Common use of Additional Collateral; Additional Guarantors Clause in Contracts

Additional Collateral; Additional Guarantors. (a) (i) Within thirty (30) days (or such longer period not to exceed ninety (90) days as the Administrative Agent may agree in its sole discretion) after (A) the consummation by any Credit Party of a Material Acquisition (other than any acquisition of Equity Interests in a Drop Down Entity Mortgagor) and (B) each semi-annual period ending on June 30 or December 31, beginning with the period beginning on the date hereof and ending on June 30, 2015, and (ii) on the closing date of any Permitted Acquisition pursuant to which a Credit Party acquires Equity Interests in a Drop Down Entity Mortgagor, the Borrower shall cause the Credit Parties and any applicable Drop Down Entity Mortgagor to provide to the Administrative Agent, without duplication, copies of all recorded Deeds and/or Rights of Way with respect to its Midstream Properties that have been received or otherwise acquired by any Credit Party or Drop Down Entity Mortgagor (including any Midstream Properties owned by any Person that is a Drop Down Entity Mortgagor or is required to become a Guarantor hereunder in which Equity Interests were acquired) as a result of such Material Acquisition or during such period, as applicable, and to execute and deliver mortgages or other applicable Security Instruments on such Midstream Properties, Deeds and/or Rights of Way in favor of the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent. (b) The Parent and the Borrower shall promptly cause each (i) Domestic Subsidiary to be a party to the Guaranty and Collateral Agreement pursuant to which such Domestic Subsidiary will grant Liens and security interests in substantially all of its personal property (excluding the assets excluded from the “Collateral” under the Guaranty and Collateral Agreement), and (ii) Domestic Subsidiary, other than the Borrower, to guarantee the Obligations pursuant to the Guaranty and Collateral Agreement. In connection with the foregoing, the Parent shall, or shall cause such Domestic Subsidiary to, promptly, but in any event no later than 15 days after the acquisition or the formation and organization of such Domestic Subsidiary (or other similar event including the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary pursuant to the terms hereof) or of any Drop Down Entity to, (A) execute and deliver a supplement to the Guaranty and Collateral Agreement, executed by such Domestic Subsidiary, (B) pledge all of the Equity Interests of such Domestic Subsidiary and/or such Drop Down Entity that are owned by the Borrower or any Guarantor (and deliver the original stock certificates, if any, evidencing the Equity Interests of such Domestic Subsidiary and/or such Drop Down Entity, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) Notwithstanding anything to the contrary contained herein, with respect to any real property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent will notify the Borrower of such determination and, (i) if such real property is not then subject to a Lien pursuant to the Security Instruments, such real property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (ii) if such real property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent shall, upon obtaining the consent of the Majority Lenders, release such Lien.

Additional Collateral; Additional Guarantors. (a) The Borrower shall cause each of its Subsidiaries to unconditionally guaranty, on a joint and several basis, the prompt payment and performance of the Indebtedness pursuant to the Guaranty Agreement and, in connection therewith, within fifteen (i15) Within thirty (30) days Business Days (or such longer period not to exceed ninety (90) days later date as the Administrative Agent may agree in its sole discretion) after following any acquisition or creation (Aor similar event) the consummation by any Credit Party of a Material Acquisition (other than any acquisition of Equity Interests in a Drop Down Entity Mortgagor) and (B) each semi-annual period ending on June 30 or December 31, beginning with new Subsidiary following the period beginning on the date hereof and ending on June 30, 2015, and (ii) on the closing date of any Permitted Acquisition pursuant to which a Credit Party acquires Equity Interests in a Drop Down Entity MortgagorEffective Date, the Borrower shall cause such Subsidiary, to (i) become a party to the Credit Parties Guaranty Agreement by executing and any applicable Drop Down Entity Mortgagor delivering an amendment or a supplement to provide the Guaranty Agreement in form and substance acceptable to the Administrative Agent, without duplication, copies of all recorded Deeds and/or Rights of Way (ii) other than with respect to its Midstream Properties that have been received or otherwise acquired by any Credit Party or Drop Down Entity Mortgagor (including any Midstream Properties owned by any Person that is a Drop Down Entity Mortgagor or is required to Logistics Subsidiary Guarantor, become a Guarantor hereunder party to the Security Agreement by executing and delivering an amendment or a supplement to the Security Agreement in which Equity Interests were acquired) as a result of such Material Acquisition or during such period, as applicable, form and substance acceptable to execute and deliver mortgages or other applicable Security Instruments on such Midstream Properties, Deeds and/or Rights of Way in favor of the Administrative Agent, in each case (iii) become a party to the Pledge Agreement by executing and delivering an amendment or a supplement to the Pledge Agreement in form and substance satisfactory acceptable to the Administrative Agent, and (iv) execute and deliver such other additional security documents, closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (b) The Parent and Within fifteen (15) Business Days (or such later date as the Administrative Agent may agree in its sole discretion) following any acquisition or creation (or similar event) of a new Subsidiary following the Effective Date, the Borrower shall promptly cause each (i) Domestic Subsidiary to be a party to the Guaranty and Collateral Agreement pursuant to which such Domestic Subsidiary will grant Liens and security interests in substantially all of its personal property (excluding the assets excluded from the “Collateral” under the Guaranty and Collateral Agreement), and (ii) Domestic Subsidiary, other than the Borrower, to guarantee the Obligations pursuant to the Guaranty and Collateral Agreement. In connection with the foregoing, the Parent shall, or shall cause the applicable Guarantor that owns Equity Interests in such Domestic Subsidiary to, promptly, but in any event no later than 15 days after the acquisition or the formation and organization of such Domestic Subsidiary (or other similar event including the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary pursuant to the terms hereof) or of any Drop Down Entity to, (A) execute and deliver a an amendment or supplement to the Guaranty and Collateral Agreement, executed by such Domestic Subsidiary, (B) Pledge Agreement to confirm the pledge all of the Equity Interests in such new Subsidiary. The Borrower and each Guarantor shall also deliver to the Administrative Agent, together with or prior to its delivery of such Domestic Subsidiary and/or such Drop Down Entity that are owned by the Borrower Pledge Agreement or any Guarantor amendment or supplement thereto as set forth above, (and deliver the A) original stock or equity certificates, if any, evidencing the Equity Interests of such Domestic in each Subsidiary and/or such Drop Down Entityowned by it, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof or, if uncertificated, such other documents as may be reasonably required by the Administrative Agent to perfect the Lien therein by “control” in accordance with the applicable Uniform Commercial Code (including, without limitation, Sections 8-106, 9-106 and 9-314 thereof) and (CB) execute and deliver such other additional security documents, closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) Notwithstanding anything Simultaneously with any Permitted Acquisition and/or acquisition of real property following the Effective Date, the Borrower shall, and shall cause each Subsidiary Guarantor (other than any Logistics Subsidiary Guarantor) to, grant to the contrary contained hereinAdministrative Agent for the benefit of the Secured Parties a first priority Lien, as applicable, in all real and personal Property (including Equity Interests and other securities or interests) (provided that Excepted Liens of the type described in clauses (a) through (c) and (j) of the definition thereof may exist, but subject to the provisos at the end of such definition) acquired by the Borrower or any such Subsidiary Guarantor as part of such acquisition, and the Borrower or such Subsidiary Guarantor, as applicable, shall execute such documents, joinder agreements, financing statements, mortgages, agreements and instruments, and take all action (including obtaining and providing consents, title insurance, surveys and legal opinions) that may be required under applicable law or as the Administrative Agent may request, in order to grant, preserve, protect and perfect such Lien. All such Liens will be created and perfected by and in accordance with the provisions of mortgages, deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. (d) Subject to the foregoing clauses (a) and (b), the Borrower will at all times cause the other tangible and intangible assets and Property of the Borrower and each Subsidiary Guarantor, including such assets and Property acquired after the Effective Date, to be subject to a Lien of the Security Instruments (which, in the case of the Logistics Subsidiary Guarantors, shall be limited to the Lien created under the Pledge Agreement). (e) Notwithstanding any provision in any of the Loan Documents to the contrary, other than with respect to the Sand Hill Lease, the Xxxxxxxx Prop 50 Lease, the Xxxxx Lease and the Xxxxxxx Lease, no Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by the Borrower or any real propertyother Loan Party, if shall be included in the Administrative Agent reasonably determines Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided that (A) the costsBorrower’s or any Subsidiary Guarantor’s, financial as applicable, interests in all lands and otherwiseminerals situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (B) the Borrower shall not, of obtaining and shall not permit any Subsidiary Guarantor to, permit to exist any Lien on any Building or maintaining a LienManufactured (Mobile) Home except Excepted Liens; provided, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit further, that, upon written notice to the Secured Parties of the security afforded therebyBorrower, the Administrative Agent will notify may require the Borrower or any Subsidiary Guarantor to obtain flood insurance in such amounts as are required by the applicable Flood Insurance Regulations and at such time the previously excluded Building or Manufactured (Mobile) Home shall then be included in the Mortgaged Property and under the Security Instruments and the Borrower or such Subsidiary Guarantor shall execute and deliver such additional documents, instruments, agreements and financing statements as shall be necessary to evidence the same, at the Borrower’s sole cost and expense. (f) The Borrower will, and will cause each of the Non-Logistics Subsidiary Guarantors to, deliver to the Administrative Agent Blocked Account Control Agreements (in each case duly executed and delivered by the relevant Loan Party and relevant depository bank) covering such determination and, Deposit Accounts (iother than Excluded Accounts (as such term is defined in the Security Agreement)) if such real property is as shall be necessary to ensure that the aggregate balance of all Deposit Accounts (other than Excluded Accounts) not then subject to a Lien pursuant to the Security Instruments, such real property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (ii) if such real property Blocked Account Control Agreement at any given time is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent shall, upon obtaining the consent of the Majority Lenders, release such Lienless than $500,000.

Additional Collateral; Additional Guarantors. At the Borrower’s expense, subject to the terms, conditions and provisions of the Collateral and Guarantee Requirement, and any applicable limitation in the Agreed Security Principles and any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent and/or the Mexican Collateral Agent, as applicable, to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including: (a) Upon the acquisition of any new direct or indirect Material Subsidiary (iin each case, other than an Excluded Subsidiary) Within thirty by any Loan Party (30) other than Holdings), within 45 days (after such formation or acquisition, or such longer period not to exceed ninety (90) days as the Administrative Agent may agree in writing in its sole discretion, take and cause such Material Subsidiary to duly execute and deliver to the Administrative Agent a joinder to this Agreement to become a Guarantor; (b) Within 45 days after the date by which a Compliance Certificate is required to be delivered pursuant to Section 6.02 (or such longer period as the Administrative Agent may in each case agree in writing in its discretion) cause any direct or indirect Subsidiary (other than an Excluded Subsidiary) of the Borrower that has become a Material Subsidiary during the period covered by such Compliance Certificate pursuant to clause (b) of the definition of “Material Subsidiary”, take and cause such Material Subsidiary to duly execute and deliver to the Administrative Agent a joinder to this Agreement to become a Guarantor; (c) [Reserved]; (d) Not later than 90 days (or such longer period as the Administrative Agent may agree in writing in its discretion) after (Ai) the consummation any Hotel Real Property is acquired by any Credit Party a direct or indirect Subsidiary of a Material Acquisition (other than any acquisition of Equity Interests in a Drop Down Entity Mortgagor) and (B) each semi-annual period ending on June 30 or December 31, beginning with the period beginning on the date hereof and ending on June 30, 2015, and (ii) on the closing date of any Permitted Acquisition pursuant to which a Credit Party acquires Equity Interests in a Drop Down Entity Mortgagor, the Borrower shall cause the Credit Parties and any applicable Drop Down Entity Mortgagor to provide to the Administrative Agent, without duplication, copies of all recorded Deeds and/or Rights of Way with respect to its Midstream Properties that have been received or otherwise acquired by any Credit Party or Drop Down Entity Mortgagor (including any Midstream Properties owned by any Person that is a Drop Down Entity Mortgagor or is required to become a Guarantor hereunder in which Equity Interests were acquired(other than a Non-Recourse Subsidiary) as after the Closing Date or (ii) an entity is acquired by a result direct or indirect Subsidiary of the Borrower and such entity owns a Hotel Real Property at the time of such Material Acquisition or during such periodacquisition (in each case, as applicablea “Hotel Acquisition”), and if (and only if) immediately after giving effect to execute any such acquisition (x) the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.08) is more than 3.50:1.00 (as of the last day of the most recently ended Test Period) or (y) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.08) is more than 4.25:1.00 (as of the last day of the most recently ended Test Period) (clauses (x) and deliver mortgages or other applicable Security Instruments on (y), collectively, the “Ratio Mortgage Requirement”), cause such Midstream Properties, Deeds and/or Rights of Way Hotel Real Property to be subject to a Mortgage in favor of the Administrative Agent or, as the case may be, the Mexican Collateral Agent, in each case for the benefit of the Secured Parties, and take, or cause the relevant Subsidiary to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or, as applicable, the Mexican Collateral Agent, to grant and perfect or record such Lien, in form each case to the extent required by, and substance satisfactory subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and the Agreed Security Principles and to otherwise comply with the requirements thereof; it being understood and agreed that the cost-benefit analysis referred to in section 1(b) of the Agreed Security Principles shall apply to the granting and/or perfection of a Mortgage pursuant to this Section 6.11(d); provided, that if, immediately after giving effect to any such acquisition, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.08) is greater than 5.00:1.00, the cost-benefit analysis referred to in section 1(b) of the Agreed Security Principles shall not apply to the granting and/or perfection of a Mortgage pursuant to this Section 6.11(d) (which granting and perfection shall be required in any case irrespective of the amount of the recordation costs, notarial fees and/or other costs associated therewith); provided further that nothing in this Section 6.11(d) shall prevent the Administrative Agent from limiting or revising the requirements applicable to the granting and/or perfection of any Mortgage, as it may deem appropriate (in its sole discretion) in order to reduce the recordation costs, notarial fees and/or other costs associated therewith, including by limiting the amount of Indebtedness secured by such Mortgage; (e) At the time that any Mortgage is granted pursuant to Section 6.11(d) (or such longer period as the Administrative Agent may agree in writing in its discretion), take and cause any direct or indirect Subsidiary of the Borrower (other than a Non-Recourse Subsidiary), if (and only if) the corresponding Ratio Mortgage Requirement is met, to take whatever action as may be necessary or reasonably requested by the Administrative Agent to comply, as regards all tangible and intangible assets of the entity owning the Hotel Real Property subject to that Hotel Acquisition and subject to the limitations and exceptions of the Agreed Security Principles, with the requirements set forth in clause (e) of the definition of “Collateral and Guarantee Requirement”; (f) Not later than 90 days (of such longer period as the Administrative Agent may agree in writing in its discretion) after the date on which a Hotel Acquisition is consummated, take and cause any direct or indirect Subsidiary of the Borrower (other than a Non-Recourse Subsidiary), if (and only if) the corresponding Ratio Mortgage Requirement is met, to take whatever action as may be necessary or reasonably requested by the Administrative Agent to comply, with respect to the Hotel Real Property subject to such Hotel Acquisition, with the requirements as regards security interest in Equity Interests set forth in clause (c) of the definition of “Collateral and Guarantee Requirement”; (g) If reasonably requested by the Administrative Agent or the Mexican Collateral Agent, as applicable, within 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 and, if applicable, the Mexican Collateral Agent a signed copy of an opinion, addressed to the Administrative Agent., the Lenders and, if applicable, the Mexican Collateral Agent, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent or, as applicable, the Mexican Collateral Agent, as to such customary matters set forth in this Section 6.11 as it may reasonably request; and (bh) The Parent and the Borrower shall As promptly cause each (i) Domestic Subsidiary to be a party to the Guaranty and Collateral Agreement pursuant to which such Domestic Subsidiary will grant Liens and security interests in substantially all of its personal property (excluding the assets excluded from the “Collateral” under the Guaranty and Collateral Agreement), and (ii) Domestic Subsidiary, other than the Borrower, to guarantee the Obligations pursuant to the Guaranty and Collateral Agreement. In connection with the foregoing, the Parent shall, or shall cause such Domestic Subsidiary to, promptly, but in any event no later than 15 days as reasonably practicable after the acquisition or the formation and organization of such Domestic Subsidiary (or other similar event including the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary pursuant to the terms hereof) or of any Drop Down Entity to, (A) execute and deliver a supplement to the Guaranty and Collateral Agreement, executed by such Domestic Subsidiary, (B) pledge all of the Equity Interests of such Domestic Subsidiary and/or such Drop Down Entity that are owned by the Borrower or any Guarantor (and deliver the original stock certificates, if any, evidencing the Equity Interests of such Domestic Subsidiary and/or such Drop Down Entity, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested request therefor by the Administrative Agent or, as applicable, the Mexican Collateral Agent. (c) Notwithstanding anything , deliver to the contrary contained hereinAdministrative Agent and, if relevant, the Mexican Collateral Agent with respect to any real propertyMortgaged Property added to the Collateral pursuant to this Section 6.11, if any existing title reports or abstracts, to the extent available and in the possession or control of a Loan Party. Notwithstanding anything herein to the contrary, no Mortgage in the United States shall be recorded with respect to Mortgaged Property pursuant to the foregoing or the Collateral and Guarantee Requirement until each Lender expressly requesting flood due diligence has received written notice of such Mortgage at least 45 days prior to such recording and each such Lender has confirmed satisfactory completion of flood due diligence and flood insurance compliance procedures in respect of Flood Insurance Laws or as otherwise required by the Lenders. The Borrower shall from time to time, at the expense of the Borrower, (a) promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or (b) at the reasonable request of the Administrative Agent and/or the Mexican Collateral Agent, as applicable, take such steps as may be reasonably determines that necessary or desirable, to create and/or maintain the costsvalidity, financial perfection or priority of and otherwise, of obtaining protect any security interest granted hereby or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements to enable the Administrative Agent and the Mexican Collateral Agent to exercise and enforce their rights and remedies hereunder with respect to such a Lien outweigh any Collateral. The parties hereto acknowledge and agree that the benefit to the Secured Parties of the security afforded thereby, the Administrative Mexican Collateral Agent will notify have no additional duty as to any Collateral or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Borrower of such determination and, (i) if such real property is not then subject to a Lien pursuant to the Security Instruments, such real property shall Mexican Collateral Agent will not be required to become subject to a Lien pursuant to responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the Security Instruments and, (ii) if such real property is already subject to a Lien pursuant to perfection of any Liens on the Security Instruments, the Administrative Agent shall, upon obtaining the consent of the Majority Lenders, release such LienCollateral under local Law.

