Excluded SubsidiaryAsset) or upon by any Subsidiary ceasing Loan Party that is intended to be an Excluded Subsidiarysubject to the Lien created by any of the Security Documents but is not so subject, or promptly (y) and in any event within 90 days after the acquisition of any personal property thereof (as such date may be extended by any Credit Party the Administrative Agent in its sole discretion)) (other than Excluded Assetsi) not already subject execute and deliver to a perfected First Priority Lien in favor of the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent reasonably shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Permitted Liens (it being understood that any Permitted Liens under Section 6.02(u) shall be subject to the Initial Intercreditor Agreement), (ii) to the extent reasonably requested by the Administrative Agent, deliver opinions of counsel to Borrower shallin form and substance substantially consistent with the opinions of counsel delivered pursuant to Section 4.01(g), and (iii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Documents in accordance with all applicable Legal Requirements, including the filing of financing statements in such jurisdictions, in each case, at case as may be reasonably requested by the Borrowers’ expense, promptly, within thirty (30) Business Days, or such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets or this Agreement or the Pledge Collateral Agent. Borrower and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, other Loan Parties shall otherwise take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only against such after-acquired properties to the extent reasonably required by Administrative such Security Documents. Notwithstanding anything in this Agreement to the contrary, other than executing the Security Agreement and filing UCC financing statements and amendments, no Loan Party shall be required to deliver an Additional Local Law Security Document to grant the Collateral Agent and subject to a Lien on the Equity Interests in such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, Loan Party’s Immaterial Subsidiaries that the pledge are organized outside of the Capital Stock United States of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Party, and (ii) all of the data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofAmerica.

Additional Collateral; Additional Guarantors. Upon Promptly, and in any event within 30 days (or such longer period as the Administrative Agent may agree in its discretion) of (x) the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the formation or acquisition by any Credit Party or any of its Restricted Subsidiaries the Borrower of any new direct wholly-owned first tier domestic Subsidiary that is a holding company for investments, assets, operations or indirect Subsidiary (in each casebusiness lines, other than an Excluded Subsidiary) or upon any Subsidiary ceasing to be an Excluded Subsidiary, or (y) a domestic Subsidiary that is not a Guarantor guaranteeing the acquisition payment of any personal property by Indebtedness in excess of $15,000,000 of a Loan Party pursuant to Section 6.19 or (z) any Credit Party domestic Subsidiary (other than Excluded AssetsFortegra and its Subsidiaries) not already subject to a perfected First Priority Lien that acquires an ownership interest in favor of Collateral Agent for Invesque Capital Stock, after the benefit of the Secured PartiesClosing Date, the Initial Borrower shallother than, in each case, a CFC Holdco, the Borrower shall at the Borrowers’ expense, promptly, within thirty (30) Business Days, or such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause Borrower’s expense (i) such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder by executing and delivering to the Administrative Agent a Grantor under joinder to the Guaranty in accordance with the terms thereof, (ii) cause each such Subsidiary to become a party to the Pledge and Security Agreement by executing and delivering to the Collateral Agent a joinder to the Pledge and Security Agreement in accordance with the terms thereof, (iii) cause each such Subsidiary to execute and deliver to the Collateral Agent certificates and instruments of the type described in Section 3.1(b), 3.1(g)(ii), and if requested by the Collateral Agent, opinions of counsels, (iv) take such actions and deliver (and cause such Subsidiary and the other Loan Parties to take such actions and deliver) to the Administrative Agent and the Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject all certificates, agreements, documents and instruments, including Uniform Commercial Code financing statements, required by the Collateral Documents, applicable law, rule or regulation or reasonably requested by the Administrative Agent or the Collateral Agent to a perfected First Priority Lien cause the Collateral Agent to become subject to have a First Priority Lien in favor the assets and the Equity Interests of Collateral such Subsidiary and (v) with respect to each Material Real Estate Asset owned by such Guarantor, within 60 days (or such longer period as the Administrative Agent (except to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that may agree in its discretion) of such property be subject to Subsidiary becoming a perfected First Priority Lien)Guarantor, and in furtherance of the foregoing, take all such actions and execute and deliver, deliver or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to delivered the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Party, and (ii) all of the data required to be documents set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereof5.15.

Additional Collateral; Additional Guarantors. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent or the Collateral Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including: (a) Upon (x) the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the formation or acquisition by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect wholly-owned Domestic Subsidiary (in each case, other than an Excluded Subsidiary) by the Borrower, (y) the designation in accordance with Section 6.14 of any existing direct or indirect wholly-owned Domestic Subsidiary as a Restricted Subsidiary (in each case, other than an Excluded Subsidiary) or upon (z) any wholly-owned Domestic Subsidiary that is an Excluded Subsidiary ceasing to be an Excluded Subsidiary: (i) as soon as practicable, but in any event within 60 days after such formation, acquisition, designation or other event, or such longer period as the Administrative Agent may agree in writing in its discretion: (yA) causing each such Domestic Subsidiary to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) (I) joinders to this Agreement as Guarantors, Security Agreement Supplements, Intellectual Property Security Agreements, a counterpart of the Global Intercompany Note and other security agreements and documents (including, with respect to such Mortgages, the documents listed in Section 6.13(d)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement and (II) joinders to the First Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement and any other applicable subordination or intercreditor agreement required under this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent; (B) causing each such Domestic Subsidiary (and the parent of each such Domestic Subsidiary that is a Loan Party) to deliver to the Collateral Agent any and all certificates representing Equity Interests (to the extent certificated) and intercompany notes (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank; (C) taking and causing each such Restricted Subsidiary and each direct or indirect parent of such Restricted Subsidiary that constitutes a Loan Party to take whatever action as may be necessary to otherwise comply with the requirements of the Collateral and Guarantee Requirement; (ii) as promptly as practicable after the request therefor by the Administrative Agent or Collateral Agent, delivering to the Collateral Agent with respect to each Mortgaged Property, any existing surveys, title reports, abstracts or environmental assessment reports, to the extent available and in the possession or control of the Borrower; provided, however, that there shall be no obligation to deliver to the Collateral Agent any existing environmental assessment report whose disclosure to the Collateral Agent would require the consent of a Person other than the Borrower or its Subsidiaries, where, despite the commercially reasonable efforts of the Borrower to obtain such consent, such consent cannot be obtained; and (iii) if reasonably requested by the Administrative Agent or the Collateral Agent, as soon as available but in any event within 60 days after such request (or such longer period as the 136 Administrative Agent may agree in writing in its discretion), delivering to the Collateral Agent any other items necessary from time to time to satisfy the Collateral and Guarantee Requirement with respect to the validity, perfection, existence and priority of security interests with respect to property of any Guarantor acquired after the Closing Date and subject to the Collateral and Guarantee Requirement, but not specifically covered by the preceding clauses (i) or (ii) or clause (b) below. (b) As soon as is practicable, but in any event not later than 120 days after the acquisition of any personal property by any Credit Loan Party of Material Real Property that is required to be provided as Collateral pursuant to the Collateral and Guarantee Requirement (other than Excluded Assets) or such longer period as the Administrative Agent may agree in writing in its discretion), which Material Real Property would not already be automatically subject to another Lien pursuant to pre-existing Collateral Documents, causing such property to be subject to a perfected First Priority Lien and Mortgage in favor of the Collateral Agent for the benefit of the Secured PartiesParties and taking, or causing the Initial Borrower shallrelevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except case to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien)required by, and in furtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent tothe limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement. (c) or as otherwise reasonably requested by any Agent; provided, Always ensuring (x) that the pledge Obligations and the Guaranty are secured by a first-priority security interest in all of the Capital Stock Equity Interests of the Borrower and all Equity Interests directly held by the Borrower or any Domestic Holding Company or Subsidiary Guarantor in any Restricted Subsidiary, subject to the limitations and exceptions of the Collateral and Guarantee Requirement and (y) that no Foreign Subsidiary shall be limited to 65% or Domestic Subsidiary that is a disregarded entity for U.S. Federal income tax purposes and substantially all of the voting Capital Stock and 100% assets of the which consist of Equity Interests or Indebtedness of one or more Foreign Subsidiaries issues any non-voting Capital Stock in each such Domestic Holding Company or Foreign SubsidiaryEquity Interests after the Closing Date. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Party, and (ii) all of the data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofSection 6.12.

Additional Collateral; Additional Guarantors. Upon (xa) Subject to this Section 6.11 and Section 6.13(b), with respect to any property acquired after the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the formation or acquisition Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Collateral Documents but is not so subject, promptly (and in any event within sixty (60) days after the acquisition thereof or such longer period as may be agreed by the Administrative Agent) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Collateral Documents or such other documents as the Administrative Agent or the Collateral Agent shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Liens permitted hereunder, and (ii) take all commercially reasonable actions necessary to cause such Lien to be duly perfected to the extent required by such Collateral Document in accordance with all applicable Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent. The Borrowers shall otherwise take such commercially reasonable actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Collateral Documents on such after-acquired properties. Without limiting the foregoing, if after the 2020 Credit Agreement Closing Date any Loan Party shall or shall be required to take any action following the 2020 Credit Agreement Closing Date to grant, perfect or otherwise establish a lien on and/or security interest in any of its Restricted Subsidiaries of any new direct assets or indirect Subsidiary (in each caseproperties to secure obligations under the 2020 Credit Agreement, other than an Excluded Subsidiary) or upon any Subsidiary ceasing to be an Excluded Subsidiarythen, or (y) the acquisition of any personal property by any Credit Party (other than Excluded Assets) not already subject to the terms of the Intercreditor Agreement, a lien and/or security interest shall, substantially concurrently therewith, be granted, perfected First Priority Lien in favor of Collateral Agent or otherwise established to secure the Obligations for the benefit of the Secured Parties, the Initial Borrower shall, in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary which action shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company required hereunder, whether or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Party, and (ii) all of the data required to be not set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofherein.

Additional Collateral; Additional Guarantors. Upon (xa) Subject to the re-designation terms of the Security Documents and Section 3.18, Section 4.01(l) and Section 5.15, with respect to any Unrestricted Subsidiary as a Restricted Subsidiary, personal property acquired after the formation or acquisition Closing Date by any Credit Party or that constitutes “Collateral” under any of its Restricted Subsidiaries of any new direct the Security Documents or indirect Subsidiary (in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing is intended to be an Excluded Subsidiary, or (y) subject to the acquisition of any personal property Liens created by any Credit Party (other than Excluded Assets) Security Document but is not already so subject to a perfected First Priority Lien thereunder, but in favor of Collateral Agent for any event subject to the benefit of the Secured Partiesterms, the Initial Borrower shall, in each case, at the Borrowers’ expense, promptlyconditions and limitations thereunder, within thirty (30) Business Days60 days after the acquisition thereof, or such longer period as determined in writing by the Administrative Agent may approve in each case in its sole discretion from time to timediscretion, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, execute and cause each direct and indirect parent of such Subsidiary (if it has not already done so) deliver to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and the Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets amendments or this Agreement or the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the relevant Security Documents or such other New York law governed documents as the Administrative Agent or the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar Agent shall reasonably deem necessary to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only grant to the extent reasonably required by Administrative Agent Collateral Agent, for its benefit and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that for the pledge benefit of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock other Secured Parties, a Lien under applicable U.S. state and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionallyfederal law (or, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth solely with respect to any Excluded Subsidiary that the Borrower elects, in its sole discretion, to join as a Guarantor hereunder, the applicable laws of the jurisdiction of organization of such Person (iExcluded Subsidiary) the date on which such Person became a Subsidiary of a Credit PartyCollateral subject to no Liens other than Permitted Liens, and (ii) take all of the data required actions reasonably necessary to cause such Lien to be set forth duly perfected to the extent required by such Security Document in Schedules 4.01 accordance with all applicable U.S. state and 4.02 federal law (or, solely with respect to all Subsidiaries any Excluded Subsidiary that the Borrower elects, in its sole discretion, to join as a Guarantor hereunder, the applicable laws of the jurisdiction of organization of such Excluded Subsidiary), including, in the case of Domestic Subsidiaries that are Guarantors, the filing of financing statements and intellectual property security agreements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent. The Borrower and the other Credit Parties; providedParties shall otherwise take such actions and execute and/or deliver to the Collateral Agent (or its non-fiduciary agent or designee pursuant to any Intercreditor Agreement) such New York law (or, solely with respect to any Excluded Subsidiary that the Borrower elects, in its sole discretion, to join as a Guarantor hereunder, the applicable laws of the jurisdiction of organization of such written notice Excluded Subsidiary) governed documents as the Administrative Agent or the Collateral Agent shall be deemed reasonably require to supplement Schedule 4.01 confirm the validity, perfection and 4.02 for all purposes hereofpriority of the Lien of the Security Documents on such after-acquired Collateral.

Additional Collateral; Additional Guarantors. Upon (xa) the re-designation of Subject to Section 5.17, with respect to any Unrestricted Subsidiary as a Restricted Subsidiary, the formation or acquisition by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect Subsidiary (in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing to be an Excluded Subsidiary, or (y) the acquisition of any personal property by any Credit Party (other than Excluded Assetsowned Real Property, which is covered in Section 5.10(c) not already below) acquired after the Closing Date by any Loan Party that is intended to be subject to a perfected First Priority the Lien created by any of the Security Documents (but excluding, for the avoidance of doubt, any assets that are Excluded Collateral) but is not so subject, promptly (and in favor of any event within 30 days (or such longer period as may be agreed to by the Lender Representative) after the acquisition thereof) (i) execute and deliver to the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Lender Representative shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, the Initial Borrower shall, in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to any Permitted Revolving Credit Facility Intercreditor Agreement, a perfected First Priority first-priority Lien to become on such property subject to a First Priority Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit PartyPermitted Liens, and (ii) take all of the data required actions necessary to cause such Lien to be set forth duly perfected to the extent required by such Security Document in Schedules 4.01 and 4.02 accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral Agent or the Lender Representative. Notwithstanding anything to the contrary contained in this Agreement, other than with respect to all Subsidiaries any Foreign Subsidiary (other than the Xxxxxxx German Subsidiaries) that the Borrower has elected, in its sole discretion, to cause to become a Guarantor, in no event shall any Company be required to take any action in any non-U.S. jurisdiction or under any laws of any non-U.S. jurisdiction to create any security interests (including the execution of any pledge agreements or security agreements governed under the laws of any non-U.S. jurisdiction) in assets located or titled outside of the Credit Parties; provided, United States or to perfect or make enforceable any security interests in any such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofassets.

