Common use of Limitation on Issuance of Equity Interests Clause in Contracts

Limitation on Issuance of Equity Interests. (a) Aleris will not, and will not permit any of its Subsidiaries to, issue (i) any preferred stock or other preferred equity interests other than (x) Qualified Equity Interests of Aleris and any other preferred stock or other preferred equity interests of Aleris issued pursuant to Section 10.04 or (y) any preferred stock or other preferred equity interests issued by a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof or (ii) any redeemable common stock or other redeemable common equity interests other than common stock or other redeemable common equity interests that (x) is redeemable at the sole option of Aleris or such Subsidiary or (y) consists solely of Qualified Equity Interests. (b) Aleris will not permit any of its Subsidiaries to issue any Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interests, except (i) for transfers and replacements of then outstanding shares of Equity Interests, (ii) for stock splits, stock dividends and issuances which do not decrease the percentage ownership of Aleris or any of its Subsidiaries in any class of the Equity Interests of such Subsidiary, (iii) in the case of Foreign Subsidiaries, to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law, (iv) for issuances by newly created or acquired Subsidiaries in accordance with the terms of this Agreement, (v) for Equity Interests held by Aleris or a Wholly-Owned Subsidiary thereof and (vi) for issuances of Qualified Equity Interests of any Subsidiary of Aleris.

Limitation on Issuance of Equity Interests. (a) Aleris The Borrower will notnot issue (i) any Preferred Equity (or any options, and will warrants or rights to purchase Preferred Equity) (other than Qualified Preferred Stock issued pursuant to clause (c) below) or (ii) any redeemable common stock or equivalent common Equity Interests. (b) The Borrower shall not permit any of its Subsidiaries to, issue (i) any preferred capital stock or other preferred equity interests other than (x) Qualified Equity Interests of Aleris and any other preferred stock or other preferred equity interests of Aleris issued pursuant to Section 10.04 or (y) any preferred stock or other preferred equity interests issued by a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof or (ii) any redeemable common stock or other redeemable common equity interests other than common stock or other redeemable common equity interests that (x) is redeemable at the sole option of Aleris or such Subsidiary or (y) consists solely of Qualified Equity Interests. (b) Aleris will not permit any of its Subsidiaries to issue any Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interests), except (i) for transfers and replacements of then outstanding shares of capital stock or other Equity Interests, (ii) for stock splits, stock dividends and additional issuances which do not decrease the aggregate percentage ownership of Aleris or any of the Borrower and its Subsidiaries in any class of the capital stock or other Equity Interests of such SubsidiarySubsidiaries, (iii) in the case of Foreign SubsidiariesSubsidiaries of the Borrower, to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law, (iv) for issuances by newly created Subsidiaries formed after the Initial Borrowing Date pursuant to Section 10.13 may issue capital stock or acquired Subsidiaries other Equity Interests in accordance with the terms requirements of this Agreement, Section 10.13 and (v) for issuances of Equity Interests held (including Preferred Equity) by Aleris or a any Wholly-Owned Subsidiary thereof of the Borrower to one or more other Wholly-Owned Subsidiaries of the Borrower. All capital stock or other Equity Interests issued in accordance with this Section 10.10(b) shall, to the extent required by the relevant Security Document, be delivered to the Collateral Agent for pledge pursuant to such Security Document. (c) the Borrower may from time to time (i) issue Qualified Preferred Stock, so long as (x) no Default or Event of Default shall exist at the time of any such issuance or immediately after giving effect thereto, and (viy) for issuances with respect to each issuance of Qualified Equity Interests Preferred Stock, the gross cash proceeds therefrom (or in the case of any Subsidiary Qualified Preferred Stock directly issued as consideration for a Permitted Acquisition, the Fair Market Value thereof of Aleristhe assets received therefor) shall be at least equal to 100% of the liquidation preference thereof at the time of issuance and (ii) issue additional shares of Qualified Preferred Stock to pay in kind regularly scheduled Dividends on Qualified Preferred Stock theretofore issued in compliance with this Section 10.10(c).

Limitation on Issuance of Equity Interests. (a) Aleris The Borrower will not, and will not permit any of its Subsidiaries to, issue (i) any preferred stock or other preferred equity interests Preferred Equity (other than (x) in the case of the Borrower, Preferred Equity that constitutes Qualified Equity Interests of Aleris and any other preferred stock or other preferred equity interests of Aleris issued pursuant to Section 10.04 or (y) in the case of any preferred stock such Subsidiary, Preferred Equity issued to the Borrower or other preferred equity interests issued by a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof Guarantor) or (ii) any redeemable common stock or other redeemable common equity interests Equity Interests other than (x) in the case of the Borrower, common Qualified Equity Interests and (y) in the case of any such Subsidiary, common stock or other redeemable common equity interests Equity Interests that (x) is or are redeemable at the sole option of Aleris or such Subsidiary or (y) consists solely of Qualified Equity InterestsSubsidiary. (b) Aleris The Borrower will not permit any of its Subsidiaries to issue any capital stock or other Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock or other Equity Interests, except (i) for transfers and replacements of then outstanding shares of capital stock or other Equity Interests, (ii) for stock splits, stock dividends and other issuances which do not decrease the percentage ownership of Aleris the Borrower or any of its Subsidiaries in any class of the capital stock or other Equity Interests of such Subsidiary, (iii) in the case of Foreign SubsidiariesSubsidiaries of the Borrower, to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law, law and for other nominal share issuances and to Persons other than the Borrower and its Subsidiaries to the extent required under applicable law and (iv) for issuances by Subsidiaries of the Borrower which are newly created or acquired Subsidiaries in accordance with the terms of this Agreement, (v) for Equity Interests held by Aleris or a Wholly-Owned Subsidiary thereof and (vi) for issuances of Qualified Equity Interests of any Subsidiary of Aleris.

Limitation on Issuance of Equity Interests. (a) Aleris The Borrower will not, and will not permit any of its Subsidiaries to, issue (i) any preferred stock or other preferred equity interests Preferred Equity other than (x) issuance by the Borrower of Qualified Equity Interests of Aleris and any other preferred stock or other preferred equity interests of Aleris issued Preferred Stock pursuant to Section 10.04 or clause (yc) any preferred stock or other preferred equity interests issued by a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof below or (ii) any redeemable common stock or other redeemable common equity interests Equity Interests other than redeemable common stock or other redeemable common equity interests Equity Interests that (x) is or are redeemable at the sole option of Aleris the Borrower or such Subsidiary or (y) consists solely of Qualified Equity InterestsSubsidiary, as the case may be. (b) Aleris The Borrower will not permit any of its Subsidiaries to issue any capital stock or other Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock or other Equity Interests, except (i) for transfers and replacements of then outstanding shares of capital stock or other Equity Interests, (ii) for stock splits, stock dividends and other issuances which do not decrease the percentage ownership of Aleris the Borrower or any of its Subsidiaries in any class of the capital stock or other Equity Interests of such Subsidiary, (iii) in the case of Foreign SubsidiariesSubsidiaries of the Borrower, to qualify qualifying directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law, law and for other nominal share issuances to Persons other than the Borrower and its Subsidiaries to the extent required under applicable law and (iv) for issuances by Subsidiaries of the Borrower which are newly created or acquired Subsidiaries in accordance with the terms of this Agreement. (c) The Borrower may from time to time (i) issue Qualified Preferred Stock, so long as (vx) for Equity Interests held by Aleris no Default or a Wholly-Owned Subsidiary thereof Event of Default shall exist at the time of any such issuance or immediately after giving effect thereto, and (viy) for issuances with respect to each issuance of Qualified Equity Interests Preferred Stock, the gross cash proceeds therefrom shall be at least equal to 100% of any Subsidiary the liquidation preference thereof at the time of Alerisissuance and (ii) issue additional shares of Qualified Preferred Stock to pay in kind regularly scheduled Dividends on Qualified Preferred Stock theretofore issued in compliance with this Section 9.12(c).

Limitation on Issuance of Equity Interests. (a) Aleris will not, and The Borrower will not permit any of its Subsidiaries to, issue (directly or indirectly through an increase in the liquidation value) (i) any preferred stock or other preferred equity interests Preferred Equity (other than (x) Qualified Equity Interests of Aleris Designated Preferred Stock and any other preferred stock or other preferred equity interests of Aleris Disqualified Preferred Stock issued pursuant to Section 10.04 or clause (yc) any preferred stock or other preferred equity interests issued by a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof below and Qualified Preferred Stock) or (ii) any redeemable common stock or other redeemable common equity interests Equity Interests other than common stock or other redeemable common equity interests Equity Interests that (x) is or are redeemable at the sole option of Aleris or such Subsidiary or (y) consists solely of Qualified Equity Intereststhe Borrower. (b) Aleris The Borrower will not permit any of its Restricted Subsidiaries to issue any Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interests, except (i) for transfers and replacements of then outstanding shares of Equity Interests, (ii) for stock splits, stock dividends and other issuances which do not decrease the percentage ownership of Aleris the Borrower or any of its Restricted Subsidiaries (taken as a whole) in any class of the Equity Interests of such Restricted Subsidiary, (iii) in the case of Foreign SubsidiariesRestricted Subsidiaries of the Borrower, to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law and for other nominal share issuances to Persons other than the Borrower and its Restricted Subsidiaries to the extent required under applicable law, (iv) for issuances by Restricted Subsidiaries of the Borrower which are newly created or acquired Subsidiaries in accordance with the terms of this Agreement, (v) in the case of the Equity Plan Unit Subsidiaries only, for Equity Interests held by Aleris or a Whollyissuances of non-Owned voting equity plan units in accordance with the organizational documents of such Restricted Subsidiary thereof as in effect on the Effective Date, and (vi) for issuances of Qualified Preferred Equity Interests to any other Restricted Subsidiary that is a 100%-Owned Subsidiary; provided that, except as provided in preceding clause (vi), in no event shall any Restricted Subsidiary issue any Preferred Equity or any redeemable common stock or other redeemable common Equity Interests (other than common stock or other redeemable common Equity Interests that is or are redeemable at the sole option of such Restricted Subsidiary). (c) The Borrower may from time to time issue Disqualified Preferred Stock and Designated Preferred Stock (including by way of an increase in the liquidation value thereof to pay in kind regularly scheduled Dividends thereon), so long as (i) except in connection with an issuance of additional shares of Disqualified Preferred Stock or Designated Preferred Stock, as applicable, or an increase in the liquidation value of Disqualified Preferred Stock or Designated Preferred Stock, as applicable, to pay in kind regularly scheduled Dividends on then outstanding Disqualified Preferred Stock, no Event of Default shall exist at the time of any Subsidiary such issuance or immediately after giving effect thereto, (ii) immediately after giving effect to such issuance, the Borrower shall be in compliance, on a Pro Forma Basis, with (A) the covenants contained in Sections 9.07 and 9.08 (for purposes of Aleristhis Section 9.11(c)(ii)(A), solely in the case of the Total Senior Secured Leverage Ratio, as if the applicable financial covenant level in effect pursuant to Section 9.08 were 0.25 lower than those then in effect for such financial covenant) and (B) have a Total Leverage Ratio equal to, or less than, 7.00:1.00, in each case as of the last day of the Calculation Period most recently ended prior to the date of such issuance, and (iii) except in connection with an issuance of additional shares of Disqualified Preferred Stock or Designated Preferred Stock, as applicable, or an increase in the liquidation value of Disqualified Preferred Stock or Designated Preferred Stock, as applicable, to pay in kind regularly scheduled Dividends on then outstanding Disqualified Preferred Stock or Designated Preferred Stock, as applicable, the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by an Authorized Officer of the Borrower, certifying to such officer’s knowledge, compliance with the requirements of preceding clauses (i) and (ii) and containing the calculations of compliance (in reasonable detail) with preceding clause (ii). (d) Notwithstanding the foregoing, (i) the Borrower will not issue any Preferred Equity (other than Designated Preferred Stock) that requires the declaration or payment of Dividends or other distributions (other than Dividends or distributions payable in Equity Interests (other than Disqualified Preferred Stock) or an increase in the liquidation value thereof) and (ii) any Disqualified Preferred Stock and Designated Preferred Stock issued by the Borrower (and all related obligations) shall be subordinated in right of payment to the prior payment in full of all Obligations (other than contingent obligations) on terms reasonably satisfactory to the Administrative Agent.