Additional Collateral; Additional Guarantors. (a) (i) Within thirty (30) days (or such longer period not to exceed ninety (90) days as In connection with each redetermination of the Administrative Agent may agree in its sole discretion) after (A) the consummation by any Credit Party of a Material Acquisition (other than any acquisition of Equity Interests in a Drop Down Entity Mortgagor) and (B) each semi-annual period ending on June 30 or December 31, beginning with the period beginning on the date hereof and ending on June 30, 2015, and (ii) on the closing date of any Permitted Acquisition pursuant to which a Credit Party acquires Equity Interests in a Drop Down Entity MortgagorBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties to ascertain whether the Mortgaged Properties have a PV9% value of not less than the Minimum Collateral Value, based upon the Administrative Agent’s then current commodity price projections and assumptions. In connection with such review, the Borrower shall supply the Administrative Agent with a written report of the calculations used to determine such PV9% value of the Mortgaged Properties certified by a Responsible Officer of the Borrower. In the event that the Mortgaged Properties do not have a PV9% value of at least the Minimum Collateral Value, then the Borrower shall, and shall cause the Credit Parties and any applicable Drop Down Entity Mortgagor to provide each Restricted Subsidiary to, grant to the Administrative AgentAgent as security for the Indebtedness a first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e), without duplication(g) and (h) of the definition thereof) on additional Oil and Gas Properties (other than those not included in the most recently delivered Reserve Report) such that after giving effect thereto, copies the Mortgaged Properties will have a PV9% value, based upon such projections and assumptions, of all recorded Deeds and/or Rights of Way with respect to its Midstream Properties that not less than the Minimum Collateral Value; provided, if no Permitted Senior Debt shall have been received or otherwise acquired issued and be outstanding pursuant to Section 9.02(j), if such first-priority Lien interests on additional Oil and Gas Properties shall not have been granted within the time period allowed therefor, the Borrowing Base shall be automatically reduced to an amount equal to the PV9% value of the Mortgaged Properties. All such Liens will be created and perfected by any Credit Party or Drop Down Entity Mortgagor (including any Midstream Properties owned by any Person that is a Drop Down Entity Mortgagor or is required to become a Guarantor hereunder and in which Equity Interests were acquired) as a result accordance with the provisions of such Material Acquisition or during such perioddeeds of trust, as applicablesecurity agreements and financing statements, and to execute and deliver mortgages or other applicable Security Instruments on such Midstream PropertiesInstruments, Deeds and/or Rights of Way in favor of the Administrative Agent, in each case all in form and substance reasonably satisfactory to the Administrative AgentAgent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties that are included in the most recently delivered Reserve Report and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.09(b). (b) The Parent Borrower and the Borrower Parent MLP shall notify the Administrative Agent at the time that any Person becomes a Restricted Subsidiary, and promptly thereafter (and in any event within 30 days) cause each (i) Domestic any such Restricted Subsidiary that is not an Excluded Subsidiary to be a party guarantee the Indebtedness pursuant to the Guaranty Guarantee Agreement; provided, (x) BSAP II GP, L.L.C and Collateral Agreement pursuant the Parent MLP GP shall not be required to which guarantee the Indebtedness, (y) Black Stone Natural Resources Management Company shall not be required to guarantee the Indebtedness unless it shall have consolidated net tangible assets (other than any such Domestic Subsidiary will grant Liens assets to be used for the purpose of funding payroll, compensation and security interests benefits and other disbursements) in substantially all excess of its personal property (excluding the assets excluded from the “Collateral” under the Guaranty and Collateral Agreement)$5,000,000, and (iiz) Domestic Subsidiary, other than the Borrower, any Restricted Subsidiary shall not be required to guarantee the Obligations pursuant Indebtedness unless it shall have either (x) consolidated net tangible assets (other than any such assets to be used for the Guaranty purpose of funding payroll, compensation and Collateral Agreementbenefits and other disbursements) in excess of $5,000,000 or (y) Oil and Gas Properties included in the Borrowing Base. In connection with any such guarantee by the foregoingParent MLP and/or any such Restricted Subsidiary that is not an Excluded Subsidiary, the Borrower and/or the Parent MLP, as applicable, shall, or shall cause such Domestic Subsidiary to, promptly, but in any event no later than 15 days after the acquisition or the formation and organization of such Domestic Subsidiary (or other similar event including the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary pursuant to the terms hereof) or of any Drop Down Entity to, (Ai) execute and deliver a supplement to the Guaranty and Collateral Agreement, Guarantee Agreement executed by such Domestic Subsidiary, (Bii) pledge all of the Equity Interests capital stock of such Domestic new Subsidiary and/or such Drop Down Entity that are owned by the Borrower or any Guarantor (and deliver the including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests capital stock of such Domestic Subsidiary and/or such Drop Down EntitySubsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (Ciii) 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 and/or one or more Guarantors forms or acquires any interests in a Restricted Subsidiary that is a First-Tier Foreign Subsidiary or FSHCO, the Borrower or the Parent MLP shall, or shall cause such Guarantor to, (iii) pledge 65% of the voting capital stock and all of the non-voting capital stock owned by the Borrower, the Parent MLP and/or a Guarantor of such new First-Tier Foreign Subsidiary or FSHCO (including, without limitation, if applicable, delivery of original stock certificates evidencing the capital stock of such Person, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iv) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. For the avoidance of doubt, none of the capital stock of a Foreign Subsidiary that is not a First-Tier Foreign Subsidiary shall be pledged. (c) Notwithstanding anything to In the contrary contained hereinevent that an Event of Default occurs or a Deficiency continues beyond any applicable cure period, with respect to any real propertythe Borrower and the Parent MLP shall, if and shall cause each Guarantor to, immediately execute and deliver documentation in the form requested by the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining granting a Lien, perfecting a first priority Lien and/or complying with on all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded therebyBorrower’s and the Guarantors’ Property that is not then Mortgaged Property. (d) Each Loan Party will cause each of their respective Deposit Accounts, Commodities Accounts or Securities Accounts (in each case, other than Excluded Accounts) to at all times either be maintained with the Administrative Agent will notify the Borrower of such determination and, (i) if such real property is not then or subject to a Lien pursuant to the Security Instruments, such real property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (ii) if such real property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent shall, upon obtaining the consent of the Majority Lenders, release such Lienan Account Control Agreement.

Additional Collateral; Additional Guarantors. At the Borrower’ expense, subject to the terms, conditions and provisions of the Collateral and Guarantee Requirement, and any applicable limitation in the Agreed Security Principles and any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent and/or the Mexican Collateral Agent, as applicable, to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including: (a) Upon the acquisition of any new direct or indirect Material Subsidiary (iin each case, other than an Excluded Subsidiary) Within thirty by any Loan Party (30) other than Holdings), within 45 days (after such formation or acquisition, or such longer period not to exceed ninety (90) days as the Administrative Agent may agree in writing in its sole discretion, take and cause such Material Subsidiary to duly execute and deliver to the Administrative Agent a joinder to this Agreement to become a Guarantor; (b) Within 45 days after the date by which a Compliance Certificate is required to be delivered pursuant to Section 6.02 (or such longer period as the Administrative Agent may in each case agree in writing in its discretion) cause any direct or indirect Subsidiary (other than an Excluded Subsidiary) of the Borrower that has become a Material Subsidiary during the period covered by such Compliance Certificate pursuant to clause (b) of the definition of “Material Subsidiary”, take and cause such Material Subsidiary to duly execute and deliver to the Administrative Agent a joinder to this Agreement to become a Guarantor; (c) [Reserved]; (d) Not later than 90 days (or such longer period as the Administrative Agent may agree in writing in its discretion) after (Ai) the consummation any Hotel Real Property is acquired by any Credit Party a direct or indirect Subsidiary of a Material Acquisition (other than any acquisition of Equity Interests in a Drop Down Entity Mortgagor) and (B) each semi-annual period ending on June 30 or December 31, beginning with the period beginning on the date hereof and ending on June 30, 2015, and (ii) on the closing date of any Permitted Acquisition pursuant to which a Credit Party acquires Equity Interests in a Drop Down Entity Mortgagor, the Borrower shall cause the Credit Parties and any applicable Drop Down Entity Mortgagor to provide to the Administrative Agent, without duplication, copies of all recorded Deeds and/or Rights of Way with respect to its Midstream Properties that have been received or otherwise acquired by any Credit Party or Drop Down Entity Mortgagor (including any Midstream Properties owned by any Person that is a Drop Down Entity Mortgagor or is required to become a Guarantor hereunder in which Equity Interests were acquired(other than a Non-Recourse Subsidiary) as after the Closing Date or (ii) an entity is acquired by a result direct or indirect Subsidiary of the Borrower and such entity owns a Hotel Real Property at the time of such Material Acquisition or during such periodacquisition (in each case, as applicablea “Hotel Acquisition”), and if (and only if) immediately after giving effect to execute any such acquisition (x) the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.08) is more than 3.50:1.00 (as of the last day of the most recently ended Test Period) or (y) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.08) is more than 4.25:1.00 (as of the last day of the most recently ended Test Period) (clauses (x) and deliver mortgages or other applicable Security Instruments on (y), collectively, the “Ratio Mortgage Requirement”), cause such Midstream Properties, Deeds and/or Rights of Way Hotel Property to be subject to a Mortgage in favor of the Administrative Agent or, as the case may be, the Mexican Collateral Agent, in each case for the benefit of the Secured Parties, and take, or cause the relevant Subsidiary to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or, as applicable, the Mexican Collateral Agent, to grant and perfect or record such Lien, in form each case to the extent required by, and substance satisfactory subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and the Agreed Security Principles and to otherwise comply with the requirements thereof; it being understood and agreed that the cost-benefit analysis referred to in section 1(b) of the Agreed Security Principles shall apply to the granting and/or perfection of a Mortgage pursuant to this Section 6.11(d); provided, that if, immediately after giving effect to any such acquisition, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.08) is greater than 5.00:1.00, the cost-benefit analysis referred to in section 1(b) of the Agreed Security Principles shall not apply to the granting and/or perfection of a Mortgage pursuant to this Section 6.11(d) (which granting and perfection shall be required in any case irrespective of the amount of the recordation costs, notarial fees and/or other costs associated therewith); provided further that nothing in this Section 6.11(d) shall prevent the Administrative Agent from limiting or revising the requirements applicable to the granting and/or perfection of any Mortgage, as it may deem appropriate (in its sole discretion) in order to reduce the recordation costs, notarial fees and/or other costs associated therewith, including by limiting the amount of Indebtedness secured by such Mortgage; (e) At the time that any Mortgage is granted pursuant to Section 6.11(d) (or such longer period as the Administrative Agent may agree in writing in its discretion), take and cause any direct or indirect Subsidiary of the Borrower (other than a Non-Recourse Subsidiary), if (and only if) the corresponding Ratio Mortgage Requirement is met, to take whatever action as may be necessary or reasonably requested by the Administrative Agent to comply, as regards all tangible and intangible assets of the entity owning the Hotel Real Property subject to that Hotel Acquisition and subject to the limitations and exceptions of the Agreed Security Principles, with the requirements set forth in clause (e) of the definition of “Collateral and Guarantee Requirement”; (f) Not later than 90 days (of such longer period as the Administrative Agent may agree in writing in its discretion) after the date on which a Hotel Acquisition is consummated, take and cause any direct or indirect Subsidiary of the Borrower (other than a Non-Recourse Subsidiary), if (and only if) the corresponding Ratio Mortgage Requirement is met, to take whatever action as may be necessary or reasonably requested by the Administrative Agent to comply, with respect to the Hotel Real Property subject to such Hotel Acquisition, with the requirements as regards security interest in Equity Interests set forth in clause (c) of the definition of “Collateral and Guarantee Requirement”; (g) If reasonably requested by the Administrative Agent or the Mexican Collateral Agent, as applicable, within 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 and, if applicable, the Mexican Collateral Agent a signed copy of an opinion, addressed to the Administrative Agent., the Lenders and, if applicable, the Mexican Collateral Agent , of counsel for the Loan Parties reasonably acceptable to the Administrative Agent or, as applicable, the Mexican Collateral Agent, as to such customary matters set forth in this Section 6.11 as it may reasonably request; and (bh) The Parent and the Borrower shall As promptly cause each (i) Domestic Subsidiary to be a party to the Guaranty and Collateral Agreement pursuant to which such Domestic Subsidiary will grant Liens and security interests in substantially all of its personal property (excluding the assets excluded from the “Collateral” under the Guaranty and Collateral Agreement), and (ii) Domestic Subsidiary, other than the Borrower, to guarantee the Obligations pursuant to the Guaranty and Collateral Agreement. In connection with the foregoing, the Parent shall, or shall cause such Domestic Subsidiary to, promptly, but in any event no later than 15 days as reasonably practicable after the acquisition or the formation and organization of such Domestic Subsidiary (or other similar event including the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary pursuant to the terms hereof) or of any Drop Down Entity to, (A) execute and deliver a supplement to the Guaranty and Collateral Agreement, executed by such Domestic Subsidiary, (B) pledge all of the Equity Interests of such Domestic Subsidiary and/or such Drop Down Entity that are owned by the Borrower or any Guarantor (and deliver the original stock certificates, if any, evidencing the Equity Interests of such Domestic Subsidiary and/or such Drop Down Entity, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested request therefor by the Administrative Agent or, as applicable, the Mexican Collateral Agent. (c) Notwithstanding anything , deliver to the contrary contained hereinAdministrative Agent and, if relevant, the Mexican Collateral Agent with respect to any real propertyMortgaged Property added to the Collateral pursuant to this Section 6.11, if any existing title reports or abstracts, to the Administrative Agent reasonably determines that extent available and in the costspossession or control of a Loan Party. Notwithstanding anything herein to the contrary, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements no Mortgage in the United States shall be recorded with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent will notify the Borrower of such determination and, (i) if such real property is not then subject to a Lien Mortgaged Property pursuant to the Security Instruments, foregoing or the Collateral and Guarantee Requirement until each Lender expressly requesting flood due diligence has received written notice of such real property shall not be Mortgage at least 45 days prior to such recording and each such Lender has confirmed satisfactory completion of flood due diligence and flood insurance compliance procedures in respect of Flood Insurance Laws or as otherwise required to become subject to a Lien pursuant to by the Security Instruments and, (ii) if such real property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent shall, upon obtaining the consent of the Majority Lenders, release such Lien.