Additional Collateral; Additional Guarantors. At the Borrower’s expense, subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including: (a) Upon (x) the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the formation (including, for the avoidance of doubt, pursuant to a division or a plan of division) or acquisition by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect wholly owned Material Domestic Subsidiary (in each case, other than an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.14 of any existing direct or indirect wholly owned Material Domestic Subsidiary as a Restricted Subsidiary (in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing to be an Excluded Subsidiary, or becoming a wholly owned Material Domestic Subsidiary (y) the acquisition of any personal property by any Credit Party (other than Excluded Assets) not already subject to a perfected First Priority Lien in favor of Collateral Agent for the benefit of the Secured Parties, the Initial Borrower shall, in each case, at the Borrowers’ expenseother than an Excluded Subsidiary): (i) within 60 days after such formation, promptly, within thirty (30) Business Daysacquisition or designation, or such longer period as determined the Administrative Agent may agree in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause discretion: (iA) such Subsidiary, and cause each direct and indirect parent of such Material Domestic Subsidiary (if it has not already done so) that is required to become a Guarantor hereunder pursuant to the Collateral and a Grantor under Guarantee Requirement to duly execute and deliver to the Pledge and Administrative Agent (or, in the case of the Intercompany Note prior to the Discharge of Fixed Asset Obligations, the Fixed Asset Administrative Agent), other than with respect to any Excluded Assets, joinders to this Agreement as Guarantors, Security Agreement Supplements, Intellectual Property Security Agreements, a counterpart of the Intercompany Note and other security agreements and documents as reasonably requested by executing and delivering in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral Agent a Counterpart Agreement and/or and Guarantee Requirement; (iiB) cause each such personal property not subject to a perfected First Priority Lien Material Domestic Subsidiary that is required to become subject a Guarantor pursuant to the Collateral and Guarantee Requirement (and the parent of each such Domestic Subsidiary that is a First Priority Lien in favor of Collateral Agent Guarantor) to deliver any and all certificates representing Equity Interests (except to the extent constituting Excluded Assets or this Agreement or the Pledge certificated) and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Party, and (ii) all of the data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereof.-124-

Additional Collateral; Additional Guarantors. Upon (xa) the re-designation of Subject to Section 5.17, with respect to any Unrestricted Subsidiary as a Restricted Subsidiary, the formation or acquisition by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect Subsidiary (in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing to be an Excluded Subsidiary, or (y) the acquisition of any personal property by any Credit Party (other than Excluded Assetsowned Real Property, which is covered in Section 5.10(c) not already below) acquired after the Closing Date by any Loan Party that is intended to be subject to a perfected First Priority the Lien created by any of the Security Documents (but excluding, for the avoidance of doubt, any assets that are Excluded Collateral) but is not so subject, promptly (and in favor any event within 3060 days (or such longer period as may be agreed to by the Lender RepresentativeCollateral Agent (acting at the direction of the Required Lenders)) after the acquisition thereof) (i) execute and deliver to the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Lender RepresentativeCollateral Agent (acting at the direction of the Required Lenders) shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, the Initial Borrower shall, in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to any Permitted Revolving Credit Facility Intercreditor Agreement, a perfected First Priority first-priority Lien to become on such property subject to a First Priority Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit PartyPermitted Liens, and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral Agent or the Lender Representative(acting at the direction of the data required Required Lenders). Notwithstanding anything to be set forth the contrary contained in Schedules 4.01 and 4.02 this Agreement, (x) other than with respect to all Subsidiaries any Foreign Subsidiary (other than the Xxxxxxx German Subsidiaries) that the Borrower has elected, in its sole discretion, to cause to become a Guarantor, in no event shall any Company be required to take any action in any non-U.S. jurisdiction or under any laws of any non-U.S. jurisdiction to create any security interests (including the execution of any pledge agreements or security agreements governed under the laws of any non-U.S. jurisdiction) in assets located or titled outside of the Credit Parties; provided, United States or to perfect or make enforceable any security interests in any such written notice assets. and (y) no perfection through control agreements or perfection by “control” shall be deemed required with respect to supplement Schedule 4.01 any assets (other than delivering certificated securities and 4.02 for all purposes hereofinstruments (other than Excluded Collateral), in which a security interest can be perfected by physical control, in each case to the extent expressly required hereunder or under the Security Agreement) under the Loan Documents.

Additional Collateral; Additional Guarantors. Upon With respect to any new Subsidiary (xother than any Specified Excluded Subsidiary so long as it qualifies or, subject to the proviso of the definition of “De Minimis Subsidiary”, at the option of the Borrower, any De Minimis Subsidiary) created or acquired by the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the formation or acquisition by any Credit Party Borrower or any of its Restricted Subsidiaries (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary or De Minimis Subsidiaries ceases to qualify as such, it being understood that until such time, such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly : (a) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, or the Borrower, as the case may be, a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in (i) the Equity Interests of such new Subsidiary and all other property of the type that would constitute Collateral of such new Subsidiary (including Intercompany Obligations) that are held by Holdings, the Borrower or any of its Subsidiaries, (a) limited in the case of the Equity Interests of any Foreign Subsidiary or Foreign Holding Company, to 66% of the total outstanding Equity Interests of such Foreign Subsidiary or Foreign Holding Company and (b) excluding any Equity Interests of such Subsidiary in excess of the maximum amount of such Equity Interests that could be included in the Collateral without creating, in connection with the pledge thereof under any class of debt securities that is secured on a pari passu basis with the Obligations, a requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act for separate financial statements of such Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new direct Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the certificates, if any, representing such Equity Interests (constituting securities within the meaning of Section 8-102(a)(15) of the New York UCC), and any intercompany notes or indirect other instruments evidencing Intercompany Obligations and all other rights and interests constituting Collateral, together with, as applicable, undated powers, instruments of transfer and endorsements, in blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, and (c) cause such new Subsidiary (in each case, other than i) to deliver an Excluded SubsidiaryAssumption Agreement with respect to the Guarantee and Collateral Agreement and (ii) to take such actions necessary or upon any Subsidiary ceasing advisable to be an Excluded Subsidiary, or (y) grant to the acquisition of any personal property by any Credit Party (other than Excluded Assets) not already subject to a perfected First Priority Lien in favor of Collateral Administrative Agent for the benefit of the Secured Parties, the Initial Borrower shall, in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to Lenders a perfected First Priority Lien to become first priority security interest, subject to a First Priority Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Party, and (ii) all of the data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereof.- 97-

Additional Collateral; Additional Guarantors. Upon (xa) Subject to this Section 6.11 and Section 6.14(b), with respect to any property acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Collateral Documents but is not so subject, the Parent shall promptly notify the Administrative Agent of such acquisition and within forty-five (45) days after the acquisition thereof (or, with respect to intellectual property, on a quarterly basis) (or such later date as the Administrative Agent may agree) the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, applicable Loan Party shall (i)execute and deliver to the formation or acquisition by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect Subsidiary (in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing to be an Excluded Subsidiary, or (y) Administrative Agent and the acquisition of any personal property by any Credit Party (other than Excluded Assets) not already subject to a perfected First Priority Lien in favor of Collateral Agent such amendments or supplements to the relevant Collateral Documents or such other documents as the Administrative Agent or the Collateral Agent shall reasonably request to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, the Initial Borrower shall, in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or a Lien on such longer period as determined in writing by Administrative Agent in its sole discretion from time property subject to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, no Liens other than Liens permitted hereunder; and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) take all actions reasonably necessary or advisable to cause such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except be duly perfected within the United States to the extent constituting Excluded Assets or this Agreement or required by such Collateral Document in accordance with all applicable Law, including the Pledge and Security Agreement does not require that filing of financing statements in such property jurisdictions within the United States as may be subject to a perfected First Priority Lien), and in furtherance of reasonably requested by the foregoing, Administrative Agent. The Borrowers shall otherwise take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Collateral Documents on such after acquired properties. For the avoidance of doubt, the forty-five (45) day deadline cited above shall not apply to Material Real Property. Rather, with respect to any Material Real Property acquired after the Closing Date, the relevant Loan Party shall not be required to execute and deliver the relevant Collateral Documents and any such other documents, instruments, agreements, and certificates documents as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 have been reasonably requested by the Administrative Agent or the Collateral Agent until (but only y) at least forty-five days prior written notice has been provided to the extent reasonably required by Administrative Agent and subject (z) the Parent has received confirmation from the Administrative Agent that flood insurance due diligence and flood insurance compliance as required by Section 6.07 hereto has been completed. Subject to Section 6.11(c), as soon as practicable thereafter, but in any event within sixty (60) days (or such additional time periods later date as the Administrative Agent may consent toagree) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock satisfaction of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth these requirements with respect to such Person (i) Material Real Property, the date on which relevant Loan Party shall execute and deliver to the Administrative Agent the relevant Collateral Documents and such Person became a Subsidiary of a Credit Party, and (ii) all of other documents as have been reasonably requested by the data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of Administrative Agent or the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofCollateral Agent.

Additional Collateral; Additional Guarantors. Upon (xa) the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the formation or acquisition by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect Subsidiary (in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing Subject to be an Excluded Subsidiary, or (y) the acquisition of any personal property by any Credit Party (other than Excluded Assets) not already subject to a perfected First Priority Lien in favor of Collateral Agent for the benefit of the Secured Parties, the Initial Borrower shall, in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, this Section 5.10 and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets Lender, in its sole discretion, otherwise determines, with respect to any assets acquired after the Closing Date by Borrower or this Agreement or the Pledge and Security Agreement does not require any other Loan Party that such property are intended to be subject to a perfected First Priority Lien)the Lien created by any of the Security Documents but that are not so subject, and in furtherance with respect to any assets held by Borrower or any other Loan Party on the Closing Date not made subject to a Lien created by any of the foregoingSecurity Documents but of a type intended to be subject to the Lien created by the applicable Security Documents, take all such actions promptly (and in any event within 30 days after the acquisition thereof or upon Lender's request): (i) execute and deliver, deliver to Lender such amendments or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the relevant Security Documents or such other documents (including, without limitation, a Mortgage or Collateral Documents Assignment of Lease) as Lender shall deem necessary or advisable to grant to Lender, for its benefit, a Lien on such properties or assets (including using its reasonable efforts to deliver a Landlord Lien Waiver and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth Access Agreement with respect to each Real Property located in the United States in which a Loan Party holds the tenant's interest thereunder and where the Loan Parties maintain Collateral having a value in excess of $1.0 million (other than with respect to the MacArthur Sublease) or which Real Property is operationally significant to such Person (i) the date on which such Person became a Subsidiary of a Credit Loan Party's business as reasonably determined by Lender), subject to no Liens other than Permitted Liens, and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including the filing of a Mortgage or Collateral Assignment of Lease and financing statements in such jurisdictions as may be reasonably requested by Lender. Borrower shall otherwise take such actions and execute and/or deliver to Lender such documents as Lender shall require to confirm the validity, perfection and priority of the data required Lien of Security Documents against such after-acquired properties or assets, and such assets held on the Closing Date not made subject to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries a Lien created by any of the Credit Parties; providedSecurity Documents. For purposes of this Section 5.10(a), such written notice shall be deemed Lender and Borrower agree that the Lien referred to supplement Schedule 4.01 and 4.02 for all purposes hereof.in this Section

Additional Collateral; Additional Guarantors. Upon (xa) Subject to this Section 5.11, with respect to any Property acquired after the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the formation or acquisition Closing Date by any Credit Loan Party or that is intended to be subject to the Lien created by any of its Restricted Subsidiaries the Security Documents but is not so subject (but, in any event, excluding (A) voting equity interests of (i) a CFC or (ii) a subsidiary that owns no material assets other than the stock of one or more CFCs, in each case in excess of 65% of all voting Equity Interests of such subsidiary; (B) any new equity interests of a direct or indirect Subsidiary subsidiary of a CFC; and (C) any Excluded Property, as defined in each casethe Security Agreement), other than an any such Excluded Subsidiary) or upon any Subsidiary ceasing Property constituting New Incremental Loan Collateral, which such Property shall be required to be an Excluded Subsidiarygranted as Collateral in the same manner as the Liens granted pursuant to the Eighth Amendment and other than as described in paragraph (8) of such definition), or promptly (yand in any event within twenty (20) Business Days after the acquisition thereof as may be extended with the consent of any personal property by any Credit Party the Administrative Agent in itsRequired Lenders in their sole discretion) (other than Excluded Assetsi) not already subject execute and deliver to a perfected First Priority Lien in favor of the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, the Initial Borrower shall, in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or a Lien on such longer period as determined in writing by Administrative Agent in its sole discretion from time Property subject to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, no Liens other than Permitted Liens and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) take all actions necessary to cause such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except be duly perfected to the extent constituting Excluded Assets or this Agreement required by such Security Documents in accordance with all applicable Legal Requirements, including the filing of financing statements (including fixture filings and transmitting utility filings, as applicable) in such jurisdictions as may be reasonably requested by the Administrative Agent or the Pledge Collateral Agent. Borrower and Security Agreement does not require that such property be the other Loan Parties shall (subject to a perfected First Priority Lien), and the limitations set forth in furtherance of the foregoing, Security Documents) otherwise take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements deliver to the Collateral Documents and any other documents, instruments, agreements, and certificates Agent such documents as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge priority of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% Lien of the voting Capital Stock and 100% of the nonSecurity Documents against such after-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Party, and (ii) all of the data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofacquired properties.

Additional Collateral; Additional Guarantors. Upon (xa)Subject to this Section 6.11 and Section 6.136.14(b), with respect to any property acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Collateral Documents but is not so subject, the Parent shall promptly notify the Administrative Agent of such acquisition and within forty-five (45) days after the acquisition thereof (or, with respect to intellectual property, on a quarterly basis) (or such later date as the Administrative Agent may agree) the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, applicable Loan Party shall (i)execute and deliver to the formation or acquisition by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect Subsidiary (in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing to be an Excluded Subsidiary, or (y) Administrative Agent and the acquisition of any personal property by any Credit Party (other than Excluded Assets) not already subject to a perfected First Priority Lien in favor of Collateral Agent such amendments or supplements to the relevant Collateral Documents or such other documents as the Administrative Agent or the Collateral Agent shall reasonably request to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, the Initial Borrower shall, in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or a Lien on such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to a perfected First Priority no Liens other than Liens permitted hereunder; and (ii)take all actions reasonably necessary or advisable to cause such Lien to become subject to a First Priority Lien in favor of Collateral Agent (except be duly perfected within the United States to the extent constituting Excluded Assets or this Agreement or required by such Collateral Document in accordance with all applicable Law, including the Pledge and Security Agreement does not require that filing of financing statements in such property jurisdictions within the United States as may be subject to a perfected First Priority Lien), and in furtherance of reasonably requested by the foregoing, Administrative Agent. The Borrowers shall otherwise take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Collateral Documents on such after acquired properties. For the avoidance of doubt, the forty-five (45) day deadline cited above shall not apply to Material Real Property. Rather, with respect to any Material Real Property acquired after the Closing Date, the relevant Loan Party shall not be required to execute and deliver the relevant Collateral Documents and any such other documents, instruments, agreements, and certificates documents as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 have been reasonably requested by the Administrative Agent or the Collateral Agent until (but only y) at least forty-five days prior written notice has been provided to the extent reasonably required by Administrative Agent and subject (z) the Parent has received confirmation from the Administrative Agent that flood insurance due diligence and flood insurance compliance as required by Section 6.07 hereto has been completed. Subject to Section 6.11(c), as soon as practicable thereafter, but in any event within sixty (60) days (or such additional time periods later date as the Administrative Agent may consent toagree) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock satisfaction of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth these requirements with respect to such Person (i) Material Real Property, the date on which relevant Loan Party shall execute and deliver to the Administrative Agent the relevant Collateral Documents and such Person became a Subsidiary of a Credit Party, and (ii) all of other documents as have been reasonably requested by the data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of Administrative Agent or the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofCollateral Agent.

