Common use of O N T E N T S Clause in Contracts

O N T E N T S. Section Page Section 1. Guaranty; Limitation of Liability 1 Section 2. Guaranty Absolute 2 Section 3. Waivers and Acknowledgments 3 Section 4. Subrogation 4 Section 5. Payments Free and Clear of Taxes, Etc. 6 Section 6. Representations and Warranties 6 Section 7. Covenants 6 Section 8. Amendments, Etc. 6 Section 9. Notices, Etc. 6 Section 10. No Waiver; Remedies 7 Section 11. Expenses and Indemnification 7 Section 12. Right of Set-off 7 Section 13. Continuing Guaranty; Assignments under the Credit Agreement 7 Section 14. Keepwell 8 Section 15. Severability 8 Section 16. Execution in Counterparts 9 Section 17. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. 9 FIRST LIEN HOLDINGS GUARANTY FIRST LIEN HOLDINGS GUARANTY dated as of June 25, 2018 (this “Guaranty”) between Aleris Corporation, a Delaware corporation (“Holdings”), and Deutsche Bank AG New York Branch, as Collateral Agent. PRELIMINARY STATEMENT Aleris International, Inc., a Delaware corporation (the “Borrower”), is party to a First Lien Credit Agreement dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) with Holdings, each Lender from time to time party thereto and Deutsche Bank AG New York Branch, as Administrative Agent and as Collateral Agent. Holdings may receive, directly or indirectly, a portion of the proceeds of the Term Loans under the Credit Agreement and will derive substantial direct and indirect benefits from the transactions contemplated by the Credit Agreement. It is a condition precedent to the making of Term Loans by the Lenders under the Credit Agreement and the entry by the Hedge Banks into Secured Hedge Agreements from time to time, that Holdings shall have executed and delivered this Guaranty.

O N T E N T S. Section Page Section 1. Guaranty; Limitation Grant of Liability 1 Security 4 Section 2. Guaranty Absolute 2 Security for Obligations 7 Section 3. Waivers and Acknowledgments 3 Grantors Remain Liable 8 Section 4. Subrogation 4 Delivery and Control of Security Collateral 8 Section 5. Payments Free and Clear Maintaining Collateral Accounts, Letters of Taxes, Etc. 6 Credit 10 Section 6. Representations and Warranties 6 11 Section 7. Covenants 6 Further Assurances 14 Section 8. Amendments, As to Insurance 15 Section 9. Post-Closing Changes; Bailees; Collections on Assigned Agreements and Accounts 15 Section 10. As to Intellectual Property Collateral 16 Section 11. Voting Rights; Dividends; Etc. 6 18 Section 912. Additional Shares 19 Section 13. Collateral Agent Appointed Attorney-in-Fact 19 Section 14. Collateral Agent May Perform 20 Section 15. The Collateral Agent’s Duties 20 Section 16. Remedies 21 Section 17. Expenses 23 Section 18. Amendments; Waivers; Additional Grantors; Etc. 23 Section 19. Notices, Etc. 6 24 Section 10. No Waiver; Remedies 7 Section 11. Expenses and Indemnification 7 Section 12. Right of Set-off 7 Section 1320. Continuing GuarantySecurity Interest 24 Section 21. Amalgamation 24 Section 22. Release; Assignments under the Credit Agreement 7 Termination 25 Section 14. Keepwell 8 Section 15. Severability 8 Section 1623. Execution in Counterparts 9 25 Section 1724. The Mortgages 26 Section 25. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. 9 FIRST LIEN HOLDINGS GUARANTY FIRST LIEN HOLDINGS GUARANTY 26 Section 26. Intercreditor Agreement 27 Schedules: Schedule I - Names, Type of Organization, Jurisdiction of Organization, Organizational Identification Number, Tax Identification Number, Trade Names, Locations, Predecessor Entities Schedule II - Pledged Interests Schedule III - Intellectual Property Collateral Schedule IV - Letters of Credit Schedule V - Equipment and Inventory Schedule VI - Real Property Exhibits: Exhibit A - Form of Security Agreement Supplement Exhibit B - Form of Intellectual Property Security Agreement Exhibit C - Form of Intellectual Property Security Agreement Supplement SECURITY AGREEMENT dated as of June 25May 10, 