Additional Collateral; Additional Guarantors. At its sole expense, take all action necessary or reasonably requested by the Collateral Agent to ensure that (a) (i) Within within thirty (30) days days, or such longer period as the Collateral Agent may agree in writing, after the formation or acquisition of any new direct or indirect wholly-owned Subsidiary by any Obligor: (i) 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 Lien 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 acquired after the Closing Date by any Obligor as to which the Collateral Agent, for the benefit of the Note Purchasers, does not have a perfected Lien, promptly (but in any event within thirty (30) Business Days (or such longer period not to exceed ninety (90) days as the Administrative Collateral Agent may agree in its sole discretionwriting) after such acquisition: (Ai) execute and deliver to the consummation by Collateral Agent such documents (including financing statements, any Credit Party control agreement or account pledge agreement or any joinders or supplements to any Security Documents) as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the ratable benefit of the Note Purchasers, a Material Acquisition perfected security interest and Lien in such property on a first priority basis (other than any acquisition Permitted Liens arising by operation of Equity Interests in a Drop Down Entity Mortgagor) and (B) each semi-annual period ending on June 30 or December 31, beginning with the period beginning on the date hereof and ending on June 30, 2015, and (ii) on the closing date of any Permitted Acquisition pursuant to which a Credit Party acquires Equity Interests in a Drop Down Entity Mortgagor, the Borrower shall cause the Credit Parties and any applicable Drop Down Entity Mortgagor to provide to the Administrative Agent, without duplication, copies of all recorded Deeds and/or Rights of Way with respect to its Midstream Properties that have been received law or otherwise acquired by any Credit Party or Drop Down Entity Mortgagor (including any Midstream Properties owned by any Person that is a Drop Down Entity Mortgagor or is required to become a Guarantor hereunder in which Equity Interests were acquired) as a result of such Material Acquisition or during such period, as applicable, and to execute and deliver mortgages or other applicable Security Instruments on such Midstream Properties, Deeds and/or Rights of Way in favor of the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent. (b) The Parent and the Borrower shall promptly cause each (i) Domestic Subsidiary to be a party to the Guaranty and Collateral Agreement pursuant to which such Domestic Subsidiary will grant Liens and security interests in substantially all of its personal property (excluding the assets excluded from the “Collateral” expressly permitted under the Guaranty and Collateral this Agreement), and (ii) Domestic Subsidiarytake all actions as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the ratable benefit of the Note Purchasers, a perfected security interest and Lien in such property on a first priority basis (other than the Borrower, to guarantee the Obligations pursuant to the Guaranty and Collateral any Permitted Liens arising by operation of law or otherwise expressly permitted under this Agreement). In connection with Notwithstanding the foregoing, the Parent shall, or no action shall cause such Domestic Subsidiary to, promptly, but be required under this Section 6.12 (x) in respect of any event no later than 15 days after the acquisition or the formation and organization of such Domestic Subsidiary (or other similar event including the redesignation of an Unrestricted Subsidiary as Person that is not required to become a Restricted Guarantor Subsidiary pursuant to the terms hereofproviso set forth in the definition thereof or (y) or of any Drop Down Entity to, (A) execute and deliver a supplement to the Guaranty and Collateral Agreement, executed by such Domestic Subsidiary, (B) pledge all of extent expressly excluded from being required under the Equity Interests of such Domestic Subsidiary and/or such Drop Down Entity that are owned by the Borrower or any Guarantor (and deliver the original stock certificates, if any, evidencing the Equity Interests of such Domestic Subsidiary and/or such Drop Down Entity, together with an appropriate undated stock power for each certificate duly executed proviso in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentSection 4.2. (c) Notwithstanding anything to the contrary contained herein, with respect to any real property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent will notify the Borrower of such determination and, (i) if such real property is not then subject to a Lien pursuant to the Security Instruments, such real property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (ii) if such real property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent shall, upon obtaining the consent of the Majority Lenders, release such Lien.

Additional Collateral; Additional Guarantors. (a) Subject to the terms of the Intercreditor Agreement and this Section 5.11, with respect to (i1) Within 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, or any Person becoming a Specified Aleris Subsidiary, has ceased to be Excluded Property, promptly (and in any event (w) in the case of newly acquired property, within thirty (30) days after the acquisition thereof, (or such longer period not to exceed ninety (90x) days as in the Administrative Agent may agree in its sole discretion) after (A) the consummation by any Credit Party case of a Material Acquisition (other than any acquisition of Equity Interests in a Drop Down Entity Mortgagor) and (B) each semi-annual period ending on June 30 or December 31, beginning with the period beginning on the date hereof and ending on June 30, 2015, and (ii) on the closing date of any Permitted Acquisition pursuant to which a Credit Party acquires Equity Interests in a Drop Down Entity Mortgagor, the Borrower shall cause the Credit Parties and any applicable Drop Down Entity Mortgagor to provide to the Administrative Agent, without duplication, copies of all recorded Deeds and/or Rights of Way with respect to its Midstream Properties property that have been received or otherwise acquired by any Credit Party or Drop Down Entity Mortgagor (including any Midstream Properties owned by any Person that is a Drop Down Entity Mortgagor or is required to become a Guarantor hereunder in which Equity Interests were acquired) was Excluded Property as a result of such Material Acquisition the U.S. Hold Separate Order or during such periodany U.S. Hold Separate Agreement, as applicable, and to execute and deliver mortgages or other applicable Security Instruments on such Midstream Properties, Deeds and/or Rights of Way in favor of the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent. within thirty (b30) The Parent and the Borrower shall promptly cause each (i) Domestic Subsidiary to be a party to the Guaranty and Collateral Agreement pursuant to which such Domestic Subsidiary will grant Liens and security interests in substantially all of its personal property (excluding the assets excluded from the “Collateral” under the Guaranty and Collateral Agreement), and (ii) Domestic Subsidiary, other than the Borrower, to guarantee the Obligations pursuant to the Guaranty and Collateral Agreement. In connection with the foregoing, the Parent shall, or shall cause such Domestic Subsidiary to, promptly, but in any event no later than 15 days after the acquisition or date such property ceases to be Excluded Property, (y) in the formation and organization of such Domestic Subsidiary (or other similar event including the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary pursuant to the terms hereof) or case of any Drop Down Entity toother property that was Excluded Property, within thirty (A30) execute and deliver a supplement days after the end of fiscal quarter in which such property ceases to the Guaranty and Collateral Agreement, executed by such Domestic Subsidiary, (B) pledge all of the Equity Interests of such Domestic Subsidiary and/or such Drop Down Entity that are owned by the Borrower or any Guarantor (and deliver the original stock certificates, if any, evidencing the Equity Interests of such Domestic Subsidiary and/or such Drop Down Entity, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) Notwithstanding anything to the contrary contained herein, with respect to any real property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent will notify the Borrower of such determination and, (i) if such real property is not then subject to a Lien pursuant to the Security Instruments, such real property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (ii) if such real property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent shall, upon obtaining the consent of the Majority Lenders, release such Lien.Excluded Property;

Additional Collateral; Additional Guarantors. (a) (i) Within thirty (30) days (or such longer period not to exceed ninety (90) days as the Administrative Agent may agree in its sole discretion) after (A) the consummation by any Credit Party of a Material Acquisition (other than any acquisition of Equity Interests in a Drop Down Entity MortgagorDevCo) and (B) each semi-annual period ending on June 30 or December 31, beginning with the period beginning on the date hereof and ending on June 30December 31, 20152017, and (ii) on the closing date of any Permitted Acquisition pursuant to which a Credit Party acquires Equity Interests in a Drop Down Entity MortgagorAcquisition, the Borrower shall cause the Credit Parties and any applicable Drop Down Entity Mortgagor 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 that have been received or otherwise acquired by any Credit Party or Drop Down Entity Mortgagor DevCo (including any Midstream Properties owned by any Person that is a Drop Down Entity Mortgagor DevCo or is required to become a Guarantor hereunder in which Equity Interests were acquired) as a result of such Material Acquisition or during such period, as applicable, and to execute and deliver mortgages or other applicable Security Instruments on such Midstream Properties, Deeds and/or Rights of Way in favor of the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent. In connection with the foregoing, to the extent reasonably 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 (z) legal opinions, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (b) The Parent and the Borrower shall promptly cause each (i) Domestic Subsidiary to be a party to the Guaranty and Collateral Agreement pursuant to which such Domestic Subsidiary will grant Liens and security interests in substantially all of its personal property (excluding the assets excluded from the “Collateral” under the Guaranty and Collateral Agreement)Material Subsidiary, and (ii) Domestic Subsidiary, any other than the BorrowerRestricted Subsidiary that guarantees any Debt of any other Credit Party, to guarantee the Obligations Indebtedness pursuant to the Guaranty and Collateral Security Agreement; provided that the foregoing shall not apply to any DevCo until such time that the DevCo is a Wholly-Owned Subsidiary. In connection with the foregoingany such guaranty, the Parent shall, or and the Borrower shall (i) cause such Domestic Subsidiary toto execute and deliver the Guaranty and Security Agreement or a supplement thereto, promptlyas applicable, but (ii) cause the Credit Party that owns Equity Interests in any event no later than 15 days after the acquisition or the formation and organization of such Domestic Subsidiary (or other similar event including the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary pursuant to the terms hereof) or of any Drop Down Entity to, (A) execute and deliver a supplement to the Guaranty and Collateral Agreement, executed by such Domestic Subsidiary, (B) pledge all of the Equity Interests of such new Domestic Subsidiary and/or such Drop Down Entity that are owned by pursuant to the Borrower or any Guarantor Guaranty and Security Agreement (and deliver the including, without limitation, delivery (if applicable) of original stock certificates, if any, certificates evidencing the Equity Interests of such Domestic Subsidiary and/or such Drop Down EntitySubsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (Ciii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) Notwithstanding anything The Parent and the Borrower will in connection with any deposit account and/or any securities account (other than an Excluded Account for so long as it is an Excluded Account) established, held or maintained by a Credit Party after the Effective Date, cause such deposit account and/or securities account (other than an Excluded Account for so long as it is an Excluded Account) to be subject to a Control Agreement prior to depositing any funds or other Property therein or prior to such deposit account or securities account ceasing to become an Excluded Account and at all times thereafter. (d) The Parent and the Borrower shall promptly cause each DevCo to guarantee the Indebtedness pursuant to the contrary contained herein, DevCo Guaranty. In connection with respect to any real property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded therebyguaranty, the Administrative Agent will notify Parent and the Borrower of such determination and, shall (i) if cause such real property is not then subject DevCo to execute and deliver a Lien pursuant to the Security Instruments, such real property shall not be required to become subject to a Lien pursuant to the Security Instruments andDevCo Mortgage, (ii) if cause the Credit Party that owns Equity Interests in such real property is already subject Domestic Subsidiary to a Lien pledge all of the Equity Interests of each DevCo pursuant to the Guaranty and Security InstrumentsAgreement (including, without limitation, delivery (if applicable) of original certificates evidencing the Equity Interests of such DevCo, 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 shallAgent. Upon the date that a DevCo becomes a Wholly-Owned Subsidiary, upon obtaining (x) the consent of Borrower shall immediately cause such DevCo to execute a joinder and/or supplement to the Majority LendersGuaranty and Security Agreement, release which shall supersede and replace the DevCo Guaranty executed by such LienDevCo and (y) such Wholly-Owned Subsidiary shall be deemed to be a Credit Party (and not a DevCo) under the Loan Documents.

Additional Collateral; Additional Guarantors. (a) On the Closing Date, the Borrower shall grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected Lien (isubject only to Liens permitted pursuant to Section 6.03) Within in substantially all of its assets pursuant to the Guarantee and Collateral Agreement and Mortgages. (b) If the Borrower shall form, acquire or otherwise own a Subsidiary after the Closing Date, the Borrower shall promptly (but, in any event, within thirty (30) days of formation or acquisition (or such longer period not later date agreed to exceed ninety by the Lender)) cause such Subsidiary to (90i) days as guarantee the Administrative Agent may agree in its sole discretionpayment and performance of the Obligations pursuant to the Guarantee and Collateral Agreement (or supplements or joinders thereto) after (A) the consummation by any Credit Party of a Material Acquisition (other than any acquisition of Equity Interests in a Drop Down Entity Mortgagor) and (B) each semi-annual period ending on June 30 or December 31, beginning with the period beginning on the date hereof and ending on June 30, 2015, and (ii) on grant to the closing date Lender, for the benefit of any Permitted Acquisition the Secured Parties, a perfected Lien (subject only to Liens permitted pursuant to which a Credit Party acquires Equity Interests in a Drop Down Entity Mortgagor, the Borrower shall cause the Credit Parties and any applicable Drop Down Entity Mortgagor to provide to the Administrative Agent, without duplication, copies of all recorded Deeds and/or Rights of Way with respect to its Midstream Properties that have been received or otherwise acquired by any Credit Party or Drop Down Entity Mortgagor (including any Midstream Properties owned by any Person that is a Drop Down Entity Mortgagor or is required to become a Guarantor hereunder in which Equity Interests were acquiredSection 6.03) as a result of such Material Acquisition or during such period, as applicable, and to execute and deliver mortgages or other applicable Security Instruments on such Midstream Properties, Deeds and/or Rights of Way in favor of the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent. (b) The Parent and the Borrower shall promptly cause each (i) Domestic Subsidiary to be a party to the Guaranty and Collateral Agreement pursuant to which such Domestic Subsidiary will grant Liens and security interests in substantially all of its personal property (excluding the assets excluded from the “Collateral” under the Guaranty and Collateral Agreement), and (ii) Domestic Subsidiary, other than the Borrower, to guarantee the Obligations pursuant to the Guaranty Guarantee and Collateral AgreementAgreement (or supplements or joinders thereto) and any Mortgages. In connection with the foregoingany such guaranty, the Parent shall, or Borrower shall cause such Domestic Subsidiary to, promptly, but in any event no later than 15 days after the acquisition or the formation and organization of such Domestic Subsidiary (or other similar event including the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary pursuant to the terms hereof) or of any Drop Down Entity to, (A) execute and deliver (or cause the applicable Person to execute and deliver) such other additional closing documents, legal opinions and certificates as shall reasonably be requested by the Lender. (c) In the event that any Credit Party becomes the owner of a supplement to the Guaranty and Collateral Agreement, executed by such Domestic Subsidiary, then the Credit Party shall (Bi) pledge one hundred percent (100%) of all of the Equity Interests of such Domestic Subsidiary and/or such Drop Down Entity Subsidiary, in each case, that are owned by such Credit Party and to the Borrower or any Guarantor extent such pledge does not occur automatically under the Guarantee and Collateral Agreement (and deliver the including, in each case, delivery of original stock certificates, if any, evidencing the such Equity Interests of such Domestic Subsidiary and/or such Drop Down EntityInterests, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (Cii) execute and deliver (or cause the applicable Person to execute and deliver) such other additional closing documents, certificates and legal opinions and certificates as shall reasonably be requested by the Administrative AgentLender. (cd) Notwithstanding anything The Borrower will, and will cause each Guarantor to, by no later than the date that is thirty (30) days following the acquisition thereof (or such later date acceptable to the contrary contained hereinLender in its sole discretion) execute and deliver to the Administrative Agent such mortgages, documents, title information, instruments, agreements, opinions and certificates with respect to any real propertyProperty acquired by the Borrower or the Guarantors after the Closing Date, if including but not limited to any Midstream Properties and Oil and Gas Properties, that the Lender shall reasonably request to create in favor of the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh for the benefit to of the Secured Parties Parties, a valid and, subject to any filing and/or recording referred to herein, perfected first priority security interest in such Property (subject only to Excepted Liens). (e) Subject to any express exceptions, time periods and other terms as are set forth herein or in the Collateral Documents, the Borrower will, and will cause each Guarantor to, at all times cause all personal property of the security afforded therebyBorrower or any such Guarantor, as applicable, that constitute Collateral to be subject to a first priority Lien (subject only to Excepted Liens) in favor of the Administrative Agent will notify the Borrower of such determination and, (i) if such real property is not then subject to a Lien pursuant to the Security Instruments, such real property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (ii) if such real property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent shall, upon obtaining the consent of the Majority Lenders, release such LienCollateral Documents.