Additional Collateral; Additional Guarantors. Upon (xa) Subject to any applicable limitations set forth in the re-designation of any Unrestricted Subsidiary as a Restricted SubsidiaryTerm Loan Security Instruments or the Intercreditor Agreement, the formation Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent or acquisition by any Credit Party or any its designee as security for the Indebtedness a second-priority Lien interest ( provided the Excepted Liens of its Restricted Subsidiaries the type described in clauses (a) to (d) and (f) of any new direct or indirect Subsidiary (in each casethe definition thereof may exist, other than an Excluded Subsidiarybut subject to the provisos at the end of such definition) or upon any Subsidiary ceasing to be an Excluded Subsidiary, or (y) the acquisition of any personal property by any Credit Party (other than Excluded Assets) on additional Oil and Gas Properties not already subject to a perfected First Lien of the Term Loan Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 95% of such total value, provided that other than in connection with the Effective Date and prior to the termination of the RBL Credit Agreement, the time period for execution of such documents shall be governed by the terms of the RBL Credit Agreement relating to the comparable documents securing the Priority Lien in favor Debt and shall include any extensions granted by the Priority Lien Agent thereunder. In addition, to the extent not already subject to the Term Loan Security Instruments, to the extent the Borrower or any Guarantor executes acceleration payment, purchase of Collateral Agent for the benefit assets, or if there is a reconveyance of the Secured Partiesany TPG JD Subject Assets, the Initial Borrower shallor such Guarantors will promptly execute Term Loan Security Instruments on such TPG JD Subject Assets. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Term Loan Security Instruments, all in each caseform and substance reasonably satisfactory to the Administrative Agent and the Majority Lenders and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, at if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). In addition to the Borrowers’ expenseforegoing, promptly, within thirty (30i) Business Days, not later than 30 days after the Closing Date (or such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (ithe Majority Lenders may agree) such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) thereafter, within 30 days after the acquisition of any Specified Permian Acreage by the Borrower or any of its Subsidiaries (or such personal property longer period as the Majority Lenders may agree), the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Obligations a first-priority Lien (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on (a) in the case of clause (i), the Permian Acreage not already subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except the Security Instruments such that after giving effect thereto, to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance knowledge of the foregoingBorrower and its Subsidiaries, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock Permian Acreage is Mortgaged Property and (b) in the case of clause (ii), the Specified Permian Acreage not already subject to a Lien of the Security Instruments such that after giving effect thereto, to the knowledge of the Borrower and its Subsidiaries, 100% of the Specified Permian Acreage so requested by the Administrative Agent or the Majority Lenders is Mortgaged Property. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Majority Lenders and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). Not later than 30 days after the end of each of fiscal quarter of each fiscal year of the Borrower, Borrower will furnish to the Administrative Agent a report and a certificate in form and substance and in detail reasonably satisfactory to the Majority Lenders certifying that (and attaching the most recent Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi) of the RBL Credit Agreement or any successor provision) and such Domestic Holding Company or Foreign Subsidiary. Additionallylisting and information as the Administrative Agent (at the written direction of Majority Lenders) may reasonably request to ascertain whether) the Mortgaged Properties represent at least 95% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production, provided that in the event that the Mortgaged Properties do not represent at least 95% of such total value, then, within 30 days after the date the report and certificate are furnished for such formation, acquisition, cessation or re-designationfiscal quarter end, the Borrower Representative shall, and shall promptly send cause its Subsidiaries to, grant to the Administrative Agent written notice setting forth with respect or its designee as security for the Indebtedness a second-priority Lien ( provided the Excepted Liens of the type described in clauses (a) to such Person (id) the date on which such Person became a Subsidiary of a Credit Party, and (iif) all of the data required definition thereof may exist, but subject to be set forth in Schedules 4.01 the provisos at the end of such definition) on additional Oil and 4.02 with respect Gas Properties not already subject to all Subsidiaries a Lien of the Credit Parties; providedSecurity Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 95% of such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereoftotal value.

Additional Collateral; Additional Guarantors. Upon At the Borrowers’ expense, subject to the limitations and exceptions of this Agreement, including, without limitation, the provisions of the Collateral and Guarantee Requirement, the Intercreditor Agreements and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including: (xa) the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, upon (v) the formation or acquisition by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect wholly-owned Material Domestic Subsidiary (in each case, other than an Excluded Subsidiary) by any Loan Party, (w) an election by the Borrower to designate a Restricted Subsidiary as a Guarantor pursuant to the definition of Guarantor, (x) the designation in accordance with Section 6.14 of any existing direct or indirect wholly-owned Material Domestic Subsidiary as a Restricted Subsidiary (in each case, other than an Excluded Subsidiary), (y) any Subsidiary becoming a wholly-owned Material Domestic Subsidiary (in each case, other than an Excluded Subsidiary) or upon (z) any Restricted Subsidiary ceasing to be an Excluded Subsidiary: (i) within 60 (or such greater number of days specified below) days after such formation, acquisition or (y) the acquisition of any personal property by any Credit Party (other than Excluded Assets) not already subject to a perfected First Priority Lien in favor of Collateral Agent for the benefit of the Secured Parties, the Initial Borrower shall, in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Daysdesignation, or such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent toagree in writing in its reasonable discretion: (A) or cause each such Subsidiary to duly execute and deliver to the Administrative Agent, other than with respect to any Excluded Assets, a Guarantor Joinder Agreement to this Agreement as otherwise Guarantors, completed Security Agreement Supplements, Intellectual Property Security Agreements, a counterpart of the Intercompany Note and other security agreements and documents as reasonably requested by any Agent; provided, that and in form and substance reasonably satisfactory to the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth (consistent with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit PartySecurity Agreement, Intellectual Property Security Agreements and (ii) all of the data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereof.-122

Additional Collateral; Additional Guarantors. Upon (xa) Subject to this Section 5.11 and except to the re-designation extent the Administrative Agent (after consultation with Borrower) determines that any of any Unrestricted Subsidiary as a Restricted Subsidiarythe following is not commercially reasonable (taking into account the expense of obtaining the same, the formation ability of Borrower or acquisition the relevant Subsidiary to obtain any necessary approvals or consents required to be obtained under applicable law in connection therewith, and the effectiveness and enforceability thereof under applicable law), with respect to any assets acquired after the Closing Date by Holdings, Parent, the LuxCos, Borrower or any other Loan Party that are intended to be subject to the Lien created by any Credit Party of the Security Documents but that are not so subject, and with respect to any assets held by Holdings, Parent, the LuxCos, and Borrower or any of its Restricted Subsidiaries of any new direct or indirect Subsidiary (in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing to be an Excluded Subsidiary, or (y) Loan Party on the acquisition of any personal property by any Credit Party (other than Excluded Assets) Closing Date not already made subject to a perfected First Priority Lien created by any of the Security Documents but of a type intended to be subject to the Lien created by the applicable Security Documents (but, in favor of Collateral any event, excluding any assets described in Section 5.11(b)), promptly (and in any event within 60 days after the acquisition thereof or upon the Administrative Agent’s request): (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties, the Initial Borrower shall, in each case, at the Borrowers’ expense, promptly, within thirty a Lien on such properties or assets (30) Business Days, or such longer period as determined in writing by Administrative Agent in including using its sole discretion from time best efforts to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, deliver a Landlord Lien Waiver and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Access Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) each Real Property located in the date on United States in which such Person became a Subsidiary Loan Party holds the tenant’s interest thereunder and where the Loan Parties maintain Collateral having a value in excess of a Credit Party$1.0 million), subject to no Liens other than Permitted Liens, and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. Borrower shall otherwise take such actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent shall require to confirm the validity, perfection and priority of the data required Lien of Security Documents against such after-acquired properties or assets, and such assets held on the Closing Date not made subject to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries a Lien created by any of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofSecurity Documents.

Additional Collateral; Additional Guarantors. Upon (xa) Subject to this Section 5.11 and except to the re-designation extent the Administrative Agent (after consultation with Borrower) determines that any of any Unrestricted Subsidiary as a Restricted Subsidiarythe following is not commercially reasonable (taking into account the expense of obtaining the same, the formation ability of Borrower or acquisition the relevant Subsidiary to obtain any necessary approvals or consents required to be obtained under applicable law in connection therewith, and the effectiveness and enforceability thereof under applicable law), with respect to any assets acquired after the Closing Date by Holdings, Parent, the LuxCos, Borrower or any other Loan Party that are intended to be subject to the Lien created by any Credit Party of the Security Documents but that are not so subject, and with respect to any assets held by Holdings, Parent, the LuxCos, and Borrower or any of its Restricted Subsidiaries of any new direct or indirect Subsidiary (in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing to be an Excluded Subsidiary, or (y) Loan Party on the acquisition of any personal property by any Credit Party (other than Excluded Assets) Closing Date not already made subject to a perfected First Priority Lien created by any of the Security Documents but of a type intended to be subject to the Lien created by the applicable Security Documents (but, in favor of Collateral any event, excluding any assets described in Section 5.11(b)), promptly (and in any event within 60 days after the acquisition thereof or upon the Administrative Agent's request): (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties, the Initial Borrower shall, in each case, at the Borrowers’ expense, promptly, within thirty a Lien on such properties or assets (30) Business Days, or such longer period as determined in writing by Administrative Agent in including using its sole discretion from time best efforts to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, deliver a Landlord Lien Waiver and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Access Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) each Real Property located in the date on United States in which such Person became a Subsidiary Loan Party holds the tenant's interest thereunder and where the Loan Parties maintain Collateral having a value in excess of a Credit Party$1.0 million), subject to no Liens other than Permitted Liens, and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. Borrower shall otherwise take such actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent shall require to confirm the validity, perfection and priority of the data required Lien of Security Documents against such after-acquired properties or assets, and such assets held on the Closing Date not made subject to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries a Lien created by any of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofSecurity Documents.

Additional Collateral; Additional Guarantors. Upon With respect to any new Subsidiary (xother than any Specified Excluded Subsidiary so long as it qualifies or, subject to the proviso of the definition of “De Minimis Subsidiary”, at the option of the Borrower, any De Minimis Subsidiary) created or acquired by the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the formation or acquisition by any Credit Party Borrower or any of its Restricted Subsidiaries of (which shall be deemed to have occurred in the event that any new direct Specified Excluded Subsidiary or indirect De Minimis Subsidiaries ceases to qualify as such, it being understood that until such time, such Subsidiaries will not be required to become Subsidiary Guarantors), promptly: (in each casea) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, other than an Excluded Subsidiary) or upon any Subsidiary ceasing to be an Excluded Subsidiary, or (y) the acquisition of any personal property by any Credit Party (other than Excluded Assets) not already subject to a perfected First Priority Lien in favor of Collateral Agent for the benefit of the Secured PartiesLenders, or the Initial Borrower shallBorrower, as the case may be, a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date Equity Interests of such new Subsidiary and all other property of the type that would constitute Collateral of such new Subsidiary (including Intercompany Obligations) that are held by Holdings, the Borrower or any of its Subsidiaries, (a) limited in the case of the Equity Interests of any Foreign Subsidiary or Foreign Holding Company, to 66% of the total outstanding Equity Interests of such Foreign Subsidiary or Foreign Holding Company and (b) excluding any Equity Interests of such Subsidiary in excess of the maximum amount of such Equity Interests that could be included in the Collateral without creating, in connection with the pledge thereof under any class of debt securities that is secured on which a pari passu basis with the Obligations, a requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act for separate financial statements of such Person became a Subsidiary of a Credit Partyto be included in filings by the Borrower with the SEC, and (ii) all of the data required to be set forth in Schedules 4.01 and 4.02 any Collateral with respect to all Subsidiaries of such new Subsidiary as described in the Credit Parties; providedGuarantee and Collateral Agreement, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereof.- 79-

Additional Collateral; Additional Guarantors. Upon (x) In the reevent that the Borrower or any Domestic Subsidiary acquires or forms a Domestic Wholly-designation of any Unrestricted Subsidiary as a Restricted Owned Subsidiary, the formation Borrower or acquisition by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect such Subsidiary (in each case, other than an Excluded Subsidiary) or upon any shall promptly cause such Subsidiary ceasing to be an Excluded Subsidiary, or (y) the acquisition of any personal property by any Credit Party (other than Excluded Assets) not already subject to a perfected First Priority Lien in favor of Collateral Agent for the benefit of guarantee the Secured PartiesObligations pursuant to the Guaranty and Collateral Agreement. In connection with any guaranty, the Initial Borrower shall, in each caseor shall cause such Subsidiary to, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) execute and deliver a supplement to the Guaranty and Collateral Agreement executed by such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) cause the owner of the Equity Interests in such personal property not subject Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. In the event that the Borrower or any Domestic Subsidiary becomes the owner of a perfected First Priority Lien to become subject to Foreign Subsidiary which has total assets in excess of $5,000,000, then the Borrower shall, or shall cause such Domestic Subsidiary to, promptly execute and deliver a First Priority Lien in favor of Collateral Agent (except supplement to the extent constituting Excluded Assets or this Guaranty Agreement or to pledge 65% of all the Pledge and Security Agreement does not require that Equity Interests of such property be subject to a perfected First Priority Lien)Foreign Subsidiary (including, and without limitation, if appropriate, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in furtherance of blank by the foregoing, take all such actions registered owner thereof) and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any deliver such other additional closing documents, instruments, agreements, certificates and certificates legal opinions as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent shall reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably be requested by any the Administrative Agent; provided, that the pledge . If no Default or Event of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designationDefault then exists, the Borrower Representative shall promptly send may request that the Lien on any Mortgaged Property (the "Released Property") be released upon presentation to the Administrative Agent written notice setting of the following: A list of one or more new facilities having a fair market value reasonably equivalent to the Released Property, such evidence of the value of the new facility or facilities to be reasonably acceptable to the Administrative Agent; and With respect to each new facility the items set forth in Section 8.16. After presentation of such materials and the recording the mortgages on the new facility, the Administrative Agent shall delivery such releases as the Borrower shall reasonably request with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Party, and (ii) all of the data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofReleased Property.