Limitation on Issuance of Equity Interests. (a) Aleris No Credit Agreement Party will, nor will not, and will not any Credit Agreement Party permit any of its Subsidiaries to, issue (i) any preferred stock or other preferred equity interests Preferred Stock (other than (x) Qualified Equity Interests of Aleris and any other preferred stock or other preferred equity interests of Aleris Preferred Stock issued pursuant to Section 10.04 clauses (c) and (d) below) or (y) any preferred stock options, warrants or other preferred equity interests issued by a Subsidiary of Aleris rights to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof purchase Preferred Stock or (ii) any redeemable common stock or other redeemable common equity interests other than common stock or other redeemable common equity interests that (x) is redeemable at Equity Interests unless, in either case, the issuance thereof is, and all terms thereof are, satisfactory to the Required Lenders in their sole option of Aleris or such Subsidiary or (y) consists solely of Qualified Equity Interestsdiscretion. (b) Aleris will Holdings shall not permit any of its Subsidiaries to issue any Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interests, except (i) for transfers and replacements of then outstanding shares of Equity Interests, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of Aleris Holdings or any of its Subsidiaries in any class of the Equity Interests of such SubsidiarySubsidiaries, (iii) in the case of Foreign Subsidiaries, to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law, (iv) for issuances by newly created or acquired Subsidiaries formed after the Initial Borrowing Date pursuant to Section 9.15 may issue Equity Interests in accordance with the terms requirements of this Agreement, Section 9.15 and (v) for that Subsidiaries of Holdings may issue common stock to Holdings and its Subsidiaries in connection with any transaction permitted by Section 9.05(o) or (p). All Equity Interests held issued in accordance with this Section 9.13(b) shall, to the extent owned by Aleris any Credit Party and required by the any Pledge Agreement, be delivered to the Collateral Agent for pledge pursuant to the such Pledge Agreement. (c) Holdings may issue Disqualified Preferred Stock so long as (i) no Default or Event of Default then exists or would exist immediately after giving effect to the respective issuance, (ii) the aggregate liquidation preference for all Disqualified Preferred Stock issued after the Initial Borrowing Date pursuant to this Section 9.13(c) shall not exceed, when combined with the aggregate principal amount of all then outstanding Indebtedness permitted by Section 9.04(n), $25,000,000, (iii) with respect to each issue of Disqualified Preferred Stock, the gross cash proceeds therefrom (or in the case of Disqualified Preferred Stock directly issued as consideration for a Wholly-Owned Subsidiary Permitted Acquisition, the fair market value thereof (as determined in good faith by Holdings) of the assets received therefor) shall not exceed the liquidation preference thereof at the time of issuance, (iv) calculations are made by Holdings of compliance with the covenants contained in Sections 9.09 and 9.10 for the Calculation Period most recently ended prior to the date of the respective issuance of Disqualified Preferred Stock, on a Pro Forma Basis after giving effect to the respective issuance of Disqualified Preferred Stock, and such calculations shall show that such financial covenants would have been complied with if such issuance of Disqualified Preferred Stock had been consummated on the first day of the respective Calculation Period, and (viv) for issuances Holdings shall furnish to the Administrative Agent a certificate by an Authorized Officer of Holdings certifying to the best of his or her knowledge as to compliance with the requirements of this Section 9.13(c) and containing the pro forma calculations required by the preceding clause (iv). (d) Holdings may issue Qualified Preferred Stock (x) in payment of regularly accruing dividends on theretofore outstanding shares of Qualified Equity Interests Preferred Stock as contemplated by Section 9.06(iv) and (y) so long as, with respect to each other issue of any Subsidiary of AlerisQualified Preferred Stock, Holdings receives reasonably equivalent consideration (as determined in good faith by Holdings).

Limitation on Issuance of Equity Interests. (a) Aleris Each Obligor will not, and will not permit any of its Subsidiaries to, issue (i) any preferred stock Preferred Equity to a Person who is not an Obligor or other preferred equity interests other than (x) Qualified Equity Interests of Aleris and any other preferred stock or other preferred equity interests of Aleris issued pursuant to Section 10.04 or (y) any preferred stock or other preferred equity interests issued by a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof an Obligor or (ii) any redeemable common stock or other redeemable common equity interests Equity Interests other than common stock or other redeemable common equity interests Equity Interests that (x) is or are redeemable at the sole option of Aleris or such Subsidiary or (y) consists solely of any Group Member, as the case may be; provided that notwithstanding the foregoing, each Parent Guarantor may issue Qualified Equity InterestsPreferred Stock. (b) Aleris No Parent Guarantor will not permit any of its Subsidiaries to issue any capital stock or other Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock or other Equity Interests, except (i) for transfers and replacements of then outstanding shares of capital stock or other Equity Interests, (ii) for stock splits, stock dividends and other issuances which do not decrease the percentage ownership of Aleris either Parent Borrower or any of its their respective Subsidiaries in any class of the capital stock or other Equity Interests of such Subsidiary, (iii) in the case of Foreign Subsidiaries, to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law and for other nominal share issuances to Persons other than Group Members to the extent required under applicable law, (iv) for issuances by Subsidiaries of each Parent Guarantor which are newly created or acquired Subsidiaries in accordance with the terms of this Agreement, (v) for Non-Wholly Owned Subsidiaries may issue Equity Interests held by Aleris or a Wholly-Owned Subsidiary thereof and (vi) for issuances of Qualified Equity Interests of any Subsidiary of Alerisas may be required by Applicable Law.

Limitation on Issuance of Equity Interests. (a) Aleris Parent will not, and will not permit any of its Subsidiaries to, issue (i) any preferred stock or other preferred equity interests other than Preferred Equity, except as permitted under paragraph (xc) Qualified Equity Interests of Aleris and any other preferred stock or other preferred equity interests of Aleris issued pursuant to this Section 10.04 or (y) any preferred stock or other preferred equity interests issued by a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof 8.14, or (ii) any redeemable common stock or other redeemable common equity interests Equity Interests other than common stock or other redeemable common equity interests Equity Interests that (x) is or are redeemable at the sole option of Aleris Parent or such Subsidiary or (y) consists solely of Qualified Equity InterestsSubsidiary, as the case may be. (b) Aleris Parent will not permit any of its Subsidiaries to issue any capital stock or other Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock or other Equity Interests, except (i) for transfers and replacements of then outstanding shares of capital stock or other Equity Interests, (ii) for stock splits, stock dividends and other issuances which do not decrease the percentage ownership of Aleris Parent or any of its Subsidiaries in any class of the capital stock or other Equity Interests of such Subsidiary, (iii) in the case of Foreign SubsidiariesSubsidiaries of Parent, to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law and for other nominal share issuances to Persons other than Parent and its Subsidiaries to the extent required under applicable law, (iv) for issuances by Subsidiaries of the Borrowers which are newly created or acquired Subsidiaries in accordance with the terms of this Agreement, Agreement and (v) for Non-Wholly Owned Subsidiaries may issue Equity Interests held by Aleris Interests, subject to compliance with Section 4.02(b). (c) Parent may from time to time (i) issue Qualified Preferred Stock, so long as (x) no Default or a Wholly-Owned Subsidiary thereof Event of Default shall exist at the time of any such issuance or immediately after giving effect thereto, and (viy) for issuances with respect to each issuance of Qualified Equity Interests Preferred Stock, the gross cash proceeds therefrom (or in the case of any Subsidiary Qualified Preferred Stock directly issued as consideration for a Permitted Acquisition, the Fair Market Value of Aleristhe assets received therefor) shall be at least equal to 100% of the liquidation preference thereof at the time of issuance and (ii) issue additional shares of Qualified Preferred Stock to pay in kind regularly scheduled Dividends on Qualified Preferred Stock theretofore issued in compliance with this Section 8.14(c).

Limitation on Issuance of Equity Interests. (a) Aleris will not, and Holdings will not permit any of its Subsidiaries to, issue (i) any preferred stock Preferred Equity (or other preferred equity interests any options, warrants or rights to purchase Preferred Equity) (other than (x) Qualified Equity Interests of Aleris and any other preferred stock or other preferred equity interests of Aleris Preferred Stock issued pursuant to Section 10.04 or clause (yc) any preferred stock or other preferred equity interests issued by a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof below) or (ii) any redeemable common stock or other redeemable equivalent common equity interests other than common stock or other redeemable common equity interests that (x) is redeemable at the sole option of Aleris or such Subsidiary or (y) consists solely of Qualified Equity Interests. (b) Aleris will not Neither Intermediate Holdco nor the Borrower shall, nor shall permit any of its Subsidiaries to to, issue any capital stock or other Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interests), except (i) for transfers and replacements of then outstanding shares of capital stock or other Equity Interests, (ii) for stock splits, stock dividends and additional issuances which do not decrease the aggregate percentage ownership of Aleris or any of Holdings and its Subsidiaries in any class of the capital stock or other Equity Interests of such SubsidiarySubsidiaries, (iii) in the case of Foreign SubsidiariesSubsidiaries of the Borrower, to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law, (iv) for issuances by newly created Subsidiaries formed after the Initial Borrowing Date pursuant to Section 10.13 may issue capital stock or acquired Subsidiaries other Equity Interests in accordance with the terms requirements of this Agreement, Section 10.13 and (v) for issuances of Equity Interests held (including Preferred Equity) by Aleris or a any Wholly-Owned Subsidiary thereof of the Borrower to one or more other Wholly-Owned Subsidiaries of the Borrower. All capital stock or other Equity Interests issued in accordance with this Section 10.10(b) shall, to the extent required by the relevant Security Document, be delivered to the Collateral Agent for pledge pursuant to such Security Document. (c) Holdings may from time to time (i) issue Qualified Preferred Stock, so long as (x) no Default or Event of Default shall exist at the time of any such issuance or immediately after giving effect thereto, and (viy) for issuances with respect to each issuance of Qualified Equity Interests Preferred Stock, the gross cash proceeds therefrom (or in the case of any Subsidiary Qualified Preferred Stock directly issued as consideration for a Permitted Acquisition, the Fair Market Value thereof of Aleristhe assets received therefor) shall be at least equal to 100% of the liquidation preference thereof at the time of issuance and (ii) issue additional shares of Qualified Preferred Stock to pay in kind regularly scheduled Dividends on Qualified Preferred Stock theretofore issued in compliance with this Section 10.10(c).

Limitation on Issuance of Equity Interests. (a) Aleris The Borrower will not, and will not permit any of its Subsidiaries to, issue (i) any preferred stock or Preferred Stock other preferred equity interests other than than, in the case of the Borrower, Qualified Preferred Stock (x) including rights with respect to Qualified Equity Interests of Aleris and any other preferred stock or other preferred equity interests of Aleris Preferred Stock issued pursuant to Section 10.04 or (y) any preferred stock or other preferred equity interests issued by under a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof Shareholder Rights Plan), or (ii) any redeemable common stock Common Stock, or other redeemable common equity interests Equity Interests representing the right to purchase or acquire Common Stock, other than common stock Common Stock or other such redeemable common equity interests Equity Interests (including rights with respect to Borrower Common Stock issued under a Shareholders Rights Plan) that (x) is or are redeemable at the sole option of Aleris the Borrower or such Subsidiary Subsidiary, as the case may be, or (y) consists solely in the case of Qualified Equity InterestsBorrower Common Stock, if redeemable at the holder’s option, is or are not redeemable by the holder, in whole or in part, on or prior to one year following the latest Maturity Date. (b) Aleris The Borrower will not permit any of its Subsidiaries to issue any Capital Stock or other Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interestsother than as permitted by Section 10.11(a), except (i) for transfers and replacements of then outstanding shares of Capital Stock or other Equity Interests, (ii) for stock splits, stock dividends and other issuances which do not decrease the percentage ownership of Aleris the Borrower or any of its Subsidiaries in any class of the Equity Interests Capital Stock of such Subsidiary, (iii) in the case of Foreign Subsidiaries, to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law, (iv) for issuances by Subsidiaries of the Borrower which are newly created or acquired Subsidiaries in accordance with the terms of this Agreement, (iv) to qualify directors to the extent required by applicable law, and (v) for Equity Interests held by Aleris issuances to employees of PAETEC Software of shares (and options, warrants and other rights to acquire or purchase shares) of the Capital Stock of PAETEC Software pursuant to employee incentive plans in an aggregate amount not to exceed at any time 10% of the number of shares of Capital Stock of PAETEC Software then issued and outstanding, so long as PAETEC Software remains a Wholly-Owned Subsidiary thereof and (vi) for issuances of Qualified Equity Interests of any Subsidiary of AlerisGuarantor.