Additional Collateral; Additional Guarantors. (a) (i) Within thirty (30) days (or such longer period not to exceed ninety (90) days as the Administrative Agent may agree in its sole discretion) after (Ai) the consummation by any Credit Party of a Material Acquisition (other than any acquisition of Equity Interests in a Drop Down Entity Mortgagor) and (Bii) each semi-annual period ending on June 30 or December 31, beginning with the period beginning on the date hereof and ending on June 30, 2015, and (ii) on the closing date of any Permitted Acquisition pursuant to which a Credit Party acquires Equity Interests in a Drop Down Entity Mortgagor, the Borrower shall cause the Credit Parties and any applicable Drop Down Entity Mortgagor to provide to the Administrative Agent, without duplication, copies of all recorded Deeds and/or Rights of Way with respect to its Midstream Properties that have been received or otherwise acquired by any Credit Party or Drop Down Entity Mortgagor (including any Midstream Properties owned by any Person that is a Drop Down Entity Mortgagor or is required to become a Guarantor hereunder in which Equity Interests were acquired) as a result of such Material Acquisition or during such period, as applicable, and to execute and deliver mortgages or other applicable Security Instruments on such Midstream Properties, Deeds and/or Rights of Way in favor of the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent. (b) The Parent and the Borrower shall promptly cause each (i) Domestic Subsidiary to be a party to the Guaranty and Collateral Agreement pursuant to which such Domestic Subsidiary will grant Liens and security interests in substantially all of its personal property (excluding the assets excluded from the “Collateral” under the Guaranty and Collateral Agreement, which excluded assets shall include all Equity Interests in Midstream MLP owned by any Credit Party), and (ii) each Domestic Subsidiary, other than the Borrower, Subsidiary to guarantee the Obligations pursuant to the Guaranty and Collateral Agreement. In connection with the foregoing, the Parent Borrower shall, or shall cause such Domestic Subsidiary to, promptly, but in any event no later than 15 days after the acquisition or the formation and organization of such Domestic Subsidiary (or other similar event including the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary pursuant to the terms hereof) or of any Drop Down Entity to, (A) execute and deliver a supplement to the Guaranty and Collateral Agreement, executed by such Domestic Subsidiary, (B) pledge all of the Equity Interests of such Domestic Subsidiary and/or such Drop Down Entity that are owned by the Borrower or any Guarantor (and deliver the original stock certificates, if any, evidencing the Equity Interests of such Domestic Subsidiary and/or such Drop Down EntitySubsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) Notwithstanding anything to the contrary contained herein, with respect to any real property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent will notify the Borrower of such determination and, (i) if such real property is not then subject to a Lien pursuant to the Security Instruments, such real property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (ii) if such real property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent shall, upon obtaining the consent of the Majority Lenders, release such Lien.

Additional Collateral; Additional Guarantors. (a) (i) Within thirty (30) days (or such longer period not to exceed ninety (90) days as the Administrative Agent may agree in its sole discretion) after (A) the consummation by any Credit Party In connection with each delivery of a Material Acquisition (other than any acquisition of Equity Interests in a Drop Down Entity Mortgagor) and (B) each semi-annual period ending on June 30 or December 31, beginning with the period beginning on the date hereof and ending on June 30, 2015, and (ii) on the closing date of any Permitted Acquisition pursuant to which a Credit Party acquires Equity Interests in a Drop Down Entity MortgagorReserve Report hereunder, the Borrower shall review such Reserve Report and the Oil and Gas Properties subject to a Mortgage as of the date of such Reserve Report. If the aggregate value of the Oil and Gas Properties constituting Proved Reserves subject to a valid, perfected and first-priority Mortgage is less than the Required Mortgage Value, then the Parent and the Borrower shall, and shall cause the Credit Parties and any applicable Drop Down Entity Mortgagor to provide Restricted Subsidiaries to, grant within 30 days of the delivery of the most recent Reserve Report to the Administrative AgentAgent as security for the Indebtedness a valid, without duplicationperfected and first-priority Lien on additional Oil and Gas Properties constituting Proved Reserves to the extent necessary to cause the aggregate value of the Oil and Gas Properties subject to a valid, copies perfected and first-priority Mortgage to equal or exceed the Required Mortgage Value (provided that Excepted Liens of all recorded Deeds and/or Rights the type described in clauses (a) to (d), (f) and (l) of Way with respect the definition thereof may exist on such Mortgage Properties, but subject to its Midstream Properties that have been received or otherwise acquired by any Credit Party or Drop Down Entity Mortgagor (including any Midstream Properties owned by any Person that is a Drop Down Entity Mortgagor or is required to become a Guarantor hereunder in which Equity Interests were acquired) as a result the provisos at the end of such Material Acquisition or during definition). All such period, as applicable, Liens will be created and to execute perfected by and deliver mortgages in accordance with the provisions of Mortgages or other applicable Security Instruments on such Midstream PropertiesInstruments, Deeds and/or Rights of Way in favor of the Administrative Agent, in each case all in form and substance reasonably satisfactory to the Administrative Agent. Any Restricted Subsidiary that creates a Lien on its Oil and Gas Properties shall become a Guarantor in accordance with Section 8.14(b). (b) The Parent and the Borrower shall promptly cause each Material Subsidiary formed or acquired after the Effective Date (i) Domestic and each Restricted Subsidiary that subjects an Oil and Gas Property to be a party to the Guaranty and Collateral Agreement Mortgage pursuant to which such Domestic Subsidiary will grant Liens and security interests in substantially all of its personal property (excluding the assets excluded from the “Collateral” under the Guaranty and Collateral AgreementSection 8.14(a), and (ii) Domestic Subsidiary, other than the Borrower, to guarantee the Obligations Indebtedness pursuant to the Guaranty and Collateral Agreement. In connection with the foregoingany such guaranty, the Parent shall, or and the Borrower shall (i) cause such Domestic Subsidiary to, promptly, but in any event no later than 15 days after the acquisition or the formation and organization of such Domestic Subsidiary (or other similar event including the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary pursuant to the terms hereof) or of any Drop Down Entity to, (A) execute and deliver a supplement Joinder Agreement pursuant to which such Subsidiary becomes a party to the Guaranty Agreement and Collateral Agreementbecomes a Guarantor, executed by such Domestic Subsidiary, and (B) pledge execute and deliver a Joinder Agreement pursuant to which such Subsidiary becomes a party to the Security Agreement and grants a valid, perfected and first- priority security interest (provided that Excepted Liens of the type described in clause (1) of the definition thereof may exist) in substantially all of its personal Property to the extent required by the Security Agreement and each other applicable Security Instrument (including the filing of financing statements), and (ii) execute and deliver (or, if the direct parent of such Subsidiary is not the Parent or the Borrower, cause such Subsidiary’s direct parent to execute and deliver) a Security Agreement Supplement pursuant to which the applicable Loan Party will grant a valid, perfected and first-priority security interest (provided that Excepted Liens of the type described in clause (1) of the definition thereof may exist) in all of the Equity Interests of in such Domestic Subsidiary and/or such Drop Down Entity that are owned by the Borrower or any Guarantor (and will, without limitation, deliver the original stock certificates, certificates (if any, ) evidencing the Equity Interests of such Domestic Subsidiary and/or such Drop Down EntitySubsidiary, together with an appropriate undated stock power powers (or the equivalent for any such Subsidiary that is not a corporation) for each certificate duly executed in blank by the registered owner thereof) to the Administrative Agent or the Revolving Loan Agent as bailee for the Administrative Agent pursuant to the Intercreditor Agreement (provided that, in the event that the direct parent of such Subsidiary is not a Guarantor, the requirements in this Section 8.14(b) shall also apply to (and with respect to the Equity Interests in) such Subsidiary’s parent). (Cc) [Reserved] (d) In the event that any Loan Party acquires any material Property (other than any Oil and Gas Property and any Property in which a security interest is automatically created under the Security Agreement or other pre-existing Security Instrument) after the Effective Date, the Parent and the Borrower shall, or shall cause such other Loan Party to, give the Administrative Agent prompt written notice thereof and execute and deliver any Security Instruments reasonably required by the Administrative Agent in order to create a valid, perfected and first-priority security interest and Lien therein to the extent required by the applicable Security Instruments (provided that Excepted Liens of the type described in clause (l) of the definition thereof may exist). (e) [Reserved] (f) [Reserved] (g) In furtherance of the foregoing in this Section 8.14, each Loan Party (including any newly created or acquired Material Subsidiary and any other Restricted Subsidiary referred to in Section 8.14(a)) shall execute and deliver (or otherwise provide, as applicable) to the Administrative Agent such other additional closing Security Instruments, documents, certificates and certificates, legal opinions opinions, title insurance policies, surveys, abstracts, appraisals, environmental assessments, flood information and/or flood insurance policies, in each case as shall may be reasonably be requested by the Administrative Agent and as reasonably satisfactory to the Administrative Agent. (ch) Each of the Parent and the Borrower agrees that it will not, and will not permit any other Guarantor to, xxxxx x Xxxx on any Property to secure the Permitted Revolving Debt without contemporaneously granting to the Administrative Agent, as security for the Indebtedness, an equal priority, perfected Lien (provided that Excepted Liens of the type described in clauses (a) to (d), (f) and (l) of the definition thereof may exist, but subject to the provisos at the end of such definition) on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent. (i) The Parent and the Borrower will cause any Subsidiary required to guarantee (or that otherwise becomes a guarantor under) the Permitted Revolving Debt that is not required to guarantee the Indebtedness pursuant to this Agreement or any other Loan Document (and that does not otherwise guarantee the Indebtedness) to become a Guarantor hereunder and to guarantee the Indebtedness by executing and delivering a Joinder Agreement contemporaneously with such Subsidiary becoming a guarantor with respect to the Permitted Revolving Debt. (j) Notwithstanding anything to the contrary contained herein, with respect to herein or in any real property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded therebyother Loan Documents, the Administrative Agent will notify SPV Subsidiaries shall not be required to guarantee the Borrower of such determination and, (i) if such real property is not then subject to a Lien Indebtedness pursuant to the Security Instruments, such real property this Agreement or any other Loan Document and shall not be required to become subject to a Lien pursuant to the Security Instruments and, (ii) if such real property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent shall, upon obtaining the consent of the Majority Lenders, release such LienGuarantors hereunder.

Additional Collateral; Additional Guarantors. (a) Subject to the terms and conditions of the Intercreditor Agreement, to the extent applicable, any Term-ABL Intercreditor Agreement then in effect and this Section 10.10, with respect to any property acquired after the Effective Date by any Transaction Party that is of the same type as that included as “Pledged Collateral” in the Supply and Offtake Security Agreement and that is intended to be subject to the Lien created by any of the Supply and Offtake Security Documents but is not so subject (which, for the avoidance of doubt, does not include assets held by any Excluded Subsidiary or Foreign Subsidiary), promptly (and in any event within 30 days after the acquisition thereof (or such longer period of time not to exceed an additional 30 days as may be permitted by written consent of MLC)) (i) execute and deliver to MLC such amendments or supplements to the relevant Supply and Offtake Security Documents or such other documents as MLC shall deem reasonably necessary or advisable to grant to MLC, for its benefit, a Lien on such property subject to no Liens other than Permitted Liens, and (ii) at the request of MLC, take all actions necessary to cause such Lien to be duly perfected to the extent required by such Supply and Offtake Security Document in accordance with all Applicable Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by MLC. The Transaction Parties shall otherwise take such actions and execute and/or deliver to MLC such documents as MLC shall require to confirm the validity, perfection and priority of the Lien of the Supply and Offtake Security Documents on such after-acquired properties. (b) Subject to the terms and conditions of the Intercreditor Agreement, to the extent applicable, any Term-ABL Intercreditor Agreement then in effect and PESRM’s election under Section 10.18, with respect to any person that is or becomes a Subsidiary (other than an Excluded Subsidiary or Foreign Subsidiary) after the Effective Date, promptly (and in any event within 30 days after such person becomes a Subsidiary) (or such longer period of time not to exceed an additional 30 days as may be permitted by written consent by MLC)) cause such new Subsidiary (other than an Excluded Subsidiary or Foreign Subsidiary) (A) to execute a Joinder Agreement or such comparable documentation to become a Guarantor and a joinder agreement to the Supply and Offtake Security Agreement, substantially in the form annexed thereto, and (B) to take all actions reasonably necessary or advisable in the opinion of MLC to cause the Lien created by the Supply and Offtake Security Agreement to be duly perfected to the extent required by such agreement in accordance with all Applicable Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by MLC. (c) Subject to the terms and conditions of the Intercreditor Agreement, to the extent applicable, any Term-ABL Intercreditor Agreement then in effect, and PESRM’s ** 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. election under Section 10.18, with respect to any new Subsidiary (other than an Excluded Subsidiary or Foreign Subsidiary) created or acquired after the Effective Date by PESRM or any Subsidiary other than an Excluded Subsidiary (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary) or Foreign Subsidiary, promptly (i) execute and deliver to MLC such amendments to the Supply and Offtake Security Agreement as MLC deems, in its reasonable discretion, to be necessary or advisable to grant to MLC a perfected third lien security interest in the Equity Interests of such new Subsidiary that is owned by any Transaction Party, (ii) either (A) to the extent any Permitted Secured Term Loan Facility is then outstanding, deliver to the Term Loan Administrative Agent the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Subsidiary, and (B) otherwise, deliver to Bank of America, N.A., as agent under the Senior Secured Credit Facility, the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Subsidiary (iii) cause such new Subsidiary (other than an Excluded Subsidiary or Foreign Subsidiary) (A) to execute a Joinder Agreement or such comparable documentation to become a Guarantor, and a joinder agreement to the Security Agreement, substantially in the form annexed thereto, (B) to take such actions reasonably necessary or advisable to grant to MLC a perfected security interest in the Collateral described in the Supply and Offtake Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Supply and Offtake Security Agreement or by law or as may be reasonably requested by MLC, and (C) if requested by MLC, deliver to MLC legal opinions relating to the matters described above, which opinions shall be in form and substance comparable to the applicable opinions delivered on the Effective Date and shall be from counsel reasonably satisfactory to MLC. (d) Subject to the terms and conditions of the Intercreditor Agreement and, to the extent applicable, any Term-ABL Intercreditor Agreement then in effect, with respect to any fee interest in any real property having a value (together with improvements thereof or thereon) of at least $[**] (1) acquired after the Effective Date by PESRM or any Subsidiary which is not an Excluded Subsidiary or a Foreign Subsidiary or (2) owned by any Subsidiary that becomes a party to the Supply and Offtake Security Agreement (in each case other than (x) any such real property subject to a Lien expressly permitted by Section 11.02(d) and (y) real property acquired by any Excluded Subsidiary or Foreign Subsidiary), PESRM or such Subsidiary shall promptly (i) execute and deliver a Mortgage, in favor of MLC covering such real property, (ii) deliver to MLC a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Properties or parcels thereof with improvements thereon (together with a notice about special flood hazard area status and flood disaster assistance duly executed by PESRM in the event any portion of such Mortgaged Properties are located in a special flood hazard area) and (iii) deliver to MLC such ** 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. other documentation related to such real property as MLC may reasonably request. For the avoidance of doubt, this clause (e) shall not apply to the North Yard or the West Yard. (e) At any time that a Trigger Event shall have occurred, at the request of MLC, PESRM and each other Transaction Party shall, in the reasonable discretion of PESRM: (a) (i) Within thirty (30) days (or such longer period not to exceed ninety (90) days as the Administrative Agent may agree in its sole discretion) after (A) the consummation by any Credit Party of a Material Acquisition (other than any acquisition of Equity Interests in a Drop Down Entity Mortgagor) and (B) each semi-annual period ending on June 30 or December 31, beginning with the period beginning on the date hereof and ending on June 30, 2015, and (ii) on the closing date of any Permitted Acquisition pursuant to which a Credit Party acquires Equity Interests in a Drop Down Entity Mortgagor, the Borrower shall cause the Credit Parties and any applicable Drop Down Entity Mortgagor to provide to the Administrative Agent, without duplication, copies of all recorded Deeds and/or Rights of Way with respect to its Midstream Properties that have been received or otherwise acquired by any Credit Party or Drop Down Entity Mortgagor (including any Midstream Properties owned by any Person that is a Drop Down Entity Mortgagor or is required to become a Guarantor hereunder in which Equity Interests were acquired) as a result of such Material Acquisition or during such period, as applicable, and to execute and deliver mortgages to MLC such agreements and instruments (or amendments or supplements to the Supply and Offtake Security Agreement) as MLC may deem necessary or advisable to grant to MLC a perfected first priority Lien on all Securities Accounts, Commodities Accounts and other investment accounts of the Transaction Parties (the foregoing accounts, collectively, the “ABL/SOA Investment Accounts”), and on any and all cash, Cash Equivalents, checks, negotiable instruments, security entitlements, securities and other financial assets or other applicable Security Instruments on such Midstream Properties, Deeds and/or Rights of Way in favor property or investment property credited to or held therein (all of the Administrative Agentforegoing, in each case in form and substance satisfactory to the Administrative Agent. (b) The Parent and the Borrower shall promptly cause each (i) Domestic Subsidiary to be a party to the Guaranty and Collateral Agreement pursuant to which such Domestic Subsidiary will grant Liens and security interests in substantially all of its personal property (excluding the assets excluded from the “Collateral” under the Guaranty and Collateral AgreementInvestment Assets”), and (ii) Domestic Subsidiarydeliver, other than the Borroweror cause to be delivered, to guarantee MLC a Control Agreement duly authorized, executed and delivered by each bank or financial institution where a Securities Account for the Obligations benefit of any Transaction Party is maintained or (b) liquidate all Investment Assets credited to or held in any and all ABL/SOA Investment Accounts and deposit or cause the deposit or credit of the proceeds thereof into the Collection Account for application and distribution in accordance with the Intercreditor Agreement; provided that, any such documentation delivered by any Transaction Party pursuant to the Guaranty and Collateral Agreement. In connection with the foregoing, the Parent shall, or this Section 10.10(e) shall cause such Domestic Subsidiary to, promptly, but in provide that any event no later than 15 days after the acquisition or the formation and organization of such Domestic Subsidiary (or other similar event including the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary Lien on assets granted pursuant to this Section 10.10(e) shall be released and the terms hereof) or of any Drop Down Entity to, (A) execute and deliver a supplement to the Guaranty and Collateral Agreement, executed by such Domestic Subsidiary, (B) pledge all of the Equity Interests of such Domestic Subsidiary and/or such Drop Down Entity that are owned by the Borrower or any Guarantor (and deliver the original stock certificates, if any, evidencing the Equity Interests of such Domestic Subsidiary and/or such Drop Down Entity, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) Notwithstanding anything to the contrary contained herein, with respect to any real property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements Transaction Parties’ obligations with respect to such a Lien outweigh Trigger Event under this Section 10.10(e) shall cease upon the benefit cure or waiver of such Trigger Event. (f) Notwithstanding anything in this Agreement or any Supply and Offtake Security Document to the Secured Parties of contrary, in no event shall the Collateral include, and no Transaction Party or any Subsidiary shall be required to take any action to create, grant or perfect a security afforded thereby, the Administrative Agent will notify the Borrower of such determination andinterest in, (i) if such real any property is not then or assets that are subject to a Lien pursuant to jurisdiction other than the Security InstrumentsUnited States, such real property shall not be required to become subject to a Lien pursuant to any state thereof and the Security Instruments andDistrict of Columbia, (ii) if any properties and assets as to which MLC determines in its reasonable discretion that the costs of obtaining such real property is already security interest are excessive in relation to the value of the security to be afforded thereby, or (iii) Excluded Property (as defined in the Supply and Offtake Security Agreement), other than any Deposit Account which ceases to be an Excluded Deposit Account; provided that, upon the reasonable request of MLC, each Transaction Party shall be required to take any action to create, grant or perfect a security interest in any of MLC Separate Assets and Collateral that are subject to a Lien pursuant jurisdiction other than the United States, any state thereof and the District of Columbia in any case where MLC determines in its reasonable discretion that the costs of obtaining such security interest are not excessive in relation to the Security Instruments, the Administrative Agent shall, upon obtaining the consent value of the Majority Lenders, release such Liensecurity to be afforded thereby.