Additional Collateral; Additional Guarantors. Upon (xa) Subject to the reterms of the Intercreditor Agreement and this Section 5.11, with respect to (1) any property acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Documents but is not so 245 1125931.03I-designation XXXXX000000000.05E-CHISR01A - MSW subject, including in connection with any step of the Permitted Reorganization, any Unrestricted Permitted Reorganization Action, any Permitted Aleris Foreign Subsidiary as Transfer, and any Person becoming a Restricted Specified Aleris Subsidiary, and (2) any property that was Excluded Property but, as of the formation end of the most recently ended fiscal quarter or acquisition by in connection with any Credit Party or step of the Permitted Reorganization, any of its Restricted Subsidiaries of Permitted Reorganization Action, any new direct or indirect Permitted Aleris Foreign Subsidiary (in each caseTransfer, other than an Excluded andor any Person becoming a Specified Aleris Subsidiary) or upon any Subsidiary ceasing , has ceased to be an Excluded SubsidiaryProperty, or promptly (yand in any event (xw) in the acquisition case of any personal property by any Credit Party (other than Excluded Assets) not already subject to a perfected First Priority Lien in favor of Collateral Agent for the benefit of the Secured Parties, the Initial Borrower shall, in each case, at the Borrowers’ expense, promptlynewly acquired property, within thirty (30) Business Daysdays after the acquisition thereof or, (x) in the case of property that was Excluded Property as a result of the U.S. Hold Separate Order or any U.S. Hold Separate Agreement, within thirty (30) days after the date such longer period as determined property ceases to be Excluded Property, (y) in writing by the case of any other property that was Excluded Property, within thirty (30) days after the end of fiscal quarter in which such property ceases to be Excluded Property; provided that, in the case of clauses (w) through (y), the Administrative Agent may agree to an extension thereof in its sole discretion from time to timediscretion, after such formationor (yz) immediately in connection with the applicable step(s) of the Permitted Reorganization, acquisitionthe applicable Permitted Reorganization Action, cessation the applicable Permitted Aleris Foreign Subsidiary Transfer, or re-designation, cause any Person becoming a Specified Aleris Subsidiary) (i) such Subsidiary, execute and cause each direct and indirect parent of such Subsidiary (if it has not already done so) deliver to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and the Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject amendments or supplements to a perfected First Priority Lien the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to become subject grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a First Priority Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that on such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any no Liens other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Partythan Permitted Liens, and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with Applicable Law, including the filing of financing statements (or other applicable filings) in such jurisdictions as may be reasonably requested by the Administrative Agent; provided that the actions required by clauses (i) and (ii) above need not be taken if the costs of doing so are excessive in relation to the benefits afforded thereby, as determined by the Administrative Agent in its reasonable discretion. The Borrowers shall otherwise take such actions and execute and/or deliver to the Administrative Agent and the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries Lien of the Credit Parties; provided, Security Documents against such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofafter-acquired properties.

Additional Collateral; Additional Guarantors. Upon (a) Subject to the terms of the Intercreditor Agreement and this Section 5.11, with respect to (1) any property acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Documents but is not so subject, including in connection 165 972172.01-CHISR01A - MSW with any step of the Permitted Reorganization, and (2) any property that was Excluded Property but, as of the end of the most recently ended fiscal quarter or in connection with any step of the Permitted Reorganization, has ceased to be Excluded Property, promptly (and in any event (x) within thirty (30) days after the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, acquisition thereof or after the formation or acquisition by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect Subsidiary (in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing date such property ceases to be Excluded Property; provided that the Administrative Agent may agree to an Excluded Subsidiary, extension thereof or (y) immediately in connection with the acquisition applicable step(s) of any personal property by any Credit Party the Permitted Reorganization) (other than Excluded Assetsi) not already subject execute and deliver to a perfected First Priority Lien in favor of the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, the Initial Borrower shall, in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that on such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any no Liens other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Partythan Permitted Liens, and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including the filing of financing statements (or other applicable filings) in such jurisdictions as may be reasonably requested by the Administrative Agent; provided that, the actions required by clauses (i) and (ii) above need not be taken if the costs of doing so are excessive in relation to the benefits afforded thereby, as determined by the Administrative Agent in its reasonable discretion. The Designated Company shall otherwise take such actions and execute and/or deliver to the Administrative Agent and the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries Lien of the Credit Parties; provided, Security Documents against such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofafter-acquired properties.

Additional Collateral; Additional Guarantors. Upon (xa) Subject to this Section 5.10, with respect to any material property acquired after the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the formation or acquisition by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect Subsidiary Closing Date (in each case, other than an Excluded SubsidiaryAsset) or upon by any Subsidiary ceasing Loan Party that is intended to be an Excluded Subsidiarysubject to the Lien created by any of the Security Documents but is not so subject, or promptly (y) and in any event within 90 days after the acquisition of any personal property thereof (as such date may be extended by any Credit Party (other than Excluded Assets) not already subject to a perfected First Priority Lien in favor of Collateral Agent for the benefit of the Secured Parties, the Initial Borrower shall, in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause discretion)) (i) such Subsidiary, execute and cause each direct and indirect parent of such Subsidiary (if it has not already done so) deliver to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent reasonably shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for 105 the benefit of the other Secured Parties, a Counterpart Agreement and/or Lien on such property subject to no Liens other than Permitted Liens (it being understood that any Permitted Liens under Section 6.02(u) shall be subject to any Intercreditor Agreement), (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets or this Agreement or reasonably requested by the Pledge Administrative Agent, deliver opinions of counsel to Borrower in form and Security Agreement does not require that such property be subject substance substantially consistent with the opinions of counsel delivered pursuant to a perfected First Priority LienSection 4.01(g), and in furtherance of the foregoing, (iii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Documents in accordance with all applicable Legal Requirements, including the filing of financing statements in such jurisdictions, in each case as may be reasonably requested by the Administrative Agent or the Collateral Agent. Borrower and the other Loan Parties shall otherwise take such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only against such after-acquired properties to the extent reasonably required by Administrative such Security Documents. Notwithstanding anything in this Agreement to the contrary, other than executing the Security Agreement and filing UCC financing statements and amendments, no Loan Party shall be required to deliver an Additional Local Law Security Document to grant the Collateral Agent and subject to a Lien on the Equity Interests in such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, Loan Party’s Immaterial Subsidiaries that the pledge are organized outside of the Capital Stock United States of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Party, and (ii) all of the data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofAmerica.

Additional Collateral; Additional Guarantors. Upon With respect to any person that is or becomes a Material Subsidiary after the Closing Date, promptly (x) the re-designation and in any event within 30 days after such person becomes a Material Subsidiary or, if a consent of any Unrestricted Subsidiary as a third-party is required, after the date such consent is obtained or waived, it being agreed that, to the extent such consent is not obtained by the Loan Parties using their commercially reasonable efforts, the requirements of this Section shall not apply to such Material Subsidiary), to the extent permitted by law or contract and not resulting in material adverse tax consequences, (i) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Material Subsidiary, held by any Borrower or Restricted Subsidiary, the formation together with undated stock powers or acquisition other appropriate instruments of transfer executed and delivered in blank by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect Subsidiary (in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing to be an Excluded Subsidiary, or (y) the acquisition of any personal property by any Credit Party (other than Excluded Assets) not already subject to a perfected First Priority Lien in favor of Collateral Agent for the benefit duly authorized officer of the Secured Parties, the Initial Borrower shall, in each case, at the Borrowers’ expense, promptly, within thirty (30holder(s) Business Days, or of such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) such SubsidiaryEquity Interests, and cause each direct all intercompany notes owing from such Material Subsidiary to any Loan Party together with instruments of transfer executed and indirect parent delivered in blank by a duly authorized officer of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Party, Loan Party and (ii) cause such new Material Subsidiary (A) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor and a joinder agreement to the applicable Pledge Agreement, substantially in the form annexed thereto or, in the case of a Foreign Subsidiary, execute a pledge agreement compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Administrative Agents, and (B) to take all actions necessary or advisable in the reasonable opinion of the data Administrative Agents or the Collateral Agent to cause the Lien created by the applicable Pledge Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agents or the Collateral Agent. Notwithstanding the foregoing, (1) the Equity Interests required to be set forth in Schedules 4.01 delivered to the Collateral Agent pursuant to clause (i) of this Section 5.11 shall not include any Equity Interests of a Material Subsidiary created or acquired after the Closing Date and 4.02 with respect to all Subsidiaries of the Credit Parties; provided, such written notice (2) no Material Subsidiary shall be deemed required to supplement Schedule 4.01 take the actions specified in clause (ii) of this Section 5.11, if, in the case of either clause (1) or (2), doing so could result in material adverse tax consequences to a Loan Party and 4.02 for all purposes hereofif an opinion is provided by a legal counsel or an established accounting firm that such material adverse tax consequences could result to a Loan Party.

Additional Collateral; Additional Guarantors. Upon In the event that the Borrower is permitted to acquire or form any additional Subsidiary, such Subsidiary shall execute a guarantee, or a supplement to the Subsidiaries Guarantee (x) except if such Subsidiary is a Foreign Subsidiary and a Responsible Officer shall have certified to the re-designation Administrative Agent and the Lenders that the execution of such a guarantee or supplement by such Foreign Subsidiary would materially and adversely affect the tax position of such Subsidiary and of the Borrower), and the Borrower and/or any Subsidiary which is a holder of any Unrestricted Capital Stock of such Subsidiary shall execute such pledge agreements or supplements to the Pledge Agreements, each in form and substance satisfactory to the Administrative Agent, and shall take such other action as a Restricted Subsidiaryshall be necessary or advisable (including, without limitation, the formation or acquisition by any Credit Party or any execution of its Restricted Subsidiaries of any new direct or indirect Subsidiary (financing statements on form UCC-1) in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing order to be an Excluded Subsidiary, or (y) effect and perfect the acquisition of any personal property by any Credit Party (other than Excluded Assets) not already subject to a perfected First Priority Lien pledge in favor of Collateral the Administrative Agent for the benefit of the Secured Parties, Lenders of not less than (a) 65% of the Initial Borrower shall, in each case, at outstanding voting Capital Stock of such Subsidiary and 100% of the Borrowers’ expense, promptly, within thirty (30) Business Days, or such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) outstanding nonvoting Capital Stock of such Subsidiary, if such Subsidiary is a Foreign Subsidiary and cause each direct a Responsible Officer shall have certified to the Administrative Agent and indirect parent the Lenders that the pledge of greater than 66-2/3% of the Capital Stock of such Foreign Subsidiary would materially and adversely affect the tax position of such Subsidiary and of the Borrower, or (if it has not already done sob) to all of the Capital Stock of such Subsidiary, otherwise. Such Subsidiary shall thereupon become a Guarantor hereunder and a Grantor for all purposes under the Pledge and Security Agreement by executing and delivering to Loan Documents. The Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject shall be entitled to a perfected First Priority Lien to become subject to a First Priority Lien in favor receive legal opinions of Collateral Agent (except one or more counsel to the extent constituting Excluded Assets Borrower and such Subsidiary addressing such matters as the Administrative Agent or this Agreement or its counsel may reasonably request, including, without limitation, the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance enforceability of the foregoing, take all guaranty and the security agreement to which such actions Subsidiary becomes a party and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% such Subsidiary, and the creation, validity and perfection of the voting Capital Stock Liens so granted by such Subsidiary and 100% the Borrower and/or other Subsidiaries to the Administrative Agent for the benefit of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Party, and (ii) all of the data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofLenders.

Additional Collateral; Additional Guarantors. Upon (xa) the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the formation or acquisition by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect Subsidiary (in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing Subject to be an Excluded Subsidiary, or (y) the acquisition of any personal property by any Credit Party (other than Excluded Assets) not already subject to a perfected First Priority Lien in favor of Collateral Agent for the benefit of the Secured Parties, the Initial Borrower shall, in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, this Section 5.10 and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets Lender, in its sole discretion, otherwise determines, with respect to any assets acquired after the Closing Date by Borrower or this Agreement or the Pledge and Security Agreement does not require any other Loan Party that such property are intended to be subject to a perfected First Priority Lien)the Lien created by any of the Security Documents but that are not so subject, and in furtherance with respect to any assets held by Borrower or any other Loan Party on the Closing Date not made subject to a Lien created by any of the foregoingSecurity Documents but of a type intended to be subject to the Lien created by the applicable Security Documents, take all such actions promptly (and in any event within 30 days after the acquisition thereof or upon Lender's request): (i) execute and deliver, deliver to Lender such amendments or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the relevant Security Documents or such other documents (including, without limitation, a Mortgage or Collateral Documents Assignment of Lease) as Lender shall deem necessary or advisable to grant to Lender, for its benefit, a Lien on such properties or assets (including using its reasonable efforts to deliver a Landlord Lien Waiver and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth Access Agreement with respect to each Real Property located in the United States in which a Loan Party holds the tenant's interest thereunder and where the Loan Parties maintain Collateral having a value in excess of $1.0 million (other than with respect to the MacArthur Sublease) or which Real Property is operationally significant to such Person (i) the date on which such Person became a Subsidiary of a Credit Loan Party's business as reasonably determined by Lender), subject to no Liens other than Permitted Liens, and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including the filing of a Mortgage or Collateral Assignment of Lease and financing statements in such jurisdictions as may be reasonably requested by Lender. Borrower shall otherwise take such actions and execute and/or deliver to Lender such documents as Lender shall require to confirm the validity, perfection and priority of the data required Lien of Security Documents against such after-acquired properties or assets, and such assets held on the Closing Date not made subject to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries a Lien created by any of the Credit Parties; providedSecurity Documents. For purposes of this Section 5.10(a), Lender and Borrower agree that the Lien referred to in this Section 5.10(a) is intended to cover all assets and properties of Borrower and all other Loan Parties whether now owned or hereafter acquired, except for such written notice shall be deemed properties or assets which are expressly excluded pursuant to supplement Schedule 4.01 and 4.02 for all purposes hereofthe terms of this Agreement.