Limitation on Issuance of Equity Interests. (a) Aleris will not, and Holdings will not permit any of its Subsidiaries to, issue (i) any preferred stock Preferred Equity (or other preferred equity interests any options, warrants or rights to purchase Preferred Equity) (other than (x) Qualified Equity Interests of Aleris and any other preferred stock or other preferred equity interests of Aleris Preferred Stock issued pursuant to Section 10.04 or clause (yc) any preferred stock or other preferred equity interests issued by a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof below) or (ii) any redeemable common stock or other redeemable equivalent common equity interests other than common stock or other redeemable common equity interests that (x) is redeemable at the sole option of Aleris or such Subsidiary or (y) consists solely of Qualified Equity Interests. (b) Aleris will not No Borrower shall, nor shall permit any of its Subsidiaries to to, issue any capital stock or other Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interests), except (i) for transfers and replacements of then outstanding shares of capital stock or other Equity Interests, (ii) for stock splits, stock dividends and additional issuances which do not decrease the aggregate percentage ownership of Aleris or any of Holdings and its Subsidiaries in any class of the capital stock or other Equity Interests of such SubsidiarySubsidiaries, (iii) in the case of Foreign SubsidiariesSubsidiaries of the U.S. Borrower, to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law, (iv) for issuances by newly created Subsidiaries formed after the Effective Date pursuant to Section 9.17 may issue capital stock or acquired Subsidiaries other Equity Interests in accordance with the terms requirements of this Agreement, Section 9.17 and (v) for issuances of Equity Interests held (including Preferred Equity) by Aleris or a any Wholly-Owned Subsidiary thereof of the U.S. Borrower to one or more other Wholly-Owned Subsidiaries of the U.S. Borrower. All capital stock or other Equity Interests issued in accordance with this Section 9.15(b) shall, to the extent required by the relevant Security Document, be delivered to the Collateral Agent for pledge pursuant to such Security Document. (c) Holdings may issue Qualified Preferred Stock so long as (x) no Default or Event of Default shall exist at the time of any such issuance or immediately after giving effect thereto, and (viy) for issuances with respect to each issue of Qualified Equity Interests Preferred Stock, the gross cash proceeds therefrom (or in the case of any Subsidiary Qualified Preferred Stock directly issued as consideration for a Permitted Acquisition, the Fair Market Value thereof of Aleristhe assets received therefor) shall be at least equal to 100% of the liquidation preference thereof at the time of issuance.

Limitation on Issuance of Equity Interests. (a) Aleris The Borrower will not, and will not permit any of its Subsidiaries to, issue (i) any preferred stock or other preferred equity interests Preferred Stock (other than (x) Qualified Equity Interests of Aleris and any other preferred stock or other preferred equity interests of Aleris Preferred Stock issued pursuant to Section 10.04 clauses (c) and (d) below) or (y) any preferred stock options, warrants or other preferred equity interests issued by a Subsidiary of Aleris rights to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof purchase Preferred Stock or (ii) any redeemable common stock or other redeemable common equity interests ordinary Equity Interests (other than common stock or other redeemable common equity interests that Equity Interests issued pursuant to clauses (xc) is redeemable at and (d) below) unless, in either case, the issuance thereof is, and all terms thereof are, satisfactory to the Required Lenders in their sole option of Aleris or such Subsidiary or (y) consists solely of Qualified Equity Interestsdiscretion. (b) Aleris The Borrower will not permit any of its Subsidiaries to issue any Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interests, except (i) for transfers and replacements of then outstanding shares of Equity Interests, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of Aleris the Borrower or any of its Subsidiaries in any class of the Equity Interests of such SubsidiarySubsidiaries, (iii) in the case respect of Foreign Subsidiaries, to qualify directors and director's qualifying shares and/or other nominal amounts of shares to the extent required to be held by local nationals in each case to the extent required by under applicable lawLaw, (iv) for issuances by newly created or acquired Subsidiaries formed after the Initial Borrowing Date pursuant to Section 9.15 may issue Equity Interests in accordance with the terms requirements of this Agreement, Section 9.15 and (v) for Subsidiaries may issue common stock or ordinary shares to the Borrower and its Subsidiaries in connection with any transaction permitted by Section 9.02 and Sections 9.05(o) or (p). All Equity Interests held issued in accordance with this Section 9.13(b) shall, to the extent owned by Aleris any Credit Party and required hereunder or under any Pledge Agreement or other Security Document, be delivered to the Collateral Agent for the benefit of the Secured Creditors pursuant to such Pledge Agreement or other Security Document, as the case may be. (c) The Borrower may issue Disqualified Preferred Stock so long as (i) no Default or Event of Default then exists or would exist immediately after giving effect to the respective issuance, (ii) the aggregate liquidation preference for all Disqualified Preferred Stock issued after the Initial Borrowing Date pursuant to this Section 9.13(c) shall not exceed an amount which, when added to the aggregate principal amount of Indebtedness outstanding under Section 9.04(l), and counting for purposes of this clause (ii) such Disqualified Preferred Stock as Indebtedness, would cause the Total Leverage Ratio (determined on a Wholly-Owned Subsidiary PRO FORMA Basis (after giving effect to the respective issuance of such Disqualified Preferred Stock as if same had been consummated on the first day of the respective Calculation Period)) to exceed 4.75.1.00, (iii) with respect to each issue of Disqualified Preferred Stock, the gross cash proceeds therefrom (or in the case of Disqualified Preferred Stock directly issued as consideration for a Permitted Acquisition, the Fair Market Value thereof (as determined in good faith by the Borrower) of the assets received therefor) shall not exceed the liquidation preference thereof at the time of issuance, (iv) calculations are made by the Borrower of compliance with the financial covenants contained in Sections 9.09 and 9.10 for the Calculation Period most recently ended prior to the date of the respective issuance of Disqualified Preferred Stock, on a PRO FORMA Basis after giving effect to the respective issuance of Disqualified Preferred Stock, and such calculations shall show that such financial covenants would have been complied with if such issuance of Disqualified Preferred Stock had been consummated on the first day of the respective Calculation Period, and (viv) for issuances the Borrower shall furnish to the Administrative Agent a certificate by an Authorized Officer certifying to the best of his or her knowledge as to compliance with the requirements of this Section 9.13(c) and containing the PRO FORMA calculations required by the preceding clauses (ii) and (iv). (d) The Borrower may issue Qualified Preferred Stock (x) in payment of regularly accruing dividends on theretofore outstanding shares of Qualified Equity Interests Preferred Stock as contemplated by Section 9.06(xi) and (y) so long as, with respect to each other issue of any Subsidiary of AlerisQualified Preferred Stock, the Borrower receives reasonably equivalent consideration therefor (as determined in good faith by the Borrower).

Limitation on Issuance of Equity Interests. (a) Aleris Holdings will not, and will not permit any of its Subsidiaries to, issue (i) any preferred stock or other preferred equity interests Preferred Equity (other than (x) Qualified Equity Interests of Aleris and any other preferred stock or other preferred equity interests of Aleris Preferred Stock issued pursuant to Section 10.04 or clause (yc) any preferred stock or other preferred equity interests issued by a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof below) or (ii) any redeemable common stock or other redeemable common equity interests Equity Interests other than common stock or other redeemable common equity interests Equity Interests that (x) is or are redeemable at the sole option of Aleris Holdings or such Subsidiary or (y) consists solely of Qualified Equity InterestsSubsidiary, as the case may be. (b) Aleris Holdings will not permit any of its Subsidiaries to issue any capital stock or other Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock or other Equity Interests, except (i) for transfers and replacements of then outstanding shares of capital stock or other Equity Interests, (ii) for stock splits, stock dividends and other issuances which do not decrease the percentage ownership of Aleris Holdings or any of its Subsidiaries in any class of the capital stock or other Equity Interests of such Subsidiary, (iii) in the case of Foreign SubsidiariesSubsidiaries of Holdings, to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law and for other nominal share issuances to Persons other than Holdings and its Subsidiaries to the extent required under applicable law, (iv) for issuances by Subsidiaries of a Borrower which are newly created or acquired Subsidiaries in accordance with the terms of this Agreement, (v) for Equity Interests held by Aleris to Holdings, a Borrower or a Wholly-Owned Subsidiary thereof Subsidiary, provided that such entity (other than a Borrower) is a Guarantor, and (vi) for issuances Non-Wholly Owned Subsidiaries may issue Equity Interests, subject to compliance with Section 11.02). (c) Holdings may from time to time (i) issue Qualified Preferred Stock, so long as (x) no Default or Event of Default shall exist at the time of any such issuance or immediately after giving effect thereto, and (y) with respect to each issuance of Qualified Equity Interests Preferred Stock, the gross cash proceeds therefrom (or in the case of any Subsidiary Qualified Preferred Stock directly issued as consideration for a Permitted Acquisition, the Fair Market Value of Aleristhe assets received therefor) shall be at least equal to 100% of the liquidation preference thereof at the time of issuance and (ii) issue additional shares of Qualified Preferred Stock to pay in kind regularly scheduled Dividends on Qualified Preferred Stock theretofore issued in compliance with this Section 11.14(c).