Additional Collateral; Additional Guarantors. (a) In the event that the Borrower or any Subsidiary acquires any property or interest in property (iincluding, without limitation, real property) Within thirty (30) days (or such longer period not to exceed ninety (90) days as the Administrative Agent may agree in its sole discretion) after (A) the consummation by any Credit Party of a Material Acquisition (other than any acquisition of Equity Interests in property made subject to a Drop Down Entity Mortgagor) and (B) each semi-annual period ending on June 30 or December 31Lien permitted under Section 9.3(g), beginning with the period beginning on the date hereof and ending on June 30, 2015, and (ii) on the closing date of any Permitted Acquisition pursuant to which a Credit Party acquires Equity Interests in a Drop Down Entity Mortgagor, the Borrower shall cause the Credit Parties and any applicable Drop Down Entity Mortgagor to provide to the Administrative Agent, without duplication, copies of all recorded Deeds and/or Rights of Way with respect to its Midstream Properties that have been received or otherwise acquired by any Credit Party or Drop Down Entity Mortgagor (including any Midstream Properties owned by any Person that is not subject to a Drop Down Entity Mortgagor or is required to become a Guarantor hereunder in which Equity Interests were acquired) as a result of such Material Acquisition or during such period, as applicable, and to execute and deliver mortgages or other applicable Security Instruments on such Midstream Properties, Deeds and/or Rights of Way perfected Lien in favor of the Administrative Collateral Agent pursuant to the Security Documents, the Borrower shall, and shall cause Subsidiary to, take such action (including, without limitation, the preparation and filing of mortgages or deeds of trust in form and substance satisfactory to the Collateral Agent) as the Collateral Agent shall reasonably request in order to create and/or perfect a Lien in favor of the Collateral Agent on such property. (b) In the event that the Borrower is permitted to acquire or form any Subsidiary, in such Subsidiary shall execute a guarantee and a security agreement, or supplements to the Guarantee and the Security Agreement, and the Borrower and/or any Subsidiary which is a holder of any Capital Stock of such Subsidiary shall execute such pledge agreements or supplements to the Pledge Agreement, each case in form and substance satisfactory to the Administrative Agent and the Collateral Agent. , and shall take such other action as shall be necessary or advisable (bincluding, without limitation, the execution of financing statements on form UCC-1) in order to perfect the Liens granted by such Subsidiary in favor of the Collateral Agent for the benefit of the Lenders and to effect and perfect the pledge of all of the Capital Stock of such Subsidiary in favor of the Collateral Agent for the benefit of the Lenders, provided that no such action shall be required after the formation of a Subsidiary which is used in connection with Permitted Acquisition prior to the later of the date of the consummation of such Permitted Acquisition and fifteen calendar days following such formation. Such Subsidiary shall thereupon become a Guarantor for all purposes under the Loan Documents, including, without limitation, Section 8.11(a) of this Agreement. The Parent Administrative Agent and the Collateral Agent shall be entitled to receive legal opinions of one or more counsel to the Borrower and such Subsidiary addressing such matters as the Administrative Agent, the Collateral Agent or their counsel may reasonably request, including, without limitation, the enforceability of the guaranty and the security agreement to which such Subsidiary becomes a party and the pledge of the Capital Stock of such Subsidiary, and the creation, validity and perfection of the Liens so granted by such Subsidiary and the Borrower shall promptly cause each (i) Domestic Subsidiary to be a party and/or other Subsidiaries to the Guaranty and Collateral Agreement pursuant to which such Domestic Subsidiary will grant Liens and security interests Agent for the benefit of the Lenders. The Borrower shall, in substantially all of its personal property (excluding the assets excluded from the “Collateral” under the Guaranty and Collateral Agreement)addition, and (ii) Domestic Subsidiary, other than the Borrower, to guarantee the Obligations pursuant provide to the Guaranty Administrative Agent and the Collateral Agreement. In connection Agent with respect to such new or additional subsidiary the foregoinginformation described in the first sentence of Section 6.15, in the Parent shall, form of a written schedule or shall cause such Domestic Subsidiary to, promptly, but in any event no later than 15 days after the acquisition or the formation and organization of such Domestic Subsidiary (or other similar event including the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary pursuant to the terms hereof) or of any Drop Down Entity to, (A) execute and deliver a supplement to the Guaranty and Collateral Agreement, executed by such Domestic Subsidiary, (B) pledge all of the Equity Interests of such Domestic Subsidiary and/or such Drop Down Entity that are owned by the Borrower or any Guarantor (and deliver the original stock certificates, if any, evidencing the Equity Interests of such Domestic Subsidiary and/or such Drop Down Entity, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentSchedule 6.15. (c) Notwithstanding anything the provisions of this Section to the contrary contained hereinif, following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent, the Collateral Agent or the Required Lenders deliver evidence, in form and substance mutually satisfactory to the Administrative Agent, the Collateral Agent and the Borrower, with respect to any real propertyForeign Subsidiary of the Borrower which has not already had 100% of its stock pledged pursuant to a Pledge Agreement that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of Capital Stock of such Foreign Subsidiary entitled to vote, and (ii) the entering into by such Foreign Subsidiary of a Guarantee, in any such case could reasonably be expected to cause (I) the undistributed earnings of such Foreign Subsidiary as determined for federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent for federal income tax purposes or (II) other material adverse federal income tax consequences to the Loan Parties, then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary's outstanding Capital Stock owned by any Loan Party and not theretofore pledged pursuant to a Pledge Agreement shall be pledged pursuant to a Pledge Agreement and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall execute and deliver (x) a Guarantee (or another guaranty in substantially similar form if needed), guaranteeing the Obligations, (y) a Pledge Agreement, and (z) the Security Agreement (or another security agreement in substantially similar form if needed) securing such Foreign Subsidiary's obligations under the Guarantee, in each case to the extent that the entering into the Guarantee and Pledge Agreement is permitted by the laws of the respective foreign jurisdiction and with all documents delivered pursuant to this Section to be in form and substance reasonably satisfactory to the Administrative Agent reasonably determines that and the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent will notify the Borrower of such determination and, (i) if such real property is not then subject to a Lien pursuant to the Security Instruments, such real property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (ii) if such real property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent shall, upon obtaining the consent of the Majority Lenders, release such LienCollateral Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the applicable Reserve Report and the list of current Mortgaged Properties (ias described in Section 8.11(c)(vi)) Within to ascertain whether the total value of the Mortgaged Properties satisfies the Mortgage Coverage Requirement after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the total value of the Mortgaged Properties does not satisfy the Mortgage Coverage Requirement, then the Borrower shall, and shall cause the Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c) (or such longer period not to exceed ninety (90) days later date as the Administrative Agent may agree in its sole discretion), to the Administrative Agent as security for the Indebtedness a first- priority Lien interest (subject to Excepted Liens) after on additional Oil and Gas Properties of the Credit (b) In the event that (i) the Borrower or any other Credit Party creates or acquires any Subsidiary (in each case other than an Excluded Subsidiary), (ii) any Domestic Subsidiary incurs or guarantees any Debt or (iii) any Excluded Subsidiary ceases to be an Excluded Subsidiary, the Parent Group shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty and Security Agreement. In connection with any such guarantee, the Parent Group shall (A) cause such Domestic Subsidiary to execute and deliver the consummation by any Credit Party of Guaranty and Security Agreement or a Material Acquisition (other than any acquisition of Equity Interests in a Drop Down Entity Mortgagor) and (B) each semi-annual period ending on June 30 or December 31, beginning with the period beginning on the date hereof and ending on June 30, 2015, and (ii) on the closing date of any Permitted Acquisition pursuant to which a Credit Party acquires Equity Interests in a Drop Down Entity Mortgagor, the Borrower shall cause the Credit Parties and any applicable Drop Down Entity Mortgagor to provide to the Administrative Agent, without duplication, copies of all recorded Deeds and/or Rights of Way with respect to its Midstream Properties that have been received or otherwise acquired by any Credit Party or Drop Down Entity Mortgagor (including any Midstream Properties owned by any Person that is a Drop Down Entity Mortgagor or is required to become a Guarantor hereunder in which Equity Interests were acquired) as a result of such Material Acquisition or during such periodsupplement thereto, as applicable, and to execute and deliver mortgages the Intercompany Subordination Agreement or other applicable Security Instruments on such Midstream Properties, Deeds and/or Rights of Way in favor of the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent. (b) The Parent and the Borrower shall promptly cause each (i) Domestic Subsidiary to be a party to the Guaranty and Collateral Agreement pursuant to which such Domestic Subsidiary will grant Liens and security interests in substantially all of its personal property (excluding the assets excluded from the “Collateral” under the Guaranty and Collateral Agreement), and (ii) Domestic Subsidiary, other than the Borrower, to guarantee the Obligations pursuant to the Guaranty and Collateral Agreement. In connection with the foregoing, the Parent shall, or shall cause such Domestic Subsidiary to, promptly, but in any event no later than 15 days after the acquisition or the formation and organization of such Domestic Subsidiary (or other similar event including the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary pursuant to the terms hereof) or of any Drop Down Entity to, (A) execute and deliver a supplement to the Guaranty and Collateral Agreementthereto, executed by such Domestic Subsidiaryas applicable, (B) cause the Credit Party that owns Equity Interests in such Subsidiary to pledge all of the Equity Interests of such Domestic new Subsidiary and/or such Drop Down Entity that are owned by pursuant to the Borrower or any Guarantor Guaranty and Security Agreement (and deliver the including, without limitation, delivery (if applicable) of original stock certificates, if any, certificates evidencing the Equity Interests of such Domestic Subsidiary and/or such Drop Down EntitySubsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. The Parent Group shall cause any Subsidiary (other than the Borrower) that guarantees the obligations with respect to any Senior Notes, Permitted Junior Lien Term Loan Debt, Permitted Pari Term Loan Debt or Permitted Refinancing Debt in respect thereof to contemporaneously become a Guarantor by executing and delivering to the Administrative Agent an assumption agreement with respect to the Guaranty and Security Agreement. (c) Notwithstanding any provision in any of the Loan Documents to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) the Parent Group shall not, and shall not permit any of their respective Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home except Excepted Liens. (d) Notwithstanding anything to the contrary contained hereinin this Agreement, with respect to the Guaranty and Security Agreement, or any real propertyother Loan Document, (i) Property may be excluded from the Collateral for all purposes of the Loan Documents if the Administrative Agent reasonably determines has determined in its sole discretion (and has designated in writing) that such Property is immaterial for oil and gas mineral interest owners and the costs, financial and otherwise, costs of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh security interest or perfection thereof are excessive in relation to the benefit to of the Secured Parties Lenders of the security to be afforded thereby, the Administrative Agent will notify the Borrower of such determination and, (i) if such real property is not then subject to a Lien pursuant to the Security Instruments, such real property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (ii) if such real property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent shall, upon obtaining the consent of the Majority Lenders, release such Lien.the