Additional Collateral; Additional Guarantors. Upon (xa) the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the formation or acquisition by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect Subsidiary (in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing to be an Excluded Subsidiary, or (y) the acquisition of any personal property by any Credit Party (other than Excluded Assets) not already subject to a perfected First Priority Lien in favor of Collateral Agent for the benefit of the Secured Parties, the Initial Borrower shall, in each case, at the Borrowers’ expense, promptly, within Within thirty (30) Business Days, days (or such longer period not to exceed ninety (90) days as determined in writing by the Administrative Agent may agree in its sole discretion from time to time, discretion) after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiarythe consummation by the Borrower or any Restricted Subsidiary that is (or in connection therewith becomes) a Credit Party of a Permitted Acquisition or a Material Acquisition (including the Fourth Amendment DevCo Contribution), and (ii) each semi-annual period ending on June 30 or December 31, the Borrower shall, and shall cause each direct Restricted Subsidiary that is (or in connection therewith becomes) a Credit Party and indirect parent any applicable DevCo to provide to the Administrative Agent, without duplication, copies of all recorded Deeds and/or Rights of Way with respect to its Midstream Properties (other than any Immaterial Midstream Property) that have been received or otherwise acquired by the Borrower or any Restricted Subsidiary that is (or in connection therewith becomes) a Credit Party or DevCo (including any such Subsidiary (if it has not already done so) Midstream Properties owned by any Person that is a DevCo or is required to become a Guarantor hereunder in which Equity Interests were acquired) as a result of such Permitted Acquisition or Material Acquisition or during such period, as applicable, and a Grantor under the Pledge to execute and deliver mortgages or other applicable Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement Instruments on such Midstream Properties, Deeds and/or Rights of Way (iiother than Immaterial Midstream Properties) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except the Administrative Agent, in each case in form and substance satisfactory to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance of Administrative Agent. In connection with the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required requested by the Administrative Agent, the Borrower shall deliver, or shall cause to be delivered, (x) title and extended coverage insurance covering real property subject to the additional Security Instruments in an amount equal to the purchase price of such interest in real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate, (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Security Instruments, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and subject to such additional time periods as Administrative Agent may consent to(z) or as otherwise reasonably requested by any Agent; providedlegal opinions, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary which opinions shall be limited in form and substance reasonably satisfactory to 65% the Administrative Agent. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its property and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with the provisions of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Party, and (ii) all of the data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofSections 8.14(b).

Additional Collateral; Additional Guarantors. At the Borrower’s expense, subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably request ed by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including: (a) Upon (x) the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the formation or acquisition by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect wholly owned Material Domestic Subsidiary (in each case, other than an Excluded Subsidiary) by any Loan Par ty or upon any Subsidiary ceasing to be an Excluded Subsidiary, or (y) the acquisition designation in accordance with Section 6.14 of any personal property by any Credit Party existing direct or indirect wholly owned Material Domestic Subsidiary as a Restricted Subsidiary (other than Excluded Assets) not already subject to a perfected First Priority Lien in favor of Collateral Agent for the benefit of the Secured Parties, the Initial Borrower shall, in each case, at the Borrowers’ expenseother than an Ex cluded Subsidiary) or any Subsidiary becoming a wholly owned Material Domestic Subsidiary (in each case, promptlyother than an Excluded Subsidiary): (i) within 60 days afier such formation, within thirty (30) Business Daysacquisition or designation, or such longer period as determined the Administrative Agent may agree in writing by Administrative Agent in its sole discretion from time discretion: (A) cause each such Material Domestic Subsidiary that is required to timebecome a Guarantor pursuant to the Collateral and Guarantee Requirement to du ly execute and deliver to the Administrative Agent, after other than with respect to any Excluded Assets, joinders to this Agreement as Guarantors, Security Agreement Supplements, Intellectual Property Security Agreements, a counterpart of the In tercompany Note and other security agreements and documents as reasonably re quested by and in form and substance reasonably satisfactory to the Administra tive Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guaran tee Requirement; (B) cause each such formationMaterial Domestic Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement (and the parent of each such Domestic Subsidiary that is a Guarantor) to deliver any and all certificates representing Equity Interests (to the extent certificated) and intercompany notes (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, acquisition, cessation accompanied by undated stock powers or re-designation, cause other appropriate instruments of transfer executed in blanic; (iC) such Subsidiary, take and cause such Material Domestic Subsidiary that is re quired to become a Guarantor pursuant to the Collateral and Guarantee Require ment and each direct and or indirect parent of such Material Domestic Subsidiary to take whatever action (if it has not already done soincluding the recording of Mortgages, the filing of UCC fi nancing statements and delivery of stock and membership interest certificates) to become a Guarantor hereunder and a Grantor under as may be necessary in the Pledge and Security Agreement by executing and delivering to reasonable opinion of the Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien vest in favor of Collateral the Administrative Agent (except or in any representative of the Administrative Agent designated by it) valid and perfected Liens to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Party, and (ii) all of the data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereof.Collat -106-

Additional Collateral; Additional Guarantors. Upon (xa) Subject to this Section 6.11 and Section 6.13(b), with respect to any property acquired after the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the formation or acquisition Closing Date by any Credit Loan Party or that is intended to be subject to the Lien created by any of the Collateral Documents but is not so subject, promptly (and in any event within 60 days after the acquisition thereof (or, with respect to intellectual property, in any event on a quarterly basis) (or such later date as the Administrative Agent may agree)) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Collateral Documents or such other documents as the Administrative Agent or the Collateral Agent shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its Restricted Subsidiaries benefit and for the benefit of any new direct or indirect Subsidiary (in each casethe other Secured Parties, a Lien on such property subject to no Liens other than an Excluded SubsidiaryLiens permitted hereunder, and (ii) take all commercially reasonable actions necessary to cause such Lien to be duly perfected within the United States to the extent required by such Collateral Document in accordance with all applicable Law, including the filing of financing statements in such jurisdictions within the United States as may be reasonably requested by the Administrative Agent. The Borrower shall otherwise take such commercially reasonable actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or upon the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Collateral Documents on such after-acquired properties. (a) [Reserved]. (b) With respect to any Person that is or becomes a direct Subsidiary ceasing of a Loan Party after the Closing Date or ceases to be an Excluded Subsidiary, promptly (and in any event within 60 days after such Person becomes a Subsidiary or the Borrower delivers to the Administrative Agent financial statements upon which it is determined that such Person ceased to be an Excluded Subsidiary (yor such later date as the Administrative Agent may agree)) (i) deliver to the acquisition Collateral Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by such Loan Party, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Subsidiary to any personal property Loan Party together with instruments of transfer executed and delivered in blank by any Credit a duly authorized officer of such Loan Party (other than Excluded Assets) not already subject to a perfected First Priority Lien in favor of Collateral Agent for the benefit of the Secured Parties, the Initial Borrower shall, in each case, at with respect to Foreign Subsidiaries, to the Borrowers’ expenseextent applicable and permitted under foreign laws, promptlyrules or regulations) or, within thirty (30) Business Daysif necessary to perfect a Lien under applicable Law, or by means of an applicable Collateral Document, to create a Lien on such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, Equity Interests and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien intercompany notes in favor of the Collateral Agent (except to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance on behalf of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Party, Secured Parties and (ii) cause any such Subsidiary (A) to execute a joinder agreement reasonably acceptable to the Administrative Agent or such comparable documentation to become a Subsidiary Guarantor and a joinder agreement to the applicable Collateral Documents (including the Security Agreement), substantially in the form annexed thereto, and (B) to take all actions reasonably necessary or advisable in the opinion of the data required Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Collateral Documents (including the Security Agreement) to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of duly perfected within the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereof.136 1002217597 1001820109v3

Additional Collateral; Additional Guarantors. At the Borrower’s expense, take all action necessary or reasonably requested by the Blackstone Representative, the Administrative Agent or the Collateral Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including: (a) Upon (x) the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the formation or acquisition by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect Domestic Subsidiary (in each case, other than an to the extent the Equity Interests of such Subsidiary constitute Excluded SubsidiaryEquity Interests) or upon any Subsidiary ceasing to be an Excluded Subsidiary, by the Borrower or (y) the acquisition Equity Interests of any personal property by any Credit Party (other than a direct or indirect Domestic Subsidiary ceasing to constitute Excluded Assets) not already subject to a perfected First Priority Lien in favor of Collateral Agent for the benefit of the Secured Parties, the Initial Borrower shallEquity Interests, in each case, at to the Borrowers’ expense, promptly, extent Equity Interests in such Subsidiary described in the preceding clause (x) or (y) otherwise constitutes Collateral under the Collateral and Guarantee Requirement: (i) within thirty sixty (3060) Business Daysdays after such formation or acquisition, or such longer period as determined the Blackstone Representative may agree in writing by Administrative Agent in its sole discretion from time to time(or, after such formation, in connection with an acquisition, cessation or re-designation, cause on the date of such acquisition in accordance with Section 4.03): (iA) such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder execute and a Grantor under deliver to the Pledge and Security Agreement by executing and delivering to Administrative Agent and the Collateral Agent a Counterpart Contribution Agreement and/or (ii) pursuant to which such personal property not subject additional Collateral shall be contributed, a Guarantee Assumption Agreement to the Security Agreement pursuant to which such Subsidiary becomes a perfected First Priority Lien to become subject to Guarantor and a First Priority Lien Pledgor thereunder, in favor of Collateral Agent (except each case to the extent constituting Excluded Assets or this Agreement or required by the Pledge Collateral and Security Agreement does not require that such property be subject to a perfected First Priority Lien)Guarantee Requirement, and in furtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements shall deliver to the Collateral Documents and any other documents, instruments, agreements, and certificates Administrative Agent such legal opinions as are similar to consistent with those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to delivered on the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) Closing Date under Section 4.01 or as otherwise reasonably requested by any Agent; provided, that on the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth Initial Borrowing Date under Section 4.02 hereof with respect to such Person Subsidiary, in accordance with Section 4.03; (iB) cause each such Subsidiary, or the date on which parent of such Person became a Subsidiary, as applicable, to deliver any and all certificates representing Equity Interests in such Subsidiary of a Credit Party, and (iito the extent certificated) all of the data that are required to be set forth in Schedules 4.01 pledged pursuant to (and 4.02 with respect subject to all Subsidiaries of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 applicable limitations and 4.02 for all purposes hereof.exceptions of) the Collateral and

Additional Collateral; Additional Guarantors. Upon (xa) Subject to the reterms of the Intercreditor Agreement and this Section 5.11, with respect to (1) any property acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Documents but is not so subject, including in connection with any step of the Permitted Reorganization, any Permitted Reorganization 182 1087312.03B-designation of CHISR01A1209777.02-CHISR02A - MSW Action, any Unrestricted Permitted Aleris Foreign Subsidiary as Transfer, and any Person becoming a Restricted Specified Aleris Subsidiary, and (2) any property that was Excluded Property but, as of the formation end of the most recently ended fiscal quarter or acquisition by in connection with any Credit Party step of the Permitted Reorganization, any Permitted Reorganization Action, any Permitted Aleris Foreign Subsidiary Transfer, or any of its Restricted Subsidiaries of any new direct or indirect Subsidiary (in each casePerson becoming a Specified Aleris Subsidiary, other than an Excluded Subsidiary) or upon any Subsidiary ceasing has ceased to be an Excluded SubsidiaryProperty, or promptly (yand in any event (w) in the acquisition case of any personal property by any Credit Party (other than Excluded Assets) not already subject to a perfected First Priority Lien in favor of Collateral Agent for the benefit of the Secured Parties, the Initial Borrower shall, in each case, at the Borrowers’ expense, promptlynewly acquired property, within thirty (30) Business Daysdays after the acquisition thereof, (x) in the case of property that was Excluded Property as a result of the U.S. Hold Separate Order or any U.S. Hold Separate Agreement, within thirty (30) days after the date such property ceases to be Excluded Property, (y) in the case of any other property that was Excluded Property, within thirty (30) days after the end of fiscal quarter in which such property ceases to be Excluded Property; provided that, in the case of clauses (w) through (y), the Administrative Agent may agree to an extension thereof, or such longer period as determined (z) immediately in writing by Administrative Agent in its sole discretion from time to timeconnection with the applicable step(s) of the Permitted Reorganization, after such formationthe applicable Permitted Reorganization Action, acquisitionthe applicable Permitted Aleris Foreign Subsidiary Transfer, cessation or re-designation, cause any Person becoming a Specified Aleris Subsidiary) (i) such Subsidiary, execute and cause each direct and indirect parent of such Subsidiary (if it has not already done so) deliver to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and the Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject amendments or supplements to a perfected First Priority Lien the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to become subject grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a First Priority Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that on such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any no Liens other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Partythan Permitted Liens, and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including the filing of financing statements (or other applicable filings) in such jurisdictions as may be reasonably requested by the Administrative Agent; provided that the actions required by clauses (i) and (ii) above need not be taken if the costs of doing so are excessive in relation to the benefits afforded thereby, as determined by the Administrative Agent in its reasonable discretion. The Designated Company shall otherwise take such actions and execute and/or deliver to the Administrative Agent and the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries Lien of the Credit Parties; provided, Security Documents against such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofafter-acquired properties.

Additional Collateral; Additional Guarantors. Upon (a) Subject to the terms of the Intercreditor Agreement and this Section 5.11, with respect to (1) any property acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Documents but is not so subject, including in connection with any step of the Permitted Reorganization, any Permitted Reorganization Action, any Permitted Aleris Foreign Subsidiary Transfer, and any Person becoming a Specified Aleris Subsidiary, and (2) any property that was Excluded Property but, as of the end of the most recently ended fiscal quarter or in connection with any step of the Permitted Reorganization, any Permitted Reorganization Action, any Permitted Aleris Foreign Subsidiary Transfer, and any Person becoming a Specified Aleris Subsidiary, has ceased to be Excluded Property, promptly (and in any event (x) within thirty (30) days after the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, acquisition thereof or after the formation or acquisition by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect Subsidiary (in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing date such property ceases to be Excluded Property; provided that the Administrative Agent may agree to an Excluded Subsidiary, extension thereof or (y) immediately in connection with the acquisition applicable step(s) of the Permitted Reorganization, the applicable Permitted Reorganization Action, the applicable Permitted Aleris Foreign Subsidiary Transfer, or any personal property by any Credit Party Person becoming a Specified Aleris Subsidiary) (other than Excluded Assetsi) not already subject execute and deliver to a perfected First Priority Lien in favor of the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, the Initial Borrower shall, in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that on such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any no Liens other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Partythan Permitted Liens, and (ii) take all of the data required actions necessary to cause 967770.02F-CHISR1034077.05-CHISR01A - MSW 172 such Lien to be set forth duly perfected to the extent required by such Security Document in Schedules 4.01 and 4.02 accordance with all applicable Requirements of Law, including the filing of financing statements (or other applicable filings) in such jurisdictions as may be reasonably requested by the Administrative Agent; provided that, other than with respect to all Subsidiaries each Specified Aleris Subsidiary, the actions required by clauses (i) and (ii) above need not be taken if the costs of doing so are excessive in relation to the benefits afforded thereby, as determined by the Administrative Agent in its reasonable discretion. The Designated Company shall otherwise take such actions and execute and/or deliver to the Administrative Agent and the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Credit Parties; provided, Lien of the Security Documents against such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofafter-acquired properties.