Limitation on Issuance of Equity Interests. (a) Aleris will not, and The Borrower will not permit any of its Subsidiaries to, issue (directly or indirectly through an increase in the liquidation value) (i) any preferred stock or other preferred equity interests Preferred Equity (other than (x) Qualified Equity Interests of Aleris Designated Preferred Stock and any other preferred stock or other preferred equity interests of Aleris Disqualified Preferred Stock issued pursuant to Section 10.04 or clause (yc) any preferred stock or other preferred equity interests issued by a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof below and Qualified Preferred Stock) or (ii) any redeemable common stock or other redeemable common equity interests Equity Interests other than common stock or other redeemable common equity interests Equity Interests that (x) is or are redeemable at the sole option of Aleris or such Subsidiary or (y) consists solely of Qualified Equity Intereststhe Borrower. (b) Aleris The Borrower will not permit any of its Restricted Subsidiaries to issue any Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interests, except (i) for transfers and replacements of then outstanding shares of Equity Interests, (ii) for stock splits, stock dividends and other issuances which do not decrease the percentage ownership of Aleris the Borrower or any of its Restricted Subsidiaries (taken as a whole) in any class of the Equity Interests of such Restricted Subsidiary, (iii) in the case of Foreign SubsidiariesRestricted Subsidiaries of the Borrower, to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law and for other nominal share issuances to Persons other than the Borrower and its Restricted Subsidiaries to the extent required under applicable law, (iv) for issuances by Restricted Subsidiaries of the Borrower which are newly created or acquired Subsidiaries in accordance with the terms of this Agreement, (v) in the case of the Equity Plan Unit Subsidiaries only, for Equity Interests held by Aleris or a Whollyissuances of non-Owned voting equity plan units in accordance with the organizational documents of such Restricted Subsidiary thereof as in effect on the Closing Date, and (vi) for issuances of Qualified Preferred Equity Interests to any other Restricted Subsidiary that is a 100%-Owned Subsidiary; provided that, except as provided in preceding clause (vi), in no event shall any Restricted Subsidiary issue any Preferred Equity or any redeemable common stock or other redeemable common Equity Interests (other than common stock or other redeemable common Equity Interests that is or are redeemable at the sole option of such Restricted Subsidiary). (c) The Borrower may from time to time issue Disqualified Preferred Stock and Designated Preferred Stock (including by way of an increase in the liquidation value thereof to pay in kind regularly scheduled Dividends thereon), so long as (i) except in connection with an issuance of additional shares of Disqualified Preferred Stock or Designated Preferred Stock, as applicable, or an increase in the liquidation value of Disqualified Preferred Stock or Designated Preferred Stock, as applicable, to pay in kind regularly scheduled Dividends on then outstanding Disqualified Preferred Stock, no Event of Default shall exist at the time of any Subsidiary such issuance or immediately after giving effect thereto, (ii) immediately after giving effect to such issuance, the Borrower shall be in compliance, on a Pro Forma Basis, with (A) the covenants contained in Sections 10.07 and 10.08 (for purposes of Aleristhis Section 10.11(c)(ii)(A), solely in the case of the Total Senior Secured Leverage Ratio and the Total Leverage Ratio, as if the applicable financial covenant levels in effect pursuant to Section 10.08 were 0.25 lower than those then in effect for such financial covenant) and (B) have a Total Leverage Ratio equal to, or less than, 7.00:1.00, in each case as of the last day of the Calculation Period most recently ended prior to the date of such issuance, and (iii) except in connection with an issuance of additional shares of Disqualified Preferred Stock or Designated Preferred Stock, as applicable, or an increase in the liquidation value of Disqualified Preferred Stock or Designated Preferred Stock, as applicable, to pay in kind regularly scheduled Dividends on then outstanding Disqualified Preferred Stock or Designated Preferred Stock, as applicable, the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by an Authorized Officer of the Borrower, certifying to such officer’s knowledge, compliance with the requirements of preceding clauses (i) and (ii) and containing the calculations of compliance (in reasonable detail) with preceding clause (ii). (d) Notwithstanding the foregoing, (i) the Borrower will not issue any Preferred Equity (other than Designated Preferred Stock) that requires the declaration or payment of Dividends or other distributions (other than Dividends or distributions payable in Equity Interests (other than Disqualified Preferred Stock) or an increase in the liquidation value thereof) and (ii) any Disqualified Preferred Stock and Designated Preferred Stock issued by the Borrower (and all related obligations) shall be subordinated in right of payment to the prior payment in full of all Obligations (other than contingent obligations) on terms reasonably satisfactory to the Administrative Agent and in any event to no lesser extent than the Exchange Notes are subordinated in right of payment to the Obligations pursuant to the terms of the Exchange Notes Documents.

Limitation on Issuance of Equity Interests. (a) Aleris Holdings will not, and will not permit any of its Subsidiaries to, (x) issue (i) any preferred stock or other preferred equity interests Preferred Equity (other than (x) Qualified Equity Interests of Aleris and any other preferred stock or other preferred equity interests of Aleris issued pursuant to Section 10.04 or (y) any preferred stock or other preferred equity interests Preferred Stock issued by a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof Holdings) or (ii) any redeemable common stock or other redeemable common equity interests Equity Interests other than common stock or other redeemable common equity interests Equity Interests that (x) is or are redeemable at the sole option of Aleris Holdings or such Subsidiary Subsidiary, as the case may be, or (y) consists solely convert shares of Qualified Equity InterestsPreferred Stock into shares of Holdings Common Stock to the extent that such conversion would require Holdings or any of its Subsidiaries to make a cash payment to the holders of the Qualified Preferred Stock (whether in respect of accrued and unpaid dividends or otherwise), unless such cash payment would otherwise be permitted under Section 10.03. (b) Aleris Holdings will not permit any of its Subsidiaries to issue any capital stock or other Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock or other Equity Interests, except (i) for transfers and replacements of then outstanding shares of capital stock or other Equity Interests, (ii) for stock splits, stock dividends and other issuances which do not decrease the percentage ownership of Aleris Holdings or any of its Subsidiaries in any class of the capital stock or other Equity Interests of such Subsidiary, (iii) in the case of Foreign SubsidiariesSubsidiaries of Holdings, to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law and for other nominal share issuances to Persons other than Holdings and its Subsidiaries to the extent required under applicable law, and (iv) for issuances by Subsidiaries of the Borrower which are newly created or acquired Subsidiaries in accordance with the terms of this Agreement, (v) for Equity Interests held by Aleris or a Wholly-Owned Subsidiary thereof and (vi) for issuances of Qualified Equity Interests of any Subsidiary of Aleris.

Limitation on Issuance of Equity Interests. (a) Aleris will not, and The Borrower will not permit any of its Subsidiaries to, issue (directly or indirectly through an increase in the liquidation value) (i) any preferred stock or other preferred equity interests Preferred Equity (other than (x) Qualified Equity Interests of Aleris Designated Preferred Stock and any other preferred stock or other preferred equity interests of Aleris Disqualified Preferred Stock issued pursuant to Section 10.04 or clause (yc) any preferred stock or other preferred equity interests issued by a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof below and Qualified Preferred Stock) or (ii) any redeemable common stock or other redeemable common equity interests Equity Interests other than common stock or other redeemable common equity interests Equity Interests that (x) is or are redeemable at the sole option of Aleris or such Subsidiary or (y) consists solely of Qualified Equity Intereststhe Borrower. (b) Aleris The Borrower will not permit any of its Restricted Subsidiaries to issue any Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interests, except (i) for transfers and replacements of then outstanding shares of Equity Interests, (ii) for stock splits, stock dividends and other issuances which do not decrease the percentage ownership of Aleris the Borrower or any of its Restricted Subsidiaries (taken as a whole) in any class of the Equity Interests of such Restricted Subsidiary, (iii) in the case of Foreign SubsidiariesRestricted Subsidiaries of the Borrower, to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law and for other nominal share issuances to Persons other than the Borrower and its Restricted Subsidiaries to the extent required under applicable law, (iv) for issuances by Restricted Subsidiaries of the Borrower which are newly created or acquired Subsidiaries in accordance with the terms of this Agreement, and (v) for issuances of Preferred Equity to any other Restricted Subsidiary that is a 100%-Owned Subsidiary; provided that in no event shall any Restricted Subsidiary issue any Preferred Equity or any redeemable common stock or other redeemable common Equity Interests held (other than common stock or other redeemable common Equity Interests that is or are redeemable at the sole option of such Restricted Subsidiary). (c) The Borrower may from time to time issue Disqualified Preferred Stock and Designated Preferred Stock (including by Aleris way of an increase in the liquidation value thereof to pay in kind regularly scheduled Dividends thereon), so long as (i) except in connection with an issuance of additional shares of Disqualified Preferred Stock or Designated Preferred Stock, as applicable, or an increase in the liquidation value of Disqualified Preferred Stock or Designated Preferred Stock, as applicable, to pay in kind regularly scheduled Dividends on then outstanding Disqualified Preferred Stock, no Event of Default shall exist at the time of any such issuance or immediately after giving effect thereto, (ii) on a Wholly-Owned Subsidiary thereof Pro Forma Basis, the Total Gross Leverage Ratio immediately after giving effect to such issuance is equal to, or less than, the Total Gross Leverage Ratio immediately before giving effect to such issuance, and (viiii) for issuances except in connection with an issuance of Qualified additional shares of Disqualified Preferred Stock or Designated Preferred Stock, as applicable, or an increase in the liquidation value of Disqualified Preferred Stock or Designated Preferred Stock, as applicable, to pay in kind regularly scheduled Dividends on then outstanding Disqualified Preferred Stock, the Borrower shall have delivered to the Administrative Agent an officer's certificate executed by an Authorized Officer of the Borrower, certifying to such officer's knowledge, compliance with the requirements of preceding clauses (i) and (ii) and containing the calculations of compliance (in reasonable detail) with preceding clause (ii). (d) Notwithstanding the foregoing, (i) the Borrower will not issue any Preferred Equity (other than Designated Preferred Stock) that requires the declaration or payment of Dividends or other distributions (other than Dividends or distributions payable in Equity Interests (other than Disqualified Preferred Stock) or an increase in the liquidation value thereof) and (ii) any Disqualified Preferred Stock and Designated Preferred Stock issued by the Borrower (and all related obligations) shall be subordinated in right of any Subsidiary payment to the prior payment in full of Alerisall Obligations (other than contingent obligations) on terms reasonably satisfactory to the Required Lenders.

Limitation on Issuance of Equity Interests. (a) Aleris The Borrower will not, and will not permit any of its Restricted Subsidiaries to, issue (i) any preferred stock or other preferred equity interests Preferred Equity (other than (x) Qualified Equity Interests of Aleris Preferred Stock issued by the Borrower and any other preferred stock or other preferred equity interests of Aleris issued pursuant to Section 10.04 or (y) any preferred stock or other preferred equity interests Preferred Equity issued by a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Restricted Subsidiary thereof of the Borrower to its direct parent company or companies) or (ii) any redeemable common stock or other redeemable common equity interests Equity Interests other than common stock or other redeemable common equity interests Equity Interests that (x) is or are redeemable at the sole option of Aleris the Borrower or such Subsidiary or (y) consists solely of Qualified Equity InterestsRestricted Subsidiary, as the case may be. (b) Aleris The Borrower will not permit any of its Restricted Subsidiaries to issue any capital stock or other Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock or other Equity Interests, except (i) for transfers and replacements of then outstanding shares of capital stock or other Equity Interests, (ii) for stock splits, stock dividends and other issuances which do not decrease the percentage ownership of Aleris or any of the Borrower and its Restricted Subsidiaries in any class of the capital stock or other Equity Interests of such Subsidiary, (iii) in the case of Foreign SubsidiariesSubsidiaries of the Borrower, to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law and for other nominal share issuances to Persons other than the Borrower and its Restricted Subsidiaries to the extent required under applicable law, (iv) for issuances by Restricted Subsidiaries of the Borrower which are newly created or acquired Subsidiaries in accordance with the terms of this Agreement, (v) for in connection with any transaction permitted under Section 9.02(viii), 9.02(ix), 9.02(x) or 9.05(ix) which does not decrease the percentage ownership of the Borrower and its Restricted Subsidiaries in any class of capital stock or other Equity Interests held by Aleris or a Wholly-Owned Subsidiary thereof of its Restricted Subsidiaries and (vi) for issuances as permitted by subclause (y) of Qualified Equity Interests of any Subsidiary of Aleristhe parenthetical contained in Section 9.12(a)(i).

Limitation on Issuance of Equity Interests. (a) Aleris Holdings will not, and will not permit any of its Subsidiaries to, issue (i) any preferred stock or other preferred equity interests Preferred Equity Interests other than (x) issuance by Holdings of Qualified Equity Interests of Aleris and any other preferred stock or other preferred equity interests of Aleris issued Preferred Stock pursuant to Section 10.04 or clause (yc) any preferred stock or other preferred equity interests issued by a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof below or (ii) any redeemable common stock or other redeemable common equity interests Equity Interests other than redeemable common stock or other redeemable common equity interests Equity Interests that (x) is or are redeemable at the sole option of Aleris Holdings or such Subsidiary or (y) consists solely of Qualified Equity InterestsSubsidiary, as the case may be. (b) Aleris Holdings will not permit any of its Subsidiaries to issue any capital stock or other Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock or other Equity Interests, except (i) for transfers and replacements of then outstanding shares of capital stock or other Equity Interests, (ii) for stock splits, stock dividends and other issuances which do not decrease the percentage ownership of Aleris Holdings or any of its Subsidiaries in any class of the capital stock or other Equity Interests of such Subsidiary, (iii) in the case of Foreign SubsidiariesNon-U.S. Subsidiaries of Holdings, to qualify qualifying directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law, law and for other nominal share issuances to Persons other than Holdings and its Subsidiaries to the extent required under applicable law and (iv) for issuances by Subsidiaries of Holdings which are newly created or acquired Subsidiaries in accordance with the terms of this Agreement. (c) Holdings may from time to time (i) issue Qualified Preferred Stock, so long as (vx) for Equity Interests held by Aleris no Default or a Wholly-Owned Subsidiary thereof Event of Default shall exist at the time of any such issuance or immediately after giving effect thereto, and (viy) for issuances with respect to each issuance of Qualified Equity Interests Preferred Stock, the gross cash proceeds therefrom (or in the case of any Subsidiary Qualified Preferred Stock directly issued by Holdings as consideration for Permitted Acquisitions, the Fair Market Value of Aleristhe assets received therefor) shall be at least equal to 100% of the liquidation preference thereof at the time of issuance and (ii) issue additional units of Qualified Preferred Stock to pay in kind regularly scheduled Dividends on Qualified Preferred Stock theretofore issued in compliance with this Section 8.09(c).