2018 (this “Guaranty”) between Aleris Corporation, a Delaware corporation (“Holdings”), and Deutsche Bank AG New York Branch, as Collateral Agent. PRELIMINARY STATEMENT Aleris International, Inc., a Delaware corporation (the “Borrower”), is party to a First Lien Credit Agreement dated as of the date hereof 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the this “Credit Agreement”; ), between Axalta Coating Systems Canada Company (formerly known as DuPont Performance Coatings Canada Company), a Nova Scotia unlimited company (“Axalta”), the capitalized terms defined therein and not otherwise defined herein being used herein Additional Grantors (as therein hereinafter defined) with Holdings, each Lender from time to time party thereto hereto (Axalta and Deutsche Bank AG New York Branchsuch Additional Grantors being, collectively, the “Grantors”), and WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington Trust”) as Administrative Agent and as collateral agent (in such capacity, together with any successor collateral agent appointed pursuant to the Euro Notes Indenture referred to below, the “Collateral Agent. Holdings may receive, directly or indirectly, a portion of ”) for the proceeds of Secured Parties (as defined in the Term Loans under the Credit Agreement and will derive substantial direct and indirect benefits from the transactions contemplated by the Credit Agreement. It is a condition precedent Euro Notes Indenture referred to the making of Term Loans by the Lenders under the Credit Agreement and the entry by the Hedge Banks into Secured Hedge Agreements from time to time, that Holdings shall have executed and delivered this Guarantybelow).

O N T E N T S. Section Page Section 1. Guaranty; Limitation of Liability 1 Section 2. Guaranty Absolute 2 Section 3. Waivers and Acknowledgments 3 4 Section 4. Subrogation 4 5 Section 5. Payments Free and Clear of Taxes, Etc. 6 5 Section 6. Representations and Warranties 6 Section 7. Covenants 6 Section 8. Amendments, Guaranty Supplements, Etc. 6 Section 9. Notices, Etc. 6 7 Section 10. No Waiver; Remedies 7 Section 11. Expenses and Indemnification 7 Section 12. Right of Set-off 7 Section 12. Indemnification 8 Section 13. Continuing Guaranty; Assignments under the Credit Agreement 7 8 Section 14. Keepwell 8 Judgments. 9 Section 15. Severability 8 Section 16. Execution in Counterparts 9 Section 1716. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. 9 FIRST LIEN HOLDINGS Exhibit A - Guaranty Supplement Foreign Guaranty FOREIGN GUARANTY FIRST LIEN HOLDINGS FOREIGN GUARANTY dated as of June 25April 27, 2018 (this 2006 made by the Persons listed on the signature pages hereof under the caption “Guaranty”) between Aleris Corporation, a Delaware corporation (“Holdings”), Foreign Guarantors” and Deutsche Bank AG New York Branch, as Collateral Agent. PRELIMINARY STATEMENT Aleris International, Inc., a Delaware corporation (the “Borrower”), is party to a First Lien Credit Agreement dated as of the date hereof Additional Guarantors (as amendeddefined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, amended and restated, supplemented or otherwise modified from time to timecollectively, the “Credit Agreement”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) with HoldingsGuarantors” and, individually, each Lender from time to time party thereto and Deutsche Bank AG New York Branch, as Administrative Agent and as Collateral Agent. Holdings may receive, directly or indirectly, a portion “Guarantor”) in favor of the proceeds of the Term Loans under Secured Parties (as defined in the Credit Agreement and will derive substantial direct and indirect benefits from the transactions contemplated by the Credit Agreement. It is a condition precedent referred to the making of Term Loans by the Lenders under the Credit Agreement and the entry by the Hedge Banks into Secured Hedge Agreements from time to time, that Holdings shall have executed and delivered this Guarantybelow).