Additional Collateral; Additional Guarantors. Upon (a) Subject to the terms of the Intercreditor Agreement and this Section 5.11, with respect to (1) any property acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Documents but is not so subject, including in connection with any step of the Permitted Reorganization, any Permitted Reorganization Action, any Permitted Aleris Foreign Subsidiary Transfer, and any Person becoming a Specified Aleris Subsidiary, and (2) any property that was Excluded Property but, as of the end of the most recently ended fiscal quarter or in connection with any step of the Permitted Reorganization, any Permitted Reorganization Action, any Permitted Aleris Foreign Subsidiary Transfer, and any Person becoming a Specified Aleris Subsidiary, has ceased to be Excluded Property, promptly (and in any event (x) within thirty (30) days after the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, acquisition thereof or after the formation or acquisition by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect Subsidiary (in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing date such property ceases to be Excluded Property; provided that the Administrative Agent may agree to an Excluded Subsidiary, extension thereof or (y) immediately in connection with the acquisition applicable step(s) of the Permitted Reorganization, the applicable Permitted Reorganization Action, the applicable Permitted Aleris Foreign Subsidiary Transfer, or any personal property by any Credit Party Person becoming a Specified Aleris Subsidiary) (other than Excluded Assetsi) not already subject execute and deliver to a perfected First Priority Lien in favor of the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, the Initial Borrower shall, in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority 1117312.02-CHISR02A - MSW 192 Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that on such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any no Liens other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Partythan Permitted Liens, and (ii) take all of the data required actions necessary to cause such Lien to be set forth duly perfected to the extent required by such Security Document in Schedules 4.01 and 4.02 accordance with all applicable Requirements of Law, including the filing of financing statements (or other applicable filings) in such jurisdictions as may be reasonably requested by the Administrative Agent; provided that, other than with respect to all Subsidiaries each Specified Aleris Subsidiary, the actions required by clauses (i) and (ii) above need not be taken if the costs of doing so are excessive in relation to the benefits afforded thereby, as determined by the Administrative Agent in its reasonable discretion. The Designated Company shall otherwise take such actions and execute and/or deliver to the Administrative Agent and the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Credit Parties; provided, Lien of the Security Documents against such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofafter-acquired properties.

Additional Collateral; Additional Guarantors. At the Borrower’s expense, subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including: (a) Upon (x) the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the formation or acquisition by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect wholly owned Material Domestic Subsidiary (in each case, other than an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.14 of any existing direct or indirect wholly owned Material Domestic Subsidiary as a Restricted Subsidiary (in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing to be becoming a wholly owned Material Domestic Subsidiary (in each case, other than an Excluded Subsidiary): (i) within 60 days after such formation, acquisition or designation, or such longer period as the Administrative Agent may agree in writing in its discretion: (yA) cause each such Material Domestic Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent, other than with respect to any Excluded Assets, joinders to this Agreement as Guarantors, Security Agreement Supplements, Intellectual Property Security Agreements, a counterpart of the Intercompany Note and other security agreements and documents as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement; (B) cause each such Material Domestic Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement (and the parent of each such Domestic Subsidiary that is a Guarantor) to deliver any and all certificates representing Equity Interests (to the extent certificated) and intercompany notes (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank; (C) take and cause such Material Domestic Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement and each direct or indirect parent of such Material Domestic Subsidiary to take whatever action (including the recording of Mortgages, the filing of UCC financing statements and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and perfected Liens to the extent required by the Collateral and Guarantee Requirement, and to otherwise comply with the requirements of the Collateral and Guarantee Requirement; -125- (ii) if reasonably requested by the Administrative Agent, within forty-five (45) days after such request (or such longer period as the Administrative Agent may agree in writing in its discretion), deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Loan Parties to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; (iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each Material Real Property, any existing title reports, abstracts or environmental assessment reports, to the extent available and in the possession or control of the Borrower; provided, however, that there shall be no obligation to deliver to the Administrative Agent any existing environmental assessment report whose disclosure to the Administrative Agent would require the consent of a Person other than the Borrower or one of its Subsidiaries, where, despite the commercially reasonable efforts of the Borrower to obtain such consent, such consent cannot be obtained; and (iv) if reasonably requested by the Administrative Agent, within sixty (60) days after such request (or such longer period as the Administrative Agent may agree in writing in its discretion), deliver to the Administrative Agent any other items necessary from time to time to satisfy the Collateral and Guarantee Requirement with respect to perfection and existence of security interests with respect to property of any Guarantor acquired after the Closing Date and subject to the Collateral and Guarantee Requirement, but not specifically covered by the preceding clauses (i), (ii) or (iii) or clause (b) below. (b) Not later than one hundred twenty (120) days after the acquisition of any personal property by any Credit Loan Party of Material Real Property as determined by the Borrower (other than Excluded Assetsacting reasonably and in good faith) (or such longer period as the Administrative Agent may agree in writing in its discretion) that is required to be provided as Collateral pursuant to the Collateral and Guarantee Requirement, which property would not already be automatically subject to another Lien pursuant to pre- existing Collateral Documents, cause such property to be subject to a perfected First Priority Lien and Mortgage in favor of Collateral the Administrative Agent for the benefit of the Secured PartiesParties and take, or cause the Initial Borrower shallrelevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except case to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien)required by, and in furtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise reasonably requested by any Agent; provided, that comply with the pledge requirements of the Capital Stock definition of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock “Collateral and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign SubsidiaryGuarantee Requirement”. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Party, and (ii) all of the data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereof.Section 6.12

Additional Collateral; Additional Guarantors. Upon (xa) If requested by the re-designation of Collateral Agent, with respect to any Unrestricted Subsidiary as a Restricted Subsidiary, property or property interest acquired after the formation or acquisition Closing Date by any Credit Loan Party or any of its Restricted Subsidiaries of any new direct or indirect Subsidiary (in each caseas to which the Collateral Agent, other than an Excluded Subsidiary) or upon any Subsidiary ceasing to be an Excluded Subsidiary, or (y) the acquisition of any personal property by any Credit Party (other than Excluded Assets) not already subject to a perfected First Priority Lien in favor of Collateral Agent for the benefit of the Secured Parties, does not have a perfected security interest (other than any (i) Excluded Property, (ii) Excluded Real Property, (iii) property described in paragraph (c) below, (iv) cash and cash equivalents and (v) other property with respect to which the Initial Borrower shallLoan Documents do not require the Collateral Agent or any other Secured Party to have a perfected security interest), subject to compliance with applicable Gaming Laws promptly (and in each case, at the Borrowers’ expense, promptly, any event within thirty twenty (3020) Business Days, Days following the date of such acquisition or such longer period as determined may be reasonably approved by the Administrative Agent) execute and deliver to the Collateral Agent a joinder to this Agreement in writing by a form reasonably satisfactory to the Collateral Agent and such amendments to the Security Agreement or such other documents, and take all the actions, as the Administrative Agent or the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest in its sole discretion from time such property (subject only to timePermitted Liens and prior and superior in right to any other Lien (except Permitted Liens)), after including, without limitation, the filing of UCC financing statements in such formationjurisdictions as may be reasonably required by the Security Documents or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent. In addition to the foregoing, acquisitionupon the request of the Administrative Agent, cessation or re-designationpromptly (and, cause in any event, no later than twenty (i20) such Subsidiary, and cause each direct and indirect parent Business Days following the date of such Subsidiary request or such longer period as may be reasonably approved by the Administrative Agent) (if it has not already done soA) execute and deliver a Control Agreement with respect to become any deposit account, securities account or commodity account of any Loan Party, (B) execute and deliver a Guarantor hereunder mortgage, in form and a Grantor under substance reasonably satisfactory to the Pledge and Security Agreement by executing and delivering to Administrative Agent and the Collateral Agent a Counterpart Agreement and/or (ii) Agent, such personal mortgage to be recorded in the real property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance records of the foregoingappropriate jurisdiction, take all such actions and or execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements deliver to the Collateral Documents Agent for recording a supplement to an existing Mortgage, in either case pursuant to which the applicable Loan Party grants to the Collateral Agent on behalf of the Secured Parties a Lien on any Real Property (other than Excluded Real Property) subject only to Permitted Liens and prior and superior in right to any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(dLien (except Permitted Liens), 3.01(g), 3.01(j), and 5.11 (but only to C) provide the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) with an environmental assessment report or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth reports with respect to any Real Property (other than Excluded Real Property) along with a corresponding reliance letter from an environmental consultant, such Person (i) reports and reliance letters to be reasonably satisfactory to the date Administrative Agent, confirming that no Hazardous Materials were found in, on which or under such Person became Real Property in a Subsidiary of manner that could reasonably be expected to result in a Credit Party, Material Adverse Effect and (iiD) all of execute and/or deliver such other documents or provide such other information in furtherance thereof as the data required Administrative Agent or the Collateral Agent may reasonably request to be set forth obtain or maintain security interest in Schedules 4.01 and 4.02 with respect to all Subsidiaries of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofany Real Property (other than Excluded Real Property).

Additional Collateral; Additional Guarantors. Upon (xa) With respect to any Specified Personal Property acquired after the re-designation of any Unrestricted Subsidiary Closing Date as a Restricted Subsidiaryto which the Administrative Agent, the formation or acquisition by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect Subsidiary (in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing to be an Excluded Subsidiary, or (y) the acquisition of any personal property by any Credit Party (other than Excluded Assets) not already subject to a perfected First Priority Lien in favor of Collateral Agent for the benefit of the Secured Parties, the Initial Borrower shalldoes not have a perfected Lien, in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or promptly following such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause acquisition (i) execute and deliver to the Administrative Agent such Subsidiaryamendments or supplements to the Security Agreement, and cause each direct and indirect parent Lux Security Agreements or Mortgages or such other documents as the Administrative Agent reasonably requests to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien in such Subsidiary Property, (if it has not already done soii) take all actions necessary or advisable to become grant to the Administrative Agent, for the benefit of the Secured Parties, a Guarantor hereunder and a Grantor under perfected second priority Lien in such Property, subject to Permitted Liens, including without limitation, the Pledge and filing of UCC financing statements (or equivalent documentation) in such jurisdictions as may be required by the Security Agreement, any Lux Security Agreement or by executing and delivering to Law or as may be requested by the Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) the recording of such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except to amendment or supplement with the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien)United States Coast Guard, if applicable, and in furtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent toiii) or as otherwise if reasonably requested by any the Administrative Agent; provided, that deliver to the pledge of Administrative Agent legal opinions relating to the Capital Stock of any Domestic Holding Company or Foreign Subsidiary matters described above, which opinions shall be limited in form and substance, and from counsel, reasonably satisfactory to 65% of the voting Capital Stock and 100% of Administrative Agent. Notwithstanding anything herein to the non-voting Capital Stock in each such Domestic Holding Company contrary, (i) if the Borrower or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designationany Subsidiary Guarantor grants a lien on any assets to secure any Secured Credit Facilities Indebtedness, the Borrower Representative or the applicable Subsidiary Guarantor shall promptly send be required to Administrative Agent written notice setting forth with respect provide a perfected second-priority security interest in such assets, subject only to such Person (i) Permitted Liens, to secure the date on which such Person became a Subsidiary of a Credit Party, Obligations and (ii) all of if the data Borrower or any Subsidiary Guarantor grants a lien on any assets to secure any Other Second-Lien Obligations, the Borrower or the applicable Subsidiary Guarantor shall be required to be set forth provide a perfected second-priority security interest in Schedules 4.01 and 4.02 such assets, pari passu with respect such Other Second-Lien Obligations, subject only to all Subsidiaries of Permitted Liens, to secure the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofObligations.

Additional Collateral; Additional Guarantors. Upon (xa) Subject to any applicable limitations set forth in the re-designation of any Unrestricted Subsidiary as a Restricted SubsidiaryTerm Loan Security Instruments or the Intercreditor Agreement, the formation Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent or acquisition by any Credit Party or any its designee as security for the Indebtedness a second-priority Lien interest (provided the Excepted Liens of its Restricted Subsidiaries the type described in clauses (a) to (d) and (f) of any new direct or indirect Subsidiary (in each casethe definition thereof may exist, other than an Excluded Subsidiarybut subject to the provisos at the end of such definition) or upon any Subsidiary ceasing to be an Excluded Subsidiary, or (y) the acquisition of any personal property by any Credit Party (other than Excluded Assets) on additional Oil and Gas Properties not already subject to a perfected First Lien of the Term Loan Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 95% of such total value, provided that other than in connection with the Effective Date and prior to the termination of the RBL Credit Agreement, the time period for execution of such documents shall be governed by the terms of the RBL Credit Agreement relating to the comparable documents securing the Priority Lien in favor Debt and shall include any extensions granted by the Priority Lien Agent thereunder. In addition, to the extent not already subject to the Term Loan Security Instruments, to the extent the Borrower or any Guarantor executes acceleration payment, purchase of Collateral Agent for the benefit assets, or if there is a reconveyance of the Secured Partiesany TPG JD Subject Assets, the Initial Borrower shallor such Guarantors will promptly execute Term Loan Security Instruments on such TPG JD Subject Assets. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Term Loan Security Instruments, all in each caseform and substance reasonably satisfactory to the Administrative Agent and the Majority Lenders and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, at if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). In addition to the Borrowers’ expenseforegoing, promptly, within thirty (30i) Business Days, not later than 30 days after the Closing Date (or such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (ithe Majority Lenders may agree) such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) thereafter, within 30 days after the acquisition of any Specified Permian Acreage by the Borrower or any of its Subsidiaries (or such personal property longer period as the Majority Lenders may agree), the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Obligations a first-priority Lien (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on (a) in the case of clause (i), the Permian Acreage not already subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except the Security Instruments such that after giving effect thereto, to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance knowledge of the foregoingBorrower and its Subsidiaries, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock Permian Acreage is Mortgaged Property and (b) in the case of clause (ii), the Specified Permian Acreage not already subject to a Lien of the Security Instruments such that after giving effect thereto, to the knowledge of the Borrower and its Subsidiaries, 100% of the Specified Permian Acreage so requested by the Administrative Agent or the Majority Lenders is Mortgaged Property. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Majority Lenders and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). Not later than 30 days after the end of each of fiscal quarter of each fiscal year of the Borrower, Borrower will furnish to the Administrative Agent a report and a certificate in form and substance and in detail reasonably satisfactory to the Majority Lenders certifying that (and attaching the most recent Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi) of the RBL Credit Agreement or any successor provision) and such Domestic Holding Company or Foreign Subsidiary. Additionallylisting and information as the Administrative Agent (at the written direction of Majority Lenders) may reasonably request to ascertain whether) the Mortgaged Properties represent at least 95% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production, provided that in the event that the Mortgaged Properties do not represent at least 95% of such total value, then, within 30 days after the date the report and certificate are furnished for such formation, acquisition, cessation or re-designationfiscal quarter end, the Borrower Representative shall, and shall promptly send cause its Subsidiaries to, grant to the Administrative Agent written notice setting forth with respect or its designee as security for the Indebtedness a second-priority Lien (provided the Excepted Liens of the type described in clauses (a) to such Person (id) the date on which such Person became a Subsidiary of a Credit Party, and (iif) all of the data required definition thereof may exist, but subject to be set forth in Schedules 4.01 the provisos at the end of such definition) on additional Oil and 4.02 with respect Gas Properties not already subject to all Subsidiaries a Lien of the Credit Parties; providedSecurity Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 95% of such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereoftotal value.