Additional Collateral; Additional Guarantors. (a) (i) Within thirty (30) days (or such longer period not to exceed ninety (90) days as the Administrative Agent may agree in its sole discretion) after (A) the consummation by any Credit Party of a Material Acquisition (other than any acquisition of Equity Interests in a Drop Down Entity MortgagorDevCo) and (B) each semi-annual period ending on June 30 or December 31, beginning with the period beginning on the date hereof and ending on June 30December 31, 20152017, and (ii) on the closing date of any Permitted Acquisition pursuant to which a Credit Party acquires Equity Interests in a Drop Down Entity MortgagorAcquisition, the Borrower shall cause the Credit Parties and any applicable Drop Down Entity Mortgagor 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 that have been received or otherwise acquired by any Credit Party or Drop Down Entity Mortgagor DevCo (including any Midstream Properties owned by any Person that is a Drop Down Entity Mortgagor DevCo or is required to become a Guarantor hereunder in which Equity Interests were acquired) as a result of such Material Acquisition or during such period, as applicable, and to execute and deliver mortgages or other applicable Security Instruments on such Midstream Properties, Deeds and/or Rights of Way in favor of the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent. In connection with the foregoing, to the extent reasonably 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 (z) legal opinions, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (b) The Parent and the Borrower shall promptly cause each (i) Domestic Subsidiary to be a party to the Guaranty and Collateral Agreement pursuant to which such Domestic Subsidiary will grant Liens and security interests in substantially all of its personal property (excluding the assets excluded from the “Collateral” under the Guaranty and Collateral Agreement)Material Subsidiary, and (ii) Domestic Subsidiary, any other than the BorrowerRestricted Subsidiary that guarantees any Debt of any other Credit Party, to guarantee the Obligations Indebtedness pursuant to the Guaranty and Collateral Security Agreement. In connection with ; provided that the foregoing, the Parent shall, or foregoing shall cause such Domestic Subsidiary to, promptly, but in any event no later than 15 days after the acquisition or the formation and organization of such Domestic Subsidiary (or other similar event including the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary pursuant to the terms hereof) or of any Drop Down Entity to, (A) execute and deliver a supplement to the Guaranty and Collateral Agreement, executed by such Domestic Subsidiary, (B) pledge all of the Equity Interests of such Domestic Subsidiary and/or such Drop Down Entity that are owned by the Borrower or any Guarantor (and deliver the original stock certificates, if any, evidencing the Equity Interests of such Domestic Subsidiary and/or such Drop Down Entity, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) Notwithstanding anything to the contrary contained herein, with respect not apply to any real property, if the Administrative Agent reasonably determines DevCo until such time that the costs, financial and otherwise, of obtaining or maintaining DevCo is a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent will notify the Borrower of such determination and, (i) if such real property is not then subject to a Lien pursuant to the Security Instruments, such real property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (ii) if such real property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent shall, upon obtaining the consent of the Majority Lenders, release such Lien.Wholly-

Additional Collateral; Additional Guarantors. (a) Subject to the terms of the Intercreditor Agreement and this Section 5.11, with respect to (i1) Within thirty (30) days (or such longer period not to exceed ninety (90) days as any property acquired after the Administrative Agent may agree in its sole discretion) after (A) the consummation Closing Date by any Credit 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 Material Acquisition Specified Aleris Subsidiary, and (2) any property that was Excluded Property but, as of the end of the most recently 197 1031947.12E-CHISR1060441.10-CHISR01A - MSW (b) With respect to any Person that becomes a Restricted Subsidiary or a Specified Aleris Subsidiary after the Closing Date (other than any acquisition of Equity Interests in (w) Aleris Belgium, to the extent that Aleris Belgium is not a Drop Down Entity MortgagorSpecified Aleris Subsidiary, (x) Aleris Italy, (y) an Excluded Collateral Subsidiary and (Byz) each semi-annual period ending on June 30 or December 31a Securitization Entity) or, beginning with any Restricted Subsidiary that was an Excluded Collateral Subsidiary but, as of the period beginning on end of the date hereof and ending on June 30most recently ended fiscal quarter, 2015, and (ii) on the closing date of any Permitted Acquisition pursuant has ceased to which a Credit Party acquires Equity Interests in a Drop Down Entity Mortgagor, the Borrower shall cause the Credit Parties and any applicable Drop Down Entity Mortgagor to provide to the Administrative Agent, without duplication, copies of all recorded Deeds and/or Rights of Way with respect to its Midstream Properties that have been received or otherwise acquired by any Credit Party or Drop Down Entity Mortgagor (including any Midstream Properties owned by any Person that is a Drop Down Entity Mortgagor be an Excluded Collateral Subsidiary or is required to become a Guarantor hereunder Loan Party by operation of the provisions of Section 5.11(d), the definition of Permitted Reorganization, the definition of Permitted Reorganization Actions, or the definition of Permitted Aleris Foreign Subsidiary Transfer, or any property that ceases to be Excluded Property, promptly (and in which Equity Interests were acquiredany event within (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 Material Acquisition or during such periodproperty ceases to be Excluded Property, as applicable, and to execute and deliver mortgages or other applicable Security Instruments on such Midstream Properties, Deeds and/or Rights of Way in favor (y) within thirty (30) days after the end of the Administrative Agentfiscal quarter in which such Person becomes a Restricted Subsidiary or ceases to be an Excluded Collateral Subsidiary or is required to become a Loan Party by operation of the provisions of Section 5.11(d), or after such property (other than property described in each case in form and substance satisfactory clause (x) above) ceased to be Excluded Property; provided that the Administrative Agent. Agent may agree to an extension of such time period or (byz) The Parent and immediately upon such Person becoming a Specified Aleris Subsidiary or in connection with 198 1031947.12E-CHISR1060441.10-CHISR01A - MSW the Borrower shall promptly cause each applicable step(s) of the Permitted Reorganization, the definition of Permitted Reorganization Actions, or the definition of Permitted Aleris Foreign Subsidiary Transfer) (i) Domestic Subsidiary to be a party pledge and deliver to the Guaranty and Collateral Agreement pursuant to which such Domestic Subsidiary will grant Liens and security interests in substantially all of its personal property (excluding Agent the assets excluded from the “Collateral” under the Guaranty and Collateral Agreement)certificates, and (ii) Domestic Subsidiaryif any, other than the Borrower, to guarantee the Obligations pursuant to the Guaranty and Collateral Agreement. In connection with the foregoing, the Parent shall, or shall cause such Domestic Subsidiary to, promptly, but in any event no later than 15 days after the acquisition or the formation and organization of such Domestic Subsidiary (or other similar event including the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary pursuant to the terms hereof) or of any Drop Down Entity to, (A) execute and deliver a supplement to the Guaranty and Collateral Agreement, executed by such Domestic Subsidiary, (B) pledge representing all of the Equity Interests of such Domestic Restricted Subsidiary and/or or such Drop Down Entity Specified Aleris Subsidiary owned by a 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 Restricted Subsidiary or Specified Aleris Subsidiary to any Loan Party together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Loan Party and (ii) cause any such Restricted Subsidiary (other than a Specified Aleris Subsidiary) that is a Wholly Owned Subsidiary or that is a German Borrower Holding Company or an Aleris German Non-Wholly Owned Subsidiary (other than (x) any Restricted Subsidiary prohibited from being a Guarantor under any applicable Requirement of Law (except as otherwise agreed by any Governmental Authority pursuant to a U.S. Hold Separate Agreement), including any Requirement of Law relating to financial assistance, maintenance of capital or other corporate benefit restrictions and (y) any Restricted Subsidiaries where providing such guarantee would result in (1) materially adverse tax consequences, as determined by the Administrative Agent in its reasonable discretion (after consultation with its counsel) or (2) costs that are owned excessive in relation to the benefits afforded thereby, as determined by the Borrower Administrative Agent in its reasonable discretion) and any such Specified Aleris Subsidiary, in each case to the extent not prohibited by applicable Requirements of Law (in the case of the U.S. Hold Separate Assets, as such Requirements of Law are modified pursuant to a U.S. Hold Separate Agreement), (A) to execute a Joinder Agreement or any such comparable documentation to become a Subsidiary Guarantor and joinder agreements to the applicable Security Documents (in each case, substantially in the form annexed thereto or in such other form as may be reasonably satisfactory to the Administrative Agent) or, in the case of a Foreign Subsidiary execute such other Security Documents (or joinder agreements) to the extent possible under and deliver compatible with the original stock certificateslaws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, if anyand (B) to take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Liens created by the applicable Security Documents to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, evidencing including the filing of financing statements (or other applicable filings) in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent. Notwithstanding the foregoing (1) clause (i) of this paragraph (b) shall not apply to the Equity Interests of (w) any Company listed on Schedule 5.11(b) to the extent any applicable Requirement of Law (except as otherwise agreed by any Governmental Authority pursuant to a U.S. Hold Separate Agreement) continues to prohibit the pledging of its Equity Interests to secure the Secured Obligations and any Company acquired or created after the Effective Date to the extent any applicable Requirement of Law (except as otherwise agreed by any Governmental Authority pursuant to a U.S. Hold Separate Agreement) prohibits the pledging of its Equity Interests to secure the Secured Obligations, (x) any non-Wholly Owned Subsidiary (other than each German Borrower Holding Company and each Aleris German Non-Wholly Owned Subsidiary that is a Restricted Subsidiary, but including Aleris German GP Holdco) to the extent that the pledge or perfection of a Lien on such Domestic Equity Interests would violate any anti-assignment or negative pledge provisions of any contract to which such non-Wholly Owned Subsidiary and/or is a party or the organizational documents or shareholders’ agreement of such Drop Down Entitynon-Wholly Owned Subsidiary (but only to the extent such anti-assignment or negative pledge clause is enforceable under applicable law), together with an appropriate undated stock power for each certificate duly executed (y) any Joint Venture Subsidiary, to the extent the 199 1031947.12E-CHISR1060441.10-CHISR01A - MSW (c) Subject to the terms of the Intercreditor Agreement, promptly grant to the Collateral Agent, within sixty (60) days of the acquisition thereof or, in blank by the registered owner thereofcase of property that is Excluded Property as a result of the U.S. Hold Separate Order or any U.S. Hold Separate Agreement, within sixty (60) and days after the date such property ceases to be Excluded Property (C) execute and deliver or such other additional closing documents, certificates and legal opinions as shall reasonably be requested later date agreed by the Administrative Agent) (or immediately in connection with the applicable step(s) of the Permitted Reorganization, any Permitted Reorganization Action, or any Permitted Aleris Foreign Subsidiary Transfer), a security interest in and Mortgage on each Real Property owned in fee by such Loan Party as is acquired by such Loan Party after the Closing Date and that, together with any improvements thereon, individually has a fair market value the Dollar Equivalent of which is at least $10,000,000 (unless the subject property is already mortgaged to a third party to the extent permitted by Section 6.02 hereof or the costs of doing so are excessive in relation to the benefits afforded thereby, as determined by the Administrative Agent in its reasonable discretion). Subject to the terms of the Intercreditor Agreement, such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid, perfected and enforceable First Priority Liens subject only to Permitted Liens. Subject to the terms of the Intercreditor Agreement, the Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the First Priority Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party 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 200 1031947.12E-CHISR1060441.10-CHISR01A - MSW (d) If, at any time and from time to time after the Closing Date, Restricted Subsidiaries that are not Loan Parties because they are Excluded Collateral Subsidiaries comprise in the aggregate more than 7.5% of the Consolidated Total Assets of the Designated Company and its Subsidiaries as of the end of the most recently ended fiscal quarter or more than 7.5% of Consolidated EBITDA of the Designated Company and its Restricted Subsidiaries as of the end of the most recently ended fiscal quarter, then the Loan Parties shall, not later than 45 days after the date by which financial statements for such fiscal quarter are required to be delivered pursuant to this Agreement (or immediately in connection with the applicable step(s) of the Permitted Reorganization, any Permitted Reorganization Action, or any Permitted Aleris Foreign Subsidiary Transfer), cause one or more of such Restricted Subsidiaries to become Loan Parties (notwithstanding that such Restricted Subsidiaries are, individually, Excluded Collateral Subsidiaries) such that the foregoing condition ceases to be true. The Designated Company may designate a Subsidiary Guarantor that was not a Restricted Subsidiary of the Designated Company on the Closing Date as an Excluded Collateral Subsidiary subject to the terms of the definition thereof, in which event the Guarantee by such Restricted Subsidiary shall be released in accordance with Section 7.09 and the Collateral Agent shall release the Collateral pledged by such Person. (ce) Notwithstanding anything to Any Foreign Subsidiary that is a Loan Party that has in the contrary contained herein, with respect to United States at any real property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent will notify the Borrower of such determination and, time (i) if such real property a deposit account that is not then subject to a Lien pursuant to part of the Security Instruments, such real property shall not be required to become subject to a Lien pursuant to the Security Instruments and, Cash Pooling Arrangements or (ii) if property (other than Excluded Property) having an aggregate fair market value in excess of $5,000,000 for any such real property is already subject to foreign Loan Party, shall execute a Lien pursuant joinder agreement to the U.S. Security Instruments, Agreement reasonably satisfactory to the Administrative Agent shall, upon obtaining the consent of the Majority Lenders, release such LienAgent.

Additional Collateral; Additional Guarantors. (a) (i) Within thirty (30) days (or such longer period not to exceed ninety (90) days as the Administrative Agent may agree in its sole discretion) after (A) the consummation by any Credit Party of a Material Acquisition (other than any acquisition of Equity Interests in a Drop Down Entity Mortgagor) and (B) each semi-annual period ending on June 30 or December 31, beginning with the period beginning on the date hereof and ending on June 30, 2015, and (ii) on the closing date of any Permitted Acquisition pursuant to which a Credit Party acquires Equity Interests in a Drop Down Entity Mortgagor, the Borrower shall cause the Credit Parties and any applicable Drop Down Entity Mortgagor to provide to the Administrative Agent, without duplication, copies of all recorded Deeds and/or Rights of Way with respect to its Midstream Properties that have been received or otherwise acquired by any Credit Party or Drop Down Entity Mortgagor (including any Midstream Properties owned by any Person that is a Drop Down Entity Mortgagor or is required to become a Guarantor hereunder in which Equity Interests were acquired) as a result of such Material Acquisition or during such period, as applicable, and to execute and deliver mortgages or other applicable Security Instruments on such Midstream Properties, Deeds and/or Rights of Way in favor of the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent[Reserved]. (b) The Parent and If the Borrower shall promptly cause each (i) Domestic Subsidiary to be or any other Credit Party becomes the owner of a party to the Guaranty and Collateral Agreement pursuant to which such Domestic Subsidiary will grant Liens and security interests in substantially all of its personal property (excluding the assets excluded from the “Collateral” under the Guaranty and Collateral Agreement), and (ii) Domestic Restricted Subsidiary, other than then the Borrower, to guarantee the Obligations pursuant to the Guaranty and Collateral Agreement. In connection with the foregoing, the Parent Borrower shall, or shall cause such Domestic Subsidiary other Credit Party to, promptly, but in any event no later than 15 30 days after the acquisition or the formation and organization date of such Domestic Subsidiary becoming an owner thereof (or other similar event including such longer period as the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary pursuant to the terms hereof) or of any Drop Down Entity toAdministrative Agent may agree in its discretion), (A) execute and deliver a supplement to the Guaranty and Collateral Agreement, executed by such Domestic Subsidiary, (Bi) pledge all 100% of the Equity Interests of such Domestic new Restricted Subsidiary and/or such Drop Down Entity that are owned by the Borrower or any Guarantor (and deliver the including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests of such Domestic Subsidiary and/or new Restricted Subsidiary, together with appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (ii) execute and deliver such Drop Down Entityother additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If any Person other than QRI (or, from and after the New Parent Joinder, New Parent) at any time acquires or otherwise possesses any of the Equity Interests issued by the Borrower (including an Intermediate HoldCo), the Borrower shall cause each such Person to promptly, but in any event no later than 30 days after the date of becoming an owner thereof (or such longer period as the Administrative Agent may agree in its discretion), (i) pledge 100% of the Equity Interests in the Borrower owned by such person pursuant to a Pledge Agreement (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of the Borrower, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (Cii) execute and deliver such other additional closing documents, certificates, and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower shall cause the following Persons to guarantee the Secured Indebtedness pursuant to the Guaranty Agreement: (i) each Material Restricted Subsidiary; (ii) any Person required to guarantee the Secured Indebtedness in order for the Borrower to be in compliance with Section 9.05(b); (iii) any Person that guarantees any Permitted Additional Debt; (iv) any Restricted Subsidiary that places a Lien on its Oil and Gas Properties to secure the Secured Indebtedness; (v) one or more additional Restricted Subsidiaries to the extent necessary to cause (A) the total assets of the Restricted Subsidiaries that are not Guarantors to be less than 15% of the combined assets of the Credit Parties and (B) the combined EBITDAX of such Restricted Subsidiaries to be less than 15% of the combined EBITDAX of the Credit Parties; and (vi) each Intermediate HoldCo, New Parent and, following the occurrence of a Qualified IPO, any subsequent direct owner of Equity Interests in the Borrower. (d) In connection with any guaranty required by Section 8.13(c), the Borrower shall, or shall cause such Subsidiary or other Person to promptly, but in any event no later than 30 days (or such longer period as the Administrative Agent may agree in its discretion) after the event requiring such guaranty, execute and deliver (i) a supplement to the Guaranty Agreement and (ii) such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. . If at any time any Person is not otherwise required to guarantee the Secured Indebtedness hereunder (c) Notwithstanding anything whether pursuant to the contrary contained hereinother provisions of this Section 8.13 or otherwise) or under any other Loan Document, then upon receipt by the Administrative Agent of evidence satisfactory to it that such Person has been fully and finally released from its guarantee obligations in respect of any Permitted Additional Debt, such Person shall be released from its guarantee obligations with respect to any real property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent will notify the Borrower of such determination and, (i) if such real property is not then subject to a Lien pursuant to the Security Instruments, such real property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (ii) if such real property is already subject to a Lien pursuant to the Security Instruments, Indebtedness and the Administrative Agent shall, upon obtaining at the consent sole cost and expense of the Borrower, execute such further documents and do all such further acts so as to reasonably evidence such release. (e) If a Default or Event of Default has occurred and is continuing and the Majority LendersLenders consider it necessary for their adequate protection, release the Borrower, at the request of the Administrative Agent, will forthwith grant or cause to be granted to the Administrative Agent for the benefit of the Secured Parties, a fixed Lien (subject only to Permitted Liens) in such Lienof the applicable Credit Party’s property as the Administrative Agent, in its sole discretion, determines as security for all then present and future Secured Indebtedness of the Credit Parties to the Secured Parties. In this connection, the Borrower will, and will cause each other Credit Party to: (i) provide the Administrative Agent with such information as is reasonably required by the Administrative Agent to identify the property to be charged pursuant to this Section 8.13(e); (ii) do all such things as are reasonably required to grant, or cause such Credit Party to grant, in favor of the Agent, the Secured Parties, a fixed Lien (subject only to Permitted Liens) in respect of such property to be so charged pursuant to this Section 8.13(e); (iii) provide the Administrative Agent with all corporate or partnership resolutions and other action, as reasonably required, for any Credit Party to grant the fixed Lien (subject only to Permitted Liens) in the property identified by the Administrative Agent to be so charged; (iv) provide the Administrative Agent with such security instruments and other documents which the Administrative Agent, acting reasonably, deems are necessary to give full force and effect to the provisions of this Section 8.13(e); (v) assist the Administrative Agent in the registration or recording of such agreements and instruments in such public registry offices in Canada or any province thereof or any other jurisdiction as the Administrative Agent, acting reasonably, deems necessary to give full force and effect to the provisions of this Section 8.13(e); and (vi) pay all reasonable costs and expenses incurred by the Administrative Agent in connection with the preparation, execution and registration of all agreements, documents and instruments made in connection with this Section 8.13(e).

Additional Collateral; Additional Guarantors. (a) [Intentionally omitted]. (ia) Within Subject to the terms of the Intercreditor Agreement and this Section 5.11, with respect to (1) any property acquired after the Springing Security Effective Date by any U.S. Loan Party or Canadian 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 of any U.S. Loan Party or Canadian Loan Party 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, or any Person becoming a Specified Aleris Subsidiary, is owned by any U.S. Loan Party or Canadian Loan Party and has ceased to be Excluded Property following the Springing Security Effective Date, promptly (and in any event (w) in the case of newly acquired property, within thirty (30) days 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 such longer period not to exceed ninety any U.S. Hold Separate Agreement, within thirty (9030) days as 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 (z) immediately in connection with the applicable step(s) of the Permitted Reorganization, the applicable Permitted Reorganization Action, the applicable Permitted Aleris Foreign Subsidiary Transfer, or any Person becoming a Specified Aleris Subsidiary) (i) execute and deliver to 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 sole discretion) after (A) benefit and for the consummation by any benefit of the other Credit Party of Parties, a Material Acquisition (Lien on such property subject to no Liens other than any acquisition of Equity Interests in a Drop Down Entity Mortgagor) and (B) each semi-annual period ending on June 30 or December 31, beginning with the period beginning on the date hereof and ending on June 30, 2015Permitted Liens, and (ii) on subject to the closing date Intercreditor Agreement, 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, but limited to the filing of UCC and PPSA financing statements in the United States, Canada or any Permitted Acquisition pursuant state, province or territory thereof, as applicable, as may be reasonably requested by the Collateral 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 which a Credit Party acquires Equity Interests the benefits afforded thereby, as determined by the Administrative Agent in a Drop Down Entity Mortgagor, the Borrower its reasonable discretion. The Designated Company shall cause the Credit Parties otherwise take such actions and any applicable Drop Down Entity Mortgagor to provide execute and/or deliver to the Administrative AgentAgent and the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, without duplication, copies perfection and priority of all recorded Deeds and/or Rights the Lien of Way with the Security Documents against such after-acquired properties. (b) With respect to its Midstream Properties that have been received or otherwise acquired by any Credit Party or Drop Down Entity Mortgagor (including any Midstream Properties owned by any Person that becomes a Restricted Subsidiary or a Specified Aleris Subsidiary after the Effective Date (other than (w) Aleris Belgium, to the extent that Aleris Belgium is not a Drop Down Entity Mortgagor Specified Aleris Subsidiary, (x) Aleris Italy, (y) an Excluded Guarantor Subsidiary and (z) a Securitization Entity) or any Restricted Subsidiary that was an Excluded Guarantor Subsidiary but, as of the end of the most recently ended fiscal quarter, has ceased to be an Excluded Guarantor Subsidiary or is required to become a Guarantor hereunder Loan Party by operation of the provisions of Section 5.11(d), the definition of Permitted Reorganization, the definition of Permitted Reorganization Actions, or the definition of Permitted Aleris Foreign Subsidiary Transfer, or any property owned by any U.S. Loan Party or Canadian Loan Party ceases to be Excluded Property following the Springing Security Effective Date, promptly (and in which Equity Interests were acquiredany event within (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 Material Acquisition property ceases to be Excluded Property, (y) within thirty (30) days after the end of the fiscal quarter in which such Person becomes a Restricted Subsidiary (other than Aleris Holding Luxembourg S.à.x.x., which is not required to comply with this Section 5.11(b) until December 31, 2020; provided that the Administrative Agent may agree to an extension of such time period in its sole discretion) or during ceases to be an Excluded Guarantor Subsidiary or is required to become a Loan Party by operation of the provisions of Section 5.11(d), or after such periodproperty owned by any U.S. Loan Party or Canadian Loan Party (other than property described in clause (x) above) ceased to be Excluded Property; provided that the Administrative Agent may agree to an extension of such time period or (yz) immediately upon such Person becoming a Specified Aleris Subsidiary or in connection with the applicable step(s) of the Permitted Reorganization, the definition of Permitted Reorganization Actions, or the definition of Permitted Aleris Foreign Subsidiary Transfer), cause any such Restricted Subsidiary (other than a Specified Aleris Subsidiary) that is a Wholly Owned Subsidiary or that is a German Borrower Holding Company or an Aleris German Non-Wholly Owned Subsidiary (other than (x) any Restricted Subsidiary prohibited from being a Guarantor under any applicable Requirement of Law (except as otherwise agreed by any Governmental Authority pursuant to a U.S. Hold Separate Agreement), including any Requirement of Law relating to financial assistance, maintenance of capital or other corporate benefit restrictions and (y) any Restricted Subsidiaries where providing such guarantee would result in (1) materially adverse tax consequences, as applicabledetermined by the Administrative Agent in its reasonable discretion (after consultation with its counsel) or (2) costs that are excessive in relation to the benefits afforded thereby, as determined by the 1066931.03C-XXXXX000000000.04-CHISR02A - MSW Administrative Agent in its reasonable discretion) and any such Specified Aleris Subsidiary, in each case to the extent not prohibited by applicable Requirements of Law (except as otherwise agreed by any Governmental Authorityin the case of the U.S. Hold Separate Assets, as such Requirements of Law are modified pursuant to a U.S. Hold Separate Agreement), (A) to execute and deliver mortgages (x) a Joinder Agreement or other applicable Security Instruments on such Midstream Propertiescomparable documentation to become a Subsidiary Guarantor, Deeds and/or Rights including (but, in the case of Way in favor of a Foreign Subsidiary, if requested by the Administrative Agent, a guarantee (or joinder thereto) governed byonly to the extent possible under and compatible with the laws of such Foreign Subsidiary’s jurisdiction of organization (in each case such), in form and substance reasonably satisfactory to the Administrative Agent. , and (by) The Parent and following the Borrower shall promptly cause each (i) Domestic Springing Security Effective Date, if such Restricted Subsidiary to be is a party U.S. Loan Party or a Canadian Loan Party, joinder agreements to the Guaranty and Collateral Agreement pursuant applicable Security Documents, in each case, substantially in the form annexed thereto or in such other form as may be reasonably satisfactory to which such Domestic Subsidiary will grant Liens and security interests in substantially all of its personal property (excluding the assets excluded from the “Collateral” under the Guaranty and Collateral AgreementAdministrative Agent), and (iiB) Domestic Subsidiary, other than to take all actions necessary or advisable in the Borrower, opinion of the Administrative Agent or the Collateral Agent to guarantee cause the Obligations pursuant Liens created by the applicable Security Documents to be duly perfected to the Guaranty and Collateral Agreement. In connection extent required by such agreement in accordance with the foregoing, the Parent shall, or shall cause such Domestic Subsidiary to, promptlyall applicable Requirements of Law, but in any event no later than 15 days after the acquisition or the formation and organization of such Domestic Subsidiary (or other similar event including the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary pursuant limited to the terms hereof) filing of UCC and PPSA financing statements in the United States, Canada and any state, province or of any Drop Down Entity toterritory thereof, (A) execute and deliver a supplement to the Guaranty and Collateral Agreementas applicable, executed by such Domestic Subsidiary, (B) pledge all of the Equity Interests of such Domestic Subsidiary and/or such Drop Down Entity that are owned by the Borrower or any Guarantor (and deliver the original stock certificates, if any, evidencing the Equity Interests of such Domestic Subsidiary and/or such Drop Down Entity, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall may be reasonably be requested by the Administrative Agent. Notwithstanding the foregoing, this clauseparagraph (b) shall not apply to any Company listed on Schedule 5.11(b) to the extent any applicable Requirement of Law (except as otherwise agreed by any Governmental Authority pursuant to a U.S. Hold Separate Agreement) prohibits it from becoming a Loan Party. Notwithstanding anything to the contrary in this Section 5.11(b), with respect to each Foreign Subsidiary that becomes a party to this Agreement after the Effective Date, the obligations of such Foreign Subsidiary under this Agreement, any Guarantee, any Foreign Guarantee, any Joinder Agreement, or any other Loan Document, may be limited (and such agreements may be amended, restated, supplemented or otherwise modified to give effect to such limitations without the consent of any Person other than the Administrative Agent, the Collateral Agent and such Foreign Subsidiary) in accordance with the Agreed Guarantee and Security Principles on terms reasonably satisfactory to the Administrative Agent, the Collateral Agent and the Borrower. As of the Effective Date, each Lender party hereto and each Lender that becomes a party to this Agreement after the Effective Date, expressly consents to the terms set forth in, and the rights of the Administrative AgentAgents to consent to the terms of the amendments, restatements, supplements and modifications described in, the immediately preceding sentence. (c) Notwithstanding anything to the contrary contained herein, with respect to any real property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent will notify the Borrower of such determination and, (i) if such real property is not then subject to a Lien pursuant to the Security Instruments, such real property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (ii) if such real property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent shall, upon obtaining the consent of the Majority Lenders, release such Lien[Intentionally omitted].

Additional Collateral; Additional Guarantors. (a) (i) Within thirty (30) In the event that the Borrower or any Subsidiary acquires or forms a subsidiary that is not designated as an Excluded Subsidiary in accordance with Section 8.15, or if the Borrower or any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but in any event within 30 days (or such longer period not to exceed ninety (90) days later date as the Administrative Agent may agree in its sole discretion) after discretion (A) it being understood that so long as the consummation by any Revolving Credit Party of a Material Acquisition (other than any acquisition of Equity Interests in a Drop Down Entity Mortgagor) and (B) each semi-annual period ending on June 30 or December 31, beginning with the period beginning on the date hereof and ending on June 30, 2015, and (ii) on the closing date of any Permitted Acquisition pursuant to which a Credit Party acquires Equity Interests in a Drop Down Entity MortgagorFacility is outstanding, the Borrower judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall cause be deemed to be the Credit Parties and any applicable Drop Down Entity Mortgagor to provide to judgment of the Administrative Agent, without duplication, copies of all recorded Deeds and/or Rights of Way Agent with respect to its Midstream Properties that have been received or otherwise acquired by any Credit Party or Drop Down Entity Mortgagor (including any Midstream Properties owned by any Person that is a Drop Down Entity Mortgagor or is required to become a Guarantor hereunder in which Equity Interests were acquired) as a result of such Material Acquisition or during such period, as applicable, and to execute and deliver mortgages or other applicable Security Instruments on such Midstream Properties, Deeds and/or Rights of Way in favor of the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent. (b) The Parent and the Borrower shall promptly cause each (i) Domestic Subsidiary to be a party to the Guaranty and Collateral Agreement pursuant to which such Domestic Subsidiary will grant Liens and security interests in substantially all of its personal property (excluding the assets excluded from the “Collateral” under the Guaranty and Collateral Agreementmatters)), and (ii) Domestic Subsidiary, other than the Borrower, cause such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with the foregoingany guaranty, the Parent Borrower shall, or shall cause such Domestic Subsidiary to, promptly, but in any event no later than 15 days after the acquisition or the formation and organization of such Domestic Subsidiary (or other similar event including the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary pursuant to the terms hereof) or of any Drop Down Entity to, (Ai) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement, executed by such Domestic Subsidiary, (B) pledge all of the Equity Interests of such Domestic Subsidiary and/or such Drop Down Entity that are owned by the Borrower or any Guarantor (Agreement and deliver the original stock certificates, if any, evidencing the Equity Interests of such Domestic Subsidiary and/or such Drop Down Entity, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documentsSecurity Instruments (in proper form for filing, certificates and legal opinions registration or recordation, as shall reasonably be applicable) as are requested by the Administrative Agent., and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de (cb) Notwithstanding anything The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the contrary contained hereinSecurity Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real propertyProperty, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent will may notify the Borrower of such determination and, (ix) if such real property Property is not then subject to a Lien pursuant to the Security Instruments, such real property Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (iiy) if such real property Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent shallmay, upon obtaining the consent of the Majority Required Lenders, release such Lien. (c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A). (d) The Borrower agrees that it will not, and will not permit any Guarantor to, xxxxx x Xxxx on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) (i) Within thirty (30) days (or In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report prepared in connection with such longer period not redetermination pursuant to exceed ninety (90) days Section 8.11 and the Oil and Gas Properties subject to a Mortgage as of the Administrative Agent may agree in its sole discretion) after (A) date of such Reserve Report. If the consummation by any Credit Party aggregate value of the Oil and Gas Properties subject to a Material Acquisition Mortgage is less than the Required Mortgage Value, then the Borrower shall, and shall cause the Restricted Subsidiaries (other than any acquisition Foreign Subsidiaries) to, grant within 30 days of Equity Interests the delivery of the certificate referred to in a Drop Down Entity MortgagorSection 8.11(b) and (B) each semi-annual period ending on June 30 or December 31, beginning with the period beginning on the date hereof and ending on June 30, 2015, and (ii) on the closing date of any Permitted Acquisition pursuant to which a Credit Party acquires Equity Interests in a Drop Down Entity Mortgagor, the Borrower shall cause the Credit Parties and any applicable Drop Down Entity Mortgagor to provide to the Administrative AgentAgent as security for the Indebtedness a second-priority Lien (provided that Excepted Liens may exist, without duplication, copies of all recorded Deeds and/or Rights of Way with respect but subject to its Midstream Properties that have been received or otherwise acquired by any Credit Party or Drop Down Entity Mortgagor (including any Midstream Properties owned by any Person that is a Drop Down Entity Mortgagor or is required to become a Guarantor hereunder in which Equity Interests were acquired) as a result the proviso at the end of such Material Acquisition definition) on additional Oil and Gas Properties to the extent necessary to cause the aggregate value of the Oil and Gas Properties subject to a Mortgage to equal or during exceed the Required Mortgage Value. All such period, as applicable, Liens will be created and to execute perfected by and deliver mortgages in accordance with the provisions of Mortgages or other applicable Security Instruments on such Midstream PropertiesInstruments, Deeds and/or Rights of Way in favor of the Administrative Agent, in each case all in form and substance reasonably satisfactory to the Administrative Agent. Any Restricted Subsidiary (other than a Foreign Subsidiary) that creates a Lien on its Oil and Gas Properties shall become a Guarantor in accordance with Section 8.13(b). (b) The Parent and the Borrower shall promptly cause each Material Subsidiary (i) Domestic Subsidiary to be a party to the Guaranty and Collateral Agreement pursuant to which such Domestic Subsidiary will grant Liens and security interests in substantially all of its personal property (excluding the assets excluded from the “Collateral” under the Guaranty and Collateral Agreement), and (ii) Domestic Subsidiary, other than a Foreign Subsidiary) formed or acquired after the Borrower, Effective Date to guarantee the Obligations Indebtedness pursuant to the Guaranty and Collateral Agreement. In connection with the foregoingany such guaranty, the Parent shall, or Borrower shall (i) cause such Domestic Subsidiary to, promptly, but in any event no later than 15 days after the acquisition or the formation and organization of such Domestic Material Subsidiary (or other similar event including the redesignation of an Unrestricted Subsidiary as than a Restricted Subsidiary pursuant Foreign Subsidiary) to the terms hereof) or of any Drop Down Entity to, (A) execute and deliver a supplement Joinder Agreement pursuant to which such Material Subsidiary becomes a party to the Guaranty Agreement and Collateral Agreementbecomes a Guarantor, executed by such Domestic Subsidiary, and (B) pledge execute and deliver a Joinder Agreement pursuant to which such Material Subsidiary becomes a party to the Security Agreement and grants a second-priority security interest in substantially all of its personal Property, and (ii) execute and deliver (or, if the direct parent of such Material Subsidiary is not the Borrower, cause such Material Subsidiary’s direct parent to execute and deliver) a Security Agreement Supplement pursuant to which the applicable Loan Party will grant a second-priority security interest in all of the Equity Interests of in such Domestic Material Subsidiary and/or such Drop Down Entity that are owned by to the Borrower or any Guarantor Collateral Agent (and will, without limitation, deliver the original stock certificates, certificates (if any, ) evidencing the Equity Interests of such Domestic Subsidiary and/or such Drop Down EntityMaterial Subsidiary, together with an appropriate undated stock power powers (or the equivalent for any such Material Subsidiary that is not a corporation) for each certificate duly executed in blank by the registered owner thereofthereof to the First Lien Agent as bailee for the Collateral Agent). (c) In the event that the Borrower or any Material Subsidiary (other than a Foreign Subsidiary) becomes a partner or member in a Designated Partnership or acquires additional interests in a Designated Partnership, the Borrower shall, or shall cause such Material Subsidiary to, grant a second-priority security interest in all the Equity Interests owned by such Person in such Designated Partnership. (d) In the event that any Loan Party acquires any material Property (other than any Oil and (CGas Property, any Property in which a security interest is created under the Security Agreement) after the Effective Date, the Borrower shall, or shall cause such other Loan Party to, execute and deliver any Security Instruments reasonably required by the Collateral Agent in order to create a second-priority security interest and Lien in such Property; provided that any security interest in the Equity Interests in a Foreign Subsidiary shall not exceed 65% of the voting stock and 100% of the nonvoting stock of such Foreign Subsidiary. (e) In the event that any Loan Party makes any loans to any Designated Partnership, such Loan Party shall collaterally assign such Loan Party’s interests in such loans to the Administrative Agent for the benefit of the Lenders to secure the Indebtedness on the terms and conditions set forth in the Security Agreement. (f) In the event that any Loan Party withdraws its ownership interest in a Participating Partnership in the form of a working interest in the production from the Oil and Gas Properties of such Participating Partnership at the direction of the Required Lenders pursuant to Section 10.02(a), such Loan Party shall, substantially contemporaneously with such withdrawal, grant to the Administrative Agent as security for the Indebtedness a second-priority Lien (provided that Excepted Liens may exist, but subject to the proviso at the end of such definition) on such Oil and Gas Properties. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages or other additional closing documentsSecurity Instruments, certificates all in form and legal opinions as shall substance reasonably be requested by satisfactory to the Administrative Agent. (cg) Notwithstanding anything The Borrower agrees that it will not, and will not permit any Guarantor to, xxxxx x Xxxx on any Property to secure the First Lien Debt without contemporaneously granting to the contrary contained hereinAdministrative Agent, with respect as security for the Indebtedness, a second priority, perfected Lien (provided that Excepted Liens may exist, but subject to the proviso at the end of such definition) on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent. (h) The Borrower will cause any real propertySubsidiary guaranteeing the First Lien Debt that is not guaranteeing the Indebtedness to contemporaneously become a Guarantor by executing and delivering a Joinder Agreement. (i) In furtherance of the foregoing in this Section 8.13, if each Loan Party (including any newly created or acquired Material Subsidiary (other than a Foreign Subsidiary)) shall execute and deliver (or otherwise provide, as applicable) to the Administrative Agent such other additional Security Instruments, documents, certificates, legal opinions, title insurance policies, surveys, abstracts, appraisals, environmental assessments, flood information and/or flood insurance policies, in each case as may be reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, requested by the Administrative Agent will notify the Borrower of such determination and, (i) if such real property is not then subject to a Lien pursuant and as reasonably satisfactory to the Security Instruments, such real property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (ii) if such real property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent shall, upon obtaining the consent of the Majority Lenders, release such LienAgent.

Additional Collateral; Additional Guarantors. (a) Subject to the terms and conditions of the Intercreditor Agreement, to the extent applicable, any Term-ABL Intercreditor Agreement then in effect and this Section 10.10, with respect to any property acquired after the Effective Date by any Transaction Party that is of the same type as that included as “Pledged Collateral” in the Supply and Offtake Security Agreement and that is intended to be subject to the Lien created by any of the Supply and Offtake Security Documents but is not so subject (which, for the avoidance of doubt, does not include assets held by any Excluded Subsidiary or Foreign Subsidiary), promptly (and in any event within 30 days after the acquisition thereof (or such longer period of time not to exceed an additional 30 days as may be permitted by written consent of MLC)) (i) execute and deliver to MLC such amendments or supplements to the relevant Supply and Offtake Security Documents or such other documents as MLC shall deem reasonably necessary or advisable to grant to MLC, for its benefit, a Lien on such property subject to no Liens other than Permitted Liens, and (ii) at the request of MLC, take all actions necessary to cause such Lien to be duly perfected to the extent required by such Supply and Offtake Security Document in accordance with all Applicable Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by MLC. The Transaction Parties shall otherwise take such actions and execute and/or deliver to MLC such documents as MLC shall require to confirm the validity, perfection and priority of the Lien of the Supply and Offtake Security Documents on such after-acquired properties. (b) Subject to the terms and conditions of the Intercreditor Agreement, to the extent applicable, any Term-ABL Intercreditor Agreement then in effect and PESRM’s election under Section 10.18, with respect to any person that is or becomes a Subsidiary (other than an Excluded Subsidiary or Foreign Subsidiary) after the Effective Date, promptly (and in any event within 30 days after such person becomes a Subsidiary) (or such longer period of time not to exceed an additional 30 days as may be permitted by written consent by MLC)) cause such new Subsidiary (other than an Excluded Subsidiary or Foreign Subsidiary) (A) to execute a Joinder Agreement or such comparable documentation to become a Guarantor and a joinder agreement to the Supply and Offtake Security Agreement, substantially in the form annexed thereto, and (B) to take all actions reasonably necessary or advisable in the opinion of MLC to cause the Lien ** 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. created by the Supply and Offtake Security Agreement to be duly perfected to the extent required by such agreement in accordance with all Applicable Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by MLC. (c) Subject to the terms and conditions of the Intercreditor Agreement, to the extent applicable, any Term-ABL Intercreditor Agreement then in effect, and PESRM’s election under Section 10.18, with respect to any new Subsidiary (other than an Excluded Subsidiary or Foreign Subsidiary) created or acquired after the Effective Date by PESRM or any Subsidiary other than an Excluded Subsidiary (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary) or Foreign Subsidiary, promptly (i) execute and deliver to MLC such amendments to the Supply and Offtake Security Agreement as MLC deems, in its reasonable discretion, to be necessary or advisable to grant to MLC a perfected third lien security interest in the Equity Interests of such new Subsidiary that is owned by any Transaction Party, (ii) either (A) to the extent any Permitted Secured Term Loan Facility is then outstanding, deliver to the Term Loan Administrative Agent the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Subsidiary, and (B) otherwise, deliver to Bank of America, N.A., as agent under the Senior Secured Credit Facility, the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Subsidiary (iii) cause such new Subsidiary (other than an Excluded Subsidiary or Foreign Subsidiary) (A) to execute a Joinder Agreement or such comparable documentation to become a Guarantor, and a joinder agreement to the Security Agreement, substantially in the form annexed thereto, (B) to take such actions reasonably necessary or advisable to grant to MLC a perfected security interest in the Collateral described in the Supply and Offtake Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Supply and Offtake Security Agreement or by law or as may be reasonably requested by MLC, and (C) if requested by MLC, deliver to MLC legal opinions relating to the matters described above, which opinions shall be in form and substance comparable to the applicable opinions delivered on the Effective Date and shall be from counsel reasonably satisfactory to MLC. (d) Subject to the terms and conditions of the Intercreditor Agreement and, to the extent applicable, any Term-ABL Intercreditor Agreement then in effect, with respect to any fee interest in any real property having a value (together with improvements thereof or thereon) of at least $[**] (1) acquired after the Effective Date by PESRM or any Subsidiary which is not an Excluded Subsidiary or a Foreign Subsidiary or (2) owned by any Subsidiary that becomes a party to the Supply and Offtake Security Agreement (in each case other than (x) any such real property subject to a Lien expressly permitted by Section 11.02(d) and (y) real property acquired by any Excluded Subsidiary or Foreign Subsidiary), ** 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. PESRM or such Subsidiary shall promptly (i) execute and deliver a Mortgage, in favor of MLC covering such real property, (ii) deliver to MLC a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Properties or parcels thereof with improvements thereon (together with a notice about special flood hazard area status and flood disaster assistance duly executed by PESRM in the event any portion of such Mortgaged Properties are located in a special flood hazard area) and (iii) deliver to MLC such other documentation related to such real property as MLC may reasonably request. For the avoidance of doubt, this clause (e) shall not apply to the North Yard or the West Yard. (e) At any time that a Trigger Event shall have occurred, at the request of MLC, PESRM and each other Transaction Party shall, in the reasonable discretion of PESRM: (a) (i) Within thirty (30) days (or such longer period not to exceed ninety (90) days as the Administrative Agent may agree in its sole discretion) after (A) the consummation by any Credit Party of a Material Acquisition (other than any acquisition of Equity Interests in a Drop Down Entity Mortgagor) and (B) each semi-annual period ending on June 30 or December 31, beginning with the period beginning on the date hereof and ending on June 30, 2015, and (ii) on the closing date of any Permitted Acquisition pursuant to which a Credit Party acquires Equity Interests in a Drop Down Entity Mortgagor, the Borrower shall cause the Credit Parties and any applicable Drop Down Entity Mortgagor to provide to the Administrative Agent, without duplication, copies of all recorded Deeds and/or Rights of Way with respect to its Midstream Properties that have been received or otherwise acquired by any Credit Party or Drop Down Entity Mortgagor (including any Midstream Properties owned by any Person that is a Drop Down Entity Mortgagor or is required to become a Guarantor hereunder in which Equity Interests were acquired) as a result of such Material Acquisition or during such period, as applicable, and to execute and deliver mortgages to MLC such agreements and instruments (or amendments or supplements to the Supply and Offtake Security Agreement) as MLC may deem necessary or advisable to grant to MLC a perfected first priority Lien on all Securities Accounts, Commodities Accounts and other investment accounts of the Transaction Parties (the foregoing accounts, collectively, the “ABL/SOA Investment Accounts”), and on any and all cash, Cash Equivalents, checks, negotiable instruments, security entitlements, securities and other financial assets or other applicable Security Instruments on such Midstream Properties, Deeds and/or Rights of Way in favor property or investment property credited to or held therein (all of the Administrative Agentforegoing, in each case in form and substance satisfactory to the Administrative Agent. (b) The Parent and the Borrower shall promptly cause each (i) Domestic Subsidiary to be a party to the Guaranty and Collateral Agreement pursuant to which such Domestic Subsidiary will grant Liens and security interests in substantially all of its personal property (excluding the assets excluded from the “Collateral” under the Guaranty and Collateral AgreementInvestment Assets”), and (ii) Domestic Subsidiarydeliver, other than the Borroweror cause to be delivered, to guarantee MLC a Control Agreement duly authorized, executed and delivered by each bank or financial institution where a Securities Account for the Obligations benefit of any Transaction Party is maintained or (b) liquidate all Investment Assets credited to or held in any and all ABL/SOA Investment Accounts and deposit or cause the deposit or credit of the proceeds thereof into the Collection Account for application and distribution in accordance with the Intercreditor Agreement; provided that, any such documentation delivered by any Transaction Party pursuant to the Guaranty and Collateral Agreement. In connection with the foregoing, the Parent shall, or this Section 10.10(e) shall cause such Domestic Subsidiary to, promptly, but in provide that any event no later than 15 days after the acquisition or the formation and organization of such Domestic Subsidiary (or other similar event including the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary Lien on assets granted pursuant to this Section 10.10(e) shall be released and the terms hereof) or of any Drop Down Entity to, (A) execute and deliver a supplement to the Guaranty and Collateral Agreement, executed by such Domestic Subsidiary, (B) pledge all of the Equity Interests of such Domestic Subsidiary and/or such Drop Down Entity that are owned by the Borrower or any Guarantor (and deliver the original stock certificates, if any, evidencing the Equity Interests of such Domestic Subsidiary and/or such Drop Down Entity, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) Notwithstanding anything to the contrary contained herein, with respect to any real property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements Transaction Parties’ obligations with respect to such a Lien outweigh Trigger Event under this Section 10.10(e) shall cease upon the benefit cure or waiver of such Trigger Event. (f) Notwithstanding anything in this Agreement or any Supply and Offtake Security Document to the Secured Parties of contrary, in no event shall the Collateral include, and no Transaction Party or any Subsidiary shall be required to take any action to create, grant or perfect a security afforded thereby, the Administrative Agent will notify the Borrower of such determination andinterest in, (i) if such real any property is not then or assets that are subject to a Lien pursuant to jurisdiction other than the Security InstrumentsUnited States, such real property shall not be required to become subject to a Lien pursuant to any state thereof and the Security Instruments andDistrict of Columbia, (ii) if any properties and assets as to which MLC determines in its reasonable discretion that the costs of obtaining such real property is already security interest are excessive in relation to the value of the security to be afforded thereby, or (iii) Excluded Property (as defined in the Supply and Offtake Security Agreement), other than any Deposit Account which ceases to be an Excluded Deposit Account; provided that, upon the reasonable request of MLC, each Transaction Party shall be required to take any action to create, grant or perfect a security interest in any of MLC Separate Assets and Collateral that are subject to a Lien pursuant jurisdiction other than ** 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 Security Instrumentsomitted portions. the United States, any state thereof and the Administrative Agent shall, upon District of Columbia in any case where MLC determines in its reasonable discretion that the costs of obtaining such security interest are not excessive in relation to the consent value of the Majority Lenders, release such Liensecurity to be afforded thereby.