O N T E N T S. Section Page Section 1. Guaranty; Limitation of Liability 1 Section 2. Guaranty Absolute 2 Section 3. Waivers and Acknowledgments 3 Section 4. Subrogation 4 Section 5. Payments Free and Clear of Taxes, Etc. 6 5 Section 6. Representations and Warranties 6 5 Section 7. Covenants 6 Section 8. Amendments, Guaranty Supplements, Etc. 6 Section 9. Notices, Etc. 6 7 Section 10. No Waiver; Remedies 7 Section 11. Expenses and Indemnification 7 Section 12. Right of Set-off 7 Section 12. Indemnification 7 Section 13. Continuing Guaranty; Assignments under the Credit Agreement 7 8 Section 14. Keepwell 8 Section 15. Severability 8 Section 16. Execution in Counterparts 9 Section 1715. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. 9 FIRST LIEN HOLDINGS Exhibit A - Guaranty Supplement Guaranty DOMESTIC GUARANTY FIRST LIEN HOLDINGS DOMESTIC GUARANTY dated as of June 25, 2018 (this “Guaranty”) between Aleris Corporation, a Delaware corporation (“Holdings”), and Deutsche Bank AG New York Branch, as Collateral Agent. PRELIMINARY STATEMENT Aleris International, Inc., a Delaware corporation (the “Borrower”), is party to a First Lien Credit Agreement dated as of May 12, 2011 made by the date Persons listed on the signature pages hereof under the caption “Subsidiary Guarantors” and the Additional Guarantors (as amendeddefined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, amended and restated, supplemented or otherwise modified from time to timecollectively, the “Credit Agreement”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) with HoldingsGuarantors” and, individually, each Lender from time to time party thereto and Deutsche Bank AG New York Branch, as Administrative Agent and as Collateral Agent. Holdings may receive, directly or indirectly, a portion “Guarantor”) in favor of the proceeds of the Term Loans under Secured Parties (as defined in the Credit Agreement and will derive substantial direct and indirect benefits from the transactions contemplated by the Credit Agreement. It is a condition precedent referred to the making of Term Loans by the Lenders under the Credit Agreement and the entry by the Hedge Banks into Secured Hedge Agreements from time to time, that Holdings shall have executed and delivered this Guarantybelow).

O N T E N T S. Section Page Section 1. Guaranty; Limitation of Liability 1 12 Section 2. Guaranty Absolute 2 23 Section 3. Waivers and Acknowledgments 3 45 Section 4. Subrogation 4 5 Section 5. Payments Free and Clear of Taxes, Etc. 6 56 Section 6. Representations and Warranties 6 Section 7. Covenants 6 67 Section 8. Amendments, Guaranty Supplements, Etc. 6 67 Section 9. Notices, Etc. 6 7 Section 10. No Waiver; Remedies 7 78 Section 11. Expenses and Indemnification 7 Section 12. Right of Set-off 7 78 Section 12. Indemnification 8 Section 13. Continuing Guaranty; Assignments under the Credit Agreement 7 89 Section 14. Keepwell 8 Judgments. 9 Section 15. Severability 8 Section 16. Execution in Counterparts 9 910 Section 1716. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. 9 FIRST LIEN HOLDINGS 910 Exhibit A - Guaranty Supplement Foreign Guarantee NYDOCS01/1267209 FOREIGN GUARANTY FIRST LIEN HOLDINGS FOREIGN GUARANTY dated as of June 25May 12, 2018 (this 2011 made by the Persons listed on the signature pages hereof under the caption “Guaranty”) between Aleris Corporation, a Delaware corporation (“Holdings”), Foreign Guarantors” and Deutsche Bank AG New York Branch, as Collateral Agent. PRELIMINARY STATEMENT Aleris International, Inc., a Delaware corporation (the “Borrower”), is party to a First Lien Credit Agreement dated as of the date hereof Additional Guarantors (as amendeddefined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, amended and restated, supplemented or otherwise modified from time to timecollectively, the “Credit Agreement”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) with HoldingsGuarantors” and, individually, each Lender from time to time party thereto and Deutsche Bank AG New York Branch, as Administrative Agent and as Collateral Agent. Holdings may receive, directly or indirectly, a portion “Guarantor”) in favor of the proceeds of the Term Loans under Secured Parties (as defined in the Credit Agreement and will derive substantial direct and indirect benefits from the transactions contemplated by the Credit Agreement. It is a condition precedent referred to the making of Term Loans by the Lenders under the Credit Agreement and the entry by the Hedge Banks into Secured Hedge Agreements from time to time, that Holdings shall have executed and delivered this Guarantybelow).

O N T E N T S. Section Page Section 1. Guaranty; Limitation Grant of Liability 1 Security 2 Section 2. Guaranty Absolute 2 Security for Obligations 6 Section 3. Waivers and Acknowledgments 3 Grantors Remain Liable 6 Section 4. Subrogation 4 Delivery and Control of Security Collateral 7 Section 5. Payments Free and Clear of Taxes, Etc. 6 Maintaining the Account Collateral 8 Section 6. Representations and Warranties 6 9 Section 7. Covenants 6 Further Assurances 12 Section 8. Amendments, Etc. 6 As to Equipment and Inventory 13 Section 9. Notices, Etc. 6 Insurance 14 Section 10. No WaiverPost-Closing Changes; Remedies 7 Collections on Assigned Agreements and Receivables 15 Section 11. Expenses and Indemnification 7 Section 12. Right of Set-off 7 As to Intellectual Property Collateral 16 Section 13. As to the Assigned Agreements 19 Section 14. As to Letter-of-Credit Rights 19 Section 15. Transfers and Other Liens; Additional Shares 20 Section 16. Agent Appointed Attorney in Fact 20 Section 17. Agent May Perform 21 Section 18. The Agent’s Duties 21 Section 19. Remedies 22 Section 20. Indemnity and Expenses 24 Section 21. Amendments; Waivers; Additional Grantors; Etc. 25 Section 22. Confidentiality; Notices; References. 25 Section 23. Continuing GuarantySecurity Interest; Assignments under Under the Credit Agreement 7 26 Section 1424. Keepwell 8 Release; Termination 26 Section 1525. Severability 8 Currency Reference 27 Section 1626. Execution in Counterparts 9 27 Section 1727. Governing Law; Jurisdiction; Waiver Law 27 Section 28. Marshalling 27 Schedules Schedule I Investment Property Schedule II Pledged Deposit Accounts Schedule III Receivables and Agreement Collateral Schedule IV Intellectual Property Schedule V Location, Chief Executive Office, Type of Jury TrialOrganization, Etc. 9 FIRST LIEN HOLDINGS GUARANTY FIRST LIEN HOLDINGS GUARANTY Jurisdiction of Organization, Organizational Identification Number and Jurisdictions of Tangible Personal Property Schedule VI [Reserved] Schedule VII Letters of Credit Schedule VIII Equipment Locations Schedule IX Inventory Locations Exhibits Exhibit A Form of Intellectual Property Security Agreement Exhibit B Form of Intellectual Property Security Agreement Supplement Exhibit C Form of Security Agreement Supplement CANADIAN SECURITY AGREEMENT CANADIAN SECURITY AGREEMENT dated as of June 25January [ ], 2018 2012 (this “GuarantyAgreement”) between Aleris Corporation, a Delaware corporation (“Holdings”), and Deutsche Bank AG New York Branch, as Collateral Agent. PRELIMINARY STATEMENT Aleris International, made by Kodak Canada Inc., a Delaware an Ontario corporation (the “Borrower”), is party to and the other Persons listed on the signature pages hereof, or which at any time execute and deliver a First Lien Credit Canadian Security Agreement dated as of the date hereof Supplement (as amendedhereinafter defined) in substantially the form attached hereto as Exhibit C (the Borrower and such other Persons, amended and restated, supplemented or otherwise modified from time to timecollectively, the “Credit AgreementGrantors”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) with Holdings), each Lender from time to time party thereto and Deutsche Bank AG New York BranchCiticorp North America, Inc., as Administrative agent (in such capacity, together with any successor Agent and as Collateral Agent. Holdings may receive, directly or indirectly, a portion appointed pursuant to Article VIII of the proceeds of the Term Loans under the Credit Agreement and will derive substantial direct and indirect benefits from (as hereinafter defined), the transactions contemplated by “Agent”) for the Credit Agreement. It is a condition precedent to the making of Term Loans by the Lenders under the Credit Agreement and the entry by the Hedge Banks into Secured Hedge Agreements from time to time, that Holdings shall have executed and delivered this GuarantyParties (as hereinafter defined).

O N T E N T S. Section Page Section 1. Guaranty; Limitation of Liability 1 Section 2. Guaranty Absolute 2 Section 3. Waivers and Acknowledgments 3 Section 4. Subrogation 4 Section 5. Payments Free and Clear of Taxes, Etc. 6 5 Section 6. Representations and Warranties 6 5 Section 7. Covenants 6 5 Section 8. Amendments, Guaranty Supplements, Etc. 6 Section 9. Notices, Etc. 6 Section 10. No Waiver; Remedies 7 Section 11. Expenses and Indemnification 7 Section 12. Right of Set-off 7 Section 12. Indemnification 7 Section 13. Continuing Guaranty; Assignments under the Credit Agreement 7 8 Section 14. Keepwell 8 Section 15. Severability 8 Section 16. Execution in Counterparts 9 8 Section 1715. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. 9 FIRST LIEN HOLDINGS 8 Exhibit A - Guaranty Supplement Domestic Guaranty DOMESTIC GUARANTY FIRST LIEN HOLDINGS DOMESTIC GUARANTY dated as of June 25April 27, 2018 (this 2006 made by the Persons listed on the signature pages hereof under the caption “Guaranty”) between Aleris Corporation, a Delaware corporation (“Holdings”), Subsidiary Guarantors” and Deutsche Bank AG New York Branch, as Collateral Agent. PRELIMINARY STATEMENT Aleris International, Inc., a Delaware corporation (the “Borrower”), is party to a First Lien Credit Agreement dated as of the date hereof Additional Guarantors (as amendeddefined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, amended and restated, supplemented or otherwise modified from time to timecollectively, the “Credit Agreement”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) with HoldingsGuarantors” and, individually, each Lender from time to time party thereto and Deutsche Bank AG New York Branch, as Administrative Agent and as Collateral Agent. Holdings may receive, directly or indirectly, a portion “Guarantor”) in favor of the proceeds of the Term Loans under Secured Parties (as defined in the Credit Agreement and will derive substantial direct and indirect benefits from the transactions contemplated by the Credit Agreement. It is a condition precedent referred to the making of Term Loans by the Lenders under the Credit Agreement and the entry by the Hedge Banks into Secured Hedge Agreements from time to time, that Holdings shall have executed and delivered this Guarantybelow).

O N T E N T S. Section Page Section 1. Guaranty; Limitation of Liability 1 2 Section 2. Guaranty Absolute 2 3 Section 3. Waivers and Acknowledgments 3 4 Section 4. Subrogation 4 7 Section 5. Payments Free and Clear of Taxes, Etc. 6 8 Section 6. Representations and Warranties 6 8 Section 7. Covenants 6 9 Section 8. Amendments, Guaranty Supplements, Etc. 6 9 Section 9. Notices, Etc. 6 10 Section 10. No Waiver; Remedies 7 10 Section 11. Expenses and Indemnification 7 Section 12. Right of Set-off 7 10 Section 1312. Continuing Guaranty; Assignments under the Credit Agreement 7 and this Guaranty 11 Section 13. Indemnification 11 Section 14. Keepwell 8 Subordination 11 Section 15. Severability 8 Right of Contribution 13 Section 16. Execution in Counterparts 9 13 Section 17. Authority of Subsidiary Guarantors 13 Section 18. Financial Condition of the Borrower 13 Section 19. Stay of Acceleration 14 Section 20. Bankruptcy, Etc. 14 Section 21. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. 9 FIRST LIEN HOLDINGS 15 Exhibit A—Subsidiary Guaranty Supplement AMENDED AND RESTATED SUBSIDIARY GUARANTY FIRST LIEN HOLDINGS AMENDED AND RESTATED SUBSIDIARY GUARANTY dated as of June 2514, 2018 2016 (this “Guaranty”) between Aleris Corporation, a Delaware corporation (“Holdings”), made by the Persons listed on the signature pages hereof and Deutsche Bank AG New York Branch, as Collateral Agent. PRELIMINARY STATEMENT Aleris International, Inc., a Delaware corporation (the “Borrower”), is party to a First Lien Credit Agreement dated as of the date hereof Additional Subsidiary Guarantors (as amendeddefined in Section 8(d)) (such Persons so listed and the Additional Subsidiary Guarantors being, amended and restated, supplemented or otherwise modified from time to timecollectively, the “Credit Agreement”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) with HoldingsSubsidiary Guarantors” and, individually, each Lender from time to time party thereto and Deutsche Bank AG New York Branch, as Administrative Agent and as Collateral Agent. Holdings may receive, directly or indirectly, a portion “Subsidiary Guarantor”) in favor of the proceeds of the Term Loans under Secured Parties (as defined in the Credit Agreement and will derive substantial direct and indirect benefits from the transactions contemplated by the Credit Agreement. It is a condition precedent referred to the making of Term Loans by the Lenders under the Credit Agreement and the entry by the Hedge Banks into Secured Hedge Agreements from time to time, that Holdings shall have executed and delivered this Guarantybelow).

O N T E N T S. Section Page Section 1. Guaranty; Limitation of Liability 1 Section 2. Guaranty Absolute 2 Section 3. Waivers and Acknowledgments 3 Section 4. Subrogation 4 3 Section 5. Payments Free and Clear of Taxes, Etc. 6 4 Section 6. Representations and Warranties 6 5 Section 7. Covenants 6 5 Section 8. Amendments, Guaranty Supplements, Etc. 6 Section 9. Notices, Etc. 6 Section 10. No Waiver; Remedies 7 6 Section 11. Expenses and Indemnification 7 Section 12. Right of Set-off 6 Section 12. Indemnification 7 Section 13. Subordination 7 Section 14. Continuing Guaranty; Assignments under the Credit Agreement 7 Section 14. Keepwell Notes 8 Section 15. Severability Execution in Counterparts 8 Section 16. Execution in Counterparts 9 Section 17. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. 9 FIRST LIEN HOLDINGS Exhibit A - Guaranty Supplement SUBSIDIARY GUARANTY FIRST LIEN HOLDINGS THIS SUBSIDIARY GUARANTY dated as of June 25May 30, 2018 2008 is made by the parties listed on the signature pages hereof under the caption “Subsidiary Guarantors” and the Additional Guarantors (this as defined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, collectively, the “GuarantyGuarantors” and, individually, each a “Guarantor”) between Aleris Corporationin favor of Prides Capital Fund I, a Delaware corporation (“Holdings”), and Deutsche Bank AG New York Branch, as Collateral Agent. PRELIMINARY STATEMENT Aleris International, Inc., a Delaware corporation L.P. (the “BorrowerPurchaser”), is party to a First Lien Credit Agreement dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) with Holdings, each Lender from time to time party thereto and Deutsche Bank AG New York Branch, as Administrative Agent and as Collateral Agent. Holdings may receive, directly or indirectly, a portion of the proceeds of the Term Loans under the Credit Agreement and will derive substantial direct and indirect benefits from the transactions contemplated by the Credit Agreement. It is a condition precedent to the making of Term Loans by the Lenders under the Credit Agreement and the entry by the Hedge Banks into Secured Hedge Agreements from time to time, that Holdings shall have executed and delivered this Guaranty.

O N T E N T S. Section Page Section 1. Guaranty; Limitation of Liability 1 Section 2. Guaranty Absolute 2 Section 3. Waivers and Acknowledgments 3 4 Section 4. Subrogation 4 Section 5. Payments Free and Clear of Taxes, Etc. 6 Section 6. Representations and Warranties 6 Section 7. Covenants 6 Section 8. Amendments, Guaranty Supplements, Etc. 6 Section 9. Notices, Etc. 6 7 Section 10. No Waiver; Remedies 7 Section 11. Expenses and Indemnification 7 Section 12. Right of Set-off 7 8 Section 13. Continuing Guaranty; Assignments under the Credit Agreement 7 8 Section 14. Keepwell 8 Section 15. Severability 8 9 Section 16. Execution in Counterparts 9 Section 17. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. 9 Exhibit A – Form of Guaranty Supplement FIRST LIEN HOLDINGS SUBSIDIARY GUARANTY FIRST LIEN HOLDINGS SUBSIDIARY GUARANTY dated as of June 25, 2018 (this “Guaranty”) between Aleris Corporationamong the Persons listed on the signature pages hereof under the caption “Subsidiary Guarantors,” the Additional Guarantors (as defined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, each a Delaware corporation (“HoldingsGuarantor”), ) and Deutsche Bank AG New York Branch, as Collateral Agent. PRELIMINARY STATEMENT Aleris International, Inc., a Delaware corporation (the “Borrower”), is party to a First Lien Credit Agreement dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) with Aleris Corporation, a Delaware corporation (“Holdings”), each Lender from time to time party thereto and Deutsche Bank AG New York Branch, as Administrative Agent and as Collateral Agent. Holdings Each Guarantor may receive, directly or indirectly, a portion of the proceeds of the Term Loans under the Credit Agreement and will derive substantial direct and indirect benefits from the transactions contemplated by the Credit Agreement. It is a condition precedent to the making of Term Loans by the Lenders under the Credit Agreement and the entry by the Hedge Banks into Secured Hedge Agreements from time to time, that Holdings each Guarantor party to this Guaranty shall have executed and delivered this Guaranty.

O N T E N T S. Section Page Section 1. Guaranty; Limitation of Liability 1 Section 2. Guaranty Absolute 2 Section 3. Waivers and Acknowledgments 3 Section 4. Subrogation 4 Section 5. Payments Free and Clear of Taxes, Etc. 6 5 Section 6. Representations and Warranties 6 5 Section 7. Covenants 6 5 Section 8. Amendments, Guaranty Supplements, Etc. 6 Section 9. Notices, Etc. 6 Section 10. No Waiver; Remedies 7 6 Section 11. Expenses and Indemnification 7 Section 12. Right of Set-off 7 Section 1312. Continuing Guaranty; Assignments under the Credit Agreement 7 Section 13. Indemnification 7 Section 14. Keepwell Subordination 8 Section 15. Severability 8 Right of Contribution 9 Section 16. Execution in Counterparts 9 Section 17. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. 9 FIRST LIEN HOLDINGS Exhibit A - Guaranty Supplement SUBSIDIARY GUARANTY FIRST LIEN HOLDINGS SUBSIDIARY GUARANTY dated as of June 25January 13, 2018 2011 (this “Guaranty”) between Aleris Corporation, a Delaware corporation (“Holdings”), made by the Persons listed on the signature pages hereof and Deutsche Bank AG New York Branch, as Collateral Agent. PRELIMINARY STATEMENT Aleris International, Inc., a Delaware corporation (the “Borrower”), is party to a First Lien Credit Agreement dated as of the date hereof Additional Guarantors (as amendeddefined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, amended and restated, supplemented or otherwise modified from time to timecollectively, the “Credit Agreement”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) with HoldingsGuarantors” and, individually, each Lender from time to time party thereto and Deutsche Bank AG New York Branch, as Administrative Agent and as Collateral Agent. Holdings may receive, directly or indirectly, a portion “Guarantor”) in favor of the proceeds of the Term Loans under Secured Parties (as defined in the Credit Agreement and will derive substantial direct and indirect benefits from the transactions contemplated by the Credit Agreement. It is a condition precedent referred to the making of Term Loans by the Lenders under the Credit Agreement and the entry by the Hedge Banks into Secured Hedge Agreements from time to time, that Holdings shall have executed and delivered this Guarantybelow).