Additional Collateral; Additional Guarantors. At the Borrower’s expense, subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including: Upon (x) the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the formation (including, for the avoidance of doubt, pursuant to a division or a plan of division) or acquisition by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect wholly owned Material Domestic Subsidiary (in each case, other than an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.14 of any existing direct or indirect wholly owned Material Domestic Subsidiary as a Restricted Subsidiary (in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing to be becoming a wholly owned Material Domestic Subsidiary (in each case, other than an Excluded Subsidiary): within 60 days after such formation, acquisition or designation, or such longer period as the Administrative Agent may agree in writing in its discretion: cause each such Material Domestic Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent (yor, in the case of the Intercompany Note prior to the Discharge of Fixed Asset Obligations, the Fixed Asset Administrative Agent), other than with respect to any Excluded Assets, joinders to this Agreement as Guarantors, Security Agreement Supplements, Intellectual Property Security Agreements, a counterpart of the Intercompany Note and other security agreements and documents as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement; cause each such Material Domestic Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement (and the parent of each such Domestic Subsidiary that is a Guarantor) to deliver any and all certificates representing Equity Interests (to the extent certificated) and intercompany notes (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank; take and cause such Material Domestic Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement and each direct or indirect parent of such Material Domestic Subsidiary to take whatever action (including the recording of Mortgages, the filing of UCC financing statements and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and perfected Liens to the extent required by the Collateral and Guarantee Requirement, and to otherwise comply with the requirements of the Collateral and Guarantee Requirement; if reasonably requested by the Administrative Agent, within forty-five (45) days after such request (or such longer period as the Administrative Agent may agree in writing in its discretion), deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Loan Parties to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each Material Real Property, any existing title reports, abstracts or environmental assessment reports, to the extent available and in the possession or control of the Borrower; provided, however, that there shall be no obligation to deliver to the Administrative Agent any existing environmental assessment report whose disclosure to the Administrative Agent would require the consent of a Person other than the Borrower or one of its Subsidiaries, where, despite the commercially reasonable efforts of the Borrower to obtain such consent, such consent cannot be obtained; and if reasonably requested by the Administrative Agent, within sixty (60) days after such request (or such longer period as the Administrative Agent may agree in writing in its discretion), deliver to the Administrative Agent any other items necessary from time to time to satisfy the Collateral and Guarantee Requirement with respect to perfection and existence of security interests with respect to property of any Guarantor acquired after the Closing Date and subject to the Collateral and Guarantee Requirement, but not specifically covered by the preceding clauses (i), (ii) or (iii) or clause (b) below. Not later than one hundred twenty (120) days after the acquisition of any personal property by any Credit Loan Party of Material Real Property as determined by the Borrower (other than Excluded Assetsacting reasonably and in good faith) (or such longer period as the Administrative Agent may agree in writing in its discretion) that is required to be provided as Collateral pursuant to the Collateral and Guarantee Requirement, which property would not already be automatically subject to another Lien pursuant to pre-existing Collateral Documents, cause such property to be subject to a perfected First Priority Lien and Mortgage in favor of Collateral the Administrative Agent for the benefit of the Secured PartiesParties and take, or cause the Initial Borrower shallrelevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except case to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien)required by, and in furtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise reasonably requested by any Agent; provided, that comply with the pledge requirements of the Capital Stock definition of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock “Collateral and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Party, and (ii) all of the data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofGuarantee Requirement”.

Additional Collateral; Additional Guarantors. Upon (xa) Subject to the re-designation terms of the Intercreditor Agreement and this Section 5.11, with respect to any property acquired, created or developed (including, without limitation, the filing of any Unrestricted Subsidiary as a Restricted Subsidiary, application or registration or issuance of any Intellectual Property) after the formation or acquisition Closing Date by any Credit Loan Party or that is intended to be subject to the Lien created by any of its Restricted Subsidiaries of the Security Documents but is not so subject, promptly (and in any new direct or indirect Subsidiary (in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing to be an Excluded Subsidiary, or (y) event within 30 days after the acquisition of any personal property by any Credit Party thereof) (other than Excluded Assetsi) not already subject execute and deliver to a perfected First Priority Lien in favor of the Administrative Agent and the Collateral Agent (or the Collateral Trustee, as the case may be) such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent (or the Collateral Trustee, as the case may be) shall deem necessary or advisable to grant to the Collateral Agent (or the Collateral Trustee, as the case may be), for its benefit and for the benefit of the other Secured Parties, the Initial Borrower shall, in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or a Lien on such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of no Liens other than Permitted Collateral Agent (except to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit PartyLiens, and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. Borrowers shall otherwise take such actions and execute and/or deliver to the Collateral Agent (or the Collateral Trustee, as the case may be) such documents as the Administrative Agent or the Collateral Agent (or the Collateral Trustee, as the case may be) shall require to confirm the validity, perfection and priority of the data Lien of the Security Documents against such after-acquired properties. The Loan Parties shall not be required to be set forth take any actions pursuant to this Section 5.10 if the Administrative Agent shall determine in Schedules 4.01 and 4.02 with respect the exercise of its reasonable discretion that the costs of obtaining Liens on any property as otherwise required by this Section 5.10 are excessive in relation to all Subsidiaries the value of the Credit Parties; providedsuch property. In addition, such written notice neither Korean Opco nor any Subsidiary described in Section 5.01(j) shall be deemed required to supplement Schedule 4.01 and 4.02 for all purposes hereofaffix a “fixed date stamp” to any notification sent to any account debtor (other than as contemplated by Section 5.01(j)).

Additional Collateral; Additional Guarantors. Upon (a) Subject to this Section 5.10, with respect to (x) any property acquired after the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the formation or acquisition Closing Date (other than Excluded Collateral) by any Credit Party Borrower or any Subsidiary Guarantor and (y) any property constituting Equity Interests of its the Administrative Borrower or any Restricted Subsidiaries Parent Subsidiary or Restricted Parent Joint Venture (unless constituting Excluded Collateral) or any intercompany Indebtedness owed to Holdings by any of any new direct or indirect Subsidiary (the Restricted Parties, in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing that is intended to be an Excluded Subsidiarysubject to the Lien created by any of the Security Documents but is not so subject, or promptly (y) and in any event within 30 days after the acquisition of any personal property thereof (as such date may be extended by any Credit Party the Administrative Agent in its sole discretion)) (other than Excluded Assetsi) not already subject execute and deliver to a perfected First Priority Lien in favor of the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, the Initial Borrower shalla Lien on such property subject to no Liens other than Permitted Liens, in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets or this Agreement reasonably requested by the Administrative Agent, deliver opinions of counsel to the Loan Parties in form and substance, and from counsel, reasonably acceptable to the Administrative Agent, and (iii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Documents in accordance with all applicable Legal Requirements, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Pledge Collateral Agent and Security Agreement does not require with respect to any material registered United States trademarks and United States patents, United States trademark and patent applications and United States registered copyrights included in the Intellectual Property Collateral, the filing of short-form Intellectual Property security agreements or supplements thereto in the United States Patent and Trademark Office or the United States Copyright Office, as applicable; provided, however, that such property neither any Borrower nor any Guarantor shall be subject required to a perfected First Priority Lien)take any actions to perfect any Liens in Collateral consisting of Intellectual Property (x) arising, and protected or otherwise existing in furtherance any jurisdiction outside of the foregoing, United States or (y) that is not material Intellectual Property. The Borrowers and the other Loan Parties shall otherwise take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements deliver to the Collateral Documents and any other documents, instruments, agreements, and certificates Agent such documents as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge priority of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% Lien of the voting Capital Stock and 100% of the nonSecurity Documents against such after-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Party, and (ii) all of the data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofacquired properties.

Additional Collateral; Additional Guarantors. Upon (a) Subject to the terms of the Intercreditor Agreement and this Section 5.11, with respect to (1) any property acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Documents but is not so subject, including in connection with any step of the Permitted Reorganization, any Permitted Reorganization Action, any Permitted Aleris Foreign Subsidiary Transfer, and any Person becoming a Specified Aleris Subsidiary, and (2) any property that was Excluded Property but, as of the end of the most recently ended fiscal quarter or in connection with any step of the Permitted Reorganization, any Permitted Reorganization Action, any Permitted Aleris Foreign Subsidiary Transfer, and any Person becoming a Specified Aleris Subsidiary, has ceased to be Excluded Property, promptly (and in any event (x) within thirty (30) days after the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiaryacquisition thereof, or after the formation or acquisition by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect Subsidiary (in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing date such property ceases to be Excluded Property; provided that the Administrative Agent may agree to an Excluded Subsidiary, extension thereof in its sole discretion or (y) immediately in connection with the acquisition applicable step(s) of the Permitted Reorganization, the applicable Permitted Reorganization Action, the applicable Permitted Aleris Foreign Subsidiary Transfer, or any personal property by any Credit Party Person becoming a Specified Aleris Subsidiary) (other than Excluded Assetsi) not already subject execute and deliver to a perfected First Priority Lien in favor of the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, the Initial Borrower shall, in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that on such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any no Liens other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Partythan Permitted Liens, and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with Applicable Law, including the filing of financing statements (or other applicable filings) in such jurisdictions as may be reasonably requested by the Administrative Agent; provided that the actions required by clauses (i) and (ii) above need not be taken if the costs of doing so are excessive in relation to the benefits afforded thereby, as determined by the Administrative Agent in its reasonable discretion. The Borrowers shall otherwise take such actions and execute and/or deliver to the Administrative Agent and the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries Lien of the Credit Parties; provided, Security Documents against such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofafter-acquired properties.

Additional Collateral; Additional Guarantors. Upon (xa) the re-designation of Subject to Section 5.17, with respect to any Unrestricted Subsidiary as a Restricted Subsidiary, the formation or acquisition by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect Subsidiary (in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing to be an Excluded Subsidiary, or (y) the acquisition of any personal property by any Credit Party (other than Excluded Assetsowned Real Property, which is covered in Section 5.10(c) not already below) acquired after the Closing Date by any Loan Party that is intended to be subject to a perfected First Priority the Lien created by any of the Security Documents (but excluding, for the avoidance of doubt, any assets that are Excluded Collateral) but is not so subject, promptly (and in favor of any event within 60 days (or such longer period as may be agreed to by the Collateral Agent (acting at the direction of the Required Lenders)) after the acquisition thereof) (i) execute and deliver to the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Collateral Agent (acting at the direction of the Required Lenders) shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, the Initial Borrower shall, in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or a first-priority Lien on such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit PartyPermitted Liens, and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral Agent (acting at the direction of the data required Required Lenders). Notwithstanding anything to be set forth the contrary contained in Schedules 4.01 and 4.02 this Agreement, (x) other than with respect to all Subsidiaries any Foreign Subsidiary (other than the Xxxxxxx German Subsidiaries) that the Borrower has elected, in its sole discretion, to cause to become a Guarantor, in no event shall any Company be required to take any action in any non-U.S. jurisdiction or under any laws of any non-U.S. jurisdiction to create any security interests (including the execution of any pledge agreements or security agreements governed under the laws of any non-U.S. jurisdiction) in assets located or titled outside of the Credit Parties; provided, United States or to perfect or make enforceable any security interests in any such written notice assets and (y) no perfection through control agreements or perfection by “control” shall be deemed required with respect to supplement Schedule 4.01 any assets (other than delivering certificated securities and 4.02 for all purposes hereofinstruments (other than Excluded Collateral), in which a security interest can be perfected by physical control, in each case to the extent expressly required hereunder or under the Security Agreement) under the Loan Documents.

Additional Collateral; Additional Guarantors. Upon (xa) Subject to this Section 5.11, with respect to any property owned or acquired after the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the formation or acquisition ARCA Effective Date by any Credit Loan Party or that is intended to be subject to the Lien created by any of its Restricted Subsidiaries of the Security Documents but is not so subject, promptly (and in any new direct or indirect Subsidiary (in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing to be an Excluded Subsidiary, or (y) event within 30 days after the acquisition of any personal property by any Credit Party thereof) (other than Excluded Assetsi) not already subject execute and deliver to a perfected First Priority Lien in favor of the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Permitted Collateral Liens, (ii) take all actions necessary to cause such Lien to be duly perfected to the Initial Borrower shallextent required by such Security Document in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent and (iii) with respect to any property constituting Material Foreign Intellectual Property owned by any Foreign Subsidiary, use commercially reasonable efforts to transfer such Material Foreign Intellectual Property to a Loan Party; provided that no Foreign Subsidiary shall be required to take the actions specified in clause (iii) of this Section 5.11(a) if doing so would or could reasonably be expected to (A) result in a material increase in the amounts included in the gross income of a United States shareholder of such Foreign Subsidiary pursuant to Section 951 (or a successor provision) of the Code, (B) result in a material amount of transfer Taxes or a material non-U.S. Tax liability of such Foreign Subsidiary that would not be incurred absent such transfer or (C) materially increase the future Taxes of Holdings and its Subsidiaries (taking into account any offsetting Tax savings or other benefits), in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or such longer period case as reasonably determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, Holdings. Holdings shall otherwise take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements deliver to the Collateral Documents and any other documents, instruments, agreements, and certificates Agent such documents as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent or the Collateral Agent shall require to confirm the validity, perfection and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge priority of the Capital Stock Lien of the Security Documents on such after-acquired properties. Notwithstanding the foregoing, any Domestic Holding Company or Foreign Subsidiary required filings with the United States Patent and Trademark Office and United States Copyright Office shall be limited to 65% made within 60 days after the acquisition of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Party, and (ii) all of the data related property is required to be set forth in Schedules 4.01 and 4.02 with respect reported pursuant to all Subsidiaries of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofSection 5.01(d).