Limitation on Issuance of Equity Interests. (a) Aleris will not, and Holdings will not permit any of its Subsidiaries to, issue (i) any preferred stock Preferred Equity (or other preferred equity interests any options, warrants or rights to purchase Preferred Equity) (other than (x) Qualified Equity Interests of Aleris and any other preferred stock or other preferred equity interests of Aleris Preferred Stock issued pursuant to Section 10.04 or clause (yc) any preferred stock or other preferred equity interests issued by a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof below) or (ii) any redeemable common stock or other redeemable equivalent common equity interests other than common stock or other redeemable common equity interests that (x) is redeemable at the sole option of Aleris or such Subsidiary or (y) consists solely of Qualified Equity Interests. (b) Aleris will not Neither Intermediate Holdco nor any Borrower shall, nor shall permit any of its Subsidiaries to to, issue any capital stock or other Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interests), except (i) for transfers and replacements of then outstanding shares of capital stock or other Equity Interests, (ii) for stock splits, stock dividends and additional issuances which do not decrease the aggregate percentage ownership of Aleris or any of Holdings and its Subsidiaries in any class of the capital stock or other Equity Interests of such SubsidiarySubsidiaries, (iii) in the case of Foreign SubsidiariesSubsidiaries of the U.S. Borrower, to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law, (iv) for issuances by newly created Subsidiaries formed after the Initial Borrowing Date pursuant to Section 9.11 -133- (or acquired Subsidiaries Section 9.14 of the Original Credit Agreement) may issue capital stock or other Equity Interests in accordance with the terms requirements of this Section 9.11 (or, for periods prior to the Restatement Effective Date, Section 9.14 of the Original Credit Agreement, ) and (v) for issuances of Equity Interests held (including Preferred Equity) by Aleris or a any Wholly-Owned Subsidiary thereof of the U.S. Borrower to one or more other Wholly-Owned Subsidiaries of the U.S. Borrower. All capital stock or other Equity Interests issued in accordance with this Section 9.09(b) shall, to the extent required by the relevant Security Document, be delivered to the Collateral Agent for pledge pursuant to such Security Document. (c) Holdings may from time to time (i) issue Qualified Preferred Stock, so long as (x) no Default or Event of Default shall exist at the time of any such issuance or immediately after giving effect thereto, and (viy) for issuances with respect to each issuance of Qualified Equity Interests Preferred Stock, the gross cash proceeds therefrom (or in the case of any Subsidiary Qualified Preferred Stock directly issued as consideration for a Permitted Acquisition, the Fair Market Value thereof of Aleristhe assets received therefor) shall be at least equal to 100% of the liquidation preference thereof at the time of issuance and (ii) issue additional shares of Qualified Preferred Stock to pay in kind regularly scheduled Dividends on Qualified Preferred Stock theretofore issued in compliance with this Section 9.09(c).

Limitation on Issuance of Equity Interests. (a) Aleris Holdings will not, and will not permit any of its Subsidiaries (other than Wholly-Owned Subsidiaries) to, issue (i) any preferred stock or other preferred equity interests Preferred Equity (other than (x) Qualified Equity Interests of Aleris and any other preferred stock or other preferred equity interests of Aleris Preferred Stock issued pursuant to Section 10.04 or clause (yc) any preferred stock or other preferred equity interests issued by a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof below) or (ii) any redeemable common stock or other redeemable common equity interests Equity Interests other than common stock or other redeemable common equity interests Equity Interests that (x) is or are redeemable at the sole option of Aleris Holdings or such Subsidiary or (y) consists solely of Qualified Equity InterestsSubsidiary, as the case may be. (b) Aleris Holdings will not permit any of its Subsidiaries to issue any capital stock or other Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock or other Equity Interests, except (i) for transfers and replacements of then outstanding shares of capital stock or other Equity Interests, (ii) for stock splits, stock dividends and other issuances which do not decrease the percentage ownership of Aleris Holdings or any of its Subsidiaries in any class of the capital stock or other Equity Interests of such Subsidiary, (iii) in the case of Foreign SubsidiariesSubsidiaries of Holdings, to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law and for other nominal share issuances to Persons other than Holdings and its Subsidiaries to the extent required under applicable law, (iv) for issuances by Subsidiaries of the Borrower which are newly created or acquired Subsidiaries in accordance with the terms of this Agreement, Agreement and (v) for Non-Wholly Owned Subsidiaries may issue Equity Interests held by Aleris Interests, subject to compliance with Section 5.02(c). (c) Holdings may from time to time (i) issue Qualified Preferred Stock, so long as (x) no Default or a Wholly-Owned Subsidiary thereof Event of Default shall exist at the time of any such issuance or immediately after giving effect thereto, and (viy) for issuances with respect to each issuance of Qualified Equity Interests Preferred Stock, the gross cash proceeds therefrom (or in the case of any Subsidiary Qualified Preferred Stock directly issued as consideration for a Permitted Acquisition, the Fair Market Value of Aleristhe assets received therefor) shall be at least equal to 100% of the liquidation preference thereof at the time of issuance and (ii) issue additional shares of Qualified Preferred Stock to pay in kind regularly scheduled Dividends on Qualified Preferred Stock theretofore issued in compliance with this Section 10.12(c).

Limitation on Issuance of Equity Interests. (a) Aleris The Borrower will not, and will not permit any of its Subsidiaries to, issue (i) any preferred stock or Preferred Stock other preferred equity interests other than than, in the case of the Borrower, Qualified Preferred Stock (x) including rights with respect to Qualified Equity Interests of Aleris and any other preferred stock or other preferred equity interests of Aleris Preferred Stock issued pursuant to Section 10.04 or (y) any preferred stock or other preferred equity interests issued by under a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof Shareholder Rights Plan), or (ii) any redeemable common stock Common Stock, or other redeemable common equity interests Equity Interests representing the right to purchase or acquire Common Stock, other than common stock Common Stock or other such redeemable common equity interests Equity Interests (including rights with respect to Borrower Common Stock issued under a Shareholders Rights Plan) that (x) is or are redeemable at the sole option of Aleris the Borrower or such Subsidiary Subsidiary, as the case may be, or (y) consists solely in the case of Qualified Equity InterestsBorrower Common Stock, if redeemable at the holder’s option, is or are not redeemable by the holder, in whole or in part, on or prior to one year following the then latest Maturity Date in effect on the date of the issuance thereof. (b) Aleris The Borrower will not permit any of its Subsidiaries to issue any Capital Stock or other Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interestsother than as permitted by Section 10.11(a), except (i) for transfers and replacements of then outstanding shares of Capital Stock or other Equity Interests, (ii) for stock splits, stock dividends and other issuances which do not decrease the percentage ownership of Aleris the Borrower or any of its Subsidiaries in any class of the Equity Interests Capital Stock of such Subsidiary, (iii) in the case of Foreign Subsidiaries, to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law, (iv) for issuances by Subsidiaries of the Borrower which are newly created or acquired Subsidiaries in accordance with the terms of this Agreement, (iv) to qualify directors to the extent required by applicable law, and (v) for Equity Interests held by Aleris issuances to employees of PAETEC Software of shares (and options, warrants and other rights to acquire or purchase shares) of the Capital Stock of PAETEC Software pursuant to employee incentive plans in an aggregate amount not to exceed at any time 10% of the number of shares of Capital Stock of PAETEC Software then issued and outstanding, so long as PAETEC Software remains a Wholly-Owned Subsidiary thereof and (vi) for issuances of Qualified Equity Interests of any Subsidiary of AlerisGuarantor.

Limitation on Issuance of Equity Interests. (a) Aleris will not, and The Borrower will not permit any of its Subsidiaries to, issue (i) any preferred stock Preferred Equity (or other preferred equity interests any options, warrants or rights to purchase Preferred Equity), other than (x) Qualified Equity Interests of Aleris and any other preferred stock or other preferred equity interests of Aleris Preferred Stock issued pursuant to Section 10.04 or clause (yc) any preferred stock or other preferred equity interests issued by a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof below, or (ii) any redeemable common stock or other redeemable equivalent common equity interests other than common stock or other redeemable common equity interests that (x) is redeemable at the sole option of Aleris or such Subsidiary or (y) consists solely of Qualified Equity Interests. (b) Aleris The Borrower will not permit any of its Subsidiaries to issue any capital stock or other Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interests), except (i) for transfers and replacements of then outstanding shares of capital stock or other Equity Interests, (ii) for stock splits, stock dividends and additional issuances which do not decrease the aggregate percentage ownership of Aleris or any of the Borrower and its Subsidiaries in any class of the capital stock or other Equity Interests of such SubsidiarySubsidiaries, (iii) in the case of Foreign SubsidiariesSubsidiaries of the Borrower, to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law, (iv) for issuances by newly created Subsidiaries formed after the Effective Date pursuant to Section 9.13 may issue capital stock or acquired Subsidiaries other Equity Interests in accordance with the terms requirements of this Agreement, Section 9.13 and (v) for issuances of Equity Interests held (including Preferred Equity) by Aleris any Subsidiary of the Borrower to the Borrower or a to one or more Wholly-Owned Subsidiary thereof Subsidiaries of the Borrower. All capital stock or other Equity Interests issued in accordance with this Section 9.11(b) shall, to the extent required by the relevant Security Document, be delivered to the Collateral Agent for pledge pursuant to such Security Document. (c) The Borrower may issue Qualified Preferred Stock so long as (x) no Default or Event of Default shall exist at the time of any such issuance or immediately after giving effect thereto, and (viy) for issuances with respect to each issue of Qualified Equity Interests Preferred Stock, the gross cash proceeds therefrom (or in the case of any Subsidiary Qualified Preferred Stock directly issued as consideration for a Permitted Acquisition, the Fair Market Value of Aleristhe assets received therefor) shall be at least equal to 100% of the liquidation preference thereof at the time of issuance.

Limitation on Issuance of Equity Interests. (a) Aleris will not, and will not permit any of its Subsidiaries to, issue (i) any preferred stock or other preferred equity interests other than (x) Qualified Equity Interests Preferred Stock of Aleris and any other preferred stock or other preferred equity interests of Aleris permitted to be issued pursuant to Section 10.04 9.04 or (y) any preferred stock or other preferred equity interests issued by a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are is held by Aleris or a Wholly-Owned Subsidiary thereof or (ii) any redeemable common stock or other redeemable common equity interests other than common stock or other redeemable common equity interests that is redeemable (x) is redeemable at the sole option of Aleris or such Subsidiary or (y) consists solely after the six-month anniversary of Qualified Equity Intereststhe Final Maturity Date, as the case may be. (b) Aleris will not permit any of its Subsidiaries to issue any Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interests, except (i) for transfers and replacements of then outstanding shares of Equity Interests, (ii) for stock splits, stock dividends and issuances which do not decrease the percentage ownership of Aleris or any of its Subsidiaries in any class of the Equity Interests of such Subsidiary, (iii) in the case of Foreign Subsidiaries, to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law, law or (iv) for issuances by newly created or acquired Subsidiaries in accordance with the terms of this Agreement, (v) for Equity Interests held by Aleris or a Wholly-Owned Subsidiary thereof and (vi) for issuances of Qualified Equity Interests of any Subsidiary of Aleris.

Limitation on Issuance of Equity Interests. (a) Aleris will not, and The Borrower will not permit any of its Subsidiaries to, issue (directly or indirectly through an increase in the liquidation value) (i) any preferred stock or other preferred equity interests Preferred Equity (other than (x) Qualified Equity Interests of Aleris Designated Preferred Stock and any other preferred stock or other preferred equity interests of Aleris Disqualified Preferred Stock issued pursuant to Section 10.04 or clause (yc) any preferred stock or other preferred equity interests issued by a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof below and Qualified Preferred Stock) or (ii) any redeemable common stock or other redeemable common equity interests Equity Interests other than common stock or other redeemable common equity interests Equity Interests that (x) is or are redeemable at the sole option of Aleris or such Subsidiary or (y) consists solely of Qualified Equity Intereststhe Borrower. (b) Aleris The Borrower will not permit any of its Restricted Subsidiaries to issue any Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interests, except (i) for transfers and replacements of then outstanding shares of Equity Interests, (ii) for stock splits, stock dividends and other issuances which do not decrease the percentage ownership of Aleris the Borrower or any of its Restricted Subsidiaries (taken as a whole) in any class of the Equity Interests of such Restricted Subsidiary, (iii) in the case of Foreign SubsidiariesRestricted Subsidiaries of the Borrower, to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law and for other nominal share issuances to Persons other than the Borrower and its Restricted Subsidiaries to the extent required under applicable law, (iv) for issuances by Restricted Subsidiaries of the Borrower which are newly created or acquired Subsidiaries in accordance with the terms of this Agreement, (v) in the case of the Equity Plan Unit Subsidiaries only, for Equity Interests held by Aleris or a Whollyissuances of non-Owned voting equity plan units in accordance with the organizational documents of such Restricted Subsidiary thereof as in effect on the Effective Date, and (vi) for issuances of Qualified Preferred Equity Interests to any other Restricted Subsidiary that is a 100%-Owned Subsidiary; provided, that, except as provided in preceding clause (vi), in no event shall any Restricted Subsidiary issue any Preferred Equity or any redeemable common stock or other redeemable common Equity Interests (other than common stock or other redeemable common Equity Interests that is or are redeemable at the sole option of such Restricted Subsidiary). (c) The Borrower may from time to time issue Disqualified Preferred Stock and Designated Preferred Stock (including by way of an increase in the liquidation value thereof to pay in kind regularly scheduled Dividends thereon), so long as (i) except in connection with an issuance of additional shares of Disqualified Preferred Stock or Designated Preferred Stock, as applicable, or an increase in the liquidation value of Disqualified Preferred Stock or Designated Preferred Stock, as applicable, to pay in kind regularly scheduled Dividends on then outstanding Disqualified Preferred Stock, no Event of Default shall exist at the time of any Subsidiary such issuance or immediately after giving effect thereto under the Term Loan Credit Agreement as in effect on the Effective Date or as amended in accordance with the terms of Aleristhe Revolver Intercreditor Agreement. (d) Notwithstanding the foregoing, (i) the Borrower will not issue any Preferred Equity (other than Designated Preferred Stock) that requires the declaration or payment of Dividends or other distributions (other than Dividends or distributions payable in Equity Interests (other than Disqualified Preferred Stock) or an increase in the liquidation value thereof) and (ii) any Disqualified Preferred Stock and Designated Preferred Stock issued by the Borrower (and all related obligations) shall be subordinated in right of payment to the prior payment in full of all Obligations (other than contingent obligations) on terms reasonably satisfactory to the Administrative Agent.

Limitation on Issuance of Equity Interests. (a) Aleris The Borrowers will not, and will not permit any of its their Subsidiaries to, issue (i) any preferred stock Preferred Stock or other preferred equity interests other than (x) Qualified Equity Interests of Aleris and any other preferred stock options, warrants or other preferred equity interests of Aleris issued pursuant rights to Section 10.04 or (y) any preferred stock or other preferred equity interests issued by a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof purchase Preferred Stock or (ii) any redeemable common stock or other redeemable common equity interests other than common stock or other redeemable common equity interests Equity Interests unless, in either case, the issuance thereof is, and all terms thereof are, satisfactory to the Required Lenders in their sole discretion; provided, that notwithstanding the foregoing, FairPoint may issue Qualified Preferred Stock (x) is redeemable at the sole option in payment of Aleris or such Subsidiary or regularly accruing Dividends on theretofore outstanding shares of Qualified Preferred Stock as contemplated by Section 7.06(f) and (y) consists solely with respect to each other issuance of Qualified Equity InterestsPreferred Stock, so long as FairPoint receives reasonably equivalent consideration therefor (as determined in good faith by FairPoint). (b) Aleris The Borrowers will not permit any of its Subsidiaries their Subsidiaries, directly or indirectly, to issue any shares of such Subsidiary’s capital stock, securities or other Equity Interests (including by way of sales of treasury stock) or any warrants, rights or options to acquire shares or warrants to purchase, or securities convertible into, other Equity Interests), except (i) for transfers and replacements of then outstanding shares of capital stock or other Equity InterestsInterest, (ii) for stock splits, stock dividends and similar issuances which do not decrease the percentage ownership of Aleris or any of its the Borrowers and their Subsidiaries taken as a whole in any class of the capital stock or other Equity Interests of such Subsidiary, (iii) other Equity Interests issued pursuant to and in accordance with the case Plan of Foreign Subsidiaries, Reorganization and (iv) to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law, (iv) for issuances by newly created or acquired Subsidiaries in accordance with the terms of this Agreement, (v) for Equity Interests held by Aleris or a Wholly-Owned Subsidiary thereof and (vi) for issuances of Qualified Equity Interests of any Subsidiary of AlerisLaw.

Limitation on Issuance of Equity Interests. (a) Aleris The Borrower will not, and will not permit any of its Subsidiaries to, issue (i) any preferred stock Preferred Stock or other preferred equity interests any options, warrants or rights to purchase Preferred Stock (other than (xPreferred Stock issued in accordance with Section 7.13(c) Qualified Equity Interests of Aleris and any other preferred stock or other preferred equity interests of Aleris issued pursuant to Section 10.04 or (yd) any preferred stock or other preferred equity interests issued by a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof below) or (ii) any redeemable common stock or other redeemable common equity interests other than common stock or other redeemable common equity interests that (x) is redeemable at unless, in either case, the issuance thereof is, and all terms thereof are, satisfactory to the Required Lenders in their sole option of Aleris or such Subsidiary or (y) consists solely of Qualified Equity Interestsdiscretion. (b) Aleris The Borrower will not permit any of its Subsidiaries Subsidiaries, directly or indirectly, to issue any Equity Interests shares of such Subsidiary’s capital stock, securities or other equity interests (including by way of sales of treasury stock) or any warrants, rights or options to acquire shares or warrants to purchase, or securities convertible into, Equity Interestsother equity interests), except (i) for transfers and replacements of then outstanding shares of Equity Interestscapital stock or other equity interests, (ii) for stock splits, stock dividends and similar issuances which do not decrease the percentage ownership of Aleris or any of the Borrower and its Subsidiaries taken as a whole in any class of the Equity Interests capital stock or other equity interests of such Subsidiary, (iii) Subsidiaries formed after the Effective Date pursuant to Section 7.07 may issue capital stock or other equity interests in accordance with the case requirements of Foreign Subsidiaries, Section 7.07 and (iv) to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law. (c) The Borrower may issue Qualified Preferred Stock (x) in payment of regularly accruing dividends on theretofore outstanding shares of Qualified Preferred Stock as contemplated by Section 7.09(a)(xiv) and (y) with respect to each other issue of Qualified Preferred Stock, so long as the Borrower receives reasonably equivalent consideration therefor (as determined in good faith by the Borrower). (d) The Borrower may issue Disqualified Preferred Stock, so long as (i) no Default or Event of Default then exists or would result from the issuance thereof, (ivii) for issuances by newly created or acquired Subsidiaries 100% of the Net Cash Proceeds therefrom are (x) applied as a mandatory repayment and/or commitment reduction in accordance with the terms requirements of this AgreementSection 3.02(A)(c), 2.03(d) or 2.03(f), as the case may be, (vy) used to effect a Permitted Acquisition in accordance with the requirements of Section 6.10 and/or (z) concurrently used by the Borrower (I) to make a voluntary prepayment of RF Loans pursuant to, and in accordance with the requirements of, Section 3.01 and/or (II) to redeem and/or refinance Permitted Senior Unsecured Notes and/or Permitted Junior Capital, in each case in an aggregate principal amount or liquidation preference, as applicable, equal to the aggregate principal amount or liquidation preference, as applicable, of RF Loans, Permitted Senior Unsecured Notes and/or Permitted Junior Capital, as the case may be, actually incurred or issued by the Borrower to finance a Permitted Acquisition or Permitted Acquisitions (and pay related accrued interest and dividends thereon, if any) in the 364-day period prior to such issuance of Disqualified Preferred Stock, (iii) calculations are made by the Borrower demonstrating compliance, on a Pro Forma Basis, with the covenants contained in Sections 7.11 and 7.12 for Equity Interests held by Aleris or a Wholly-Owned Subsidiary thereof the Calculation Period most recently ended prior to the date of such issuance of Disqualified Preferred Stock and (viiv) for issuances the Borrower shall have furnished to the Administrative Agent a certificate from an Authorized Officer certifying as to compliance with the requirements of Qualified Equity Interests of any Subsidiary of Alerispreceding clauses (i), (ii) and (iii) and containing the calculations required by preceding clause (iii).

Limitation on Issuance of Equity Interests. (a) Aleris The Borrower will not, and will not permit any of its Subsidiaries to, issue (i) any preferred stock Preferred Stock or other preferred equity interests any options, warrants or rights to purchase Preferred Stock (other than (xPreferred Stock issued in accordance with Section 7.13(c) Qualified Equity Interests of Aleris and any other preferred stock or other preferred equity interests of Aleris issued pursuant to Section 10.04 or (yd) any preferred stock or other preferred equity interests issued by a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof below) or (ii) any redeemable common stock or other redeemable common equity interests other than common stock or other redeemable common equity interests that (x) is redeemable at unless, in either case, the issuance thereof is, and all terms thereof are, satisfactory to the Required Lenders in their sole option of Aleris or such Subsidiary or (y) consists solely of Qualified Equity Interestsdiscretion. (b) Aleris The Borrower will not permit any of its Subsidiaries Subsidiaries, directly or indirectly, to issue any Equity Interests shares of such Subsidiary’s capital stock, securities or other equity interests (including by way of sales of treasury stock) or any warrants, rights or options to acquire shares or warrants to purchase, or securities convertible into, Equity Interestsother equity interests), except (i) for transfers and replacements of then outstanding shares of Equity Interestscapital stock or other equity interests, (ii) for stock splits, stock dividends and similar issuances which do not decrease the percentage ownership of Aleris or any of the Borrower and its Subsidiaries taken as a whole in any class of the Equity Interests capital stock or other equity interests of such Subsidiary, (iii) Subsidiaries formed after the Closing Date pursuant to Section 7.07 may issue capital stock or other equity interests in accordance with the case requirements of Foreign Subsidiaries, Section 7.07 and (iv) to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law. (c) The Borrower may issue Qualified Preferred Stock (x) in payment of regularly accruing dividends on theretofore outstanding shares of Qualified Preferred Stock as contemplated by Section 7.09(a)(ix) and (y) with respect to each other issue of Qualified Preferred Stock, so long as the Borrower receives reasonably equivalent consideration therefor (as determined in good faith by the Borrower). (d) The Borrower may issue Disqualified Preferred Stock, so long as (i) no Default or Event of Default then exists or would result from the issuance thereof, (ivii) for issuances by newly created or acquired Subsidiaries 100% of the Net Cash Proceeds therefrom are (x) applied as a mandatory repayment and/or commitment reduction in accordance with the terms requirements of this AgreementSection 3.03(A)(c) or 2.03(d) or (e), as the case may be, (vy) used to effect a Permitted Acquisition in accordance with the requirements of Section 6.10 and/or (z) concurrently used by the Borrower (I) to make a voluntary prepayment of RF Loans pursuant to, and in accordance with the requirements of, Section 3.02 and/or (II) to redeem and/or refinance Permitted Junior Capital in an aggregate principal amount or liquidation preference, as applicable, equal to the aggregate principal amount or liquidation preference, as applicable, of RF Loans and/or Permitted Junior Capital, as the case may be, actually incurred or issued by the Borrower to finance a Permitted Acquisition or Permitted Acquisitions (and pay related accrued interest and dividends thereon, if any) in the 364-day period prior to such issuance of Disqualified Preferred Stock, (iii) calculations are made by the Borrower demonstrating compliance, on a Pro Forma Basis, with the covenants contained in Sections 7.11 and 7.12 for Equity Interests held by Aleris or a Wholly-Owned Subsidiary thereof the Calculation Period most recently ended prior to the date of such issuance of Disqualified Preferred Stock and (viiv) for issuances the Borrower shall have furnished to the Administrative Agent a certificate from an Authorized Officer certifying as to compliance with the requirements of Qualified Equity Interests of any Subsidiary of Alerispreceding clauses (i), (ii) and (iii) and containing the calculations required by preceding clause (iii). (e) The Borrower may issue Permitted Junior Capital in accordance with Section 7.04(p).

Limitation on Issuance of Equity Interests. (a) Aleris The Borrower will not, and will not permit any of its Subsidiaries to, issue (i) any preferred stock Preferred Stock or other preferred equity interests any options, warrants or rights to purchase Preferred Stock (other than (xPreferred Stock issued in accordance with Section 7.13(c) Qualified Equity Interests of Aleris and any other preferred stock or other preferred equity interests of Aleris issued pursuant to Section 10.04 or (yd) any preferred stock or other preferred equity interests issued by a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof below) or (ii) any redeemable common stock or other redeemable common equity interests other than common stock or other redeemable common equity interests that (x) is redeemable at unless, in either case, the issuance thereof is, and all terms thereof are, satisfactory to the Required Lenders in their sole option of Aleris or such Subsidiary or (y) consists solely of Qualified Equity Interestsdiscretion. (b) Aleris The Borrower will not permit any of its Subsidiaries Subsidiaries, directly or indirectly, to issue any Equity Interests shares of such Subsidiary’s capital stock, securities or other equity interests (including by way of sales of treasury stock) or any warrants, rights or options to acquire shares or warrants to purchase, or securities convertible into, Equity Interestsother equity interests), except (i) for transfers and replacements of then outstanding shares of Equity Interestscapital stock or other equity interests, (ii) for stock splits, stock dividends and similar issuances which do not decrease the percentage ownership of Aleris or any of the Borrower and its Subsidiaries taken as a whole in any class of the Equity Interests capital stock or other equity interests of such Subsidiary, (iii) Subsidiaries formed after the Effective Date pursuant to Section 7.07 may issue capital stock or other equity interests in accordance with the case requirements of Foreign Subsidiaries, Section 7.07 and (iv) to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law. (c) The Borrower may issue Qualified Preferred Stock (x) in payment of regularly accruing dividends on theretofore outstanding shares of Qualified Preferred Stock as contemplated by Section 7.09(a)(xiv) and (y) with respect to each other issue of Qualified Preferred Stock, so long as the Borrower receives reasonably equivalent consideration therefor (as determined in good faith by the Borrower). (d) The Borrower may issue Disqualified Preferred Stock, so long as (i) no Default or Event of Default then exists or would result from the issuance thereof, (ivii) for issuances by newly created or acquired Subsidiaries 100% of the Net Cash Proceeds therefrom are (x) applied as a mandatory repayment and/or commitment reduction in accordance with the terms requirements of this AgreementSection 3.02(A)(c), 2.03(d) or 2.03(f), as the case may be, (vy) used to effect a Permitted Acquisition in accordance with the requirements of Section 6.10 and/or (z) concurrently used by the Borrower (I) to make a voluntary prepayment of RF Loans pursuant to, and in accordance with the requirements of, Section 3.01 and/or (II) to redeem and/or refinance Permitted Junior Capital, in each case in an aggregate principal amount or liquidation preference, as applicable, equal to the aggregate principal amount or liquidation preference, as applicable, of RF Loans and/or Permitted Junior Capital, as the case may be, actually incurred or issued by the Borrower to finance a Permitted Acquisition or Permitted Acquisitions (and pay related accrued interest and dividends thereon, if any) in the 364-day period prior to such issuance of Disqualified Preferred Stock, (iii) calculations are made by the Borrower demonstrating compliance, on a Pro Forma Basis, with the covenants contained in Sections 7.11 and 7.12 for Equity Interests held by Aleris or a Wholly-Owned Subsidiary thereof the Calculation Period most recently ended prior to the date of such issuance of Disqualified Preferred Stock and (viiv) for issuances the Borrower shall have furnished to the Administrative Agent a certificate from an Authorized Officer certifying as to compliance with the requirements of Qualified Equity Interests of any Subsidiary of Alerispreceding clauses (i), (ii) and (iii) and containing the calculations required by preceding clause (iii).

Limitation on Issuance of Equity Interests. (a) Aleris Holdings will not, and will not permit any of its Subsidiaries to, issue (i) any preferred stock or other preferred equity interests Preferred Equity Interests other than (x) issuance by Holdings of Qualified Equity Interests of Aleris and any other preferred stock or other preferred equity interests of Aleris issued Preferred Stock pursuant to Section 10.04 or clause (yc) any preferred stock or other preferred equity interests issued by a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof below or (ii) any redeemable common stock or other redeemable common equity interests Equity Interests other than redeemable common stock or other redeemable common equity interests Equity Interests that (x) is or are redeemable at the sole option of Aleris Holdings or such Subsidiary or (y) consists solely of Qualified Equity InterestsSubsidiary, as the case may be. (b) Aleris Holdings will not permit any of its Subsidiaries to issue any capital stock or other Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock or other Equity Interests, except (i) for transfers and replacements of then outstanding shares of capital stock or other Equity Interests, (ii) for stock splits, stock dividends and other issuances which do not decrease the percentage ownership of Aleris Holdings or any of its Subsidiaries in any class of the capital stock or other Equity Interests of such Subsidiary, (iii) in the case of Foreign SubsidiariesNon U.S. Subsidiaries of Holdings, to qualify qualifying directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law, law and for other nominal share issuances to Persons other than Holdings and its Subsidiaries to the extent required under applicable law and (iv) for issuances by Subsidiaries of Holdings which are newly created or acquired Subsidiaries in accordance with the terms of this Agreement. (c) Holdings may from time to time (i) issue Qualified Preferred Stock, so long as (vx) for Equity Interests held by Aleris no Default or a Wholly-Owned Subsidiary thereof Event of Default shall exist at the time of any such issuance or immediately after giving effect thereto, and (viy) for issuances with respect to each issuance of Qualified Equity Interests Preferred Stock, the gross cash proceeds therefrom (or in the case of any Subsidiary Qualified Preferred Stock directly issued by Holdings as consideration for Permitted Acquisitions, the Fair Market Value of Aleristhe assets received therefor) shall be at least equal to 100% of the liquidation preference thereof at the time of issuance and (ii) issue additional units of Qualified Preferred Stock to pay in kind regularly scheduled Dividends on Qualified Preferred Stock theretofore issued in compliance with this Section 8.13(c).

Limitation on Issuance of Equity Interests. (a) Aleris Each of Holdings and each other Borrower will not, and will not permit any of its their respective Subsidiaries to, issue (i) any preferred stock or other preferred equity interests Preferred Equity (other than (x) Qualified Equity Interests of Aleris and any other preferred stock or other preferred equity interests of Aleris Preferred Stock issued pursuant to Section 10.04 or clause (yc) any preferred stock or other preferred equity interests issued by a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof below) or (ii) any redeemable common stock or other redeemable common equity interests Equity Interests other than common stock or other redeemable common equity interests Equity Interests that (x) is or are redeemable at the sole option of Aleris Holdings or such Subsidiary or (y) consists solely of Qualified Equity InterestsSubsidiary, as the case may be. (b) Aleris Each of Holdings and each other Borrower will not permit any of its their respective Subsidiaries to issue any capital stock or other Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock or other Equity Interests, except (i) for transfers and replacements of then outstanding shares of capital stock or other Equity Interests, (ii) for stock splits, stock dividends and other issuances which do not decrease the percentage ownership of Aleris Holdings or any of its Subsidiaries in any class of the capital stock or other Equity Interests of such Subsidiary, (iii) in the case of Foreign SubsidiariesSubsidiaries of Holdings, to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law and for other nominal share issuances to Persons other than Holdings and its Subsidiaries to the extent required under applicable law, (iv) for issuances by Subsidiaries of Holdings which are newly created or acquired Subsidiaries in accordance with the terms of this Agreement, Agreement and (v) for Non-Wholly Owned Subsidiaries may issue Equity Interests held by Aleris or a Wholly-Owned Subsidiary thereof and Interests. (vic) for issuances of Holdings may from time to time issue Qualified Equity Interests of any Subsidiary of AlerisPreferred Stock.

Limitation on Issuance of Equity Interests. (a) Aleris will not, and will not permit any of its Subsidiaries to, issue (i) any preferred stock or other preferred equity interests other than (x) Qualified Equity Interests Preferred Stock of Aleris and any other preferred stock or other preferred equity interests of Aleris issued pursuant to Section 10.04 or (y) any preferred stock or other preferred equity interests issued by a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are is held by Aleris or a Wholly-Owned Subsidiary thereof or (ii) any redeemable common stock or other redeemable common equity interests other than common stock or other redeemable common equity interests that is redeemable (x) is redeemable at the sole option of Aleris or such Subsidiary or (y) consists solely after the six-month anniversary of Qualified Equity Intereststhe Final Maturity Date, as the case may be. (b) Aleris will not permit any of its Subsidiaries to issue any Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interests, except (i) for transfers and replacements of then outstanding shares of Equity Interests, (ii) for stock splits, stock dividends and issuances which do not decrease the percentage ownership of Aleris or any of its Subsidiaries in any class of the Equity Interests of such Subsidiary, (iii) in the case of Foreign Subsidiaries, to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law, law or (iv) for issuances by newly created or acquired Subsidiaries in accordance with the terms of this Agreement, (v) for Equity Interests held by Aleris or a Wholly-Owned Subsidiary thereof and (vi) for issuances of Qualified Equity Interests of any Subsidiary of Aleris.

Limitation on Issuance of Equity Interests. (a) Aleris will not, and will not permit any of its Subsidiaries to, issue (i) any preferred stock or other preferred equity interests other than (x) Qualified Equity Interests of Aleris and any other preferred stock or other preferred equity interests of Aleris issued pursuant to Section 10.04 or (y) any preferred stock or other preferred equity interests issued by a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof or (ii) any redeemable common stock or other redeemable common equity interests other than common stock or other redeemable common equity interests that (x) is redeemable at the sole option of Aleris or such Subsidiary or (y) consists solely of Qualified Equity Interests. (b) Aleris will not permit any of its Subsidiaries to issue any Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interests, except (i) for transfers and replacements of then outstanding shares of Equity Interests, (ii) for stock splits, stock dividends and issuances which do not decrease the percentage ownership of Aleris or any of its Subsidiaries in any class of the Equity Interests of such Subsidiary, (iii) in the case of Foreign Subsidiaries, to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law, (iv) for issuances by newly created or acquired Subsidiaries in accordance with the terms of this Agreement, (v) for Equity Interests held by Aleris or a Wholly-Owned Subsidiary thereof and (vi) subject to the penultimate paragraph of Section 10.02 and the last sentence of Section 9.12, for issuances of Qualified Equity Interests of any Subsidiary of Aleris.

Limitation on Issuance of Equity Interests. (a) Aleris The Borrower will not, and will not permit any of its Subsidiaries to, issue (i) any preferred stock or other preferred equity interests Preferred Equity (other than (x) Qualified Equity Interests of Aleris Preferred Stock issued by the Borrower and any other preferred stock or other preferred equity interests of Aleris issued pursuant to Section 10.04 or (y) any preferred stock or other preferred equity interests Preferred Equity issued by a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof of the Borrower to its direct parent company or companies) or (ii) any redeemable common stock or other redeemable common equity interests Equity Interests other than common stock or other redeemable common equity interests Equity Interests that (x) is or are redeemable at the sole option of Aleris the Borrower or such Subsidiary or (y) consists solely of Qualified Equity InterestsSubsidiary, as the case may be. (b) Aleris The Borrower will not permit any of its Subsidiaries to issue any capital stock or other Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock or other Equity Interests, except (i) for transfers and replacements of then outstanding shares of capital stock or other Equity Interests, (ii) for stock splits, stock dividends and other issuances which do not decrease the percentage ownership of Aleris or any of the Borrower and its Subsidiaries in any class of the capital stock or other Equity Interests of such Subsidiary, (iii) in the case of Foreign SubsidiariesSubsidiaries of the Borrower, to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law and for other nominal share issuances to Persons other than the Borrower and its Subsidiaries to the extent required under applicable law, (iv) for issuances by Subsidiaries of the Borrower which are newly created or acquired Subsidiaries in accordance with the terms of this Agreement, (v) for in connection with any transaction permitted under Section 9.02(viii), 9.02(ix), 9.02(x), 9.05(ix), 9.05(xviii) or 9.05(xix) which does not decrease the percentage ownership of the Borrower and its Subsidiaries in any class of capital stock or other Equity Interests held by Aleris or a Wholly-Owned Subsidiary thereof of its Subsidiaries and (vi) for issuances as permitted by sub-clause (y) of Qualified Equity Interests of any Subsidiary of Aleristhe parenthetical contained in Section 9.12(a)(i).

Limitation on Issuance of Equity Interests. (a) Aleris The Borrower will not, and will not permit any of its Subsidiaries to, issue (i) any preferred stock or other preferred equity interests Equity Interests other than (x) Qualified Preferred Stock of the Borrower and, in connection with issuances of Equity Interests permitted under Section 10.10(b)(v), of Aleris and any other preferred stock or other preferred equity interests Non-Wholly Owned Subsidiaries of Aleris issued pursuant to Section 10.04 or the Borrower, (y) any preferred stock or other preferred equity interests Equity Interests issued by a Subsidiary of Aleris the Borrower to the extent that such preferred stock or preferred equity interest are held by Aleris Borrower or a WhollySubsidiary Guarantor and (z) preferred Equity Interests issued by a Non-Owned Guarantor Subsidiary thereof to another Non-Guarantor Subsidiary, or (ii) any redeemable common stock or other redeemable common equity interests Equity Interests other than common stock or other redeemable common equity interests Equity Interests that (x) is are redeemable at the sole option of Aleris the Borrower or such Subsidiary Subsidiary, as the case may be, or that are not mandatorily redeemable prior to the date occurring 91 days following the latest Maturity Date then in effect (y) consists solely of Qualified Equity Interestsexcept to the extent the same would be permitted pursuant to Section 10.03). (b) Aleris The Borrower will not permit any of its Subsidiaries to issue any capital stock or other Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock or other Equity Interests, except (i) for transfers and replacements of then outstanding shares of capital stock or other Equity Interests, (ii) for stock splits, stock dividends and other issuances which do not decrease the percentage ownership of Aleris or any of the Borrower and its Subsidiaries in any class of the Equity Interests capital stock or other equity interests of such Subsidiary, (iii) in the case of Foreign SubsidiariesSubsidiaries of the Borrower, to qualify directors and other for nominal amounts shares required to be held by local nationals nationals, in each case to the extent required by applicable law, (iv) for issuances by Subsidiaries of the Borrower which are newly created or acquired Subsidiaries in accordance with the terms of this Agreement, Agreement or (v) for issuances by Non-Wholly Owned Subsidiaries of their respective Equity Interests held to the Borrower, its Subsidiaries and to other third Persons, so long as (x) the Investment made by Aleris the Borrower or such Subsidiary as a Wholly-Owned Subsidiary thereof result of such Issuance is permitted under Section 10.05(vii), (xix), (xxi) or (xxii) and (viy) for any such issuances of Qualified Equity Interests of any Subsidiary of Aleristo third Persons are at fair market value and the Net Sale Proceeds received from such third Persons in connection with such issuances are applied and/or reinvested as (and to the extent) required by Section 5.02(d).

Limitation on Issuance of Equity Interests. (a) Aleris The Borrower will not, and will not permit any of its Subsidiaries to, issue (i) any preferred stock or other preferred equity interests Preferred Equity (other than (x) Qualified Preferred Equity Interests of Aleris and any other preferred stock or other preferred equity interests of Aleris issued pursuant to Section 10.04 or clauses (yc) any preferred stock or other preferred equity interests issued by a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof and (d) below) or (ii) any redeemable common stock or other redeemable common equity interests Equity Interests other than common stock or other redeemable common equity interests Equity Interests that are (x) is redeemable at the sole option of Aleris the Borrower or such Subsidiary Subsidiary, as the case may be, or (y) consists solely “redeemable” as a result of Qualified the repayment of Indebtedness convertible into Equity InterestsInterests permitted by Section 10.04, to the extent the repayment thereof is permitted by Section 10.11. (b) Aleris The Borrower will not permit any of its Subsidiaries to issue any capital stock or other Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock or other Equity Interests, except (i) for transfers and replacements of then outstanding shares of capital stock or other Equity Interests, (ii) for stock splits, stock dividends and other issuances which do not decrease the percentage ownership (determined on a consolidated basis for the Borrower and its Subsidiaries, taken as a whole) of Aleris the Borrower or any of its Subsidiaries in any class of the capital stock or other Equity Interests of such Subsidiary, (iii) in the case of Foreign Subsidiaries, to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law, (iv) for issuances by Subsidiaries of the Borrower which are newly created or acquired Subsidiaries in accordance with the terms of this Agreement, (v) for Non-Wholly Owned Subsidiaries may issue Equity Interests held by Aleris or a Wholly-Owned Subsidiary thereof Interests, subject to compliance with Section 5.02(c) and (vi) StayFriends GmbH may issue or sell its Equity Interests to T-Online International AG, to the extent permitted by Section 10.02(xvii). (c) The Borrower may issue Permitted Disqualified Preferred Stock from time to time, so long as (i) no Default of Event of Default then exists or would exist immediately after giving effect to the respective issuance, (ii) the aggregate liquidation preference of any Permitted Disqualified Preferred Stock so issued pursuant to this Section 10.13(c) shall not exceed, when aggregated with (I) the aggregate liquidation preference of all other Permitted Disqualified Preferred Stock issued pursuant to this Section 10.13(c) after the Effective Date and then outstanding and (II) the aggregate principal amount of all Permitted Subordinated Notes then outstanding, the Maximum Junior Capital Amount as then in effect, (iii) calculations are made by the Borrower demonstrating compliance with the covenants contained in Sections 10.08, 10.09 and 10.10 for issuances the Calculation Period most recently ended prior to the date of the respective issuance of Permitted Disqualified Preferred Stock, determined on a Pro Forma Basis (after giving effect to the respective issuance of Permitted Disqualified Preferred Stock), (iv) calculations are made by the Borrower demonstrating compliance with a Senior Leverage Ratio of less than 1.00:1.00 at such time, determined on a Pro Forma Basis (after giving effect to the respective issuance of Permitted Disqualified Preferred Stock), (v) the Net Cash Proceeds from the respective issuance of Permitted Disqualified Preferred Stock shall be applied to repay Term Loans, as, and to the extent, required by Section 5.02(c), (vi) same is not issued directly as consideration in connection with a purchase, acquisition or other investment made by the Borrower or any of its Subsidiaries and (vii) the Borrower shall have furnished to the Administrative Agent a certificate from an Authorized Officer of the Borrower certifying, to the best of his or her knowledge, as to compliance with the requirements of this Section 10.13(c) and containing the calculations (in reasonable detail) required by the preceding clauses (iii) and (iv). (d) The Borrower may issue Qualified Preferred Stock (x) in payment of regularly accruing dividends on outstanding shares of Qualified Equity Interests Preferred Stock as contemplated by Section 10.03(viii) and (y) so long as, with respect to each other issue of any Subsidiary of AlerisQualified Preferred Stock, the Borrower receives reasonably equivalent consideration (as determined in good faith by the Borrower).

Limitation on Issuance of Equity Interests. (a) Aleris will not, and Holdings will not permit any of its Subsidiaries to, issue (i) any preferred stock Preferred Equity (or other preferred equity interests any options, warrants or rights to purchase Preferred Equity) (other than (x) Qualified Equity Interests of Aleris and any other preferred stock or other preferred equity interests of Aleris Preferred Stock issued pursuant to Section 10.04 or clause (yc) any preferred stock or other preferred equity interests issued by a Subsidiary of Aleris to the extent that such preferred stock or preferred equity interest are held by Aleris or a Wholly-Owned Subsidiary thereof below) or (ii) any redeemable common stock or other redeemable equivalent common equity interests other than common stock or other redeemable common equity interests that (x) is redeemable at the sole option of Aleris or such Subsidiary or (y) consists solely of Qualified Equity Interests. (b) Aleris will not Neither Intermediate Holdco nor any Borrower shall, nor shall permit any of its Subsidiaries to to, issue any capital stock or other Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interests), except (i) for transfers and replacements of then outstanding shares of capital stock or other Equity Interests, (ii) for stock splits, stock dividends and additional issuances which do not decrease the aggregate percentage ownership of Aleris or any of Holdings and its Subsidiaries in any class of the capital stock or other Equity Interests of such SubsidiarySubsidiaries, (iii) in the case of Foreign SubsidiariesSubsidiaries of the U.S. Borrower, to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law, (iv) for issuances by newly created Subsidiaries formed after the Initial Borrowing Date pursuant to Section 9.11 (or acquired Subsidiaries Section 9.14 of the Original Credit Agreement) may issue capital stock or other Equity Interests in accordance with the terms requirements of this Section 9.11 (or, for periods prior to the Restatement Effective Date, Section 9.14 of the Original Credit Agreement, ) and (v) for issuances of Equity Interests held (including Preferred Equity) by Aleris or a any Wholly-Owned Subsidiary thereof of the U.S. Borrower to one or more other Wholly-Owned Subsidiaries of the U.S. Borrower. All capital stock or other Equity Interests issued in accordance with this Section 9.09(b) shall, to the extent required by the relevant Security Document, be delivered to the Collateral Agent for pledge pursuant to such Security Document. (c) Holdings may from time to time (i) issue Qualified Preferred Stock, so long as (x) no Default or Event of Default shall exist at the time of any such issuance or immediately after giving effect thereto, and (viy) for issuances with respect to each issuance of Qualified Equity Interests Preferred Stock, the gross cash proceeds therefrom (or in the case of any Subsidiary Qualified Preferred Stock directly issued as consideration for a Permitted Acquisition, the Fair Market Value thereof of Aleristhe assets received therefor) shall be at least equal to 100% of the liquidation preference thereof at the time of issuance and (ii) issue additional shares of Qualified Preferred Stock to pay in kind regularly scheduled Dividends on Qualified Preferred Stock theretofore issued in compliance with this Section 9.09(c).