Additional Collateral; Additional Guarantors. Upon (xa) With respect to any property or property interest acquired after the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the formation or acquisition Closing Date by any Credit Loan Party or any of its Restricted Subsidiaries of any new direct or indirect Subsidiary (in each caseas to which the Collateral Agent, other than an Excluded Subsidiary) or upon any Subsidiary ceasing to be an Excluded Subsidiary, or (y) the acquisition of any personal property by any Credit Party (other than Excluded Assets) not already subject to a perfected First Priority Lien in favor of Collateral Agent for the benefit of the Secured Parties, does not have a perfected security interest (other than any (i) Excluded Property, (ii) Excluded Real Property, (iii) property described in paragraph (c) below, (iv) cash and cash equivalents and (v) other property with respect to which the Initial Borrower shallLoan Documents do not require the Collateral Agent or any other Secured Party to have a perfected security interest), subject to compliance with applicable Gaming Laws, promptly (and in each case, at any event within 20 Business Days following the Borrowers’ expense, promptly, within thirty (30) Business Days, date of such acquisition or such longer period as determined in writing may be reasonably approved by the Administrative Agent in its sole discretion from time Agent) execute and deliver to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart joinder to this Agreement and/or (ii) such personal property not in a form reasonably satisfactory to the Collateral Agent and, subject to compliance with applicable Gaming Laws, such amendments to the Security Agreement or such other documents, and take all the actions, as the Administrative Agent or the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected First Priority security interest in such property (subject only to Permitted Liens and prior and superior in right to any other Lien to become subject to a First Priority Lien in favor of Collateral Agent (except to Permitted Liens)), including, without limitation, the extent constituting Excluded Assets filing of UCC financing statements in such jurisdictions as may be reasonably required by the Security Documents or this Agreement by law or as may be reasonably requested by the Administrative Agent or the Pledge and Security Agreement does not require that such property be subject Collateral Agent. In addition to a perfected First Priority Lien), and in furtherance of the foregoing, take all in the event any such actions and execute and deliver, property or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to interest therein acquired after the Collateral Documents and any Closing Date consists of Real Property (other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent tothan Excluded Real Property) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth other property with respect to such Person which a recording in the real property records of an appropriate jurisdiction is required or advisable in order to perfect a security interest therein, promptly (iand, in any event, (I) in the date on which such Person became a Subsidiary case of a Credit Partyclauses (A), (B) and (D) below, within 20 Business Days following, and (iiII) all in the case of clause (C) below, no later than five Business Days prior to, the data required to date of such acquisition or such longer or shorter period as may be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of reasonably approved by the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereof.Administrative

Additional Collateral; Additional Guarantors. Upon (xa) Subject to this Section 8.14, with respect to any property acquired after the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the formation or acquisition Amendment Effective Date by any Credit Borrower Party or any of its Restricted Subsidiaries of any new direct or indirect Subsidiary (in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing to be an Excluded Subsidiary, or (y) the acquisition of any personal property by any Credit Party (other than Excluded Assets) that is not already subject to a perfected First Priority the Lien created by any of the Loan Documents or specifically excluded from the requirement to be subject to such Lien in favor of Collateral Agent for the benefit of Loan Documents, such Borrower Party shall promptly (and in any event within [*****] after the Secured Parties, the Initial Borrower shall, in each case, at the Borrowers’ expense, promptly, within thirty (30acquisition thereof) Business Days, or such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) execute and deliver to the Lender such Subsidiaryamendments or supplements to the relevant Loan Documents or such other documents as the Lender shall deem necessary or advisable to grant for its benefit, a Lien on such property subject to no Liens other than Permitted Liens, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) take all actions necessary to cause such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien be duly perfected in favor accordance with all applicable requirements of Collateral Agent (except to Law, including the extent constituting Excluded Assets or this Agreement or filing of financing statements in such jurisdictions as may be reasonably requested by the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, Lender. Each Borrower Party shall otherwise take all such actions and execute and/or deliver to the Lender such documents as the Lender shall reasonably require to confirm the validity, perfection and deliverpriority of the Lien of the Security Agreement on such after-acquired properties. Notwithstanding any other provision in any Loan Document, (i) no Borrower Party shall be required to take any actions outside of the United States to perfect any Lien or cause security interest in any assets which are located outside of the United States of America and (ii) no equity interests in (a) Foreign Subsidiaries that are controlled [*****] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. foreign corporations within the meaning of Section 957 of the Code (“CFCs”) or (b) domestic Subsidiaries that have no material assets other than equity in one or more Foreign Subsidiaries that are CFCs (“Domestic CFC Holdcos”) shall be required to be executed and deliveredpledged, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock equity interests in each such first-tier Foreign Subsidiaries that are CFCs or Domestic Holding Company or Foreign Subsidiary. AdditionallyCFC Holdcos, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Party, and (ii) all of the data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofas applicable.

Additional Collateral; Additional Guarantors. SECTION 6.11 At the Borrower’s expense, take all action either necessary or as reasonably requested by the Administrative Agent or the Collateral Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including: (a) Upon (x) the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the formation or acquisition by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect wholly owned Domestic Subsidiary (in each case, other than an Excluded Subsidiary) or upon by the Borrower, (y) any Excluded Subsidiary ceasing to be constitute an Excluded Subsidiary or (z) the designation in accordance with Section 6.14 of an existing direct or indirect wholly owned Domestic Subsidiary (other than an Excluded Subsidiary) as a Restricted Subsidiary: (i) within sixty (60) days after such formation, acquisition, cessation or designation, or such longer period as the Administrative Agent may agree in writing in its discretion, notify the Administrative Agent thereof and: (yA) cause each such Domestic Subsidiary to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) joinders to this Agreement as Guarantors, Security Agreement Supplements, Intellectual Property Security Agreements, Mortgages, a counterpart of the Intercompany Note, each Intercreditor Agreement, if applicable, and other security agreements and documents (including, with respect to such Mortgages, the documents listed in (f) of the “Collateral and Guarantee Requirement”), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the, Security Agreement and other security agreements in effect on the Closing Date and the Mortgages delivered pursuant to Section 6.16), in each case granting Liens required by the Collateral and Guarantee Requirement; (B) cause each such Domestic Subsidiary (and the parent of each such Domestic Subsidiary that is a Guarantor) to deliver any and all certificates representing Equity Interests (to the extent certificated) and intercompany notes (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank; (C) take and cause such Domestic Subsidiary and each direct or indirect parent of such Domestic Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and intellectual property security agreements, and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens to the extent required by the Collateral and Guarantee Requirement, and to otherwise comply with the requirements of the Collateral and Guarantee Requirement; -155- (ii) if reasonably requested by the Administrative Agent or the Collateral Agent, within sixty (60) days after such request (or such longer period as the Administrative Agent may agree in writing in its discretion), deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; (iii) as promptly as practicable after the request therefor by the Administrative Agent or Collateral Agent, deliver to the Collateral Agent with respect to each Material Real Property, any existing title reports, abstracts, surveys or environmental assessment reports, to the extent available and in the possession or control of the Loan Parties or their respective Subsidiaries; provided, however, that there shall be no obligation to deliver to the Administrative Agent any existing environmental assessment report whose disclosure to the Administrative Agent would require the consent of a Person other than the Loan Parties or one of their respective Subsidiaries, where, despite the commercially reasonable efforts of the Loan Parties or their respective Subsidiaries to obtain such consent, such consent cannot be obtained; and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, within sixty (60) days after such request (or such longer period as the Administrative Agent may agree in writing in its discretion), deliver to the Collateral Agent any other items necessary from time to time to satisfy the Collateral and Guarantee Requirement with respect to perfection and existence of security interests with respect to property of any Guarantor acquired after the Closing Date and subject to the Collateral and Guarantee Requirement, but not specifically covered by the preceding clauses (i), (ii) or (iii) or clause (b) below. (b) Not later than ninety (90) days after the acquisition by any Loan Party of any personal Material Real Property as determined by the Borrower (acting reasonably and in good faith) (or such longer period as the Administrative Agent may agree in writing in its discretion) that is required to be provided as Collateral pursuant to the Collateral and Guarantee Requirement, which property by any Credit Party (other than Excluded Assets) would not already be automatically subject to another Lien pursuant to pre-existing Collateral Documents, cause such property to be subject to a perfected First Priority Lien and Mortgage in favor of the Collateral Agent for the benefit of the Secured PartiesParties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Initial Borrower shallCollateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement. Compliance with Environmental Laws.SECTION 6.12 Except, in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets that the failure to do so could not reasonably be expected to have, individually or this Agreement or in the Pledge and Security Agreement does not require that such property be subject to aggregate, a perfected First Priority Lien)Material Adverse Effect, comply, and in furtherance of the foregoing, take all such commercially reasonable actions to cause all lessees and execute other Persons operating or occupying its properties to comply with all applicable Environmental Laws and deliverEnvironmental Permits; obtain, or cause to be executed maintain and deliveredrenew all Environmental Permits necessary for its operations and properties; and, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only each case to the extent reasonably the Loan Parties or Subsidiaries are required by Administrative Agent and subject Environmental Laws, conduct any investigation, remedial or other corrective action necessary to such additional time periods as Administrative Agent may consent to) address Hazardous Materials at any property or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock facility in each such Domestic Holding Company or Foreign Subsidiaryaccordance with applicable Environmental Laws. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Party, and (ii) all of the data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereof.-156-

Additional Collateral; Additional Guarantors. Upon (xa) Except as provided in Section 6.13(c) below, subject to the re-designation terms of the Intercreditor Agreement and this Section 6.13, with respect to any Unrestricted Subsidiary as a Restricted Subsidiaryproperty acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Documents but is not so subject, promptly (and in any event within 30 days after the acquisition thereof), the formation or acquisition by any Credit Party Borrower or any of its Restricted Subsidiaries of any new direct or indirect Subsidiary (in each caseParent Company, other than an Excluded Subsidiary) or upon any Subsidiary ceasing to be an Excluded Subsidiaryas applicable, shall, or shall cause the applicable Loan Party to, (yi) execute and deliver to the acquisition of any personal property by any Credit Party (other than Excluded Assets) not already subject to a perfected First Priority Lien in favor of Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, the Initial Borrower shall, in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or a Second Priority Lien on such longer period as determined in writing by Administrative Agent in its sole discretion from time property subject to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, no Liens other than Permitted Liens and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) take all actions necessary to cause such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except be duly perfected to the extent constituting Excluded Assets or this Agreement or required by such Security Documents in accordance with all applicable law, including the Pledge and Security Agreement does not require that filing of financing statements in such property jurisdictions as may be subject reasonably requested by the Administrative Agent. Subject to a perfected First Priority Lien), and in furtherance the terms of the foregoingIntercreditor Agreement, the Borrower or any Parent Company, as applicable, shall, or shall cause the applicable Loan Party to, otherwise take all such actions and execute and deliver, and/or deliver to the Collateral Agent such documents as the Administrative Agent or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or the Collat- eral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Documents Agent shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and any for the benefit of the other documentsSecured Parties, instruments, agreements, a Second Priority Lien on such property subject to no Liens other than Permitted Liens and certificates as are similar (ii) take all actions necessary to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only cause such Lien to be duly perfected to the extent reasonably required by Administrative Agent and subject to such additional time periods Security Documents in accordance with all applicable law, including the filing of financing statements in such jurisdictions as Administrative Agent may consent to) or as otherwise be reasonably requested by any the Administrative Agent; provided, that . Subject to the pledge terms of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designationIntercreditor Agreement, the Borrower Representative or any Parent Company, as applicable, shall, or shall promptly send cause the applicable Loan Party to, otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent written notice setting forth with respect or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such Person after-acquired properties. Prior to the Discharge of the First Lien Term Obligations, (i) the date on which requirements of this Section 6.13(a) to deliver any Collateral to the Collateral Agent shall be deemed satisfied by the delivery of such Person became a Subsidiary of a Credit Party, Collateral to the First Lien Collateral Agent or the Control Agent (as provided in the Intercreditor Agreement) and (ii) all Holdings and the Borrower shall, and shall cause each Subsidiary to, comply with the requirements of the data required to be set forth in Schedules 4.01 and 4.02 this Section 6.13(a) with respect to all the Obligations hereunder only to the same extent that Holdings, the Borrower and such Subsidiaries of are required to comply with provisions analogous to this Section 6.13(a) with respect to the First Lien Term Obligations in the First Lien Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofAgreement.

Additional Collateral; Additional Guarantors. Upon In the event that the Borrower is permitted to acquire or form any additional Subsidiary, such Subsidiary shall execute a guarantee, or a supplement to the Subsidiaries Guarantee (x) except if such Subsidiary is a Foreign Subsidiary and a Responsible Officer shall have certified to the re-designation Administrative Agent and the Lenders that the execution or such a guarantee or supplement by such Foreign Subsidiary would materially and adversely affect the tax position of such Subsidiary and of the Borrower), and the Borrower and/or any Subsidiary which is a holder of any Unrestricted Capital Stock of such Subsidiary shall execute such pledge agreements or supplements to the Pledge Agreements, each in form and substance satisfactory to the Administrative Agent, and shall take such other action as a Restricted Subsidiaryshall be necessary or advisable (including, without limitation, the formation or acquisition by any Credit Party or any execution of its Restricted Subsidiaries of any new direct or indirect Subsidiary (financing statements on form UCC-1) in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing order to be an Excluded Subsidiary, or (y) effect and perfect the acquisition of any personal property by any Credit Party (other than Excluded Assets) not already subject to a perfected First Priority Lien pledge in favor of Collateral the Administrative Agent for the benefit of the Secured Parties, Lenders of not less than (a) 65% of the Initial Borrower shall, in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) outstanding Capital Stock of such Subsidiary, if such Subsidiary is a Foreign Subsidiary and cause each direct a Responsible Officer shall have certified to the Administrative Agent and indirect parent the Lenders that the pledge of greater than 66-2/3% of the Capital Stock of such Foreign Subsidiary would materially and adversely affect the tax position of such Subsidiary and of the Borrower, or (if it has not already done sob) to all of the Capital Stock of such Subsidiary, otherwise. Such Subsidiary shall thereupon become a Guarantor hereunder and a Grantor for all purposes under the Pledge and Security Agreement by executing and delivering to Loan Documents. The Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject shall be entitled to a perfected First Priority Lien to become subject to a First Priority Lien in favor receive legal opinions of Collateral Agent (except one or more counsel to the extent constituting Excluded Assets Borrower and such Subsidiary addressing such matters as the Administrative Agent or this Agreement or its counsel may reasonably request, including, without limitation, the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance enforceability of the foregoing, take all guaranty and the security agreement to which such actions Subsidiary becomes a party and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% such Subsidiary, and the creation, validity and perfection of the voting Capital Stock Liens so granted by such Subsidiary and 100% the Borrower and/or other Subsidiaries to the Administrative Agent for the benefit of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Party, and (ii) all of the data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereofLenders.