nvl10qexh102amendmentno3






                                                                   Exhibit 10.2                                                         EXECUTION VERSION                   AMENDMENT NO. 3 TO CREDIT AGREEMENT             AND AMENDMENT NO. 2 TO U.S. SECURITY AGREEMENT                             dated as of February 6, 2020,                                      between                                  NOVELIS INC.,                                   as Borrower,                                 AV METALS INC.,                                   as Holdings,                   THE OTHER LOAN PARTIES PARTY HERETO,                                                              THE THIRD PARTY SECURITY PROVIDER,                                        and                          STANDARD CHARTERED BANK,                        as Administrative Agent for the Lenders                                                                                     1060317.08-CHISR01A - MSW 





 






                                                                                             This AMENDMENT  NO.  3        TO  CREDIT  AGREEMENT          AND  AMENDMENT NO. 2 TO U.S. SECURITY AGREEMENT (this “Amendment”), dated as of  February 6, 2020, is entered into between NOVELIS INC., a corporation amalgamated under the  Canada Business Corporations Act and having its corporate office at Two Alliance Center, 3560  Lenox  Road,  Suite  2000,  Atlanta,  GA  30326,  USA (the  “Borrower”), AV  METALS  INC.,  a  corporation formed under the Canada Business Corporations Act (“Holdings”), the other LOAN  PARTIES (as defined in the Amended Credit Agreement referred to below), NOVELIS ITALIA  S.P.A. (the “Third Party Security Provider”), and Standard Chartered Bank, being a company  incorporated in England by Royal Charter, with reference number ZC18 and whose registered  office is 1 Basinghall Avenue, London EC2V 5DD, as administrative agent (in such capacity, and  together with its successors in such capacity, “Administrative Agent”) and as collateral agent (in  such capacity, and together with its successors in such capacity, “Collateral Agent”) under the  Amended Credit Agreement referred to below for the Lenders.                                    RECITALS               WHEREAS, Borrower, Holdings, the other Loan Parties, the Administrative Agent,  the Collateral Agent and the Lenders from time to time party thereto entered into that certain Credit  Agreement, dated as of January 10, 2017 (as amended by Amendment No. 1 to Credit Agreement,  dated as of September 14, 2017, as further amended by Amendment No. 2 to Credit Agreement  and Amendment to U.S. Security Agreement, dated as of November 20, 2018, as further amended  by Increase Joinder Amendment to Credit Agreement, dated as of December 18, 2018, and as  further as amended, supplemented, restated or otherwise modified prior to the date hereof, the  “Existing Credit Agreement”; the Existing Credit Agreement, as amended by this Amendment,  the “Amended Credit Agreement”);               WHEREAS, the Third Party Security Provider has pledged certain assets to secure  the Secured Obligations;                WHEREAS, the Designated Company has requested an amendment to the Existing  Credit Agreement as herein set forth;                WHEREAS, the Designated Company, the Administrative Agent and the Required  Lenders signatory  to an acknowledgement  and consent substantially  in  the  form  of  Exhibit  A  attached hereto (each, an “Acknowledgment and Consent”), have agreed to amend the Existing  Credit Agreement on the terms and subject to the conditions herein provided;               NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and  obligations herein set forth and other good and valuable consideration, the adequacy and receipt  of  which  is  hereby  acknowledged,  and  in  reliance  upon  the  representations,  warranties  and  covenants  herein  contained,  the  parties  hereto,  intending  to  be  legally  bound,  hereby  agree  as  follows:    1060317.08-CHISR01A - MSW 





 






                                     - 2 -         Section 1. Definitions. Capitalized terms used herein and not otherwise defined herein  shall have the meanings ascribed to such terms in the Amended Credit Agreement.         Section 2. Amendments. Subject to the terms and conditions set forth herein, effective  as of the Amendment Effective Date (as defined below):         (a)   the Existing Credit  Agreement  is  hereby  amended  to  delete  the  stricken  text  (indicated textually in the same manner as the following example: stricken text) and to add the  double-underlined text (indicated textually in the same manner as the following example: double- underlined) as set forth in the pages of the Amended Credit Agreement attached as Annex I hereto;  and         (b)   the  definition  of  “Excluded  Property”  in  Section  1.1(c)  of  that  certain Security  Agreement, dated as of January 13, 2017 (as amended by Amendment No. 2 to Credit Agreement  and  Amendment  to  U.S.  Security  Agreement,  dated  as  of  November  20,  2018),  among  the  Borrower,  the  other  pledgors  party  thereto  and  the  Collateral  Agent, is  hereby  amended  by  (1) deleting the “and” at the end of clause (j), (2) renaming clause (k) as clause (l), (3) adding,  between clauses (j) and clause (l), the following clause as new clause (k): “(k) except as otherwise  agreed  by  the  Agents  and  the  Required  Lenders  and  the  Agents  have  received  an  indemnity  satisfactory to them, shares in any unlimited company or unlimited liability corporation at any time  owned or otherwise held by any Pledgor, and”, and (4) deleting the proviso at the end of such  definition and adding the following new proviso: “provided, however, that Excluded Property shall  not include any Proceeds, substitutions or replacements of any Excluded Property referred to in  clauses  (a)  through  (l)  (unless such  Proceeds,  substitutions  or  replacements  would  constitute  Excluded Property referred to in clauses (a) through (l)).”.         Section 3. Conditions Precedent to Effectiveness of this Amendment. This Amendment  shall become effective as of the first date (the “Amendment Effective Date”) on which each of  the  following  conditions  precedent  shall  have  been  satisfied, or  duly  waived by  the Required  Lenders:         (a)   Certain  Documents. The  Administrative  Agent  shall  have  received  each  of  the  following,  in  form  and  substance  satisfactory  to  the  Administrative  Agent and  the  Required  Lenders:               (i)   this Amendment, duly executed by each of the Loan Parties, the Third Party  Security Provider, the Administrative Agent and the Collateral Agent;               (ii)  Acknowledgments and Consents duly executed by the Required Lenders  holding Loans on the Amendment Effective Date;               (iii) a  certificate  of  the  secretary  or assistant  secretary  of the  Designated  Company dated the Amendment Effective Date, certifying (A) that attached thereto is a true and  complete copy of its Organizational Documents, (B) that attached thereto is a true and complete  copy of resolutions duly adopted by the Board of Directors of the Designated Company authorizing  the execution, delivery and performance of, inter alia, this Amendment and that such resolutions,  or any other document attached thereto, have not been modified, rescinded, amended or superseded  and are in full force and effect, and (C) as to the incumbency and specimen signature of each    1060317.08-CHISR01A - MSW 





 






                                     - 3 -   officer or other authorized signatory executing this  Amendment (together with  a certificate of  another officer as to the incumbency and specimen signature of the secretary or assistant secretary  executing the certificate in this clause (iii)); and               (iv)  a good standing certificate (or such other customary functionally equivalent  certificates or abstracts) of the Designated Company, as of a recent date prior to the Amendment  Effective  Date,  from  the  applicable  Governmental Authority  of  the  Designated  Company’s  jurisdiction of organization.         (b)   Payment  of  Fees  Costs  and  Expenses. The  Administrative  Agent  shall  have  received all fees required to be paid, and all expenses (including the reasonable fees and expenses  of legal counsels) for which invoices have been presented, on or before the Amendment Effective  Date, in connection with this Amendment.         (c)   Representations  and  Warranties. Each  of  the  representations  and  warranties  contained in Section 4 below shall be true and correct in all material respects (or, in the case of  any representation or warranty that is qualified as to materiality, “Material Adverse Effect” or  similar language, in all respects) on and as of the date hereof and the Administrative Agent shall  have received a certificate of a Responsible Officer of the Designated Company, addressed to the  Administrative Agent and dated as of the Amendment Effective Date, certifying the same.         (d)   No Default or Event of Default. Before and after giving effect to this Amendment,  no Default or Event of Default shall have occurred and be continuing and the Administrative Agent  shall have received a certificate of a Responsible Officer of the Designated Company, addressed  to the Administrative Agent and dated as of the Amendment Effective Date, certifying the same.         Section 4. Representations and Warranties. Each Loan Party represents and warrants to  the Administrative Agent and each Lender as follows:         (a)   After giving effect to this Amendment, each of the representations and warranties  in  the Amended Credit Agreement or in  any other  Loan Document are true and correct  in  all  material respects (or, in the case of any representation or warranty that is qualified as to materiality,  “Material Adverse Effect” or similar language, in all respects) on and as of the date hereof as  though made on and as of such date, except to the extent that any such representation or warranty  expressly relates to an earlier date, in which case such representations and warranties are true and  correct in all material respects (or, in the case of any representation or warranty that is qualified as  to materiality, “Material Adverse Effect” or similar language, in all respects) as of such earlier  date.         (b)   The execution and delivery by the Designated Company, each other Loan Party and  the Third Party Security Provider of this Amendment, and the performance of this Amendment  and the Amended Credit Agreement by the Designated Company, each other Loan Party and the  Third  Party  Security  Provider,  in  each  case have  been  duly  authorized by  all  requisite  organizational action on its part and will not violate any of its Organizational Documents.         (c)   This  Amendment  has  been  duly  executed  and  delivered  by the  Designated  Company, each  other  Loan  Party  and  the  Third Party Security  Provider, and each  of  this  Amendment  and the Amended  Credit  Agreement constitutes the  Designated  Company’s,  such    1060317.08-CHISR01A - MSW 





 






                                     - 4 -   Loan  Party’s  or  such  Third  Party  Security  Provider’s,  as  applicable, legal,  valid  and  binding  obligation, enforceable against it in accordance with their terms, except as the same may be limited  by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights  of creditors generally and by general principles of equity.         (d)   Before and after giving effect to this Amendment, no Default or Event of Default  has occurred and is continuing as of the date hereof.         Section 5. Continuing Effect; Liens and Guarantees.         (a)    Each of the Loan Parties and the Third Party Security Provider hereby consents to  this Amendment and the Amended Credit Agreement.  Each of the Loan Parties and the Third  Party  Security  Provider hereby  acknowledges  and  agrees  that  all  of  its Secured  Obligations,  including all Liens and (in the case of the Loan Parties) Guarantees granted to the Secured Parties  under  the  applicable  Loan  Documents,  are ratified  and reaffirmed and  that  such  Liens  and  Guarantees shall continue in full force and effect on and after Amendment Effective Date to secure  and support the Secured Obligations.  Each of the Loan Parties hereby further ratifies and reaffirms  the validity, enforceability and binding nature of the Secured Obligations.         (b)   Holdings and each Subsidiary Guarantor hereby (i) acknowledges and agrees to the  terms of this Amendment and the Amended Credit Agreement and (ii) confirms and agrees that,  each of its Guarantee and any Foreign Guarantee is, and shall continue to be, in full force and  effect, and shall apply to all Secured Obligations without defense, counterclaim or offset of any  kind and each of its Guarantee and any such Foreign Guarantee is hereby ratified and confirmed  in all respects.  The Designated Company hereby confirms its liability for the Secured Obligations,  without defense, counterclaim or offset of any kind.         (c)   Holdings,  the Designated Company, each other  Loan Party  and the Third Party  Security Provider hereby ratifies and reaffirms the validity and enforceability (without defense,  counterclaim or offset of any kind) of the Liens and security interests granted by it to the Collateral  Agent for the benefit of the Secured Parties to secure any of the Secured Obligations by Holdings,  the Designated Company, any other Loan Party and the Third Party Security Provider pursuant to  the Loan Documents to which any of Holdings, the Designated Company, any other Loan Party or  the Third Party Security Provider is a party and hereby confirms and agrees that notwithstanding  the effectiveness of this Amendment, and except as expressly amended by this Amendment, each  such Loan Document is, and shall continue to be, in full force and effect and each is hereby ratified  and confirmed in all respects, except that, on and after the effectiveness of this Amendment, each  reference in the Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” (and each  reference  in  the Existing Credit  Agreement  to  this  “Agreement”,  “hereunder”  or  “hereof”)  or  words of like import shall mean and be a reference to the Amended Credit Agreement.         (d)   Without  limiting  the  generality  of this  Section  5  or  Section  6,  (i)  neither  this  Amendment,  the Amended  Credit  Agreement, nor  any  other  Loan  Document  entered  into  in  connection herewith or therewith, shall extinguish the “Secured Obligations” (or any term of like  import) as defined or referenced in each Security Agreement, or the “Secured Obligations” under  and as defined in the Existing Credit Agreement (collectively, the “Loan Document Secured  Obligations”), or discharge or release the priority of any Loan Document, and any security interest    1060317.08-CHISR01A - MSW 





 






                                     - 5 -   previously granted pursuant to each Loan Document is hereby reaffirmed and each such security  interest  continues  in  effect  and  secures  the Loan  Document  Secured Obligations,  (ii) nothing  contained herein, in the Amended Credit Agreement or any other Loan Document entered into in  connection herewith or therewith shall be construed as a substitution or novation of all or any  portion of the Loan Document Secured Obligations or instruments securing any of the foregoing,  which shall remain in full force and effect and shall continue as obligations under the Amended  Credit Agreement, and (iii) nothing implied in this Amendment, the Amended Credit Agreement  or any other Loan Document entered into in connection herewith or therewith, or in any other  document contemplated hereby or thereby shall be construed as a release or other discharge of any  Loan  Party  or  the  Third  Party  Security  Provider from  any  of  its Loan  Document  Secured  Obligations,  it  being  understood  that  such  obligations  shall  continue  as  obligations  under the  Amended Credit Agreement.         Section 6. Reference to and Effect on the Loan Documents.         (a)   Except as expressly set forth in this Amendment, all of the terms and provisions of  the Existing Credit Agreement and the other Loan Documents (including all exhibits and schedules  to each of the Existing Credit Agreement and the other Loan Documents) are and shall remain in  full force and effect and are hereby ratified and confirmed. The Amendments provided for herein  and in the annexes and exhibits hereto are limited to the specific provisions of the Existing Credit  Agreement specified herein and therein and shall not constitute an amendment of, or an indication  of the Administrative Agent’s or any Lender’s willingness to amend or waive, any other provisions  of  the Existing Credit  Agreement,  any  other  provisions  of  the Existing Credit  Agreement  as  amended hereby or thereby, or the same sections or any provision of any other Loan Document  for any other date or purpose.         (b)   The execution, delivery and effectiveness of this Amendment shall not, except as  expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative  Agent, the Collateral Agent, or any Lender under the Existing Credit Agreement or any Loan  Document, or constitute a waiver or amendment of any other provision  of the Existing Credit  Agreement or any Loan Document except as and to the extent expressly set forth herein.         (c)   The execution and delivery of this Amendment by any Loan Party or Third Party  Security Provider shall not constitute a joinder by, or agreement to be bound by the terms of, any  Loan Document to which such Loan Party or Third Party Security Provider is not a party.         (d)   This Amendment shall constitute a Loan Document.         Section 7. Further Assurances. The Designated Company, each other Loan Party and the  Third Party Security Provider hereby agrees to execute any and all further documents, agreements  and  instruments and  take  all  further  actions  that  the  Administrative  Agent  deems  reasonably  necessary or advisable in connection with this Amendment, including to continue and maintain the  effectiveness of the Liens and guarantees provided for under the Loan Documents, with the priority  contemplated under the Loan Documents. The Administrative Agent and the Collateral Agent are  hereby  authorized  by  the  Lenders  to  enter  into  all  such  further  documents,  agreements  and    1060317.08-CHISR01A - MSW 





 






                                     - 6 -   instruments,  and  to  file  all  financing  statements  deemed  by  the  Administrative  Agent  to  be  reasonably necessary or advisable in connection with this Amendment.         Section 8. Counterparts. This  Amendment and  each  Acknowledgement  and  Consent  may  be  executed  in  any  number  of  counterparts  and  by  different  parties  hereto  in  separate  counterparts, each of which when so executed shall be deemed to be an original and all of which  taken together shall constitute one and the same agreement. Receipt by the Administrative Agent  of a facsimile copy or electronic image scan transmission (e.g., PDF via electronic email) of an  executed  signature  page  hereof or  of  an  Acknowledgement  and  Consent,  as  applicable, shall  constitute receipt by the Administrative Agent of an executed counterpart of this Amendment or  such Acknowledgement and Consent, as applicable.         Section 9. Governing Law. This Amendment and the rights and obligations of the parties  hereto shall be governed by, and construed and interpreted in accordance with, the law of the State  of New York, without regard to conflicts of law principles that would require the application of  the laws of another jurisdiction.         Section 10. Headings. Section headings contained in this Amendment are included herein  for convenience of reference only and shall not constitute a part of this Amendment for any other  purposes.         Section 11. WAIVER  OF  JURY  TRIAL.  EACH  PARTY  HERETO  HEREBY  IRREVOCABLY  WAIVES,  TO  THE  FULLEST  EXTENT  PERMITTED  BY  APPLICABLE REQUIREMENTS OF LAW, ANY RIGHT IT MAY HAVE TO A TRIAL  BY  JURY  IN  ANY  LEGAL  PROCEEDING    DIRECTLY  OR  INDIRECTLY  ARISING  OUT OF OR RELATING TO THIS AMENDMENT, ANY OTHER LOAN DOCUMENT  OR  THE  TRANSACTIONS  CONTEMPLATED  HEREBY  (WHETHER  BASED  ON  CONTRACT, TORT OR ANY OTHER THEORY).                           [SIGNATURE PAGES FOLLOW]      1060317.08-CHISR01A - MSW 





 






               IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be  executed by their respective officers and members thereunto  duly  authorized, on the date first  indicated above.                                          NOVELIS INC., as the Designated Company                                       By:     __/s/ Randal P. Miller___________                                      Name: ____Randal P. Miller___________                                      Title:   __Vice President and Treasurer___                                       AV METALS INC., as Holdings                                       By:     __/s/ Randal P. Miller___________                                      Name: ____Randal P. Miller___________                                      Title:   ____Authorized Signatory_______                                       NOVELIS CORPORATION, as a U.S. Guarantor                                       By:     __/s/ Randal P. Miller___________                                      Name: ____Randal P. Miller___________                                      Title:   ____Assistant Treasurer_________                                       NOVELIS GLOBAL EMPLOYMENT                                      ORGANIZATION, INC., as a U.S. Guarantor                                       By:     __/s/ Randal P. Miller___________                                      Name: ____Randal P. Miller___________                                      Title:   ____Treasurer_________________                    [SIGNATURE PAGE TO AMENDMENT NO. 3 TO CREDIT AGREEMENT]   1060317.08-CHISR01A - MSW 





 






                                       NOVELIS SOUTH AMERICA HOLDINGS LLC,                                      as a U.S. Guarantor                                       By:     ____/s/ Randal P. Miller________                                      Name: ______Randal P. Miller________                                      Title:   ______Treasurer______________                                        NOVELIS ACQUISITIONS LLC,                                       as a U.S. Guarantor                                       By:     ____/s/ Randal P. Miller________                                      Name: ______Randal P. Miller________                                      Title:   ______Treasurer______________                                        NOVELIS HOLDINGS INC., as a U.S. Guarantor                                       By:     ____/s/ Randal P. Miller________                                      Name: ______Randal P. Miller________                                      Title:   ______Treasurer______________                                                 [SIGNATURE PAGE TO AMENDMENT NO. 3 TO CREDIT AGREEMENT]   1060317.08-CHISR01A - MSW 





 






                                       NOVELIS UK LTD, as a U.K. Guarantor                                        By:      /s/ Randal P. Miller                                            Name:    Randal P. Miller                                                Title:   Attorney                                                         NOVELIS EUROPE HOLDINGS LIMITED,                                       as a U.K. Guarantor                                        By:      /s/ Randal P. Miller                                            Name:    Randal P. Miller                                                Title:   Attorney                                                         NOVELIS SERVICES LIMITED,                                       as a U.K. Guarantor                                        By:      /s/ Randal P. Miller                                            Name:    Randal P. Miller                                                Title:   Attorney                                                                   [SIGNATURE PAGE TO AMENDMENT NO. 3 TO CREDIT AGREEMENT]   1060317.08-CHISR01A - MSW 





 






                                       NOVELIS AG, as a Swiss Guarantor                                       By:         /s/ Randal P. Miller                                          Name:       Randal P. Miller                                              Title:      Authorized Signatory                                           NOVELIS SWITZERLAND SA,                                       as a Swiss Guarantor                                       By:         /s/ Randal P. Miller                                          Name:       Randal P. Miller                                              Title:      Authorized Signatory                                                                [SIGNATURE PAGE TO AMENDMENT NO. 3 TO CREDIT AGREEMENT]   1060317.08-CHISR01A - MSW 





 






                                       4260848 CANADA INC., as a Canadian Guarantor                                        By:      /s/ Randal P. Miller                                            Name:    Randal P. Miller                                                Title:   Authorized Signatory                                             4260856 CANADA INC., as a Canadian Guarantor                                        By:      /s/ Randal P. Miller                                            Name:    Randal P. Miller                                                Title:   Authorized Signatory                                             8018227 CANADA INC., as a Canadian Guarantor                                        By:      /s/ Randal P. Miller                                            Name:    Randal P. Miller                                                Title:   Authorized Signatory                                                     [SIGNATURE PAGE TO AMENDMENT NO. 3 TO CREDIT AGREEMENT]   1060317.08-CHISR01A - MSW 





 






                                       SIGNED AND DELIVERED AS A DEED                                      for and on behalf of NOVELIS ALUMINIUM                                      HOLDING UNLIMITED COMPANY                                      by its lawfully appointed attorney,                                       as Irish Guarantor                                      in the presence of:                                        By:      /s/ Randal P. Miller                                            Name:    Randal P. Miller                                                Title:   Attorney                                                         witness:                                       By:      /s/ Shannon Curran                                              Name:    Shannon Curran                                                  Title:   Sr. Legal Manager                                                                                                                                                                 Address: 3560 Lenox Road, Suite 2000                                               Atlanta, Georgia 30326                                                                                                                                                        Occupation: Paralegal                     [SIGNATURE PAGE TO AMENDMENT NO. 3 TO CREDIT AGREEMENT]   1060317.08-CHISR01A - MSW 





 






                                       NOVELIS DEUTSCHLAND GMBH,                                       as a German Guarantor                                        By:      /s/ Randal P. Miller                                            Name:    Randal P. Miller                                                Title:   Person Authorized                                                NOVELIS SHEET INGOT GMBH,                                       as a German Guarantor                                       By:      /s/ Randal P. Miller                                            Name:    Randal P. Miller                                                Title:   Person Authorized                                                          [SIGNATURE PAGE TO AMENDMENT NO. 3 TO CREDIT AGREEMENT]   1060317.08-CHISR01A - MSW 





 






                                       NOVELIS DO BRASIL LTDA.,                                       as Brazilian Guarantor                                       By:      /s/ Randal P. Miller                                            Name:    Randal P. Miller                                                Title:   Attorney-in-Fact                                                 witness:                                       By:      /s/ Shannon Curran                                              Name:    Shannon Curran                                                  Title:   GA DL 054162208                                                  witness:                                       By:      /s/ Michael Shelby                                              Name:    Michael Shelby                                                  Title:   057369578 GA License                                                                  [SIGNATURE PAGE TO AMENDMENT NO. 3 TO CREDIT AGREEMENT]   1060317.08-CHISR01A - MSW 





 






                                       NOVELIS PAE S.A.S., as French Guarantor                                       By:      /s/ Randal P. Miller                                            Name:    Randal P. Miller                                                Title:   Attorney-in-Fact                                                                                                                                      [SIGNATURE PAGE TO AMENDMENT NO. 3 TO CREDIT AGREEMENT]   1060317.08-CHISR01A - MSW 





 






                                       NOVELIS MEA LTD, a Company Limited by                                      Shares under the Companies Law of the Dubai                                      International Financial Centre,                                       as Dubai Guarantor                                       By:      /s/ Randal P. Miller                                            Name:    Randal P. Miller                                                Title:   Authorized Signatory                                                     [SIGNATURE PAGE TO AMENDMENT NO. 3 TO CREDIT AGREEMENT]   1060317.08-CHISR01A - MSW 





 






                                       NOVELIS ITALIA S.P.A., as Third Party Security                                      Provider                                       By:      /s/ Randal P. Miller                                            Name:    Randal P. Miller                                                Title:   Attorney                                                                                   [SIGNATURE PAGE TO AMENDMENT NO. 3 TO CREDIT AGREEMENT]   1060317.08-CHISR01A - MSW 





 






                                                 STANDARD CHARTERED BANK, as                                             Administrative Agent and as Collateral                                             Agent                                              By:   /s/ Timothy Watts                                                   Name: Timothy Watts                                                   Title: Transaction Manager                                                   Standard Chartered Bank                         [SIGNATURE PAGE TO AMENDMENT NO. 3 TO CREDIT AGREEMENT]  1060317.08-CHISR01A - MSW 





 






                                       EXHIBIT A                                                                                                                       Form of                            Acknowledgment and Consent                                            _______________, 2020   To:   Standard Chartered Bank, as Administrative Agent        1 Basinghall Avenue, 6th floor        London, England        EC2V 5DD        Attention:  Asset Servicing Manager   Re:   Novelis Inc. Acknowledgement and Consent to Amendment No. 3 to Credit Agreement    Ladies and Gentlemen:       Reference is hereby made to (i) the Credit Agreement, dated as of January 10, 2017 (as amended,  restated,  amended  and  restated,  supplemented  or  otherwise  modified  from  time  to  time,  the  “Credit  Agreement”), among, inter alios, Novelis Inc., certain affiliates and subsidiaries of Novelis Inc., the several  banks and other financial institutions or entities party thereto as lenders, and Standard Chartered Bank, as  administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity,  the “Collateral Agent”), and (ii) Amendment No. 3 to Credit Agreement and Amendment No. 2 to U.S.  Security Agreement (the “Amendment”) among, inter alios, Novelis Inc., certain affiliates and subsidiaries  of Novelis Inc., the Administrative Agent and the Collateral Agent, in the form distributed to the Lenders.  Capitalized terms used but not defined herein having the meaning assigned to such terms in the Amendment.  CONSENT TO EFFECTIVENESS OF THE AMENDMENT. By signing below, the undersigned, in its  capacity as a Lender under the Credit Agreement hereby acknowledges and consents in such capacities  to, and agrees to the terms of, the Amendment and hereby irrevocably authorizes Standard Chartered Bank,  in its capacity as Administrative Agent, to execute the Amendment on behalf of the undersigned, including  with respect to all of its Loans and other interests under the Loan Documents.                                [Signature page follows.]    1060317.08-CHISR01A - MSW 





 






   IN WITNESS WHEREOF, the undersigned has duly executed this Acknowledgment and Consent as of  the date first written above.                                              (Name of Institution), as a Lender                                              By:                                                      Name:                                                    Title:                                                                                                         [If a second signature is necessary:                                              By:                                                      Name:                                                    Title: ]                                                                                                                                                                                                                                                                                                                                       1060317.08-CHISR01A - MSW 





 






                                       Annex I                             Amended Credit Agreement                                    See attached                 1031947.12E-CHISR1060441.10-CHISR01A - MSW   





 






                                                        EXECUTION VERSION                                                                                                                    Annex I to Aleris Increase Joinder Amendment No. 3                                                                       CREDIT AGREEMENT                                    dated as of January 10, 2017,                          as amended by Amendment No. 1,                         dated as of September 14, 2017, and                       as further amended by Amendment No. 2,                           dated as of November 20, 2018,                  as further amended by Increase Joinder Amendment,                           dated as of December 18, 2018,                       as further amended by Amendment No. 3,                            dated as of February 6, 2020                                      among                                 NOVELIS INC.,                                   as Borrower,                                                                         AV METALS INC.,                                   as Holdings,                                       and                   THE OTHER GUARANTORS PARTY HERETO,                               THE LENDERS PARTY HERETO, and                                 STANDARD CHARTERED BANK,                     as Administrative Agent and Collateral Agent.                                                                                            AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED,                               AXIS BANK LIMITED,                                BANK OF BARODA,                              BARCLAYS BANK PLC,                    CITIGROUP GLOBAL MARKETS ASIA LIMITED,                               ICICI BANK LIMITED,                       ING BANK N.V., SINGAPORE BRANCH,                        KOTAK MAHINDRA BANK LIMITED,                          STANDARD CHARTERED BANK,                            STATE BANK OF INDIA, and  MUFG BANK, LTD. (FORMERLY THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.),                    as Mandated Lead Arrangers and Bookrunners.        1031947.12E-CHISR1060441.10-CHISR01A - MSW   





 






                                                                                                                                                      TABLE OF CONTENTS                                                                            Page   ARTICLE I DEFINITIONS ............................................................................................................2         Section 1.01 Defined Terms .............................................................................................2        Section 1.02 Classification of Loans and Borrowings ............................................109116        Section 1.03 Terms Generally; Currency Translation ............................................109116        Section 1.04 Accounting Terms; GAAP .................................................................110117        Section 1.05 Resolution of Drafting Ambiguities...................................................112119        Section 1.06 Pro Forma Calculations......................................................................112119        Section 1.07 Calculation of Reference Bank Rate and Cost of Funds....................112119        Section 1.08 Role of Reference Banks ...................................................................113120        Section 1.09 Confidentiality of Funding Rates and Funding Bank Quotations ......113120        Section 1.10 Amendments to Permitted Customer Account Financing                    Definition ...........................................................................................115123        Section 1.11 Divisions ............................................................................................116123   ARTICLE II THE CREDITS.................................................................................................116123         Section 2.01 Commitments .....................................................................................116123        Section 2.02 Loans ..................................................................................................117124        Section 2.03 Borrowing Procedure .........................................................................118125        Section 2.04 Repayment of Loans; Evidence of Debt ............................................119127        Section 2.05 Fees ....................................................................................................120127        Section 2.06 Interest on Loans ................................................................................120128        Section 2.07 Termination and Reduction of Commitments....................................121129        Section 2.08 Interest Elections ................................................................................122129        Section 2.09 Amortization of Term Loan Borrowings ...........................................124131        Section 2.10 Optional and Mandatory Prepayments of Loans ...............................124132        Section 2.11 Alternate Rate of Interest ...................................................................130137        Section 2.12 Yield Protection; Change in Law Generally ......................................130137        Section 2.13 Breakage Payments ............................................................................133140        Section 2.14 Payments Generally; Pro Rata Treatment; Sharing of Setoffs...........133140        Section 2.15 Taxes ..................................................................................................136143        Section 2.16 Mitigation Obligations; Replacement of Lenders ..............................146153        Section 2.17 [INTENTIONALLY OMITTED] ......................................................147155        Section 2.18 [INTENTIONALLY OMITTED] ......................................................147155        Section 2.19 Interest Act (Canada); Criminal Rate of Interest; Nominal Rate of                    Interest................................................................................................147155        Section 2.20 [INTENTIONALLY OMITTED] ......................................................148156        Section 2.21 [INTENTIONALLY OMITTED] ......................................................149156        Section 2.22 Cashless Rollover of Term Loans ......................................................149156      1031947.12E-CHISR1060441.10-CHISR01A - MSW   





 






        Section 2.23 Incremental Term Loan Commitments ..............................................149156        Section 2.24 Refinancing Amendments. .................................................................153160   ARTICLE III REPRESENTATIONS AND WARRANTIES ...............................................154161         Section 3.01 Organization; Powers .........................................................................154161        Section 3.02 Authorization; Enforceability ............................................................154161        Section 3.03 No Conflicts .......................................................................................154162        Section 3.04 Financial Statements; Projections ......................................................155162        Section 3.05 Properties ...........................................................................................156163        Section 3.06 Intellectual Property ...........................................................................156164        Section 3.07 Equity Interests and Subsidiaries .......................................................157165        Section 3.08 Litigation; Compliance with Laws .....................................................158166        Section 3.09 Agreements ........................................................................................159166        Section 3.10 Federal Reserve Regulations..............................................................159166        Section 3.11 Investment Company Act ..................................................................159167        Section 3.12 Use of Proceeds..................................................................................159167        Section 3.13 Taxes ..................................................................................................160167        Section 3.14 No Material Misstatements ................................................................160168        Section 3.15 Labor Matters .....................................................................................160168        Section 3.16 Solvency .............................................................................................161168        Section 3.17 Employee Benefit Plans .....................................................................161169        Section 3.18 Environmental Matters.......................................................................162169        Section 3.19 Insurance ............................................................................................164171        Section 3.20 Security Documents ...........................................................................164171        Section 3.21 Material Indebtedness Documents .....................................................168176        Section 3.22 Anti-Terrorism Law ...........................................................................169176        Section 3.23 Location of Material Inventory and Equipment.................................171178        Section 3.24 Senior Notes; Material Indebtedness .................................................171178        Section 3.25 Centre of Main Interests and Establishments.....................................171179        Section 3.26 Holding and Dormant Companies .....................................................172179        Section 3.27 Excluded Collateral Subsidiaries .......................................................172179        Section 3.28 EEA Financial Institutions .................................................................172179        Section 3.29 Federal Power Act; Etc ......................................................................172180        Section 3.30 Beneficial Ownership Certification ...................................................172180        Section 3.31 No Fiscal Unity ..................................................................................172180   ARTICLE IV CONDITIONS TO CREDIT EXTENSIONS.................................................172180         Section 4.01 Conditions to the Effective Date ........................................................172180        Section 4.02 Conditions to Initial Credit Extension on the Closing Date ..............176183        Section 4.03 Conditions to Credit Extensions ........................................................181189        Section 4.04 Conditions to Aleris Incremental Term Loans...................................182190   ARTICLE V AFFIRMATIVE COVENANTS ......................................................................182190         Section 5.01 Financial Statements, Reports, etc. ....................................................183190        Section 5.02 Litigation and Other Notices ..............................................................186194    1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        Section 5.03 Existence; Businesses and Properties ................................................187195        Section 5.04 Insurance ............................................................................................188195        Section 5.05 Taxes ..................................................................................................189197        Section 5.06 Employee Benefits .............................................................................190198        Section 5.07 Maintaining Records; Access to Properties and Inspections;                    Annual Meetings ................................................................................191199        Section 5.08 Use of Proceeds..................................................................................191199        Section 5.09 Compliance with Environmental Laws; Environmental Reports ......191199        Section 5.10 [INTENTIONALLY OMITTED] ......................................................192200        Section 5.11 Additional Collateral; Additional Guarantors ....................................192200        Section 5.12 Security Interests; Further Assurances...............................................196205        Section 5.13 Information Regarding Collateral ......................................................197205        Section 5.14 Affirmative Covenants with Respect to Leases .................................198206        Section 5.15 Post-Closing Covenants; Covenants in Respect of Hedging                    Agreements Following the Aleris Acquisition Closing Date ............198206        Section 5.16 Designation of Subsidiaries ...............................................................199207   ARTICLE VI NEGATIVE COVENANTS ...........................................................................200208         Section 6.01 Indebtedness .......................................................................................200208        Section 6.02 Liens ...................................................................................................208216        Section 6.03 Sale and Leaseback Transactions .......................................................213221        Section 6.04 Investments, Loan and Advances ......................................................213222        Section 6.05 Mergers, Amalgamations and Consolidations ...................................219228        Section 6.06 Asset Sales .........................................................................................220229        Section 6.07 Cash Pooling Arrangements ..............................................................225235        Section 6.08 Dividends ...........................................................................................226235        Section 6.09 Transactions with Affiliates ...............................................................229239        Section 6.10 Most Favored Nation. ........................................................................230240        Section 6.11 Prepayments of Other Indebtedness; Modifications of                    Organizational Documents and Other Documents, etc. .....................231241        Section 6.12 Limitation on Certain Restrictions on Restricted Subsidiaries ..........233244        Section 6.13 Issuance of Disqualified Capital Stock ..............................................235245        Section 6.14 Senior Secured Net Leverage Ratio ...................................................235245        Section 6.15 Business .............................................................................................235245        Section 6.16 Limitation on Accounting Changes ...................................................236246        Section 6.17 Fiscal Year .........................................................................................236246        Section 6.18 Margin Rules ......................................................................................236246        Section 6.19 No Further Negative Pledge ...............................................................236246        Section 6.20 Anti-Terrorism Law; Anti-Money Laundering ..................................237247        Section 6.21 Embargoed Persons ............................................................................237248   ARTICLE VII GUARANTEE ...............................................................................................237248         Section 7.01 The Guarantee ....................................................................................237248        Section 7.02 Obligations Unconditional .................................................................239249        Section 7.03 Reinstatement .....................................................................................240251        Section 7.04 Subrogation; Subordination ...............................................................240251    1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        Section 7.05 Remedies ............................................................................................241251        Section 7.06 Instrument for the Payment of Money ...............................................241251        Section 7.07 Continuing Guarantee ........................................................................241252        Section 7.08 General Limitation on Guarantee Obligations ...................................241252        Section 7.09 Release of Guarantors ........................................................................241252        Section 7.10 Certain Tax Matters ...........................................................................242252        Section 7.11 German Guarantor .............................................................................242253        Section 7.12 Swiss Guarantors ...............................................................................245256        Section 7.13 Irish Guarantor ...................................................................................246257        Section 7.14 Brazilian Guarantor ............................................................................246257        Section 7.15 French Guarantor. ..............................................................................246257        Section 7.16 Belgian Guarantor ..............................................................................247258        Section 7.17 Keepwell ............................................................................................247258   ARTICLE VIII EVENTS OF DEFAULT .............................................................................248258         Section 8.01 Events of Default ...............................................................................248258        Section 8.02 Rescission ..........................................................................................251262        Section 8.03 Application of Proceeds .....................................................................252262        Section 8.04 Designated Company’s Right to Cure ...............................................253264   ARTICLE IX [INTENTIONALLY OMITTED] ...................................................................254265   ARTICLE X THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT ....254265         Section 10.01 Appointment and Authority ...............................................................254265        Section 10.02 Rights as a Lender ..............................................................................254265        Section 10.03 Exculpatory Provisions ......................................................................255265        Section 10.04 Reliance by the Administrative Agent ...............................................257267        Section 10.05 Delegation of Duties ..........................................................................257268        Section 10.06 Resignation of Agent .........................................................................257268        Section 10.07 Non-Reliance on Agent and Other Lenders .......................................259269        Section 10.08 No Other Duties, etc ..........................................................................259270        Section 10.09 Administrative Agent May File Proofs of Claim ...............................259270        Section 10.10 Concerning the Collateral and the Related Loan Documents ............260270        Section 10.11 Release ...............................................................................................260271        Section 10.12 Acknowledgment of Security Trust Deed..........................................260271        Section 10.13 Secured Hedging Agreements............................................................260271   ARTICLE XI MISCELLANEOUS .......................................................................................260271         Section 11.01 Notices ...............................................................................................260271        Section 11.02 Waivers; Cumulative Remedies; Amendment ...................................265276        Section 11.03 Expenses; Indemnity; Damage Waiver ..............................................272283        Section 11.04 Successors and Assigns......................................................................274285        Section 11.05 Survival of Agreement .......................................................................281292        Section 11.06 Counterparts; Integration; Effectiveness ............................................282293    1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        Section 11.07 Severability ........................................................................................282293        Section 11.08 Right of Setoff....................................................................................282293        SECTION 11.09     GOVERNING LAW; JURISDICTION; CONSENT TO                    SERVICE OF PROCESS ..................................................................283293        SECTION 11.10     WAIVER OF JURY TRIAL ..................................................284295        Section 11.11 Headings ............................................................................................284295        Section 11.12 Treatment of Certain Information; Confidentiality ............................284295        Section 11.13 USA PATRIOT Act Notice ...............................................................285296        Section 11.14 Interest Rate Limitation .....................................................................286296        Section 11.15 Singapore Personal Data Protection Act ............................................286297        Section 11.16 Obligations Absolute .........................................................................286297        Section 11.17 Intercreditor Agreement .....................................................................287298        Section 11.18 Judgment Currency ............................................................................287298        Section 11.19 Enforcement .......................................................................................288299        Section 11.20 No Advisory or Fiduciary Responsibility ..........................................288299        Section 11.21 Abstract Acknowledgment of Indebtedness and Joint                    Creditorship........................................................................................289300        Section 11.22 Special Appointment of Collateral Agent for German Security ........290301        Section 11.23 Special Appointment of Collateral Agent in Relation to South                    Korea ..................................................................................................291302        Section 11.24 Special Appointment of Collateral Agent in Relation to France .......292303        Section 11.25 Swiss Tax Ruling ...............................................................................293304        Section 11.26 Designation of Collateral Agent under Civil Code of Quebec ...........293304        Section 11.27 Maximum Liability ............................................................................293304        Section 11.28 NO ORAL AGREEMENT ................................................................294305        Section 11.29 Collateral Matters...............................................................................294305        Section 11.30 Electronic Execution of Assignments and Certain other                    Documents .........................................................................................295306        Section 11.31 Payments Set Aside............................................................................295306        Section 11.32 Acknowledgement and Consent to Bail-In of EEAAffected                    Financial Institutions ..........................................................................295307        Section 11.33 Lender Consents and Acknowledgements .........................................296307        Section 11.34 Termination ........................................................................................298309        Section 11.35 Lender Authorizations .......................................................................298309        Section 11.36 Dutch Parallel Debt in Relation to the Dutch Security                    Agreements ........................................................................................298310        Section 11.37 Special Appointment of Collateral Agent in Relation to Belgium ....299311        Section 11.38 Lender Exculpation ............................................................................300311        Section 11.39 Acknowledgement Regarding Any Supported QFCs ..............................311      1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                                    ANNEXES   Annex I           Amortization Table  Annex II          Aleris Incremental Term Loan Amortization Table                                   SCHEDULES   Schedule 1.01(a)  Term Loan Commitments  Schedule 1.01(b)  Subsidiary Guarantors  Schedule 1.01(c)  Excluded Collateral Subsidiaries  Schedule 1.01(d)  Existing Secured Hedge Providers  Schedule 1.01(e)  Administrative Agent’s Office  Schedule 3.06(c)  Violations or Proceedings  Schedule 3.17     Pension Matters  Schedule 3.19     Insurance  Schedule 3.21     Material Documents  Schedule 3.24     Location of Material Inventory  Schedule 4.02(g)  Local and Foreign Counsel  Schedule 5.11(b)  Certain Subsidiaries  Schedule 5.15     Post-Closing Covenants  Schedule 5.15-1   Title Insurance Amounts  Schedule 6.01(b)  Existing Indebtedness  Schedule 6.02(c)  Existing Liens  Schedule 6.04(b)  Existing Investments                                     EXHIBITS   Exhibit A         Form of Administrative Questionnaire  Exhibit B         Form of Assignment and Assumption  Exhibit C         Form of Borrowing Request  Exhibit D         Form of Compliance Certificate  Exhibit E         Form of Interest Election Request  Exhibit F         Form of Joinder Agreement  Exhibit G         Form of Landlord Access Agreement  Exhibit H-1       Form of U.S. Tax Compliance Certificate  Exhibit H-2       Form of U.S. Tax Compliance Certificate  Exhibit H-3       Form of U.S. Tax Compliance Certificate  Exhibit H-4       Form of U.S. Tax Compliance Certificate  Exhibit I         [Intentionally Omitted]  Exhibit J         Form of Mortgage  Exhibit K         Form of Term Loan Note  Exhibit L-1       Form of Perfection Certificate  Exhibit L-2       Form of Perfection Certificate Supplement  Exhibit M         [Intentionally Omitted]  Exhibit N         [Intentionally Omitted]  Exhibit O         Form of Solvency Certificate  Exhibit P         Form of Intercompany Note  Exhibit Q         Form of Secured Hedge Provider Joinder   1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                                                                                                                                                      CREDIT AGREEMENT   This CREDIT AGREEMENT (as amended as of September 14, 2017, as of November 20, 2018,  as of December 18, 2018, as of February 6, 2020, and as further amended, restated, amended and  restated, supplemented or modified, the “Agreement”), dated as of January 10, 2017, is among  NOVELIS INC., a corporation amalgamated under the Canada Business Corporations Act and  having its corporate office at Two Alliance Center, 3560 Lenox Road, Suite 2000, Atlanta, GA  30326, USA, as borrower (in such capacity, and together with its successors in such capacity, the  “Borrower”), AV METALS INC., a corporation formed under the Canada Business Corporations  Act and having its corporate office at Two Alliance Center, 3560 Lenox Road, Suite 2000, Atlanta,  GA 30326, USA, the Subsidiary Guarantors (such term and each other capitalized term used but  not defined herein having the meaning given to it in Article I), the Lenders, and Standard Chartered  Bank, being a company incorporated in England by Royal Charter, with reference number ZC18  and whose registered office is 1 Basinghall Avenue, London EC2V 5DD, as administrative agent  (in such capacity, and together with its successors in such capacity, “Administrative Agent”) for  the Lenders and as  collateral agent (in such capacity, and together with its successors in such  capacity, “Collateral Agent”) for the Lenders.                                   WITNESSETH:         WHEREAS, the Borrower has requested that the Lenders extend credit in the form of Term  Loans on the Closing Date in an aggregate principal amount not in excess of $1,800,000,000.         WHEREAS,  the  proceeds  of  the  Term  Loans  are  to  be  used  in  accordance  with  Section 3.12.         WHEREAS,  the  Designated  Company  has  requested  that  the  Aleris  Incremental  Term  Lenders extend credit in the form of Aleris Incremental Term Loans on the Aleris Incremental  Funding Date, in an aggregate principal amount not in excess of $775,000,000.         WHEREAS,  the  proceeds  of  the  Aleris  Incremental  Term  Loans  are  to  be  used  in  accordance with Section 3.12.         NOW, THEREFORE, in  consideration of the mutual covenants  and agreements  herein  contained, the parties hereto agree as follows:                                          1  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                                   ARTICLE I                                                                           DEFINITIONS   Section 1.01 Defined Terms.  As used in this Agreement (including the preamble), the following  terms shall have the meanings specified below:         “Account Debtor” shall mean “Account Debtor,” as such term is defined in the UCC.         “Accounts” shall mean all “accounts,” as such term is defined in the UCC, in which any  Loan Party or any of its Restricted Subsidiaries now or hereafter has rights.         “Acquisition” shall mean any transaction or series of related transactions for the direct or  indirect  (a) acquisition of all or substantially all of the property and assets  or business  of any  Person, or of any business unit, line of business or division of any Person or assets constituting a  business  unit,  line  of  business  or  division  of  any  other  Person  (other  than  a  Person  that  is  a  Restricted Subsidiary on the Closing Date), (b)  acquisition of in  excess  of 50% of the Equity  Interests of any Person or otherwise causing a person to become a Restricted Subsidiary of the  acquiring  Person  (other  than  in  connection  with  the  formation  or  creation  of  a  Restricted  Subsidiary  of  the  Designated  Company  by  any  Company),  or  (c)  merger,  consolidation  or  amalgamation, whereby a person becomes a Restricted Subsidiary of the acquiring person, or any  other consolidation with any Person, whereby a Person becomes a Restricted Subsidiary of the  acquiring Person.         “Acquisition Consideration” shall mean the purchase consideration for any Acquisition,  whether paid in cash, properties, any assumption of Indebtedness or otherwise (other than by the  issuance of Qualified Capital Stock of Holdings (and, after the Specified AV Minerals Joinder  Date,  AV  Minerals) permitted  to  be  issued  hereunder)  and  whether  payable  at  or  prior  to  the  consummation of such Acquisition or deferred for payment at any future time, whether or not any  such future payment is subject to the occurrence of any contingency, and includes any and all  payments  representing  “earn-outs”  and  other  agreements  to  make  any  payment  the  amount  of  which is, or the terms of payment of which are, in any respect subject to or contingent upon the  revenues, income, cash flow or profits (or the like) of any person or business; provided that any  such future payment that is subject to a contingency shall be considered Acquisition Consideration  only to the extent of the reserve, if any, required under US GAAP at the time of such sale to be  established in respect thereof by Holdings (and, after the Specified AV Minerals Joinder Date, AV  Minerals), the Designated Company or any of its Restricted Subsidiaries.         “Additional  Fee  Letter”  shall  mean  any  fee  letter  designated  as  such  in  any  Increase  Joinder.                                          2  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Additional Lender” shall mean, at any time, any financial institution that is an Eligible  Assignee and that agrees to provide any portion of any (a) Incremental Term Loans pursuant to an  Increase  Joinder  in  accordance  with Section  2.23,  or  (b)  Credit  Agreement  Refinancing  Indebtedness pursuant to a Refinancing Amendment in accordance with Section 2.24.         “Additional  Senior  Secured  Indebtedness”  shall  mean  any  Indebtedness  incurred  in  reliance of Section 6.01(u).         “Additional  Senior  Secured  Indebtedness  Documents”  shall  mean  all  documents  executed and delivered with respect to the Additional Senior Secured Indebtedness or delivered in  connection therewith.         “Administrative Agent” shall have the meaning assigned to such term in the preamble  hereto and includes each other person appointed as the successor pursuant to ARTICLE X.         “Administrative Agent’s Office” shall mean the Administrative Agent’s address and, as  appropriate,  account  as  set  forth  on Schedule 1.01(e), or such other  address  or account  as  the  Administrative Agent may from time to time notify to the Designated Company and the Lenders.         “Administrative  Questionnaire”  shall  mean  an  Administrative  Questionnaire  in  substantially the form of Exhibit A, or any other form approved by the Administrative Agent.         “Affected Financial Institution” shall mean (a) any EEA Financial Institution or (b) any  UK Financial Institution.         “Affiliate” shall mean, when used with respect to a specified person, another person that  directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under  common Control with the person specified; provided, however, that, for purposes of Section 6.09,  the term “Affiliate” shall also include (i) any person that directly or indirectly owns more than  10% of the voting power of the total outstanding Voting Stock of the person specified or (ii) any  person that is an executive officer or director of the person specified.         “Agent Fee Letter” shall mean the fee letter among the Borrower, Novelis Acquisitions  and the Administrative Agent, dated the Aleris Increase Joinder Effective Date.         “Agents” shall mean the Administrative Agent and the Collateral Agent; and “Agent” shall  mean any of them.                                          3  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Agreed Guarantee and Security Principles” shall mean the following principles that  embody a recognition by all parties to this Agreement that there may be certain legal and practical  limitations  on  the  scope  and  enforceability  of  guarantees  and  security  from  the  Guarantors  in  certain jurisdictions outside of the United States and Canada that become parties to this agreement  after the Second Amendment Effective Date. In particular:         (a)   general statutory limitations, capital maintenance, financial assistance, corporate  benefit, fraudulent  preference,  “thin  capitalization”  rules,  regulatory  restrictions  and  similar  principles may require that the guarantee and/or security be limited by an amount or otherwise. If  any  such  limit  applies,  the  guarantees  and  security  provided  may  be limited  to  the  maximum  amount  which  the  relevant  Guarantor  may  provide  having  regard  to  applicable  law  under  the  jurisdiction of organization of such Guarantor; and         (b)   to the extent required to comply with applicable law, guarantees and security may  be limited to mitigate a risk to the directors or officers of the relevant grantor of such guarantee  and security of contravention of any statutory duty in such capacity or their fiduciary duties and/or  which could reasonably be expected to result in personal, civil or criminal liability on the part of  any such director or officer.         “Agreement” shall have the meaning assigned to such term in the preamble hereto.         “Agreement Termination Date” shall mean the date that is seven Business Days after the  Effective Date.         “Aleris” shall mean Aleris Corporation, a Delaware corporation.          “Aleris Acquisition” shall mean the acquisition by Novelis Acquisitions of Aleris pursuant  to the terms of the Aleris Merger Agreement, the repayment of certain Indebtedness of Aleris and  its subsidiaries in connection with the Aleris Acquisition, and the payment of all fees, costs and  expenses in connection with the foregoing.         “Aleris  Acquisition  Closing  Date”  shall  mean  the  date  that  the  Aleris  Acquisition  is  consummated in accordance with the terms of the Aleris Merger Agreement.         “Aleris  Belgium”  shall  mean  Aleris  Aluminum  Duffel  BVBA  (or,  if  converted  or  recharacterized prior to the Aleris Acquisition Closing Date, Aleris Aluminum Duffel BV), and  including any sales offices thereof.                                          4  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Aleris Casthouse” shall mean Aleris Casthouse Germany GmbH, a company with limited  liability  organized  under  the  laws  of  Germany,  registered  with  the  commercial  register  (Handelsregister) of the local court (Amtsgericht) of Koblenz with registration number HRB 1064.         “Aleris  Fee  Letter”  shall  mean  the  fee  letter  between  the  Borrower  and  the  Aleris  Incremental Term Lenders, dated November 1, 2018.         “Aleris German GP Holdco” shall mean Aleris Deutschland Vierte Verwaltungs GmbH.         “Aleris German Non-Wholly Owned Subsidiaries” shall mean Aleris Deutschland Vier  GmbH & Co. KG, Aleris Rolled Products, Aleris Casthouse and, at any time that it constitutes a  Restricted Subsidiary, Aleris German GP Holdco.         “Aleris Germany” shall mean Aleris Deutschland Holding GmbH.         “Aleris Gross-Up  Cap”  shall  have  the  meaning  assigned  to  such  term  in  Section 2.15(l)(ii).         “Aleris Increase Joinder Amendment” shall mean the Increase Joinder Amendment to  Credit Agreement, dated as of December 18, 2018, among Novelis Acquisitions, the Borrower,  Holdings,  the  other  Loan  Parties  party  thereto,  the  Third  Party  Security  Provider,  the  Aleris  Incremental Term Lenders, the Administrative Agent and the Collateral AgenAgent.         “Aleris Incremental Commitment Termination Date” shall mean the first to occur of (i)  5:00 p.m., New York City time, on February 28, 2020, (ii) April 26, 2019, as such date may be  extended pursuant to Section 9.2(a) of the Aleris Merger Agreement (without giving effect to any  amendments to the Aleris Merger Agreement), (iii) delivery to the Administrative Agent of written  notice  of  termination  by  the  Designated  Company  of  all  of  theJanuary  21,  2020.  The Aleris  Incremental Term  Loan  Commitments,  (iv)  the  date  that  the  Aleris  Merger  Agreement  is  terminated in accordance with its terms, or pursuant to an amendment or modification thereof, in  each case, prior to the consummation of the Aleris Acquisition, and (v) the consummation of the  Aleris  Acquisition  without  the  use  of  any  Aleris  Incremental  Term  Loans.Commitment  Termination Date has occurred.         “Aleris Increase Joinder Effective Date” shall have the meaning assigned to the term  “Amendment Effective Date” in the Aleris Increase Joinder Amendment.         “Aleris Incremental Funding Date” shall have the meaning assigned to such term in the  Aleris Increase Joinder Amendment.                                          5  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Aleris  Incremental Hold Level” shall mean, with  respect  to  each Aleris  Incremental  Term Lender, the Dollar amount set forth opposite the name of such Aleris Incremental Term  Lender  on Schedule 1 to  the  Aleris  Increase  Joinder  Amendment  under  the  heading  “Aleris  Incremental Hold Level.”         “Aleris Incremental Maturity Date” shall mean the date that is five years after the Aleris  Incremental Funding Date.         “Aleris Incremental Term Loans” shall mean the Term Loans extended by the Aleris  Incremental Term Lenders on the Aleris Incremental Funding Date.         “Aleris Incremental Term Loan Commitment” shall mean, with respect to each Aleris  Incremental Term Lender, the commitment, if any, of such Lender to make Aleris Incremental  Term  Loans  under  the  Aleris  Increase  Joinder  Amendment,  up  to  the  amount  set  forth  on  Schedule 1 to the Aleris Increase Joinder Amendment under the heading “Aleris Incremental Term  Loan  Commitment.”  The  aggregate  amount  of  the  Aleris  Incremental  Term  Lenders’  Aleris  Incremental Term Loan Commitments on the Aleris Increase JoinderThird Amendment Effective  Date is $775,000,000zero.         “Aleris Incremental Term Loan Repayment Date” shall have the meaning assigned to  such term in Section 2.09.         “Aleris Incremental Term Lenders” shall mean (a) each financial institution listed on  Schedule 1 to the Aleris Increase Joinder Amendment under the heading “Aleris Incremental Term  Lender” and (b) any financial institution that acquires an interest in an Aleris Incremental Term  Loan pursuant to an Assignment and Assumption, other than, in each case, any such financial  institution that has ceased to hold any Aleris Incremental Term Loans.         “Aleris  Italy”  shall  mean  Aleris  Aluminum  Italy  Srl,  and  including  any  sales  offices  thereof.         “Aleris Hedging Collateral Requirements” shall have the meaning assigned to such term  in Section 5.15(e).         “Aleris Merger Agreement” means that certain Agreement and Plan of Merger, dated as  of July 26, 2018, among the Borrower, Novelis Acquisitions, Aleris, and OCM Opportunities ALS  Holdings, L.P., a Delaware limited partnership, as amended, modified or supplemented, together  with  any  consent  or  waiver  with  respect  thereto,  but  only  to  the  extent  that  such  amendment,  modification, amendment, consent or waiver is not materially adverse to the Lenders or the Agents  in their capacities as such, it being understood that (i) any modification, amendment, consent or  waiver to the definition of “Material Adverse Effect” in the Aleris Merger Agreement, or which                                         6  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  has the effect of modifying, amending or waiving the representation or condition as to the absence  of  a  Material  Adverse  Effect  (as  defined  in  the  Aleris  Merger  Agreement  as  of  the  Second  Amendment  Effective  Date)  shall  be  deemed  to  be  materially  adverse  to  the  Lenders  and  the  Agents, (ii) any decrease in the purchase price payable under the Aleris Merger Agreement shall  not be deemed to be materially adverse to the Lenders or the Agents, so long as such decrease does  not exceed 10% of the consideration contemplated to be paid under the Aleris Merger Agreement  as of July 26, 2018, and (iii) any increase in the purchase price contemplated to be paid under the  Aleris  Merger  Agreement  shall  not  be  deemed  to  be  materially  adverse  to  the  Lenders  or  the  Agents, so long as such increase is funded by additional common equity contributions to Specified  Holders  that  directly  or  indirectly  own  Equity  Interests  in  the  Designated  Company  and  its  Restricted Subsidiaries immediately prior to such contribution or by cash on hand or borrowings  under the Revolving Credit Agreement; provided, that adjustments to working capital and earn- out payments in accordance with the terms of the Aleris Merger Agreement shall not constitute an  increase or decrease in purchase price for purposes of this definition.         “Aleris Rolled Products” shall mean Aleris Rolled Products Germany GmbH, a company  with limited liability organized under the laws of Germany, registered with the commercial register  (Handelsregister) of the local court (Amtsgericht) of Koblenz with registration number HRB 4239.          “Aleris Syndication Termination Date” shall mean the earlier to occur of (a) the first  date to occur after the Aleris Incremental Funding Date on which the Aleris Incremental Term  Lenders each hold Aleris Incremental Term Loans that are, in each case, no greater than their  respective Aleris Incremental Hold Levels (excluding any portion of the Aleris Incremental Term  Loans that exceed the applicable Aleris Incremental Hold Level of any Lender if and to the extent  that such Aleris Incremental Term Lender elects to retain such portion in its sole discretion) and  (b) the date that is 90 days after the Aleris Incremental Funding Date.         “Alternative Currency” shall mean each of (x) the lawful currency of Canada, (y) Euros,  and (z) the lawful currency of the United Kingdom.          “Annual  Credit”  shall  mean  the  cumulative  amount  of  (x)  $1,100,000,000 plus  (y) $250,000,000 for each fiscal year of the Designated Company commencing after the Closing  Date (beginning with the fiscal year commencing April 1, 2017) minus (z) in each case from and  after the Closing Date until the applicable time of determination, (and taking into all transactions  being consummated concurrently with the transaction then being measured), (i) the cumulative  amount of all Investments made pursuant to Section 6.04(r)(iii), (ii) the cumulative amount of all  Dividends made pursuant to Section 6.08(d)(ii) and (iii) the cumulative amount of all payments  and redemptions of Indebtedness made pursuant to Section 6.11(a)(i)(z)(2).         “Anti-Corruption Laws” shall have the meaning assigned to such term in Section 3.22.         “Anti-Terrorism Laws” shall have the meaning assigned to such term in Section 3.22.                                         7  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Applicable Margin” shall mean (a) in the case of the Initial Term Loans, for any day,  1.85% per annum, (b) in the case of the Aleris Incremental Term Loans, for any day, 1.75% per  annum, and (c) in the case of Incremental Term Loans (other than the Aleris Incremental Term  Loans), the margin specified in the applicable Increase Joinder.         “Approved Fund” shall mean any Fund that is administered or managed by (a) a Lender,  (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages  a Lender.         “Approved  Member  State”  shall  mean  Belgium,  France,  Germany,  Ireland,  Italy,  Luxembourg, The Netherlands, Spain, Sweden and the United Kingdom.         “Asset Sale” shall mean (a) any conveyance, sale, lease, sublease, assignment, transfer or  other  disposition  (including  by  way  of  merger  or  consolidation  and  including  any  Sale  and  Leaseback Transaction) of any property, excluding sales of Inventory, dispositions of cash and  Cash Equivalents and settlements under Hedging Agreements, in each such excluded case, which  are in the ordinary course of business, by Holdings (and, on and after the Specified AV Minerals  Joinder Date, AV Minerals) or any of its Restricted Subsidiaries, or (b) any issuance of any Equity  Interests of any Restricted Subsidiary of Holdings.         “Asset Swap” shall mean the substantially concurrent purchase and sale or exchange of  Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents  between any Company and another person; provided that any cash or Cash Equivalents received  must be applied in accordance with Section 2.10(c).          “Assignee Group” shall mean two or more Eligible Assignees that are Affiliates of one  another or two or more Approved Funds managed by the same investment advisor.         “Assignment and Assumption” shall mean an assignment and assumption entered into by  a Lender and an Eligible Assignee (with the consent of any party whose consent is required by  Section  11.04(b)),  and  delivered  to  the  Administrative  Agent,  in  substantially  the  form  of  Exhibit B, or any other form (including electronic documentation generated by use of an electronic  platform) approved by the Administrative Agent.         “Attributable  Indebtedness”  shall  mean,  when  used  with  respect  to  any  Sale  and  Leaseback Transaction, as at the time of determination, the present value (discounted at the rate  implicit in the lease) of the total obligations of the lessee for rental payments during the remaining  term of the lease included in any such Sale and Leaseback Transaction.         “Auditor’s  Determination”  shall  have  the  meaning  assigned  to  such  term  in  Section 7.11(b).                                         8  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “AV Metals” shall mean AV Metals Inc., a corporation formed under the Canada Business  Corporations Act.         “AV Minerals” shall mean AV Minerals (Netherlands) N.V., a company organized under  the laws of the Netherlands.         “Available Amount” shall have the meaning assigned to such term in Section 7.12(a).         “Bail-In Action” shall mean the exercise of any Write-Down and Conversion Powers by  the applicable EEA Resolution Authority in respect of any liability of an EEAAffected Financial  Institution.         “Bail-In  Legislation”  shall  mean, (a) with  respect  to  any  EEA  Member  Country  implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council  of  the  European  Union,  the  implementing  law,  regulation,  rule  or  requirement for  such  EEA  Member Country from time to time which is described in the EU Bail-In Legislation Schedule.  and (b) with respect to the United Kingdom,  Part I of the United Kingdom Banking Act 2009 (as  amended from time to time) and any other law, regulation or rule applicable in the United Kingdom  relating  to  the  resolution  of  unsound  or  failing  banks,  investment  firms  or  other  financial  institutions or their affiliates (other than through liquidation, administration or other insolvency  proceedings).         “Belgian Guarantor” shall mean each Restricted Subsidiary of the Designated Company  organized under the laws of Belgium that becomes a Guarantor pursuant to the terms hereof.         “Belgian Hold Separate Business” means the Equity Interests in, and businesses of, Aleris  Belgium and Aleris Italy (and certain assets of Aleris (Shanghai) Trading Co. Ltd. that are directly  related  to  the  business  of  Aleris  Belgium  and/or  Aleris  Italy)  that  are  subject  to  the  Belgian  Purchase Documents.         “Belgian  Purchase  Documents”  shall  mean,  collectively,  (i)  (x) that  certain  Sale  &  Purchase Agreement, dated November 22, 2019, among Aleris Aluminum Netherlands B.V., a  corporation incorporated under the laws of the Netherlands, Novelis Europe Holdings Limited, a  company incorporated under the laws of the United Kingdom, and Liberty House Group Pte. Ltd,  a  company  incorporated  under  the  laws  of  Singapore,  pursuant  to  which  Aleris  Aluminum  Netherlands B.V. and Novelis Europe Holdings Limited agreed to sell or cause its Subsidiaries to  sell 100% of the Equity Interests in Aleris Belgium and, indirectly, 100% of the Equity Interests  in  Aleris  Italy,  (y)  the  purchase  agreement  or  agreements  to  be  entered  into  after  the  Aleris  Acquisition Closing Date pursuant to which Novelis Inc. and/or any of its Subsidiaries will agree  to sell or cause its Subsidiaries to sell certain assets of Aleris (Shanghai) Trading Co. Ltd. that are  directly related to the business of Aleris Belgium and/or Aleris Italy, and (z) the agreements and                                         9  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  documents entered into in connection with the documents described in clauses (x) and (y) above,  or (ii) solely to the extent that the sale of the Belgian Hold Separate Business does not occur  pursuant to the terms of the documents described in clause (i)(x) above and such documents are  terminated, the purchase agreement (and the agreements and documents entered into in connection  therewith) negotiated and entered into after the Aleris Acquisition Closing Date by Novelis Inc.  and/or  any  of  its  Subsidiaries,  or  the  European  Commission  or  any  trustee  appointed  on  the  European Commission’s behalf, on the one hand, and a prospective buyer of Aleris Belgium and  Aleris Italy, on the other hand, pursuant to which Novelis Inc. and/or any of its Subsidiaries will  agree to sell or cause its Subsidiaries to sell 100% of the Equity Interests in Aleris Belgium and,  indirectly, 100% of the Equity Interests in Aleris Italy, and, if applicable, certain assets of Aleris  (Shanghai) Trading Co. Ltd. that are directly related to the business of Aleris Belgium and/or  Aleris Italy.          “Belgian Security Agreements” shall mean, collectively  (i) any Security  Agreements,  including all subparts thereto, among any Belgian Guarantors (and such other Persons as may be  party thereto) and the Collateral  Agent  for the benefit  of the Secured Parties,  (ii) each pledge  agreement, mortgage, security agreement, guarantee or other agreement that is entered into by any  Belgian Guarantor or any Person who is the holder of Equity Interests in any Belgian Guarantor  in favor of the Collateral Agent and/or the Revolving Credit Collateral Agent in its capacity as  agent for the Secured Parties pursuant to the terms of the Intercreditor Agreement and the other  Loan Documents, and (iii) any other pledge agreement, mortgage, security agreement or other  agreement entered into pursuant to the terms of the Loan Documents, in each case of clauses (i),  (ii)  and  (iii),  that  is  governed  by  the  laws  of  Belgium,  securing  the  Secured  Obligations,  and  entered into pursuant to the terms of this Agreement or any other Loan Document, as the same  may be amended, restated or otherwise modified from time to time.         “Beneficially Own,” “Beneficial Owner” and “Beneficial Ownership” shall each have  the meaning assigned to such term in Rules 13d-3 and 13d-5 under the Exchange Act.         “Beneficial  Ownership  Certification”  shall  mean  a  certification  regarding  beneficial  ownership required by the Beneficial Ownership Regulation.         “Beneficial Ownership Regulation” shall mean 31 C.F.R. § 1010.230.         “Board” shall mean the Board of Governors of the Federal Reserve System of the United  States.         “Board  of  Directors”  shall  mean,  with  respect  to  any  person,  (i) in  the  case  of  any  corporation, the board of directors of such person, (ii) in the case of any limited liability company,  the board of managers (or the functional equivalent) of such person, (iii) in the case of any limited  partnership, the Board of Directors of the general partner of such person and (iv) in any other case,  the functional equivalent of the foregoing.                                         10  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Borrower”  shall  have  the  meaning  assigned  to  such  term  in  the  preamble  hereto  or,  following the Permitted Holdings Amalgamation, Successor Borrower.           “Borrowing”  shall  mean  Loans  to  a  Co-Borrower  of  the  same  Class  and  Type,  made,  converted or continued on the same date and, in the case of Eurodollar Rate Loans or Fallback  Rate Loans, as applicable, as to which a single Interest Period is in effect.         “Borrowing Base” shall mean, as of any date, an amount equal to: (1) 85% of the book  value of all accounts receivable owned by the Loan Parties as of the end of the most recent fiscal  month for which consolidated financial statements are available; plus (2) the lesser of (x) 75% of  the book value of inventory owned by the Loan Parties as of the end of the most recent fiscal month  for which consolidated financial statements are available and (y) 85% of the “net recovery cost  percentage” multiplied by the  book value of inventory owned by the Loan Parties as of the end of  the  most  recent  fiscal  month  for  which  consolidated  financial  statements  are  available.   Notwithstanding the foregoing, the Borrowing Base shall be adjusted to give pro forma effect to  any Acquisitions or Asset Sales by the Designated Company and/or any Restricted Subsidiary  since the  end  of  the  most  recent  fiscal  month  for  which  consolidated  financial  statements  are  available, as if such Acquisition or Asset Sale had occurred on the last day of the end of the most  recent fiscal  month,  with  such  adjustment  to  be  effective  upon  consummation  of  any  such  Acquisition or Asset Sale.         “Borrowing  Request”  shall  mean  a  request  by  a  Co-Borrower  in  accordance  with  the  terms of Section 2.03 and substantially in the form of Exhibit C, or such other form as shall be  approved by the Administrative Agent.         “Brazilian Guarantor” shall mean each Restricted Subsidiary of the Designated Company  organized  in  Brazil  party  hereto  as  a  Guarantor,  and  each  other  Restricted  Subsidiary  of  the  Designated Company organized in Brazil that becomes a Guarantor pursuant to the terms hereof.         “Brazilian Security Agreements” shall mean, collectively, (i) any Security Agreements,  including all sub-parts thereto, among any Brazilian Guarantors (and such other Persons as may  be party thereto) and the Collateral Agent for the benefit of the Secured Parties, (ii) each pledge  agreement, mortgage, security agreement, guarantee or other agreement that is entered into by any  Brazilian Guarantor or any Person who is the holder of Equity Interests in any Brazilian Guarantor  in favor of the Collateral Agent and/or the Revolving Credit Collateral Agent in its capacity as  agent for the Secured Parties pursuant to the terms of the Intercreditor Agreement and the other  Loan Documents,  and (iii) any other pledge agreement, mortgage, security  agreement or other  agreement entered into pursuant to the terms of the Loan Documents, in each case of clauses (i),  (ii) and (iii), that is governed by the laws of Brazil, securing the Secured Obligations, and entered  into pursuant to the terms of this Agreement or any other Loan Document, as the same may be  amended, restated or otherwise modified from time to time.         “Business Day” shall mean any day other than a Saturday, Sunday or other day on which  commercial banks are authorized to close under the laws of, or are in fact closed in, New York                                         11  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  City or London, and, if such day relates to any Eurodollar Rate Loan, means any such day that is  also a London Banking Day and, solely for purposes of determining whether a day is a day on  which a Loan can be advanced, Singapore.          “Calculation  Date”  shall  have  the  meaning  assigned  to  such  term  in  the  definition  of  “Senior Secured Net Leverage Ratio”.         “Canadian Guarantor” shall mean AV Metals Inc., Successor Holdings (solely to the  extent  that  it  is  organized  in  Canada),  Borrower, and  each  Restricted  Subsidiary  of  Holdings  organized  in  Canada  party  hereto  as  a  Guarantor,  and  each  other  Restricted  Subsidiary  of  the  Designated Company organized in Canada that becomes a Guarantor pursuant to the terms hereof.         “Canadian Loan Parties” shall mean Borrower and the Canadian Guarantors.         “Canadian Security Agreement” shall mean, collectively (i) the Security Agreements,  including all sub-parts thereto, among the Canadian Loan Parties (and such other Persons as may  be party thereto) and the Collateral Agent for the benefit of the Secured Parties, (ii) each pledge  agreement, mortgage, deed of hypothec, debenture, bond, security agreement, guarantee or other  agreement that is entered into by any Canadian Loan Party or any Person who is the holder of  Equity Interests in any Canadian Loan Party in favor of the Collateral Agent and/or the Revolving  Credit Collateral Agent in its capacity as agent for the Secured Parties pursuant to the terms of the  Intercreditor Agreement and the other Loan Documents, and (iii) any other pledge agreement,  mortgage, security agreement or other agreement entered into pursuant to the terms of the Loan  Documents, in each case of clauses (i), (ii) and (iii), that is governed by the laws of Canada (or  any province thereof), securing the Secured Obligations, and entered into pursuant to the terms of  this Agreement or any other Loan Document, as the same may be amended, restated or otherwise  modified from time to time.         “Cancellation” shall mean the cancellation, termination and forgiveness by the applicable  Co-Borrowers of all Loans, Commitments and related Obligations acquired in connection with a  Discounted  Purchase,  which  cancellation  shall  be  consummated  as  described  in Section  11.04(b)(iv)(C) and the definition of “Eligible Assignee”.         “Capital Assets” shall mean, with respect to any person, all equipment, fixed assets and  Real  Property  or  improvements  of  such  person,  or  replacements  or  substitutions  therefor  or  additions thereto, that, in accordance with US GAAP, have been or should be reflected as additions  to property, plant or equipment on the balance sheet of such person.         “Capital Expenditures” shall mean, for any period, without duplication, all expenditures  made directly or indirectly by the Designated Company and its Restricted Subsidiaries during such  period for Capital Assets (whether paid in cash or other consideration, financed by the incurrence                                         12  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  of Indebtedness or accrued as a liability), together with the applicable Company’s proportionate  share of such amounts for Norf GmbH for such period.         “Capital Lease Obligations” of any person shall mean the obligations of such person to  pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real  or personal property, or a combination thereof, which obligations are required to be classified and  accounted for as capital leases on a balance sheet of such person under US GAAP, and the amount  of such obligations shall be the capitalized amount thereof determined in accordance with US  GAAP.  It is understood that with respect to the accounting for leases as either operating leases or  capital leases and the impact of such accounting on the definitions and covenants herein, US GAAP  as in effect on the Closing Date shall be applied.         “Cash Equivalents” shall mean, as to any person, (a) securities issued or fully guaranteed  or insured by the federal government of the United States, Canada, Switzerland, any Approved  Member State or any agency of the foregoing, (b) marketable direct obligations issued by Canada  or any province thereof, any state of the United States or the District of Columbia or any political  subdivision,  government-sponsored  entity  or  instrumentality  thereof  that,  at  the  time  of  the  acquisition, are rated at least “A-2” by S&P, “P-2” by Moody’s or in the “R-2” category by the  Dominion Bond Rating Service Limited, (c) certificates of deposit, Eurocurrency time deposits,  overnight  bank  deposits  and  bankers’  acceptances  of  any  commercial  bank  or  trust  company  organized under the laws of Canada or any province thereof, the United States, any state thereof,  the District of Columbia, any non-U.S. bank, or its branches or agencies (fully protected against  currency fluctuations) that, at the time of acquisition, is rated at least “A-2” by S&P, “P-2” by  Moody’s or in the “R-2” category by the Dominion Bond Rating Service Limited, (d) commercial  paper of an issuer rated at least “A-2” by S&P, “P-2” by Moody’s or in the “R-2” category by the  Dominion Bond Rating Service Limited, and (e) shares of any money market fund that (i) has at  least 95% of its assets invested continuously in the types of investments referred to in clauses (a),  (b) and (c) above, (ii) has net assets, the Dollar Equivalent of which exceeds $500,000,000 and  (iii) is rated at least “A-2” by S&P, “P-2” by Moody’s or in the “R-2” category by the Dominion  Bond Rating Service Limited; provided, however, that the maturities of all obligations of the type  specified in clauses (a), (b) and (c) above shall not exceed 365 days; provided, further, that, to the  extent  any  cash  is  generated  through  operations  in  a  jurisdiction  outside of  the  United  States,  Canada, Switzerland or an Approved Member State, such cash may be retained and invested in  obligations of the type described in clause (a), (c) or (d) applicable to such jurisdiction to the extent  that  such  obligations  are  customarily  used  in  such  other  jurisdiction  for  short  term  cash  management purposes.         “Cash Interest Expense” shall mean, for any period, Consolidated Interest Expense for  such period, less the sum of (a) interest on any debt paid by the increase in the principal amount  of such debt including by issuance of additional debt of such kind, (b) items described in clause (c)  of  the  definition  of  “Consolidated  Interest  Expense”  and  (c)  gross  interest  income  of  the  Designated Company and its Restricted Subsidiaries for such period.                                          13  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Cash Pooling Arrangements” shall mean (i) the DB Cash Pooling Arrangement and the  Novelis AG Cash Pooling Agreement and (ii) any other cash pooling arrangements (including all  documentation pertaining thereto) entered into by any Company in accordance with Section 6.07.          “Casualty Event” shall mean any involuntary loss of title, any involuntary loss of, damage  to or any destruction of, or any expropriation, condemnation or other taking (including by any  Governmental Authority) of, any property of Holdings, the Designated Company or any of its  Restricted Subsidiaries, or, on and after the Specified AV Minerals Joinder Date, AV Minerals.   “Casualty Event” shall include but not be limited to any taking of all or any part of any Real  Property of any person or any part thereof, in or by expropriation, condemnation or other eminent  domain  proceedings  pursuant  to  any  Requirement  of  Law,  or  by  reason  of  the  temporary  requisition of the use or occupancy of all or any part of any Real Property of any person or any  part thereof by any Governmental Authority, civil or military, or any settlement in lieu thereof.         “CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and  Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq. and all implementing regulations.         A “Change in Control” shall be deemed to have occurred if:                 (a) (i) prior to the Designated Holdco Effective Date, Hindalco ceases to be the          Beneficial Owner of Voting Stock representing more than 50% of the voting power of          the total outstanding Voting Stock of AV Minerals and Holdings, (ii) on and after the          Designated  Holdco  Effective  Date,  Hindalco  ceases  to  be  the  Beneficial  Owner  of          Voting Stock representing more than 50% of the voting power of the total outstanding          Voting Stock of each of AV Minerals, Holdings and Designated Holdco, or (iii) on and          after the Designated Holdco Effective Date, Holdings ceases to be the Beneficial Owner          of Voting Stock representing 100% of the voting power of the total outstanding Voting          Stock of Designated Holdco;                 (b) Holdings  (or,  on  and  after  the  Designated  Holdco  Effective  Date,          Designated Holdco) at any time ceases to be the Beneficial Owner and the direct record          owner of 100% of the Equity Interests of Borrower, except as a result of a Qualified          Borrower IPO; provided that Hindalco continues to be the Beneficial Owner of Voting          Stock representing more than 50% of the voting power of the total outstanding Voting          Stock of Borrower at all times after giving effect to such Qualified Borrower IPO; and          provided, further,  that  a  Permitted  Holdings  Amalgamation  shall  not  constitute  a          Change in Control;                  (c) the Designated Company at any time ceases to be the Beneficial Owner and          the  direct  or  indirect  owner  of  100%  of  the  Equity  Interests  of  each  of  Novelis          Corporation,  Novelis  Deutschland  GmbH (except  to  the  extent  otherwise  permitted          under clause (c) of the definition of Permitted Reorganization Action or under clause (b)          of  the  definition  of  Permitted  Aleris  Foreign  Subsidiary  Transfer) and  each  Co-         Borrower (other than the Borrower prior to the Designated Holdco Effective Date, and          the Designated Company on and after the Designated Holdco Effective Date);                                         14  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                (d) at any time a change in control (or change of control or similar event) with          respect to any Co-Borrower or the U.S.  Issuer occurs under (and as defined in) any          Material Indebtedness of any Loan Party; or                 (e) during  any  period  of  two  consecutive  years,  individuals  who  at  the          beginning  of  such  period  constituted  the  Board  of  Directors  of  Holdings,  any  Co-         Borrower or, on and after the Designated Holdco Effective Date, Designated Holdco,          or, on and after the Specified AV Minerals Joinder Date, AV Minerals (together with          any new directors whose election to such Board of Directors or whose nomination for          election was approved by the Specified Holders or by a vote of at least a majority of the          members of the Board of Directors of such Person, as the case may be, which members          comprising  such  majority  are  then still  in  office  and  were  either  directors  at  the          beginning of such period or whose election or nomination for election was previously          so approved) cease for any reason to constitute a majority of the Board of Directors of          such Person.         For purposes of this definition, a person shall not be deemed to have Beneficial Ownership  of Equity Interests subject to a stock purchase agreement, merger agreement or similar agreement  until the consummation of the transactions contemplated by such agreement.         “Change in Law” shall mean the occurrence, after the date of this Agreement, of any of  the  following:   (a) the  adoption  or  taking  into  effect  of  any  law,  treaty,  order,  policy,  rule  or  regulation,  (b) any  change  in  any  law,  treaty,  order,  policy,  rule  or  regulation  or  in  the  administration,  interpretation  or  application  thereof  by  any  Governmental  Authority  or  (c) the  making or issuance of any request, guideline or directive (whether or not having the force of law)  by any Governmental Authority; provided, however, that notwithstanding anything herein to the  contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests,  rules, regulations,  guidelines or directives thereunder or issued in connection therewith, (y) all  requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the  Basel Committee on Banking Supervision (or any successor or similar authority) or the United  States  or  foreign  regulatory  authorities,  in  each  case  pursuant  to  Basel  III,  and  (z)  the  implementation or compliance with, CRD IV or CRR, or any law or regulation that implements or  applies CRD IV or CRR, shall in each case be deemed to be a “Change in Law”, regardless of the  date enacted, adopted or issued.          “Chattel Paper” shall mean all “chattel paper,” as such term is defined in the UCC, in  which any Person now or hereafter has rights.         “Chief Executive Office” shall mean, with respect to any Person, the location from which  such Person manages the main part of its business operations or other affairs.                                          15  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Chinese Subsidiary Equity Interests” shall mean all Equity Interests of each Person  organized under the laws of the People’s Republic of China that is a Subsidiary of a Loan Party,  in each case that is owned by a Loan Party.         “Class”  shall  mean  (a)  when  used  with  respect  to  Commitments,  whether  such  Commitments  are  Term  Loan  Commitments,  Incremental  Term  Loan  Commitments  or  Other  Term Loan Commitments, as the context may require, and (b) when used with respect to Loans or  a Borrowing, whether such Loans, or the Loans comprising such Borrowing, are Term Loans,  Incremental Term Loans or Other Term Loans.  Other Term Loan Commitments, Other Term  Loans  and Incremental  Term Loans made pursuant to any Increase Joinder that have different  terms and conditions than the Other Term Loans or Incremental Term Loans shall be construed to  be in different Classes.         “Closing Date” shall mean the date, on or prior to the Agreement Termination Date, on  which the conditions precedent set forth in Section 4.02 and Section 4.03 are satisfied (or waived  in accordance with Section 11.02) and the initial Term Loans are advanced.         “Code” shall mean the  Internal  Revenue Code of 1986, as  amended, and the Treasury  Regulations promulgated thereunder.         “Co-Borrowers” shall mean (a) the Borrower, (b) solely in the case of Aleris Incremental  Term  Loans  and  Aleris  Incremental  Term  Loan  Commitments,  Novelis  Acquisitions  (and,  immediately  after  giving  effect  to  the  merger  of  Novelis  Acquisitions  with  and  into  Aleris  in  connection with the Aleris Acquisition, Aleris) and (c) solely in the case of any other Incremental  Term Loans and Incremental Term Loan Commitments of any Class, to the extent designated as a  Co-Borrower pursuant to the Increase Joinder in respect of such Class, the Borrower or Novelis  Acquisitions (and, immediately after giving effect to the merger of Novelis Acquisitions with and  into Aleris in connection with the Aleris Acquisition, Aleris).         “Collateral” shall mean, all of the “Collateral”, “Pledged Collateral”, “Secured Assets”  and “Mortgaged Property” referred to in the Security Documents and all of the other property that  is or is intended under the terms of the Security Documents to be subject to Liens in favor of the  Collateral Agent for the benefit of the Secured Parties.         “Collateral Agent” shall have the meaning assigned to such term in the preamble hereto  and includes each other person appointed as the successor pursuant to Article X.          “Commitment”  shall  mean,  with  respect  to  any  Lender,  such  Lender’s  Term  Loan  Commitment,  including  any  Incremental  Term  Loan  Commitment  and  any  Other  Term  Loan  Commitment, as the context requires.                                          16  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et  seq.), as amended from time to time, and any successor statute.         “Companies” shall mean Holdings, the Designated Company and, Holdings’ Restricted  Subsidiaries and, after the Specified AV Minerals Joinder Date if Holdings is not AV Minerals,  AV Minerals; and “Company” shall mean any one of them.         “Compensation Plan” shall mean any program, plan or similar arrangement (other than  employment  contracts  for  a  single  individual)  relating  generally  to  compensation,  pension,  employment or similar arrangements with respect to which any Company, any Affiliate of any  Company or any ERISA Affiliate of any of them has any obligation or liability, contingent or  otherwise, under any Requirement of Law other than that of the United States.         “Compliance Certificate” shall mean a certificate of a Financial Officer substantially in  the form of Exhibit D.         “Confidential  Information  Memorandum”  shall  mean  that  certain  confidential  information memorandum of Novelis Inc., dated January 6, 2017.         “Consolidated  Amortization  Expense”  shall  mean,  for  any  period,  the  amortization  expense of the Designated Company and its Restricted Subsidiaries for such period, determined  on a consolidated basis in accordance with US GAAP.         “Consolidated  Current  Assets”  shall  mean,  as  at  any  date  of  determination,  the  total  assets of the Designated Company and its Restricted Subsidiaries which may properly be classified  as current assets on a consolidated balance sheet of the Designated Company and its Restricted  Subsidiaries in accordance with GAAP, excluding cash and Cash Equivalents.         “Consolidated Current Liabilities” shall mean, as at any date of determination, the total  liabilities  of  the  Designated  Company  and  its  Restricted  Subsidiaries  which  may  properly  be  classified as current liabilities (other than the current portion of any Loans) on a consolidated  balance sheet of the Designated Company and its Restricted Subsidiaries in accordance with US  GAAP, but excluding (a) the current portion of any Funded Debt of the Designated Company and  its  Restricted  Subsidiaries  and  (b)  without  duplication  of  clause  (a)  above,  all  Indebtedness  consisting of Revolving Credit Loans to the extent otherwise included therein.         “Consolidated  Depreciation  Expense”  shall  mean,  for  any  period,  the  depreciation  expense of the Designated Company and its Restricted Subsidiaries for such period, determined  on a consolidated basis in accordance with US GAAP.                                          17  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Consolidated EBITDA” shall mean, for any period, the sum of (A) Consolidated Net  Income for such period, adjusted by (without duplication):         (x)   adding thereto, in each case only to the extent (and in the same proportion) deducted  in determining such Consolidated Net Income and without duplication:                 (a) Consolidated Interest Expense for such period;                 (b) Consolidated Amortization Expense for such period;                 (c) Consolidated Depreciation Expense for such period;                 (d) Consolidated Tax Expense for such period;                 (e) non-recurring items or unusual charges or expenses, severance, relocation          costs or expenses, other business optimization expenses (including costs and expenses          relating to business optimization programs), new systems design and implementation          costs, project start-up costs, restructuring charges or reserves, costs related to the closure          and/or consolidation of facilities and one-time costs associated with a Qualified IPO or          Qualified Borrower IPO;                 (f) to the extent covered by insurance and actually reimbursed or, so long as          the  Designated  Company  has  made  a  good  faith  determination  that  there  exists          reasonable evidence that such amount will in fact be reimbursed by the insurer and only          to the extent that such amount is (x) not denied by the applicable carrier in writing within          180 days and (y) in fact reimbursed within 365 days of the date of such evidence (with          a deduction for any amount so added back to the extent not so reimbursed within 365          days), losses and expenses with respect to Casualty Events or business interruption;                  (g) the aggregate amount of all other non-cash charges reducing Consolidated          Net Income (excluding any non-cash charge that results in an accrual of a reserve for          cash charges in any future period) for such period;                  (h) the  amount  of  net  income  (loss)  attributable  to  non-controlling  interests          deducted (and not added back) in computing Consolidated Net Income; and                 (i) Management Fees paid in compliance with Section 6.08(c);         (y)   subtracting therefrom, (a) the aggregate amount of all non-cash items increasing  Consolidated Net Income (other than the accrual of revenue or recording of receivables in the  ordinary course of business) for such period and (b) interest income; and         (z)   excluding therefrom,                 (a) [intentionally omitted];                                          18  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                (b) earnings or losses resulting from any reappraisal, revaluation or write-up or          write-down of assets;                  (c) non-recurring or unusual gains; and                 (d) any gain or loss relating to cancellation or extinguishment of Indebtedness;          plus   (B)   the  proportionate  interest  of  the  Designated  Company  and  its  consolidated  Restricted  Subsidiaries in Non-consolidated Affiliate EBITDA for such period; plus   (C)  for purposes of determining compliance with the Financial Performance Covenant only (solely  for the purposes of Section 6.14 and not for determining whether any action predicated on being  in  compliance  with  the  Financial  Performance  Covenant  is  permitted),  Specified  Equity  Contributions  made  pursuant  to Section 8.04 to  cure  failure  to  comply  with  the  Financial  Performance Covenant for a fiscal quarter in such period; plus   (D)   the  annualized  amount  of  net  cost  savings,  operating  expense  reductions  and  synergies  reasonably  projected  by  the  Designated  Company  in good  faith  to  be  realized  as  a  result  of  specified actions (x) taken since the beginning of the Test Period in respect of which Consolidated  EBITDA is being determined or (y) initiated prior to or during the Test Period (in each case, which  cost savings shall be added to Consolidated EBITDA until fully realized, but in no event for more  than four fiscal quarters) (calculated on a pro forma basis as though such annualized cost savings,  operating expense reductions and synergies had been realized on the first day of such Test Period,   net of the amount of actual benefits realized during such Test Period from such actions); provided  that (1) such cost savings, operating expense reductions and synergies are reasonably identifiable,  quantifiable and factually supportable in the good faith judgment of the Designated Company, and  (2) no cost savings, operating expense reductions and synergies shall be added pursuant to this  clause (C) to the extent duplicative of any expenses or charges otherwise added to Consolidated  EBITDA, whether through a pro forma adjustment or otherwise, for such Test Period; provided  that the aggregate amount added to Consolidated EBITDA pursuant to this clause (C) shall not  exceed in the aggregate 15% of Consolidated EBITDA for any one Test Period; provided, further  that projected (and not yet realized) amounts may no longer be added in calculating Consolidated  EBITDA pursuant to this clause (C) to the extent occurring more than four full fiscal quarters after  the specified action taken or initiated in order to realize such projected cost savings, operating  expense reductions and synergies.   Notwithstanding  the  foregoing  clause  (x),  the  provision  for  taxes  and  the  depreciation,  amortization and non-cash items of a Restricted Subsidiary shall be added to Consolidated Net  Income to compute Consolidated EBITDA only to the extent (and in the same proportion) that the  net income of such Restricted Subsidiary was included in calculating Consolidated Net Income.   Consolidated  EBITDA  shall  not  include  the  Consolidated  EBITDA  of  any  Non-consolidated  Affiliate if such Non-consolidated Affiliate is subject to a prohibition, directly or indirectly, on the  payment  of  dividends  or  the  making  of  distributions,  directly  or  indirectly,  to  the  Designated  Company or any Co-Borrower, to the extent of such prohibition.                                          19  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Consolidated  Interest  Coverage  Ratio”  shall  mean,  for  any  period,  the  ratio  of  (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period.         “Consolidated  Interest  Expense”  shall  mean,  for  any  period,  the  total  consolidated  interest  expense  of  the  Designated  Company  and  its  Restricted  Subsidiaries  for  such  period  determined on a consolidated basis in accordance with US GAAP plus, without duplication:                 (a) imputed  interest on  Capital  Lease  Obligations  and  Attributable          Indebtedness  of  the  Designated  Company  and  its  Restricted  Subsidiaries  for  such          period;                 (b) commissions, discounts and other fees and charges owed by the Designated          Company or any of its Restricted Subsidiaries with respect to letters of credit securing          financial obligations, bankers’ acceptance financing and receivables financings for such          period;                 (c) amortization of debt issuance costs, debt discount or premium and other          financing  fees  and  expenses  incurred  by the  Designated  Company  or  any  of  its          Restricted Subsidiaries for such period;                 (d) all interest paid or payable with respect to discontinued operations of the          Designated Company or any of its Restricted Subsidiaries for such period; and                 (e) the interest portion of any deferred payment obligations of the Designated          Company or any of its Restricted Subsidiaries for such period.         “Consolidated Net Income” shall mean, for any period, the consolidated net income (or  loss) of the Designated Company and its Restricted Subsidiaries determined on a consolidated  basis in accordance with US GAAP; provided, however, that the following shall be excluded in  the calculation of “Consolidated Net Income”:                 (a) any net income (loss) of any person (other than the Designated Company)          if such person is not a Restricted Subsidiary of the Designated Company, except that:                     (i)   subject to the exclusion contained in clause (c) below, equity of the              Designated Company and its consolidated Restricted Subsidiaries in the net income              of  any  such  person  for  such  period  shall  be  included  in  such  Consolidated  Net              Income up to the aggregate amount of cash distributed by such person during such              period to the Designated Company or to a Restricted Subsidiary as a dividend or              other  distribution  (subject,  in  the  case  of  a  dividend  or  other  distribution  to  a              Restricted Subsidiary, to the limitations contained in clause (b), below); and                     (ii)  the  equity  of  the  Designated  Company  and  its  consolidated              Restricted Subsidiaries in a net loss of any such person other than an Unrestricted              Subsidiary for such period shall be included in determining such Consolidated Net              Income;                                         20  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                (b) any  net  income  (loss)  of  any  Restricted  Subsidiary  of  the  Designated          Company if such Restricted Subsidiary is subject to a prohibition, directly or indirectly,          on the payment of dividends or the making of distributions, directly or indirectly, to the          Designated Company or any Co-Borrower, to the extent of such prohibition, except that:                     (i)   subject to the exclusion contained in clause (c) below, equity of the              Designated Company and its consolidated Restricted Subsidiaries in the net income              of  any  such  person  for  such  period  shall  be  included  in  such  Consolidated  Net              Income  up  to  the  aggregate  amount  of  cash  distributed  by  such  Restricted              Subsidiary during such period to the Designated Company or another Restricted              Subsidiary as a dividend or other distribution (subject, in the case of a dividend or              other distribution to a Restricted Subsidiary, to  the limitations contained in  this              clause (b)); and                     (ii)  the  equity  of  the  Designated  Company  and  its  consolidated              Restricted Subsidiaries in a net loss of any such person other than an Unrestricted              Subsidiary for such period shall be included in determining such Consolidated Net              Income;               (c)   any gain or loss realized upon the sale or other disposition of any property        of the Designated Company or Restricted Subsidiaries (including pursuant to any Sale and        Leaseback Transaction) that is not sold or otherwise disposed of in the ordinary course of        business  (provided that  sales  or  other  dispositions  of  assets  in  connection  with  any        Qualified  Securitization  Transaction  permitted  hereunder  shall  be  deemed  to  be  in  the        ordinary course);               (d)   any extraordinary gain or loss;               (e)   the cumulative effect of a change in accounting principles;               (f)   any  non-cash  compensation  expense  realized  for  grants  of  performance        shares, stock options or other rights to officers, directors and employees of the Designated        Company or any Restricted Subsidiary; provided that such shares, options or other rights        can  be  redeemed  at  the  option  of  the  holders  only  for  Qualified  Capital  Stock  of  the        Designated Company or Holdings (or, on and after the Specified AV Minerals Joinder        Date, AV Minerals);               (g)   any  unrealized  gain  or  loss  resulting in  such  period  from  Hedging        Obligations (other than any unrealized gains or losses resulting from foreign currency re-       measurement hedging activities);                (h)   any  expenses  or  charges  in  such  period  related  to  the  Transactions,  any        premiums, fees, discounts, expenses and losses payable by any Loan Party in such period        in connection with any redemption or tender offer of Indebtedness permitted hereunder,        and  any  acquisition,  disposition,  recapitalization  or  the  incurrence  of  any  Indebtedness        permitted hereunder, including such fees, expenses or charges related to the Transactions;        and                                          21  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






              (i)   the effects of adjustments in the property, plant and equipment, inventories,        goodwill, intangible assets and debt line items in the Designated Company’s consolidated        financial statements  pursuant  to  US  GAAP  resulting  from  the  application  of  purchase        accounting in relation to any acquisition or the amortization or write-off of any amounts        thereof, net of taxes.   Notwithstanding the foregoing, for purposes of the calculation of Cumulative Credit only, there  shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances  or  other  transfers  of  property  from  Unrestricted  Subsidiaries  to  the  Designated  Company  or  a  Restricted Subsidiary to the extent such dividends, repayments or transfers increase the amount of  Cumulative Credit pursuant to clause (d) of the definition of Cumulative Credit.         “Consolidated Net Tangible Assets” shall mean, as of any date of determination, the sum  of the amounts that would appear on a consolidated balance sheet of the Designated Company and  its  Restricted  Subsidiaries  as  the  total  assets  (less  accumulated  depreciation  and  amortization,  allowances for doubtful receivables, other applicable reserves and other properly deductible items)  of  the  Designated  Company  and  its  Restricted  Subsidiaries,  after  giving  effect  to  purchase  accounting  and  after  deducting  therefrom  Consolidated  Current  Liabilities  and,  to  the  extent  otherwise included, the amounts of (without duplication):           (a)  the excess of cost over fair market value of assets or businesses acquired;           (b)   any revaluation or other write-up in book value of assets subsequent to March 31,          2016 as a result of a change in the method of valuation in accordance with US GAAP;           (c)   unamortized debt discount and expenses and other unamortized deferred charges,          goodwill,  patents,  trademarks,  service  marks,  trade  names,  copyrights,  licenses,          organization or developmental expenses and other intangible items;           (d)   minority  interests  in  consolidated  Subsidiaries  held  by  Persons  other  than  the          Designated Company or any Restricted Subsidiary of the Designated Company;           (e)   treasury stock;           (f)   cash or securities set aside and held in a sinking or other analogous fund established          for the purpose of redemption or other retirement of Equity Interests to the extent such          obligation is not reflected in Consolidated Current Liabilities; and           (g)   Investments in and assets of Unrestricted Subsidiaries.         “Consolidated  Tax  Expense”  shall  mean,  for  any  period,  the  tax  expense  of  the  Designated Company and its Restricted Subsidiaries, for such period determined on a consolidated  basis in accordance with US GAAP.                                          22  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Consolidated Total Assets” shall mean at any date of determination, the total assets of  the Designated Company and its Restricted Subsidiaries determined on a consolidated basis in  accordance with US GAAP.         “Consolidated Total Net Debt” shall mean, as of any date of determination and without  duplication, the sum of (A) the aggregate principal amount of Indebtedness of the Designated  Company and its Restricted Subsidiaries outstanding on such date of the type referenced in clauses  (a), (b) and (f) of the definition of Indebtedness, and any Contingent Obligations of the Designated  Company and its Restricted Subsidiaries in respect of Indebtedness of any Person under clauses  (a), (b) and (f) of the definition of Indebtedness, minus the aggregate amount of Unrestricted Cash  on such date, plus (B) the proportionate interest of the Designated Company and its consolidated  Restricted Subsidiaries in the Non-consolidated Affiliate Debt of each of the Non-consolidated  Affiliates at any date of determination. The aggregate principal amount of such Indebtedness shall  be determined according to the face or principal amount thereof, based on the amount owing under  the applicable contractual obligation (without regard to any election by the Designated Company,  Holdings (or, and, on and after the Specified AV Minerals Joinder Date, AV Minerals) or any other  Person) to measure an item of Indebtedness using fair value or any other discount that may be  applicable  under  GAAP  (including  the  effects  of  FASB  ASC  825  and  FASB  ASC  470-20  on  financial  liabilities)  on  a  consolidated  basis  with  respect  to  the  Designated  Company  and  its  Restricted Subsidiaries in accordance with consolidation principles utilized in GAAP.          “Contingent  Obligation”  shall  mean,  as  to  any  person,  any  obligation,  agreement,  understanding  or  arrangement  of  such  person  guaranteeing  or  intended  to  guarantee  any  Indebtedness, leases, dividends or other obligations (“primary obligations”) of any other person  (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation  of such person, whether or not contingent, (a) under any guaranty, endorsement, co-making or sale  with recourse of any obligation of a primary obligor, (b) to purchase any such primary obligation  or any property constituting direct or indirect security therefor; (c) to advance or supply funds  (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital  or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the  primary  obligor;  (d) to  purchase  property,  securities  or  services  primarily  for  the purpose  of  assuring the owner of any such primary obligation of the ability of the primary obligor to make  payment of such primary obligation; (e) with respect to bankers’ acceptances, letters of credit and  similar  credit  arrangements,  until  a  reimbursement  obligation  arises  (which  reimbursement  obligation shall constitute Indebtedness); or (f) otherwise to assure or hold harmless the holder of  such  primary  obligation  against  loss  in  respect  thereof; provided, however,  that  the  term  “Contingent Obligation” shall not include endorsements of instruments for deposit or collection in  the  ordinary  course  of  business  or  any  product  warranties.   The  amount  of  any  Contingent  Obligation shall be deemed to be an amount equal to the stated or determinable amount of the  primary  obligation  in  respect  of  which  such  Contingent  Obligation  is  made  (or,  if  less,  the  maximum amount of such primary obligation for which such person may be liable, whether singly  or jointly, pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if  not  stated  or  determinable,  the  maximum  reasonably  anticipated  liability  in  respect  thereof  (assuming such person is required to perform thereunder) as determined by such person in good  faith.                                         23  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Contribution,  Intercompany,  Contracting  and  Offset  Agreement”  shall  mean  that  certain Contribution, Intercompany, Contracting and Offset Agreement dated as of the Closing  Date by and among the Loan Parties (other than certain Foreign Subsidiaries), the Collateral Agent  and the Administrative Agent.         “Contribution Notice” shall mean a contribution notice issued by the Pensions Regulator  under Section 38 or Section 47 of the Pensions Act 2004.         “Control” shall mean the possession, directly or indirectly, of the power to direct or cause  the direction of the management or policies of a person, whether through the ownership of voting  securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have  meanings correlative thereto.         “Control Agreement” shall mean, with respect to a Deposit Account, Securities Account,  or Commodity Account (each as defined in the UCC), (i) located in the United States, an agreement  in form and substance reasonably satisfactory to the Collateral Agent establishing the Collateral  Agent’s  “control”  (within  the  meaning  of  the  UCC)  in  such  account,  or  (ii)  located  in  other  jurisdictions, agreements with regard to such accounts establishing and perfecting the First Priority  Lien of the Collateral Agent in such accounts, and otherwise in form and substance reasonably  satisfactory to the Collateral Agent.         “Cost of Funds” shall mean the rate of interest on each Lender’s share of the relevant  Borrowing for the relevant Interest Period, which shall be the percentage rate per annum which is  the sum of the weighted average of the rates notified to the Administrative Agent by each Lender  as soon as practicable and in any event within two Business Days of the first day of that Interest  Period (or, if earlier, on the date falling two Business Days before the date on which interest is due  to be paid in respect of that Interest Period), to be that which expresses as a percentage rate per  annum the cost to the relevant  Lender of funding its participation in that Loan from whatever  source  it  may  reasonably  select; provided,  that  if  a  Lender’s  Funding  Rate  is  less  than  the  Eurodollar Rate or a Lender does not supply a quotation by the time specified in this definition,  the cost to that Lender of funding its participation in that Borrowing for that Interest Period shall  be deemed, for the purposes of this definition, to be the Eurodollar Rate; provided, further, that if  any Lender does not supply a quotation by the time specified in this definition, the rate of interest  shall be calculated on the basis of the quotations of the remaining Lenders; provided, further, that  if the Cost of Funds shall be less than zero, such rate shall be deemed zero for purposes of this  Agreement.         “Covered Aleris Lender” shall have the meaning assigned to such term in the definition  of “Covered Aleris Syndication Taxes”.         “Covered Aleris Loan” shall have the meaning assigned to such term in the definition of  “Covered Aleris Syndication Taxes”.                                         24  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Covered Aleris Payment Date” shall mean any Interest Payment Date and any other date  on which interest on the Aleris Incremental Term Loans is paid.         “Covered Aleris Syndication Taxes” means, in the case of a Lender (other than a Lender  that was an Aleris Incremental Term Lender on the Aleris Incremental Funding Date or an Affiliate  of such Lender) that acquires an interest in the Aleris Incremental Term Loans pursuant to an  Assignment  and  Assumption  between  the  Aleris  Incremental  Funding  Date  and  the  Aleris  Syndication Termination Date (the “Aleris Syndication Period”), and any initial or subsequent  assignee Lender of all or a portion of such interest (collectively, such Lender and such assignee  Lender(s), a “Covered Aleris Lender”), any U.S. federal withholding Taxes imposed on amounts  payable to or for the account of such Covered Aleris Lender with respect to such Lender’s interest  in  the Aleris  Incremental  Term  Loans  acquired  by  a Covered Aleris  Lender during the Aleris  Syndication Period and, solely for any Covered Aleris Payment Date occurring after the Aleris  Syndication Termination Date, held as of the end of the Aleris Syndication Period (or acquired  subsequent to the Aleris Syndication Period pursuant to an assignment from a Covered Aleris  Lender) (such interest in an Aleris Incremental Term Loan, a “Covered Aleris Loan”); provided  that Covered Aleris Syndication Taxes shall not include (i) Excluded Taxes or (ii) Taxes for which  the Lenders are indemnified by the Co-Borrowers hereunder without regard to the indemnification  for Covered Aleris Syndication Taxes.  For the avoidance of doubt, Covered Aleris Syndication  Taxes shall not include any U.S. federal withholding Taxes imposed on amounts payable to or for  the account of a Covered Aleris Lender with respect to an interest in Aleris Incremental Term  Loans (or Aleris Incremental Term Loan Commitments in respect thereof) pursuant to a change in  law after the date on which such Lender acquires an interest in such Loan or Commitment, or U.S.  federal withholding Taxes that, pursuant to Section 2.15, were payable to such Lender’s assignor  immediately before such Lender became a party hereto.         “CRD IV” means Directive 2013/36/EU of June 26, 2013 on access to the activity of credit  institutions and the prudential supervision of credit institutions and investment firms, amending  Directive 2002/87/EC and repealing Directive 2006/48/EC and 2006/49/EC.         “Credit Agreement Refinancing Indebtedness” shall mean (a) Permitted First Priority  Refinancing  Debt,  (b)  Permitted  Second  Priority  Refinancing  Debt,  (c)  Permitted  Unsecured  Refinancing Debt or (d) Indebtedness incurred pursuant to a Refinancing Amendment, in each  case, issued, incurred or otherwise obtained (including by means of the extension or renewal of  existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part,  existing  Term  Loans  (including  any  successive  Credit  Agreement  Refinancing  Indebtedness)  (“Refinanced Debt”); provided that (i) such extending, renewing or refinancing Indebtedness is  in an original aggregate principal amount not greater than the aggregate principal amount of the  Refinanced Debt (except for unpaid accrued interest and premium thereon and any make-whole  payments applicable thereto), (ii) such Indebtedness has a final maturity date no earlier than the  final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the  Weighted Average Life to Maturity of, the Refinanced Debt and (iii) such Refinanced Debt shall  be repaid, defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any)                                          25  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness  is issued, incurred or obtained.         “Credit Extension” shall mean the making of a Loan by a Lender.         “CRR”  shall  mean  Regulation  (EU)  no.  575/2013  of  June  26,  2013  on  prudential  requirements  for  credit  institutions  and  investment  firms  and  amending  regulation  (EU)  no.  648/2012.         “Cumulative Credit” shall mean, at any date, an amount equal to:         (a)   $328,000,000; plus         (b)   50%  of  the  aggregate  Consolidated  Net  Income  accrued  during  the  period  commencing on October 1, 2016 to and including the last day of the fiscal quarter most recently  ended for which the Designated Company has delivered to the Administrative Agent the financial  statements  required  to  be  delivered  by Section  5.01(a) or Section  5.01(b),  taken  as  a  single  accounting period (or, in the event Consolidated Net Income for such period is a deficit, minus  100% of such deficit); plus         (c)   100% of the Net Cash Proceeds received by, (w) prior to the Designated Holdco  Effective Date, Holdings from the issuance of Qualified Capital Stock of Holdings or as a capital  contribution to Holdings after the Closing Date to the extent that such Net Cash Proceeds are  immediately  contributed  by  Holdings  to  the  Designated  Company  following  such sale  or  contribution to Holdings (including the Net Cash Proceeds of a Qualified IPO), (x) on and after  the Designated Holdco Effective Date, from the issuance of Qualified Capital Stock of Designated  Holdco or as a capital contribution to Designated Holdco (including the Net Cash Proceeds of a  Qualified IPO), (y) Borrower from the issuance of Qualified Capital Stock of the Borrower in a  Qualified  Borrower  IPO  and  (z) Borrower  from  the  issuance  of  Qualified  Capital  Stock  of  Borrower  after  a  Qualified  Borrower  IPO; provided that,  in  each  case,  no  issuances  to  or  contributions from a Restricted Subsidiary shall be counted for the purposes of this clause (c); plus         (d)   the  aggregate  net  cash  proceeds  received  by  the  Designated  Company  or  any  Restricted  Subsidiary  from  the  issuance  or  sale  after  the  Closing  Date  of  convertible  or  exchangeable Indebtedness that has been converted into or exchanged for Qualified Capital Stock  of Holdings (prior to the Designated Holdco Effective Date), Designated Holdco (on and after the  Designated Holdco Effective Date) or of the Borrower after a Qualified Borrower IPO, excluding:               (i)   any such Indebtedness issued or sold to any Loan Party or a Subsidiary of        any Loan Party or an employee stock ownership plan or trust established by any Loan Party        or any such Subsidiary for the benefit of their employees, and               (ii)  the aggregate amount of any cash or other property distributed by Holdings,        the  Designated  Company  or  any  Restricted  Subsidiary  upon  any  such  conversion  or        exchange; plus                                          26  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (e)   the  net  reduction  in  Investments  made  in  reliance  on  the  Cumulative  Credit  pursuant to Section 6.04(r)(ii) in any person other than the Designated Company or an Unrestricted  Grantor  resulting  from  cash  dividends,  repayments  of  loans  or  advances  or  other transfers  of  property (valued at fair market value), in each case to the Designated Company or any Unrestricted  Grantor; provided that the foregoing amount shall not exceed, in the case of any person, the amount  of  Investments  made  after  the  Closing  Date  by  the  Designated  Company  or  any  Unrestricted  Grantor in such person in reliance on the Cumulative Credit pursuant to Section 6.04(r)(ii); plus         (f)   the  aggregate  amount  of  prepayments  refused  by  Lenders  pursuant  to  Section 2.10(g)(iii); plus         (g)   upon the redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary  pursuant to Section 5.16, the lesser of (i) the fair market value of the net assets of such Unrestricted  Subsidiary at the time of redesignation and (ii) the aggregate amount of Investments made by the  Designated Company or any of its Restricted Subsidiaries in reliance on the Cumulative Credit  pursuant to Section 6.04(r)(ii) in such Unrestricted Subsidiary after the Closing Date and prior to  such redesignation; minus         (h)   in  each case from  and after the Closing Date, (x) the cumulative amount of all  Investments made pursuant to Section 6.04(r)(ii), (y) the cumulative amount of all Dividends made  pursuant  to Section  6.08(c), Section  6.08(d)(i), Section  6.08(i) and Section 6.08(j) and  (z) the  cumulative amount of all payments and redemptions of Indebtedness made pursuant to Section  6.11(a)(i)(z)(1); minus         (i)   if, at such date of determination, the Total Net Leverage Ratio determined on a Pro  Forma Basis as of the last day of the most recently ended fiscal quarter for which the Designated  Company  has  delivered  to  the  Administrative  Agent  the  financial  statements  required  to  be  delivered by Section 4.01(e), Section 5.01(a) or Section 5.01(b) would be greater than or equal to  3.5 to 1.0, the cumulative amount of Recapture Amounts paid since the Closing Date.         “DB Cash Pooling Arrangements” shall mean the cash pooling arrangements among the  Borrower, certain  other  Loan Parties  and Deutsche Bank pursuant  to  the Transaction Banking  Services Agreement among such parties and any documents ancillary thereto.         “Debt Issuance” shall mean the incurrence by Holdings, the Designated Company or any  of  its  Restricted  Subsidiaries (or,  on  and  after  the  Specified  AV  Minerals  Joinder  Date,  AV  Minerals) of any Indebtedness after the Closing Date (other than as permitted by Section 6.01).         “Debt Service” shall mean, for any period, Cash Interest Expense for such period plus  scheduled principal amortization of all Indebtedness paid in such period.         “Debtor  Relief  Laws”  shall  mean  the  Bankruptcy  Code  of  the  United  States,   the  Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada)  and  all  other  liquidation,  conservatorship,  bankruptcy,  assignment  for  the  benefit  of  creditors,  moratorium,  arrangement,  rearrangement,  readjustment,  composition,  liquidation,  receivership,                                         27  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  insolvency, reorganization, examination or similar debtor relief or debt adjustment laws (including  any applicable corporate statute) of the United States or other applicable jurisdictions from time  to time in effect and affecting the rights of creditors generally.         “Default” shall mean an Event of Default or an event, occurrence or condition which is, or  upon notice, lapse of time or both would constitute, an Event of Default.         “Default Rate” shall have the meaning assigned to such term in Section 2.06(c).         “Defaulting  Lender”  shall  mean,  subject  to Section  2.18(b),  any  Lender  that,  as  determined by the Administrative Agent, (a) has failed to perform any of its funding obligations  hereunder within three Business Days of the date required to be funded by it hereunder, absent a  good faith dispute with respect to such obligation, (b) has notified the Designated Company or the  Administrative Agent that it does not intend to comply with its funding obligations or has made a  public statement to that effect with respect to its funding obligations hereunder or generally under  other agreements in which it commits to extend credit, absent a good faith dispute with respect to  such obligation, (c) has failed, within three Business Days after request by the Administrative  Agent,  to  confirm  in  writing  to  the  Administrative  Agent  that  it  will  comply  with  its  funding  obligations hereunder (provided that such Lender shall cease to be Defaulting Lender pursuant to  this clause (c) upon receipt of such written confirmation by the Administrative Agent), or (d) has,  or  has  a  direct  or  indirect  parent  company  that  has,  other  than  pursuant  to  an  Undisclosed  Administration, (i) become the subject of any proceeding under any Debtor Relief Law, (ii) had a  receiver, conservator, trustee, administrator, examiner or assignee for the benefit of creditors or  similar Person charged with reorganization or liquidation of its business or a custodian appointed  for  it,  (iii)  taken  any  action  in  furtherance  of,  or  indicated  its  consent  to,  approval  of  or  acquiescence  in  any  such  proceeding  or  appointment,  or  (iv)  become  the  subject  of  a  Bail-In  Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership  or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof  by a Governmental Authority.           “Delegate” shall mean any delegate, agent, attorney, trustee or co-trustee appointed by the  Collateral Agent or any Receiver.         “Designated Belgian Escrow Account” shall mean a deposit account or securities account  of Novelis Inc. or in the name of Novelis Inc. into which solely the Designated Belgian Escrow  Funds shall be deposited by Novelis Inc., which account shall be subject to the Designated Belgian  Escrow Agreement.         “Designated Belgian Escrow Agreement” shall mean that certain Escrow Agreement for  the Administration of Third-Party Funds, to be dated on or before the Aleris Acquisition Closing  Date, among Novelis Inc., Aleris Belgium, and a financial institution, as escrow agent, in form and                                          28  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  substance  reasonably  satisfactory  to  the  Administrative  Agent,  in  respect  of  the  Designated  Belgian Escrow Account and governing the Designated Belgian Escrow Funds.         “Designated Belgian Escrow Funds” shall mean cash or Cash Equivalents in an aggregate  amount  of  up  to  €75,000,000  deposited  into  the  Designated  Belgian  Escrow  Account,  which  amounts shall be used solely for the purpose of funding capital expenditures of Aleris Belgium  pursuant to the Designated Belgian Escrow Agreement.         “Designated Company” shall mean the Borrower or, on and after the Designated Holdco  Effective Date, Designated Holdco.         “Designated Holdco” shall mean, on and after the Designated Holdco Effective Date, U.K.  Holdco.         “Designated Holdco Effective Date” shall mean the date that (a) the actions described in  clause (b) of the definition of Permitted Reorganization Actions are satisfied, and (b) the terms  and  conditions  contained  in  the  definitions  of Permitted  Reorganization  and  Permitted  Reorganization Actions are satisfied in respect of the actions described in clause (a) above, and in  respect of all Permitted Reorganization Actions commenced prior to the actions described in clause  (a) above.         “Discount  Participation  Notice”  shall  have  the  meaning  assigned  to  such  term  in  the  definition of “Discounted Purchase”.         “Discounted Purchase” shall mean, commencing with the date that is three months after  the Syndication Termination Date, one or more purchases by a Co-Borrower (each, a “Purchase”)  of Term Loans originally made to such Co-Borrower in accordance with the provisions of Section  11.04(b)(v); provided that, each such Purchase is made on the following basis:                 (a)   Such  Co-Borrower  will  notify  the  Administrative  Agent  in  writing  (a        “Purchase Notice”) (and the Administrative Agent will deliver such Purchase Notice to        each relevant Lender) that such Co-Borrower wishes to make an offer to purchase (i) from        each Lender on a pro rata basis with respect to any Class of Term Loans on an individual        tranche basis, Term Loans originally made to such Co-Borrower, in an aggregate principal        amount as is specified by such Co-Borrower (the “Term Loan Purchase Amount”) with        respect to each applicable tranche, subject to a discount to par expressed as a price at which        such  Co-Borrower  would  consummate  the  Purchase  (the  “Offer  Price”)  of  such  Term        Loans to be purchased (it being understood that different Offer Prices and/or Term Loan        Purchase Amounts may be offered with respect to different Classes of such Term Loans        and, in such an event, each such offer will be treated as a separate offer pursuant to the        terms of this Section); provided that the Purchase Notice shall specify that each Discount                                         29  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        Participation  Notice  (as  defined  below)  must  be  submitted  by  a  date  and  time  to  be        specified in the Purchase Notice, which date shall be no earlier than the tenth Business Day        following the date of the Purchase Notice and no later than the twentieth Business Day        following the date of the Purchase Notice; (ii) at the time of delivery of the Purchase Notice        to the Administrative Agent, no Default shall have occurred and be continuing or would        result therefrom  (which  condition  shall be certified as  being satisfied in  such Purchase        Notice)  and  (iii)  the  Term  Loan  Purchase  Amount  specified  in  each  Purchase  Notice        delivered  by  such  Co-Borrower  to  the  Administrative  Agent  shall  not  be  less  than        $25,000,000 in the aggregate;               (b)   Such Co-Borrower will allow each Lender holding the Class of Term Loans        subject  to  the  Purchase  Notice  to  submit  a  notice  of  participation  (each,  a  “Discount        Participation Notice”) which shall specify (i) an acceptance of such Offer Price, and (ii)        the principal amount of such Lender’s Class of Term Loans at which such Lender is willing        to permit a purchase of all or a portion of its Term Loans made to such Co-Borrower to        occur at each such Acceptable Price (the “Reply Amount”); provided that each Lender        may elect to accept or reject such offer in its sole discretion;               (c)   In the event that the aggregate Reply Amounts relating to such Purchase        Notice are insufficient to allow such Co-Borrower to complete a purchase of the entire        Term Loan Purchase Amount, such Co-Borrower may, at its election, either (x) withdraw        the Purchase Notice and terminate the Purchase or (y) subject to clause (e) below, complete        the Purchase for the aggregate Reply Amounts at the Offer Price for the Purchase subject        to the Purchase Notice;                (d)   In the event that the aggregate Reply Amounts relating to such Purchase        Notice  are  not  less  than  the  Term  Loan  Purchase  Amount,  such  Co-Borrower  shall        purchase Term Loans originally made to such Co-Borrower from each Lender with one or        more Discount Participation Notices at the Offer Price , in an aggregate principal amount        equal to (x) the Term Loan Purchase Amount or (y) such greater amount, not to exceed the        aggregate Reply Amounts relating to such Purchase Notice, as such Co-Borrower elects in        its discretion (such Term Loans, as applicable, being referred to as “Qualifying Loans”        and such Lenders being referred to as “Qualifying Lenders”), in the case of clauses (x)        and (y), subject to clauses (e), (f) and (g) below; provided that if the aggregate principal        amount required to purchase the Qualifying Loans would exceed the Term Loan Purchase        Amount,  such  Co-Borrower  shall  purchase  Qualifying  Loans  ratably  based  on  the        aggregate principal amounts of all such Qualifying Loans tendered by each such Qualifying        Lender;                (e)   subject to Section 2.13, the Purchase shall be consummated pursuant to and        in accordance with Section 11.04 and, to the extent not otherwise provided herein, shall        otherwise be consummated pursuant to procedures (including as to timing, rounding and        minimum  amounts,  Interest  Periods, and other notices  by such Co-Borrower) mutually        acceptable  to  the  Administrative  Agent  and  such  Co-Borrower  (provided that  such                                         30  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        Purchase shall be required to be consummated no later than five Business Days after the        time that Discount Participation Notices are required to be submitted by Lenders pursuant        to the applicable Purchase Notice);                (f)   upon submission by a Lender of a Discount Participation Notice, subject to        the foregoing clause (e), such Lender will be irrevocably obligated to sell the entirety or its        pro rata portion (as applicable pursuant to clause (d) above) of the Reply Amount at the        Offer  Price  plus  accrued  and  unpaid  interest  through  the  date  of  purchase  to  such  Co-       Borrower pursuant to Section 11.04 and as otherwise provided herein; and               (g)   purchases  by  such  Co-Borrower  of  Qualifying  Loans  shall  result  in  the        immediate cancellation of such Qualifying Loans.         “Disqualified Capital Stock” shall mean any Equity Interest which, by its terms (or by  the terms of any security into which it is convertible or for which it is exchangeable), or upon the  happening  of  any  event,  (a) matures  (excluding  any  maturity  as  the  result  of  an  optional  redemption by the issuer thereof) or is mandatorily redeemable other than solely for Qualified  Capital Stock, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of  the holder thereof, in whole or in part, on or prior to 180 days after the Latest Maturity Date in  effect at the time of issuance of such Equity Interest, (b) is convertible into or exchangeable (unless  at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interests referred to  in (a) above, in each case at any time on or prior to 180 days after the Latest Maturity Date in  effect at the time of issuance of such Equity Interest, or (c) contains any mandatory repurchase  obligation which may come into effect prior to 180 days after the Latest Maturity Date in effect at  the time of issuance of such Equity Interest; provided, however, that any Equity Interests that  would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof  (or the holders of any security into or for which such Equity Interests is convertible, exchangeable  or exercisable) the right to require the issuer thereof to redeem such Equity Interests upon the  occurrence of a change in control or an asset sale occurring prior to 180 days after the Latest  Maturity  Date  in  effect  at  the  time  of  issuance  of  such  Equity  Interest  shall  not  constitute  Disqualified Capital Stock if such Equity Interests provide that the issuer thereof will not redeem  any  such  Equity  Interests  pursuant  to  such  provisions  prior  to  the  repayment  in  full  of  the  Obligations.         “Disqualified Institution” shall mean, on any date, (a) any Sanctioned Person and (b) any  other Person that is a direct competitor of the Designated Company (other than a Person described  in clause (a) or (b) of the definition of Known Affiliate) or a Known Affiliate of a competitor,  which Person has been designated by the Designated Company as a “Disqualified Institution” by  written notice to the Administrative Agent from time to time after the 90th day following the  Closing  Date; provided that  “Disqualified  Institutions”  shall  exclude  any  Person  that  the  Designated Company has designated as no longer being a “Disqualified Institution” by written  notice delivered to the Administrative Agent from time to time.                                          31  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Distribution” shall mean, collectively, with respect to any Person, all dividends, cash,  options, warrants, rights, instruments, distributions, returns of capital or principal, income, interest,  profits and other property, interests (debt or equity) or proceeds, including as a result of a split,  revision,  reclassification  or  other  like  change  of  Equity  Interests,  from  time  to  time  received,  receivable or otherwise distributed to such Person in respect of or in exchange for any or all of the  Equity Interests or Intercompany Notes owned by such Person.         “Dividend” with respect to any person shall mean that such person has declared or paid a  dividend or returned any equity capital to the holders of its Equity Interests or made any other  distribution, payment or delivery of property (other than Qualified Capital Stock of such person)  or cash to the holders of its Equity Interests as such, or redeemed, retired, purchased or otherwise  acquired, directly or indirectly, for consideration any of its Equity Interests outstanding (or any  options or warrants issued by such person with respect to its Equity Interests), or set aside any  funds for any of the foregoing purposes, or shall have permitted any of its Subsidiaries to purchase  or otherwise acquire for consideration any of the Equity Interests of such person outstanding (or  any  options  or  warrants  issued  by  such  person  with  respect  to  its Equity  Interests).   Without  limiting the foregoing, “Dividends” with respect to any person shall also include all payments  made or required to be made by such person with respect to any stock appreciation rights, plans,  equity incentive or achievement plans or any similar plans or setting aside of any funds for the  foregoing purposes, except to the extent such payments reduce Consolidated Net Income.         “Dividend  Recapture  Amount”  shall  have  the  meaning  assigned  to  such  term  in  Section 6.08(d)(iii).         “Dollar Equivalent” shall mean, as to any amount denominated in any currency other than  Dollars as of any date of determination, the amount of Dollars that would be required to purchase  the amount of such currency based upon the Spot Selling Rate as of such date, and as to any amount  denominated in Dollars, such amount in Dollars.         “Dollars” or “dollars” or “$” shall mean lawful money of the United States.         “DQ List” shall have the meaning assigned to such term in Section 11.04(g)(iv).         “Dubai Guarantor” shall mean each Restricted Subsidiary of the Designated Company  organized in the Dubai International Financial Centre party hereto as a Guarantor, and each other  Restricted Subsidiary of the Designated Company organized in the Dubai International Financial  Centre that becomes a Guarantor pursuant to the terms hereof.         “Dubai  Security  Agreements”  shall  mean,  collectively  (i)  any  Security  Agreements,  including all subparts thereto, among any Dubai Guarantors (and such other Persons as may be  party thereto) and the Collateral  Agent  for the benefit  of the Secured Parties,  (ii) each pledge                                         32  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  agreement, mortgage, security agreement, guarantee or other agreement that is entered into by any  Dubai Guarantor or any Person who is the holder of Equity Interests in any Dubai Guarantor in  favor of the Collateral Agent and the Secured Parties and, in the case of an Assignment of Credits  Agreement, also in favor of the Revolving Credit Collateral Agent and the secured parties under  the  Revolving  Credit  Agreement,  and  (iii)  any  other  pledge  agreement,  mortgage,  security  agreement or other agreement entered into pursuant to the terms of the Loan Documents, in each  case of clauses (i), (ii) and (iii), that is governed by the laws of the Dubai International Financial  Centre (or any subdivision thereof), securing the Secured Obligations, and entered into pursuant  to the terms of this Agreement or any other Loan Document, as the same may be amended, restated  or otherwise modified from time to time.         “Dutch Guarantor” shall mean each Restricted Subsidiary of the Designated Company  organized under the laws of the Netherlands party hereto as a Guarantor, and each other Restricted  Subsidiary of the Designated Company organized under the laws of the Netherlands that becomes  a Guarantor pursuant to the terms hereof.         “Dutch  Security  Agreements”  shall  mean,  collectively  (i)  any  Security  Agreements,  including all subparts thereto, among any Dutch Guarantors (and such other Persons as may be  party thereto) and the Collateral  Agent  for the benefit  of the Secured Parties,  (ii) each pledge  agreement, mortgage, security agreement, guarantee or other agreement that is entered into by any  Dutch Guarantor or any Person who is the holder of Equity Interests in any Dutch Guarantor in  favor of the Collateral Agent and/or the Revolving Credit Collateral Agent in its capacity as agent  for the Secured Parties pursuant to the terms of the Intercreditor Agreement and the other Loan  Documents, and (iii) any other pledge agreement, mortgage, security agreement or other agreement  entered into pursuant to the terms of the Loan Documents, in each case of clauses (i), (ii) and (iii),  that is governed by the laws of the Netherlands (or any subdivision thereof), securing the Secured  Obligations, and entered into pursuant to the terms of this Agreement or any other Loan Document,  as the same may be amended, restated or otherwise modified from time to time.         “EEA  Financial  Institution”  shall  mean  (a)  any  credit  institution  or  investment  firm  established in any EEA Member Country which is subject to the supervision of an EEA Resolution  Authority, (b) any entity established in an EEA Member Country which is a parent of an institution  described in clause (a) of this definition, or (c) any financial institution established in an EEA  Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this  definition and is subject to consolidated supervision with its parent.         “EEA Member Country” shall mean any of the member states of the European Union,  Iceland, Liechtenstein, and Norway.         “EEA  Resolution  Authority”  shall  mean  any  public  administrative  authority  or  any  Person entrusted with public administrative authority of any EEA Member Country (including any  delegee) having responsibility for the resolution of any EEA Financial Institution.                                          33  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Effective Date” shall mean January 10, 2017.         “Eligible  Assignee”  shall  mean  (a)  any  Lender,  (b)  an  Affiliate  of  any  Lender,  (c)  an  Approved Fund of a Lender and (d) any other person approved, in the case of this clause (d) only,  by the Designated Company (such approval not to be unreasonably withheld or delayed and such  approval shall be deemed given if no objection is made by the Designated Company within five  Business Days after receipt of a notice of an assignment proposing such person as an assignee of  any interest in any Loans); provided that (x) no approval of the Designated Company shall be  required  during  the  continuance  of  an  Event  of  Default  or  on  or  prior  to  the  Syndication  Termination Date, (y) “Eligible Assignee” shall not include AV Minerals, Holdings or any of its  Affiliates or Subsidiaries (other than, commencing with the date that is three months after the  Syndication Termination Date, each Co-Borrower, solely to  the extent that  such Co-Borrower  purchases or acquires Term Loans originally made to such Co-Borrower pursuant to a Discounted  Purchase and effects a Cancellation immediately upon such purchase or acquisition pursuant to  documentation reasonably  satisfactory to  the Administrative Agent) or any natural  person  and  (z) each assignee Lender shall be subject to each other applicable requirement regarding Lenders  hereunder. Any Disqualified Institution is subject to Section 11.04(g) hereof.         “Embargoed Person” shall have the meaning assigned to such term in Section 6.21.         “Environment” shall mean the natural  environment, including air (indoor or outdoor),  surface water and groundwater (including potable water, navigable water and wetlands), the land  surface  or  subsurface  strata,  natural  resources,  sewer  systems,  the  workplace or  as  otherwise  defined in any Environmental Law.         “Environmental  Claim”  shall  mean  any  claim,  notice,  demand,  order,  action,  suit,  proceeding or other formal communication alleging liability for or obligation with respect to any  investigation,  remediation, removal,  cleanup,  response,  corrective  action,  damages  to  natural  resources, personal injury, property damage, fines, penalties or other costs resulting from, related  to or arising out of (i) the presence, Release or threatened Release in or into the Environment of  Hazardous Material at any location or (ii) any violation or alleged violation of any Environmental  Law, and shall include any claim seeking damages, contribution, indemnification, cost recovery,  compensation or injunctive relief resulting from, related to or arising out of the presence, Release  or  threatened  Release  of  Hazardous  Material  or  alleged  injury  or  threat  of  injury  to  the  Environment or to human health or safety relating to or arising out of the use of, exposure to or  Releases or threatened Releases of Hazardous Material.         “Environmental  Law”  shall  mean  any  and  all  treaties,  laws,  statutes,  ordinances,  regulations,  rules,  decrees,  orders,  judgments,  consent  orders,  consent  decrees,  code  or  other  legally  binding  requirements  (including  the Guide  d’Intervention – Protection  des  sols  et  de  réhabilitation  des  terrains  contaminés of  the  Quebec  Ministry  of  Sustainable  Development,  Environment and Fight Against Climate Change), and the common law and civil law, relating to  protection of human health or the Environment, the Release or threatened Release of Hazardous                                         34  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Material, natural resources or natural resource damages, or occupational safety or health, and any  and all Environmental Permits.         “Environmental  Permit”  shall  mean  any  permit,  license, approval,  registration,  notification,  exemption,  consent  or  other  authorization  required  by  or  from  a  Governmental  Authority under Environmental Law.         “Equipment” shall mean “equipment,” as such term is defined in the UCC, in which such  Person now or hereafter has rights.         “Equity Interest” shall mean, with respect to any person, any and all shares, interests,  participations or other equivalents, including membership interests (however designated, whether  voting  or  nonvoting),  of  equity  of  such  person,  including,  if  such  person  is  a  partnership,  partnership interests (whether general or limited) and any other interest or participation that confers  on a person the right to receive a share of the profits and losses of, or distributions of property of,  such partnership, whether outstanding on the Closing Date or issued after the Closing Date, but  excluding debt securities convertible or exchangeable into such equity.          “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same  may be amended from time to time.         “ERISA Affiliate” shall mean, with respect to any person, any trade or business (whether  or  not  incorporated)  that,  together  with  such  person,  is  treated  as  a  single  employer  under  Section 414 of the Code.         “ERISA  Event”  shall  mean  (a) any  “reportable  event,”  as  defined  in  Section 4043  of  ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which  the thirty (30) day notice period is waived by regulation); (b) the failure to meet the minimum  funding standard of Section 412 of the Code with respect to any Plan whether or not waived; (c) the  failure to make by its due date a required installment under Section 430(j) of the Code with respect  to any Plan or the failure to make any required contribution to a Multiemployer Plan; (d) the filing  pursuant to Section 412 of the Code or Section 303(d) of ERISA of an application for a waiver of  the minimum funding standard with respect to any Plan; (e) the incurrence by any Company or  any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination  of any Plan, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA;  (f) the  receipt  by  any  Company  or  any  of  its  ERISA  Affiliates  from  the  PBGC  or  a  plan  administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a  trustee to administer any Plan; (g) the occurrence of any event or condition which could reasonably  be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the  appointment of a trustee to administer, any Plan; (h) the incurrence by any Company or any of its  ERISA Affiliates of any liability with respect to the withdrawal from any Plan subject to Section  4063 of ERISA or a cessation of operation that is treated as a withdrawal under Section 406(e) of                                         35  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  ERISA; (i) a  complete or partial  withdrawal  by  any Company or any  ERISA Affiliate  from  a  Multiemployer  Plan  resulting  in  material  Withdrawal  Liability  or  a  determination  that  a  Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of  Title  IV  of  ERISA;  (j) the  making  of  any  amendment  to  any  Plan  which  could  result  in  the  imposition  of  a  lien  or  the  posting  of  a  bond  or  other  security;  and  (k) the  occurrence  of  a  nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406  of ERISA) which could reasonably be expected to result in a Material Adverse Effect.         “EU  Bail-In  Legislation  Schedule”  shall  mean  the  EU  Bail-In  Legislation  Schedule  published by the Loan Market Association (or any successor person), as in effect from time to  time.         “Euro” shall mean the lawful currency of the Participating Member States introduced in  accordance  with  the  legislative  measures  of  the  European  Council  for  the  introduction  of,  changeover to or operation of a single unified European currency.         “Eurodollar Base Rate” shall mean, for any Interest Period,  the rate per annum equal to  the rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London  time) on the date that is two London Banking Days prior to the commencement of such Interest  Period by reference to the ICE Benchmark Administration Interest Settlement Rates for Dollar  deposits, as published by Reuters or any other service selected by the Administrative Agent that  has been nominated by the ICE Benchmark Administration Limited as an authorized information  vendor for the purpose of displaying such rates (the “Screen Rate”), with a term equivalent to  such Interest Period; provided that if no Screen Rate is available for such Interest Period, then the  “Eurodollar Base Rate” for such Interest Period shall be the Interpolated Screen Rate for a period  equal in length to such Interest Period; provided, further, that if the Interpolated Screen Rate is not  available at such time for any reason, then the “Eurodollar Base Rate” for such Interest Period  shall be the rate per annum determined by the Administrative Agent equal to the average of rates  per annum at which deposits in Dollars are offered for such Interest Period to the Administrative  Agent by three leading banks in the London interbank market in London, England at approximately  11:00  a.m.  (London  time)  on  the  date  which  is  two  London  Banking  Days  prior  to  the  commencement of such Interest Period; provided, further, that if the Eurodollar Base Rate shall be  less than zero, such rate shall be deemed zero for purposes of this Agreement. Each determination  by Administrative Agent pursuant to this definition shall be conclusive absent manifest error.           “Eurodollar Rate” shall mean for any Interest Period with respect to a Eurodollar Rate  Loan, a rate per annum determined by the Administrative Agent pursuant to the following formula:                                                   Eurodollar Base Rate                 Eurodollar Rate  =                                 1.00 – Eurodollar Reserve Percentage                 “Eurodollar Rate Borrowing” shall mean a Borrowing comprised of Eurodollar Rate        Loans.                                         36  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Eurodollar Rate Loan” shall mean a Term Loan that bears interest at a rate determined  by reference to the Eurodollar Rate.         “Eurodollar Reserve Percentage” shall mean, for any day during any Interest Period, the  reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such  day, whether or not applicable to any Lender, under regulations issued from time to time by the  Board for determining the maximum reserve requirement (including any emergency, supplemental  or other marginal reserve requirement) with respect to Eurodollar funding (currently referred to as  “Eurocurrency liabilities”). The Eurodollar Rate for each outstanding Eurodollar Rate Loan shall  be  adjusted  automatically  as  of  the  effective  date  of  any  change  in  the  Eurodollar  Reserve  Percentage, and no earlier than the date that the Administrative Agent obtains knowledge thereof.         “Event of Default” shall have the meaning assigned to such term in Section 8.01.         “Excess Cash Flow” shall mean, for any Excess Cash Flow Period, Consolidated EBITDA  for such Excess Cash Flow Period, minus, without duplication:         (a)   Debt Service for such Excess Cash Flow Period;         (b)   the aggregate amount of prepayments, redemptions and repurchases (to the extent  resulting in cancellation of the underlying obligation and in the case of revolving Indebtedness, a  simultaneous permanent reduction in commitments) made by the Designated Company and its  Restricted  Subsidiaries  from  Internally  Generated  Cash  Flow  during  such  Excess  Cash  Flow  Period  in  respect  of  principal  on  Capital  Lease  Obligations,  Purchase  Money  Obligations,  Additional Senior Secured Indebtedness and any Indebtedness of a Restricted Subsidiary that is  not a Loan Party (and, in the case of prepayments of any revolving Indebtedness, to the extent  accompanied  by  a  simultaneous  permanent  reduction  in  an  equal  amount  of  the  revolving  commitments  in  respect  of such  Indebtedness), in  each case, so  long  as  such amounts  are not  already reflected in Debt Service, during such Excess Cash Flow Period;           (c)   Capital  Expenditures  during  such  Excess  Cash  Flow  Period  (excluding  Capital  Expenditures made in such Excess Cash Flow Period where a certificate in the form contemplated  by  the  following  clause  (d)  was  previously  delivered)  that  are  paid  in  cash  from  Internally  Generated Cash Flow;         (d)   Capital  Expenditures  that  the  Designated  Company  or  any  of  its  Restricted  Subsidiaries shall, during such Excess Cash Flow Period, become obligated to make but that are  not made during such Excess Cash Flow Period; provided that the Designated Company shall  deliver a certificate to the Administrative Agent not later than 105 days after the end of such Excess  Cash Flow Period, signed by a Responsible Officer of the Designated Company and certifying that                                          37  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  such Capital Expenditures will be made in the following Excess Cash Flow Period from Internally  Generated Cash Flow;          (e)   the aggregate amount of Investments made in cash during such Excess Cash Flow  Period from Internally Generated Cash Flow pursuant to Sections 6.04(e), (h), (l), (m) and (r)(i),  (iii), (iv) and (v);         (f)   (i) taxes of the Designated Company and its Restricted Subsidiaries that were paid  in cash during such Excess Cash Flow Period (excluding taxes paid in such Excess Cash Flow  period where a certificate contemplated by the following clause (ii) was previously delivered) and  (ii) taxes of the Designated Company and its Restricted Subsidiaries that will be paid within six  months  after  the  end  of  such  Excess  Cash  Flow  Period  and  for  which  reserves  have  been  established; provided that the Designated Company shall deliver a certificate to the Administrative  Agent  not  later  than  105  days  after  the  end  of  such  Excess  Cash  Flow  Period,  signed  by  a  Responsible Officer of the Designated Company and certifying that such taxes will be paid within  such six month period;         (g)   the absolute value of the difference, if negative, of the amount of Net Working  Capital at the end of the prior Excess Cash Flow Period (or, in the case of the Excess Cash Flow  Period for the first complete fiscal year of the Designated Company commencing after the Closing  Date, at the first day of such Excess Cash Flow Period) over the amount of Net Working Capital  at the end of such Excess Cash Flow Period (excluding or removing any impacts from non-cash  currency  translation  adjustments,  non-cash  unrealized  derivatives,  non-cash  reclassifications,  interest, income taxes and dividends);          (h)   to the extent added to determine Consolidated EBITDA and paid in cash during  such Excess Cash Flow Period, cash charges referred to in clauses (x)(e)(i) and (ii) of the definition  of Consolidated EBITDA;          (i)   losses excluded from the calculation of Consolidated Net Income by operation of  clause (d) of the definition thereof that are paid or realized in cash during such Excess Cash Flow  Period;          (j)   cash  payments  made  in  satisfaction  of  non-current  liabilities  reflected  on  the  balance  sheet  of  the  Designated  Company  (excluding  payments  of  Indebtedness  for  borrowed  money) paid from Internally Generated Cash Flow;         (k)   cash payments associated with realized currency derivatives hedging non-current  assets and liabilities paid from Internally Generated Cash Flow;                                          38  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (l)   (i) Dividends paid in cash to Holdings (or, on and after the Specified AV Minerals  Joinder Date, AV Minerals) to the extent permitted pursuant to Section 6.08, (ii) Management Fees  paid in cash during such Excess Cash Flow period in accordance with Section 6.08(c) and (iii)  Dividends paid in cash to holders of Equity Interests of Restricted Subsidiaries other than any  Company or any Unrestricted Subsidiary, in each case, from Internally Generated Cash Flow;          (m)   to the extent added to determine Consolidated EBITDA, all items that did not result  from  a  cash  payment  to  the  Designated  Company  or  any  of  its  Restricted  Subsidiaries  on  a  consolidated basis during such Excess Cash Flow Period;         (n)   the aggregate amount of any premium, make-whole or penalty payments or fees  actually  paid  in  cash  by the  Designated  Company and  its  Restricted  Subsidiaries  during  such  Excess Cash Flow Period that are made in connection with any prepayment of Indebtedness or  incurrence of Indebtedness  permitted hereunder, in each case, from Internally Generated Cash  Flow; and         (o)   an amount equal to the aggregate non-cash gain on Asset Sales by the Designated  Company and its Restricted Subsidiaries during such Excess Cash Flow Period;   provided that any amount deducted pursuant to any of the foregoing clauses that will be paid after  the close of such Excess Cash Flow Period shall not be deducted again in a subsequent Excess  Cash Flow Period; plus, without duplication:                               (i)     the  difference,  if  positive,  of  the  amount  of  Net                  Working Capital at the end of the prior Excess Cash Flow Period (or, in the                  case of the Excess Cash Flow Period for the first complete fiscal year of the                  Designated Company commencing after the Closing Date, at the first day of                  such Excess Cash Flow Period) over the amount of Net Working Capital at                  the end of such Excess Cash Flow Period (excluding or removing any impacts                  from  non-cash  currency  translation  adjustments,  non-cash  unrealized                  derivatives, non-cash reclassifications, interest, income taxes and dividends);                               (ii)    to  the  extent  any  permitted  Capital  Expenditures                  referred to in clause (d) above do not occur in the Excess Cash Flow Period                  specified in the certificate of the Designated Company provided pursuant to                  clause (d) above, such amounts of Capital Expenditures that were not so made                  in the Excess Cash Flow Period specified in such certificates;                               (iii)   to  the  extent  any  tax  payments  referred  to  in                  clause (f)(ii) above do not occur in the Excess Cash Flow Period specified in                  the certificate of the Designated Company provided pursuant to clause (f)(ii)                                         39  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                  above, such amounts of tax payments that were not so made in the Excess                  Cash Flow Period specified in such certificates;                               (iv)    to the extent not reflected in Consolidated EBITDA                  for such Excess Cash Flow Period, any return on or in respect of Investments                  received  in  cash  during  such  period,  which  Investments  were  made  from                  Internally Generated Cash Flow pursuant to Sections 6.04(e), (h), (l), (m) and                  (r)(i), (iii), (iv) and (v);                               (v)     income and gains excluded from the calculation of                  Consolidated  Net  Income  in  any  period  by  operation  of  clause  (d)  of  the                  definition thereof or excluded from the calculation of Consolidated EBITDA                  by operation of clause (z)(c) of the definition thereof that are realized in cash                  during such Excess Cash Flow Period;                                (vi)    cash  receipts  associated  with  realized  currency                  derivatives hedging non-current assets and liabilities;                                (vii)   to the extent subtracted in determining Consolidated                  EBITDA, all items that did not result from a cash payment by the Designated                  Company  or  any  of  its  Subsidiaries  on  a  consolidated  basis  during  such                  Excess  Cash  Flow  Period  (other  than  accruals  paid  or  to  be  paid  in  the                  ordinary course); and                               (viii)  an amount equal to the aggregate non-cash loss on                  Asset  Sales  by the  Designated  Company and  its  Restricted  Subsidiaries                  during such Excess Cash Flow Period;   provided, that, notwithstanding anything to the contrary in this definition, if the Designated Holdco  Effective  Date occurs  during an  Excess  Cash  Flow  Period,  then  solely  for  the  purposes  of  calculating Excess Cash Flow for such Excess Cash Flow Period, each reference in this definition  to the Designated Company shall mean, without duplication, both the Borrower and Designated  Holdco.         “Excess Cash Flow Percentage” shall have the meaning assigned to such term in Section  2.10(f).          “Excess  Cash  Flow  Period”  shall  mean  each  fiscal  year  of  the  Designated  Company,  beginning with the fiscal year of the Designated Company ending March 31, 2018.                                          40  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.         “Excluded  Collateral  Subsidiary”  shall  mean,  at  any  date  of  determination,  any  Restricted Subsidiary other than a Specified Aleris Subsidiary designated as such in writing by the  Designated Company to the Administrative Agent that:               (xw)  (i) contributed 2.5% or less of Consolidated EBITDA for the period of four        fiscal quarters most recently ended for which financial statements have been or are required        to  have  been  delivered  pursuant  to Section  5.01(a) or 5.01(b) prior  to  the  date  of        determination,  and  (ii)  had  consolidated  assets  representing  2.5%  or  less  of  the        Consolidated Total Assets of the Designated Company and its Restricted Subsidiaries on        the last day of the most recent fiscal quarter ended for which financial statements have been        or are required to have been delivered pursuant to Section 5.01(a) or 5.01(b) prior to the        date of determination;                       (yx)  together  with  all  other  Restricted  Subsidiaries  constituting  Excluded        Collateral Subsidiaries (i) contributed 7.5% or less of Consolidated EBITDA for the period        of four fiscal quarters most recently ended for which financial statements have been or are        required to have been delivered pursuant to Section 5.01(a) or 5.01(b) prior to the date of        determination,  and  (ii)  had  consolidated  assets  representing  7.5%  or  less  of  the        Consolidated Total Assets of the Designated Company and its Restricted Subsidiaries on        the last day of the most recent fiscal quarter ended for which financial statements have been        or are required to have been delivered pursuant to Section 5.01(a) or 5.01(b) prior to the        date of determination; and                       (zy) is not a Loan Party on the Closing Date; provided that no Loan Party shall        constitute an Excluded Collateral Subsidiary except to the extent such Loan Party issues        Equity  Interests  to  Persons  other  than  a  Company  pursuant  to Section  6.06(l) and        immediately  prior  to  such  issuance  such  Person  would  have  otherwise  qualified  as  an        Excluded Collateral Subsidiary under clause (xw) and (yx) above.; and                      (z)  is  not  Aleris  Switzerland  GmbH,  a  company  organized  under  the  laws  of        Switzerland, Aleris Casthouse or Aleris Rolled Products, and is not a Loan Party on the        Aleris Acquisition Closing Date, after giving effect to the Aleris Acquisition and the other        transactions consummated on such date.           The  Excluded  Collateral  Subsidiaries  as  of  the  Effective  Date  are  listed  on  Schedule 1.01(c).;  provided  that,  to  the  extent  that  any  German  Borrower  Holding  Company,  Aleris  Asia  Pacific  Limited  or  Aleris  Rolled Products  Mexico, S.  de  R.L.  de  C.V.  directly  or  indirectly own Equity Interests in a borrower under the Revolving Credit Agreement, then such  entities may not be Excluded Collateral Subsidiaries.         “Excluded Contract” shall have the meaning assigned to such term in the definition of  “Excluded Property”.                                          41  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Excluded  Equity  Interests” shall  mean (a) any  Equity  Interests  of  any  Person  with  respect  to  which  the  cost  or  other  consequences  (including  any  adverse  tax  consequences)  of  pledging such Equity Interests shall be excessive in view of the benefits to be obtained by the  Lenders  therefrom  as  reasonably  determined  by  the  Administrative  Agent  and the  Designated  Company, (b) (i) any Equity Interests to the extent the pledge thereof would be prohibited by any  applicable law or contractual obligation (only to the extent such prohibition is applicable and not  rendered ineffective by any applicable law and, in the case of any such contractual obligation,  permitted under Section 6.19 hereof) and (ii) the Equity Interests of any Unrestricted Subsidiary  and (c) all Equity Interests in each of Aleris Belgium, Aleris Italy and Novelis Vietnam Company  Limited, and (d) the Chinese Subsidiary Equity Interests, unless the Required Lenders reasonably  determine that the value of the Chinese Subsidiary Equity Interests, if pledged, would be material  to the Collateral, taken as a whole, and request the pledge of such Chinese Subsidiary Equity  Interests (in which case such Chinese Subsidiary Equity Interests shall cease to be Excluded Equity  Interests sixty days (or such later date agreed by the Administrative Agent) following receipt of  such request); provided that the Equity Interests issued by a Specified Aleris Subsidiary shall not  constitute Excluded Equity Interests. For the avoidance of doubt, without the consent of the Tulip  Foundation (solely to the extent that it continues to own Equity Interests in Aleris German GP  Holdco), following the Aleris Acquisition Closing Date the Equity Interests of Aleris German GP  Holdco owned by Aleris Germany shall constitute Excluded Equity Interests under clause (b)(i)  above.                “Excluded Factoring Bank Accounts” shall have the meaning assigned to such term in  the definition of “Excluded Property”.          “Excluded  Property” shall  mean (a) any  Excluded  Equity  Interests,  (b) any  property,  including the rights under any contract or agreement (an “Excluded Contract”) to the extent that  the grant of a Lien thereon (i) is prohibited by applicable lawRequirements of Law (except as  otherwise agreed by any Governmental Authority pursuant to a U.S. Hold Separate Agreement) or  contractual obligation so long as such contractual obligations are not entered into in contemplation  of such prohibition, (ii) requires a consent not obtained of any governmental authority pursuant to  such applicable law or any third party pursuant to any contract between the Designated Company  or any Subsidiary and such third party or (iii) would trigger a termination event pursuant to any  “change of control” or similar provision, in each case pursuant to this clause (a), except to the  extent  such  anti-assignment  or  negative  pledge  is  not  enforceable  under  the  UCC  or  other  applicable RequirementsRequirement of Law , or such contractual obligation is prohibited under  Section 6.19 hereof, (b) United States intent-to-use trademark applications to the extent that, and  solely  during  the  period  in  which,  the  grant  of  a  Lien  thereon  would  impair  the  validity  or  enforceability of such intent-to-use trademark applications under applicable United States federal  law,  (c) local  petty  cash  deposit  accounts  maintained  by the  Designated  Company and  its  Restricted Subsidiaries in proximity to their operations, (d) payroll accounts maintained by the  Designated Company and its Subsidiaries, (e) Property that is, or is to become, subject to a Lien  securing  a  Purchase  Money  Obligation  or  Capital  Lease  Obligation  permitted  to  be  incurred  pursuant to this Agreement, if the contract or other agreement in which such Lien is granted (or  the documentation providing for such Purchase Money Obligation or Capital Lease Obligation)  validly prohibits the creation of any other Lien on such Property and such prohibition is permitted  under Section 6.19 hereof, (f)(x) any leasehold real property and (y) any fee-owned real property                                          42  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  having an individual fair market value not exceeding $10,000,000, (g) any Letter-of-Credit Rights  that are not Supporting Obligations (each as defined in the UCC), (h) the Specified Immaterial  Property, unless the Required Lenders reasonably determine that the value of any portion of the  Specified Immaterial Property, if pledged, would be material to the Collateral, taken as a whole,  and request the pledge of such Specified Immaterial Property (in which case such material portion  of the Specified Immaterial Property shall cease to be Excluded Property sixty days (or such later  date agreed by the Administrative Agent) following receipt of such request), (i) any other property  (other than property owned by a Specified Aleris Subsidiary) with respect to which the cost or  other consequences (including any materially adverse tax consequences) of pledging such property  shall be excessive in view of the benefits to be obtained by the Lenders therefrom as reasonably  determined by the Administrative Agent, (j) Equipment located at owned or leased locations in  Brazil where the aggregate fair market value of the Equipment located at such location and not  subject to a Lien in favor of the Collateral Agent does not exceed $5,000,000, (k) if the aggregate  fair market value of Equipment located at the plant operated by Novelis do Brasil Ltda., at Av.  Buriti, 1.087, CEP 12441-270, Feital – Pindamonhangaba-SP, Brazil (the “Specified Brazilian  Expansion”) that is not pledged in favor of the Collateral Agent to secure the Secured Obligations  is less than $100,000,000, then such Equipment shall not be required to be so pledged until the  earlier  of  (i) the  date  that  is  two  years  after  the  commencement  of  the  Specified  Brazilian  Expansion, and (ii) the date that the Companies complete or otherwise discontinue work on the  expansion of such plant, and (l) Factoring Bank Accounts in respect of any Permitted Customer  Account Financing or other Permitted Factoring Facility, solely to the extent that (i) such financing  or facility remains in full force and effect or, if factored receivables continue to be settled using  such account, until the earlier of the date that the last such factored receivable has settled and the  date that such account is closed, (ii) such Factoring Bank Accounts constitute Factoring Assets  solely in respect of such Permitted Customer Account Financing or such other Permitted Factoring  Facility,  (iii) such  Factoring  Bank  Accounts  are  segregated  (and  the  deposits  therein  not  commingled  with  Collateral)  in  a  manner  reasonably  satisfactory  to  the  Revolving  Credit  Administrative  Agent  (with  written  confirmation  of  such  determination  provided  to  the  Administrative Agent), and (iv) Holdings or the Designated Company shall have executed and  delivered a certificate to the Administrative Agent, no later than two Business Days after entering  into a Permitted Customer Account Financing or other Permitted Factoring Facility, attaching a  description of such Factoring Bank Accounts subject to such financing or facility, and certifying  that the terms of such financing or facility comply with the requirements set forth in this clause (l)  (Factoring Bank Accounts that continue to satisfy the requirements of subclauses (i) through (iv)  of this clause (l), the “Excluded Factoring Bank Accounts”); provided that, (m) Inventory owned  by Novelis do Brasil Ltda. to the extent that a Lien over such Inventory has not been granted to  the Revolving Credit Collateral Agent as a result of the Revolving Credit Collateral Agent electing  not to require an update or supplemental pledge of Inventory owned by Novelis do Brasil Ltda.  pursuant to the applicable Brazilian security agreement in favor of the Revolving Credit Collateral  Agent, (n) (i) all Real Property owned or leased by Aleris Belgium, (ii) all other assets owned by  Aleris Belgium other than Revolving Credit Priority Collateral that is pledged to the Revolving  Credit Collateral Agent  pursuant to the Revolving Credit Loan Documents, and (iii) all assets  owned by Aleris Italy, and (o) Real Property located in Germany unless (i) to the extent a land  charge already  exists  over such assets, the Collateral  Agent  requests that such land charge be  assigned to the Collateral Agent or (ii) if no such land charge exists, the Collateral Agent requests  that a land charge be granted over such assets in favor of the Collateral Agent, in any case under                                          43  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  this clause (o) provided that (x) the Collateral Agent shall be entitled to make such request for  assignment or creation of a land charge, as applicable, at any time and (y) the relevant owner of  such Real Property shall (even in absence of a request for assignment or creation of a land charge)  enter  into  a  German  law  Real  Property  agreement  relating  to  its  Real  Property  in  form  and  substance  reasonably  satisfactory  to  the  Collateral  Agent;  provided  that  with  respect  to  Real  Property located in Germany, Lenders may elect to be excluded from the benefit of any land charge  granted over such assets, and in any case each Lender organized under the laws of India, Australia,  Singapore, Hong Kong, Taiwan or China shall be excluded from any land charge granted in respect  of Real Property located in Germany, unless such Lender expressly elects in a writing delivered to  the Collateral Agent to obtain the benefit of such land charge, provided, further, that the Equity  Interests  issued  by  a  Specified  Aleris  Subsidiary  shall  not  constitute  Excluded Equity  InterestsProperty.         “Excluded Subsidiaries” shall mean Restricted Subsidiaries of Holdings (and, on and after  the  Specified  AV  Minerals  Joinder  Date,  AV  Minerals) that  are  not  organized  in  a  Principal  Jurisdiction.         “Excluded  Swap  Obligation”  shall  mean,  with  respect  to  any  Guarantor  (or  any  Co- Borrower with respect to the obligations of any other Loan Party under any Hedging Agreement  entered into with a counterparty that is a Secured Party), any Swap Obligation if, and to the extent  that, all or a portion of the Guarantee of such Guarantor (or such Co-Borrower as the case may be)  of, or the grant by such Guarantor (or such Co-Borrower as the case may be) of a security interest  to  secure,  such  Swap  Obligation  (or  any  Guarantee  thereof)  is  or  becomes  illegal  under  the  Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading  Commission  (or  the  application  or  official  interpretation  of  any  thereof)  by  virtue  of  such  Guarantor’s (or such Co-Borrower’s as the case may be) failure for any reason to constitute an  “eligible contract  participant” as  defined in  the Commodity Exchange Act  and the regulations  thereunder at the time the Guarantee of such Guarantor (or such Co-Borrower as the case may be)  or the grant of such security interest becomes effective with respect to such Swap Obligation. If a  Swap Obligation arises under a master agreement governing more than one swap, such exclusion  shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such  Guarantee or security interest is or becomes illegal.         “Excluded Taxes” shall mean:         (a) with respect to the Agents, any Lender or any other recipient of any payment to be made  by or on account of any obligation of any Co-Borrower hereunder other than an obligation in  respect of the Aleris Incremental Term Loans, (i) Taxes imposed on or measured by overall net  income (however denominated), franchise Taxes (in lieu of net income taxes), and branch profits  Taxes, in each case, (A) imposed as a result of such recipient being organized under the laws of,  or having its principal office or, in the case of any Lender, its applicable lending office located in,  the jurisdiction imposing such Tax (or any political  subdivision thereof) or (B) that are Other  Connection Taxes, (ii) Taxes attributable to such recipient’s failure to comply with Section 2.15(e),  and (iii) any U.S. federal withholding Taxes imposed under FATCA; and                                         44  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (b) with respect to the Agents, any Lender or any other recipient of any payment to be made  by  or  on  account  of  any  obligation  of  any  Co-Borrower  hereunder  in  respect  of  the  Aleris  Incremental  Term  Loans,  (i)  Taxes  imposed  on  or  measured  by  overall  net  income  (however  denominated), franchise Taxes (in lieu of net income taxes), and branch profits Taxes, in each  case, (A) imposed as a result of such recipient being organized under the laws of, or having its  principal  office  or,  in  the  case  of  any  Lender,  its  applicable  lending  office  located  in,  the  jurisdiction  imposing  such  Tax  (or  any  political  subdivision  thereof)  or  (B)  that  are  Other  Connection Taxes, (ii) solely to the extent that each Co-Borrower under the Aleris Incremental  Term Loans is a domestic corporation as defined in Section 7701(a)(30)(C) of the Code (or is a  limited liability company that is disregarded as an entity separate from its owner for United States  federal income tax purposes and is wholly owned by a domestic corporation), and solely in the  case of a Lender that is not a Covered Aleris Lender, withholding Taxes imposed on amounts  payable  to  or  for  the  account  of  such  Lender  with  respect  to  an  applicable  interest  in  Aleris  Incremental  Term  Loans  (or  Aleris  Incremental  Term  Loan  Commitments  in  respect  thereof)  pursuant to a law in effect on the date on which such Lender acquires such interest in such Loan  or Commitment (other than pursuant to an assignment request under Section 2.16), except in each  case to the extent that, pursuant to Section 2.15, amounts with respect to such Taxes were payable  to such Lender’s assignor immediately before such Lender became a party hereto pursuant to an  Assignment and Assumption, (iii) Taxes attributable to such recipient’s failure to comply with  Section 2.15(e), and (iv) any U.S. federal withholding Taxes imposed under FATCA.         “Executive Order” shall have the meaning assigned to such term in Section 3.22.         “Existing  Credit  Agreement”  shall  mean  that  certain  Amended  and  Restated  Credit  Agreement, dated as of June 2, 2015, among Novelis Inc., as borrower, the other loan parties party  thereto, the lenders party thereto, Bank of America, N.A., as administrative agent and as collateral  agent, and the other parties thereto, as amended, restated, supplemented or modified prior to the  Closing Date.         “Existing Lien” shall have the meaning assigned to such term in Section 6.02(c).         “Factoring Assets” shall mean all existing or hereafter acquired or arising (i) Receivables  that are sold, transferred or disposed of pursuant to a Permitted Factoring Facility permitted under  Section 6.06(e), (ii) Related Security with respect to the Receivables referred to in clause (i) above,  (iii) collections and proceeds of the Receivables and Related Security referred to in clauses (i) and  (ii)  above,  (iv)  lockboxes,  lockbox  accounts,  collection  accounts  or  other  deposit  accounts  substantially all of the deposits of which consist of such collections and proceeds referred to in  clause (iii) above and which have been specifically identified and consented to by the Revolving  Credit Administrative Agent (the lockboxes and accounts described in this clause (iv), “Factoring  Bank Accounts”), (v) without duplication of the foregoing clauses (i) through (iv), rights and  payments  which  relate  solely  to  the  Receivables  referred  to  in  clause  (i)  above  and  (vi)  cash  reserves comprising credit enhancements for such Permitted Factoring Facility.                                                  45  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Factoring Bank Accounts” shall have the meaning assigned to such term in clause (iv)  of the definition of Factoring Assets.                “Fallback Rate” shall mean, in relation to a Borrowing, subject to Section 1.07, (a) if no  Eurodollar Rate is available for the relevant currency or Interest Period, the Reference Bank Rate  as of the Specified Time for the currency of that Borrowing and for a period equal in length to the  Interest Period of that Borrowing, or (b) if neither a Eurodollar Rate nor a Reference Bank Rate is  available  for  the  relevant  currency  or  Interest  Period,  the  Cost  of  Funds  shall  apply  to  that  Borrowing for that Interest Period.                “Fallback Rate Borrowing” shall mean a Borrowing comprised of Fallback Rate Loans.                “Fallback Rate Loan” shall mean a Term Loan that bears interest based on the Fallback  Rate.         “FASB  ASC”  shall  mean  the  Accounting  Standards  Codification  of  the  Financial  Accounting Standards Board.         “FATCA”  shall  mean  (a)  Sections  1471  to  1474  of  the  Code  and  any  associated  regulations;  (b)  any  treaty,  law  or  regulation  of  any  other  jurisdiction,  or  relating  to  any  intergovernmental agreement between the United States and any other jurisdiction, which (in either  case) facilitates the implementation of any law or regulation referred to in clause (a) above; or (c)  any agreement pursuant to the implementation of any treaty, law or regulation referred to in clauses  (a) or (b) above with the IRS, the U.S. government or any governmental or taxation authority in  any other jurisdiction.         “FATCA  Application  Date”  shall  mean  (a)  in  relation  to  a  “withholdable  payment”  described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain  other  payments  from  sources  within  the  United  States),  July  1,  2014;  (b)  in  relation  to  a  “withholdable payment” described in Section 1473(1)(A)(ii) of the Code (which relates to “gross  proceeds” from the disposition of property of a type that can produce interest from sources within  the United States), January 1, 2019; or (c) in relation to a “passthru payment” described in Section  1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, January 1, 2019; or, in each  case, such other date from which such payment may become subject to a deduction or withholding  required by FATCA as a result of any change in FATCA after the date of this Agreement.         “FATCA Deduction” shall mean a deduction or withholding from a payment under a Loan  Document required by FATCA.         “FATCA Exempt Party” shall mean a Party that is entitled to receive payments free from  any FATCA Deduction.         “Fee Letters” means the Agent Fee Letter, the Upfront Fee Letter, the Aleris Fee Letter  and each Additional Fee Letter.                                          46  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Fees” shall mean the fees and prepayment premiums payable hereunder or under each Fee  Letter.         “Financial Performance Covenant” shall mean the covenant set forth in Section 6.14.         “Financial  Officer”  of  any  person  shall  mean  the  chief  financial  officer,  principal  accounting officer, treasurer or controller of such person.         “Financial  Support  Direction”  shall  mean  a  financial  support  direction  issued  by  the  Pensions Regulator under Section 43 of the Pensions Act 2004.         “FIRREA” shall mean the Federal Institutions Reform, Recovery and Enforcement Act of  1989, as amended.         “First  Priority”  shall  mean,  with  respect  to  any  Lien  purported  to  be  created  in  any  Collateral pursuant to any Security Document, that such Lien is the most senior Lien to which such  Collateral is subject, other than Permitted Liens of the type described in Section 6.02(a), (b), (c),  (d), (f), (g), (h), (i), (j), (k) (to the extent provided in the Intercreditor Agreement), (n), (o), (q), (r),  (s), (t), (y), (z), (bb), (dd), or (ee) or (ff) which have priority over the Liens granted pursuant to the  Security Documents (and in each case, subject to the proviso to Section 6.02).         “Flood  Insurance  Laws”  shall mean,  collectively,  (i)  the  National  Flood  Insurance  Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968  and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute  thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor  statute  thereto  and  (iii)  the  Biggert-Waters  Flood  Insurance  Reform  Act  of  2012  as  now  or  hereafter in effect or any successor statute thereto.         “Foreign Asset Sale” shall have the meaning assigned to such term in Section 2.10(i).         “Foreign Guarantee” shall have the meaning assigned to such term in Section 7.01.         “Foreign Lender” shall mean a Lender that is not a U.S. Person.         “Foreign  Plan”  shall  mean  any  pension  or  other  employee  benefit  or  retirement  plan,  program, policy, arrangement or agreement maintained or contributed to by any Company with  respect  to  employees  employed  outside  the  United  States,  other  than  government  sponsored  pension,  healthcare,  prescription  drugs,  employment  insurance,  parental  insurance  or  workers  compensation plans.                                         47  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Foreign  Subsidiary”  shall  mean  a  Subsidiary  that  is  organized  under  the  laws  of  a  jurisdiction other than the United States or any state thereof or the District of Columbia.         “French Collateral Agent” shall mean Standard Chartered Bank, in its capacity as security  agent  (agent  des  sûretés), under the  French Security Agreements  and any of its  successors or  assigns; provided that (A) with respect to any French Security Agreements entered into prior to  the Second Amendment Effective Date and any security interests granted under any such French  Security Agreements, the French Collateral Agent is appointed by the Lenders to act on their behalf  as security agent (agent des sûretés) to constitute (constituer), register (inscrire), manage (gérer)  and enforce (réaliser) the security interests contemplated by such French Security Agreements in  order to fully secure and guarantee their respective rights in each amount payable by each French  Guarantor or each Person who is the holder of Equity Interests in any French Guarantor to each of  the Secured Parties under each of the Loan Documents, and in that capacity to accomplish all  actions  and  formalities  eventually  necessary  under  article  2328-1  of the  French  code  civil  (as  enacted as of the Effective Date), and (B) with respect to any French Security Agreements entered  into on or after the Second Amendment Effective Date and any security interests granted under  any such French Security Agreements, the French Collateral Agent is appointed by the Lenders as  security agent (agent des sûretés) for the purposes, inter alia, of taking, receiving, administering  and  enforcing  the  security  interests  contemplated  by  such  French  Security  Agreements  in  the  French Collateral Agent’s own name and for the benefit of the Secured Parties, as creditors of the  Secured Obligations, in accordance with articles 2488-6 to 2488-12 of the French code civil, it  being provided that, with respect to the appointment of the French Collateral Agent as security  agent (agent des sûretés) in this paragraph (B), each of the provisions of Article X hereof shall  apply with respect to such appointment and is repeated mutatis mutandis in this paragraph (B), and  each of the parties hereto acknowledge and agree that in accordance with such appointment as  security agent (agent des sûretés):         (a)   the security agent (agent des sûretés), shall, in such capacity, be the direct title  holder (titulaire) of any security interests contemplated by the French Security Agreements and  the direct beneficiary of such security interests;         (b)   the rights and assets acquired by the security agent (agent des sûretés) in carrying  out its functions in such capacity will constitute separate property (patrimoine affecté) allocated  thereto, distinct from its own property (patrimoine propre);         (c)   the provisions of Article X hereof set forth the capacity in which the security agent  (agent des sûretés) has been so appointed, the purpose and the term of such appointment and the  scope of its power in connection with such appointment for the purposes of article 2488-7 of the  French code civil; and         (d)   the security agent (agent des sûretés) shall be entitled, without being required to  prove the existence of a special mandate, to exercise any action necessary in order to defend the  interests  of  the  creditors  of  the  Secured  Obligations  in  connection  with  the  security  interests                                         48  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  contemplated  by  the  French  Security  Agreements,  including  filing  claims  in  insolvency  proceedings.         “French Guarantor” shall mean each Restricted Subsidiary of the Designated Company  organized  in  France  party  hereto  as  a  Guarantor,  and  each  other  Restricted  Subsidiary  of  the  Designated Company organized in France that becomes a Guarantor pursuant to the terms hereof.         “French  Security  Agreement”  shall  mean,  collectively,  (i)  any  Security  Agreements,  including all sub-parts thereto, among any French Guarantors (and such other Persons as may be  party thereto) and the French Collateral Agent for the benefit of the Secured Parties, (ii) each  pledge agreement, mortgage, security agreement, guarantee or other agreement that is entered into  by  any  French  Guarantor  or  any  Person  who  is  the  holder  of  Equity  Interests  in  any  French  Guarantor and the French Collateral Agent for the benefit of the Secured Parties (and such other  Persons  as  may  be  party  thereto),  and  (iii)  any  other  pledge  agreement,  mortgage,  security  agreement or other agreement entered into pursuant to the terms of the Loan Documents, in each  case of clauses (i), (ii) and (iii), that is governed by the laws of France (or any subdivision thereof),  securing the Secured Obligations, and entered into pursuant to the terms of this Agreement or any  other Loan Document, as the same may be amended, restated or otherwise modified from time to  time.         “Fund” shall mean any Person (other than a natural Person) that is (or will be) engaged in  making, purchasing, holding or otherwise investing in commercial loans and similar extensions of  credit in the ordinary course of its activities.         “Funded Debt” shall mean, as to any person, all Indebtedness of such person that matures  more than one year from the date of its creation or matures within one year from such date but is  renewable or extendible, at the option of such person, to a date more than one year from such date  or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend  credit during a period of more than one year from such date, including all current maturities and  current sinking fund payments in respect of such Indebtedness whether or not required to be paid  within one year from the date of its creation and, in the case of the Designated Company and its  Subsidiaries, Indebtedness in respect of the Loans and the Revolving Credit Loans.         “Funding Rate” shall mean any individual rate notified by a Lender to the Administrative  Agent pursuant to the definition of Cost of Funds.         “GAAP” shall mean generally accepted accounting principles in the United States applied  on a consistent basis; provided that if the Designated Company converts its financial reporting  from generally accepted accounting principles in the United States to IFRS as permitted under  Section 1.04, “GAAP” shall mean (subject to the provisions of Section 1.04 hereof) IFRS applied  on a consistent basis.                                          49  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “German  Borrower  Holding  Company”  means,  on  and  after  the  Aleris  Acquisition  Closing Date, each Subsidiary of Aleris Germany that directly or indirectly owns Equity Interests  in Aleris Rolled Products or Aleris Casthouse.         “German Guarantor” shall mean each Restricted Subsidiary of the Designated Company  organized in Germany party hereto as a Guarantor, and each other Restricted Subsidiary of the  Designated  Company  organized  in  Germany  that  becomes  a  Guarantor  pursuant  to  the  terms  hereof.         “German Receivables Purchase Agreement” shall have the meaning assigned to such  term in the definition of “Receivables Purchase Agreement”.         “German  Security  Agreement”  shall  mean,  collectively,  (i)  any  Security  Agreement,  including all sub-parts thereto, among any German Guarantors (and such other Persons as may be  party thereto) and the Collateral Agent and/or the Revolving Credit Collateral Agent in its capacity  as agent for the Secured Parties pursuant to the terms of the Intercreditor Agreement and the other  Loan Documents, among others, for the benefit of the Secured Parties, (ii) each pledge agreement,  mortgage, security agreement, guarantee or other agreement that is entered into by any German  Guarantor or any Person who is the holder of Equity Interests in any German Guarantor in favor  of the Collateral Agent and/or the Revolving Credit Collateral Agent  in its capacity as agent for  the  Secured  Parties  pursuant  to  the  terms  of  the  Intercreditor  Agreement  and  the  other  Loan  Documents, and (iii) any other pledge agreement, mortgage, security agreement or other agreement  entered into pursuant to the terms of the Loan Documents, in each case of clauses (i), (ii) and (iii),  that  is  governed  by  the  laws  of  Germany  (or  any  subdivision  thereof),  securing  the  Secured  Obligations, and entered into pursuant to the terms of this Agreement or any other Loan Document,  as the same may be amended, restated or otherwise modified from time to time.         “German Seller” shall mean Novelis Deutschland GmbH, a company organized under the  laws  of  Germany  (including  in  its  roles  as  seller  and  collection  agent  under  the  German  Receivables Purchase Agreement).          “Governmental Authority” shall mean the government of the United States or any other  nation, or of any political subdivision thereof, whether state, provincial or local, and any agency,  authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,  legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to  government (including any supra-national bodies such as the European Union or the European  Central Bank).         “Governmental Real Property Disclosure Requirements” shall mean any Requirement  of  Law of any Governmental Authority requiring notification of the buyer, lessee, mortgagee,  assignee  or  other  transferee  of  any  Real  Property,  facility,  establishment  or  business,  or  notification, registration or filing to or with any Governmental Authority, in connection with the                                         50  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  sale, lease, mortgage, assignment or other transfer (including any transfer of control) of any Real  Property, facility, establishment or business, of the actual or threatened presence or Release in or  into the Environment, or the use, disposal or handling of Hazardous Material on, at, under or near  the Real Property, facility, establishment or business to be sold, leased, mortgaged, assigned or  transferred.         “Guarantee Payment” shall have the meaning assigned to such term in Section 7.12(b).         “Guaranteed Obligations” shall have the meaning assigned to such term in Section 7.01.         “Guarantees”  shall  mean  the  guarantees  issued  pursuant  to ARTICLE  VII by  the  Guarantors.         “Guarantors” shall mean Holdings and the Subsidiary Guarantors (including Holdings  and each Canadian Guarantor, each U.S. Guarantor, each Swiss Guarantor, each U.K. Guarantor,  each German Guarantor, each Irish Guarantor, each Brazilian Guarantor, each French Guarantor,  each Dubai Guarantor, each Dutch Guarantor, each Belgian Guarantor, and each other Restricted  Subsidiary of the Designated Company that becomes a Guarantor hereunder), and, on and after the  Specified AV Minerals Joinder Date, AV Minerals.         “Hazardous  Materials”  shall  mean  the  following:   hazardous  substances;  hazardous  wastes;  polychlorinated  biphenyls  (“PCBs”)  or  any  substance  or  compound  containing  PCBs;  asbestos  or  any  asbestos-containing  materials  in  any  form  or  condition;  radon  or  any  other  radioactive  materials  including  any  source,  special  nuclear  or  by-product  material;  petroleum,  crude oil or any fraction thereof; and any other pollutant or contaminant or chemicals, wastes,  materials, compounds, constituents or substances, subject to regulation under or which can give  rise to liability (including, but not limited to, due to their ignitability, corrosivity, reactivity or  toxicity) under any Environmental Laws.         “Hedging  Agreement”  shall  mean  any  swap,  cap,  collar,  forward  purchase  or  similar  agreements or arrangements dealing with interest rates, currency exchange rates or commodity  prices, either generally or under specific contingencies entered into for the purposes of hedging a  Company’s exposure to interest or exchange rates, loan credit exchanges, security or currency  valuations or commodity prices, in each case not for speculative purposes.         “Hedging  Obligations”  shall  mean  obligations  under  or  with  respect  to  Hedging  Agreements.         “Hindalco” shall mean Hindalco Industries Limited, a corporation organized under the  laws of India.                                          51  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Holdings”  shall  mean  (i)  prior  to  the  consummation  of  the  Permitted  Holdings  Amalgamation, (x) if any transaction described in clause (b), (c) or (f) of the definition of Permitted  Reorganization Action has not occurred, AV Metals or (y) AV Minerals, and (ii) upon and after  the consummation of the Permitted Holdings Amalgamation, Successor Holdings.         “IFRS” shall mean International Financial Reporting Standards consistently applied.         “Immaterial Subsidiary” shall mean, at any date of determination, any Subsidiary that,  together with all other Subsidiaries then constituting Immaterial Subsidiaries (i) contributed 5.0%  or less of Consolidated EBITDA for the period of four fiscal quarters most recently ended for  which financial statements have been or are required to have been delivered pursuant to Section  5.01(a) or 5.01(b) prior to the date of determination, (ii) had consolidated assets representing 5.0%  or less of the Consolidated Total Assets on the last day of the most recent fiscal quarter ended for  which financial statements have been or are required to have been delivered pursuant to Section  5.01(a) or 5.01(b) prior to the date of determination, and (iii) is not a Loan Party on the Closing  Date.           “Increase Effective Date” shall have the meaning assigned to such term in Section 2.23(a).         “Increase Joinder” shall have the meaning assigned to such term in Section 2.23(c).         “Incremental Mandated Lead Arrangers” shall mean ABN AMRO Capital USA LLC,  Australia and New Zealand Banking Group Limited, Axis Bank Limited, Bank of America, N.A.,  Barclays  Bank  PLC,  Citigroup  Global  Markets  Asia  Limited,  Crédit  Agricole  Corporate  and  Investment Bank, DBS Bank Ltd., Deutsche Bank Securities Inc., First Abu Dhabi Bank USA  N.V., HSBC Securities (USA) Inc., ICICI Bank Limited, New York Branch, ING Bank N.V.,  Singapore Branch, JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd., MUFG Bank, Ltd., Societe  Generale,  Hong  Kong  Branch,  Standard  Chartered  Bank,  State  Bank  of  India,  and  Sumitomo  Mitsui Banking Corporation Singapore Branch.         “Incremental OID” shall have the meaning assigned to such term in Section 2.23(c).         “Incremental Net Yield” shall have the meaning assigned to such term in Section 2.23(c).         “Incremental  Term  Loan”  shall  have  the  meaning  assigned  to  such  term  in  Section 2.23(c).         “Incremental Term Loan Commitment” shall have the meaning assigned to such term  in Section 2.23(a).                                          52  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Incremental Term Loan Maturity Date” shall have the meaning assigned to such term  in Section 2.23(c).         “Indebtedness” of any person shall mean, without duplication, (a) all obligations of such  person for borrowed money or advances; (b) all obligations of such person evidenced by bonds,  debentures, notes or similar instruments; (c) all obligations of such person under conditional sale  or other title retention agreements relating to property purchased by such person; (d) all obligations  of such person issued or assumed as the deferred purchase price of property or services (excluding  trade accounts payable and accrued obligations incurred in the ordinary course of business on  normal trade terms and not overdue by more than ninety (90) days (other than such overdue trade  accounts payable being contested in good faith and by proper proceedings, for which appropriate  reserves are being maintained with respect to such circumstances in accordance with US GAAP  or other applicable accounting standards)); (e) all Indebtedness of others secured by any Lien on  property owned or acquired by such person, whether or not the obligations secured thereby have  been  assumed,  but  limited  to  the  fair  market  value  of  such  property;  (f) all  Capital  Lease  Obligations, Purchase Money Obligations and Synthetic Lease Obligations of such person; (g) all  Hedging Obligations to the extent required to be reflected on a balance sheet of such person; (h) all  Attributable Indebtedness of such person; (i) all obligations of such person for the reimbursement  of any obligor in respect of letters of credit, letters of guaranty, bankers’ acceptances and similar  credit  transactions;  (j)  all  obligations  of  such  person  under  any  Qualified  Securitization  Transaction;  and  (k) all  Contingent  Obligations  of  such  person  in  respect  of  Indebtedness  or  obligations of others of the kinds referred to in clauses (a) through (j) above.  The Indebtedness of  any person shall include the Indebtedness of any other entity (including any partnership in which  such person is a general partner) to the extent such person is liable therefor as a result of such  person’s ownership interest in or other relationship with such entity, except (other than in the case  of general partner liability) to the extent that the terms of such Indebtedness expressly provide that  such person is not liable therefor.         “Indemnified Taxes” shall mean (a) all Taxes, other than Excluded Taxes, imposed on or  with respect to any payment made by or on account of any obligation of any Loan Party under any  Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.         “Indemnitee” shall have the meaning assigned to such term in Section 11.03(b).         “Information” shall have the meaning assigned to such term in Section 11.12.         “Initial Maturity Date” shall mean June 2, 2022.         “Initial Term Loans” shall mean the Term Loans made on the Closing Date under Section  2.01(a).                                          53  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Instruments” shall mean all “instruments,” as such term is defined in the UCC, in which  any Person now or hereafter has rights.         “Insurance  Policies”  shall  mean  the  insurance  policies  and  coverages  required  to  be  maintained by each  Loan Party  which is  an owner of Mortgaged Property  with  respect  to  the  applicable Mortgaged Property pursuant to Section 5.04 and all renewals and extensions thereof.         “Insurance  Requirements”  shall  mean,  collectively,  all  provisions  of  the  Insurance  Policies,  all  requirements  of  the  issuer  of  any  of  the  Insurance  Policies  and  all  orders,  rules,  regulations and any other requirements of the National Board of Fire Underwriters (or any other  body exercising similar functions) binding upon each Loan Party which is an owner of Mortgaged  Property and applicable to the Mortgaged Property or any use or condition thereof.         “Intellectual Property” shall have the meaning assigned to such term in Section 3.06(a).         “Interbank Rate” shall mean, for any period, the Administrative Agent’s cost of funds for  such period.         “Intercompany Notes” shall mean one or more promissory notes substantially in the form  of Exhibit P,  or such  other  form  as  may  be  agreed  to  by  the  Administrative  Agent  in  its  sole  discretion.         “Intercreditor Agreement” shall mean that certain Intercreditor Agreement dated as of  December 17, 2010 by and among (i) the Companies party thereto, (ii) the Administrative Agent  and the Collateral  Agent (each pursuant  to  an intercreditor joinder agreement, dated  as  of the  Closing  Date,  substantially  in  the  form  of  Exhibit  B  to  the  Intercreditor  Agreement),  (iii) the  Revolving Credit Administrative Agent and the Revolving Credit Collateral Agent (each pursuant  to an intercreditor joinder agreement dated as of May 13, 2013), and (iv) such other persons as  may become party thereto from time to time pursuant to the terms thereof, as the same may be  amended, restated, supplemented or otherwise modified from time to time.         “Interest Election Request” shall mean a request by a Co-Borrower to convert or continue  a Borrowing in accordance with Section 2.08(b), substantially in the form of Exhibit E.         “Interest Payment Date” shall mean, (a) with respect to any Borrowing, the last day of  the Interest Period applicable to the Borrowing of which such Loan is a part, and (b) with respect  to any Term Loan, the Maturity Date of such Term Loan.         “Interest Period” shall mean, with respect to any Eurodollar Rate Borrowing or Fallback  Rate Borrowing, as applicable, the period commencing on the date of such Borrowing and ending                                         54  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  on the numerically corresponding day in the calendar month that is three months thereafter, as the  applicable Co-Borrower may elect; provided that, for any Interest Periods commencing prior to  the Syndication Termination Date, the first two Interest Periods shall each be one month, and the  third  Interest  Period  shall  commence  upon  the  expiration of  the  second  Interest  Period  and  terminate  on  March  31,  2017; provided that,  for  any  Interest  Periods  in  respect  of  any  Aleris  Incremental  Term  Loans  commencing  prior  to  the  Aleris  Syndication  Termination  Date,  such  Interest Periods shall each be one month; provided, further, that (a) if any Interest Period would  end  on  a  day  other  than  a  Business  Day,  such  Interest  Period  shall  be  extended  to  the  next  succeeding Business Day unless such next succeeding Business Day would fall in the next calendar  month, in which case such Interest Period shall end on the immediately preceding Business Day,  (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day  for which there is no numerically corresponding day in the last calendar month of such Interest  Period) shall end on the last Business Day of the last calendar month of such Interest Period,  (c) such Co-Borrower shall not select an Interest Period for a Class of Term Loans that would  extend beyond the Latest Maturity Date of the applicable Class of such Term Loans, (d) such Co- Borrower shall not select an Interest Period for a Class of Term Loans that would extend beyond  the  next  succeeding  Term  Loan  Repayment  Date,  and  (e)  the  Interest  Period  for  any  Credit  Extension  other  than  the  first  Credit  Extension  shall  end  on  the  same  day  as  the  then-current  Interest Period in relation to the first Credit Extension under this Agreement.  For purposes hereof,  the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter  shall be the effective date of the most recent conversion or continuation of such Borrowing.         “Internally  Generated  Cash  Flow”  shall  mean  cash  generated  by  the  Designated  Company  and  its  Restricted  Subsidiaries  in  the  ordinary  course  of business,  and  in  any  event  excluding (i) proceeds of Casualty Events and Asset Sales under Section 6.06(b), (e), (i), (j), (l),  (q), (r) and (s), (ii) proceeds of Indebtedness other than borrowings under the Revolving Credit  Facility  and  intercompany  loans  from  another  Company  funded  in  the  ordinary  course  of  operations (and not from sources otherwise not constituting Internally Generated Cash Flow) and  (iii) proceeds of issuances of Equity Interests other than to another Company funded in the ordinary  course of operations (and not from sources otherwise not constituting Internally Generated Cash  Flow).         “Interpolated Screen Rate” shall mean, in relation to any Loan, the rate (rounded to the  same number of decimal places as the two relevant Screen Rates) which results from interpolating  on a linear basis between:         (a)   the applicable Screen Rate for the longest period (for which that Screen Rate is        available) which is less than the Interest Period of that Loan; and         (b)   the applicable Screen Rate for the shortest period (for which that Screen Rate is        available)  which  exceeds  the  Interest  Period  of  that  Loan,  each  as  of  approximately        11:00 a.m.  (London  time)  on  the  date  that  is  two  London  Banking  Days  prior  to  the        commencement of such Interest Period for the currency of that Loan.                                          55  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Inventory” shall mean all “inventory,” as such term is defined in the UCC, wherever  located, in which any Person now or hereafter has rights.         “Investment Recapture Amount” shall have the meaning assigned to such term in Section  6.04(r)(iv).          “Investments” shall have the meaning assigned to such term in Section 6.04.         “Irish Companies Act” shall mean the Companies Act, 2014 of Ireland (as amended, re- enacted, varied or otherwise modified from time to time).         “Irish Guarantor” shall mean each Restricted Subsidiary of the Designated Company  incorporated in Ireland party hereto as a Guarantor, and each other Restricted Subsidiary of the  Designated  Company  incorporated  in  Ireland  that  becomes  a  Guarantor  pursuant  to  the  terms  hereof.         “Irish  Security  Agreement”  shall  mean,  collectively,  (i)  any  Security  Agreement,  including all sub-parts thereto, among any Irish Guarantors (and such other Persons as may be  party  thereto)  and  the  Collateral  Agent,  among  others,  for  the  benefit  of  the  Secured  Parties,  (ii) each pledge agreement, mortgage, security agreement, guarantee, charge, assignment, deed or  other agreement that is entered into by any Irish Guarantor or any Person who is the holder of  Equity Interests in any Irish Guarantor in favor of the Collateral Agent and/or the Revolving Credit  Collateral  Agent  in  its  capacity  as  agent  for  the  Secured  Parties  pursuant  to  the  terms  of  the  Intercreditor Agreement and the other Loan Documents, and (iii) any other pledge agreement,  mortgage, security agreement or other agreement entered into pursuant to the terms of the Loan  Documents, in each case of clauses (i), (ii) and (iii), that is governed by the laws of Ireland (or any  subdivision thereof), securing the Secured Obligations (or any part thereof), entered into pursuant  to the terms of this Agreement or any other Loan Document, as the same may be amended, restated  or otherwise modified from time to time.         “IRS” shall mean the United States Internal Revenue Service.         “Joinder  Agreement”  shall  mean  a  joinder  agreement  substantially  in  the  form  of  Exhibit F, or such other form as may be agreed to by the Administrative Agent in its sole discretion.         “Joint Venture” shall mean any person (a) that is not a direct or indirect Subsidiary of  Holdings (and, on and after the Specified AV Minerals Joinder Date, AV Minerals) and (b) in  which the Designated Company, in the aggregate, together with its Subsidiaries, is directly or  indirectly, the beneficial owner of 5% or more of any class of Equity Interests of such person.          “Joint  Venture  Subsidiary”  shall  mean  each  of  (i)  Aluminum  Company  of  Malaysia  Berhard and (ii) any other person that is a Subsidiary in which persons other than Holdings or its                                         56  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Affiliates own 10% or more of the Equity Interests of such person, excluding, to the extent they  become Restricted Subsidiaries of the Designated Company after the Closing Date, Logan and  Norf GmbH.         “Judgment Currency” shall have the meaning assigned to such term in Section 11.18(a).         “Judgment Currency Conversion Date” shall have the meaning assigned to such term in  Section 11.18(a).         “Junior  Lien”  shall  mean  a  Lien  designated  as  a  “Subordinated  Lien”  under  the  Intercreditor Agreement on all or any portion of the Collateral, but only to the extent (i) any such  Lien constitutes “Subordinated Liens” under, and as defined in, the Intercreditor Agreement (it  being understood that such Subordinated Lien will be a junior, “silent” lien with respect to the  Liens securing the Secured Obligations, as provided in the Intercreditor Agreement) and (ii) the  holders of such Indebtedness (or a trustee, agent or other representative of such holders) secured  by  such  Lien  have  become  a  party  to  the  Intercreditor  Agreement  through  the  execution  and  delivery of joinders thereto.         “Junior Secured Indebtedness” shall mean Indebtedness of a Loan Party that is secured  by a Junior Lien.          “Known Affiliate” of any person shall mean, as to such person, known Affiliates readily  identifiable by name, but excluding any Affiliate (a) that is a bona fide debt fund or investment  vehicle that is primarily engaged in, or that advises funds or other investment vehicles that are  engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds or  similar  extensions  of  credit  or  securities  in  the  ordinary course  and  with  respect  to  which  the  Disqualified Institution does not, directly or indirectly, possess the power to direct or cause the  direction of the investment policies of such entity or (b) that is a banking or lending institution  engaged in the business of making loans.         “Land Registry” shall mean the Land Registry of England and Wales.         “Landlord Access Agreement” shall mean a Landlord Access Agreement, substantially  in the form of Exhibit G, or such other form as may reasonably be acceptable to the Administrative  Agent.         “Latest Maturity Date” shall mean, at any date of determination, the latest maturity or  expiration date applicable to any Loan hereunder at such time, including the latest maturity or  expiration date of any Initial Term Loan, Incremental Term Loan, Aleris Incremental Term Loan,  Other Term Loan, any Other Term Loan Commitment or Incremental Term Loan Commitment, in  each case as extended in accordance with this Agreement from time to time.                                          57  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Leases”  shall  mean  any  and  all  leases,  subleases,  tenancies,  options,  concession  agreements, rental agreements, occupancy agreements, franchise agreements, access agreements  and  any  other  agreements  (including  all  amendments,  extensions,  replacements,  renewals,  modifications and/or guarantees thereof), whether or not of record and whether now in existence  or hereafter entered into, affecting the use or occupancy of all or any portion of any Real Property.         “Lenders” shall mean (a) each financial institution that is a party hereto on the Effective  Date, (b) any financial institution that has become a party hereto pursuant to an Assignment and  Assumption, other than, in each case, any such financial institution that has ceased to be a party  hereto pursuant to an Assignment and Assumption and (c) each Additional Lender that executes  an Increase Joinder in accordance with Section 2.23 hereof (excluding, in each case, any such  financial  institution  or  Additional  Lender  to  the  extent  it  holds  no  Commitments  and  all  Obligations owing to it have been paid).         “Lien” shall mean, with respect to any property, (a) any mortgage (or mandate to vest a  mortgage),  deed  of  trust,  lien,  pledge,  encumbrance,  charge,  assignment,  hypothecation,  prior  claim, security interest or similar encumbrance of any kind or any arrangement to provide priority  or preference in respect of such property or any filing of any financing statement or any financing  change statement under the UCC, the PPSA or any other similar notice of lien under any similar  notice or recording statute of any Governmental Authority (other than any unauthorized notice or  filing filed after the Closing Date for which there is not otherwise any underlying lien or obligation,  so long as the Designated Company is (if aware of same) using commercially reasonable efforts  to cause the removal of same), including any easement, right-of-way or other encumbrance on title  to Real Property, in each of the foregoing cases whether voluntary or imposed by law, and any  agreement to give any of the foregoing; (b) the interest of a vendor or a lessor under any conditional  sale  agreement,  capital  lease  or  title  retention  agreement  (or  any  financing  lease  having  substantially the same economic effect as any of the foregoing) relating to such property; and (c) in  the case of securities, any purchase option, call or similar right of a third party with respect to such  securities.         “Liquidity” shall mean as of any date of determination, the sum of (i) Unrestricted Cash  of the Designated Company and its Restricted Subsidiaries as of such date plus (ii) unutilized and  available commitments under the Revolving Credit Agreement.         “Loan  Documents”  shall  mean  this  Agreement,  the  Intercreditor  Agreement,  the  Contribution, Intercompany, Contracting and Offset Agreement, the Subordination Agreement,  the Notes (if any), the Security Documents, each Foreign Guarantee, each Fee Letter, each Hedging  Agreement  entered  into  with  any  Secured  Hedge  Provider  (provided that  such  Hedging  Agreements shall be deemed not to be Loan Documents for purposes of the definitions of FATCA  Deduction,  Indemnified  Taxes,  Other  Connection  Taxes,  Other  Taxes,  Permitted  Customer  Account Financing, Permitted German Alternative Financing, Permitted Holdings Amalgamation,  Permitted Novelis Switzerland Financing, Permitted Reorganization, Permitted Revolving Credit  Facility Refinancing Transactions and U.S. Tax Obligor, Sections 1.03 and 1.04 and Articles II,  III, IV, V, VI, VIII and XI hereof),  and  all  other  pledges,  powers  of  attorney,  consents,                                         58  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  assignments, certificates, agreements or documents, whether heretofore, now or hereafter executed  by or on behalf of any Loan Party for the benefit of any Agent or any Lender in connection with  this Agreement.         “Loan Modification Agreement” shall have the meaning assigned to such term in Section  11.02(f)(ii).         “Loan  Modification  Offer”  shall  have  the  meaning  assigned  to  such  term  in  Section 11.02(f)(i).         “Loan Parties” shall mean Holdings, the Co-Borrowers, the Subsidiary Guarantors and,  on and  after the  Designated Holdco Effective Date, Designated Holdco, and, on and  after the  Specified AV Minerals Joinder Date, to the extent that Holdings is not AV Minerals, AV Minerals.         “Loans” shall mean Term Loans.         “Logan” shall mean Logan Aluminum Inc., a Delaware corporation.         “Logan Location” shall mean the premises of Logan Aluminum Inc., Route 431, North  Russellville, Kentucky  42276.         “London Banking Day” shall mean any day on which dealings  in  Dollar deposits  are  conducted by and between banks in the London interbank Eurodollar market.         “Management Fees” shall have the meaning assigned to such term in Section 6.08(c)(C).         “Mandated  Lead  Arrangers”  shall  mean  Australia  and  New  Zealand  Banking  Group  Limited, Axis Bank Limited, Bank of Baroda, Barclays Bank PLC, Citigroup Global Markets Asia  Limited,  ICICI  Bank  Limited  and/or  its  Affiliates,  ING  Bank  N.V.,  Singapore  Branch,  Kotak  Mahindra Bank Limited, Standard Chartered Bank, State Bank of India and MUFG Bank, Ltd.  (formerly The  Bank  of  Tokyo-Mitsubishi  UFJ,  Ltd.),  in  their  capacities  as  Mandated  Lead  Arrangers and Bookrunners under this Agreement.         “Margin Stock” shall have the meaning assigned to such term in Regulation U.         “Material  Adverse  Effect”  shall  mean  (a) a  material  adverse  effect  on  the  business,  property,  results  of  operations,  or  financial  condition  of  the Loan  Parties  and  their  Restricted  Subsidiaries, taken as  a  whole;  (b) a material  impairment  of the ability of the  Loan Parties  to                                         59  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  perform their payment and other material obligations under the Loan Documents; (c) a material  impairment of the rights of or benefits or remedies available to the Lenders, the Collateral Agent  or the Administrative Agent under the Loan Documents, taken as a whole; or (d)(i) a material  adverse effect on the Revolving Credit Priority Collateral or the Liens in favor of the Collateral  Agent (for its benefit and for the benefit of the other Secured Parties) on such Collateral or the  priority of such Liens, in each case for this clause (d)(i) taken as a whole, or (ii) a material adverse  effect on the Pari Passu Priority Collateral or the Liens in favor of the Collateral Agent (for its  benefit and for the benefit of the other Secured Parties) on such Collateral or the priority of such  Liens, in each case for this clause (d)(ii) taken as a whole.         “Material Indebtedness” shall mean (a) Indebtedness under the Revolving Credit Loan  Documents and any Permitted Revolving Credit Facility Refinancings thereof, (b) the Permitted  Short Term Indebtedness, (c) Indebtedness under the Senior Notes, the Additional Senior Secured  Indebtedness, the Junior Secured Indebtedness and any Permitted Refinancings of any thereof in  each case in an aggregate outstanding principal amount exceeding $100,000,000 and (d) any other  Indebtedness (other than the Loans and intercompany Indebtedness of the Companies permitted  hereunder)  of  the  Loan  Parties  in  an  aggregate  outstanding  principal  amount  exceeding  $100,000,000.         “Material Subsidiary” shall mean any Subsidiary of the Designated Company that is not  an Immaterial Subsidiary.         “Maturity Date” shall mean (i) with respect to the Term Loans made on the Closing Date,  the Initial Maturity Date, (ii) with respect to any tranche of Other Term Loans (excluding the Term  Loans made on the Closing Date), the final maturity date as specified in the applicable Refinancing  Amendment,  (iii)  with  respect  to  the  Aleris  Incremental  Term  Loans,  the  Aleris  Incremental  Maturity  Date,  and  (iv)  with  respect  to  any  Incremental  Term  Loans  (other  than  the  Aleris  Incremental Term Loans), the final maturity date as specified in the applicable Increase Joinder;  provided that if any such day is not a Business Day, the applicable Maturity Date shall be the  Business Day immediately succeeding such day.         “Maximum Rate” shall have the meaning assigned to such term in Section 11.14.         “Maximum Revolving Credit Facility Amount” shall mean, at any time, an amount equal  to the greater of (x) $2,250,000,000 and (y) the Borrowing Base.          “Minimum  Amount”  shall  mean  an  integral  multiple  of  $1,000,000  and  not  less  than  $5,000,000.         “Moody’s” shall mean Moody’s Investors Service, Inc.                                          60  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Mortgage” shall mean an agreement, including, but not limited to, a mortgage, charge,  deed  of  trust,  deed  of  hypothec  or  any  other  document,  creating  and  evidencing  a  Lien  on  a  Mortgaged Property, which shall be substantially in the form of Exhibit J or, subject to the terms  of the Intercreditor Agreement, other form reasonably satisfactory to the Collateral Agent, in each  case, with such schedules and including such provisions as shall be necessary to conform such  document to applicable local or foreign law or as shall be customary under applicable local or  foreign law.         “Mortgaged  Property”  shall  mean,  subject  to Section  5.15,  (a) each  Real  Property  identified as a Mortgaged Property on Schedule 8(a) to any Perfection Certificate dated the Closing  Date, (b) each future Real  Property covered by the terms  of any Mortgage,  and (c) each Real  Property,  if  any,  which  shall  be  subject  to  a  Mortgage  (or  other  Lien  created  by  a  Security  Document) delivered after the Closing Date pursuant to Section 5.11(c).         “Multiemployer  Plan”  shall  mean  a  multiemployer  plan  within  the  meaning  of  Section 4001(a)(3) or Section 3(37) of ERISA (a) to which any Company or any ERISA Affiliate  is then making or accruing an obligation to make contributions; (b) to which any Company or any  ERISA Affiliate has within the preceding six plan years made contributions; or (c) with respect to  which any Company could incur liability.         “Net Cash Proceeds” shall mean:         (a)   with  respect  to  any  Asset  Sale,  the  cash  proceeds  received  by  Holdings,  the  Designated  Company  or  any  of  its  Restricted  Subsidiaries  (or,  on  and  after  the  Specified  AV  Minerals  Joinder  Date,  AV  Minerals)  (including  cash  proceeds  subsequently  received  (as  and  when received by Holdings, the Designated Company or any of its Restricted Subsidiaries or, on  and  after  the  Specified  AV  Minerals  Joinder  Date,  AV  Minerals)  in  respect  of  non-cash  consideration  initially  received)  net  of  (without  duplication)  (i) selling  expenses  (including  reasonable  brokers’  fees  or  commissions, legal,  accounting  and  other  professional  and  transactional fees, transfer and similar taxes and the Designated Company’s good faith estimate of  income taxes paid or payable in connection with such sale and repatriation Taxes that are or would  be payable in connection with any sale by a Restricted Subsidiary); (ii) amounts provided as a  reserve,  in  accordance  with  GAAP,  against  (x) any  liabilities  under  any  indemnification  obligations associated with such Asset Sale or (y) any other liabilities retained by Holdings, the  Designated  Company  or  any  of  its  Restricted  Subsidiaries (or,  on  and  after  the  Specified  AV  Minerals  Joinder  Date,  AV  Minerals) associated  with  the  properties  sold  in  such  Asset  Sale  (provided that, to the extent and at the time any such amounts are released from such reserve, such  amounts shall constitute Net Cash Proceeds); (iii) the Designated Company’s good faith estimate  of payments required to be made with respect to unassumed liabilities relating to the properties  sold within ninety (90) days of such Asset Sale (provided that, to the extent such cash proceeds  are not used to make payments in respect of such unassumed liabilities within ninety (90) days of  such Asset Sale, such cash proceeds shall constitute Net Cash Proceeds); (iv) the principal amount,  premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money  (other than the Revolving Credit Loans or the Loans) which is secured by a Lien on the properties                                         61  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  sold in such Asset Sale (so long as such Lien was permitted to encumber such properties under the  Loan Documents at the time of such sale) and which is repaid with such proceeds (other than any  such Indebtedness assumed by the purchaser of such properties); and (v) so long as any Revolving  Credit Loans remain outstanding, the proceeds of any Revolving Credit Priority Collateral of any  Loan Party sold in such Asset Sale (which shall include, for the avoidance of doubt, the portion of  the sale price of the Equity Interests or all or substantially all of the property, assets or business of  any Restricted Subsidiary of Holdings (and, on and after the Specified AV Minerals Joinder Date,  AV Minerals) consisting of the net book value of any such Revolving Credit Priority Collateral);         (b)   with  respect  to  any  Debt  Issuance  or  any  Disqualified  Capital  Stock,  the  cash  proceeds  thereof,  net  of  customary  fees,  commissions,  costs  and  other  expenses  incurred  in  connection therewith;         (c)   with respect to  any issuance of Equity  Interests (other than Preferred Stock) by  Holdings, Designated Holdco or, the Borrower or, on and after the Specified AV Minerals Joinder  Date, AV Minerals, the cash proceeds thereof, net of customary fees, commissions, costs and other  expenses incurred in connection therewith; and         (d)   with  respect  to any Casualty Event,  the cash  insurance proceeds,  condemnation  awards  and other  compensation received in  respect  thereof, net  of  (i) all reasonable costs and  expenses  incurred  in  connection  with  the  collection  of  such  proceeds,  awards  or  other  compensation in respect of such Casualty Event; and (ii) so long as any Revolving Credit Loans  remain  outstanding,  any  such  cash  insurance  proceeds,  condemnation  awards  and  other  compensation received in respect of Revolving Credit Priority Collateral of any Loan Party to the  extent such amounts are required to be (and are) applied to the repayment of the Revolving Credit  Loans pursuant to the terms of the Revolving Credit Agreement;   provided, however, that Net Cash Proceeds arising from any Asset Sale or Casualty Event by or  applicable to a non-Wholly Owned Subsidiary (provided that Aleris German GP Holdco and each  Subsidiary  of  Aleris  Germany  shall  not  be  considered  a  non-Wholly  Owned  Subsidiary  for  purposes  of  this  definition) shall  equal  the  amount  of  such  Net  Cash Proceeds  calculated  as  provided above less the percentage thereof equal to the percentage of any Equity Interests of such  non-Wholly  Owned  Subsidiary  not  owned  by  Holdings (and,  on  and  after  the  Specified  AV  Minerals Joinder Date, AV Minerals), the Designated Company and its Restricted Subsidiaries.         “Net Cash Proceeds Account” shall mean any Deposit Account or Securities Account  established by any Co-Borrower or any Guarantor with one or more financial institutions which  has a credit rating with respect to its long term unsecured debt of at least “A” by S&P or “A2” by  Moody’s that (i) is subject to a Control Agreement, (ii) is subject to a First Priority security interest  in favor of the Collateral Agent for the ratable benefit of the Secured Parties to secure the Secured  Obligations and (iii) solely contains proceeds of Pari Passu Priority Collateral (and any products  of such proceeds), and which has been designated in writing to the Revolving Credit Agents as a  “Net Cash Proceeds Account” on or prior to the time that the Net Cash Proceeds from any sale of                                         62  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Pari Passu Priority Collateral shall be deposited therein, pending application of such proceeds (and  any products of such proceeds) in accordance with the terms hereof.         “Net Working Capital” shall mean, at any time, Consolidated Current Assets at such time  minus Consolidated Current Liabilities at such time.          “NKL” shall mean Novelis Korea Limited.         “NKL Share Repurchase” shall mean the repurchase by NKL of Equity Interests of NKL  for cash consideration derived from all or a portion of the proceeds of the Ulsan Share Sale, which  may  be  structured  as  a  share  cancellation,  a  reduction  in  par  value,  a  share  consolidation  and  reduction in share value, or any other legal structure resulting in the reduction of Equity Interests  in NKL in exchange for cash consideration.         “Non-consolidated Affiliate” shall mean (a) Norf GmbH, MiniMRF LLC (Delaware), and  Consorcio Candonga (unincorporated Brazil), in each case so long as they are not a Subsidiary of  the Designated Company, (b) the Ulsan JV Subsidiary, solely to the extent that (i) such Person is  not otherwise included in the consolidated financial results of the Designated Company and its  Restricted Subsidiaries and (ii) the requirement set forth in clause (c)(ii) below remains true in  respect of the Ulsan JV Subsidiary, and (c) any other Person formed or acquired by the Designated  Company or any of its Restricted Subsidiaries, in the case of this clause (c), so long as (i) such  Person is not a Subsidiary of the Designated Company and (ii) the Designated Company owns,  directly or indirectly, Equity Interests in such Restricted Subsidiary representing at least 50% of  the  voting  power  of  all  Equity  Interests  entitled  (without  regard  to  the  occurrence  of  any  contingency) to vote in the election of the Board of Directors (or equivalent governing body) of  such Person.         “Non-consolidated  Affiliate  Debt”  shall  mean  with  respect  to  the  Non-consolidated  Affiliates, as of any date of determination and without duplication, the Consolidated Total Net  Debt of the Non-consolidated Affiliates and their Subsidiaries (determined as if references to the  Designated Company and the Restricted Subsidiaries in the definition of Consolidated Total Net  Debt were references to Non-consolidated Affiliates and their Subsidiaries).         “Non-consolidated Affiliate EBITDA” shall mean with respect to the Non-consolidated  Affiliates  for  any  period,  the  amount  for  such  period  of  Consolidated  EBITDA  of  such  Non- consolidated  Affiliates  and  their  Subsidiaries  (determined  as  if  references  to  the  Designated  Company  and  the  Restricted  Subsidiaries  in  the  definition  of  Consolidated  EBITDA  were  references to Non-consolidated Affiliates and their Subsidiaries); provided that Non-consolidated  Affiliate EBITDA shall not include the Non-consolidated Affiliate EBITDA of Non-consolidated  Affiliates if such Non-consolidated Affiliates are subject to a prohibition, directly or indirectly, on  the payment of dividends or the making of distributions, directly or indirectly, to the Designated  Company or any Co-Borrower, to the extent of such prohibition.                                         63  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Non-Guarantor Subsidiary” shall mean each Subsidiary that is not a Guarantor.         “Non-Loan Party Jurisdiction” shall mean each country (including any state, province or  other political subdivision thereof) other than (i) the United States, Canada, the United Kingdom,  Switzerland and Germany, (ii) any other country in which a Loan Party is organized and (iii) any  state, province or other political subdivision of the foregoing.         “Non-Principal Jurisdiction” shall mean each country in which a Loan Party is organized  (and any state, province or other political subdivision thereof) other than (i) the United States,  Canada, the United Kingdom, Switzerland, Belgium, the Netherlands and Germany, (ii) any other  country  in  which  a  Loan  Party  is  organized  in  respect  of  which  Accounts  are  included  in  the  borrowing base for purposes of the Revolving Credit Agreement and (iii) any state, province or  other political subdivision of the foregoing clauses (i) and (ii).         “Norf GmbH” shall mean Aluminium Norf GmbH, a limited liability company (GmbH)  organized under the laws of Germany.         “Notes”  shall  mean  any  notes  evidencing  the  Terms  Loans  issued  pursuant  to  this  Agreement, if any, substantially in the form of Exhibit K.         “Novelis Acquisitions” shall mean Novelis Acquisitions LLC, a Delaware limited liability  company.         “Novelis AG” shall mean Novelis AG, a stock corporation (AG) organized under the laws  of Switzerland.         “Novelis  AG  Cash  Pooling  Agreement”  shall  mean  a  Cash  Management  Agreement  entered into among Novelis AG and certain “European Affiliates” (as identified therein) dated  1 February 2007, together with all ancillary documentation thereto.         “Novelis  Inc.”  shall  mean  Novelis  Inc.,  a  corporation  amalgamated  under  the  Canada  Business Corporations Act.         “Novelis Switzerland” shall mean Novelis Switzerland SA, a company organized under  the laws of Switzerland.         “Obligation Currency” shall have the meaning assigned to such term in Section 11.18(a).                                          64  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Obligations” shall mean (a) obligations of the Co-Borrowers and the other Loan Parties  from time to time arising under or in respect of the due and punctual payment of (i) the principal  of and premium, if any, and interest (including interest accruing (and interest that would have  accrued but for such proceeding) during the pendency of any bankruptcy, insolvency, receivership  or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the  Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for  prepayment or otherwise and (ii) all other monetary obligations, including obligations under the  Guarantees  and  fees,  costs,  expenses  and  indemnities,  whether  primary,  secondary,  direct,  contingent, fixed or otherwise (including monetary obligations incurred during the pendency of  any  bankruptcy,  insolvency,  receivership  or  other  similar  proceeding,  regardless  of  whether  allowed or allowable in such proceeding), of the Co-Borrowers and the other Loan Parties under  this Agreement and the other Loan Documents, and (b) the due and punctual performance of all  covenants, agreements, obligations and liabilities of the Co-Borrowers and the other Loan Parties  under or pursuant to this Agreement and the other Loan Documents.  The Obligations shall not  include any Excluded Swap Obligations.         “OFAC” shall have the meaning assigned to such term in Section 3.22.         “Offer Price” shall have the meaning set forth in the definition of “Discounted Purchase”.         “Officer’s Certificate” shall mean a certificate executed by a Responsible Officer in his  or her official (and not individual) capacity.         “Organizational Documents” shall mean, with respect to any person, (i) in the case of  any  corporation,  the  certificate  of  incorporation  and  by-laws  (or  equivalent  or  comparable  constitutional documents with respect to any non-U.S. jurisdiction) of such person, (ii) in the case  of any limited liability company, the certificate of formation and operating agreement (or similar  documents) of such person, (iii) in the case of any limited partnership, the certificate of formation  and limited partnership agreement (or similar documents) of such person, (iv) in the case of any  general partnership, the partnership agreement (or similar document) of such person and (v) in any  other case, the functional equivalent of the foregoing.         “Other Connection Taxes” shall mean, with respect to the Agents, any Lender or any  other recipient of any payment to be made by or on account of any obligation of any Co-Borrower  hereunder, Taxes imposed as a result of a present or former connection between such recipient and  the jurisdiction imposing such Tax (other than connections  arising from such recipient  having  executed, delivered, become a party to, performed its obligations under, received payments under,  received or perfected a security interest under, engaged in any other transaction pursuant to or  enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).         “Other Taxes” shall mean all present or future stamp, recording, court or documentary,  excise, transfer, sales, property, intangible, filing or similar Taxes arising from any payment made                                         65  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  hereunder  or  under  any  other  Loan  Document  or  from  the  execution,  delivery,  performance,  enforcement  or  registration  of,  from  the  receipt  or  perfection  of  a  security  interest  under,  or  otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes  that are Other Connection Taxes imposed with respect to an assignment (other than an assignment  made pursuant to Section 2.16(c)).         “Other  Term  Loan  Commitments”  shall  mean  one  or  more  Classes  of  Term  Loan  commitments hereunder that result from a Refinancing Amendment.         “Other Term Loans” shall mean one or more Classes of Term Loans that result from a  Refinancing Amendment.         “Pari Passu Priority Collateral” shall mean all “Pari Passu Priority Collateral” as defined  in the Intercreditor Agreement.         “Participant” shall have the meaning assigned to such term in Section 11.04(d).         “Participant Register” shall have the meaning assigned to such term in Section 11.04(c).         “Participating  Member  States”  shall  mean  the  member  states  of  the  European  Communities that adopt or have adopted the euro as their lawful currency in accordance with the  legislation of the European Union relating to European Monetary Union.         “Party” shall mean any party to this Agreement.         “Patriot Act” shall have the meaning assigned to such term in Section 11.13.         “PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in  ERISA.         “Pensions  Regulator”  shall  mean  the  body  corporate  called  the  Pensions  Regulator  established under Part I of the Pensions Act 2004.         “Perfection  Certificate”  shall  mean,  individually  and  collectively,  as  the  context  may  require, each certificate of a Loan Party in the form of Exhibit L-1 or any other form approved by  the Collateral Agent in its sole discretion, as the same shall be supplemented from time to time by  a Perfection Certificate Supplement or otherwise.                                          66  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Perfection Certificate Supplement” shall mean a certificate supplement in the form of  Exhibit L-2 or any other form approved by the Collateral Agent.         “Permitted ABL Customer Account Financing Amendment” shall have the meaning  assigned to such term in Section 1.10.         “Permitted Acquisition” shall mean any Acquisition, if each of the following conditions  is met:               (i)   no Default is then continuing or would result therefrom;               (ii)  no  Company  shall,  in  connection  with  any  such  transaction,  assume  or        remain liable with respect to any Indebtedness of the related seller or the business, person        or properties acquired, except to the extent permitted under Section 6.01, and any other        such Indebtedness not permitted to be assumed or otherwise supported by any Company        hereunder shall be paid in full or released as to the business, persons or properties being so        acquired on or before the consummation of such acquisition;               (iii) the person or business to be acquired shall be, or shall be engaged in, a        business of the type that the Loan Parties and the Subsidiaries are permitted to be engaged        in under Section 6.15, and the person or business and any property acquired in connection        with any such transaction shall be free and clear of any Liens, other than Permitted Liens;               (iv)  the Board of Directors of the person to be acquired shall not have indicated        publicly its opposition to the consummation of such acquisition (which opposition has not        been publicly withdrawn);               (v)   all  transactions  in  connection  therewith  shall  be  consummated  in  all        material respects in accordance with all applicable Requirements of Law;               (vi)  with respect to any transaction involving Acquisition Consideration of more        than $50,000,000, unless the Administrative Agent shall otherwise agree, the Designated        Company shall have provided the Administrative Agent written notice on or before the        consummation of such transaction, which notice shall describe (A) in reasonable detail the        terms and conditions of such transaction and the person or business to be acquired and        (B) all such other information and data relating to such transaction or the person or business        to be acquired as may be reasonably requested by the Administrative Agent;               (vii) the property acquired in connection with any such Acquisition shall, subject        to any Permitted Liens, be made subject to the Lien of the Security Documents, and any        person acquired in connection with any such transaction shall become a Guarantor, in each        case, to the extent required under, and within the relevant time periods provided in, Section        5.11;               (viii) with respect to any transaction involving Acquisition Consideration that,        when  added  to  the  fair  market  value  of  Equity  Interests,  including  Equity  Interests  of                                         67  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        Holdings (or,  on  and  after  the  Specified  AV  Minerals  Joinder  Date,  AV  Minerals),        constituting purchase consideration, exceeds $50,000,000, the Designated Company shall        have  delivered  to  the  Administrative  Agent  an  Officers’  Certificate  on  or  prior  to  the        consummation of such transaction certifying that (A) such transaction complies with this        definition and (B) such transaction could not reasonably be expected to result in a Material        Adverse Effect;                (ix)  [intentionally omitted];               (x)   if any Person so acquired (or any Subsidiary of such Person) is not required        to become a Loan Party pursuant to Section 5.11, the Acquisition Consideration payable        for such Person (or the portion thereof attributable or allocated by the Designated Company        in good faith to each such Subsidiary) in connection with such Acquisition, and all other        Acquisitions of non-Loan Parties consummated after the Closing Date shall not, unless, on        the date of such Acquisition, the Senior Secured Net Leverage Ratio, determined on a Pro        Forma Basis, after giving effect to such Acquisition shall be no greater than 3.00 to 1.00        determined  on the  basis  of  the  financial  information  most  recently  delivered  to  the        Administrative Agent and the Lenders pursuant to Section 5.01(a) or (b) as though such        Acquisition had been consummated as of the first day of the fiscal period covered thereby,        exceed an amount equal to the greater of (x) 2.0% of Consolidated Net Tangible Assets        and (y) $100,000,000 in the aggregate since the Closing Date (provided that such amounts        can be exceeded to the extent of Investments made pursuant to Section 6.04(r));                (xi)  immediately after giving effect to such Acquisition (other than Acquisitions        where the amount of the Acquisition Consideration plus the fair market value of any Equity        Interests which constitutes all or a portion of the purchase price is less than $15,000,000),        the Designated Company shall, on a Pro Forma Basis, be in compliance with the Financial        Performance Covenant, such compliance to be determined on the basis of the financial        information most recently delivered to the Administrative Agent and the Lenders pursuant        to Section 5.01(a) or (b) (or for periods prior to the delivery of such financial information        for a four fiscal quarter period, based on financial information filed with the United States        Securities and Exchange Commission) as though such Acquisition and all other Specified        Transactions consummated after the applicable four quarter period and on or prior to the        relevant date of determination had been consummated as of the first day of the fiscal period        covered thereby;                (xii) with respect to any transaction involving Acquisition Consideration of more        than  $50,000,000,  the  Designated  Company  shall  have  delivered  a  certificate  from  a        Financial Officer of the Designated Company on or prior to the consummation of such        transaction (A) as to the matters set forth in clause (i) above and (B) demonstrating its        compliance with  clause  (xi) above, and (C) to  the extent the person so acquired is  not        required  to  become  a  Loan  Party  hereunder  pursuant  to Section  5.11,  demonstrating        compliance  with  clause  (x)  above,  and  in  each  case  accompanied  by  compliance        calculations in reasonable detail.                                          68  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Permitted  Aleris  Foreign  Subsidiary  Transfer”  shall  mean,  on  or  after  the  Aleris  Acquisition Closing Date:                     (a)   the sale, Distribution, contribution or other transfer of the Equity  Interests in any Subsidiary of Aleris organized in a jurisdiction outside of the United States of  America (each, a “Transferred Aleris Foreign Subsidiary”) (x) from a Loan Party to any Loan  Party other than Aleris or any Subsidiary of Aleris (and any substantially concurrent interim sale,  Distribution, contribution or other transfer of such Equity Interests to a Loan Party (which may  include Aleris or any Restricted Subsidiary of Aleris) to effect such sale, Distribution, contribution  or transfer) or (y) in the case of Equity Interests in an entity that would not be required to become  a Loan Party pursuant to the terms hereof after giving effect to such transfer, from a Loan Party to  any  other  Company  (other  than  Aleris  or  any  Subsidiary  of  Aleris)  organized  in  the  same  jurisdiction as the issuer of such Equity Interests (it being agreed, for this purpose, that Hong Kong  and the People’s Republic of China are the same jurisdiction so long as an entity organized under  the laws of Hong Kong would not be a Subsidiary of an entity organized under the laws of the  People’s Republic of China after giving effect to such transfer) (and any substantially concurrent  interim sale, Distribution, contribution or other transfer of such Equity Interests to a Loan Party  (which may include Aleris or any Restricted Subsidiary of Aleris) to effect such sale, Distribution,  contribution or transfer); and                     (b)   the sale, Distribution, contribution or other transfer of:                           (i)   no  more  than  12.5%  of  the  aggregate  amount  of  Voting  Stock and other Equity Interests in each of Novelis Aluminium Holdings Unlimited and/or Aleris  Germany plus one additional share of such Voting Stock to AV Minerals (and, in each case, any  substantially concurrent interim sale, Distribution, contribution or other transfer of such Equity  Interests to a Loan Party to effect such sale, Distribution, contribution or other transfer); provided  that, (x) prior to the consummation of any such transaction, AV Minerals shall have become a  Guarantor by executing a Joinder Agreement (the “Specified AV Minerals Joinder”), and (y) AV  Minerals shall have executed and delivered (or caused to be executed and delivered) both at the  time that AV Minerals becomes a Guarantor and at any time that AV Minerals acquires Equity  Interests in accordance with this clause (i), all other Loan Documents (including all applicable  Security Documents or supplements or joinders thereto), certificates, opinions and other closing  deliverables  consistent  with  the  Loan  Documents,  certificates,  opinions and  other  closing  deliverables delivered by the Loan Parties on the Closing Date and the Effective Date, each in  form and substance reasonably satisfactory to the Administrative Agent and, in the case of each  such Security Document, the Collateral Agent, and take all actions necessary or advisable in the  opinion of the Administrative Agent or the Collateral Agent in connection therewith, including to  cause the Lien created by the applicable Security Documents to be a duly perfected First Priority  Lien in accordance with all applicable Requirements of Law, and the filing of financing statements  (or  other  applicable  filings)  in  such  jurisdictions  as  may  be  reasonably  requested  by  the  Administrative Agent or the Collateral Agent (the date such agreements and the Specified AV  Minerals Joinder are effective, the “Specified AV Minerals Joinder Date”); or                                          69  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                          (ii)  100% of the aggregate amount of Voting Stock and other  Equity  Interests  in  Aleris  Germany  to  Novelis  Aluminium  Holdings  Unlimited  (and  any  substantially concurrent interim sale, Distribution, contribution or other transfer of such Equity  Interests to a Loan Party to effect such sale, Distribution, contribution or other transfer); provided  that, Novelis Aluminium Holdings Unlimited shall have executed and delivered (or caused to be  executed and delivered) at any time that it acquires Equity Interests in accordance with this clause  (ii), all other Loan Documents (including all applicable Security Documents or supplements or  joinders thereto), certificates, opinions and other closing deliverables consistent with the Loan  Documents, certificates, opinions and other closing deliverables delivered by the Loan Parties on  the Closing Date and the Effective Date, each in form and substance reasonably satisfactory to the  Administrative Agent and, in the case of each such Security Document, the Collateral Agent, and  take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral  Agent  in  connection therewith,  including to  cause the  Lien created by the applicable Security  Documents  to  be  a  duly  perfected  First  Priority  Lien  in  accordance  with  all  applicable  Requirements of Law, and the filing of financing statements (or other applicable filings) in such  jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent;  and                     (bc)  if applicable in connection with any of the transactions described in  clauseclauses (a) or (b) above, as consideration for such sale, Distribution, contribution or other  transfer of such Equity Interests, the issuance of one or more Intercompany Notes to the Loan  Party that sold, Distributed, contributed or otherwise transferred such Equity Interests;   provided that:                        (i) any such sale, Distribution, contribution or other transfer of such  Equity Interests shall occur within one year of the Aleris Acquisition Closing Date (or such later  date  agreed  by  the  Administrative  Agent); provided that  any  Intercompany  Note  issued  in  connection therewith shall be issued substantially concurrently with the consummation of such  sale, Distribution, contribution or other transfer of such Equity Interests;                        (ii) any such Equity Interests transferred to a Loan Party are, subject to  the  terms  of  the  Intercreditor  Agreement  and  any  limitations  on  such  pledge  pursuant  to  the  definition  of  Excluded  Property,  or  any  other  limitations  set  forth  in  the  applicable  Security  Agreement, pledged in favor of the Collateral Agent to secure the Secured Obligations and, to the  extent certificated, the certificates representing such Equity Interests are delivered to the Collateral  Agent, together with undated stock powers or other appropriate instruments of transfer executed  and delivered in blank by a duly authorized officer of such Loan Party, no later than the date that  is 10 Business Days after the date of such sale, Distribution, contribution or other transfer of such  Equity Interests (or such later date agreed by the Administrative Agent);                        (iii)the obligations under each Intercompany Note issued in connection  with  any  step of  a  Permitted  Aleris  Foreign  Subsidiary  Transfer  shall  be  subordinated  to  the                                         70  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Secured Obligations (to the extent evidencing a payment obligation of a Loan Party) on terms  reasonably  satisfactory  to  the  Administrative  Agent  and  shall  constitute  Subordinated  Indebtedness hereunder, and each such Intercompany Note received by a Loan Party shall, subject  to the terms of the Intercreditor Agreement, be pledged in favor of the Collateral Agent to secure  the Secured Obligations, and such Intercompany Notes shall be delivered to the Collateral Agent,  together with an allonge or other instrument of transfer executed and delivered in blank by a duly  authorized officer of such Loan Party, no later than the date that is 10 Business Days after the date  the Intercompany Note is issued (or such later date agreed by the Administrative Agent); and                        (iv) any  sale,  Distribution,  contribution  or  other  transfer  of  Equity  Interests  of  a  Transferred  Aleris  Foreign  Subsidiary  to  a  Restricted  Grantor  (other  than  a  Transferred Aleris Foreign Subsidiary transferred to a Restricted Grantor organized in the same  jurisdiction  as  the  Transferred  Aleris  Foreign  Subsidiary)  shall  be  conditioned  on  either  the  creation of a newly formed Unrestricted Grantor or the existence of an Unrestricted Grantor, in  each case that (A) (x) is directly 100% owned by such Restricted Grantor after giving effect to  such transaction and that (y) directly owns 100% of such Transferred Aleris Foreign Subsidiary  after  giving  effect  to  such  transaction;  provided  that,  in  the  case  of  this  clause  (y),  if  such  Transferred Aleris Foreign Subsidiary is an Aleris German Non-Wholly Owned Subsidiary, (1) the  Tulip  Foundation  may  continue  to  directly  or  indirectly  own  Equity  Interests  in  such  Aleris  German Non-Wholly Owned Subsidiary so long as the Tulip Conditions are satisfied at all times  and (2) any other Aleris German Non-Wholly Owned Subsidiary that owns such Transferred Aleris  Foreign Subsidiary prior to the occurrence of such transfer may continue to own Equity Interests  in such Transferred Aleris Foreign Subsidiary, (B) has complied with the Joinder Requirements  and (C) shall not be permitted to own, on and after the date of such action, any assets other than  the Permitted Holding Company Assets.         “Permitted Customer Account Financing Amendment Conditions” shall mean, with  respect to each amendment to the definition of Permitted Customer Account Financing effected  pursuant to Section 1.10, each of the following:         (a)   Holdings  or  the  Designated  Company  shall  have  executed and  delivered  a  certificate to the Administrative Agent, no later than two Business Days after the date that any  Permitted ABL Customer Account Financing Amendment becomes effective, attaching a certified  copy of such Permitted ABL Customer Account Financing Amendment, and certifying that the  terms  of  such  Permitted  ABL  Customer  Account  Financing  Amendment  comply  with  the  requirements set forth in clauses (b) through (d) below;         (b)   the terms of such amendment shall not expand the scope of the Collateral permitted  to be released in connection with any Permitted Customer Account Financing, which Collateral  shall be limited to Factoring Assets that are sold in connection with (or that otherwise secure) such  Permitted Customer Account Financing, it being understood that factoring additional Accounts of  additional Account Debtors shall not constitute an expansion of the scope for purposes of this  clause (b);                                          71  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (c)   such amendment shall relate solely to the factoring of Accounts of customers of the  Loan Parties in connection with a Permitted Customer Account Financing, and the creation of  Liens on Factoring Assets that secure such Permitted Customer Account Financing; and         (d)   such  amendment  shall  not  otherwise  adversely  affect  the  Secured  Parties  or  contravene the terms of the Intercreditor Agreement.         “Permitted Customer Account Financing” shall mean a financing or other transaction of  the type permitted by Section 6.01(e) or 6.06(e) with respect to Accounts of one or more Loan  Parties; provided that (i) no Default exists or would result therefrom and the representations and  warranties set forth in the Loan Documents shall be true and correct in all material respects on and  as  of the date thereof (or, in  the case of  any  representation  or warranty that  is  qualified as  to  materiality, “Material Adverse Effect” or similar language, in all respects), with the same effect as  though made on such date, except to the extent such representations and warranties expressly relate  to an earlier date, in which case such representation and warranty shall have been true and correct  in all material respects (or, in the case of any representation or warranty that is qualified as to  materiality, “Material Adverse Effect” or similar language, in all respects) as of such earlier date,  (ii) the number of Account Debtors whose Accounts are at any time subject to Permitted Customer  Account Financings shall be limited to seven; provided that all Affiliates of an Account Debtor  shall be deemed to be a single Account Debtor for purposes of this definition, and (iii) Accounts  subject to a Permitted Customer Account Financing must be capable of being fully segregated  from other Accounts (including with respect to accounts receivable reporting, purchase orders,  invoicing, and payments); provided, further, that notwithstanding any provision of Section 11.02,  the Agents are hereby authorized by the Lenders to make any amendments to the Loan Documents  that  are  necessary  or  appropriate  in  the  judgment  of  the  Administrative  Agent  to  reflect  such  Permitted Customer Account Financing.         “Permitted Factoring Facility” shall mean a sale of Receivables on a discounted basis by  any  Company,  so  long  as  (i)  no  Loan  Party  has  any  obligation,  contingent  or  otherwise  in  connection with such sale (other than to deliver the Receivables purported to be sold free and clear  of any encumbrance and other than as permitted by Section 6.04(n)), and (ii) such sale is for cash  and fair market value.         “Permitted  First  Priority  Refinancing  Debt”  shall  mean  any  secured  Indebtedness  incurred by any Loan Party in the form of one or more series of senior secured notes under one or  more indentures; provided that (i) such Indebtedness is secured by the Collateral (or a portion  thereof) on a pari passu basis (but without regard to the control of remedies, which shall be as set  forth  in  the  Intercreditor  Agreement)  with  the  Secured  Obligations  and  is  not  secured  by  any  property or assets other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement  Refinancing Indebtedness in respect of Term Loans (including portions of Classes of Term Loans,  Other Term Loans or Incremental Term Loans), (iii) such Indebtedness does not mature or have  scheduled amortization or payments of principal and is not subject to mandatory redemption or  prepayment  (except  customary  asset  sale  or  change  of  control  provisions,  which  asset  sale  provisions may require the application of proceeds of asset sales and casualty events co-extensive                                         72  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  with those set forth in Section 2.10(c) and 2.10(e), as applicable, to make mandatory prepayments  or prepayment offers out of such proceeds on a pari passu basis with the Secured Obligations, all  other Permitted First Priority Refinancing Debt and all Additional Senior Secured Indebtedness),  in each case prior to the date that is 181 days after the Latest Maturity  Date at the time such  Indebtedness  is  incurred,  (iv)  the  security  agreements  relating  to  such  Indebtedness  are  substantially  the  same  as  the  Security  Documents  (with  such  differences  as  are  reasonably  satisfactory to the Administrative Agent), (v) such Indebtedness is not guaranteed by any Persons  other than the Loan Parties, (vi) the other terms and conditions of such Indebtedness (excluding  pricing,  premiums  and  optional  prepayment  or  optional  redemption  provisions)  are  customary  market terms for securities of such type (provided that such terms shall in no event include any  financial maintenance covenants) and, in any event, when taken as a whole, are not materially  more favorable to the investors providing such Indebtedness than the terms and conditions of the  applicable Refinanced Debt (except with respect to any terms (including covenants) and conditions  contained  in  such  Indebtedness  that  are  applicable  only  after  the  then  Latest  Maturity  Date)  (provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least  five  Business  Days  prior  to  the  incurrence  of  such  Indebtedness,  together  with  a  reasonably  detailed description of the material terms  and conditions of such Indebtedness or drafts of the  documentation relating thereto, stating that the Designated Company has determined in good faith  that  such  terms  and  conditions  satisfy  the  requirement  of  this  clause  (vi)  shall  be  conclusive  evidence that such terms and conditions satisfy such requirement unless the Administrative Agent  notifies the Designated Company within such five Business Day period that it disagrees with such  determination (including a reasonable description of the basis upon which it disagrees)), (vii) no  Default shall exist immediately prior to or after giving effect to such incurrence and (viii) a Senior  Representative acting on behalf of the holders of such Indebtedness shall have become party to the  Intercreditor Agreement.  Permitted First Priority Refinancing Debt will include any Registered  Equivalent Notes issued in exchange therefor.         “Permitted Fiscal Unity Liability” shall mean any joint and several liability arising as a  result of an Loan Party being a member of a fiscal unity permitted under Section 3.31.         “Permitted German Alternative Financing” shall mean a financing or other transaction  of the type permitted by Section 6.01(e), 6.01(m), 6.06(e), or 6.06(r) with respect to Accounts or  Inventory of one or more German Guarantors; provided that (i) no Default exists or would result  therefrom and the representations and warranties set forth in the Loan Documents shall be true and  correct in all material respects on and as of the date thereof, with the same effect as though made  on such date, except to the extent such representations and warranties expressly relate to an earlier  date, (ii) from and after the date of any Permitted German Alternative Financing, the amount of  the German Borrowing Base (as defined in the Revolving Credit Agreement) shall be deemed to  be zero, and availability under the Swiss  Borrowing Base (as defined in the Revolving Credit  Agreement) in respect of Accounts sold pursuant to a German Receivables Purchase Agreement  shall be deemed to  be zero, (iii) on or prior to  the date of any Permitted German Alternative  Financing, Novelis Deutschland GmbH shall have prepaid all of its outstanding loans under the  Revolving Credit Agreement in full in cash, in accordance with the terms thereof, (iv) from and  after the date of any Permitted German Alternative Financing, Novelis Deutschland GmbH shall  not be permitted to request or borrow any loans under the Revolving Credit Agreement and shall                                         73  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  be deemed no longer to be a borrower thereunder, and (v) the applicable Loan Parties shall have  terminated  the  German  Receivables  Purchase  Agreement;  and provided, further,  that  notwithstanding any provision of Section 11.02, the Agents are hereby authorized by the Lenders  to make any amendments to the Loan Documents that are necessary or appropriate in the judgment  of the Administrative Agent to reflect such Permitted German Alternative Financing.         “Permitted Holding Company Assets” shall mean for any Person (i) Deposit Accounts;  provided that the aggregate amount on deposit in such accounts at the end of each day shall not  exceed $1,000,000 (or the equivalent thereof); provided, further, that, so long as no Default is then  continuing, the amount on deposit in such accounts may exceed such amount if such deposits are  applied to settle an Investment permitted under Section 6.04 within three Business Days of the  deposit  therein,  (ii)  Equity  Interests  in  Subsidiaries  pledged  under  Security  Documents,  (iii)  intangible rights required to exist and do business as a holding company, and (iv) rights under  contracts and licenses with Holdings (and, on and after the Specified AV Minerals Joinder Date,  AV  Minerals) and  its  Subsidiaries  permitted  hereunder; provided,  that  Permitted  Holding  Company Assets shall not include (x) any Intellectual Property (other than customary inbound  licenses to use Intellectual Property of the Companies necessary to operate the business of such  Person) or (y) any other contracts or licenses that are material to the business of Holdings (and, on  and after the Specified AV Minerals Joinder Date, AV Minerals) and its Subsidiaries, taken as a  whole.         “Permitted Holdings Amalgamation” shall mean the amalgamation of Holdings and the  Borrower on a single occasion following the Closing Date; provided that (i) no Default exists or  would result therefrom and the representations and warranties set forth in the Loan Documents  shall be true and correct in all material respects on and as of the date of the amalgamation, with  the  same  effect  as  though  made  on  such  date,  except  to  the  extent  such  representations  and  warranties expressly relate to an earlier date (in which case such representations and warranties  shall be true and correct in all material respects as of such earlier date), (ii) the person resulting  from  such  amalgamation  shall  be  a  corporation  amalgamated  under  the  Canada  Business  Corporations Act (such resulting person, the “Successor Borrower”), and the Successor Borrower  shall expressly assume and confirm its obligations as Borrower under this Agreement and the other  Loan Documents to which Borrower is a party pursuant to a confirmation in form and substance  reasonably satisfactory to the Administrative Agent, (iii) immediately upon consummation of such  amalgamation, (x) if such amalgamation occurs prior to the Designated Holdco Effective Date,  AV Minerals, or (y) if such amalgamation occurs prior to the Designated Holdco Effective Date  and prior to the commencement of the Permitted Reorganization, a new holding company with no  material assets other than Equity Interests in the Successor Borrower (such Person described in  clause (x) or (y), “Successor Holdings”), shall (A) be, (1) in the case of AV Minerals, organized  under the laws of the Netherlands, or (2) in the case of any other holding company, organized  under  the  laws  of  the  Netherlands,  England  and  Wales,  Canada,  or  a  province  or  territory  of  Canada, (B) directly own 100% of the Equity Interests in the Successor Borrower; provided that,  if such amalgamation occurs on or after the Designated Holdco Effective Date, then Designated  Holdco shall directly own 100% of the Equity Interests in the Successor Borrower and Successor  HoldingsAV Minerals shall own 100% of the Equity Interests of Designated Holdco, (C) execute  a supplement or joinder to this Agreement in form and substance reasonably satisfactory to the                                         74  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Administrative Agent to become a Guarantor and execute Security Documents (or supplements or  joinder agreements thereto) in form and substance reasonably satisfactory to the Administrative  Agent, and take all actions necessary or advisable in the opinion of the Administrative Agent or  the Collateral Agent to cause the Lien created by the applicable Security Documents to be a duly  perfected First Priority Lien in accordance with all applicable Requirements of Law, including the  filing  of  financing  statements  (or  other  applicable  filings)  in  such  jurisdictions  as  may  be  reasonably requested by the Administrative Agent or the Collateral  Agent, and to  assume and  confirm its obligations as Holdings under this Agreement and the other Loan Documents and (D)  subject to the terms of the Intercreditor Agreement, pledge and deliver to the Collateral Agent the  certificates, if any, representing all of the Equity Interests owned by Successor Holdings), together  with undated stock powers or other appropriate instruments of transfer executed and delivered in  blank by a duly authorized officer of Successor Holdings, (iv) be in compliance with all covenants  and obligations of Holdings (and, on and after the Designated Holdco Effective Date, Designated  Holdco) under this Agreement, (v) immediately after giving effect to any such amalgamation, the  Senior Secured Net Leverage Ratio is not greater than the Senior Secured Net Leverage Ratio  immediately prior to such amalgamation, which shall be evidenced by a certificate from the chief  financial officer of the Borrower demonstrating such compliance calculation in reasonable detail,  (vi)  the  Successor  Borrower  shall  have  no  Indebtedness  after  giving  effect  to  the  Permitted  Holdings Amalgamation other than Indebtedness of the Borrower in existence immediately prior  to the consummation of the Permitted Holdings Amalgamation, (vii) each other Guarantor, shall  have by a confirmation in form and substance reasonably satisfactory to the Administrative Agent,  confirmed that its guarantee of the Guaranteed Obligations (including its Guarantee) shall apply  to the Successor Borrower’s obligations under this Agreement, (viii) the Borrower and each other  Guarantor shall have by confirmations and any required supplements to the applicable Security  Documents reasonably requested by the Administrative Agent, in each case, in form and substance  reasonably satisfactory to the Administrative Agent, confirmed that its obligations thereunder shall  apply  to  the  Successor  Borrower’s  obligations  under  this Agreement  and  the  other  Loan  Documents and (ix) each Loan Party shall have delivered opinions of counsel and related officers’  certificates reasonably requested by the Administrative Agent with respect to the execution and  delivery  and  enforceability  of  the  documents  referred  to  above  and  the  compliance  of  such  amalgamation with the provisions hereof, and all such opinions of counsel shall be satisfactory to  the Administrative Agent; and provided, further, that (x) if the foregoing are satisfied, Successor  Holdings will be substituted for and assume all obligations of AV Metals under this Agreement  and each of the other Loan Documents and all references hereunder and under the other Loan  Documents to Holdings shall be references to the such Person and (2) the Successor Borrower  shall be substituted for Novelis Inc. under this Agreement and each of the other Loan Documents  and shall assume all obligations of Novelis Inc. under this Agreement and each of the other Loan  Documents and all references hereunder and under the other Loan Documents to the Borrower  shall  be  references  to  the  Successor  Borrower  and  (y) notwithstanding  any  provision  of  Section 11.02,  the  Administrative  Agent  is  hereby  authorized  by  the  Lenders  to  make  any  amendments to the Loan Documents that are necessary to reflect such changes in the parties to the  applicable Loan Documents.         “Permitted Holdings Indebtedness” shall mean unsecured Indebtedness of Holdings (or,  on and after the Specified AV Minerals  Joinder Date, AV Minerals) (i) with  respect  to  which  neither the Designated Company nor any Subsidiary has any Contingent Obligation, (ii) that will                                         75  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  not mature prior to the 180th day following the Latest Maturity Date, (iii) that has no scheduled  amortization of principal prior to the 180th day following the Latest Maturity Date, (iv) that does  not require any payments in cash of interest or other amounts in respect of the principal thereof  (other than optional redemption provisions customary for senior discount or “pay-in-kind” notes)  for a number of years from the date of issuance or incurrence thereof equal to at least one-half of  the  term  to  maturity  thereof,  (v)  that  has  mandatory  prepayment,  repurchase  or  redemption,  covenant, default and remedy provisions customary for senior discount or “pay-in-kind” notes of  an issuer that is the parent of a borrower under senior secured credit facilities and (vi) that is issued  to a person that is not an Affiliate of the Designated Company or any of Holdings’ (or, on and after  the  Specified  AV  Minerals  Joinder  Date,  AV  Minerals’) Subsidiaries  in  an  arm’s-length  transaction on fair market terms; provided that at least five Business Days prior to the incurrence  of such Indebtedness, a Responsible Officer of Holdings (in the case of Indebtedness incurred by  Holdings) (or, on and after the Specified AV Minerals Joinder Date, AV Minerals, in the case of  Indebtedness incurred by AV Minerals) shall have delivered a certificate to the Administrative  Agent (together with a reasonably detailed description of the material terms and conditions of such  Indebtedness or drafts of the documentation relating thereto) stating that Holdings has determined  in good faith that such terms and conditions satisfy the foregoing requirements.         “Permitted Liens” shall have the meaning assigned to such term in Section 6.02.         “Permitted Novelis Switzerland Financing” shall mean a financing or other transaction  of  the  type  permitted  by Section  6.01(e) or 6.06(e) with  respect  to  any  Accounts  of  Novelis  Switzerland; provided that  (i)  after  giving  effect  to  such  financing,  no  Accounts  of  Novelis  Switzerland  shall  be  included  in  the  borrowing  base  for  purposes  of  the  Revolving  Credit  Agreement,  and  (ii)  no  Default  exists  or  would  result  therefrom  and  the  representations  and  warranties set forth in the Loan Documents shall be true and correct in all material respects on and  as of the date thereof, with the same effect as though made on such date, except to the extent such  representations  and  warranties  expressly  relate  to  an  earlier  date  and provided, further,  that  notwithstanding any provision of Section 11.02, the Agents are hereby authorized by the Lenders  to make any amendments to the Loan Documents that are necessary or appropriate in the judgment  of the Administrative Agent to reflect such Permitted Novelis Switzerland Financing.           “Permitted Prepayments” shall have the meaning assigned to such term in Section 6.11.         “Permitted  Refinancing”  shall  mean,  with  respect  to  any  person,  any  refinancing  or  renewal of any Indebtedness of such person; provided that (a) the aggregate principal amount (or  accreted value, if applicable) of the Indebtedness incurred pursuant to such refinancing or renewal  does  not  exceed  the  aggregate  principal  amount  (or  accreted  value,  if  applicable)  of  the  Indebtedness so refinanced or renewed except by an amount equal to unpaid accrued interest and  premium thereon and any make-whole payments applicable thereto plus other reasonable amounts  paid, and fees and expenses reasonably incurred, in connection with such refinancing or renewal  and by an amount equal to any existing commitments unutilized thereunder (it being understood  that the aggregate principal amount (or accreted value, if applicable) of the Indebtedness being  incurred may be in excess of the amount permitted under this clause (a) to the extent such excess                                         76  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  does not constitute a Permitted Refinancing and is otherwise permitted under Section 6.01), (b)  such refinancing or renewal has a final maturity date equal to or later than the final maturity date  of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average  Life  to  Maturity  of,  the  Indebtedness  being  refinanced  or  renewed  (excluding  the  effects  of  nominal amortization in the amount of no greater than one percent per annum and prepayments of  Indebtedness), (c) no Default is then continuing or would result therefrom, (d) the persons that are  (or are required to be) obligors under such refinancing or renewal do not include any person that  is not (or is not required to be) an obligor under the Indebtedness being so refinanced or renewed  (or, in the case of a Permitted Refinancing of the Senior Notes, such obligors are Loan Parties  (other than Holdings and AV Minerals)) and (e) the subordination provisions thereof (if any) shall  be, in the aggregate, no less favorable to the Lenders than those contained in the Indebtedness  being so refinanced or renewed; provided that at least five Business Days prior to the incurrence  of  such  refinancing  or  renewal,  a  Responsible  Officer  of  the  Designated Company  shall  have  delivered an Officers’ Certificate to the Administrative Agent (together with a reasonably detailed  description  of  the  material  terms  and  conditions  of  such  Indebtedness  or  drafts  of  the  documentation relating thereto) certifying that the Designated Company has determined in good  faith that such terms and conditions satisfy the foregoing requirements.         “Permitted Reorganization” shall mean, at any time prior to a Qualified Borrower IPO,  an internal reorganization of Holdings and its Subsidiaries to effect any or all of the Permitted  Reorganization Actions, subject to the following terms and conditions; provided that the Permitted  Reorganization shall not occur if the Permitted Holdings Amalgamation occurs and AV Minerals  is not Successor Holdings:         (a)   both immediately before and immediately after giving effect to each step of the  Permitted Reorganization, and at all times during the Permitted Reorganization:               (i)   the Permitted Reorganization, each Permitted Reorganization Action, and                    each step taken in furtherance of the Permitted Reorganization and of each                    Permitted Reorganization Action, shall not reduce or impair the value or                    benefit of the Guarantee, any Foreign Guarantee, or the Collateral; provided                    that (x) the re-starting of any fraudulent conveyance, fraudulent transfer,                    preference  or  hardening  period  with  respect  to  any  Guarantee,  Foreign                    Guarantee  or  Lien  under  applicable  Requirements  of  Law  and  (y) any                    limitations under the laws of Switzerland with respect to the enforcement                    of any share pledge with  respect  to  the Equity  Interests directly held  by                    Novelis AG, Novelis Switzerland SA or the Surviving Swiss Subsidiary, as                    applicable,  following  any  sale,  Distribution  or  other  transfer  described                    under clause (f) or (h) of the definition of Permitted Reorganization Actions                    shall not, in itself, constitute a reduction or impairment for purposes of this                    clause (a);               (ii)  no Default shall have occurred and be continuing or would result therefrom,                    and each of the representations and warranties made by any Loan Party set                                         77  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                    forth in ARTICLE III hereof or in any other Loan Document (other than                    Hedging Agreements) shall be true and correct in all material respects on                    and as of the date of such step of the Permitted Reorganization with the                    same effect as though made on and as of such date, except to the extent such                    representations and warranties expressly relate to an earlier date, in which                    case such representations and warranties shall have been true and correct in                    all material respects as of such earlier date, and a Responsible Officer of the                    Designated  Company  (after  giving  effect  to  such  step  of  the  Permitted                    Reorganization) shall have provided an Officer’s Certificate certifying as to                    the matters in clause (a)(i) and this clause (a)(ii);               (iii) no Person involved in any step of the Permitted Reorganization that is not                    a Loan Party, solely for the period of time that such Person is not a Loan                    Party,  shall  hold  or  own  any  Collateral  or  any  assets  that  constituted                    Collateral  immediately  prior  to  or  during such  step  of  the  Permitted                    Reorganization;               (iv)  any Collateral shall remain subject to (or, in the case of Collateral created                    as part of any step of the Permitted Reorganization, shall become subject to,                    at or prior to the time such step is effected) a duly perfected Lien in favor                    of the Collateral Agent in accordance with all applicable Requirements of                    Law,  including  the  filing  of  financing  statements  (or  other  applicable                    filings)  in  such  jurisdictions  as  may  be  reasonably  requested  by  the                    Collateral Agent, in each case in accordance with the terms of the Loan                    Documents  (without  regard  to  any  time  periods  provided  for  herein  or                    therein);               (v)   the Guarantee and each Foreign Guarantee shall continue to be effective and                    fully enforceable in accordance with its terms, it being understood that a                    Loan Party shall not be in violation of this clause (v) solely as a result of its                    amalgamation, consolidation, merger or dissolution with and into another                    Loan Party so long as such amalgamation, consolidation or merger complies                    with the requirements of Section 6.05(c); and               (vi)  notwithstanding the foregoing, the Administrative Agent may reasonably                    require that any Loan Party enter into a new Guarantee, Foreign Guarantee,                    and new Security Documents, as applicable, or reaffirmations of any of the                    foregoing, in each case in form and substance reasonably satisfactory to the                    Administrative  Agent,  in  connection  with  any  step  of  the  Permitted                    Reorganization, in order to reaffirm, preserve or otherwise give effect to the                    foregoing requirements;         (b)   [intentionally omitted];                                         78  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (c)   the  Borrower  shall  have  provided  all  notices  and  certificates  required  to  be  delivered,  within  the  time  period  required  to  be  delivered,  to  the  applicable  Agent  under  the  applicable Loan Documents in order to consummate each step of the Permitted Reorganization;  provided that, without limiting the notice requirements in this definition, the Administrative Agent  may waive in writing in advance any such notice period with respect to such step, and each Lender  hereby authorizes the Administrative Agent to waive any such notice period;         (d)   the Permitted Reorganization shall be completed no later than the close of business  on the one year anniversary of the date that the Companies commence the first step of the Permitted  Reorganization (without regard to the formation of Designated Holdco, for so long as Designated  Holdco does not own any Equity Interests in any Loan Party or any other Subsidiary) or such  longer period as may be agreed to by the Administrative Agent in its sole discretion;         (e)   prior to commencing any step of the Permitted Reorganization, each step of the  Permitted  Reorganization  shall  be  permitted  under  the  documents  evidencing  Material  Indebtedness;         (f)   [intentionally omitted];         (g)   no later than the date that is five Business Days prior to the date that each step of  the Permitted Reorganization is commenced (or such later date agreed to by the Administrative  Agent), the Designated Company shall have delivered to the Administrative Agent a certificate  from a Financial Officer of the Designated Company setting forth the commencement date of such  step of the Permitted Reorganization, and certifying that all actions taken in connection with such  step comply with the terms of this definition, the definition of Permitted Reorganization Actions,  and the terms of the Loan Documents; provided that the first certificate delivered pursuant to this  clause  (g) shall  also  state  that  the  step  (or  steps)  described  in  such  certificate  constitute  the  commencement of the Permitted Reorganization, and shall state the date by which the Permitted  Reorganization must be completed in accordance with clause (d) above;         (h)   in  the  case  of  AV  Minerals,  Designated  Holdco,  and  each  new  Subsidiary  amalgamated, created or otherwise formed as part of any step of the Permitted Reorganization,  such Person shall become a Loan Party (in the case of any Subsidiary of Designated Holdco other  than  the  Co-Borrowers,  Novelis  Acquisitions  and  Aleris,  solely  to  the  extent  required  under  Section 5.11 or otherwise in  order to  comply  with  the other clauses  of this  definition and the  definition of Permitted Reorganization Actions) pursuant  to  the terms  of the  Loan Documents  (without regard to any time periods provided for herein or therein) and shall become party to and/or  execute  and  deliver  the  Guarantee,  each  applicable  Foreign  Guarantee,  and  each  applicable  Security Document, at or prior to the time such step is effected;         (i)   [intentionally omitted];                                          79  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (j)   [intentionally omitted];         (k)   notwithstanding any other provision in any  Loan Document to the contrary, the  Loan Parties shall gross-up and otherwise indemnify each Agent and each other Secured Party for  all Taxes incurred by such Agent or Secured Party as a result of the Permitted Reorganization or  any  step thereof  (including  any such Taxes  arising  after the consummation of any step of the  Permitted Reorganization, whether as a result of a Person becoming Holdings or otherwise), and  this Agreement shall be amended as may be necessary or appropriate, in the reasonable opinion of  the  Administrative  Agent  (and  implemented  pursuant  to  documentation  agreed  by  the  Administrative Agent, the Collateral Agent and the Designated Company, such agreement not to  be  unreasonably  withheld),  to  give  effect  to  such  gross-up  and  indemnification  (including  the  addition of gross-up and indemnification provisions applicable, in the reasonable opinion of the  Administrative Agent, to implement such gross up and indemnity obligations); provided, however,  that solely for purposes of this clause (k), “Taxes” shall not include any (i) Taxes imposed on or  measured by overall net income (however denominated), franchise Taxes (in lieu of net income  taxes), and branch profits Taxes, in each case, (x) imposed as a result of such recipient being  organized  under  the  laws  of,  or  having  its  principal  office  or,  in  the  case  of  any  Lender,  its  applicable  lending  office  located  in,  the  jurisdiction  imposing  such  Tax  (or  any  political  subdivision  thereof)  or  (y) that  are  Other  Connection  Taxes, (ii)  Taxes  attributable  to  such  recipient’s failure to comply with Section 2.15(e), and (iii) any U.S. federal withholding Taxes  imposed under FATCA;         (l)   prior  to  or  concurrently  with  the  consummation  of  each  step  of  the  Permitted  Reorganization, the Loan Parties shall deliver or cause to be delivered:               (i)   all  documents  reasonably  requested  by  the  Administrative  Agent  in                    connection  with  the  Permitted  Reorganization  and/or  such  step  thereof,                    including, but not limited to, documents consistent with those described in                    Sections 4.01(k), 4.02(b), (c), (d), (g) through (n), and Schedule 5.15, in                    each  case  in  form  and  substance  reasonably  acceptable  to  the                    Administrative Agent; and               (ii)  favorable written opinions of Torys, LLP (or other nationally recognized                    U.S. counsel for the Loan Parties) and each local and foreign counsel of the                    Loan Parties (or, in the case of Loan Documents governed by or entities                    organized  under  the  laws  of  the  United  Arab  Emirates  or  the  Dubai                    International Financial Centre, counsel to the Administrative Agent and the                    Collateral Agent), in each case reasonably requested by the Administrative                    Agent, in each applicable jurisdiction and addressed to the Agents and the                    Lenders,  covering  such  matters  relating  to  the  Loan  Documents  and  the                    Permitted  Reorganization  and/or  such  step  thereof  as  the  Administrative                    Agent  shall  reasonably  request,  and  in  each  case  in  form  and  substance                    reasonably  satisfactory  to  the  Administrative  Agent,  including,  but  not                    limited to, opinions covering:                                         80  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                    (1)   creation or continued validity and perfection of the Guarantees, the                          Foreign Guarantees, or the Collateral after giving effect to such step                          of the Permitted Reorganization;                     (2)   enforceability of all Loan Documents, and confirmation or similar                          opinions as to the validity and enforceability of the Guarantees and                          the Foreign Guarantees and all Security Documents;                     (3)   validity  of  debt  claims  in  connection  with  all  Loans  and  all                          Guarantees and Foreign Guarantees; and                     (4)   no  conflict  with  organizational  documents,  Requirements  of  Law                          and any documents evidencing Material Indebtedness;          (m)   notwithstanding any other provision in any  Loan Document to the contrary, the  Administrative  Agent,  the  Collateral  Agent  and  the  Designated  Company  may  make  (and  the  Administrative Agent and the Collateral Agent are hereby authorized by the Lenders to make) such  amendments,  restatements  and  other  modifications  to  the  Loan  Documents  (other  than  the  definition  of  Permitted  Reorganization  except  to  the  extent  provided  for  therein)  as  may  be  necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Collateral  Agent, and the Designated Company, to effect the terms of the Permitted Reorganization, in each  case in a manner consistent with the terms and conditions set forth in this definition and in forms  mutually agreed by the Agents and the Designated Company;         (n)    The  Co-Borrowers  shall  pay  or  cause  the  applicable  Loan  Party  to  pay  all  reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the  Mandated Lead Arrangers, and their respective Affiliates (including the reasonable fees, charges  and  disbursements  of  one  primary  transaction  counsel  (plus  local  counsel  in  each  applicable  jurisdiction)) in connection with the Permitted Reorganization, and all documents, filings, and any  amendment, amendment and restatement, modification or waiver of the provisions hereof or of  any other Loan Document (whether or not the Permitted Reorganization shall be consummated);  and          (o)   Notwithstanding any provision in any Loan Document to the contrary, with respect  to each step of the Permitted Reorganization, the Administrative Agent may require amendments  and  modifications  to  (i) the  Loan  Documents  (or  new  Guarantees  and  Foreign  Guarantees)  to  ensure that the Guarantees and the Foreign Guarantees effectively result in the Secured Obligations  of  each  Co-Borrower  being  guaranteed  by  each  Guarantor  (excluding  a  guarantee  by  a  Co- Borrower of its own Secured Obligations) upon and after giving effect to such step of the Permitted  Reorganization  and  (ii)  the  Loan  Documents  (or  new  Security  Documents)  to  ensure  that  the  Collateral immediately prior to such step of the Permitted Reorganization which is granted by any  Loan  Party  (and  assets  required  to  be  pledged  as Collateral)  effectively  secures  the  Secured                                         81  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Obligations of such Loan Party (or any additional Loan Parties) upon and after giving effect to  such  step  of  the  Permitted  Reorganization.  Such  amendments,  modifications  and  other  Loan  Documents so required by the Administrative Agent shall, notwithstanding any provision in any  Loan  Document  to  the  contrary,  become  effective  upon  execution  and  delivery  by  the  Administrative Agent, the Collateral Agent and the applicable Loan Party, and shall not require  the approval of any Lenders, and the Loan Parties agree to execute and deliver such amendments,  modifications and other Loan Documents as may be reasonably requested by the Administrative  Agent.         The  Collateral  Agent  is  hereby  authorized  to  file  UCC  or  PPSA  financing statements,  mortgages, and all other documents, filings and registrations in each applicable jurisdiction as the  Collateral  Agent  (after  consultation  with  its  counsel)  reasonably  determines  is  advisable  in  connection with the steps contemplated by the Permitted Reorganization in order to preserve or  maintain the Liens securing the Secured Obligations or the perfection or recordation of such Liens,  or to create or perfect or record Liens granted by Loan Parties in connection with or following the  consummation of each step of the Permitted Reorganization.         “Permitted Reorganization Actions” shall mean any or all of the following, in the case  of each such action, subject to the satisfaction of each of the terms and conditions set forth in the  definition of Permitted Reorganization:         (a)   the formation of U.K. Holdco by AV Minerals;         (b)   the designation by the Borrower in a signed written notice delivered to the Agents  of U.K. Holdco as “Designated Holdco” and the concurrent contribution, sale or other transfer of  100% of the Equity Interests in AV Metals (or, if the Permitted Holdings Amalgamation occurs  on or prior to such date, Successor Borrower) from AV Minerals to Designated Holdco;         (c)   the sale, Distribution, contribution or other transfer of no more than 12.5% of the  aggregate amount of Voting Stock and other Equity  Interests in  Novelis  Aluminium Holdings  Unlimited plus one additional share of such Voting Stock by Borrower to AV Minerals (and any  substantially concurrent interim sale, Distribution, contribution or other transfer of such Equity  Interests to a Loan Party to effect such sale, Distribution, contribution or other transfer) and, if  applicable, the substantially concurrent issuance of an Intercompany Note by each Loan Party that  acquires such Equity Interests to the Loan Party that sells, Distributes, contributes or otherwise  transfers such Equity Interests to it, as consideration for such sale, Distribution, contribution or  other transfer;         (d)   the Permitted Holdings Amalgamation;         (e)   the merger of Novelis AG and Novelis Switzerland SA;                                         82  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (f)   the sale, Distribution or other transfer of 100% or less of the Equity Interests in  Novelis Holdings Inc. from Borrower to Designated Holdco;         (g)   the sale, Distribution, contribution or other transfer of 100% of the Equity Interests  in  Novelis  Holdings  Inc. from  Designated Company and/or  Borrower to  Novelis  AG, Novelis  Switzerland SA, the survivor of the merger of Novelis AG and Novelis Switzerland SA pursuant  to clause (e) above (the “Surviving Swiss Subsidiary”) or, to the extent required by clause (iii)  below,  New  U.S.  Holdings  (and  any  substantially  concurrent  interim  sale,  Distribution,  contribution or other transfer of such Equity Interests to an Unrestricted Grantor to effect such  sale, Distribution, contribution or other transfer) and, if applicable, the substantially concurrent  issuance of an Intercompany Note by each Loan Party that acquires such Equity Interests to the  Loan Party that sells, Distributes, contributes or otherwise transfers such Equity Interests to it, as  consideration for such sale, Distribution, contribution or other transfer; and         (h)   the sale, Distribution, contribution or other transfer by a Loan Party (such Loan  Party,  the  “Transferring  Loan  Party”)  of  100%  of  the  Equity  Interests  (other  than  Equity  Interests in Novelis Holdings Inc.) in any Subsidiary of Designated Company (such subsidiary,  the  “Transferred  Subsidiary”),  to  an  Interim  Holding  Company  that  has  complied  with  the  requirements of clause (iv) below  (and any substantially  concurrent  interim sale, Distribution,  contribution  or  other  transfer  of  such  Equity  Interests  to  a  Loan  Party  to  effect  such  sale,  Distribution, contribution or other transfer) and, if applicable, the substantially concurrent issuance  of an Intercompany Note by each Loan Party that acquires such Equity Interests to the Loan Party  that sells, Distributes, contributes or otherwise transfers such Equity Interests to it, as consideration  for such sale, Distribution, contribution or other transfer;   provided that:                               (i)     the commencement of any of the actions described in                  clauses (b), (c), (f), (g) or (h) above (in the case of clauses (g) and (h) above,                  solely to the extent that Designated Company is Designated Holdco) shall be                  conditioned  on  each  of  AV  Minerals  and  U.K.  Holdco  having  become                  Guarantors and having granted Liens on their assets to secure the Secured                  Obligations  on  terms  consistent  with  the  terms  of  the  Loan  Documents,                  including, but not limited to, the requirements set forth in clause (l) of the                  definition of Permitted Reorganization and in Sections 5.11 and 5.12 hereof                  (without  regard  to  any  time  periods  set  forth  therein)  (collectively,  the                  “Joinder Requirements”);                               (ii)    the commencement of any of the actions described in                  clauses (c), (f), (g) or (h) above (in the case of clauses (g) and (h) above,                  solely to the extent that Designated Company is Designated Holdco) shall be                  conditioned on the completion of the actions described in clauses (a) and (b)                  above;                                          83  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                              (iii)   each sale, Distribution, contribution or other transfer                  described  in clause  (g) above  shall  be  conditioned  on  either  (x) Novelis                  Holdings Inc. not owning, following such action and thereafter, any assets                  other than the Equity Interests in its direct Subsidiaries and the Permitted                  Holding Company Assets or (y) the formation of a new Subsidiary (“New                  U.S. Holdings”) organized under the laws of any State of the United States                  or  the  District  of  Columbia  that  is  a  direct  Wholly  Owned  Subsidiary  of                  Novelis AG, Novelis Switzerland SA, or the Surviving Swiss Subsidiary, and                  that (1) directly and wholly owns Novelis Holdings Inc. and (2) indirectly                  wholly owns Novelis Acquisitions (and, immediately after giving effect to                  the merger of Novelis Acquisitions with and into Aleris in connection with                  the  Aleris  Acquisition,  Aleris); provided that  this subclause (y) shall  be                  further  conditioned  on  New  U.S.  Holdings  complying  with  the  Joinder                  Requirements; provided, further,  that  New  U.S.  Holdings  shall  not  be                  permitted to own, on and after the date of such action, any assets other than                  the Permitted Holding Company Assets;                               (iv)    each sale, Distribution, contribution or other transfer                  described in clause (h) above shall be conditioned on either the creation of a                  newly  formed  Unrestricted  Grantor  or  the  existence  of  an  existing                  Unrestricted  Grantor,  in  each  case  that  has  complied  with  the  Joinder                  Requirements  (such  Unrestricted  Grantor,  an  “Interim  Holding                  Company”), which Person shall be a direct Wholly Owned Subsidiary of                  Novelis AG, Novelis Switzerland SA, or the Surviving Swiss Subsidiary, and                  that shall directly wholly own the Transferred Subsidiary so sold, Distributed,                  contributed or transferred pursuant to such transaction; provided that such                  Unrestricted Grantor shall not be permitted to own, on and after the date of                  such action, any assets other than the Permitted Holding Company Assets;                  provided, further, that if such Transferred Subsidiary is an Aleris German                  Non-Wholly Owned Subsidiary, (1) the Tulip Foundation may continue to                  directly  or  indirectly  own  Equity  Interests  in  such  Aleris  German  Non-                 Wholly Owned Subsidiary so long as the Tulip Conditions are satisfied at all                  times and (2) any other Aleris German Non-Wholly Owned Subsidiary that                  owns such Transferred Subsidiary prior to the occurrence of such transfer                  may continue to own Equity Interests in such Transferred Subsidiary;                               (v)     except as provided in clauses (i) through (iv) above,                  the actions described in clauses (d), (e), (g), and (h) are not conditioned on                  the  occurrence  of  any  of  such  other  actions  or  the  actions  described  in                  clauses (a), (b) or (c);                               (vi)    the  order  of  the  actions  described  in clauses  (a)                  through (h) above may be changed as long as the conditions specified for                  such action in clauses (i) through (v) above are satisfied; and                                         84  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                              (vii)   the obligations under each Intercompany Note issued                  in connection with any action or interim action described in clause (g) or (h)                  above shall be subordinated to the Secured Obligations on terms reasonably                  satisfactory to the Administrative Agent  and shall constitute Subordinated                  Indebtedness hereunder.         “Permitted Revolving Credit Facility Refinancing” shall mean any credit facility that  refinances  or  renews or  replaces  any of the  Indebtedness  incurred and  commitments  available  under  the  Revolving  Credit  Loan  Documents (which  may  be  an  asset-based  or  cash  flow  financing); provided that (a) the aggregate principal amount (or accreted value, if applicable) of  all  such  Indebtedness,  after  giving  effect  to  such  refinancing  or  renewal,  shall  not  exceed  the  Maximum Revolving Credit Facility Amount then in effect plus an amount equal to unpaid accrued  interest and premium on the Indebtedness being so refinanced or renewed plus other reasonable  amounts paid, and fees and expenses reasonably incurred, in connection with such refinancing or  renewal, (b) such refinancing or renewal has a final maturity date equal to or later than the final  maturity date of the Indebtedness being so refinanced or renewed, (c) no Default is existing or  would result therefrom, (d) the collateral securing such refinancing, renewal or replacement is not  greater than the Collateral  (but without regard to whether such collateral is treated as Pari Passu  Priority Collateral or Revolving Credit Priority Collateral for purposes of such credit facility under  the Intercreditor Agreement) and (e) the persons that are (or are required to be) obligors under such  refinancing or renewal do not include any person that is not an obligor under the Indebtedness  being so refinanced or renewed (unless, in the case of a refinancing of Indebtedness of a Loan  Party, such persons are or become obligors under the Loan Documents); provided that at least five  Business Days prior to the incurrence of such refinancing or renewal, a Responsible Officer of the  Designated Company shall have delivered an Officers’ Certificate to the Administrative Agent  (together  with  a  reasonably  detailed  description  of  the  material  terms  and  conditions  of  such  Indebtedness  or  drafts  of  the  documentation  relating  thereto)  certifying  that  the  Designated  Company  has  determined  in  good  faith  that  such  terms  and  conditions  satisfy  the  foregoing  requirements.         “Permitted  Second  Priority  Refinancing  Debt”  shall  mean  secured  Indebtedness  incurred by any Loan Party in the form of one or more series of junior lien secured notes under  one or more indentures or junior lien secured loans under one or more other debt instruments or  facilities; provided that (i) such Indebtedness is secured by a Junior Lien on the Collateral (or a  portion thereof) and is not secured by any property or assets other than the Collateral, (ii) such  Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Term Loans  (including portions of Classes of Term Loans, Other Term Loans or Incremental Term Loans), (iii)  such Indebtedness does not mature or have scheduled amortization or payments of principal and  is not subject to mandatory redemption or prepayment (except customary asset sale or change of  control provisions), in each case prior to the date that is 181 days after the Latest Maturity Date at  the time such Indebtedness is incurred, (iv) subject to clause (vii) below, the security agreements  relating to such Indebtedness are substantially the same as the Security Documents (with such  differences as are reasonably satisfactory to the Administrative Agent), (v) such Indebtedness is  not guaranteed by any Persons other than the Loan Parties, (vi) the other terms and conditions of  such Indebtedness (excluding pricing, premiums and optional prepayment or optional redemption                                         85  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  provisions) are customary market terms for securities of such type and, in any event, when taken  as  a  whole,  are  not  materially  more  favorable  to  the  investors  or  lenders  providing  such  Indebtedness than the terms and conditions of the applicable Refinanced Debt (except with respect  to  any  terms  (including  covenants)  and  conditions  contained  in  such  Indebtedness  that  are  applicable only after the then Latest Maturity Date) (provided that a certificate of a Responsible  Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence  of such Indebtedness, together with a reasonably detailed description of the material terms and  conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the  Designated  Company  has  determined  in  good  faith  that  such  terms  and  conditions  satisfy  the  requirement of this clause (vi) shall be conclusive evidence that such terms and conditions satisfy  such requirement unless the Administrative Agent notifies the Designated Company within such  five  Business  Day  period  that  it  disagrees  with  such  determination  (including  a  reasonable  description of the basis upon which it disagrees)), (vii) the security agreements relating to such  Indebtedness  (together  with  the  Intercreditor  Agreement)  reflect  the  Junior  Lien  nature  of  the  security interests and are otherwise substantially the same as the applicable Security Documents  (with such differences as are reasonably satisfactory to the Administrative Agent), (viii) no Default  shall  exist  immediately  prior  to  or  after  giving  effect  to  such  incurrence,  and  (ix)  a  Senior  Representative acting on behalf of the holders of such Indebtedness shall have become party to the  Intercreditor Agreement.  Permitted Second Priority Refinancing Debt will include any Registered  Equivalent Notes issued in exchange therefor.         “Permitted Short Term Loan Documents” shall mean the credit agreement in respect of  the Permitted Short Term Indebtedness and the other “Loan Documents” (or words of like import)  as defined in such credit agreement, including all guaranties and the notes issued thereunder.         “Permitted Short Term Indebtedness” shall mean the Indebtedness incurred by Novelis  Acquisitions (and, immediately after giving effect to the merger of Novelis Acquisitions with and  into AlerisHoldings, Inc. in connection with the Aleris Acquisition, Aleris) in connection with the  Aleris Acquisition, and all Contingent Obligations of the other Loan Parties in respect thereof;  provided that (i) the net cash proceeds of such Indebtedness shall be used solely to finance a portion  of the Aleris Acquisition, to repay existing Indebtedness of Aleris and its Subsidiaries, and to pay  fees, costs and expenses incurred in connection with the Aleris Acquisition, such Indebtedness,  and incremental term loans incurred under this Agreement, (ii) such Indebtedness is not guaranteed  by any Persons other than the Loan Parties, (iii) no Default shall exist immediately prior to or after  giving  effect  to  such  incurrence,  (iv)  such  Indebtedness  (including  related  guarantees)  is  not  secured,  (v)  the  aggregate  principal  amount  of  such  Indebtedness  does  not  exceed  $1,500,000,0001,100,000,000 (as such amount is reduced by the amount of all principal payments  of  such  Indebtedness),  (vi)  the  terms  of  such  Indebtedness  do  not  provide  for  any  scheduled  amortization payments, and (vii) the other terms and conditions of such Indebtedness (excluding  pricing, premiums, maturity, and mandatory prepayments related to payments with the proceeds  of Indebtedness, capital contributions or from sale of Equity Interests) are no more favorable to  the lenders providing such Indebtedness than the terms and conditions under this Agreement and  the other Loan Documents (without regard to the collateral-related provisions of such agreements);  provided, further, that the terms of such Indebtedness shall not prohibit Holdings (or, on and after  the Specified AV Minerals Joinder Date, AV Minerals) or any of its Restricted Subsidiaries from                                         86  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  (x)  granting  any  Liens  to  secure  the  Secured  Obligations,  (y)  making  any  loans,  payments,  distributions  or  contributions,  or  any  Asset  Sales  to  the  Borrower  to  the  extent  that  such  transactions  would  be  permitted  under  this  Agreement,  or  (z) paying  all  or  any  portion  of  the  Secured Obligations at any time and from time to time.         “Permitted Unsecured Refinancing Debt” shall mean unsecured Indebtedness incurred  by  the  Designated  Company  or  any  Loan  Party  in  the  form  of  one  or  more  series  of  senior  unsecured or subordinated notes or loans under one or more instruments; provided that (i) such  Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Term Loans  (including portions of Classes of Term Loans, Other Term Loans or Incremental Term Loans),  (ii) such Indebtedness does not mature or have scheduled amortization or payments of principal  and is not subject to mandatory redemption or prepayment (except customary asset sale or change  of control provisions), in each case prior to the date that is 181 days after the Latest Maturity Date  at the time such Indebtedness is incurred, (iii) such Indebtedness is not guaranteed by any Persons  other than the Loan Parties, (iv) the other terms and conditions of such Indebtedness (excluding  pricing,  premiums  and  optional  prepayment or  optional  redemption  provisions)  are  customary  market terms for Indebtedness of such type and, when taken as a whole, are not materially more  restrictive (provided that such terms shall in no event include any financial maintenance covenants)  on  the  Designated  Company  and  the  Restricted  Subsidiaries  than  the  terms  and  conditions  applicable to the Term Loans (provided that a certificate of a Responsible Officer delivered to the  Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness,  together  with  a  reasonably  detailed  description  of  the  material  terms  and  conditions  of  such  Indebtedness or drafts of the documentation relating thereto, stating that the Designated Company  has determined in good faith that such terms and conditions satisfy the requirement of this clause  (iv) shall be conclusive evidence that such terms and conditions satisfy such requirement unless  the Administrative Agent notifies the Designated Company within such five Business Day period  that it disagrees with such determination (including a reasonable description of the basis upon  which  it  disagrees))  and  (v)  such  Indebtedness  (including  related  guarantees)  is  not  secured.   Permitted Unsecured Refinancing Debt will include any Registered Equivalent Notes issued in  exchange therefor.         “person”  or  “Person”  shall  mean  any  natural  person,  corporation,  limited  liability  company, trust, joint venture, association, company, partnership, Governmental Authority or other  entity.         “Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan)  subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA  which is maintained or contributed to by any Company or its ERISA Affiliate or with respect to  which any Company could incur liability (including under Section 4069 of ERISA).         “Platform” shall have the meaning assigned to such term in Section 11.01(d).                                          87  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Pledged  Distributions”  shall  mean,  collectively,  with  respect  to  each  Loan  Party,  all  dividends, cash, options, warrants, rights, instruments, distributions, returns of capital or principal,  income, interest, profits and other property, interests (debt or equity) or proceeds, including as a  result of a split, revision, reclassification or other like change of the Pledged Securities, from time  to time received, receivable or otherwise distributed to such Loan Party in respect of or in exchange  for any or all of the Pledged Securities or Pledged Intercompany Notes.         “Pledged  Intercompany  Notes”  shall  mean,  with  respect  to  each  Loan  Party,  all  intercompany notes described in Schedule 11 to the Perfection Certificate as of the Closing Date  and intercompany notes hereafter acquired by such Loan Party and all certificates, instruments or  agreements evidencing such intercompany notes, and all assignments, amendments, restatements,  supplements, extensions, renewals, replacements or modifications thereof to the extent permitted  pursuant to the terms hereof.         “Pledged  Securities”  shall  mean,  collectively,  with  respect  to  each  Loan  Party,  (i)  all  issued and outstanding Equity Interests of each issuer set forth on Schedule 10 to the Perfection  Certificate as of the Closing Date as being owned by such Loan Party and all options, warrants,  rights, agreements and additional Equity Interests of whatever class of any such issuer acquired by  such Loan Party (including by issuance), together with all rights, privileges, authority and powers  of such Loan Party relating to such Equity Interests in each such issuer or under any Organizational  Document of each such issuer, and the certificates, instruments and agreements representing such  Equity Interests and any and all interest of such Loan Party in the entries on the books of any  financial intermediary pertaining to such Equity Interests, (ii) all Equity Interests of any issuer,  which Equity Interests are hereafter acquired by such Loan Party or are owned by a Loan Party as  of  the  Closing  Date  (including  by  issuance)  and  all  options,  warrants,  rights,  agreements  and  additional  Equity  Interests  of  whatever  class  of  any  such  issuer  acquired  by  such  Loan  Party  (including by issuance), together with all rights, privileges, authority and powers of such Loan  Party relating to such Equity Interests or under any Organizational Document of any such issuer,  and the certificates, instruments and agreements representing such Equity Interests and any and all  interest of such Loan Party in the entries on the books of any financial intermediary pertaining to  such Equity Interests, from time to time acquired by such Loan Party in any manner, and (iii) all  Equity Interests issued in respect of the Equity Interests referred to in clause (i) or (ii) upon any  consolidation or merger of any issuer of such Equity Interests other than to the extent any of the  foregoing constitute Excluded Equity Interests.         “PPSA”  shall  mean  the  Personal  Property  Security  Act  (Ontario)  and  the  regulations  promulgated  thereunder  and  other  applicable  personal  property  security  legislation  of  the  applicable Canadian province or provinces in respect of the Canadian Loan Parties (including the  Civil Code of Quebec and the regulations respecting the register of personal and movable real  rights promulgated thereunder (the “Civil Code”)) as all such legislation now exists or may from  time to time hereafter be amended, modified, recodified, supplemented or replaced, together with  all rules, regulations and interpretations thereunder or related thereto.                                          88  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Preferred  Stock”  shall  mean,  with  respect  to  any  person,  any  and  all  preferred  or  preference  Equity  Interests  (however  designated)  of  such  person  whether  now  outstanding  or  issued after the Closing Date.         “Prepayments  Recapture  Amount”  shall  have  the  meaning  assigned  to  such  term  in  Section 6.11(a)(i)(z)(C).         “Principal Jurisdiction” shall mean (i) the United States, Canada, the United Kingdom,  Switzerland, Germany, Belgium and the Netherlands, (ii) each other country in which a Restricted  Subsidiary  is  organized  in  respect  of  which  Accounts  are  included  in  the  borrowing  base  for  purposes of the Revolving Credit Agreement and (iii) and any state, province or other political  subdivision of the foregoing.          “Pro  Forma  Basis”  shall  mean,  with  respect  to  compliance  with  any  test  or  covenant  hereunder at any time of determination (excluding any calculation of the amount of Excess Cash  Flow and the amount referred to in clause (a) of the definition of Cumulative Credit), that all  Specified Transactions and the following transactions in connection therewith (if any) shall be  deemed  to  have  occurred  as  of  the  first  day  of  the  applicable  Test  Period  or  other  period  of  measurement in such test or covenant:  (a) income statement items (whether positive or negative)  attributable to the property or Person subject to such Specified Transaction, (i) in the case of a sale  or  other  disposition  of  all  or  substantially  all  Equity  Interests  in  or  assets  of  any  Restricted  Subsidiary of the Designated Company or any division, business unit, line of business or facility  used for operations  of the Designated Company or any of its Restricted Subsidiaries, shall be  excluded (as if such sale or disposition occurred on the first day of the applicable Test Period), and  (ii) in the case of a Permitted Acquisition or Investment described in the definition of  “Specified  Transaction”, shall be included (as if such Permitted Acquisition or Investment occurred on the  first day of the applicable Test Period), (b) any retirement of Indebtedness in connection therewith,  and (c) any Indebtedness incurred or assumed by the Designated Company or any of its Restricted  Subsidiaries in connection therewith.           “Process Agent” shall have the meaning assigned to such term in Section 11.09(d).         “property” shall mean any right, title or interest in or to property or assets of any kind  whatsoever,  whether real,  personal  or mixed and whether tangible or intangible  and including  Equity Interests or other ownership interests of any person and whether now in existence or owned  or hereafter entered into or acquired, including all Real Property.         “Property Material Adverse Effect” shall mean, with respect to any Mortgaged Property,  as  of  any  date  of  determination  and  whether  individually  or  in  the  aggregate,  any  event,  circumstance, occurrence or condition which has caused or resulted in (or would reasonably be  expected to cause or result in) a material adverse effect on (a) the business or operations of any  Company  as  presently  conducted  at  the  Mortgaged  Property;  (b)  the  value  or  utility  of  the                                         89  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Mortgaged  Property;  or  (c)  the  legality,  priority  or  enforceability  of  the  Lien  created  by  the  Mortgage or the rights and remedies of the Mortgagee thereunder.         “Public Lender” shall have the meaning assigned to such term in Section 11.01(d).          “Purchase” shall have the meaning assigned to such term in the definition of “Discounted  Purchase”.         “Purchase Money Obligation” shall mean, for any person, the obligations of such person  in  respect  of  Indebtedness  (including  Capital  Lease  Obligations)  incurred  for  the  purpose  of  financing all or any part of the purchase price of any property (including Equity Interests of any  person)  or  the  cost  of  installation,  construction  or  improvement  of  any  property  and  any  refinancing thereof; provided, however, that (i) such Indebtedness is incurred within one year after  such acquisition, installation, construction or improvement of such property by such person and  (ii)  the  amount  of  such  Indebtedness  does  not  exceed  100%  of  the  cost  of  such  acquisition,  installation, construction or improvement, as the case may be.         “Purchase  Notice”  shall  have  the  meaning  assigned  to  such  term  in  the  definition  of  “Discounted Purchase”.          “Qualified Borrower IPO” shall mean, at any time prior to the commencement of the  first step of the Permitted Reorganization, and so long as the Borrower (directly or indirectly) owns  100%  of  the  Equity  Interests  of  the  other  Co-Borrower,  the  issuance  by  the  Borrower  of  its  common Equity Interests in an underwritten primary or secondary public offering (other than a  public  offering  pursuant  to  a  registration  statement  on  Form  S-8)  pursuant  to  an  effective  registration statement filed with the U.S. Securities and Exchange Commission in accordance with  the Securities Act.; provided that the Borrower shall not consummate a Qualified Borrower IPO  during any period that AV Minerals directly owns any Equity Interests in Novelis Aluminium  Holdings Unlimited, Novelis Deutschland GmbH, or in any other Subsidiary of AV Minerals other  than AV Metals, Successor Holdings and Designated Holdco.         “Qualified Capital Stock” of any person shall mean any Equity Interests of such person  that are not Disqualified Capital Stock.         “Qualified ECP Guarantor” shall mean, in respect of any Swap Obligation, each Loan  Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee (or in the case  of each Co-Borrower, guarantee) or grant of the relevant security interest becomes effective with  respect  to  such  Swap  Obligation  or  such  other  person  as  constitutes  an  “eligible  contract  participant” under the Commodity Exchange Act or any regulations promulgated thereunder and  can cause another person to qualify as an “eligible contract participant” at such time by entering  into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.                                         90  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Qualified IPO” shall mean the issuance by Holdings (or, on and after the Designated  Holdco Effective Date, Designated Holdco), or any direct or indirect parent of Holdings (or, on  and after the Designated Holdco Effective Date, Designated Holdco) which, (x) in the case of  Holdings, owns no material assets other thatthan its direct or indirect ownership interest in the  Equity  Interests  of  the  Borrower  (or,  on  and  after  the  Designated  Holdco  Effective  Date,  Designated  Holdco  and,  to  the  extent  permitted  by Section  6.15(a)(i)(y),  Novelis  Aluminum  Holdings Unlimited and Aleris Germany) and the other assets permitted by Section 6.15, or (y) on  and after the Specified AV Minerals Joinder Date, in the case of AV Minerals, owns no material  assets other than its direct ownership interests in Holdings and the assets described in clause (x)  above, of its common Equity Interests in an underwritten primary or secondary public offering  (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an  effective  registration  statement  filed  with  the U.S.  Securities  and  Exchange  Commission  in  accordance with the Securities Act.; provided that neither Holdings nor Designated Holdco shall  consummate a Qualified IPO (other than a Qualified IPO consummated solely with the issuance  of  Equity  Interests  by  a direct  or  indirect  parent  of  AV  Minerals)  during  any  period  that  AV  Minerals directly owns any Equity Interests in Novelis Aluminium Holdings Unlimited, Novelis  Deutschland GmbH, or in any other Subsidiary of AV Minerals other than AV Metals, Successor  Holdings and Designated Holdco.         “Qualified  Securitization  Transaction”  shall  mean  any  transaction  or  series  of  transactions  that  may  be  entered  into  by  any  Restricted  Subsidiary  (other  than  a  Restricted  Subsidiary organized under the laws of a Principal Jurisdiction (excluding from such requirement  as to the absence of Restricted Subsidiaries organized under the laws of a Principal Jurisdiction,  any Permitted German Alternative Financing, any Permitted Customer Account Financing or any  Permitted Novelis Switzerland Financing)) pursuant to which such Restricted Subsidiary may sell,  convey or otherwise transfer to  a Securitization Entity or may  grant  a security interest  in  any  Receivables  (whether  now  existing  or  arising  or  acquired  in  the  future)  of  such  Restricted  Subsidiary or any Related Security or Securitization Assets; provided that no Receivables or other  property of any Company organized in a Principal Jurisdiction (excluding from such requirement  as to the absence of property of a Company organized in a Principal Jurisdiction, any Permitted  German Alternative Financing, any Permitted Customer Account Financing and any Permitted  Novelis Switzerland Financing) shall be subject to a Qualified Securitization Transaction.         “Qualifying Lenders” shall have the meaning assigned to such term in the definition of  “Discounted Purchase”.         “Qualifying Loans” shall have the meaning assigned to  such term  in  the definition of  “Discounted Purchase”.          “Real  Property”  shall  mean,  collectively,  all  right,  title  and  interest  (including  any  freehold, leasehold, minerals or other estate) in and to any and all parcels of or interests in real  property  owned,  leased  or  operated  by  any  person,  whether  by  lease,  license  or  other  means,  together with, in each case, all easements, hereditaments and appurtenances relating thereto, all                                          91  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  improvements  and  appurtenant  fixtures,  all  general  intangibles  and  contract  rights  and  other  property and rights incidental to the ownership, lease or operation thereof.         “Recapture Amounts” shall mean, at any time of determination, the cumulative amount  of the Investment Recapture Amount plus the Dividend Recapture Amount plus the Prepayments  Recapture Amount paid since the Closing Date.         “Receivable” shall mean the indebtedness and other obligations owed to any Company  (other than any Company organized under the laws of a Principal Jurisdiction (excluding from  such  requirement  as  to  the  absence  of  a  Company  organized  in  a  Principal  Jurisdiction,  any  Permitted  German  Alternative  Financing,  any  Permitted  Customer Account  Financing  or  any  Permitted Novelis Switzerland Financing)) (at the time such indebtedness and other obligations  arise, and before giving effect to any transfer or conveyance contemplated under any Qualified  Securitization  Transaction  documentation) arising  in  connection  with  the  sale  of  goods  or  the  rendering  of  services  by  such  person,  including  any  indebtedness,  obligation  or  interest  constituting  an  Account,  contract  right,  payment  intangible,  promissory  note,  chattel  paper,  instrument,  document, investment  property,  financial asset or  general  intangible, in  each case,  arising in connection with the sale of goods or the rendering of services by such person, and further  includes, the obligation to pay any finance charges with respect thereto.         “Receivables  Purchase  Agreement”  shall  mean  each  of  (a)  the  Non-Recourse  Receivables Purchase Agreement, dated July 6, 2007 (as amended and restated on December 17,  2010 and as further amended from time to time) and any related servicing agreements (collectively,  the “German Receivables Purchase Agreement”) between the German Seller, on the one hand,  and Novelis AG, on the other hand, in each case providing, inter alia, for the sale and transfer of  Accounts by the German Seller to Novelis AG, and (b) any other receivables purchase agreement  and  related  servicing  agreements  entered  into  after  the  Closing  Date  between  a  “Receivables  Seller” and a “Borrower” or  “Borrowing Base Guarantor” (as each is defined in the Revolving  Credit  Agreement  and  any  corresponding  term  in  any  successor  agreement),  in  order  that  the  receivables subject thereto may be included in the borrowing base established under the Revolving  Credit  Agreement  and  in  form  and  substance  reasonably  satisfactory  to  the  Revolving  Credit  Administrative Agent.         “Receiver” shall mean a receiver or receiver and manager or, where permitted by law, an  administrative receiver of the whole or any part of the Collateral, and that term will include any  appointee under joint and/or several appointments.         “Reference Bank Quotation” means any quotation supplied to the Administrative Agent  by a Reference Bank.         “Reference Bank Rate” shall mean the arithmetic mean of the rates (rounded upwards to  four decimal places) as supplied to the Administrative Agent at its request by the Reference Banks,                                         92  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  in relation to a Borrowing, as the rate at which the relevant Reference Bank could borrow funds in  the London interbank market in the relevant currency and for the relevant Interest Period were it  to do so by asking for and then accepting interbank offers for deposits in reasonable market size  in that currency and for that Interest Period; provided, that if the Reference Bank Rate shall be less  than zero, such rate shall be deemed zero for purposes of this Agreement.         “Reference Banks” shall mean, in relation to a Borrowing, the principal London offices  of  any  financial  institution  appointed  by  the  Administrative  Agent  as  a  “Reference  Bank”  in  consultation with the Designated Company and with the consent of such Reference Bank.         “Refinancing Amendment” shall mean an  amendment to  this  Agreement  in  form  and  substance  reasonably  satisfactory  to  the  Administrative  Agent  and  the  Designated  Company  executed by each of (a) the Loan Parties, (b) the Administrative Agent and (c) each Additional  Lender  and  Lender  that  agrees  to  provide  any  portion  of  the  Credit  Agreement  Refinancing  Indebtedness being incurred pursuant thereto, in accordance with Section 2.24.         “Refinanced  Debt”  shall  have  the  meaning  assigned  to  such  term  in  the  definition  of  “Credit Agreement Refinancing Indebtedness”.         “Register” shall have the meaning assigned to such term in Section 11.04(c).         “Registered Equivalent Notes” shall mean, with respect to any notes originally issued in  a Rule 144A or other private placement transaction under the Securities Act of 1933, substantially  identical  notes  (having  the  same  guarantees)  issued  in  a  dollar-for-dollar  exchange  therefor  pursuant to an exchange offer registered with the SEC.         “Regulation” shall have the meaning assigned to such term in Section 3.25.         “Regulation D” shall mean Regulation D of the Board as from time to time in effect and  all official rulings and interpretations thereunder or thereof.         “Regulation S-X” shall mean Regulation S-X promulgated under the Securities Act.         “Regulation T” shall mean Regulation T of the Board as from time to time in effect and  all official rulings and interpretations thereunder or thereof.         “Regulation U” shall mean Regulation U of the Board as from time to time in effect and  all official rulings and interpretations thereunder or thereof.                                          93  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Regulation X” shall mean Regulation X of the Board as from time to time in effect and  all official rulings and interpretations thereunder or thereof.         “Related Business Assets” shall mean assets (other than cash or Cash Equivalents) used  or useful in a Similar Business; provided that any assets received by any Loan Party in exchange  for assets transferred by a Loan Party shall not be deemed to be Related Business Assets if they  consist of securities of a person, unless upon receipt of the securities of such person, such person  would become a Loan Party.         “Related Parties” shall mean, with respect to any person, such person’s Affiliates and the  partners, directors, officers, employees, agents, trustees and advisors of such person and of such  person’s Affiliates.         “Related  Security”  shall  mean,  with  respect  to  any  Receivable,  all  of  the  applicable  Restricted  Subsidiary’s  interest  in  the  inventory  and  goods  (including  returned  or  repossessed  inventory  or  goods),  if  any,  the  sale of  which  by  the  applicable  Company  gave  rise  to  such  Receivable, and all insurance contracts with respect thereto, all other security interests or liens and  property subject thereto from time to time, if any, purporting to secure payment of such Receivable,  whether  pursuant  to  the  contract  related  to  such  Receivable  or  otherwise,  together  with  all  financing statements and security agreements describing any collateral securing such Receivable,  all guaranties, letters of credit, letter-of-credit rights, supporting obligations, insurance and other  agreements  or  arrangements  of  whatever  character  from  time  to  time  supporting  or  securing  payment  of  such  Receivable  whether  pursuant  to  the  contract  related  to  such  Receivable  or  otherwise,  all  service  contracts  and other  contracts  and  agreements  associated  with  such  Receivable, all records related to such Receivable, and all of the applicable Company’s right, title  and interest in, to and under the applicable Qualified Securitization Transaction documentation or  Permitted Factoring Facility documentation.          “Release”  shall  mean  any  spilling,  leaking,  seepage,  pumping,  emitting,  emptying,  discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating  or migrating of any Hazardous Material in, into, onto or through the Environment.         “Relevant  External  Company” shall  mean “relevant  external  company”  within  the  meaning of the Irish Companies Act.          “Reorganization  Plan”  shall  have  the  meaning  assigned  to  such  term  in  Section 11.04(g)(iii).         “Repatriation  Limitation”  shall  have  the  meaning  assigned  to  such  term  in  Section 2.10(i).                                          94  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Reply  Amount”  shall  have  the  meaning  assigned  to  such  term  in  the  definition  of  “Discounted Purchase”.         “Required Lenders” shall mean, as of any date of determination, Lenders holding more  than 50% of the sum of all Loans outstanding and unused Commitments (if any); provided that the  Commitment of, and the portion of the Loans held or deemed held by, any Defaulting Lender shall  be excluded for purposes of making a determination of Required Lenders.         “Requirements of Law” shall mean, collectively, any and all legally binding requirements  of any Governmental Authority including any and all laws, judgments, orders, decrees, ordinances,  rules, regulations, statutes or case law, including, without limitation, the U.S. Hold Separate Order.         “Resolution Authority” means an EEA Resolution Authority or, with respect to any UK  Financial Institution, a UK Resolution Authority.         “Response” shall mean (a) “response” as such term is defined in CERCLA, 42 U.S.C.  § 9601(24),  and  (b) all  other  actions  required  by  any  Governmental  Authority  or  voluntarily  undertaken to (i) clean up, remove, treat, abate or in any other way address any Hazardous Material  in the Environment; (ii) prevent the Release or threat of Release, or minimize the further Release,  of any Hazardous Material; or (iii) perform studies and investigations in connection with, or as a  precondition to, or to determine the necessity of the activities described in, clause (i) or (ii) above.         “Responsible  Officer”  shall  mean,  with  respect  to  any  Person,  any  of  the  principal  executive officers, managing members or general partners of such Person but, in any event, with  respect to financial matters, the chief financial officer, finance director, treasurer or controller of  such  person,  and,  solely  for  purposes  of  notices  given  under Article  II,  any  other  officer  or  employee  such  Person  so  designated  by  any  of  the  foregoing  officers  in  a  notice  to  the  Administrative Agent or any other officer or employee of such Person designated in or pursuant  to an agreement between such Person and the Administrative Agent.  Any document delivered  hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed  to have been authorized by all necessary corporate, partnership and/or other action on the part of  such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on  behalf of such Loan Party.         “Restricted Grantor” shall mean a Loan Party that has granted a Guarantee that is subject  to limitations that impair in any material respect the benefit of such Guarantee (as determined by  the Administrative Agent in its reasonable discretion) (it being expressly understood and agreed  that (i) neither the Borrower nor any Loan Party that is a Canadian Guarantor, a U.K. Guarantor,  a Dutch Guarantor, a Dubai Guarantor or a U.S. Guarantor shall be a Restricted Grantor and (ii)  except as may be otherwise determined by the Administrative Agent in its reasonable discretion,  each Loan Party that is a German Guarantor, an Irish Guarantor, a Swiss Guarantor, a French  Guarantor or a Brazilian Guarantor shall be a Restricted Grantor).                                          95  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Restricted  Subsidiary”  shall  mean,  as  the  context  requires,  (i)  any  Subsidiary  of  Holdings other than an Unrestricted Subsidiary and, (ii) on and after the Specified AV Minerals  Joinder Date, any Subsidiary of AV Minerals other than an Unrestricted Subsidiary, and (iii) any  Subsidiary of the Designated Company other than an Unrestricted Subsidiary.         “Revolving Credit Administrative Agent” shall mean the “Administrative Agent” (or  term of like import) under and as defined in the Revolving Credit Agreement, and its successors  and assigns in such capacity.         “Revolving Credit Agents” shall mean the “Agents” (as defined in the Revolving Credit  Loan Documents) (or term of like import), including the Revolving Credit Administrative Agent  and the Revolving Credit Collateral Agent.         “Revolving Credit Agreement” shall mean (i) that certain Second Amended and Restated  Credit Agreement, dated as of October 6, 2014, among the Loan Parties, the Revolving Credit  Lenders, Wells Fargo Bank, N.A. (London Branch), as European swingline lender, Wells Fargo  Bank,  National  Association,  as  issuing  bank  and  U.S.  swingline  lender,  the  Revolving  Credit  Collateral Agent, the Revolving Credit Administrative Agent, Merrill, Lynch, Pierce, Fenner &  Smith Incorporated, Citigroup Global Markets, Inc., Deutsche Bank Securities Inc., J.P. Morgan  Securities  LLC,  The  Royal  Bank of  Scotland  plc  and  UBS  Securities  LLC,  as  co-syndication  agents, SunTrust Robinson Humphrey, Inc., as senior managing agent, and Wells Fargo Bank,  National  Association,  Merrill,  Lynch,  Pierce,  Fenner  &  Smith  Incorporated,  Citigroup  Global  Markets, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, RBS Securities Inc.  and UBS Securities LLC, as joint lead arrangers and joint bookmanagers, as amended, restated,  supplemented or modified from time to time to the extent permitted by this Agreement and the  Intercreditor  Agreement  and  (ii)  any  other  credit  agreement,  loan  agreement,  note  agreement,  promissory note, indenture or other agreement or instrument evidencing or governing the terms of  any indebtedness or other financial accommodation that has been incurred to extend (subject to  the limitations set forth herein and in the Intercreditor Agreement) or refinance in whole or in part  the indebtedness and other obligations outstanding under the (x) credit agreement referred to in  clause (i) or (y) any subsequent Revolving Credit Agreement, in each case which constitutes a  Permitted  Revolving  Credit  Facility  Refinancing  with  respect  to  the  Revolving  Credit  Loans,  unless such agreement or instrument expressly provides that it is not intended to be and is not a  Revolving Credit Agreement hereunder (provided that in connection with such refinancing, the  commitments  relating  to  such  indebtedness  that  has  been  refinanced  are  terminated).   Any  reference  to  the  Revolving  Credit  Agreement  hereunder  shall  be  deemed  a  reference  to  any  Revolving Credit Agreement then in existence.         “Revolving Credit Collateral Agent” shall mean the “Collateral Agent” (or term of like  import) under and as defined in the Revolving Credit Agreement, and its successors and assigns  in such capacity.                                          96  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Revolving Credit Commitments” shall mean the commitments of the Revolving Credit  Lenders to make Revolving Credit Loans under the Revolving Credit Agreement.         “Revolving Credit Lenders” shall mean the banks, financial institutions and other entities  from time to time party to the Revolving Credit Agreement as lenders.         “Revolving Credit Loan Documents” shall mean the Revolving Credit Agreement and  the other “Loan Documents” as defined in the Revolving Credit Agreement and any corresponding  term in any successor Revolving Credit Agreement permitted hereby, including the mortgages and  other security documents, guaranties and the notes issued thereunder.         “Revolving Credit Loans” shall mean the revolving loans and swingline loans outstanding  under the Revolving Credit Agreement.         “Revolving Credit Maturity Date” shall have meaning assigned to the term “Maturity  Date” in the Revolving Credit Agreement (and any corresponding term in any successor Revolving  Credit Agreement permitted hereby).          “Revolving  Credit  Priority  Collateral”  shall  mean  all  “Revolving  Credit  Priority  Collateral” as defined in the Intercreditor Agreement.         “Revolving  Credit  Secured  Parties”  shall  mean  the  Revolving  Credit  Administrative  Agent, the Revolving Credit Collateral Agent and each other Person that is a “Secured Party” under  the Revolving Credit Agreement.         “Revolving Credit Security Documents” shall have the meaning assigned to the term  “Security Documents” in the Revolving Credit Agreement (and any corresponding term in any  successor Revolving Credit Agreement permitted hereby).         “S&P”  shall  mean  Standard  &  Poor’s  Rating  Services,  a  division  of  the  McGraw-Hill  Companies, Inc. and any successor thereto.         “Sale  and  Leaseback  Transaction”  shall  have  the  meaning  assigned  to  such  term  in  Section 6.03.         “Sanctioned Country” shall have the meaning assigned to such term in Section 3.22.         “Sanctioned Person” shall have the meaning assigned to such term in Section 3.22.                                         97  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Sanctions” shall have the meaning assigned to such term in Section 3.22.         “Sarbanes-Oxley  Act”  shall  mean  the  United  States  Sarbanes-Oxley  Act  of  2002,  as  amended, and all rules and regulations promulgated thereunder.         “SCB” shall mean Standard Chartered Bank and its successors.         “Screen Rate” shall have the meaning assigned to such term in the definition of Eurodollar  Base Rate.         “Second Amendment” shall mean that certain Amendment No. 2 to Credit Agreement,  dated as of November 20, 2018, among the Borrower, HoldingsAV Metals, the other Loan Parties  party thereto, the Lenders party thereto, the Administrative Agent and the Collateral Agent.         “Second Amendment Effective Date” shall mean the “Amendment Effective Date” as  defined in the Second Amendment.         “Section 347” shall have the meaning assigned to such term in Section 2.19(a).         “Secured  Debt  Agreement”  shall  mean  (i)  this  Agreement  and  (ii)  the  other  Loan  Documents.         “Secured Hedge Provider” shall mean (i) any person that is a counterparty to a Hedging  Agreement with any Loan Party that was a Lender, Arranger or Agent (or an Affiliate of a Lender,  Arranger or  Agent) on the date of  entering into  such Hedging Agreement  (or, with  respect  to  Hedging Agreements in effect at the Closing Date, on the Closing Date), (ii) any other person that  is  counterparty  to  a  Hedging  Agreement  with  any Loan  Party  if,  at  or  prior  to  the  time  such  Hedging Agreement is entered into, the Designated Company shall designate such person as a  “Secured Hedge Provider” in a notice to the Administrative Agent and the Collateral Agent, which  person shall execute a Secured Hedge Provider Joinder, (iii) any Person that is a counterparty to a  Hedging Agreement with any Loan Party that is in effect on the Closing Date and was entered into  prior to the Closing Date to the extent that such Person is listed as a “Secured Hedge Provider” on  Schedule 1.01(d), which Person shall become a Secured Hedge Provider on the day following the  Closing Date but shall cease to be a Secured Hedge Provider if such Person fails to execute a  Secured Hedge Provider Joinder on or prior to the ninetieth (90th) day after the Closing Date, and  (iv) any Person that is a counterparty to a Hedging Agreement with a Subsidiary acquired by the  Companies pursuant to the Aleris Acquisition that is in effect on the Aleris Acquisition Closing  Date  and  was  entered  into  prior  to  the  Aleris  Acquisition  Closing  Date,  solely  to  the  extent;  provided that (x) such  Person has  executed  and  deliveredshall  cease  to  be a  Secured  Hedge  Provider Joinder on or prior to the ninetieth (date that is 90th) day days after the Aleris Acquisition  Closing Date (or such later dateddate agreed by the Administrative Agent) and (y) the Companies                                         98  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  and  such  Person  shall  haveif  such  Person  has  not,  on  or  prior  to  such  date,  (x)  executed  and  delivered to the Administrative Agent a Secured Hedge Provider Joinder and (y) complied with  the Aleris Hedging Collateral Requirements with respect to such Hedging Agreement.         “Secured Hedge Provider Joinder” shall mean a letter agreement substantially in the  form of Exhibit Q attached hereto or in such other form as may be acceptable to the Administrative  Agent  pursuant  to  which such person (i) appoints  the Administrative Agent  and the Collateral  Agent as its agent under the applicable Loan Documents with respect to Collateral, as provided  therein,  and  (ii) agrees  to  be  bound  by  the  provisions  of Section  10.03, Section  10.09,  the  Intercreditor Agreement and the Security Documents as if it were a Lender.         “Secured Net Leverage Ratio” shall mean, with respect to any Calculation Date, the ratio  of  (a)  Consolidated  Total  Net  Debt  as  of  the  Calculation  Date  (other  than  any  portion  of  Consolidated Total Net Debt that is unsecured) to (b) Consolidated EBITDA for the Test Period  most  recently  ended  prior  to  the  Calculation  Date  for  which  financial  information  has  been  delivered to the Administrative Agent and the Lenders pursuant to Section 4.01(d), Section 5.01(a)  or Section 5.01(b).         “Secured  Obligations”  shall  mean  (a)  the  Obligations  and  (b)  the  due  and  punctual  payment and performance of all obligations of the Designated Company and the other Loan Parties  under each Hedging  Agreement  entered into with any Secured Hedge Provider.  The Secured  Obligations shall not include any Excluded Swap Obligations.         “Secured  Parties”  shall  mean,  collectively,  the  Administrative Agent,  the  Collateral  Agent, each co-agent or sub-agent appointed by the Administrative Agent or the Collateral Agent,  any Receiver or Delegate, the Lenders and any Secured Hedge Provider (to the extent such Secured  Hedge Provider executes  and delivers to the  Administrative Agent  and the Collateral  Agent  a  Secured Hedge Provider Joinder).         “Securities Act” shall mean the Securities Act of 1933.         “Securities  Collateral”  shall  mean,  collectively,  the  Pledged  Securities,  the  Pledged  Intercompany Notes and the Pledged Distributions.         “Securitization  Assets”  shall  mean  all  existing  or  hereafter  acquired  or  arising  (i) Receivables  that  are  sold,  assigned  or  otherwise  transferred  pursuant  to  a  Qualified  Securitization Transaction, (ii) the Related Security with respect to the Receivables referred to in  clause (i) above, (iii) the collections and proceeds of the Receivables and Related Security referred  to in clauses (i) and (ii) above, (iv) all lockboxes, lockbox accounts, collection accounts or other  deposit  accounts into  which  such  collections  are  deposited  (and  in  any  event  excluding  any  lockboxes, lockbox accounts, collection accounts or deposit accounts that any Company organized                                         99  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  under the laws of any Principal Jurisdiction has an interest in (other than in connection with a  Permitted German Alternative Financing, any Permitted Customer Account Financing and any  Permitted  Novelis  Switzerland  Financing))  and  which  have  been  specifically  identified  and  consented to by the Administrative Agent, (v) all other rights and payments which relate solely to  such Receivables and (vi) all cash reserves comprising credit enhancements for such Qualified  Securitization Transaction.         “Securitization  Entity”  shall  mean  any  corporation,  company  (including  any  limited  liability  company),  association,  partnership, joint  venture, trust,  mutual  fund or other business  entity to which any Restricted Subsidiary (excluding any Restricted Subsidiary that is organized  in a Principal Jurisdiction (excluding from such requirement that such Restricted Subsidiary not  be  organized  in  a  Principal  Jurisdiction,  any  Permitted  German  Alternative  Financing,  any  Permitted Customer Account Financing and any Permitted Novelis Switzerland Financing)) or any  other Securitization Entity transfers Receivables and Related Security) (a) which engages in no  activities other than in connection with the financing of Receivables or Related Security, (b) which  is designated by the Board of Directors of the Designated Company as a Securitization Entity, (c)  no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is  guaranteed by the Designated Company or any Restricted Subsidiary (excluding guarantees of  such transferor Restricted Subsidiary of obligations (other than the principal of, and interest on,  Indebtedness)  pursuant  to  Standard  Securitization  Undertakings  and  guarantees  by  the  Securitization Entity), (ii) is recourse to or obligates the Designated Company or any Restricted  Subsidiary  (other  than  the  Securitization  Entity)  in  any  way  other  than  pursuant  to  Standard  Securitization Undertakings or (iii) subjects any property or asset of the Designated Company or  any Restricted Subsidiary (other than the Securitization Entity), directly or indirectly, contingently  or  otherwise,  to  the  satisfaction  thereof,  other  than  pursuant  to  Standard  Securitization  Undertakings and other than any interest in the Receivables and Related Security being financed  (whether in the form of any equity interest in such assets or subordinated indebtedness payable  primarily from such financed assets) retained or acquired by the transferor Restricted Subsidiary,  (d) to which none of the Designated Company nor any Restricted Subsidiary has any obligation to  maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels  of  operating  results  and  (e)  with  which  none  of  Holdings,  the  Designated  Company  nor  any  Restricted Subsidiary of the Designated Company (nor, on and after the Specified AV Minerals  Joinder Date, AV Minerals) has any material contract, agreement, arrangement or understanding  other than those customary for a Qualified Securitization Transaction and, in any event, on terms  no less favorable to Holdings, the Designated Company or such Restricted Subsidiary that(or, on  and after the Specified AV Minerals Joinder Date, AV Minerals) than those that might be obtained  at the time from Persons that are not Affiliates of the Designated Company or such Restricted  Subsidiary.   Any  such  designation  by  the  Board  of  Directors  shall  be  evidenced  to  the  Administrative Agent by providing the Administrative Agent with a certified copy of the resolution  of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying  that such designation complied with the foregoing conditions.         “Security Agreement” shall mean each U.S. Security Agreement, each Canadian Security  Agreement,  each  U.K.  Security  Agreement,  each  Swiss  Security  Agreement,  each  German  Security  Agreement,  each  Irish  Security  Agreement,  each  Brazilian  Security  Agreement,  each                                        100  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  French Security Agreement, each Dubai Security Agreement, each Belgian Security Agreement,  each  Dutch  Security  Agreement  and  each  other  Security  Agreement  entered  into  pursuant  to  Section 5.11(b), individually and collectively, as the context may require.         “Security Agreement Collateral” shall mean all property pledged or granted as Collateral  pursuant to any Security Agreement (a) on the Closing Date or (b) thereafter pursuant to Section  5.11 or Section 5.15.         “Security Documents” shall mean each Security Agreement, the Mortgages, any Security  Trust Deed, and each other security document, deed of trust, charge or pledge agreement delivered  in accordance with applicable local or foreign law to grant a valid, perfected security interest in  any property as Collateral for the Secured Obligations, and all UCC or other financing statements  or financing change statements, control agreements, bailee notification letters, or instruments of  perfection required by this Agreement, any Security Agreement, any Mortgage or any other such  security document, charge or pledge agreement to be filed with respect to the security interests in  property and fixtures created pursuant to any Security Agreement or any Mortgage and any other  document or instrument utilized to pledge or grant or purport to pledge or grant a security interest  or lien on any property as Collateral for the Secured Obligations or to perfect, obtain control over  or otherwise protect the interest of the Collateral Agent therein.         “Security Trust Deed” shall mean any security trust deed to be executed by, among others,  the Collateral Agent, the Administrative Agent and any Loan Party granting security over U.K. or,  Irish or Hong Kong assets of any Loan Party.         “Senior Note Agreements” shall mean (a) the Indenture, dated as of August 29January  16, 20162020, by and among the U.S. Issuer, the guarantors from time to time party thereto, and  Regions Bank, as trustee, and (b) the Indenture, dated as of September 14, 2016, by and among  the U.S. Issuer, the guarantors from time to time party thereto, and Regions Bank, as trustee, in  each case pursuant to which the applicable Senior Notes were issued.         “Senior Note Documents” shall mean the Senior Notes, the Senior Note Agreements, the  Senior Note Guarantees and all other documents executed and delivered with respect to the  Senior  Notes or the Senior Note Agreements.         “Senior Note Guarantees” shall mean the guarantees of the Loan Parties (other than the  U.S. Issuer) pursuant to the Senior Note Agreements.         “Senior Notes” shall mean the U.S. Issuer’s 6.254.75% Senior Notes due 20242030 and  5.875% Senior Notes due 2026, each issued pursuant to the applicable Senior Note Agreements,  and any senior notes issued pursuant to a Permitted Refinancing of the Senior Notes (and any  Registered Equivalent Notes).                                        101  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Senior Representative” shall mean, with respect to any series of Permitted First Priority  Refinancing  Debt,  Permitted  Second  Priority  Refinancing  Debt,  Additional  Senior  Secured  Indebtedness or Junior Secured Indebtedness, the trustee, administrative agent, collateral agent,  security  agent  or  similar  agent  under  the  indenture  or  agreement  pursuant  to  which  such  Indebtedness  is  issued,  incurred  or  otherwise  obtained,  as  the  case  may  be,  and  each  of  their  successors in such capacities.         “Senior  Secured  Net  Leverage  Ratio”  shall  mean,  with  respect  to  any  date  of  determination (the “Calculation Date”), the ratio of (a) Consolidated Total Net Debt as of the  Calculation Date (other than any portion of Consolidated Total Net Debt that is unsecured or is  secured  solely  by  Liens  that  are  subordinated  to  the  Liens  securing  the  Secured  Obligations  pursuant  to  the  Intercreditor  Agreement)  (it  being  understood  that  Indebtedness  under  the  Revolving Credit Loan Documents which constitutes Consolidated Total Net Debt will be included  in the Senior Secured Net Leverage Ratio) to (b) Consolidated EBITDA for the Test Period most  recently ended prior to the Calculation Date for which financial information has been delivered to  the Administrative Agent and the Lenders pursuant to Section 5.01(a) or (b); provided that if the  Senior Secured Net Leverage Ratio is being determined for purposes of determining the Excess  Cash Flow Percentage for a particular Excess Cash Flow Period, then Consolidated EBITDA for  such Excess Cash Flow Period shall be utilized in clause (b) of this ratio.         “Series of Cash Neutral Transactions” shall mean any series of Investments, incurrences  of Indebtedness, Asset Sales in the form of transfers of intercompany promissory notes and Equity  Interests or similar instruments and/or Dividends solely among Companies; provided that (i) the  amount  of  cash  or  Cash  Equivalents  transferred  by  any  Company  (each  such  Company,  an  “Initiating Company”) to another Company in such Series of Cash Neutral Transactions is not  greater than the amount of cash or Cash Equivalents received by such Initiating Company in such  Series of Cash Neutral Transactions less reasonable transaction expenses and taxes (which cash  and Cash Equivalents must be received by such Initiating Company within three Business Days of  the initiation of such Series of Cash Neutral Transactions), (ii) any Collateral (including cash or  Cash Equivalents of any Loan Party involved in such Series of Cash Neutral Transactions) shall  remain subject to a perfected security interest of the Collateral Agent, and the validly, perfection  and priority of such security interest shall not be impaired by or in connection with such Series of  Cash  Neutral  Transactions,  (iii)  no  more  than  $50,000,000  in  aggregate  of  cash  or  Cash  Equivalents may be held by Companies that are not Loan Parties in connection with transfers from  Loan Parties as part of such Series of Cash Neutral Transactions (and any such Company that is  not a Loan Party may not retain any of such cash or Cash Equivalents after giving effect to the  Cash  Neutral  Transactions),  (iv)  the  fair  market  value  of  the  assets  (other  than  cash  or  Cash  Equivalents) that may be held by Companies that are not Loan Parties in connection with transfers  from Loan Parties as part of such Series of Cash Neutral Transactions may not exceed $50,000,000  in  the  aggregate  and  (v) the  ownership  interests  of  any  Unrestricted  Grantor  in  any  of  its  Subsidiaries shall not be reduced as a result thereof.         “Significant Event of Default” shall mean any Event of Default under Section 8.01(a),  (b), (g) or (h).                                        102  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Similar Business” shall mean any business conducted by the Borrower and the other Loan  Parties on the Effective Date as described in the Confidential Information Memorandum (or, in  the  good  faith  judgment  of  the  Board  of  Directors  of  the  Designated  Company,  which  is  substantially related thereto or is a reasonable extension thereof).          “Specified Aleris Hedging Agreements” shall mean Hedging Agreements with Aleris or  any of its Subsidiaries that are required to be secured by a Lien on any assets of Aleris or any of  its Subsidiaries, in each case other than solely as a result of the designation of any counterparty  thereto as a “Secured Hedge Provider” in accordance with the terms hereof.         “Specified Aleris Subsidiaries” shall mean, after giving effect to the Aleris Acquisition,  each direct or indirect Foreign Subsidiary of Aleris that at any time (a) is a borrower under the  Revolving Credit Agreement, or (b) directly or indirectly owns one or more Subsidiaries described  in clause (a) above.; provided that, to the extent that the Revolving Credit Agreement excludes  Aleris  Asia  Pacific  Limited  and  Aleris  Rolled  Products  Mexico,  S.  de  R.L.  de  C.V.  from the  definition of Specified Aleris Subsidiaries, then such entities shall not constitute Specified Aleris  Subsidiaries hereunder.         “Specified Divestiture” shall mean any Asset Sale by Aleris or any of its Subsidiaries, or  Holdings or any of its Subsidiaries, required in connection with obtaining regulatory (including  antitrust) approval for the Aleris Acquisition, whether or not such Asset Sale occurs prior to or  after the Aleris Acquisition Closing Date.         “Specified Equity Contribution” shall mean any cash contribution to the common equity  of  Holdings  and/or  any  purchase  or  investment  in  an  Equity  Interest  of  Holdings  other  than  Disqualified Capital Stock in each case made pursuant to Section 8.04.         “Specified Holders” shall mean Hindalco and its Affiliates.         “Specified Time” shall mean, with respect to each Interest Period, at approximately 11:00  a.m. (London time) on the date that is two London Banking Days prior to the commencement of  such Interest Period.         “Specified Transaction” shall mean, with respect to any period, any Permitted Acquisition  (other than any Permitted Acquisition where the amount of the Acquisition Consideration plus the  fair market value of any Equity Interests which constitutes all or a portion of the purchase price is  less than $15,000,000), any Asset Sale (other than (x) any disposition in the ordinary course of  business and (y) any disposition where the fair market value of the assets disposed of is less than  $15,000,000), any Dividend made pursuant to Section 6.08(d), any designation or redesignation  of  a  Subsidiary  as  a  Restricted  Subsidiary  or  an  Unrestricted  Subsidiary,  any  incurrence  or                                         103  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  prepayment of Indebtedness (including any transaction under Section 6.11), or any Incremental  Term Loan or Revolving Credit Commitment increase.         “Spot  Selling  Rate”  shall  mean,  on  any  date  of  determination  for  a  currency,  the  rate  quoted by the Administrative Agent as the spot rate for the purchase by the Administrative Agent  of such currency with another currency through its principal foreign exchange trading office at  approximately 11:00 a.m. on the date 2 Business Days prior to the date as of which the foreign  exchange computation is made; provided that the Administrative Agent may obtain such spot rate  from another financial institution designated by the Administrative Agent if the Administrative  Agent does not have as of the date of determination a spot buying rate for any such currency.         “Standard Factoring Undertakings” shall mean representations, warranties, covenants  and indemnities entered into by any Restricted Subsidiary that are negotiated in good faith at arm’s  length in a Receivables factoring transaction so long as none of the same constitute Indebtedness  or a Contingent Obligation (other than in connection with an obligation to repurchase receivables  that do not satisfy related representations and warranties) or otherwise require the provision of  credit  support  in  excess  of  customary  credit  enhancement  established  upon  entering  into  such  Receivables factoring transaction negotiated in good faith at arm’s length.         “Standard  Securitization  Undertakings”  shall  mean  representations,  warranties,  covenants and indemnities entered into by any Restricted Subsidiary that are negotiated in good  faith  at  arm’s  length  in  a  Receivables  securitization  transaction  so  long  as  none  of  the  same  constitute Indebtedness, a Contingent Obligation (other than in connection with an obligation to  repurchase  receivables  that  do  not  satisfy  related  representations  and  warranties)  or  otherwise  require the provision of credit support in excess of customary credit enhancement established upon  entering into such Receivables securitization transaction negotiated in good faith at arm’s length.         “Subordinated  Indebtedness”  shall  mean  Indebtedness  of  a  Loan  Party  that  is  subordinated  by  its  terms  (including  pursuant  to  the  terms  of  any  subordination  agreement,  intercreditor agreement, or otherwise) in right of payment to the Obligations of such Loan Party.         “Subordination Agreement” shall mean that certain Subordination Agreement dated as  of the Closing Date by and among the Loan Parties (other than certain Foreign Subsidiaries), the  Collateral Agent and the Administrative Agent.         “Subsidiary” shall mean, with respect to any person (the “parent”) at any date, (i) any  corporation, limited liability company, association or other business entity of which securities or  other ownership interests representing more than 50% of the voting power of all Equity Interests  entitled (without regard to the occurrence of any contingency) to vote in the election of the Board  of Directors thereof are, as of such date, owned, controlled or held by the parent and/or one or  more subsidiaries of the parent, (ii) any partnership (a) the sole general partner or the managing  general partner of which is the parent and/or one or more subsidiaries of the parent or (b) the only                                        104  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  general partners of which are the parent and/or one or more subsidiaries of the parent and (iii) any  other person that is otherwise Controlled by the parent and/or one or more subsidiaries of the  parent. Unless the context requires otherwise, “Subsidiary” refers to a Subsidiary of Holdings (and,  on  and  after  the  Specified  AV  Minerals  Joinder  Date,  AV  Minerals).  Notwithstanding  the  foregoing,  (A)  Logan  shall  not  be  treated  as  a  Subsidiary  hereunder  or  under  the  other  Loan  Documents unless it qualifies as a Subsidiary under clause (i) of this definition and (B) except as  set forth in clause (ii) below, Ulsan JV Subsidiary shall not be treated as a Subsidiary hereunder  or under the other Loan Documents at any time that (x) Holdings directly or indirectly owns Equity  Interests in Ulsan JV Subsidiary and (y) Holdings or any of its Subsidiaries has the right to elect  no more than half of the directors of Ulsan JV Subsidiary and (ii) regardless of whether Ulsan JV  Subsidiary is a Subsidiary, the financial results of Ulsan JV Subsidiary shall be included in all  consolidated financial results of the Designated Company and its Subsidiaries to the extent the  Designated Company consolidates the results of Ulsan JV Subsidiary in its financial statements in  accordance with US GAAP; provided that the proportionate interest of the Ulsan Joint Venture  Partner in the Ulsan JV Subsidiary and any liability of the Ulsan JV Subsidiary to pay Distributions  to the Ulsan Joint Venture Partner with respect to such proportionate interest shall be excluded for  the purposes of all financial definitions under this Agreement.         “Subsidiary  Guarantor”  shall  mean  each  Restricted  Subsidiary  listed  on  Schedule 1.01(b),  and  each  other Restricted  Subsidiary  that  is  or  becomes  a  party  to  this  Agreement as a Subsidiary Guarantor pursuant to Section 5.11.         “Successor Borrower” shall have the meaning assigned to such term in the definition of  “Permitted Holdings Amalgamation”.         “Successor Holdings” shall have the meaning assigned to such term in the definition of  “Permitted Holdings Amalgamation”.         “Successor Rate” shall have the meaning assigned to such term in Section 2.11.         “Survey” shall mean a survey of any Mortgaged Property (and all improvements thereon)  which is (a) (i) prepared by a surveyor or engineer licensed to perform surveys in the jurisdiction  where  such  Mortgaged  Property  is  located,  (ii) current  as  of  a  date  which  shows  all  exterior  construction on the site of such Mortgaged Property or any easement, right of way or other interest  in  the  Mortgaged  Property  has  been  granted  or  become  effective  through  operation  of  law  or  otherwise with respect to such Mortgaged Property which, in either case, can be depicted on a  survey, unless otherwise acceptable to the Collateral Agent, (iii) certified by the surveyor (in a  manner reasonably acceptable to the Collateral Agent) to the Administrative Agent, the Collateral  Agent and the Title Company, (iv) complying in all respects with the minimum detail requirements  of the American Land Title Association (or the local equivalent) as such requirements are in effect  on the date of preparation of such survey and (v) sufficient for the Title Company to remove all  standard  survey  exceptions  from  the  title  insurance  policy  (or  commitment)  relating  to  such                                         105  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Mortgaged  Property  and  issue  the  endorsements  of  the  type  required  by Section  5.15 or  (b) otherwise reasonably acceptable to the Collateral Agent.         “Surviving Aleris Debt” shall mean, to the extent outstanding on the Aleris Acquisition  Closing Date after giving effect to the Aleris Acquisition, Indebtedness incurred by one or more  Companies organized under the laws of the People’s Republic of China that is not a Loan Party  pursuant  to  the  terms  of  the  non-recourse  multi-currency  secured  term  loan  facilities  and  the  revolving facilities of Aleris Aluminum (Zhenjiang) Co., Ltd., in each case, as in effect on the  Aleris Acquisition Closing Date.         “Swap  Obligation”  shall  mean,  with  respect  to  any  Guarantor  (or Co-Borrower  with  respect to the obligations of any other Loan Party under any Hedging Agreement entered into with  a counterparty that is a Secured Party), any obligation to pay or perform under any agreement,  contract  or  transaction  that  constitutes  a  “swap”  within  the  meaning  of  section  1a(47)  of  the  Commodity Exchange Act.         “Swiss Guarantor” shall mean each Restricted Subsidiary of the Designated Company  organized in Switzerland party hereto as a Guarantor, and each other Restricted Subsidiary of the  Designated Company incorporated in Switzerland that becomes a Guarantor pursuant to the terms  hereof.         “Swiss  Security  Agreement”  shall  mean,  collectively,  (i)  any  Security  Agreement,  including all sub-parts thereto, among any Swiss Guarantors (and such other Persons as may be  party thereto) and the Collateral  Agent for the benefit  of the Secured Parties,  (ii) each pledge  agreement, mortgage, security agreement, guarantee or other agreement that is entered into by any  Swiss Guarantor or any Person who is the holder of Equity Interests in any Swiss Guarantor in  favor of the Collateral Agent and/or the Revolving Credit Collateral Agent in its capacity as agent  for the Secured Parties pursuant to the terms of the Intercreditor Agreement and the other Loan  Documents, and (iii) any other pledge agreement, mortgage, security agreement or other agreement  entered into pursuant to the terms of the Loan Documents, in each case of clauses (i), (ii) and (iii),  that is governed by the laws of Switzerland, securing the Secured Obligations, and entered into  pursuant  to  the  terms  of  this  Agreement  or  any  other  Loan  Document,  as  the  same  may  be  amended, restated or otherwise modified from time to time.         “Swiss Withholding Tax” shall mean any withholding tax in accordance with the Swiss  Federal  Statute  on  Anticipatory  Tax  of  13  October  1965  (Bundesgesetz  uber  die  Verrechnungssteuer) and any successor provision, as appropriate.         “Syndication Termination Date” shall mean, (i) with respect to the Initial Term Loans,  the earlier to occur of (a) the first date to occur after the Closing Date on which the Mandated Lead  Arrangers and their Affiliates collectively hold less than 50% of the Term Loans and (b) April 13,                                         106  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  2017,  and  (ii)  with  respect  to  the  Aleris  Incremental  Term  Loans,  the  Aleris  Syndication  Termination Date.         “Synthetic Lease Obligation” shall mean the monetary obligation of a Person under a so- called synthetic, off-balance sheet or tax retention lease.         “Tax Return” shall mean all returns, statements, filings, attachments and other documents  or certifications required to be filed in respect of Taxes.         “Taxes”  shall  mean  all  present  or  future  taxes,  levies,  imposts,  duties,  deductions,  withholdings, payroll, social security, employment and unemployment taxes, assessments, fees or  other charges  imposed  by  any  Taxing  Authority,  including  any  interest,  additions  to  tax  or  penalties applicable thereto.  For greater certainty it shall further be specified that Taxes shall also  include any federal, cantonal and municipal direct taxes levied at source in Switzerland as per  Article 51 § 1 lit. d and Article 94 of the Swiss Federal Direct Tax Act of December 14, 1990 and  as per Article 21 § 2 lit. a and Article 35 § lit. e of the Swiss Federal Harmonization Direct Tax  Act of December 14, 1990.         “Taxing  Authority”  shall  mean  any  Governmental  Authority  of  any  jurisdiction  or  political subdivision thereof with the authority to impose, assess, and collect Taxes and engage in  activities of a similar nature with respect to such Taxing Authority.         “Term Loan Commitment” shall mean, (i) with respect to each Lender of Term Loans  other than an Aleris Incremental Term Lender, the commitment, if any, of such Lender to make  Term  Loans  hereunder  up  to  the  amount  (a)  in  the  case  of  Initial  Term  Loans,  set  forth  on  Schedule 1.01(a) to this Agreement directly under the heading “Term Loan Commitment”, (b) in  the case of any other Loans (other than Aleris Incremental Term Loans), set forth in the Increase  Joinder (other than the Aleris Increase Joinder Amendment) in respect of such Loans, or (ii) in the  case of an Aleris Incremental Term Lender, the Aleris Incremental Term Loan Commitment of  such Lender.         “Term Loan Purchase Amount” shall have the meaning assigned to such term in the  definition of “Discounted Purchase”.         “Term  Loan  Repayment  Date”  shall  have  the  meaning  assigned  to  such  term  in  Section 2.09.          “Term Loans” shall mean the Initial Term Loan, the Aleris Incremental Term Loans, the  Other Term Loan and the other Incremental Term Loans, as the context requires.                                         107  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Test  Period”  shall  mean,  at  any  time,  the  four  consecutive  fiscal  quarters  of  the  Designated Company then last ended (in each case taken as one accounting period).         “Third Amendment” shall mean that certain Amendment No. 3 to Credit Agreement and  Amendment No. 2 to U.S. Security Agreement, dated as of February 6, 2020, among the Borrower,  AV Metals, the other Loan Parties party thereto, Novelis Italia S.P.A., the Lenders party thereto,  the Administrative Agent and the Collateral Agent.         “Third  Amendment  Effective  Date”  shall  mean  the  “Amendment  Effective  Date”  as  defined in the Third Amendment.         “Third Lien Administrative Agent” shall mean any Person acting in such capacity as  administrative agent under any Third Lien Credit Agreement and its successors and assigns in such  capacity.         “Third Lien Collateral Agent” shall mean any Person acting in such capacity as collateral  agent under any Third Lien Credit Agreement and its successors and assigns in such capacity.         “Third Lien Credit Agreement” shall mean any credit agreement among the Loan Parties,  any Third Lien Administrative Agent, any Third Lien Collateral Agent and the other parties thereto  from time to time, as amended, restated, supplemented or modified from time to time to the extent  permitted  by  this  Agreement  and  the  Intercreditor  Agreement; provided that  the  aggregate  principal amount of Indebtedness incurred thereunder does not exceed $200,000,000.         “Third Lien Security Documents” shall mean any security documents under which a Lien  has been granted in favor of any Third Lien Collateral Agent and/or any other Person that is a  “Secured Party” under the Third Lien Credit Agreement to secure any obligations under a Third  Lien Credit Agreement.          “Title  Company”  shall  mean  any  title  insurance  company  as  shall  be retained  by  the  Designated Company and reasonably acceptable to the Administrative Agent.         “Title Policy” shall have the meaning assigned to such term in Schedule 5.15.         “Total Net Leverage Ratio” shall mean, with respect to any Calculation Date, the ratio  of  (a) Consolidated Total Net Debt as of the Calculation Date to (b) Consolidated EBITDA for the  Test Period most recently ended prior to the Calculation Date for which financial information has  been delivered to the Administrative Agent and the Lenders pursuant to Section 5.01(a) or (b).                                          108  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Trade Date” shall have the meaning assigned to such term in Section 11.04(g)(i).         “Transactions” shall mean, collectively, the transactions to occur pursuant to the Loan  Documents,  including  (a) the  execution  and  delivery  of  the  Loan  Documents  and  the  initial  borrowings hereunder, (b) the repayment in full of all loans and other accrued and outstanding  obligations  under  the  Existing  Credit  Agreement  on  the  Closing  Date,  and  the  release  and  termination of all security interests in connection therewith, in each case in a manner satisfactory  to the Mandated Lead Arrangers; and (c) the payment of all fees and expenses to be paid on or  prior to the Closing Date and owing in connection with the foregoing.         “Transfer Conditions” shall mean, with respect to any Asset Sale, (a) no Default shall  have occurred and be continuing both immediately before and immediately after giving effect to  such Asset Sale; (b) the Designated Company shall both immediately before and, on a Pro Forma  Basis, immediately after giving effect to such Asset Sale, be in compliance with the Financial  Performance Covenant, in each case as of the last day of the four consecutive fiscal quarter period  of the Designated Company then last ended for which financial statements have been (and are  required to have been) delivered under Section 5.01(a) or (b); and (c) such Asset Sale shall have  been made for fair market value.         “Transferred Guarantor” shall have the meaning assigned to such term in Section 7.09.         “Tulip Conditions” shall mean (i) the Tulip Foundation directly owns 50% or less of the  Equity  Interests  of  Aleris  German  GP  Holdco;  provided  that,  if  at  any  time  after  the  Aleris  Acquisition Closing Date the Tulip Foundation owns a lesser percentage of the Equity Interests of  Aleris German GP Holdco, then on and after such date such ownership percentage may not be  subsequently increased, (ii) the Tulip Foundation shall not directly or indirectly receive the benefit  of any rights under the Organizational Documents of the Aleris German GP Holdco or otherwise  (including under any voting rights agreement or other contractual arrangement), other than those  in effect on the Third Amendment Effective Date or otherwise consented to in writing by the  Administrative Agent in its sole discretion, (iii) the Tulip Foundation shall not have any direct or  indirect rights to reduce or impair the value, validity or enforceability of the Guarantee, the Foreign  Guarantees,  or  the  Collateral,  in  each  case  granted  by  an  Aleris  German  Non-Wholly  Owned  Subsidiary or a German Borrower Holding Company, or to otherwise directly or indirectly limit  or prohibit the ability of the Secured Parties from enforcing any rights under any Loan Document,  (iv) the Tulip Foundation shall not take any adverse action against the Collateral or any Secured  Party in respect of any Loan Document, any of the Secured Obligations, or otherwise related to  the Collateral or any interest of the Secured Parties in the Aleris German Non-Wholly Owned  Subsidiaries and the German Borrower Holding  Companies,  including in connection with  any  enforcement of remedies by any Secured Party, and (v) if Aleris Deutschland Vier GmbH & Co.  KG does not become a Loan Party on the Aleris Acquisition Closing Date, then following the  appointment of managing directors of Aleris German GP Holdco that are reasonably satisfactory  to the Designated Company, Aleris Deutschland Vier GmbH & Co. KG shall become a Guarantor  and  shall  pledge  its  assets,  including  its  shares  in  Aleris  Rolled  Products,  in accordance  with  Section 5.11.                                        109  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Tulip Foundation” shall mean Stichting Tulip Foundation for arts, sports and elevation,  a  non-profit  organization,  and  any  successor  or  assign  thereof  that  is  a  charitable  non-profit  organization not Controlled by the Designated Company or any of its Restricted Subsidiaries.         “Type,” when used in reference to any Loan or Borrowing, refers to whether the rate of  interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to  the Eurodollar Rate or the Fallback Rate.         “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the  State of New York; provided that if perfection or the effect of perfection or non-perfection or the  priority of any security interest in any Collateral is governed by the Uniform Commercial Code as  in  effect  in  a  jurisdiction  other  than  the  State  of  New  York,  “UCC”  shall  mean  the  Uniform  Commercial Code as in effect from time to time in such other jurisdiction for purposes of the  provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.         “UK Financial Institution” means any BRRD Undertaking (as such term is defined under  the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential  Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended  from  time  to  time)  promulgated  by  the  United  Kingdom  Financial  Conduct  Authority,  which  includes  certain  credit  institutions  and  investment  firms,  and  certain  affiliates  of  such  credit  institutions or investment firms.         “UK  Resolution  Authority”  means  the  Bank  of  England  or  any  other  public  administrative authority having responsibility for the resolution of any UK Financial Institution.         “Ulsan Joint Venture Partner” shall mean Kobe Steel, Ltd., a company organized under  the laws of Japan.         “Ulsan JV Subsidiary” shall mean  a joint  venture stock  company organized, or to  be  organized, in Korea, and registered, or to be registered, in the Commercial Corporate Registry in  Korea.         “Ulsan Sale Agreement” shall mean that certain share sale and purchase agreement, dated  as of May 10, 2017, between NKL and the Ulsan Joint Venture Partner.          “Ulsan Share Sale” shall mean the sale, pursuant to the terms of the Ulsan Sale Agreement,  by NKL of 49.9%% of the Equity Interests owned by NKL in the Ulsan JV Subsidiary to the Ulsan  Joint Venture Partner, for cash in the amount of $314,370,000, and the subsequent sale by NKL  of 0.1% of the Equity Interests owned by NKL in the Ulsan JV Subsidiary to the Ulsan Joint  Venture Partner, for cash in the amount of $630,000.                                         110  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Undisclosed  Administration”  means,  in  relation  to  a  Lender  or  its  direct  or  indirect  parent company, the appointment of an administrator, provisional liquidator, conservator, receiver,  trustee, custodian, or other similar official by a supervisory authority or regulator under or based  on  the  law  in  the  country  where  such  Lender  or  such  parent  company  is  subject  to  home  jurisdiction, if applicable law requires that such appointment not be disclosed.         “U.K.  Guarantor” shall mean  each Restricted Subsidiary  of the Designated Company  incorporated  in  England  and  Wales  party  hereto  as  a  Guarantor,  and  each  other  Restricted  Subsidiary  of  the  Designated  Company  incorporated  in  England  and  Wales that  becomes  a  Guarantor pursuant to the terms hereof, and, on and after the Designated Holdco Effective Date,  Designated Holdco.         “U.K.  Holdco”  shall  mean  a  newly  formed  direct  Wholly  Owned  Subsidiary  of  AV  Minerals,  organized  under  the  laws  of  England  and Wales,  formed  in  connection  with  the  Permitted Reorganization.         “U.K.  Security  Agreement”  shall  mean,  collectively,  (i)  any  Security  Agreement,  including all sub-parts thereto, among any U.K. Guarantors (and such other Persons as may be  party thereto) and the Collateral  Agent for the benefit  of the Secured Parties,  (ii) each pledge  agreement, mortgage, security agreement, charge, assignment, guarantee or other agreement that  is entered into by any U.K. Guarantor or any Person who is the holder of Equity Interests in any  U.K. Guarantor in favor of the Collateral Agent and/or the Revolving Credit Collateral Agent in  its capacity as agent for the Secured Parties pursuant to the terms of the Intercreditor Agreement  and  the  other  Loan  Documents,  and  (iii)  any  other  pledge  agreement,  mortgage,  security  agreement, charge, assignment or other agreement entered into pursuant to the terms of the Loan  Documents, in each case of clauses (i), (ii) and (iii), that is governed by the laws of England and  Wales, securing the Secured Obligations, and entered into pursuant to the terms of this Agreement  or any other Loan Document, as the same may be amended, restated or otherwise modified from  time to time.         “United States” shall mean the United States of America.         “Unrestricted Cash” shall mean cash and Cash Equivalents of the Designated Company  and its Restricted Subsidiaries (in each case, free and clear of all Liens (other than Liens permitted  pursuant  to Section  6.02(a), (j),  and (k))),  to  the  extent  the  use  thereof  for  the  application  to  payment  of  Indebtedness  is  not  prohibited  by  law  or  any  contract  to  which  the  Designated  Company or any of the Restricted Subsidiaries is a party and excluding cash and Cash Equivalents  which are listed as “restricted” on the consolidated balance sheet of the Designated Company and  its Subsidiaries as of such date.         “Unrestricted Grantors” shall mean Loan Parties that are not Restricted Grantors.                                         111  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        “Unrestricted Subsidiary” shall mean Novelis Services (Europe) Inc., Novelis Services  (North America) Inc. and any Subsidiary of the Designated Company designated by the Board of  Directors  of  the  Designated  Company  as  an  Unrestricted  Subsidiary  pursuant  to Section  5.16  subsequent to the Closing Date.         “Upfront Fee Letter” shall mean the fee letter between the Borrower and the Lenders,  dated January 10, 2017.         “Upfront Fees” shall have the meaning assigned to such term in the Upfront Fee Letter.         “US GAAP” shall have the meaning assigned to such term in Section 1.04.         “U.S.  Guarantor”  shall  mean  each  Co-Borrower  or  Restricted  Subsidiary  of  the  Designated Company organized in the United States, any state thereof or the District of Columbia,  party  hereto  as  a  Guarantor,  and  each  other  Co-Borrower  or  Restricted  Subsidiary  of  the  Designated  Company  incorporated  in the  United  States,  any  state  thereof  or  the  District  of  Columbia that becomes a Guarantor pursuant to the terms hereof.         “U.S. Hold Separate Assets” shall mean the assets of Aleris Rolled Products, Inc. located  at its plant in Lewisport, KY, and its research and development center in Madison Heights, MI,  and all ancillary assets of Aleris Rolled Products, Inc. and/or other U.S. Subsidiaries of Aleris  directly related to the operation of such plant or such research and development center, solely to  the extent that such assets are required to be held and maintained separate from the other businesses  and  operations  of  the  Companies  and  Aleris  Rolled  Products,  Inc.  pursuant  to  the  U.S.  Hold  Separate Order and the U.S. Hold Separate Agreements, collectively.         “U.S. Hold Separate Order” shall mean the order to  hold  certain  U.S.  Hold Separate  Assets separate from the businesses and assets of the Companies entered by the United States  District Court for the Northern District of Ohio on January 9, 2020 in the matter of United States  of America v. Novelis, Inc. and Aleris Corporation, No. 19-CV-02033 (filed N.D. Ohio Sept. 4,  2019).         “U.S.  Hold  Separate  Agreements”  shall  mean  all  agreements  (and  any  replacements  thereof entered into with the prior written consent of the Administrative Agent) among Novelis  Inc. and/or any of its U.S. Subsidiaries, and one or more United States Governmental Authorities,  in each case entered into in connection with the U.S. Hold Separate Order on or before the Aleris  Acquisition Closing Date, copies of which shall be delivered to the Administrative Agent and the  Lenders promptly upon the execution thereof; provided that (x) such agreements shall not restrict  the pledge of assets of the Companies other than the assets of Aleris Rolled Products, Inc. located  at its plant in Lewisport, KY, and all ancillary assets of Aleris Rolled Products, Inc. and/or other  U.S. Subsidiaries of Aleris directly related to the operation of such plant and (y) the restrictions on                                        112  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  pledging the assets of Aleris Rolled Products, Inc. located at its plant in Lewisport, KY, and all  ancillary assets of Aleris Rolled Products, Inc. and/or other U.S. Subsidiaries of Aleris directly  related to the operation of such plant set forth in such agreements shall not, taken as a whole, be  materially more restrictive, in the good faith determination of Novelis Inc., than the restrictions on  pledging  such  assets  set  forth  in  the  U.S.  Hold  Separate  Order  (it  being  understood  that  the  restrictions set forth in such agreements may be more detailed than those set forth in the U.S. Hold  Separate Order).         “U.S. Issuer” shall mean Novelis Corporation, a Texas corporation.         “U.S. Loan Parties” shall mean Novelis Acquisitions (and, immediately after giving effect  to  the  merger  of  Novelis  Acquisitions with  and  into  Aleris  in  connection  with  the  Aleris  Acquisition, Aleris) and the U.S. Guarantors.         “U.S. Person” shall mean any Person that is a “United States person” as defined in Section  7701(a)(30) of the Code.         “U.S.  Security  Agreement”  shall  mean,  collectively  (i)  any  Security  Agreement  (including all subparts thereto) among any U.S. Loan Parties (and such other Persons as may be  party thereto) and the Collateral  Agent for the benefit  of the Secured Parties,  (ii) each pledge  agreement, mortgage, security agreement, guarantee or other agreement that is entered into by any  U.S. Loan Party or any Person who is the holder of Equity Interests in any U.S. Loan Party in favor  of the Collateral Agent and/or the Revolving Credit Collateral Agent in its capacity as agent for  the  Secured  Parties  pursuant  to  the  terms  of  the  Intercreditor  Agreement  and  the  other  Loan  Documents, and (iii) any other pledge agreement, mortgage, security agreement or other agreement  entered into pursuant to the terms of the Loan Documents, in each case of clauses (i), (ii) and (iii),  that is governed by the laws of the United States (or any subdivision thereof), securing the Secured  Obligations, and entered into pursuant to the terms of this Agreement or any other Loan Document,  as the same may be amended, restated or otherwise modified from time to time.         “U.S. Tax Obligor” shall mean (a) a Co-Borrower which is resident for tax purposes in  the United States; or (b) a Loan Party some or all of whose payments under the Loan Documents  are from sources within the United States for U.S. federal income tax purposes.         “Voting Stock” shall mean, with  respect  to  any person, any  class or classes of Equity  Interests  pursuant  to  which  the  holders  thereof  have  the  general  voting  power  under  ordinary  circumstances to elect at least a majority of the Board of Directors of such person.         “Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness at  any date, the number of  years obtained by dividing:  (a) the sum  of the products  obtained by  multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or                                        113  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  other required payments of principal, including payment at final maturity, in respect thereof, by  (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date  and  the  making  of  such  payment; by (b) the  then  outstanding  principal  amount  of  such  Indebtedness.          “Wholly Owned Subsidiary” shall mean, as to any person, (a) any corporation 100% of  whose capital stock (other than directors’ qualifying shares) is at the time owned by such person  and/or  one  or  more  Wholly  Owned  Subsidiaries  of  such  person  and  (b) any  partnership,  association, joint venture, limited liability company or other entity in which such person and/or  one or more Wholly Owned Subsidiaries of such person have a 100% equity interest at such time.         “Wind-Up” shall have the meaning assigned to such  term in Section 6.05(g), and the term  “Winding-Up” shall have a meaning correlative thereto.         “Withdrawal  Liability”  shall  mean  liability  to  a  Multiemployer  Plan  as  a  result  of  a  complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I  of Subtitle E of Title IV of ERISA.         “Withholding Agent” shall mean any Loan Party and the Administrative Agent.         “Write-Down  and  Conversion  Powers”  shall  mean, (a) with  respect  to  any  EEA  Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority  from time to time under the Bail-In Legislation for the applicable EEA Member Country, which  write-down and conversion powers are described in the EU Bail-In Legislation Schedule., and (b)  with respect to the United Kingdom,  any powers of the applicable Resolution Authority  under  the Bail-In  Legislation to cancel,  reduce, modify  or change the form  of a liability of any  UK  Financial Institution  or any contract or instrument under which that liability arises, to convert all  or part of that liability into shares, securities or obligations of that person or any other person, to  provide that any such contract or instrument is to have effect as if a right had been exercised under  it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In  Legislation that are related to or ancillary to any of those powers.   Section 1.02 Classification of Loans and Borrowings.  For purposes of this Agreement, Loans  may be classified and referred to by Class (e.g., an “Initial Term Loan” or an “Incremental Term  Loan”) or Type (e.g., a “Eurodollar Rate Loan”).  Borrowings also may be classified and referred  to by Class or Type (e.g., a “Eurodollar Term Borrowing”).   Section 1.03 Terms Generally; Currency Translation.  The definitions of terms herein shall  apply equally to the singular and plural forms of the terms defined.  Whenever the context may  require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The  words  “include,”  “includes”  and  “including”  shall  be  deemed  to  be  followed  by  the  phrase  “without limitation.”  The word “will” shall be construed to have the same meaning and effect as                                        114  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  the word “shall.”  Unless the context requires otherwise (a) any definition of or reference to any  Loan  Document,  agreement,  instrument  or  other  document  (including  any  Organizational  Document) herein shall be construed as referring to such agreement, instrument or other document  as from time to time amended, supplemented or otherwise modified (subject to any restrictions on  such amendments, supplements or modifications set forth herein or in any other Loan Document,  including the restrictions set forth in the definition of Aleris Merger Agreement), (b) any reference  herein to any person shall be construed to include such person’s successors and assigns, (c) any  reference to a Subsidiary of a Person shall include any direct or indirect Subsidiary of such Person,  (d) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed  to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references  herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and  Sections  of,  and  Exhibits  and  Schedules  to,  this  Agreement,  (f) any  reference  to  any  law  or  regulation herein shall include all statutory and regulatory provisions consolidating, amendment  or interpreting such law or regulation and any reference to any law or regulation shall, unless  otherwise specified, refer to such law or regulation as amended, modified or supplemented from  time to time, (g) the words “asset” and “property” shall be construed to have the same meaning  and effect and to refer to any and all tangible and intangible assets and properties, including cash,  securities, accounts and contract rights and (h) “on,” when used with respect to the Mortgaged  Property  or  any  property  adjacent  to  the  Mortgaged  Property,  means  “on,  in,  under,  above  or  about.”  For purposes of this Agreement and the other Loan Documents, where the permissibility  of a transaction or determinations of required actions or circumstances depend upon compliance  with, or are determined by reference to, amounts stated in dollars, such amounts shall be deemed  to refer to Dollars or Dollar Equivalents and any requisite currency translation shall be based on  the  Spot  Selling  Rate  in  effect  on  the  Business  Day  immediately  preceding  the  date  of  such  transaction or determination and the permissibility of actions taken under Article VI shall not be  affected by subsequent fluctuations in exchange rates (provided that if Indebtedness is incurred to  refinance other Indebtedness, and such refinancing would cause the applicable dollar denominated  limitation  to  be exceeded if calculated  at  the Spot  Selling Rate in  effect  on the Business  Day  immediately preceding the date of such refinancing, such dollar denominated restriction shall be  deemed not to have been exceeded so long as (x) such refinancing Indebtedness is denominated in  the same currency as such Indebtedness being refinanced and (y) the principal amount of such  refinancing  Indebtedness  does  not  exceed  the  principal  amount  of  such  Indebtedness  being  refinanced  except  as  permitted by the definition  of Permitted Refinancing  Indebtedness).   For  purposes  of  this  Agreement  and  the  other  Loan  Documents,  the  word  “foreign”  shall  refer  to  jurisdictions other than the United States, the states thereof and the District of Columbia.  From  and after the effectiveness of the Permitted Holdings Amalgamation, all references to Borrower in  any Loan Document shall refer to the Successor Borrower and (ii) all references to Holdings in  any Loan Document shall refer to “Holdings” as defined herein. Subject to Section 11.17, in the  case of a conflict between the terms of this Agreement and the terms of any other Loan Document,  the terms of this Agreement shall govern and control.   For  purposes  of  any  Collateral  located  in  the  Province  of  Quebec  or  charged  by  any  deed  of  hypothec (or any other Loan Document) subject to or governed by the laws of the Province of  Quebec and for all other purposes pursuant to which the interpretation or construction of a Loan  Document may be subject to the laws of the Province of Quebec or a court or tribunal exercising  jurisdiction  in  the  Province  of  Québec,  (a)  “personal  property”  shall  be  deemed  to  include  “movable  property”, (b)  “real  property”  shall  be  deemed  to  include  “immovable  property”,                                        115  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  (c) “tangible property” shall be deemed to include “corporeal property”, (d) “intangible property”  shall be deemed to include “incorporeal property”, (e) “security interest”, “mortgage” and “lien”  shall be deemed to include a “hypothec”, “prior claim” and a “resolutory clause”, (f) all references  to  filing,  registering  or  recording  under  the  UCC  or  the  PPSA  shall  be  deemed  to  include  publication under the Civil Code, (g) all references to “perfection” of or “perfected” Liens shall  be deemed to include a reference to an “opposable” or “set up” Liens as against third parties, (h)  any “right of offset”, “right of setoff” or similar expression shall be deemed to include a “right of  compensation”, (i) “goods” shall be deemed to include “corporeal movable property” other than  chattel paper, documents of title, instruments, money and securities, (j) an “agent” shall be deemed  to include a “mandatary” or the “hypothecary representative of the Secured Parties”, as the case  may  be,  (k)  “construction  liens”  shall  be  deemed  to  include  “legal  hypothecs”,  (l)  “joint  and  several” shall be deemed to include “solidary”, (m) “gross negligence or willful misconduct” shall  be deemed to be “intentional or gross fault”, (n) “beneficial ownership” shall be deemed to include  “ownership  on  behalf  of  another  as  mandatary”,  (o) “easement”  shall  be  deemed  to  include  “servitude”, (p) “priority” shall be deemed to include “prior claim”, (q) “survey” shall be deemed  to include “certificate of location and plan”, and (r) “fee simple title” shall be deemed to include  “absolute ownership”.   Section 1.04 Accounting Terms; GAAP.  Except as otherwise expressly provided herein, all  financial statements to be delivered pursuant to this Agreement shall be prepared in accordance  with generally accepted accounting principles in the United States applied on a consistent basis as  in effect from time to time (“US GAAP”) and all terms of an accounting or financial nature shall  be construed and interpreted in accordance with US GAAP, as in effect from time to time unless  otherwise agreed to by the Designated Company and the Required Lenders or as set forth below;  provided that (i) the Designated Company may elect to convert from US GAAP for the purposes  of  preparing  its  financial  statements  and  keeping  its  books  and  records  to  IFRS  and  if  the  Designated Company makes such election it shall give prompt written notice to the Administrative  Agent and the Lenders within five Business Days of such election, along with a reconciliation of  the Designated Company’s financial statements covering the four most recent fiscal quarters for  which financial statements are available (including a reconciliation of the Designated Company’s  audited financial statements prepared during such period), (ii) upon election of any conversion to  IFRS, the Administrative Agent, the Lenders and the Designated Company shall negotiate in good  faith to amend the financial ratios and requirements and other terms of an accounting or a financial  nature in the Loan Documents to preserve the original intent thereof in light of such conversion to  IFRS (subject to the approval of the Required Lenders); provided that, until so amended (x) such  ratios or requirements (and all terms of an accounting or a financial nature) shall continue to be  computed in accordance with US GAAP prior to such conversion to IFRS and (y) the Designated  Company  shall  provide  to  the  Administrative  Agent  and  the  Lenders  any  documents  and  calculations  required  under  this  Agreement  or  as  reasonably  requested  hereunder  by  the  Administrative Agent or any Lender setting forth a reconciliation between calculations of such  ratios and requirements and other terms of an accounting or a financial nature made before and  after giving effect to such conversion to IFRS and (iii) if at any time any change in US GAAP or  change in IFRS would affect the computation of any financial ratio or requirement or other terms  of  an  accounting  or  a  financial  nature  set  forth  in  any  Loan  Document,  and  the  Designated  Company or the Required Lenders shall so request, the Administrative Agent, the Lenders and the  Designated Company shall negotiate in good faith to amend such ratio or requirement or other  terms of an accounting or a financial nature to preserve the original intent thereof in light of such                                        116  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  change in US GAAP or change in IFRS (subject to the approval of the Required Lenders); provided  that, until so amended, (x) such ratio or requirement or other terms of an accounting or a financial  nature shall continue to be computed in accordance with US GAAP prior to such change therein  or change in IFRS and (y) the Designated Company shall provide to the Administrative Agent and  the Lenders any documents required under this Agreement or as reasonably requested hereunder  setting forth a reconciliation between calculations of such ratio or requirement or other terms of  an accounting or a financial nature made before and after giving effect to such change in US GAAP  or change in IFRS.  Notwithstanding the foregoing, for purposes of determining compliance with  any  covenant  contained  herein,  Indebtedness  of  Holdings,  the  Designated  Company  and  its  Subsidiaries (and, on and after the Specified AV Minerals Joinder Date, AV Minerals) shall be  deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB  ASC 825 on financial liabilities shall be disregarded.  For the avoidance of doubt, with respect to  the incurrence of any Indebtedness or the making of any Investment, Asset Sale, Sale Leaseback  Transaction or Restricted Payment in reliance on any provision of Article VI hereof that is based  on a percentage of Consolidated Net Tangible Assets, such provision shall be deemed to be tested  solely upon incurrence of such Indebtedness or the making of any such Investment, Asset Sale,  Sale  Leaseback  Transaction  or  Restricted  Payment  with  respect  to  Consolidated  Net  Tangible  Assets as of the end of the most recent period for which financial statements have been delivered  under Section  5.01(a) or (b).  Notwithstanding  anything  to  the  contrary  in  this  Agreement,  regardless  of  whether  Ulsan  JV  Subsidiary  is  a  Subsidiary,  the  financial  results  of  Ulsan  JV  Subsidiary shall be included in all consolidated financial results of the Designated Company and  its  Subsidiaries  to  the  extent  the  Designated  Company  consolidates  the  results  of  Ulsan  JV  Subsidiary  in  its  financial  statements  in  accordance  with  US  GAAP; provided that  the  proportionate  interest  of  the  Ulsan  Joint  Venture  Partner  in  the Ulsan  JV  Subsidiary  and  any  liability of the Ulsan JV Subsidiary to pay Distributions to the Ulsan Joint Venture Partner with  respect to such proportionate interest shall be excluded for the purposes of all financial definitions  under this Agreement.  Notwithstanding anything to the contrary in this Agreement, nothing in  this  Agreement  shall  be  deemed  to  require  the  consolidation  of  Ulsan  JV  Subsidiary  into  the  consolidated financial results of the Designated Company to the extent not required under US  GAAP.   Section 1.05 Resolution of Drafting Ambiguities.  Each Loan Party acknowledges and agrees  that  it  was  represented  by  counsel  in  connection  with  the  execution  and  delivery  of  the  Loan  Documents to which it is a party, that it and its counsel reviewed and participated in the preparation  and negotiation hereof and thereof and that any rule of construction to the effect that ambiguities  are to be resolved against the drafting party shall not be employed in the interpretation hereof or  thereof.    Section 1.06 Pro Forma Calculations.  Notwithstanding anything to the contrary herein, the  Total Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Secured Net Leverage Ratio  and the Consolidated Interest Coverage Ratio shall be calculated on a Pro Forma Basis with respect  to each Specified Transaction occurring during the applicable four quarter period to which such  calculation relates, or subsequent to the end of such four-quarter period but not later than the date  of such calculation (such period, the “Measurement Period”); provided that notwithstanding the  foregoing,  (a)  when  calculating  the  Senior  Secured  Net  Leverage  Ratio  for  purposes  of  determining  the  applicable  percentage  of  Excess  Cash  Flow  set  forth  in Section 2.10(f),  such  calculation shall be made on a Pro Forma Basis with respect to Specified Transactions shall not                                        117  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  give effect to Specified Transactions occurring subsequent to the applicable four quarter period  and  (b)  for  the  purpose  of  calculating  the  Total  Net  Leverage  Ratio,  the  Senior  Secured  Net  Leverage  Ratio,  and  the  Secured  Net  Leverage  Ratio  on  a  Pro  Forma  Basis  on  any  date,  Consolidated Total Net Debt shall be increased on a Dollar Equivalent for Dollar Equivalent basis  by the lesser of (x) the amount of cash and Cash Equivalents paid by the Companies  subsequent  to  the  end  of  the  applicable  four  quarter  period  and  on  or  prior  to  the  applicable  date  of  determination, in connection with Specified Transactions and (y) the maximum amount of cash  and Cash Equivalents constituting Unrestricted Cash as of the end of the applicable four quarter  period.   Section 1.07 Calculation of Reference Bank Rate and Cost of Funds.         (a)   Subject to clause (b) below, if the Fallback Rate is to be determined on the basis of  a Reference Bank Rate but a Reference Bank does not supply a quotation by the Specified Time,  the  Reference  Bank  Rate  shall  be  calculated  on  the  basis  of  the  quotations  of  the  remaining  Reference Banks.         (b)   If at or about the Specified Time, none or only one of the Reference Banks supplies  a quotation, there shall be no Reference Bank Rate for the relevant Interest Period.         (c)   If the Fallback Rate is to be determined on the basis of the Cost of Funds and the  Administrative Agent or the Designated Company so requires, the Administrative Agent and the  Designated Company shall enter into negotiations (for a period of not more than thirty days) with  a view to agreeing a substitute basis for determining the rate of interest. Any alternative basis  agreed pursuant  to  the immediately preceding sentence shall, with  the prior consent  of  all the  Lenders and the Designated Company, be binding on all Parties.         (d)   If  the  Fallback  Rate  applies,  the  Administrative  Agent  shall,  as  soon  as  is  practicable, notify the Designated Company.   Section 1.08 Role of Reference Banks.         (a)   No Reference Bank, in its capacity as such, is under any obligation to provide a  quotation or any other information to any Agent.         (b)   No Reference Bank, in its capacity as such, will be liable for any action taken by it  under or in connection with any Loan Document, or for any Reference Bank Quotation, unless  directly caused by such Reference Bank’s gross negligence or willful misconduct.         (c)   No  Party  (other  than  the  relevant  Reference  Bank)  may  take  any  proceedings  against any officer, employee or agent of any Reference Bank in respect of any claim it might have  against  that  Reference  Bank  or  in  respect  of  any  act  or  omission  of  any  kind  by  that  officer,                                        118  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  employee or agent in relation to any Loan Document, or to any Reference Bank Quotation, and  any officer, employee or agent of each Reference Bank may rely on this Section 1.08.          (d)    Except as otherwise expressly set forth herein, no Reference Bank that obtains the  benefits of this Section 1.08, shall have any right to notice of any action or to consent to, direct or  object to any action hereunder or under any other Loan Document or otherwise in respect of the  Collateral (including the release or impairment of any Collateral) other than in its capacity as a  Lender and, in such case, only to the extent expressly provided in the Loan Documents.         (e)   A  Reference  Bank  which  is  not  a  Party  may  rely  on  this Section  1.08,  and  Section 1.09.   Section 1.09 Confidentiality of Funding Rates and Funding Bank Quotations.         (a)   Confidentiality and Disclosure               (i)   The Administrative Agent and each Loan Party agree to keep each Funding        Rate  (and,  in  the  case  of  the  Administrative  Agent,  each  Reference  Bank  Quotation)        confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b),        (c) and (d) below.               (ii)  The Administrative Agent may disclose:               (1)   any Funding Rate (but not, for the avoidance of doubt, any Reference Bank        Quotation) to any Loan Party; and               (2)   any Funding Rate or any Reference Bank Quotation to any Person appointed        by it to provide administration services in respect of one or more of the Loan Documents        to the extent necessary to enable such service provider to provide those services if the        service provider to whom that information is to be given has entered into a confidentiality        agreement in form and substance reasonably acceptable to the Administrative Agent and        the relevant Lender or Reference Bank, as the case may be.               (iii) The Administrative Agent may disclose any Funding Rate or any Reference        Bank Quotation, and each Loan Party may disclose any Funding Rate, to:               (1)   any of its Affiliates and any of its or their respective Related Parties if any        Person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to        this clause (1) is informed in writing of its confidential nature and that it may be price-       sensitive information except that there shall be no such requirement to so inform if the                                        119  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        recipient  is  subject  to  professional  obligations  to  maintain  the  confidentiality  of  that        Funding  Rate  or  Reference  Bank  Quotation  or  is  otherwise  bound  by  requirements  of        confidentiality in relation to it;               (2)   any Person to whom information is required or requested to be disclosed by        any  court  of  competent  jurisdiction  or  any  governmental,  banking,  taxation  or  other        regulatory authority or similar body, the rules of any relevant stock exchange or pursuant        to any applicable law or regulation if the person to whom that Funding Rate or Reference        Bank Quotation is to be given is informed in writing of its confidential nature and that it        may be price-sensitive information except that there shall be no requirement to so inform        if, in the opinion of the Administrative Agent or the relevant Loan Party, as the case may        be, it is not practicable to do so in the circumstances;               (3)   any Person to whom information is required to be disclosed in connection        with,  and  for  the  purposes  of,  any  litigation,  arbitration,  administrative  or  other        investigations,  proceedings  or  disputes  if  the  Person  to  whom  that  Funding  Rate  or        Reference Bank Quotation is to be given is informed in writing of its confidential nature        and that it may be price-sensitive information except that there shall be no requirement to        so inform if, in the opinion of the Administrative Agent or the relevant Loan Party, as the        case may be, it is not practicable to do so in the circumstances; and               (4)   any Person with the consent of the relevant Lender or Reference Bank, as        the case may be.               (iv)  The  Administrative  Agent’s  obligations  in  this Section  1.09 relating  to        Reference Bank Quotations are without prejudice to any obligation it has to notify the Loan        Parties and the Lenders of the determination of a rate of interest under this Agreement;        provided that (other than pursuant to clause (ii)(1) above) the Administrative Agent shall        not include the details of any individual Reference Bank Quotation as part of any such        notification.         (b)   Related Obligations               (i)   The  Administrative  Agent  and  each  Loan  Party  acknowledge  that  each        Funding Rate (and, in the case of the Agent, each Reference Bank Quotation) is or may be        price-sensitive information and that its use may be regulated or prohibited by applicable        legislation including securities laws relating to insider dealing and market abuse and the        Administrative Agent and each Loan Party undertake not to use any Funding Rate or, in        the case of the Administrative Agent, any Reference Bank Quotation, for any unlawful        purpose.                                         120  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






              (ii)  The  Administrative  Agent  and  each  Loan  Party  agree  (to  the  extent        permitted by law and regulation) to inform the relevant Lender or Reference Bank, as the        case may be:               (1)   of  the  circumstances  of  any  disclosure  made  pursuant  to  clause (iii)(2)        except where such disclosure is made to any of the persons referred to in that clause during        the ordinary course of its supervisory or regulatory function; and               (2)   upon becoming aware that any information has been disclosed in breach of        this Section 1.09.         (c)   No Event of Default               (i)   No Event of Default shall occur solely as a result of a Loan Party’s failure        to comply with this Section 1.09.   Section 1.10 Amendments  to  Permitted  Customer  Account  Financing  Definition.  Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, if the  definition  of  “Permitted  Customer  Account  Financing”  in  the  Revolving Credit  Agreement  is  amended after the Second Amendment Effective Date (each such amendment to such definition, a  “Permitted ABL Customer Account Financing Amendment”), then on and after the first date  that the Companies have complied with the Permitted Customer Account Financing Amendment  Conditions in  respect  of such Permitted ABL Customer Account  Financing Amendment, such  Permitted ABL Customer Account Financing Amendment shall automatically be deemed to have  amended the definition of Permitted Customer Account Financing in this Agreement, and shall be  incorporated  by  reference  in  the  definition  of  Permitted  Customer  Account  Financing  in  this  Agreement  as  if  set  forth  fully  herein, mutatis  mutandis.  Thereafter,  upon  the  request  of  the  Administrative Agent or any Lender, the Designated Company and the Administrative Agent shall  enter into an additional agreement or an amendment to this Agreement  (as the Administrative  Agent  may  request),  evidencing  the  incorporation  of  such  Permitted  ABL  Customer  Account  Financing Amendment. As of the Second Amendment Effective Date, each Lender party to the  Second  Amendment,  which  Lenders  constitute  the  Required  Lenders,  and  each  Lender  that  becomes  a  party  to  this  Agreement  after  the  Second  Amendment  Effective  Date,  expressly  consents to the terms of this Section 1.10, and hereby agrees that any amendments to the definition  of Permitted Customer Account Financing effected pursuant to this Section 1.10 after the Second  Amendment Effective Date shall be deemed to have been consented to by such Lenders (and any  successor or permitted assign thereof).   Section 1.11 Divisions. For all purposes  under the  Loan  Documents,  in  connection with  any  division  or  plan  of  division  under  Delaware  law  (or  any  comparable  event  under  a  different  jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset,  right, obligation or liability of a different Person, then it shall be deemed to have been transferred  from the original Person to the subsequent Person, and (b) if any new Person comes into existence,                                        121  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  such new Person shall be deemed to have been organized on the first date of its existence by the  holders of its Equity Interests at such time.                                    ARTICLE II                                                                           THE CREDITS   Section 2.01 Commitments.         (a)   Subject to  the  terms  and  conditions  and  relying  upon  the  representations  and  warranties herein set forth, each Lender party hereto on the Closing Date agrees, severally and not  jointly, to make a Term Loan in Dollars to the Borrower on the Closing Date as set forth herein in  the principal amount not to exceed its Term Loan Commitment on the Closing Date.         (b)   Subject  to  the  terms  and  conditions  of  the  Aleris  Increase  Joinder  Amendment  (including  the  conditions  precedent  set  forth  in  Section  5  of  the  Aleris  Increase Joinder  Amendment) and this Agreement and relying upon the representations and warranties therein and  herein set forth, each Aleris Incremental Term Lender agrees, severally and not jointly, to make  an Aleris Incremental Term Loan in Dollars to Novelis Acquisitions on the Aleris Incremental  Funding Date as set forth herein and in the Aleris Increase Joinder Amendment, in the principal  amount not to exceed its Aleris Incremental Term Loan Commitment on the Aleris Incremental  Funding Date.         (c)   Subject  to  the terms  and  conditions  and  relying  upon  the  representations  and  warranties set forth in the any Increase Joinder and in this Agreement, each Additional Lender  signatory to such Increase Joinder agrees, severally and not jointly, to make a Term Loan in Dollars  to the Co-Borrower specified in such Increase Joinder on the funding date set forth in such Increase  Joinder in the principal amount not to exceed the Incremental Term Loan Commitment specified  in such Increase Joinder.         (d)   Amounts paid or prepaid in respect of Term Loans may not be reborrowed.   Section 2.02 Loans.         (a)   Each Loan shall be made as part of a Borrowing consisting of Loans made by the  Lenders ratably in accordance with their applicable Commitments; provided that the failure of any  Lender  to  make  its  Loan  shall  not  in  itself  relieve  any  other  Lender  of  its  obligation  to  lend  hereunder (it being understood, however, that no Lender shall be responsible for the failure of any  other Lender to make any Loan required to be made by such other Lender).  Each Borrowing shall  be in an aggregate principal amount that is not less than (and in integral amounts consistent with)  the Minimum Amount.                                         122  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (b)   Subject  to Section  2.11 and Section  2.12,  each  Borrowing  shall  be  comprised  entirely  of  Eurodollar  Rate  Loans,  in  each  case  as  the  applicable  Co-Borrower  may  request  pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Rate Loan by causing  any domestic or foreign branch or Affiliate of such Lender to make such Loan (and the first proviso  to Section 2.16(a) shall apply to such Loan mutatis mutandis unless such Loan is funded by such  branch or Affiliate in accordance with Section 2.16(b)); provided that any exercise of such option  shall not affect the obligation of the Co-Borrowers to repay such Loan in accordance with the  terms of this Agreement. No Co-Borrower shall be entitled to request any Borrowing that, if made,  would result in more than three (3) Eurodollar Rate Borrowings by such Co-Borrower hereunder  at any one time. For purposes of the foregoing, Borrowings having different Interest Periods and  a  different  Co-Borrower,  regardless  of  whether  they  commence  on  the  same  date,  shall  be  considered separate Borrowings.         (c)   Each Lender shall make each Loan to be made by it hereunder on the proposed date  thereof  by  wire  transfer  of  immediately  available  funds  to  such  account  in  London  as  the  Administrative Agent may designate not later than 3:00 p.m., London time, and the Administrative  Agent shall promptly credit the amounts so received to an account of the applicable Co-Borrower  as directed by the applicable Co-Borrower in the applicable Borrowing Request maintained with  the Administrative Agent or, if a Borrowing shall not occur on such date because any condition  precedent herein specified or specified in the Aleris Increase Joinder Amendment or the applicable  Increase Joinder shall not have been met, return the amounts so received to the respective Lenders.         (d)   Unless the Administrative Agent shall have received notice from a Lender prior to  the date of any Borrowing that such Lender will not make available to the Administrative Agent  such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender  has made such portion available to the Administrative Agent on the date of such Borrowing in  accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such  assumption, make available to the applicable Co-Borrower on such date a corresponding amount.  If the Administrative Agent shall have so made funds available, then, to the extent that such Lender  shall not have made such portion available to the Administrative Agent, each of such Lender and  such Co-Borrower severally agrees to repay to the Administrative Agent forthwith on demand  such corresponding amount together with interest thereon, for each day from the date such amount  is made available to such Co-Borrower until the date such amount is repaid to the Administrative  Agent at (i) in the case of such Co-Borrower, the interest rate applicable at the time to the Loans  comprising such Borrowing and (ii) in the case of such Lender, the greater of the Interbank Rate  and a rate determined by the Administrative Agent in accordance with banking industry rules on  interbank  compensation.  If  such  Lender  shall  repay  to  the  Administrative  Agent  such  corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing  for purposes of this Agreement, and such Co-Borrower’s obligation to repay the Administrative  Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.         (e)   Notwithstanding anything to the contrary contained herein, the Co-Borrowers shall  not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period  requested with respect thereto would end after the Maturity Date of such Loans.                                        123  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Section 2.03 Borrowing Procedure.         (a)   To request a Borrowing, the Designated Company shall deliver, by hand delivery,  telecopier  or,  to  the  extent  separately  agreed  by  the  Administrative  Agent,  by  an  electronic  communication  in  accordance  with  the  second  sentence  of Section  11.01(b) and  the  second  paragraph  of Section 11.01(d),  a  duly  completed  and  executed  Borrowing  Request  to  the  Administrative Agent not later than 10:00 a.m., London time, three (3) Business Days before the  date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify  the following information in compliance with Section 2.02:                               (i)     the  names  of  the  Co-Borrower(s)  requesting  such                  Borrowing(s) and the aggregate amount of such Borrowing(s);                               (ii)    the  date  of  such  Borrowing(s),  which  shall  be  a                  Business  Day  (and  in  the  case  of  the  Aleris  Incremental  Term  Loans,                  occurring prior to the Aleris Incremental Commitment Termination Date);                               (iii)   the  initial  Interest  Period  to  be  applicable  to  each                  such Borrowing, which shall be a period contemplated by the definition of                  the term “Interest Period”;                               (iv)    the  location  and  number  of  such  Co-Borrowers’                  account(s) to which funds are to be disbursed, which shall comply with the                  requirements of Section 2.02(c); and                               (v)     in the case of the initial Credit Extension hereunder,                  under  the  Aleris  Incremental  Term  Loan  Commitments  or  under  any                  Incremental Term Loan Commitments, that the conditions set forth in Section                  4.03(b) - (d) have been satisfied as of the date of the notice, and in the case                  of Aleris Incremental Term Loans, that the conditions referred to in Section                  4.04 shall be satisfied as of the date designated pursuant to clause (ii) above.         Subject to the second proviso in the definition of “Interest Period,” if no Interest Period is  specified with respect to any requested Eurodollar Rate Borrowing, then the Co-Borrowers shall  be deemed to have selected an Interest Period of three month’s duration.  Promptly following  receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall  advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as  part of the requested Borrowing.         (b)   Appointment of the Designated Company as Administrative Borrower.  Each Co- Borrower hereby irrevocably appoints and constitutes the Designated Company as its agent to                                        124  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  request Loans and give notices pursuant to this Agreement in the name of or on behalf of such Co- Borrower.  The Administrative Agent and Lenders may disburse the Loans to such bank account  of the Designated Company or a Co-Borrower or otherwise make such Loans to a Co-Borrower as  the Designated Company may designate or direct, without notice to any other Co-Borrower or  Guarantor.  Each Loan Party hereby irrevocably appoints and constitutes the Designated Company  as its agent to receive statements of account and all other notices from the Agents and Lenders  with respect to the Secured Obligations or otherwise under or in connection with this Agreement  and  the  other  Loan  Documents,  including  the  Intercreditor  Agreement.   Any  notice,  election,  representation, warranty, agreement or undertaking by or on behalf of any other Loan Party by the  Designated Company shall be deemed for all purposes to have been made by such Loan Party, as  the case may be, and shall be binding upon and enforceable against such Loan Party to the same  extent  as  if  made  directly  by  such  Loan  Party.  The  Designated  Company  hereby  accepts  the  appointment  by  the  Co-Borrowers  and  the  other  Loan  Parties  to  act  as  the  agent  of  the  Co- Borrowers and the other Loan Parties and agrees to ensure that the disbursement of any Loans to  another Co-Borrower requested by or paid to or for the account of such Co-Borrower shall be paid  to or for the account of such Co-Borrower. No purported termination of the appointment of the  Designated Company as agent as aforesaid shall be effective, except after ten (10) days’ prior  written notice to the Administrative Agent and appointment by the Co-Borrowers of a replacement  agent for such Co-Borrowers.   Section 2.04 Repayment of Loans; Evidence of Debt.         (a)   Promise to Repay.  Each Co-Borrower hereby unconditionally promises to pay to  the Administrative Agent, for the account of each applicable Lender, the then unpaid principal  amount of each Term Loan of such Lender made to such Co-Borrower on the Maturity Date of  such Class of Term Loans outstanding at such time, together with all other Obligations relating to  such Class of Term Loans outstanding at such time.  All payments or repayments of Loans made  pursuant to this Section 2.04(a) shall be made in Dollars.           (b)   Lender  and  Administrative  Agent  Records.   Each  Lender  shall  maintain  in  accordance with its usual practice an account or accounts evidencing the Indebtedness of the Co- Borrowers to  such  Lender resulting from each  Loan made by such  Lender from  time to  time,  including the amounts of principal and interest payable and paid to such Lender from time to time  under this Agreement.  The Administrative Agent shall maintain accounts in which it will record  (i) the amount of each Loan made hereunder, the Type and Class thereof and the Interest Period  applicable thereto; (ii) the amount of any principal or interest due and payable or to become due  and payable from the Co-Borrower to each Lender hereunder; and (iii) the amount of any sum  received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s  share thereof.  The entries made in the accounts maintained pursuant to this paragraph shall be  prima facie evidence of the existence and amounts of the obligations therein recorded; provided  that the failure of any Lender or the Administrative Agent to maintain such accounts or any error  therein shall not in any manner affect the obligations of the Co-Borrowers to repay the Loans in  accordance with their terms.                                         125  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (c)   Promissory Notes.  Any Lender by written notice to Designated Company (with a  copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced  by a promissory note.  In such event, the Co-Borrowers shall prepare, execute and deliver to such  Lender one or more promissory notes payable to such Lender or its registered assigns in the form  of Exhibit K (with, in the case of Loans other than the Initial Term Loans, such changes as are  appropriate,  in  the  Administrative  Agent’s  reasonable  discretion,  to  reflect  the  terms  of  such  Loans).  Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all  times  (including  after  assignment  pursuant  to Section  11.04)  be  represented  by  one  or  more  promissory notes in such form payable to such payee or its registered assigns.   Section 2.05 Fees.         (a)   Fees.  The Borrower agrees to pay all Fees payable pursuant to each Fee Letter, in  the amounts and on the dates set forth therein.         (b)   All Fees shall be paid on the dates due, in immediately available funds in dollars,  to  the  Administrative  Agent.  Once  paid,  none  of  the  Fees  shall  be  refundable  under  any  circumstances.   Section 2.06 Interest on Loans.           (a)   Fallback  Rate  Loans.   Subject  to  the  provisions  of Section  2.06(c),  the  Loans  comprising each  Fallback Rate Borrowing shall bear interest  at  a rate per annum  equal  to  the  Fallback Rate plus the Applicable Margin; provided that for any Interest Period of less than one  month, the Fallback Rate shall be calculated based on an Interest Period of one month; provided,  further, that  Incremental Term  Loans  and Other  Term  Loans  may have a different  Applicable  Margin as provided for in Sections 2.23 and 2.24, subject to the provisions thereof.         (b)   Eurodollar Rate Loans.  Subject to the provisions of Section 2.06(c), the Loans  comprising each Eurodollar Rate Borrowing shall bear interest at a rate per annum equal to the  Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin;  provided that for any Interest Period of less than one month, the Eurodollar Rate shall be calculated  based on an Interest Period of one month; provided, further, that Incremental Term Loans and  Other Term Loans may have a different Applicable Margin as provided for in Sections 2.23 and  2.24, subject to the provisions thereof.         (c)   Default Rate.  Notwithstanding the foregoing, if at any time any principal of or  interest on any Loan or any fee or other amount payable by the Loan Parties hereunder has not  been paid when due, whether at stated maturity, upon acceleration or otherwise and for so long as  such amounts have not been paid, such overdue amount shall, to the extent permitted by applicable  law, bear interest, after as well as before judgment, at a per annum rate equal to (i) in the case of  principal of or interest on any Loan, 2% plus the rate otherwise applicable to such Loan as provided  in the preceding paragraphs of this Section 2.06 and of Sections 2.11 and 2.12 or (ii) in the case of                                        126  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  any other amount, 2% plus the rate applicable to Eurodollar Rate Loans as provided in Section  2.06(b) (in either case, the “Default Rate”).         (d)   Interest Payment Dates.  Accrued interest on each Loan shall be payable in arrears  on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to Section  2.06(c) shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan,  accrued interest on the principal amount repaid or prepaid shall be payable on the date of such  repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Rate Loan  prior to the end of the current  Interest Period therefor, accrued interest  on such Loan shall be  payable on the effective date of such conversion.         (e)   Interest Calculation.  All interest hereunder shall be computed on the basis of a year  of 360 days and shall be payable for the actual number of days elapsed (including the first day but  excluding the last day). The applicable Fallback Rate or Eurodollar Rate shall be determined by  the  Administrative  Agent  in  accordance  with  the  provisions  of  this  Agreement  and  such  determination shall be conclusive absent manifest error.         (f)   Currency  for Payment  of  Interest.  All  interest  paid  or payable pursuant  to  this  Section 2.06 shall be paid in Dollars.   Section 2.07 Termination and Reduction of Commitments.         (a)   Automatic Termination.                                (i)     Any  undrawn  Term  Loan  Commitments  under                  clause  (i)(a)  of  such  definition  shall  automatically  terminate  at  5:00  p.m.,                  London  time,  on  the  earlier  to  occur  of  (x)  the  Closing  Date  and  (y)  the                  Agreement Termination Date.                                (ii)    Any  undrawn  Aleris  Incremental  Term  Loan                  Commitments shall automatically terminate on the earlier to occur of (x) the                  Aleris  Incremental  Commitment  Termination  Date  and  (y)  the  Aleris                  Incremental Funding Date (after giving effect to the funding of any Aleris                  Incremental Term Loans on such date).                                (iii)   Any undrawn Incremental Term Loan Commitments                  (other  than  the  Aleris  Incremental  Term  Loan  Commitments)  shall                  automatically terminate in accordance with the terms and conditions set forth                  in the applicable Increase Joinder.                                         127  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (b)   Optional Termination or Reduction. The applicable Co-Borrowers shall have the  right at any time to terminate, or from time to time permanently reduce, the undrawn Commitments  of any Class; provided that each such reduction of any Class shall be in an amount that is not less  than (and in integral amounts consistent with) the Minimum Amount or, if less, the remaining  amount  of  the  Commitments  of  such  Class.  The  Designated  Company  shall  notify  the  Administrative Agent by written notice of any commitment termination or reduction under this  clause not later than 11:00 a.m., London time, three (3) Business Days before the date of such  termination  or  reduction.   Each  such  notice  shall  be  irrevocable; provided that  if  such  notice  indicates  that  it  is  conditioned  upon  the  effectiveness  of  other  credit  facilities  or  any  other  financing,  sale  or  other  transaction,  such  notice  of  prepayment  may  be  revoked  if  such  credit  facilities, other financing, sale or other transaction is not consummated.  Each such notice shall  specify the termination or reduction date, and the amount of each Class of Commitments or portion  thereof  to  be  terminated  or  reduced.  Promptly  following  receipt  of  any  such  notice,  the  Administrative Agent shall advise the Lenders of the contents thereof.   Section 2.08 Interest Elections.         (a)   Generally.  Each Borrowing initially shall be a Eurodollar Rate Borrowing and shall  have an initial  Interest  Period as  specified in  such Borrowing Request.  Thereafter, subject  to  Sections  2.11 and 2.12,  the  applicable  Co-Borrower  may  elect  to  rollover  or  continue  such  Borrowing  and  the  Interest  Periods  therefor,  all  as  provided  in  this  Section.  Subject  to  Sections 2.11 and 2.12, the applicable Co-Borrower may elect different options with respect to  different portions (not less than the Minimum Amount) of the affected Borrowing, in which case  each such portion shall be allocated ratably among the Lenders holding the Loans comprising such  Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.   Notwithstanding  anything  to  the  contrary,  (i)  no  Co-Borrower shall  be  entitled  to  request  any  conversion, rollover or continuation that, if made, would result in more than three (3) Eurodollar  Rate Borrowings by such Co-Borrower outstanding hereunder at any one time and (ii) if two or  more Interest Periods relate to Borrowings made to the same Co-Borrower and end on the same  date, those Borrowings will be consolidated into, and treated as, a single Borrowing on the last day  of the Interest Period.          (b)   Interest  Election  Notice.   To  make  an  election  pursuant  to  this  Section,  the  Designated Company shall deliver, by hand delivery, telecopier or, to the extent separately agreed  by  the  Administrative  Agent,  by  an  electronic  communication  in  accordance  with  the  second  sentence of Section 11.01(b) and the second paragraph of Section 11.01(d), a duly completed and  executed Interest Election Request to the Administrative Agent not later than 10:00 a.m., London  time, four (4) Business Days before the effective date of such election.  Each Interest Election  Request  shall  be  irrevocable.   Each  Interest  Election  Request  shall  specify  the  following  information in compliance with Section 2.02:                               (i)     the  Borrowing  to  which  such  Interest  Election                  Request  applies  and, if  different  options  are being  elected  with  respect  to                  different portions thereof, or if outstanding Borrowings are being combined,                                        128  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                  allocation to each resulting Borrowing (in which case the information to be                  specified pursuant to clause (iii) below shall be specified for each resulting                  Borrowing);                               (ii)    the effective date of the election made pursuant  to                  such Interest Election Request, which shall be a Business Day; and                               (iii)   the  Interest  Period  to  be  applicable  thereto  after                  giving  effect  to  such  election,  which  shall  be  a  period  contemplated,  as                  applicable, by the definition of the term “Interest Period”.         Subject  to  the  first  proviso  in  the  definition  of  “Interest  Period”,  if  any  such  Interest  Election Request requests a Eurodollar Rate Borrowing but does not specify an Interest Period,  then  the  Co-Borrowers  shall  be  deemed  to have  selected  an  Interest  Period  of  three  month’s  duration.         Promptly following receipt of an Interest Election Request, the Administrative Agent shall  advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.                     (c)   Failure to Select an Interest Period.  If an Interest Election Request  with respect to a Eurodollar Rate Borrowing is not timely delivered prior to the end of the Interest  Period  applicable  thereto,  then,  unless  such  Borrowing  is  repaid  as  provided  herein, the  immediately following Interest Period shall be three months.    Section 2.09 Amortization of Term Loan Borrowings.           (a)   The Co-Borrowers shall pay to the Administrative Agent, for the account of the  Lenders holding Initial Term Loans, on the dates set forth on Annex I, or if any such date is not a  Business Day, on the next succeeding Business Day unless such next succeeding Business Day  would  fall  in  the  next  calendar  month,  in  which  case  such  amount  shall  be  payable  on  the  immediately  preceding  Business  Day  (each  such  date,  a  “Term  Loan  Repayment  Date”),  a  principal amount of the Initial Term Loans equal to the amount set forth on Annex I for such date  (as adjusted from time to time pursuant to Section 2.10(g)), together in each case with accrued and  unpaid interest on the principal amount to be paid to but excluding the date of such payment.   Notwithstanding anything to the contrary contained herein or in any other Loan Document, all  outstanding Initial Term Loans shall be deemed to constitute Term Loans of the same Class and  shall all amortize as set forth on Annex I.         (b)   The Co-Borrowers shall pay to the Administrative Agent, for the account of the  Aleris  Incremental  Term  Lenders,  on  the  last  day  of  each  fiscal  quarter  of  the  Designated  Company,  commencing  with  the  last  day  of  the  first  fiscal  quarter  ended  after  the  Aleris                                         129  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Incremental  Funding  Date,  through  and  including  the  last  day  of  the  fiscal  quarter  ended  immediately prior to the Aleris Incremental Maturity Date, or if any such date is not a Business  Day, on the next succeeding Business Day unless such next succeeding Business Day would fall  in  the  next  calendar  month,  in  which  case  such  amount  shall  be  payable  on  the  immediately  preceding Business Day (each such date, a “Aleris Incremental Term Loan Repayment Date”),  a principal amount of the Aleris Incremental Term Loans equal to $1,937,500 (as adjusted from  time to time pursuant to Section 2.10(g)), together in each case with accrued and unpaid interest  on  the  principal  amount  to  be  paid  to  but excluding  the  date  of  such  payment.  On  the  Aleris  Incremental  Maturity  Date,  the  remaining  outstanding  principal  amount  of  Aleris  Incremental  Term Loans, together with accrued and unpaid interest on such amount to but excluding the date  of such payment.         (c)   The principal amount of Incremental Term Loans (other than Aleris Incremental  Term Loans) and Other Term Loans shall be repaid by the applicable Co-Borrowers as provided  in the applicable Increase Joinder or Refinancing Amendment, as the case may be, in each case  subject to the requirements of this Agreement.         (d)   To the extent not previously paid, all Term Loans shall be due and payable on the  Maturity Date of such Term Loans.    Section 2.10 Optional and Mandatory Prepayments of Loans.         (a)   Optional Prepayments.  The Co-Borrowers shall have the right at any time and from  time to time to prepay any Loans, in whole or in part, subject to the requirements of this Section  2.10; provided that each partial prepayment shall be in a principal amount that is not less than (and  in integral amounts consistent with) the Minimum Amount or, if less, the outstanding principal  amount of such Borrowing.         (b)   Net Cash Proceeds Account.  Subject to the terms of the Intercreditor Agreement,  the Net Cash Proceeds of any Pari Passu Priority Collateral arising from an Asset Sale or Casualty  Event by the Designated Company or any Subsidiary Guarantor which Net Cash Proceeds are  being reinvested in accordance with Sections 2.10(c) or (e), respectively, shall be deposited in one  or more Net Cash Proceeds Accounts pending final application of such proceeds (and any products  of such proceeds) in accordance with the terms hereof (provided that prior to such final application,  and without affecting the Co-Borrowers’ obligations under Sections 2.10(c) and (e), such proceeds  may be utilized to make repayments of the Revolving Credit Loans without reducing Revolving  Credit Commitments).          (c)   Asset Sales.  Not later than three (3) Business Days following the receipt of any  Net  Cash  Proceeds  of  any  Asset  Sale  by  the  Designated  Company  or  any  of  its  Restricted  Subsidiaries,  the  applicable  Co-Borrowers  shall  make  prepayments  of  the  Term  Loans  in  accordance with Section 2.10(g) and (h) in an aggregate amount equal to 100% of such Net Cash  Proceeds; provided, that if at the time that any  such prepayment would be required, such Co-                                       130  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Borrower is  required to  prepay or offer to  repurchase (x) Permitted Short Term  Indebtedness,  solely to the extent that such Asset Sale constitutes a Specified Divestiture, (y) Permitted First  Priority Refinancing Debt, or (z) any Additional Senior Secured Indebtedness that is secured on a  pari  passu  basis  with  the  Secured  Obligations  pursuant  to  the  terms  of  the  documentation  governing such Indebtedness, in the case of clauses (x) through (z), with the Net Cash Proceeds of  such Asset Sale (such Permitted Short Term Indebtedness, Permitted First Priority Refinancing  Debt  or  Additional  Senior  Secured  Indebtedness  required  to  be  prepaid  or  offered  to  be  so  repurchased, “Other Applicable Indebtedness”), then such Co-Borrower shall apply such Net  Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal  amount of the Term Loans and Other Applicable Indebtedness at such time; provided, that the  portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the  amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness  pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall  be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term  Loans and to the prepayment or repurchase of Other Applicable Indebtedness, and the amount of  prepayment  of  the  Term  Loans  that  would  have  otherwise  been  required  pursuant  to  this  Section 2.10(c) shall be reduced accordingly; provided further, that to the extent the holders of  Other  Applicable  Indebtedness  decline  to  have  such  indebtedness  prepaid  or  repurchased,  the  declined amount shall promptly (and in any event within 10 Business Days after the date of such  rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided  further that:                               (i)     no  such  prepayment  shall  be  required  under  this                  Section 2.10(c) with respect to (A) any Asset Sale permitted by Section 6.06                  other than clauses (b) and (i) thereof, (B) the disposition of property which                  constitutes  a  Casualty  Event,  or  (C) Asset  Sales  for  fair  market  value                  resulting in less than $50,000,000 in Net Cash Proceeds in any fiscal year;                  and                                (ii)    so  long  as  no  Event  of  Default  shall  then  exist  or                  would arise therefrom, such proceeds shall not be required to be so applied                  on such date to the extent that the Designated Company shall have delivered                  an Officers’ Certificate to the Administrative Agent on or prior to such date                  stating that such Net Cash Proceeds are expected to be reinvested in fixed or                  capital assets or to make Permitted Acquisitions (and (x) in the case of Net                  Cash Proceeds received from the arm’s length sale or disposition for cash of                  Equity Interests in a Joint Venture Subsidiary for fair market value or the                  issuance of Equity Interests in a Joint Venture Subsidiary, in each case as                  permitted under Section 6.06 hereof, such Net Cash Proceeds may also be                  used to make investments in joint ventures so long as a Company owns at                  least 50% of the Equity Interests in such joint venture and (y) in the case of                  Net Cash Proceeds from an Asset Sale by a Joint Venture Subsidiary, such                  Net Cash Proceeds may also be used by such Joint Venture to reinvest in                  property (other than cash, Cash Equivalents and securities) to be owned by                  such  Joint  Venture  and  used  in  an  activity  permitted  under Section  6.15)                                        131  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                  within 365 days  (or in the event the Designated Company or any Restricted                  Subsidiary has entered into a binding agreement to make such reinvestment                  within such 365 day period, such period shall be extended for an additional                  365 days with respect to the portion of such Net Cash Proceeds so committed                  to  be  reinvested)   following  the  date  of  such  Asset  Sale  (which  Officers’                  Certificate shall set forth the estimates of the proceeds to be so expended);                  provided that  if  all  or  any  portion  of  such  Net  Cash  Proceeds  is  not  so                  reinvested  within  such  365-day  period  (as  such  period  may  be  extended                  pursuant to the foregoing), such unused portion shall be applied on the last                  day  of  such  period  to  mandatory  prepayments  as  provided  in  this                  Section 2.10(c).         (d)   Debt Issuance.  Not later than one (1) Business Day following the receipt of any  Net Cash Proceeds of any Debt Issuance or issuance of Disqualified Capital Stock by Holdings,  the Designated Company or any of its Restricted Subsidiaries (or, on and after the Specified AV  Minerals Joinder Date, AV Minerals) (other than in the case of an issuance of Disqualified Capital  Stock, as permitted by Section 6.13), the applicable Co-Borrowers shall make prepayments in  accordance with Section 2.10(g) and (h) in an aggregate amount equal to 100% of such Net Cash  Proceeds.         (e)   Casualty Events.  Not later than three (3) Business Days following the receipt of  any Net Cash Proceeds from a Casualty Event by the Designated Company or any of its Restricted  Subsidiaries,  the  applicable  Co-Borrowers  shall  make  prepayments  in  accordance  with  Section 2.10(g) and (h) in  an  aggregate  amount  equal  to  100%  of  such  Net  Cash  Proceeds;  provided that:                               (i)     no  such  prepayment  shall  be  required  under  this                  Section  2.10(e) with  respect  to  Casualty  Events  resulting  in  less  than                  $50,000,000 in Net Cash Proceeds in any fiscal year;                               (ii)    so long as no Event of Default shall then exist or arise                  therefrom, such proceeds shall not be required to be so applied on such date                  to the extent that the Borrower shall have delivered an Officers’ Certificate                  to the Administrative Agent on or prior to such date stating that such proceeds                  are expected to be used (or have been used) to repair, replace or restore any                  property in respect of which such Net Cash Proceeds were paid or to reinvest                  in other fixed or capital assets, no later than 365 days (or in the event the                  Borrower or any Restricted Subsidiary has entered into a binding agreement                  to make such repair, replacement, restoration or reinvestment within such 365                  day period, such period shall be extended for an additional 365 days with                  respect to the portion of such Net Cash Proceeds committed for such repair,                  replacement, restoration or reinvestment, so long as such binding agreement                  is in effect at the end of such additional 365 day period) following the date of                  receipt of such proceeds; and                                        132  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                              (iii)   if any portion of such Net Cash Proceeds shall not be                  so  applied  within  such  365-day  period  (as  such  period  may  be  extended                  pursuant to clause (i), above), such unused portion shall be applied on the last                  day  of  such  period  to  mandatory  prepayments  as  provided  in  this                  Section 2.10(e).         (f)   Excess Cash Flow.  No later than 105 days after the end of each Excess Cash Flow  Period, the Co-Borrowers shall make prepayments in accordance with Sections 2.10(g) and (h) in  an aggregate amount equal to the amount by which (A) the Excess Cash Flow Percentage (defined  below) of such Excess Cash Flow for such Excess Cash Flow Period exceeds (B) the aggregate  amount  of  all  voluntary  prepayments  of  Term  Loans  made  pursuant  to Section  2.10(a) with  Internally Generated Cash Flow during such Excess Cash Flow Period and voluntary prepayments  of Revolving Credit Loans made with Internally Generated Cash Flow during such Excess Cash  Flow Period (but, in the case of Revolving Credit Loans, only to the extent such prepayments are  accompanied by a simultaneous permanent reduction of the Revolving Loan Commitments in an  equal amount (and excluding any such reduction to the extent relating to the entering into of a  replacement Revolving Credit Agreement)).  “Excess Cash Flow Percentage” shall mean 50%.   No  payment  of  any  Loans  shall  be  required  under  this Section  2.10(f) if  (i)  on  the  date  such  prepayment is required to be made, no Event of Default has occurred and is continuing and (ii) the  Senior Secured Net Leverage Ratio, as of the last day of such Excess Cash Flow Period, is less  than or equal to 3.0:1.0.         (g)   Application of Prepayments.  (i) Each partial prepayment of any Class of Term  Loans shall be in an aggregate principal amount that is not less than (and in integral amounts  consistent with) the Minimum Amount, except as necessary to apply fully the required amount of  a mandatory prepayment.  Each prepayment of a Class of Term Loans shall be applied ratably  within  such  Class  and  otherwise  in  accordance  with  this Section  2.10.  Prepayments  shall  be  accompanied by accrued interest to the extent required by Section 2.06.                                (ii)    Subject to Section 8.03 (to the extent applicable), any                  prepayments of Term Loans (x) pursuant to Section 2.10(a) shall be applied                  to the Class of Term Loans selected by the Designated Company in the notice                  of such prepayment pursuant to Section 2.10(h), and within each Class, to the                  scheduled repayments of Term Loans as directed by the Designated Company                  and (y) pursuant to Section 2.10(c), (d), (e), (f) and (i) shall be applied (i)                  ratably to each Class of Term Loans, (ii) in direct order of maturity to the                  next eight scheduled repayments of such Class of Term Loans and (iii) to the                  extent of any excess, ratably to the remaining scheduled repayments of the                  applicable Class of Term Loans.                               (iii)   Notwithstanding  anything  herein  to  the  contrary,                  with respect to each such prepayment pursuant to Section 2.10(c), (e), (f) or                  (i), (i) not later than the date three Business Days prior to the date specified                  in Section 2.10 for making such prepayment, the Designated Company shall                                        133  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                  give  the  Administrative  Agent  telephonic  notice  (promptly  confirmed  in                  writing)  requesting  that  the  Administrative  Agent  provide  notice  of  such                  prepayment to each Lender, (ii) each Lender will have the right to refuse any                  such  prepayment  by  giving  written  notice  of  such  refusal  to  the                  Administrative Agent within three Business Days after such Lender’s receipt                  of  notice  from  the  Administrative  Agent  of  such  prepayment  and  (iii) the                  applicable Co-Borrowers will make all such prepayments not so refused upon                  the  applicable  date  specified  in Section 2.10 for  making  such                  prepayment.  Any Lender that does not decline such prepayment in writing                  on or prior to the date referenced in clause (ii) above shall be deemed to have                  accepted such prepayment.           (h)   Notice of Prepayments. The Designated Company shall notify the Administrative  Agent by written notice of any prepayment hereunder not later than 11:00 a.m., London time, three  (3) Business Days before the date of prepayment.  Each such notice shall be irrevocable; provided  that if such notice indicates that it is conditioned upon the effectiveness of other credit facilities or  any other financing, sale or other transaction, such notice of prepayment may be revoked if such  credit facilities, other financing, sale or other transaction is not consummated.  Each such notice  shall specify the prepayment date, the principal amount of each Class of Term Loans or portion  thereof to be prepaid, within each Class, the scheduled repayments of Term Loans to which such  prepayment applies and, in the case of a mandatory prepayment, a reasonably detailed calculation  of  the  amount  of  such  prepayment.   Promptly  following  receipt  of  any  such  notice,  the  Administrative Agent shall advise the Lenders of the contents thereof.           (i)   Foreign Asset Sales.  Notwithstanding any other provisions of Section 2.10(b), (c)  or (e) (i) to the extent that any of or all the Net Cash Proceeds of any Asset Sale or Casualty Event  subject to such sections are received by a Restricted Subsidiary that is not organized under the  United States or any State or political subdivision thereof or of Canada or any province or political  subdivision thereof (a “Foreign Asset Sale”) and such Net Cash Proceeds are prohibited, restricted  or otherwise delayed (each, a “Repatriation Limitation”) by applicable local law from being  repatriated to the United States or Canada, the portion of such Net Cash Proceeds so affected will  not be required to be applied to repay Term Loans at the times provided in this Section 2.10 but  may be retained by the applicable Restricted Subsidiary so long as such Repatriation Limitation  exists (provided, that such Restricted Subsidiary shall use its commercially reasonable efforts to  overcome any Repatriation Limitation) and once such Repatriation Limitation no longer exists,  such Restricted Subsidiary shall promptly repatriate an amount equal to such Net Cash Proceeds  to the applicable Co-Borrower which shall promptly (and in any event not later than five Business  Days after such repatriation) apply such amount to the repayment of the Term Loans pursuant to  this Section 2.10 and (ii) to the extent that such Co-Borrower has reasonably determined in good  faith that repatriation of any of or all of such Net Cash Proceeds of any Asset Sale or Casualty  Event subject to Section 2.10(c) or (e) would have a material adverse tax cost consequence with  respect to such Net Cash Proceeds for such Restricted Subsidiary or any other Loan Party, the Net  Cash Proceeds so affected may be retained by the applicable Restricted Subsidiary.                                         134  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (j)   Prepayment  Premium.   In  the  event  that  there  shall  occur  any  amendment,  amendment and restatement or other modification of this Agreement that reduces the Applicable  Margin or interest rate with respect to any Term Loans or any prepayment or refinancing of any  Term Loans, in whole or in part with proceeds of Indebtedness having lower applicable total yield  than  the  applicable  total  yield  for  the  Term  Loans  as of  the  Closing  Date,  then  each  such  amendment, amendment and restatement, modification, prepayment or refinancing that occurs on  or prior to the six-month anniversary of the Syndication Termination Date, as the case may be,  shall  be  accompanied  by  a  fee  or prepayment  premium,  as  applicable,  equal  to  1.00%  of  the  outstanding principal amount of the Term Loans affected by such amendment, amendment and  restatement  or  modification,  or  subject  to  such  prepayment  or  refinancing.  As  a  condition  to  effectiveness  of any  required  assignment  by  any  non-consenting  Lender  of  its  Term  Loans  pursuant to Section 2.16 in respect of any amendment, amendment and restatement or modification  to this Agreement effective prior to the six-month anniversary of the Syndication Termination Date  that has the effect of reducing the Applicable Margin or interest rate for any Term Loans from the  Applicable Margin or interest rate in effect on the Closing Date, the Co-Borrowers shall pay to  such non-consenting Lender of Term Loans a premium or fee equal to the premium or fee that  would apply pursuant to the preceding sentence if such non-consenting Lender’s Term Loans being  assigned were being prepaid.    Section 2.11 Alternate Rate of Interest.  If prior to the commencement of any Interest Period  for a Eurodollar Rate Borrowing:         (a)   the  Administrative  Agent  determines  (which  determination  shall  be  final  and  conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining  the Eurodollar Rate for such Interest Period; or         (b)   the Administrative Agent is advised in writing by the Required Lenders that the  Eurodollar Rate for such Interest Period will not adequately and fairly reflect the cost to such  Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;   then the Administrative Agent shall give written notice thereof to the Designated Company and  the Lenders as promptly as practicable thereafter and, until the Administrative Agent notifies the  Designated Company and the Lenders that the circumstances giving rise to such notice no longer  exist,  (i) any  Interest  Election  Request  that  requests  the  conversion  of  any  Borrowing  to,  or  continuation of any Borrowing as, a Eurodollar Rate Borrowing shall be ineffective and (ii) if any  Borrowing Request requests a Eurodollar Rate Borrowing, such Borrowing shall be made as a  Fallback Rate Borrowing.   Notwithstanding anything herein to the contrary, neither any Agent nor any Lender shall require  the payment of an additional fee or an increase in the Applicable Margin as a condition precedent  to the effectiveness of any amendment to this Agreement the sole purpose of which is to permit  the Co-Borrowers to elect an interest rate (the “Successor Rate”) other than the Eurodollar Rate  or the Fallback Rate in anticipation of or as a result of the Eurodollar Base Rate ceasing to be  quoted or published by any source, if the Successor Rate is substantially the same as the successor                                        135  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  rate generally charged by banks and other financial institutions in the international and U.S. loan  markets in replacement of the London inter-bank offered rate; provided that if, in connection with  the  implementation  of  any  such  Successor  Rate,  banks  and  other  financial  institutions  in  the  international and U.S. loan markets require the payment of an additional fee or fees, or require that  the interest rate margin applicable to such successor rate be increased, in each case to account for  a difference between the previously available Eurodollar Base Rate and such successor rate, then  any such increase in the Applicable Margin or additional fee under this Agreement attributable to  such difference shall not be prohibited by this sentence.   Section 2.12 Yield Protection; Change in Law Generally.         (a)   Increased Costs Generally.  If any Change in Law shall:                               (i)     impose,  modify  or  deem  applicable  any  reserve,                  special deposit,  compulsory loan, insurance  charge or similar requirement                  against assets of, deposits with or for the account of, or credit extended or                  participated in, by any Lender (except any reserve requirement reflected in                  the Eurodollar Rate); or                               (ii)    impose on any Lender or the interbank market any                  other condition, cost or expense (other than Taxes) affecting this Agreement                  or Eurodollar Rate Loans made by such Lender;   and the result of any of the foregoing shall be to increase the cost to such Lender of making or  maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan),  or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of  principal, interest or any other amount), then, upon request of such Lender, the Co-Borrowers will  pay to such Lender, as the case may be, such additional amount or amounts as will compensate  such Lender, as the case may be, for such additional costs incurred or reduction suffered.         (b)   Capital  Requirements.   If  any  Lender  determines  (in  good  faith,  but  in  its  sole  absolute discretion) that any Change in Law affecting such Lender or any lending office of such  Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has  or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of  such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of  such Lender or the Loans made by such Lender, to a level below that which such Lender or such  Lender’s  holding  company  could  have  achieved  but  for  such  Change  in  Law  (taking  into  consideration  such  Lender’s  policies  and  the  policies  of  such  Lender’s  holding  company  with  respect to capital adequacy or liquidity), then from time to time the Co-Borrowers will pay to such  Lender, as the case may be, such additional amount or amounts as will compensate such Lender  or such Lender’s holding company for any such reduction suffered.                                         136  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (c)   Certificates for Reimbursement.  A certificate of a Lender setting forth the amount  or amounts necessary to compensate such Lender or its holding company, as the case may be, as  specified in paragraph (a) or (b) of this Section 2.12 and delivered to the Designated Company  shall be conclusive absent manifest error.  The Co-Borrowers shall pay such Lender, as the case  may be, the amount shown as due on any such certificate within ten (10) Business Days after  receipt thereof.         (d)   Delay  in  Requests.   Failure  or  delay  on  the  part  of  any  Lender  to  demand  compensation pursuant to this Section 2.12 shall not constitute a waiver of such Lender’s right to  demand such compensation; provided that the Co-Borrowers shall not be required to compensate  a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than  nine  months  prior  to  the  date  that  such  Lender,  as  the  case  may  be,  notifies  the  Designated  Company of the Change in  Law giving rise to such increased costs or reductions and of such  Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise  to such increased costs or reductions is retroactive, then the nine-month period referred to above  shall be extended to include the period of retroactive effect thereof).         (e)   Change  in  Legality  Generally.   Notwithstanding  any  other  provision  of  this  Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any  Eurodollar Rate Loan or to give effect to its obligations as contemplated hereby with respect to  any Eurodollar Rate Loan, then, upon written notice by such Lender to the Designated Company  and the Administrative Agent:                               (i)     the Commitments of such Lender (if any) to fund the                  affected Type of Loan shall immediately terminate; and                               (ii)    (x)  such  Lender  may  declare  that  Eurodollar  Rate                  Loans will not thereafter (for the duration of such unlawfulness) be continued                  for additional Interest Periods and Fallback Rate Loans will not thereafter                  (for such duration) be converted into Eurodollar Rate Loans, whereupon any                  request to convert a Fallback Rate Borrowing to a Eurodollar Rate Borrowing                  or to continue a Eurodollar Rate Borrowing for an additional Interest Period                  shall, as to such Lender only, be deemed a request to continue a Fallback Rate                  Loan as such, or to convert a Eurodollar Rate Loan into a Fallback Rate Loan,                  as the case may be, unless such declaration shall be subsequently withdrawn                  and (y) all such outstanding Eurodollar Rate Loans made by such Lender                  shall be automatically converted to Fallback Rate Loans on the last day of the                  then current Interest Period therefor or, if earlier, on the date specified by                  such Lender in such notice (which date shall be no earlier than the last day of                  any applicable grace period permitted by applicable law).         (f)   Increased Tax Costs.  If any Change in Law shall subject any Lender to any (i) Tax  of any kind whatsoever with respect to this Agreement or any Loan made by it, or change the basis                                        137  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  of taxation of payments to such Lender in respect thereof, or (ii) Tax imposed on it that is specially  (but not necessarily exclusively) applicable to lenders such as such Lender as a result of the general  extent and/or nature of their activities, assets, liabilities, leverage, other exposures to risk, or other  similar factors, including but not limited to the Dodd-Frank Wall Street Reform and Consumer  Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in  connection therewith, the United Kingdom Tax known as the “bank levy”  in such form as it may  be  imposed  and  as  amended  or  reenacted,  and  similar  legislation  (except,  in  each  case  of  the  foregoing clauses (i) and (ii), for (A) Indemnified Taxes, (B) Taxes described in clauses (a)(ii),  (a)(iii) and (b)(ii) through (b)(iv) of the definition of Excluded Taxes, and (C) Other Connection  Taxes that are imposed on or measured by net income, however denominated, or that are franchise  Taxes or branch profits Taxes), and the result of any of the foregoing shall be to increase the cost  to such Lender of making, converting to, continuing or maintaining any Loan (or of maintaining  its obligation to make any such Loan), or to reduce the amount of any sum received or receivable  by such Lender hereunder (whether of principal, interest or any other amount), then, upon request  of such Lender, the Co-Borrowers will pay to such Lender, as the case may be, such additional  amount or amounts as will compensate such Lender, as the case may be, for such additional costs  incurred or reduction suffered.  For the avoidance of doubt, the Co-Borrowers shall not be required  to compensate a Lender pursuant to this Section 2.12 for any increased costs incurred or reductions  suffered that are attributable to a FATCA Deduction required to be made by any Party.         (g)   Notwithstanding  anything  to  the  contrary  contained  herein,  no  Lender  shall  be  entitled to seek compensation for costs incurred under this Section 2.12 unless it is the general  policy or practice of such Lender at such time to seek compensation from other borrowers whose  transactions with such Lender are similarly affected by the change in circumstances giving rise to  such costs and the applicable Lender is generally seeking such compensation from such borrowers  (but no Lender shall be required to disclose any confidential or proprietary information to confirm  the foregoing).   Section 2.13 Breakage  Payments.   In  the  event  of  (a) the  payment  or  prepayment,  whether  optional or mandatory, of any principal of any Eurodollar Rate Loan earlier than the last day of an  Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion  of any Eurodollar Rate Loan earlier than the last day of the Interest Period applicable thereto,  (c) the failure to borrow, convert, continue or prepay any Term Loan on the date specified in any  notice delivered pursuant hereto, (d) the assignment of any Eurodollar Rate Loan earlier than the  last day of the Interest Period applicable thereto as a result of a request by the Designated Company  pursuant to Section 2.16(c), or (e) a Discounted Purchase of any Eurodollar Rate Loan earlier than  the last day of an Interest Period applicable thereto, then, in any such event, the Co-Borrowers  shall compensate each Lender for the loss, cost and expense attributable to such event.  In the case  of any Eurodollar Rate Loan, such loss, cost or expense to any Lender shall be deemed to include  an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which  would have accrued on the principal amount of such Loan had such event not occurred, at the  Eurodollar Rate that would have been applicable to such Loan, for the period from the date of such  event to the last day of the then current Interest Period therefor (or, in the case of a failure to  borrow, convert or continue, for the period that would have been the Interest Period for such Loan)  (excluding, however, the Applicable Margin included therein, if any, and the effect of clause (ii)  of each of the sentences contained in the “Eurodollar Base Rate” definition), over (ii) the amount                                        138  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  of interest which would accrue on such principal amount for such period at the interest rate which  such Lender would bid were it to bid, at the commencement of such period, for deposits of a  comparable currency, amount and period from other banks in the applicable interbank market.  A  certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender  is entitled to receive pursuant to this Section 2.13 shall be delivered to the Designated Company  (with a copy to the Administrative Agent) and shall be conclusive and binding absent manifest  error.  The Co-Borrowers shall pay such Lender the amount shown as due on any such certificate  within five (5) days after receipt thereof.   Section 2.14 Payments Generally; Pro Rata Treatment; Sharing of Setoffs.         (a)   Payments Generally.  Each Loan Party shall make each payment required to be  made by it hereunder or under any other Loan Document (whether of principal, interest or fees, or  of amounts payable under Section 2.12, Section 2.13, Section 2.15, Section 2.16 or Section 11.03,  or  otherwise)  on  or  before  the  time  expressly  required  hereunder  or  under  such  other  Loan  Document for such payment (or, if no such time is expressly required, prior to 1:00 p.m., London  time), on the date when due, in immediately available funds, without condition or deduction for  any counterclaim, defense, recoupment or setoff.  Any amounts received after such time on any  date may, in the discretion of the Administrative Agent, be deemed to have been received on the  next succeeding Business Day for purposes of calculating interest thereon.  All payments by any  Loan Party shall be made to the Administrative Agent, for the account of the respective Lenders  to  which  such  payment  is  owed,  at  the  Administrative  Agent’s  Office,  except  that  payments  pursuant to Section 2.12, Section 2.13, Section 2.15, Section 2.16, Section 7.10 and Section 11.03  shall  be  made  directly to  the  persons  entitled  thereto  and  payments  pursuant  to  other  Loan  Documents  shall  be  made  to  the  persons  specified  therein.   The  Administrative  Agent  shall  distribute any such payments received by it for the account of any other person to the appropriate  recipient promptly following receipt thereof in like funds as received by the Administrative Agent.   If any payment under any Loan Document shall be due on a day that is not a Business Day, unless  specified otherwise, the date for payment shall be extended to the next succeeding Business Day,  and, in the case of any payment accruing interest, interest thereon shall be payable for the period  of such extension.  All payments under each Loan Document shall be made in Dollars, except as  expressly specified otherwise.         (b)   Pro Rata Treatment.                               (i)     Each  payment  by  the  Co-Borrowers  of  interest  in                  respect of the Loans of any Class shall be applied to the amounts of such                  obligations  owing  to  the  Lenders pro  rata according  to  the  respective                  amounts then due and owing to the Lenders of such Class.                                 (ii)    Each payment  by the Co-Borrowers on account of                  principal of the Borrowings of any Class shall be made pro rata according to                  the respective outstanding principal amounts of the Loans then held by the                  Lenders of such Class.                                          139  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (c)   Insufficient Funds.  If at any time insufficient funds are received by and available  to  the  Administrative  Agent  to  pay  fully  all  amounts  of  principal,  interest  and  fees  then  due  hereunder,  such  funds  shall  be  applied  (i) first,  toward  payment  of interest  and  fees  then  due  hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest  and fees then due to such parties, and (ii) second, toward payment of principal then due hereunder,  ratably among the parties entitled thereto in accordance with the amounts of principal then due to  such parties.         (d)   Sharing of Set-Off.  Subject to the terms of the Intercreditor Agreement, if any  Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in  respect of any principal of or interest on any of its Loans or other Obligations resulting in such  Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued  interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then  the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact,  and (b) purchase (for cash at face value) participations in the Loans and such other obligations of  the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all  such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of  principal  of  and  accrued  interest  on  their  respective  Loans  and  other  amounts  owing  them,  provided that:                               (i)     if  any  such  participations  are  purchased  and  all  or                  any  portion  of  the  payment  giving  rise  thereto  is  recovered,  such                  participations shall be rescinded and the purchase price restored to the extent                  of such recovery, without interest; and                               (ii)    the  provisions  of  this  paragraph  shall  not  be                  construed to apply to (x) any payment made by any Loan Party pursuant to                  and  in  accordance  with  the  express  terms  of  this  Agreement  or  (y) any                  payment obtained by a Lender as consideration for the assignment of or sale                  of a participation in any of its Loans to any assignee or participant, other than                  to any Loan Party or any Subsidiary thereof (as to which the provisions of                  this paragraph shall apply); provided, that this paragraph shall not apply to                  purchases  pursuant  to  the  Discounted  Purchase  provisions  of                  Section 11.04(b)(iv).   Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under  applicable  Requirements  of  Law,  that  any  Lender  acquiring  a  participation  pursuant  to  the  foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim  with respect to such participation as fully as if such Lender were a direct creditor of such Loan  Party  in  the  amount  of  such  participation.   If  under  applicable  bankruptcy,  insolvency  or  any  similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which  this Section 2.14(d) applies, such Secured Party shall to the extent practicable, exercise its rights  in respect of such secured claim in a manner consistent with the rights to which the Secured Party  is entitled under this Section 2.14(d) to share in the benefits of the recovery of such secured claim.                                        140  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (e)   Co-Borrower Default.  Unless the Administrative Agent shall have received notice  from the Designated Company prior to the date on which any payment is due to the Administrative  Agent for the account of the Lenders hereunder that the applicable Co-Borrower will not make  such  payment,  the  Administrative Agent  may  assume  that  such  Co-Borrower  has  made  such  payment  on  such  date  in  accordance  herewith  and  may,  in  reliance  upon  such  assumption,  distribute to the Lenders, as the case may be, the amount due.  In such event, if such Co-Borrower  has not in fact made such payment, then each of the Lenders, as the case may be, severally agrees  to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender  with interest thereon, for each day from and including the date such amount is distributed to it to  but excluding the date of payment to the Administrative Agent, at the greater of the Interbank Rate  and a rate determined by the Administrative Agent in accordance with banking industry rules on  interbank compensation. A notice of the Administrative Agent to any Lender or the Designated  Company setting forth in reasonable detail any amount owing under this Section 2.14(e) shall be  conclusive, absent manifest error.         (f)   Lender Default.  If any Lender shall fail to make any payment required to be made  by it pursuant to Section 2.02(c), Section 2.14(e) or Section 11.03(c), then the Administrative  Agent  may,  in  its  discretion  following  5  Business  Days’  prior  written  notice  to  such  lender  (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the  Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under  such Sections until all such unsatisfied obligations are fully paid and, upon full payment of such  obligations as provided above, the Administrative Agent shall promptly issue a written notice to  such Lender setting forth in reasonable detail the application of any amounts on account of such  Lender.         (g)   Obligations of Lenders Several.  The obligations of the Lenders hereunder to make  Loans and to make payments pursuant to Section 11.03 are several and not joint.  The failure of  any Lender to make any Loan or to make any payment under Section 11.03 on any date required  hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date,  and no Lender shall be responsible for the failure of any other Lender to so make its Loan or to  make its payment under Section 11.03.         (h)   Funding Source.  Nothing herein shall be deemed to obligate any Lender to obtain  the funds for any Loan in any particular place or manner or to constitute a representation by any  Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.   Section 2.15 Taxes.         (a)   Payments Free of Taxes.  Any and all payments by or on account of any obligation  of the Loan Parties hereunder or under any other Loan Document shall be made free and clear of  and  without  reduction  or  withholding  for  any  Taxes,  except  as  required  by  applicable  Requirements of Law.  If any applicable Requirements of Law (as determined in the good faith  discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax  from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be                                        141  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  entitled to make such deduction or withholding and shall timely pay the full amount deducted or  withheld to the relevant Taxing Authority in accordance with applicable Requirements of Law  and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall  be increased as necessary so that after all such required deductions and withholdings (including  any such deductions and withholdings applicable to additional sums payable under this Section)  each Agent or Lender, as the case may be, receives an amount equal to the sum it would have  received had no such deductions or withholdings been made.  For the avoidance of doubt, each  Party may make any  FATCA Deduction it is  required to  make by  FATCA, and  any payment  required in connection with that FATCA Deduction, and no Party shall be required to increase any  payment in respect of which it makes such a FATCA Deduction or otherwise compensate the  recipient of the payment for that FATCA Deduction.  Each Party shall promptly, upon becoming  aware that it must make a FATCA Deduction (or that there is any change in the rate or basis of  such  FATCA  Deduction),  and  in  any  case  at  least  three  (3)  Business  Days  prior  to  making  a  FATCA Deduction, notify the Party to whom it is making the payment and, on or prior to the day  on which it notifies that Party, shall also notify the Designated Company, the Agents and the other  Lenders.         (b)   Payment  of  Other  Taxes  by  Loan  Parties.   Without  limiting  the  provisions  of  paragraph  (a)  above,  each  Loan  Party shall  timely  pay  to  the  relevant  Taxing  Authority  in  accordance with applicable Requirements of Law, or at the option of the Administrative Agent  timely reimburse it for the payment of, any Other Taxes.         (c)   Indemnification  by  Loan  Parties.   The  Loan  Parties  shall  jointly  and  severally  indemnify each Agent and each Lender, within ten (10) Business Days after demand therefor, for  the  full  amount  of  any  Indemnified  Taxes  imposed  or  asserted  on  or  attributable  to  amounts  payable  by  any  of  the  Loan  Parties  hereunder  or  under  any  other  Loan  Document  (including  Indemnified  Taxes  imposed  or  asserted  on  or  attributable  to  amounts  payable  under  this  Section 2.15) payable or paid by such Agent or such Lender or required to be withheld or deducted  from a payment to such Agent or such Lender, as the case may be, and any penalties, interest and  reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified  Taxes were correctly or legally imposed or asserted by the relevant Taxing Authority. A certificate  as to the amount of such payment or liability delivered to the Designated Company by a Lender  (with a copy to the Administrative Agent), or by such Agent on its own behalf or on behalf of a  Lender, shall be conclusive absent manifest error.  No Loan Party shall be obliged to provide  indemnity under this Section to the extent that the Indemnified Tax in question is compensated for  by an increased payment under Sections 2.12(f), 2.15(a) or 7.10.         (d)   Evidence of Payments.  As soon as practicable after any payment of Taxes by any  Loan Party to a Taxing Authority pursuant to this Agreement, the applicable Loan Party shall  deliver to the Administrative Agent the original or a certified copy of a receipt issued by such  Taxing Authority evidencing such payment, a copy of the return reporting such payment or other  evidence of such payment reasonably satisfactory to the Administrative Agent.                                         142  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (e)   Status  of  Lenders.   (i)  Any  Lender  that is  entitled  to  an  exemption from  or  reduction of withholding Tax with respect to payments made under any Loan Document shall  deliver to the Designated Company (with a copy to the Administrative Agent), at the time or  times reasonably requested by the Designated Company or the Administrative Agent (and  from  time  to  time  thereafter,  as  requested  by  the  Designated  Company  or  Administrative  Agent), such properly completed and executed documentation reasonably requested by the  Designated Company or the Administrative Agent as will permit such payments to be made  without withholding or at a reduced rate of withholding.  In addition, any Lender, if requested  by  the  Designated  Company  or  the  Administrative  Agent,  shall  deliver  such  other  documentation prescribed by applicable Requirements of Law or reasonably requested by the  Designated Company or the Administrative Agent as will enable the applicable Loan Parties  or the Administrative Agent to determine whether or not such Lender is subject to backup  withholding or information reporting requirements.  Notwithstanding anything to the contrary  in  the  preceding  two  sentences,  the  completion,  execution  and  submission  of  such  documentation pursuant to this Section 2.15(e) (other than such documentation set forth in  Section 2.15(e)(ii)(A) and (ii)(B)  below) shall  not be required if,  in the relevant Lender’s  reasonable judgment, such completion, execution or submission would subject such Lender  to  any  material  unreimbursed  cost  or  expense  or  would  materially  prejudice  the  legal  or  commercial position of such Lender.         (ii)  Without limiting the generality of the foregoing, in the event that a Co-Borrower is        a U.S. Person,                (A)   any Lender that is a U.S. Person shall deliver to the Designated Company        and the Administrative Agent on or prior to the date on which such Lender becomes a        Lender under this Agreement or, if later, the date on which a U.S. Person becomes a Co-       Borrower (and from time to time thereafter upon the reasonable request of the Designated        Company or the Administrative Agent), executed copies of IRS Form W-9 certifying that        such Lender is exempt from U.S. federal backup withholding tax;                (B)   any Foreign Lender shall, to the extent it is legally entitled to do so, deliver        to the Designated Company and the Administrative Agent (in such number of copies as        shall be requested by the recipient) on or prior to the date on which such Foreign Lender        becomes  a  Lender  under  this  Agreement  or,  if  later,  the  date  on  which  a  U.S.  Person        becomes a Co-Borrower (and from time to time thereafter upon the reasonable request of        the  Designated  Company  or the  Administrative  Agent),  whichever  of  the  following  is        applicable:                     (1)   in the case of a Foreign Lender claiming the benefits of an income        tax treaty to which the United States is a party (x) with respect to payments of interest        under  any  Loan  Document,  executed  copies  of  IRS  Form  W-8BEN  or  W-8BEN-E        establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to        the “interest” article of such tax treaty and (y) with respect to any other applicable payments        under any Loan Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption                                        143  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or        “other income” article of such tax treaty;                     (2)   executed copies of IRS Form W-8ECI;                     (3)   in  the  case  of  a Foreign  Lender  claiming  the  benefits  of  the        exemption  for  portfolio  interest  under  Section  881(c)  of  the  Code,  (x)  a  certificate        substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not a        “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder”        of a Co-Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled        foreign  corporation”  described  in  Section  881(c)(3)(C)  of  the  Code  (a  “U.S.  Tax        Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or W-8BEN-E;        or                     (4)   to the extent a Foreign Lender is not the beneficial owner, executed        copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or        W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or        Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial        owner, as applicable; provided that if the Foreign Lender is a partnership and one or more        direct  or  indirect  partners  of  such  Foreign  Lender  are  claiming  the  portfolio  interest        exemption,  such  Foreign  Lender  may  provide  a  U.S.  Tax  Compliance  Certificate        substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner;        and               (C)   any Foreign Lender shall, to the extent it is legally entitled to do so, deliver        to the Designated Company and the Administrative Agent (in such number of copies as        shall be requested by the recipient) on or prior to the date on which such Foreign Lender        becomes  a  Lender  under  this  Agreement or,  if  later,  the  date  on  which  a  U.S.  Person        becomes a Co-Borrower (and from time to time thereafter upon the reasonable request of        the Designated Company or the Administrative Agent), executed copies of any other form        prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S.        federal  withholding  Tax,  duly  completed,  together  with  such  supplementary        documentation as may be prescribed by applicable law to permit the Designated Company        or  the  Administrative  Agent  to  determine the  withholding  or  deduction  required  to  be        made.   Each Lender agrees that if any form or certification it previously delivered pursuant to this Section  2.15(e) expires or becomes obsolete or inaccurate in  any respect, it shall update such form or  certification or promptly notify the Designated Company and the Administrative Agent in writing  of its legal inability to do so. The Administrative Agent shall, upon request by the Designated  Company,  promptly  provide  the  Designated  Company  a  Form  W-8IMY  from  the  Administrative Agent attaching the most recent form provided to the Administrative Agent  by  each  Lender  pursuant  to Section  2.15(e)(ii) above  and  the  most  recent  withholding                                        144  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  schedule,  if  any,  prepared  by  the  Designated  Company  and  previously  delivered  to  the  Administrative Agent. The Administrative Agent may rely on such forms and withholding  schedule, without the need for any independent verification thereof, in preparing any Form  W-8IMY required hereunder.         (f)   FATCA Information. Notwithstanding Section 2.15(e) or any other provision  of this Agreement to the contrary:               (i)   Subject to paragraph (iii) below, each Party shall, within ten Business Days  of a reasonable request by another Party:                     (A)   confirm to that other Party whether it is:                          (1)   a FATCA Exempt Party; or                          (2)   not a FATCA Exempt Party;                    (B)   supply  to  that  other  Party  such  forms,  documentation  and  other                    information  relating  to  its  status  under  FATCA  as  that  other  Party                    reasonably requests for the purposes of that other Party’s compliance with                    FATCA;                    (C)   supply  to  that  other  Party  such  forms,  documentation  and  other                    information relating to its status as that other Party reasonably requests for                    the purposes of that other Party’s compliance with any other law, regulation,                    or exchange of information regime.               (ii)  If a Party confirms to another Party pursuant to paragraph (i)(A) above that  it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be  a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.              (iii) Paragraph  (i)  above  shall  not  oblige  any  Lender  or  any  Agent  to  do  anything, and paragraph (i)(C) above shall not oblige any other Party to do anything, which would  or might in its reasonable opinion constitute a breach of:                    (A)   any law or regulation;                    (B)   any fiduciary duty; or                    (C)   any duty of confidentiality.               (iv)  If a Party fails to confirm whether or not it is a FATCA Exempt Party or to  supply forms, documentation or other information requested in accordance with paragraph (i)(A)  or (B) above (including, for the avoidance of doubt, where paragraph (iii) above applies), then  such Party shall be treated for the purposes of the Loan Documents (and payments under them) as  if it is not a FATCA Exempt Party until such time as the Party in question provides the requested  confirmation, forms, documentation or other information.               (v)   If  a  Co-Borrower  is  a  U.S.  Tax  Obligor  or  the  Administrative  Agent  reasonably believes that its obligations under FATCA or any other applicable law or regulation  require it, each Lender shall, within ten Business Days of:                                         145  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                    (A)   where  the  Co-Borrower  is  a  U.S.  Tax  Obligor  and  the  relevant                    Lender  is  a  Lender  on  the  date  of  this  Agreement,  the  date  of  this                    Agreement;                    (B)   where a Co-Borrower is a U.S. Tax Obligor on a date on which a                    Lender becomes a Lender under this Agreement and the relevant Lender                    was not a Lender on the date of this Agreement, the relevant date on which                    such Lender becomes a Lender under this Agreement;                    (C)   the date a new U.S. Tax Obligor accedes as a Co-Borrower; or                    (D)   where a Co-Borrower is not a U.S. Tax Obligor, the date of a request                    from the Administrative Agent,                           supply  to  the  Administrative  Agent  (to  the  extent  not  otherwise                    supplied pursuant to Section 2.15(e) above):                          (1)   a withholding certificate on Form W-8, Form W-9 or any                          other relevant form; or                          (2)   any withholding statement or other document, authorization                          or  waiver  as  the  Administrative  Agent  may  require  to  certify  or                          establish the status of such Lender under FATCA or that other law                          or regulation.              (vi)  The  Administrative  Agent  shall  provide  any  withholding  certificate,  withholding statement, document, authorization or waiver it receives from a Lender pursuant to  paragraph (v) above to the Designated Company.              (vii) If  any  withholding  certificate,  withholding  statement,  document,  authorization  or  waiver  provided  to  the  Administrative  Agent  by  a  Lender  pursuant  to  paragraph (v) above is or becomes materially inaccurate or incomplete, that Lender shall promptly  update  it  and  provide  such  updated  withholding  certificate,  withholding  statement,  document,  authorization or waiver to the Agent unless it is unlawful for the Lender to do so (in which case  the  Lender  shall  promptly  notify  the  Administrative  Agent).   The  Administrative  Agent  shall  provide any such updated withholding certificate, withholding statement, document, authorization  or waiver to the Designated Company.               (viii) The  Administrative  Agent  may  rely  on  any  withholding  certificate,  withholding statement, document, authorisation or waiver it receives from a Lender pursuant to  paragraph (v) or (vii) above without further verification. The Administrative Agent shall not be  liable for any action taken by it under or in connection with paragraph (v), (vi) or (vii) above.   (ix)  Without prejudice to any other term of this Agreement, if a Lender fails to supply any  withholding certificate, withholding statement, document, authorization, waiver or information in  accordance  with  paragraph  (v)  above,  or  any  withholding  certificate,  withholding  statement,  document, authorization, waiver or information provided by a Lender to the Administrative Agent  is  or  becomes  materially  inaccurate  or  incomplete,  then  such  Lender  shall  indemnify  the  Administrative  Agent,  within  three  Business  Days  of  demand,  against  any  cost,  loss,  Tax  or  liability  (including,  without  limitation,  for  negligence  or  any  other  category  of  liability                                         146  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  whatsoever) incurred by the Administrative Agent (including any related interest and penalties) in  acting as Administrative Agent under the Loan Documents as a result of such failure.         (g)   Treatment  of  Certain  Refunds.   If  any  Party  determines,  in  its  sole  discretion  exercised  in  good  faith,  that  it  has  received  a  refund  of  any  Taxes  as  to  which  it  has  been  indemnified, or as to which it has received additional amounts,  pursuant to this Section 2.15,  Section 7.10, or Section 2.12(f) (such Party, the “Indemnified Party”), then it shall pay to the Party  that made such indemnity payments or paid such additional amounts pursuant to this Section 2.15,  Section 7.10, or Section 2.12(f) (such Party, the “Indemnifying Party”) an amount equal to such  refund (but only to the extent of indemnity payments made to the Indemnified Party pursuant to  this Section 2.15, or additional amounts paid to the Indemnified Party pursuant to Section 7.10 or  Section 2.12(f), with  respect  to  the Taxes  giving rise to  such refund), net  of all out-of-pocket  expenses (including Taxes) of the Indemnified Party, and without interest (other than any interest  paid by the relevant Taxing Authority with respect to such refund).  The Indemnifying Party, upon  the request of the Indemnified Party, agrees to repay to the Indemnified Party the amount paid over  to  the  Indemnified Party pursuant  to  this Section 2.15(g) (plus any  penalties,  interest or other  charges imposed by the relevant Taxing Authority) in the event the Indemnified Party is required  to repay such refund to such Taxing Authority.  Nothing in this Section 2.15(g) shall be construed  to  require  any  Indemnified  Party  to  make  available its  Tax  returns  (or  any  other  information  relating to its Taxes that it deems confidential) to the Indemnifying Party or any other person.   Notwithstanding anything to the contrary in this Section 2.15(g), in no event will the Indemnified  Party be required to pay any amount to an Indemnifying Party pursuant to this Section 2.15(g) the  payment of which would place the Indemnified Party in a less favorable net after-Tax position than  the Indemnified Party would have been in if the Taxes subject to indemnification and giving rise  to such refund had not been deducted, withheld or otherwise imposed and the indemnification  payments or additional amounts with respect to such Taxes had never been paid.         (h)   Co-operation.   Notwithstanding  anything  to  the  contrary  in Section  2.15(e) or  paragraph (k) of the definition of Permitted Reorganization, with  respect to non-U.S. withholding  taxes, the relevant Agent, the relevant Lender(s) (at the written request of the relevant Loan Party)  and the relevant Loan Party shall, co-operate in completing any procedural formalities necessary  (including delivering any documentation prescribed by the applicable Requirement of Law and  making any necessary reasonable approaches to the relevant Taxing Authorities) for the relevant  Loan Party to obtain authorization to make a payment to which such Agent or such Lender(s) is  entitled without any, or a reduced rate of, deduction or withholding for, or on account of, Taxes;  provided, however,  that  none  of  the  Agents  or  any  Lender  shall  be  required  to  provide  any  documentation that it is not legally entitled to provide, or take any action that, in the relevant  Agent’s or the relevant Lender’s reasonable judgment, would subject such Agent or such Lender  to any material unreimbursed costs or otherwise be disadvantageous to it in any material respect.         (i)   Indemnification  by  the  Lenders.   Each  Lender  shall  severally  indemnify  the  Administrative  Agent,  within  three  (3)  Business  Days  after  demand  therefor,  for  (i)  any  Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not  already indemnified the Administrative Agent for such Indemnified Taxes and without limiting                                        147  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to  comply  with  the  provisions  of Section  11.04(c) relating  to  the  maintenance  of  a  Participant  Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or  paid by the Administrative Agent in connection with any Loan Document, and any reasonable  expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or  legally imposed or asserted by the relevant Taxing Authority.  Without limiting the preceding  sentence or Section 2.15(f)(ix), each Lender shall indemnify the Administrative Agent (based upon  such  Lender’s pro  rata share  of  the  sum  of  the  total  outstanding  Term  Loans  and  unused  Commitments of all Lenders at the time the applicable indemnity payment is sought (or if the Term  Loans have been repaid in full and the Commitments have been terminated, based upon its share  of the Term Loans immediately prior to such payment)), within three (3) Business Days of demand,  against  any  cost,  loss  or  liability  in  relation  to  any  FATCA-related  liability  incurred  by  the  Administrative Agent in acting as Administrative Agent under the Loan Documents (unless the  Administrative  Agent  has  been  reimbursed  by  a  Loan  Party  pursuant  to  a  Loan  Document);  provided that indemnity pursuant to this sentence shall not be available to the extent that such cost,  loss or liability are determined by a court of competent jurisdiction by final and nonappealable  judgment to have resulted from the gross negligence or willful misconduct of the Administrative  Agent.  A  certificate  as  to  the  amount  of  payment  or  liability  delivered  to  any  Lender  by  the  Administrative Agent shall be conclusive absent manifest error.  Each Lender hereby authorizes  the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender  under any Loan Document or otherwise payable by the Administrative Agent to the Lender from  any other source against any amount due to the Administrative Agent under this Section 2.15(i).         (j)   Tax  Returns.   If,  as  a  result  of  executing  a  Loan Document,  entering  into  the  transactions contemplated thereby or with respect thereto, receiving a payment or enforcing its  rights thereunder, any Agent or any Lender is required to file a Tax Return in a jurisdiction in  which  it  would  not  otherwise  be  required  file,  the  Loan  Parties  shall  promptly  provide  such  information necessary for the completion and filing of such Tax Return as the relevant Agent or  Lender shall reasonably request with respect to the completion and filing of such Tax Return.  For  clarification, any expenses incurred in connection with such filing shall be subject to Section 11.03.         (k)   Value Added Tax. All amounts set out, or expressed to be payable under a Loan  Document  by  any  party  to  a  Lender  or  Agent  which  (in  whole  or  in  part)  constitute  the  consideration for value added tax purposes shall be deemed to be exclusive of any applicable value  added tax, and accordingly, if value added tax is chargeable on any supply or service made by any  Lender or Agent to any party under a Loan Document and such value added tax is required to be  collected  by  such  Lender  or  Agent  (or  the  representative  member  of  any  group  of  which  the  relevant Lender or Agent forms a part for purposes of value added tax) pursuant to applicable  Requirements of Law, that party shall pay to the Lender or Agent (in addition to and at the same  time as paying the consideration) an amount equal to the amount of the value added tax (and such  Lender or Agent shall promptly provide an appropriate value added invoice to such party).   Where  a  Loan  Document  requires  any  party  to  reimburse  a  Lender  or  Agent  for  any  costs  or  expenses, that party shall also at the same time pay and indemnify the Lender or Agent against all                                        148  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  value added tax incurred by the Lender or Agent in respect of the costs or expenses to the extent  that the Lender or Agent reasonably determines that neither it nor any other member of any group  of which it is a member for value added tax purposes is entitled to credit or repayment from the  relevant Taxing Authority in respect of the value added tax.   If any Lender or Agent requires any Loan Party to pay any additional amount pursuant to  Section 2.15(k), then such Lender or Agent and Loan Party shall use reasonable efforts to co- operate to minimize the amount such Loan Party is required to pay if, in the judgment of such  Lender or Agent, such co-operation would not subject such Lender or Agent to any  unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or  Agent.  For the avoidance of doubt, all references to value added tax in this Section 2.15(k)  include reference to goods and services tax.         (l)   Covered Aleris Syndication Taxes.                      (i)   Notwithstanding  anything  to  the  contrary  contained  in  this              Agreement  or  in  any  other  Loan  Document,  a  Covered  Aleris  Lender’s              indemnification for Covered Aleris Syndication Taxes with respect to an interest in              a Covered Aleris Loan for a Covered Aleris Payment Date (other than a Covered              Aleris Payment Date that occurs during the Aleris Syndication Period) shall not              exceed an amount equal to the lesser of (x) the U.S. federal withholding Taxes to              which such Covered Aleris Lender holding such interest in a Covered Aleris Loan              is subject with respect to such interest as of such Covered Aleris Payment Date, (y)              the allocable share of the Aleris Gross-Up Cap with respect to such interest in a              Covered Aleris Loan and (z) in the case of a Covered Aleris Lender that acquired              such  interest  in  a  Covered  Aleris  Loan  from  another  Covered  Aleris  Lender              pursuant  to  an  Assignment  and  Assumption  after  the  Aleris  Syndication              Termination  Date,  the  amounts  of  Covered  Aleris  Syndication  Taxes  for  which              such  assignor  Covered  Aleris  Lender  was  entitled  to  indemnification  hereunder              with respect to such interest in a Covered Aleris Loan immediately before such              assignment.                      (ii)  The  aggregate  amount  of  indemnification  for  Covered  Aleris              Syndication Taxes payable on any Covered Aleris Payment Date to all Covered              Aleris  Lenders  shall  not  exceed  an  amount  equal  to  two  percent  (2%)  of  the              aggregate amount of interest and other non-principal amounts payable in respect of              all of the Aleris Incremental Term Loans on such Covered Aleris Payment Date              (such aggregate amount of indemnification with respect to a given Covered Aleris              Payment Date, the “Aleris Gross-Up Cap”). For the avoidance of doubt, the Aleris              Gross-Up Cap shall not be reduced by any Taxes for which the Co-Borrowers are              otherwise providing an indemnity to the Lender hereunder.                       (iii) For purposes of Section 2.15(l)(i)(y) above, the allocable share of              the Aleris Gross-Up Cap with respect to each interest in a Covered Aleris Loan                                        149  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






              shall be determined on or after the Aleris Syndication Termination Date by the              Incremental Mandated Lead Arrangers in consultation with the Borrower (which              may be memorialized in one or more Assignment and Assumptions). Promptly after              the allocable share of the Aleris Gross-Up Cap with respect to each interest in a              Covered  Aleris  Loan  is  determined  pursuant  to  the  preceding  sentence,  the              Incremental  Mandated  Lead Arrangers  shall  deliver  or  cause  to  be  delivered  in              writing to the Administrative Agent and the Borrower (a) the name of each Covered              Aleris  Lender  holding  an  interest  in  a  Covered  Aleris  Loan  as  of  the  Aleris              Syndication Termination Date, (b) the principal amount of the interest in a Covered              Aleris Loan held by each such Lender and (c) the share of the Aleris Gross-Up Cap              allocable to each such interest.                       (iv)  In the case of any Covered Aleris Payment Date that occurs during              the  Aleris  Syndication  Period,  the  Aleris  Gross-Up  Cap  with  respect  to  such              Covered Aleris Payment Date shall be allocated among the Covered Aleris Lenders              pro rata in accordance with the principal amount of each Covered Aleris Lender’s              Covered  Aleris  Loans  on  such  Covered  Aleris  Payment  Date; provided,  to  the              extent such Covered Aleris Lender’s allocable share of the Aleris Gross-Up Cap              exceeds such Covered Aleris Lender’s actual U.S. federal withholding Taxes with              respect to the Covered Aleris Loans on such Covered Aleris Payment Date, then              such excess shall be re-allocated among such other Covered Aleris Lenders in a              similar  manner  until  no  such  excess  remains  with  respect  to  any  such  Covered              Aleris Lender.                     (v)   For payments by any Loan Party under the Loan Documents that              will (or are required to) include, or for which such Loan Party will (or is required              to) withhold, any amounts attributable to the Covered Aleris Syndication Taxes, on              or  prior  to  the  date  of  such  payment,  the  Borrower  shall  deliver  to  the              Administrative Agent a certificate certifying the allocation of such payment, which              payment  shall  include  the  interest  amount  and  the  amount  of  indemnification              payments  in  respect  of  Covered  Aleris  Syndication  Taxes,  among  the  Lenders,              which allocation set forth in such certificate shall reflect the then-current allocations              established  pursuant  to clauses  (i) through (iv) of  this Section 2.15(l),  and  the              amounts,  if  any,  (x)  required  to  be  withheld  for  any  Taxes  under  applicable              Requirements of Law, (y) of Taxes so withheld by the Loan Parties, and (z) of any              Taxes to be withheld by the Administrative Agent (which amount under this clause              (z) shall be zero unless the Administrative Agent otherwise agrees in writing), in              the  case  of clauses  (x) through (z),  for  purposes  of  paying  the  relevant  Taxing              Authority in accordance with applicable Requirements of Law. For purposes of the              foregoing certificate under this clause (v), the Borrower may rely on copies of the              Register and each Assignment and Assumption obtained by it in accordance with              Section 11.04(c) (it being understood that the Borrower shall have a reasonable              duty to request such copies and any updates thereto in connection with its obligation              to deliver such certificate).                                         150  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                    (vi)  By  becoming  a  party  to  this  Agreement,  each  Lender  agrees,              notwithstanding  anything  to  the  contrary  in  this  Agreement  or  any  other  Loan              Document, that (x) the Administrative Agent may rely upon and comply with the              allocations set forth in the certificate described in Section 2.15(l)(v), without further              verification of the Administrative Agent, (y) the Administrative Agent may rely              upon the withholding amounts set forth in such certificate, and (z) each Covered              Aleris  Lender  shall  indemnify  the  Administrative  Agent  (and  any  sub-agent              thereof),  within  three  (3) Business  Days  after  demand  therefor,  for  any  losses,              claims, damages, liabilities, costs, and related expenses (including the fees, charges              and disbursements of any counsel) incurred in relation to any underwithholding of              Taxes from such Lender with respect to such payments.         (m)   Survival.   Each  party’s  obligations  under  this Section  2.15 shall  survive  the  resignation or replacement of the Administrative Agent or any assignment of rights by, or the  replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or  discharge of all obligations under any Loan Document.   Section 2.16 Mitigation Obligations; Replacement of Lenders.         (a)   Designation of a Different Lending Office.  Each Lender may at any time or from  time to time designate, by written notice to the Administrative Agent, one or more lending offices  (which, for this purpose, may include Affiliates of the respective Lender) for the various Loans  made by such Lender; provided that to the extent such designation shall result, as of the time of  such designation, in increased costs under Section 2.12, Section 2.15 or Section 7.10 in excess of  those  which  would  be  charged  in  the  absence  of  the  designation  of  a  different  lending  office  (including  a  different  Affiliate  of  the  respective  Lender),  then  the  Loan  Parties  shall  not  be  obligated to pay such excess increased costs (although the applicable Loan Party, in accordance  with and pursuant to the other provisions of this Agreement, shall be obligated to pay the costs  which would apply in the absence of such designation and any subsequent increased costs of the  type described above resulting from changes after the date of the respective designation). Each  lending office and Affiliate of any Lender designated as provided above shall, for all purposes of  this Agreement, be treated in the same manner as the respective Lender (and shall be entitled to all  indemnities and similar provisions in respect of its acting as such hereunder).  Each lending office  and Affiliate of any Lender designated as provided above shall, for all purposes of this Agreement,  be treated in the same manner as the respective Lender (and shall be entitled to all indemnities and  similar provisions in respect of its acting as such hereunder).  The proviso to the first sentence of  this Section 2.16(a) shall not apply to changes in a lending office pursuant to Section 2.16(b) if  such change was made upon the written request of any Loan Party.           (b)   Mitigation Obligations.  If any Lender requests compensation under Section 2.12,  or requires any Loan Party to pay any additional amount to any Lender or any Taxing Authority  for the account of any Lender pursuant to Section 2.15 or Section 7.10, then such Lender shall use  reasonable  efforts  to  designate  a  different  lending  office  for  funding  or  booking  its  Loans  hereunder or to assign its rights and obligations hereunder to another of its offices, branches or  affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would                                        151  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  eliminate or reduce amounts payable pursuant to Section 2.12, Section 2.15 or Section 7.10, as the  case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or  expense and would not otherwise be disadvantageous to such Lender.  Each Loan Party hereby  agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any  such designation or assignment.  A certificate setting forth such costs and expenses submitted by  such Lender to the Designated Company shall be conclusive absent manifest error.         (c)   Replacement of Lenders. If any Lender requests compensation under Section 2.12,  or  if  any  Loan  Party  is  required  to  pay  any  additional  amount  to  any  Lender  or  any  Taxing  Authority for the account of any Lender pursuant to Section 2.15 or Section 7.10, or if any Lender  is  a  Defaulting  Lender,  or  if  the  Designated  Company  exercises  its  replacement  rights  under  Section 11.02(d), then the Designated Company may, at its sole expense and effort, upon notice  by the Designated Company to such Lender and the Administrative Agent, require such Lender to  assign and delegate, without recourse (in accordance with and subject to the restrictions contained  in, and consents required by, Section 11.04), all of its interests, rights and obligations under this  Agreement  and  the  other  Loan  Documents  to  an  Eligible  Assignee  that  shall  assume  such  obligations  (which  assignee  may  be  another  Lender,  if  a  Lender  accepts  such  assignment);  provided that:                               (i)     the Co-Borrowers or the assignee shall have paid to                  the  Administrative  Agent  the  processing  and  recordation  fee  specified  in                  Section 11.04(b);                               (ii)    such  Lender  shall  have  received  payment  of  an                  amount  equal  to  the  outstanding  principal  of  its  Loans,  accrued  interest                  thereon, and all other amounts payable to it hereunder and under the other                  Loan  Documents  (including  any  amounts  under Section  2.13),  from  the                  assignee (to the extent of such outstanding principal and accrued interest and                  fees) or the Co-Borrowers (in the case of all other amounts, including any                  amounts under Section 2.10(j));                               (iii)   in the case of any such assignment resulting from a                  claim for compensation under Section 2.12 or payments required to be made                  pursuant to Section 2.15 or Section 7.10, such assignment will result in  a                  reduction in such compensation or payments thereafter; and                               (iv)    such  assignment  does  not  conflict  with  applicable                  Requirements of Law.   A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a  result  of  a  waiver  by  such  Lender  or  otherwise,  the  circumstances  entitling  the  Designated  Company to require such assignment and delegation cease to apply.                                        152  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Section 2.17 [INTENTIONALLY OMITTED].   Section 2.18 [INTENTIONALLY OMITTED].   Section 2.19 Interest Act (Canada); Criminal Rate of Interest; Nominal Rate of Interest.         (a)   Notwithstanding anything to the contrary contained in this Agreement or in any  other Loan Document, solely to the extent that a court of competent jurisdiction finally determines  that the calculation or determination of interest or any fee payable by any Canadian Loan Party in  respect of the Obligations pursuant to this Agreement and the other Loan Documents shall be  governed by the laws of any province of Canada or the federal laws of Canada, in no event shall  the aggregate interest (as defined in Section 347 of the Criminal Code, R.S.C. 1985, c. C-46, as  the same shall be amended, replaced or re-enacted from time to time, “Section 347”) payable by  the Canadian Loan Parties to the Agents or any Lender under this Agreement or any other Loan  Document exceed the effective annual rate of interest on the Credit advances (as defined in Section  347) under this Agreement or such other Loan Document lawfully permitted under Section 347  and, if any payment, collection or demand pursuant to this Agreement or any other Loan Document  in respect of Interest (as defined in Section 347) is determined to be contrary to the provisions of  Section 347, such payment, collection or demand shall be deemed to have been made by mutual  mistake of the Agents, the Lenders and the Canadian Loan Parties and the amount of such payment  or collection shall be refunded by the relevant Agents and Lenders to the applicable Canadian Loan  Parties.  For the purposes of this Agreement and each other Loan Document to which the Canadian  Loan Parties are a party, the effective annual rate of interest payable by the Canadian Loan Parties  shall be determined in accordance with generally accepted actuarial practices and principles over  the term of the loans on the basis of annual compounding for the lawfully permitted rate of interest  and,  in  the  event  of  dispute,  a  certificate  of  a  Fellow  of  the  Canadian  Institute  of  Actuaries  appointed  by  the  Administrative  Agent  for  the  account  of  the  Canadian  Loan  Parties  will  be  conclusive for the purpose of such determination in the absence of evidence to the contrary.         (b)   For the purposes of the Interest Act (Canada) and with respect to Canadian Loan  Parties only:                               (i)     whenever any interest or fee payable by the Canadian                  Loan Parties is calculated using a rate based on a year of 360 days or 365                  days, as the case may be, the rate determined pursuant to such calculation,                  when  expressed  as  an  annual  rate,  is  equivalent  to  (x)  the  applicable  rate                  based on a year of 360 days or 365 days, as the case may be, (y) multiplied                  by the actual number of days in the calendar year in which such rate is to be                  ascertained and (z) divided by 360 or 365, as the case may be; and                               (ii)    all calculations of interest payable by the Canadian                  Loan Parties under this Agreement or any other Loan Document are to be                  made on the basis of the nominal interest rate described herein and therein                                         153  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                  and not on the basis of effective yearly rates or on any other basis which gives                  effect to the principle of deemed reinvestment of interest.   The parties  hereto  acknowledge that there is  a material  difference between the stated nominal  interest rates and the effective yearly rates of interest and that they are capable of making the  calculations required to determine such effective yearly rates of interest.   Section 2.20 [INTENTIONALLY OMITTED].    Section 2.21 [INTENTIONALLY OMITTED].   Section 2.22 Cashless Rollover of Term Loans.  Notwithstanding anything to the contrary in  this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in  connection with any refinancing, extension, loan modification or similar transaction permitted by  the terms of this Agreement, in each case pursuant to a cashless settlement mechanism approved  by the Designated Company, the Administrative Agent and such Lender.   Section 2.23 Incremental Term Loan Commitments.         (a)   Incremental  Request.   Following  the  Syndication  Termination  Date, (without  regard  to  clause  (ii)  of  such  definition  to  the  extent  that  the  Aleris  Incremental  Commitment  Termination Date has occurred without the funding of the Aleris Incremental Term Loans), the  Designated  Company  may  by  written  notice  to  the  Administrative  Agent,  elect  to  request  the  establishment of one or more new Term Loan Commitments for one or more Co-Borrowers (each,  an “Incremental Term Loan Commitment”) (x) in an aggregate principal amount of not less  than $25,000,000 (or the Dollar Equivalent thereof in an Alternative Currency) individually and  (y) an integral multiple of $1,000,000 (or the Dollar Equivalent thereof in an Alternative Currency)  in  excess  thereof.   Each  such  notice  shall  specify  (i)  date  on  which  the  Designated  Company  proposes that such Incremental Term Loan Commitments shall be effective (each, an “Increase  Effective Date”), which shall be a date not less than 10 Business Days after the date on which  such  notice  is  delivered  to  the  Administrative  Agent  and  (ii)  the  identity  of  each  Lender  or  Additional Lender to whom the Designated Company proposes any portion of such Incremental  Term  Loan  Commitments  be  allocated  and  the  amount  of  such  allocations; provided that  any  existing  Lender  approached  to  provide  all  or  a  portion  of  any  Incremental  Term  Loan  Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan  Commitments.         (b)   Conditions.  Such Incremental Term Loan Commitments shall become effective, as  of such Increase Effective Date; provided that:                               (i)     each of the conditions set forth in Section 4.03 shall                  be satisfied;                                         154  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                              (ii)    no Default shall have occurred and be continuing or                  would result from the borrowings to be made on the Increase Effective Date;                               (iii)   the aggregate amount of all Incremental Term Loans                  permitted to be made pursuant to such Incremental Term Loan Commitments                  shall  not  exceed the  sum  of  (A)  $300,000,000  (or  the  Dollar  Equivalent                  thereof  in  other  Alternative  Currencies) plus (B)  an  additional  unlimited                  amount so long as, after giving effect to the borrowings to be made on the                  Increase  Effective  Date  and  to  the  consummation  of  any  Permitted                  Acquisition  or  other  Investment  or  application  of  funds  made  with  the                  proceeds of such borrowings, on a Pro Forma Basis, the Senior Secured Net                  Leverage Ratio at such date is not greater than 3.00 to 1.0 (provided that in                  calculating  the  Senior  Secured  Net  Leverage  Ratio,  the  proceeds  of                  Incremental Term Loans shall be excluded from Unrestricted Cash) (it being                  understood that the Designated Company may elect to utilize amounts under                  either  clause  (A)  or  (B)  (to  the  extent  compliant  therewith), and  may  use                  clause (B) (to the extent compliant therewith) prior to utilization of amounts                  under clause (A) in the case of a concurrent use);                               (iv)    the Loan Parties shall deliver or cause to be delivered                  any  legal  opinions  or  other  documents  reasonably  requested  by  the                  Administrative Agent in connection with any such transaction; and                               (v)     immediately  after  giving  effect  to  all  Incremental                  Term Loans permitted to be made pursuant to such Incremental Term Loan                  Commitments, the Designated Company shall be in  compliance, on a Pro                  Forma  Basis,  with  the  Financial  Performance  Covenant  (provided that  in                  calculating  the  Senior  Secured  Net  Leverage  Ratio,  the  proceeds  of                  Incremental Term Loans shall be excluded from Unrestricted Cash), and the                  Designated  Company  shall have  delivered  to  the  Administrative  Agent  a                  certificate  of  a  Responsible  Officer  setting  forth  in  reasonable  detail  the                  calculations demonstrating such compliance;    provided, further that if the proceeds of any Incremental Term Loans are being used to finance an  Acquisition that is not conditioned on the obtaining of any financing, then, except to the extent  otherwise required by the Lenders or Additional Lenders making such Incremental Term Loans,  (x)  the  representations  and  warranties  referred  to  in Section  4.03(c) shall  be  limited  to  those  contained in Sections 3.01, 3.02, 3.03(b), 3.03(c), 3.10, 3.11, 3.12, 3.16, 3.20, 3.22 and 3.24, and  3.28 and (y) the Defaults referred to in Section 4.03(b) and Section 2.23(b)(ii) shall be limited to  Significant Events of Default.         (c)   Terms of Incremental Term Loans and Commitments.  The terms and provisions of  Loans made pursuant to the new Commitments shall be as follows:                                         155  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                              (i)     terms  and  provisions  of  Loans  made  pursuant  to                  Incremental Term Loan Commitments (“Incremental Term Loans”) shall                  be, except as otherwise set forth herein or in the Increase Joinder, identical to                  the existing Term Loans;                               (ii)    the  Weighted  Average  Life  to  Maturity  of  all                  Incremental Term Loans shall be no shorter than the Weighted Average Life                  to Maturity of the existing Term Loans;                               (iii)   the  maturity  date  of  Incremental  Term  Loans  (the                  “Incremental  Term  Loan  Maturity  Date”)  shall  not  be  earlier  than  the                  Latest Maturity Date; and                               (iv)    the  Applicable  Margins  for  the  Incremental  Term                  Loans shall be determined by the Designated Company and the applicable                  new Lenders and the interest rate for the Incremental Term Loans shall be                  determined by reference to the Eurodollar Rate (or the applicable alternative                  interest  rate  benchmark  for  any  applicable  Alternative  Currency  in                  accordance with Section 2.23(f)(i)); provided, however, that with respect to                  any Incremental Term Loans incurred prior to the fifteen-month anniversary                  of the Closing Date, if the initial yield on such Incremental Term Loans (as                  determined by the Administrative Agent to be equal to the sum of (x) the                  margin above the Eurodollar Rate (or the applicable alternative interest rate                  benchmark  for  any  applicable  Alternative  Currency  in  accordance  with                  Section 2.23(f)(i)) on such Incremental Term Loans, (y) if such Incremental                  Term Loans are initially made at a discount or the Lenders making the same                  receive an upfront fee (other than any customary arrangement, underwriting                  or similar fees that are paid to the arranger of such Incremental Term Loans                  in its capacity as such) directly or indirectly from Holdings, any Co-Borrower                  or any Subsidiary for doing so (the amount of such discount or fee, expressed                  as a percentage of the Incremental Term Loans, being referred to herein as                  “Incremental OID”), the amount of such Incremental OID divided by the                  lesser of (A) the average life to maturity of such Incremental Term Loans and                  (B) four, and (z) any amount by which the minimum Eurodollar Rate (or the                  applicable alternative interest rate benchmark for any applicable Alternative                  Currency  in  accordance  with Section  2.23(f)(i))  applicable  to  such                  Incremental  Term  Loans  exceeds  the  minimum  Eurodollar  Rate  then                  applicable to the Initial Term Loans) exceeds the sum of (1) the Applicable                  Margin then in effect for Eurodollar Rate Loans that are Initial Term Loans,                  and (2) the Upfront Fees divided by four, by more than 50 basis points (the                  amount of such excess above 50 basis points being referred to herein as the                  “Incremental  Net  Yield”),  then  the  Applicable  Margin then  in  effect  for                  Initial Term Loans shall automatically be increased by the Incremental Net                  Yield, effective upon the making of the Incremental Term Loans; provided                                        156  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                  that to the extent the Applicable Margin applicable to the Initial Term Loans                  is so increased, the Applicable Margin on the Term Loans advanced after the                  Closing  Date  but  prior  to  the  relevant  Increase  Effective  Date  shall  be                  increased such that the difference between the Applicable Margin applicable                  to the Initial Term Loans and such Term Loans remains constant (or, if such                  Applicable  Margin  of  both  such  series  of  Term  Loans  was  equal,  such                  Applicable Margin remains equal)). All determinations by the Administrative                  Agent  as  to  Incremental  Net  Yield  or  other  matters  contemplated  by  this                  Section 2.23 shall be conclusive absent manifest error.   The Incremental Term Loan Commitments shall be effected by a joinder agreement (the “Increase  Joinder”) executed by the Loan Parties, the Administrative Agent and each Lender or Additional  Lender making such Incremental Term Loan Commitment, in form and substance satisfactory to  each of them.  The Increase Joinder may, without the consent of any other Lenders, effect such  amendments to this Agreement and the other Loan Documents as may be necessary or appropriate,  in the opinion of the Administrative Agent, to effect the provisions of this Section 2.23.  This  Section 2.23 (including clause (f) hereof) shall supersede any provision in Section 2.14 or Section  11.02 to the contrary. In addition, unless otherwise specifically provided herein, all references in  Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include  references to Term Loans made pursuant to Incremental Term Loan Commitments made pursuant  to this Agreement, and all references in Loan Documents to Commitments of a Class shall be  deemed, unless the context otherwise requires, to include references to new Commitments of such  Class made pursuant to this Agreement.         (d)   Making of  Incremental  Term Loans.  On any Increase Effective Date on which  Incremental Term Loan Commitments are effective, subject to the satisfaction of the terms and  conditions of this Section 2.23, each Lender of such Incremental Term Loan Commitments shall  make a Term Loan to the applicable Co-Borrower in an amount equal to its new Commitment.         (e)   Equal and Ratable Benefit.  The Loans and Commitments established pursuant to  this Section 2.23 shall constitute Loans and Commitments under, and shall be entitled to all the  benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting  the foregoing, rank pari passu with the other Loans in right of payment and benefit equally and  ratably from the Guarantees, Foreign Guarantees and security interests created by the Security  Documents.  The Loan Parties shall take any actions reasonably required by the Administrative  Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security  Documents continue to be perfected under the UCC, the PPSA or otherwise after giving effect to  the establishment of any such Incremental Term Loan Commitments or any such new Term Loans.         (f)   Alternative Currency Term Loans.  Subject to the conditions set forth above, the  Designated Company may elect to establish Incremental Term Loan Commitments denominated  in  an  Alternative  Currency.  In  such  event,  the  Increase  Joinder  may  additionally  effect  such  amendments  and  modifications  to  this  Agreement  or  the  other  Loan  Documents,  and  the  Administrative Agent and the Loan Parties may enter into such additional Loan Documents, in                                        157  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  each case, deemed necessary or appropriate by the Administrative Agent in connection with such  Incremental Term Loan Commitments denominated in Alternative Currencies to modify or add  provisions  relating  to  (i)  the  reference  source  for  the  determination  of  the  Eurodollar  Rate  applicable to Term Loans made in any Alternative Currency or alternative interest rate benchmark  for any applicable Alternative Currency, (ii) the notice periods for borrowing requests with respect  to Term Loans made in any Alternative Currency, (iii) the minimum borrowing or prepayments  amounts applicable to any Term Loan denominated in an Alternative Currency, (iv) the timing and  manner  of  delivery  of  funds  in  any  Alternative  Currency,  (v)  gross-up  and/or  indemnity  with  respect to withholding tax matters and (vi) other provisions customarily applicable to loans in an  Alternative Currency, including, but not limited to, Sections 2.11 and 2.12.  With respect to the  calculations  set  for  in  clause  (c)(iv)  above  for  any  Incremental  Net  Yield  with  respect  to  Incremental Term Loans denominated in an Alternative Currency, such calculations shall be made  by the Administrative Agent based on the margin above the appropriate benchmark component of  the interest rate for the Alternative Currency, as well as any applicable minimum rates or floors  and original issue discount or up front fees (which original issue discount and upfront fees shall  be given effect as provided above).   Section 2.24 Refinancing Amendments.         (a)   At any time after the Closing Date, each Co-Borrower may obtain, from any Lender  or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any  portion of the Term Loans made to such Co-Borrower then outstanding under this Agreement  (which will be deemed to include any then outstanding Other Term Loans), in the form of Other  Term  Loans  or  Other  Loan  Term  Commitments,  in  each  case  pursuant  to  a  Refinancing  Amendment; provided that such Credit Agreement Refinancing  Indebtedness  (i) will rank pari  passu in right of payment and of security with the other Loans and Commitments hereunder, (ii)  will  have  such  pricing  and  optional  prepayment  terms  as  may  be  agreed  by  the  Designated  Company and the Lenders thereof, (iii) will have a maturity date that is not prior to the maturity  date of, and will have a Weighted Average Life to Maturity that is not shorter than the Term Loans  being  refinanced,  (iv)  subject  to  clause  (ii)  above,  will  have  terms  and  conditions  that  are  substantially  identical  to,  or  less  favorable  to  the  investors  providing  such  Credit  Agreement  Refinancing  Indebtedness  than,  the  Refinanced  Debt  and  (v)  the  proceeds  of  such  Credit  Agreement  Refinancing  Indebtedness  shall  be  applied,  substantially  concurrently  with  the  incurrence thereof, to the prepayment of outstanding Term Loans being so refinanced; provided  further that  the  terms  and  conditions  applicable  to  such  Credit  Agreement  Refinancing  Indebtedness may provide for any additional or different financial or other covenants or other  provisions  that  are  agreed  between  the Designated  Company and  the  Lenders  thereof  and  applicable only during periods after the Latest Maturity Date that is in effect on the date such  Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.  The effectiveness of  any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the  conditions set forth in Section 4.03 and, to the extent reasonably requested by the Administrative  Agent,  receipt  by  the  Administrative  Agent  of  legal  opinions,  board  resolutions,  officers’  certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date  under Section 4.02.  Each Class of Credit Agreement Refinancing Indebtedness incurred under  this Section 2.24 shall be in an aggregate principal amount that is (x) not less than $50,000,000 in  the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof.  The                                        158  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Administrative  Agent  shall  promptly  notify  each  Lender  as  to  the  effectiveness  of  each  Refinancing Amendment.  Each of the parties hereto hereby agrees that, upon the effectiveness of  any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to  the  extent)  necessary  to  reflect  the  existence  and  terms  of  the  Credit  Agreement  Refinancing  Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans  and Commitments subject thereto as Other Term Loans and/or Other Term Loan Commitments).   Any  Refinancing  Amendment  may,  without  the  consent  of  any  other  Lenders,  effect  such  amendments to this Agreement and the other Loan Documents as may be necessary or appropriate,  in the reasonable opinion of the Administrative Agent and the Designated Company, to effect the  provisions of this Section.           (b)   This Section 2.24 shall supersede any provisions in Section 2.14 or Section 11.02  to the contrary.                                    ARTICLE III                                                              REPRESENTATIONS AND WARRANTIES         Each Loan Party represents and warrants (provided that no such representation or warranty  shall be made with respect to Sections 3.05(b), 3.05(d), 3.06(b), 3.07, 3.20, or 3.24 prior to the  Closing Date) to the Administrative Agent, the Collateral Agent and each of the Lenders that:   Section 3.01 Organization; Powers.  Each Company (a) is duly organized or incorporated (as  applicable)  and  validly  existing  under  the  laws  of  the  jurisdiction  of  its  organization  or  incorporation  (as  applicable),  (b) has  all  requisite  organizational  or  constitutional  power  and  authority  to  carry  on  its  business  as  now  conducted  and  to  own  and  lease  its  property,  (c) is  qualified  and  in  good  standing  (to  the  extent  such  concept  is  applicable  in  the  applicable  jurisdiction) to do business in every jurisdiction where such qualification is required, except in  such jurisdictions where the failure to so qualify or be in good standing, individually or in the  aggregate, could not reasonably be expected to result in a Material Adverse Effect, and (d) except  as set forth in Section 2.03(b), is acting as principal for its own account and not as agent or trustee  in any capacity on behalf of any party in relation to the Loan Documents.   Section 3.02 Authorization; Enforceability.  The Transactions to be entered into by each Loan  Party are within such Loan Party’s organizational or constitutional powers and have been duly  authorized by all necessary organizational or constitutional action on the part of such Loan Party.   This Agreement has been duly executed and delivered by each Loan Party and constitutes, and  each other Loan Document to which any Loan Party is to be a party, when executed and delivered  by  such  Loan  Party,  will  constitute,  a  legal,  valid  and  binding  obligation  of  such  Loan  Party,  enforceable  in  accordance  with  its  terms,  subject  to  applicable  bankruptcy,  insolvency,  reorganization,  moratorium  or  other  laws  affecting  creditors’  rights  generally  and  subject  to  general principles of equity, regardless of whether considered in a proceeding in equity or at law.   Section 3.03 No  Conflicts.  The  Transactions  (a) do  not  require  any  consent  or  approval  of,  registration or filing with, or any other action by, any Governmental Authority, except (i) such as                                        159  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  have been obtained or made and are in full force and effect, (ii) filings necessary to perfect Liens  created by the Loan Documents (as reflected in the applicable Perfection Certificate on and after  the Closing Date) and (iii) consents, approvals, registrations, filings, permits or actions the failure  to obtain or perform which could not reasonably be expected to result in a Material Adverse Effect,  (b) will  not  violate  the  Organizational  Documents  of  any  Company,  (c)  will  not  violate  any  material Requirement of Law, (d) will not violate or result in a default or require any consent or  approval under any indenture, agreement or other instrument binding upon any Company or its  property, or give rise to a right thereunder to require any payment to be made by any Company,  except for violations, defaults or the creation of such rights that could not reasonably be expected  to result in a Material Adverse Effect, and (e) will not result in the creation or imposition of any  Lien on any property of any Company, except Liens created by the Loan Documents and Permitted  Liens.  The execution, delivery and performance of the Loan Documents will not violate, or result  in a default under, or require any consent or approval under, the Senior Notes, the Senior Note  Documents, or the Revolving Credit Loan Documents.   Section 3.04 Financial Statements; Projections.         (a)   Historical  Financial  Statements.   The  Borrower  has  heretofore  delivered  to  the  Lenders the consolidated balance sheets and related statements of income, stockholders’ equity  and cash flows of the Borrower (i) as of and for the fiscal years ended March 31, 2014, March 31,  2015  and  March  31,  2016,  audited  by  and  accompanied  by  the  unqualified  opinion  of  PricewaterhouseCoopers, independent public accountants, and (ii) as of and for the fiscal quarters  ended June 30, 2016 and September 30, 2016, and for the comparable period of the preceding  fiscal year, in each case certified by the chief financial officer of the Borrower.  Such financial  statements and all financial statements delivered pursuant to Section 5.01(a) and Section 5.01(b)  have been prepared in accordance with US GAAP and present fairly in all material respects the  financial condition and results of operations and cash flows of the Designated Company as of the  dates and for the periods to which they relate.         (b)   No Liabilities; No Material Adverse Effect.  Except as set forth in the most recent  financial statements referred to in Section 3.04(a), as of the Effective Date and the Closing Date  there  are  no  liabilities  of  any  Company  of  any  kind,  whether  accrued,  contingent,  absolute,  determined, determinable or otherwise, which could reasonably be expected to result in a Material  Adverse  Effect,  other  than  liabilities  under  the  Loan  Documents  and  any  Third  Lien  Credit  Agreement. Since March 31, 2016, there has been no event, change, circumstance or occurrence  that,  individually  or  in  the  aggregate,  has  had  or  could  reasonably  be  expected  to  result  in  a  Material Adverse Effect.         (c)   Pro Forma Financial Statements.  The Borrower has heretofore delivered to the  Lenders the Borrower’s unaudited pro forma consolidated capitalization table and balance sheet  as of September 30, 2016, after giving effect to the Transactions as if they had occurred on such  date.  Such capitalization table and balance sheet have been prepared in good faith by the Loan  Parties, based on the assumptions stated therein (which assumptions are believed by the Loan  Parties  on  the  Effective  Date  and  the  Closing  Date  to  be  reasonable),  are  based  on  the  best                                        160  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  information available to the Loan Parties as of the date of delivery thereof, accurately reflect all  adjustments required to be made to give effect to the Transactions and present fairly in all material  respects the pro forma capitalization and balance sheet of Holdings as of such date assuming the  Transactions had occurred at such date.         (d)   Forecasts.  The forecasts of financial performance of the Companies covering the  period commencing with September 30, 2016 and ending on March 31, 2022, furnished to the  Lenders, have been prepared in good faith by the Loan Parties and based on assumptions believed  by the Loan Parties to be reasonable, it being understood that any such forecasts may vary from  actual results and such variations could be material.    Section 3.05 Properties.         (a)   Generally.  Each Company has good title to, valid leasehold interests in, or license  of, all its property material to its business, free and clear of all Liens except for Permitted Liens  (and, prior to the consummation of the Transactions that occur on the Closing Date, Liens securing  obligations under the Existing Credit Agreement).  The property that is material to the business of  the Companies, taken as a whole, (i) is in good operating order, condition and repair in all material  respects (ordinary wear and tear excepted) and (ii) constitutes all the property which is required  for the business and operations of the Companies as presently conducted.         (b)   Real  Property.  Schedules  8(a) and 8(b) to  the  Perfection  Certificate  dated  the  Closing Date contain a true and complete list of each interest in Real Property (i) owned by any  Loan Party as of the Closing Date having fair market value of $1,000,000 or more and describes  the type of interest therein held by such Loan Party and whether such owned Real Property is  leased to a third party and (ii) leased, subleased or otherwise occupied or utilized by any Loan  Party, as lessee, sublessee, franchisee or licensee, as of the Closing Date having annual rental  payments of $1,000,000 or more and describes the type of interest therein held by such Loan Party.         (c)   No Casualty Event.  No Company has as of the Effective Date or the Closing Date  received any notice of, nor has any knowledge of, the occurrence or pendency or contemplation of  any Casualty Event affecting all or any material portion of its property.  No Mortgage encumbers  improved  Real  Property  located  in  the  United  States  that  is  located  in  an  area  that  has  been  identified by the Secretary of Housing and Urban Development as an area having special flood  hazards  within  the  meaning  of  the National Flood  Insurance Act  of  1968Laws unless  flood  insurance available under such ActFlood Insurance Laws has been obtained in accordance with  Section 5.04.          (d)   Collateral.  Each Company owns or has rights to use all of the Collateral used in,  necessary for or material to each Company’s business as currently conducted, except where the  failure to have such ownership or rights of use could not reasonably be expected to have a Material  Adverse Effect.  The use by each Company of such Collateral does not infringe on the rights of  any  person  other  than  such  infringement  which  could  not,  individually  or  in  the  aggregate,                                        161  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  reasonably  be  expected  to  result  in  a  Material  Adverse  Effect.   No  claim  has  been  made  and  remains outstanding that any Company’s use of any Collateral does or may violate the rights of  any third party that could, individually or in the aggregate, reasonably be expected to result in a  Material Adverse Effect.   Section 3.06 Intellectual Property.         (a)   Ownership/No Claims.  Each Loan Party owns, or is licensed to use, all patents,  trademarks, copyrights and other intellectual property (including intellectual property in software,  mask works, inventions, designs, trade names, service marks, technology, trade secrets, proprietary  information and data, domain names, know-how and processes) necessary for the conduct of such  Loan  Party’s  business  as  currently  conducted  (“Intellectual  Property”),  except  for  those  the  failure to own or license which, individually or in the aggregate, could not reasonably be expected  to result in a Material Adverse Effect.  As of the Effective Date and the Closing Date, no material  claim has been asserted and is pending by any person, challenging or questioning the validity of  any Loan Party’s Intellectual Property or the validity or enforceability of any such Intellectual  Property, nor does any Loan Party know of any valid basis for any such claim.  The use of any  Intellectual  Property  by  each  Loan  Party,  and  the  conduct  of  each  Loan  Party’s  business  as  currently conducted, does not infringe or otherwise violate the rights of any third party in respect  of  Intellectual  Property,  except  for  such  claims  and  infringements  that,  individually  or  in  the  aggregate, could not reasonably be expected to result in a Material Adverse Effect.         (b)   Registrations.  Except pursuant to non-exclusive licenses and other non-exclusive  use agreements entered into by each Loan Party in the ordinary course of business, and except as  set forth on Schedule 12(c) to the Perfection Certificate, on and as of the Closing Date each Loan  Party owns and possesses the right to use and has not authorized or enabled any other person to  use, any Intellectual Property listed on any schedule to the relevant Perfection Certificate or any  other  Intellectual  Property  that  is  material  to  its  business, except  for  such  authorizations  and  enablements  as  could  not  reasonably  be  expected  to  result  in  a  Material  Adverse  Effect.  All  registrations listed on Schedule 12(a) and 12(b) to the Perfection Certificate are valid and in full  force and effect, in each case, except where the absence of such validity or full force and effect,  individually or collectively, could not reasonably be expected to have a Material Adverse Effect.         (c)   No Violations or Proceedings.  To each Loan Party’s knowledge, on and as of the  Effective Date and the Closing Date, (i) there is no material infringement or other violation by  others of any right of such Loan Party with respect to any Intellectual Property that is subject to a  security  interest  granted  to  the  Revolving  Credit  Collateral  Agent,  or  any  other  Intellectual  Property that is material to its business, except as may be set forth on Schedule 3.06(c), and (ii) no  claims are pending or threatened to such effect except as set forth on Schedule 3.06(c).   Section 3.07 Equity Interests and Subsidiaries.         (a)   Equity  Interests.  Schedules  1(a) and 10 to  the  Perfection  Certificate  dated  the  Closing  Date  set  forth  a  list  of  (i) all  the  Subsidiaries  of  Holdings  and  their  jurisdictions  of                                        162  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  organization  as  of  the  Closing  Date  and  (ii) the  number  of  each  class  of  its  Equity  Interests  authorized, and the number outstanding, on the Closing Date and the number of shares covered by  all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing  Date.   As  of  the  Closing  Date,  all  Equity  Interests  of  each  Company  held  by  Holdings  or  a  Subsidiary thereof are duly and validly issued and are fully paid and non-assessable, and, other  than  the  Equity  Interests  of  Holdings,  are  owned  by  Holdings,  directly  or  indirectly  through  Wholly  Owned  Subsidiaries  except  as  indicated  on Schedules  1(a) and 10 to  the  Perfection  Certificate.  At all times prior to a Qualified Borrower IPO, 100% of the Equity Interests of the  Borrower will be owned directly by Holdings, and 100% of the Equity Interests of the other Co- Borrower shall be owned directly or indirectly by Holdings (or, in the case of each Co-Borrower,  on  and  after  the  Designated  Holdco  Effective  Date,  will  be  owned  directly  or  indirectly  by  Designated Holdco) except (x) to the extent otherwise permitted under clause (c) of the definition  of  Permitted  Reorganization  Action  or  under  clause (b)  of  the  definition  of  Permitted  Aleris  Foreign Subsidiary Transfer or (y) the Tulip Foundation may indirectly own Equity Interests in  Aleris Rolled Products and Aleris Casthouse if the Tulip Conditions are satisfied at all times.  At  all  times  after  a  Qualified  Borrower  IPO,  more  than  50%  of  the  voting  power  of  the  total  outstanding Voting Stock of each Co-Borrower will be owned directly or indirectly by Hindalco;  provided that the Tulip Foundation may indirectly own Equity Interests in Aleris Rolled Products  and Aleris Casthouse if the Tulip Conditions are satisfied at all times. As of the Closing Date, each  Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity  Interests pledged by it under the Security Documents, free of any and all Liens, rights or claims of  other  persons,  except  Permitted  Liens,  and  as  of  the  Closing  Date  there  are  no  outstanding  warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements  outstanding with respect to, or property that is convertible into, or that requires the issuance or sale  of, any such Equity Interests.         (b)   No Consent of Third Parties Required.  Except as have previously been obtained,  no consent of any person including any other general or limited partner, any other member of a  limited  liability  company,  any  other  shareholder  or  any  other  trust  beneficiary  is  necessary  in  connection  with  the  creation,  perfection  or  First  Priority  status  of  the  security  interest  of  the  Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the  Secured Parties under the Security Documents or the exercise by the Collateral Agent of the voting  or  other  rights  provided  for  in  the  Security  Documents  or  the  exercise  of  remedies  in  respect  thereof, other than any restrictions on transfer of the Equity Interests in NKL or its direct parents,  4260848 Canada Inc., 4260856 Canada Inc. and 8018227 Canada Inc., imposed by any lock-up or  listing agreement, rule or regulation in connection with any listing or offering of Equity Interests  in NKL to the extent required by applicable Requirements of Law or listing or stock exchange  requirements, and other than any share transfer restrictions pursuant to articles 249 and following  of the Belgian Companies Code.         (c)   Organizational Chart.  An accurate organizational chart, showing the ownership  structure  of  Holdings,  the  Borrower  and  each  Subsidiary  on  the  Closing  Date  is  set  forth  on  Schedule 10 to the Perfection Certificate dated the Closing Date.  No Loan Party which is a party  to an Irish Security Agreement or has otherwise created a Lien over any asset situate in Ireland  pursuant to the Security Documents is a Relevant External Company.                                        163  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Section 3.08 Litigation; Compliance with Laws.  There are no actions, suits or proceedings at  law or in equity by or before any Governmental Authority now pending or, to the knowledge of  any Company, threatened against or affecting any Company or any business, property or rights of  any  Company  (i) that  involve  any  Loan  Document  or  (ii) as  to  which  there  is  a  reasonable  possibility of  an adverse determination and that, if adversely determined, could  reasonably be  expected, individually or in the aggregate, to result in a Material Adverse Effect.  No Company or  any of its property is in violation of, nor will the continued operation of its property as currently  conducted violate, any Requirements of Law (in the case of the U.S. Hold Separate Assets, as such  Requirements of Law may be modified pursuant to the U.S. Hold Separate Agreements) (including  any zoning or building ordinance, code or approval or any building permits) or any restrictions of  record or agreements affecting any Company’s Real Property or is in default with respect to any  Requirement of Law (in the case of the U.S. Hold Separate Assets, as such Requirements of Law  may be modified pursuant to the U.S. Hold Separate Agreements), where such violation or default,  individually or in the aggregate, could reasonably be expected to  result in a Material Adverse  Effect.   The  Loan  Parties  have  implemented  and  maintain  in  effect  policies  and  procedures  designed  to  ensure  compliance  by  the  Loan  Parties,  their  Subsidiaries,  and  their  respective  directors, officers, employees  and agents  with  applicable Anti-Corruption  Laws, and the  Loan  Parties  and  their  Subsidiaries  are  in  compliance  with  applicable  Anti-Corruption  Laws  in  all  material respects.   Section 3.09 Agreements.  No Company is a party to any agreement or instrument or subject to  any corporate or other constitutional restriction that has resulted or could reasonably be expected  to  result  in  a  Material  Adverse  Effect.   No  Company  is  in  default  in  any  manner  under  any  provision of any indenture or other agreement or instrument evidencing Indebtedness, or any other  agreement or instrument to which it is a party or by which it or any of its property is or may be  bound, where such default could reasonably be expected to result in a Material Adverse Effect.   There is no existing default under any Organizational Document of any Company or any event  which, with the giving of notice or passage of time or both, would constitute a default by any party  thereunder that could reasonably be expected to have a Material Adverse Effect.  No event or  circumstance has occurred or exists that constitutes a Default or Event of Default.   Section 3.10 Federal Reserve Regulations.  No Company is engaged principally, or as one of  its important activities, in the business of extending credit for the purpose of buying or carrying  Margin Stock.  No part of the proceeds of any Loan will be used, whether directly or indirectly,  and whether immediately, incidentally or ultimately, for any purpose that entails a violation of, or  that is inconsistent with, the provisions of the regulations of the Board, including Regulation T, U  or X.  The pledge of the Securities Collateral pursuant to the Security Documents does not violate  such regulations.   Section 3.11 Investment  Company  Act.   No  Company  is  an  “investment  company”  or  a  company “controlled” by an “investment company,” as defined in, or subject to regulation under,  the Investment Company Act of 1940, as amended.   Section 3.12 Use of Proceeds.  The Co-Borrowers will use the proceeds of (a) the Loans on the  Closing Date for the Transactions, (b) any Incremental Term Loans after the Closing Date for  general corporate purposes (including to effect Permitted Acquisitions and other Investments and  Dividends permitted hereunder), (c) any Aleris Incremental Term Loans on the Aleris Incremental                                        164  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Funding Date for the Aleris Acquisition and (d) any Other Term Loans after the Closing Date to  refinance  Term  Loans  and  pay  related  fees  and  expenses; provided that in  no  event  shall  any  proceeds of any Loans (including any Incremental Term Loans or Other Term Loans) be remitted,  directly  or  indirectly,  to  any  Swiss  tax  resident  Company  or  Swiss  tax  resident  permanent  establishment, where this remittance could be viewed as a use of such proceeds in Switzerland  (whether through an intercompany loan or advance by any other Company or otherwise) as per the  practice of the Swiss Federal Tax Administration, unless the Swiss Federal Tax Administration  confirms in a written advance tax ruling (based on a fair description of the fact pattern in the tax  ruling request made by a Loan Party) that such use of proceeds in Switzerland does not lead to  Swiss Withholding Tax becoming due on or in respect any Loans (including any Incremental Term  Loans or Other Term Loans) or parts thereof.   Section 3.13 Taxes.  Each Company has (a) timely filed or caused to be timely filed all material  Tax Returns required by applicable Requirements of Law to have been filed by it and (b) duly and  timely paid, collected or remitted or caused to be duly and timely paid, collected or remitted all  material Taxes due and payable, collectible or remittable by it and all assessments received by it,  except Taxes (i) that are being contested in good faith by appropriate proceedings and for which  such Company has set aside on its books adequate reserves in accordance with US GAAP or other  applicable accounting rules and (ii) which could not, individually or in the aggregate, reasonably  be expected to have a Material Adverse Effect.  Each Company has made adequate provision in  accordance with US GAAP or other applicable accounting rules for all material Taxes not yet due  and  payable.   No  Company  has  received  written  notice  of  any  proposed  or  pending  tax  assessments, deficiencies or audits that could be reasonably expected to, individually or in the  aggregate,  result  in  a  Material  Adverse  Effect.   No  Company  has  ever  been  a  party  to  any  understanding or arrangement constituting a “tax shelter” within the meaning of Section 6111(c),  Section  6111(d),  or  Section  6662(d)(2)(C)(iii)  of  the  Code,  or  has  ever  “participated”  in  a  “reportable transaction” within the meaning of Section 6707A(c)(1) of the Code and Treasury  Regulation Section 1.6011-4(b), except as could not be reasonably expected to, individually or in  the aggregate, result in a Material Adverse Effect. Each Co-Borrower under the Aleris Incremental  Term Loans is a domestic corporation as defined in Section 7701(a)(30)(C) of the Code (or is a  limited liability company that is disregarded as an entity separate from its owner for United States  federal income tax purposes and is wholly owned by a domestic corporation).  No payment by or  on account of any obligation of any Loan Party hereunder, or under any other Loan Document, in  respect of the Aleris Incremental Term Loans is subject to any withholding Taxes other than U.S.  federal withholding Taxes.   Section 3.14 No Material Misstatements.  The written information (including the Confidential  Information  Memorandum),  reports,  financial  statements,  certificates,  exhibits  or  schedules  furnished by or on behalf of any Company to any Agent or any Lender in connection with the  negotiation of any Loan Document or included therein or delivered pursuant thereto, taken as a  whole, did not and does not contain any material misstatement of fact and, taken as a whole, did  not and does not omit to state any material fact necessary to make the statements therein, in the  light of the circumstances under which they were or are made, not materially misleading in their  presentation of Holdings, the Designated Company and its Subsidiaries taken as a whole as of the  date such information is dated or certified; provided that to the extent any such information, report,  financial statement, exhibit or schedule was based upon or constitutes a forecast or projection, each                                         165  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Loan Party represents only that it was prepared in good faith and based on assumptions believed  by the applicable Loan Parties to be reasonable.   Section 3.15 Labor  Matters.   As  of  the  Effective  Date  and  the  Closing  Date,  there  are  no  material strikes, lockouts or labor slowdowns against any Company pending or, to the knowledge  of any Company, threatened in writing.  The hours worked by and payments made to employees  of any Company have not been in violation of the Fair Labor Standards Act of 1938, as amended,  or any other applicable federal, state, provincial, local or foreign law dealing with such matters in  any  manner  which  could  reasonably  be  expected  to  result  in  a  Material  Adverse  Effect.   All  payments due from any Company, or for which any claim may be made against any Company, on  account of wages and employee health and welfare insurance and other benefits, have been paid  or accrued as a liability on the books of such Company except where the failure to do so could not  reasonably  be  expected  to  result  in  a  Material  Adverse  Effect.   The  consummation  of  the  Transactions will not give rise to any right of termination or right of renegotiation on the part of  any union under any collective bargaining agreement to which any Company is bound, except as  could not reasonably be expected to result in a Material Adverse Effect.   Section 3.16 Solvency.  At the time of and immediately after each of (i) the consummation of  the Transactions  to  occur on the Effective Date  and the Closing Date,  (ii) the Aleris  Increase  Joinder Effective Date, (iii) the consummation of the Aleris Acquisition on the Aleris Incremental  Funding Date, and (iv) at the time of and immediately following the making of the initial Credit  Extension under any Incremental Term Loan Commitments (other than Aleris Incremental Term  Loan Commitments) and after giving effect to the application of the proceeds of each Loan and  the operation of the Contribution, Intercompany, Contracting and Offset Agreement, (a) the fair  value of the assets of the Designated Company and of the Loan Parties (on a consolidated basis  with  their  Subsidiaries)  will  exceed  their  debts  and  liabilities,  subordinated,  contingent,  prospective  or  otherwise;  (b) the  present  fair  saleable  value  of  the  property  of  the  Designated  Company and the Loan Parties (on a consolidated basis with their Subsidiaries) will be greater  than the amount that will be required to pay the probable liability of their debts and other liabilities,  subordinated,  contingent,  prospective  or  otherwise,  as  such  debts  and  other  liabilities  become  absolute and matured; (c) the Designated Company and the Loan Parties (on a consolidated basis  with their Subsidiaries) will be able to pay their debts and liabilities, subordinated, contingent,  prospective  or  otherwise,  as  such  debts  and  liabilities  become  absolute  and  matured;  (d) the  Designated Company and the Loan Parties (on a consolidated basis with their Subsidiaries) will  not have unreasonably small assets with which to conduct their business in which they are engaged  as such business is now conducted and is proposed to be conducted following the Effective Date;  and  (e)  the  Designated  Company  and  the  Loan  Parties  (on  a  consolidated  basis  with  their  Subsidiaries) are not  “insolvent” as  such term  is  defined under  any bankruptcy, insolvency or  similar  laws  of  any  jurisdiction  in  which  any  Loan  Party  is  organized  or  incorporated  (as  applicable), or otherwise unable to pay their debts as they fall due.   Section 3.17 Employee  Benefit  Plans.   Each  Company  and  its  ERISA  Affiliates  is  in  compliance in all material respects with the applicable provisions of ERISA and the Code and the  regulations and published interpretations thereunder except for such non-compliance that in the  aggregate  would  not  have  a  Material  Adverse  Effect.   No  ERISA  Event  has  occurred  or  is  reasonably expected to occur that, when taken together with all other such ERISA Events, could  reasonably be expected to result in a Material Adverse Effect or the imposition of a Lien on any                                        166  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  of the property of any Company.  The present value of all accumulated benefit obligations of all  underfunded Plans (based on the assumptions used in the most recent actuarial valuations used for  the respective Plans) did not, as of the date of the most recent financial statements reflecting such  amounts, exceed the fair market value of the property of all such underfunded Plans in an amount  which  could  reasonably  be  expected  to  have  a  Material  Adverse  Effect.   Using  actuarial  assumptions and computation methods consistent with subpart I of subtitle E of Title IV of ERISA,  the aggregate liabilities of each Company or its ERISA Affiliates to all Multiemployer Plans in  the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each  such Multiemployer Plan, could not reasonably be expected to result in a Material Adverse Effect.               To the extent applicable, each Foreign Plan has been maintained in compliance  with its  terms  and  with  the  requirements  of  any  and  all  Requirements  of  Law  and  has  been  maintained, where required, in good standing with applicable Governmental Authority and Taxing  Authority, except for such non-compliance  that in  the  aggregate  would  not have a  Material  Adverse Effect. No Company has incurred any obligation in connection with the termination  of  or  withdrawal  from  any Foreign  Plan,  except  to  the  extent  of  liabilities  which  could  not  reasonably be expected to have a Material Adverse Effect. Each Foreign Plan which is required to  be funded is funded in accordance with Requirements of Law, and for each Foreign Plan which is  not required to be funded, the obligations of such Foreign Plan are properly accrued in the financial  statements of the Designated Company and its Subsidiaries, in each case in an amount that could  not reasonably be expected to have a Material Adverse Effect.               Except as specified on Schedule 3.17, (i) no Company is or has at any time been an  employer (for the purposes of Sections 38 to 51 of the Pensions Act 2004) of an occupational  pension scheme which is not a money purchase scheme (both terms as defined in the Pensions  Schemes  Act  1993),  and  (ii)  no  Company  is  or  has  at  any  time  been  “connected”  with  or  an  “associate” of (as those terms are used in Sections 39 and 43 of the Pensions Act 2004) such an  employer.   Section 3.18 Environmental Matters.         (a)   Except as, individually or in the aggregate, could not reasonably be expected to  result in a Material Adverse Effect:                               (i)     The Companies and their businesses, operations and                  Real Property are in compliance with, and the Companies have no liability                  under, any applicable Environmental Law;                               (ii)    The  Companies  have  obtained  all  Environmental                  Permits required for the conduct of their businesses and operations, and the                  ownership, operation and use of their property, under Environmental Law,                  and all such Environmental Permits are valid and in good standing;                                         167  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                              (iii)   There has been no Release or threatened Release of                  Hazardous  Material  on,  at,  under  or  from  any  Real  Property  or  facility                  presently or formerly owned, leased or operated by the Companies or their                  predecessors in interest that could reasonably be expected to result in liability                  of the Companies under any applicable Environmental Law;                               (iv)    There is no Environmental Claim pending or, to the                  knowledge of any Company, threatened against the Companies, or relating to                  the  Real  Property  currently  or  formerly  owned,  leased  or  operated  by  the                  Companies or their predecessors in interest or relating to the operations of the                  Companies, and, to the knowledge of any Company, there are no actions,                  activities,  circumstances,  conditions,  events  or  incidents  that  could                  reasonably be expected to form the basis of such an Environmental Claim;                               (v)     No Lien has been recorded or, to the knowledge of                  any Company, threatened under any Environmental Law with respect to any                  Real Property or other assets of the Companies;                               (vi)    The  execution,  delivery  and  performance  of  this                  Agreement and the consummation of the transactions contemplated hereby                  will  not  require  any  notification,  registration,  filing,  reporting,  disclosure,                  investigation,  remediation  or  cleanup  pursuant  to  any  Governmental  Real                  Property  Disclosure  Requirements  or  any  other  applicable  Environmental                  Law; and                               (vii)   No  person  with  an  indemnity  or  contribution                  obligation to the Companies relating to compliance with or liability under                  Environmental Law is in default with respect to such obligation.         (b)   As of the Effective Date and the Closing Date:                               (i)     Except as could not reasonably be expected to have                  a Material Adverse Effect, no Company is obligated to perform any action or                  otherwise incur any expense under Environmental Law pursuant to any order,                  decree,  judgment  or  agreement  by  which  it  is  bound  or  has  assumed  by                  contract, agreement or operation of law, and no Company is conducting or                  financing any Response pursuant to any Environmental Law with respect to                  any Real Property or any other location; and                               (ii)    No  Real  Property  or  facility  owned,  operated  or                  leased by the Companies and, to the knowledge of the Companies, no Real                                        168  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                  Property or facility formerly owned, operated or leased by the Companies or                  any of their predecessors in interest is (i) listed or proposed for listing on the                  National Priorities List promulgated pursuant to CERCLA, or (ii) listed on                  the  Comprehensive  Environmental  Response,  Compensation  and  Liability                  Information  System  promulgated  pursuant  to  CERCLA  and  is  reasonably                  likely to result in any material liability to any Company, or (iii) included on                  any  other  publicly  available  list  of  contaminated  sites  maintained  by  any                  Governmental  Authority  analogous  to  CERCLA  or  the  Resource                  Conservation and Recovery Act, 42 U.S.C. §6901 et seq., including any such                  list relating to the management or clean up of petroleum and is reasonably                  likely to result in any material liability to a Company.   Section 3.19 Insurance.  Schedule 3.19 sets forth a true and correct description of all insurance  policies maintained by each Company as of the Effective Date and the Closing Date. All insurance  maintained by the Companies to the extent required by Section 5.04 is in full force and effect, and  all premiums thereon have been duly paid.  As of the Effective Date and the Closing Date, no  Company has received notice of violation or cancellation thereof, the Mortgaged Property, and the  use,  occupancy  and  operation  thereof,  comply  in  all  material  respects  with  all  Insurance  Requirements,  and  there  exists  no  material  default  under  any  Insurance  Requirement.   Each  Company has insurance in such amounts and covering such risks and liabilities as are customary  for companies of a similar size engaged in similar businesses in similar locations.   Section 3.20 Security Documents.         (a)   U.S.  Security  Agreement.   Subject  to Section  5.15, each  of  the  U.S.  Security  Agreements is effective to create in favor of the Collateral Agent for the benefit of the Secured  Parties, legal, valid and enforceable Liens on, and security interests in, the Security Agreement  Collateral referred to therein and, when (i) financing statements and other filings in appropriate  form are filed in the offices specified on Schedule 7 to the relevant Perfection Certificate as in  effect on the Closing Date and (ii) upon the taking of possession or control by the Collateral Agent  of the Security Agreement Collateral with respect to which a security interest may be perfected  only by possession or control (which possession or control shall be given to the Collateral Agent  to the extent possession or control by the Collateral Agent is required by each Security Agreement),  the Liens created by such Security Agreement shall constitute valid, perfected First Priority Liens  on, and security interests in, all right, title and interest of the grantors thereunder in the Security  Agreement Collateral (other than such Security Agreement Collateral in which a security interest  cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction), in  each case subject to no Liens other than Permitted Liens.         (b)   Canadian  Security  Agreement.   Subject  to Section  5.15,  each  of  the  Canadian  Security Agreements is effective to create in favor of the Collateral Agent for the benefit of the  Secured  Parties,  legal,  valid  and  enforceable  Liens  on,  and  security  interests  in,  the  Security  Agreement Collateral referred to therein and, when PPSA financing statements and other filings  in  appropriate  form  are  filed  in  the  offices  specified  on Schedule 7 to  the  relevant  Perfection  Certificate  as  in  effect  on  the  Closing  Date,  the Liens  created  by  such  Canadian  Security                                        169  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Agreement shall constitute valid, perfected First Priority Liens on, and security interests in, all  right, title and interest of the grantors thereunder in the Security Agreement Collateral referred to  therein  (other  than  such  Security  Agreement  Collateral  in  which  a  security  interest  cannot  be  perfected under the PPSA as in effect at the relevant time in the relevant jurisdiction), in each case  subject to no Liens other than Permitted Liens.         (c)   U.K.  Security  Agreement.   Subject  to Section  5.15,  each  of  the  U.K.  Security  Agreements is effective to create in favor of the Collateral Agent for the benefit of the Secured  Parties, legal, valid and enforceable Liens on, and security interests in, the Security Agreement  Collateral referred to therein and, upon the registration specified on Schedule 7 to the relevant  Perfection Certificate as in effect on the Closing Date, the Liens created by such U.K. Security  Agreement shall constitute valid, perfected First Priority Liens on, and security interests in, all  right, title and interest of the grantors thereunder in the Security Agreement Collateral referred to  therein  (other  than  such  Security  Agreement  Collateral  in  which  a  security  interest  cannot  be  perfected under applicable law as in effect at the relevant time in the relevant jurisdiction), in each  case subject to no Liens other than Permitted Liens.         (d)   Swiss Security Agreement.  Subject to Section 5.15, each of the Swiss Security  Agreements is effective to create in favor of the Collateral Agent for the benefit of the Secured  Parties  (or in  the case of accessory  security, in  favor of the Secured Parties), legal,  valid  and  enforceable  Liens  on,  and  security  interests  in,  the  Security  Agreement  Collateral  referred  to  therein and, upon the registrations, recordings and other actions specified on Schedule 7 to the  relevant Perfection Certificate as in effect on the Closing Date, the Liens created by such Swiss  Security Agreement shall constitute valid, perfected First Priority Liens on, and security interests  in,  all  right,  title  and  interest  of  the  grantors  thereunder  in  the  Security  Agreement  Collateral  referred to therein (other than such Security Agreement Collateral in which a security interest  cannot  be  perfected  under  applicable  law  as  in  effect  at  the  relevant  time  in  the  relevant  jurisdiction), in each case subject to no Liens other than Permitted Liens.         (e)   German Security Agreement.  Subject to Section 5.15, each of the German Security  Agreements is effective to create in favor of the Collateral Agent for the benefit of the Secured  Parties,  or  in  the  case  of  accessory  security,  in  favor  of  the  Secured  Parties,  legal,  valid  and  enforceable  Liens  on,  and  security  interests  in,  the  Security  Agreement  Collateral  referred to  therein and, upon the registrations, recordings and other actions specified on Schedule 7 to the  relevant Perfection Certificate as in effect on the Closing Date, the Liens created by such German  Security Agreement shall constitute valid, perfected First Priority Liens on, and security interests  in,  all  right,  title  and  interest  of  the  grantors  thereunder  in  the  Security  Agreement  Collateral  referred to therein (other than such Security Agreement Collateral in which a security interest  cannot  be  perfected  under  applicable  law  as  in  effect  at  the  relevant  time  in  the  relevant  jurisdiction), in each case subject to no Liens other than Permitted Liens.         (f)   Irish  Security  Agreement.   Subject  to Section  5.15,  each  of  the  Irish  Security  Agreements is effective to create in favor of the Collateral Agent for the benefit of and as trustee  for the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Security                                        170  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Agreement Collateral referred to therein and, upon the registrations, recordings and other actions  specified on Schedule 7 to the relevant Perfection Certificate as in effect on the Closing Date, the  Liens created by such Irish Security Agreement shall constitute valid, perfected First Priority Liens  on, and security interests in, all right, title and interest of the grantors thereunder in the Security  Agreement Collateral referred to therein (other than such Security Agreement Collateral in which  a security interest cannot be perfected under applicable law as in effect at the relevant time in the  relevant jurisdiction), in each case subject to no Liens other than Permitted Liens.         (g)   Brazilian  Security  Agreement.   Subject  to Section  5.15,  each  of  the  Brazilian  Security Agreements is effective to create in favor of the Collateral Agent for the benefit of the  Secured  Parties,  legal,  valid  and  enforceable  Liens  on,  and  security  interests  in,  the  Security  Agreement Collateral referred to therein and, upon the registrations, recordings and other actions  specified on Schedule 7 to the relevant Perfection Certificate as in effect on the Closing Date, the  Liens created by each of such Brazilian Security Agreements shall constitute valid, perfected First  Priority Liens on, and security interests in, all right, title and interest of the grantors thereunder in  the  Security  Agreement  Collateral  referred  to  therein  (other  than  such  Security  Agreement  Collateral in which a security interest cannot be perfected under applicable law as in effect at the  relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted  Liens.         (h)   Dubai Security Agreement.  Subject to Section 5.15, each of the Dubai Security  Agreements is effective to create in favor of the Collateral Agent for the benefit of the Secured  Parties, legal, valid and enforceable Liens on, and security interests in, the Security Agreement  Collateral referred to therein and, upon the registrations, recordings and other actions specified on  Schedule 7 to the relevant Perfection Certificate as in effect on the Closing Date, the Liens created  by such Dubai Security Agreement shall constitute valid, perfected First Priority Liens on, and  security interests in, all right, title and interest of the grantors thereunder in the Security Agreement  Collateral referred to therein (other than such Security Agreement Collateral in which a security  interest cannot be perfected under applicable law as in effect at the relevant time in the relevant  jurisdiction), in each case subject to no Liens other than Permitted Liens.         (i)   Dutch Security Agreement.  Subject to Section 5.15, each of the Dutch Security  Agreements is effective to create in favor of the Collateral Agent for its benefit (as creditor under  the Parallel Debt provision set forth in Section 11.36) and for the benefit of the Secured Parties,  legal, valid and enforceable Liens on, and security interests in, the Security Agreement Collateral  referred to therein and, upon the registrations, recordings and other actions specified on Schedule 7  to the relevant Perfection Certificate as in effect on the date such Person becomes a Loan Party,  the Liens created by such Dutch Security Agreement shall constitute valid, perfected First Priority  Liens on, and security interests in, all right, title and interest of the grantors thereunder in the  Security Agreement Collateral referred to therein (other than such Security Agreement Collateral  in which a security interest cannot be perfected under applicable law as in effect at the relevant  time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens.                                         171  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (j)   Other  Security  Agreements.  Subject  to Section  5.15,  each  of  the  Security  Agreements (other than the Security Agreements described in the other provisions of this Section  3.20) is effective to create in favor of the Collateral Agent (or equivalent agent in such jurisdiction)  for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests  in, the Security Agreement Collateral referred to therein and, upon the registrations, recordings  and other actions specified on Schedule 7 to the relevant Perfection Certificate, the Liens created  by such Security Agreement shall constitute valid, perfected First Priority Liens on, and security  interests  in,  all  right,  title  and  interest  of  the  grantors  thereunder  in  the  Security  Agreement  Collateral referred to therein (other than such Security Agreement Collateral in which a security  interest cannot be perfected under applicable law as in effect at the relevant time in the relevant  jurisdiction), in each case subject to no Liens other than Permitted Liens.         (k)   French Security Agreement.  Subject to Section 5.15, each of the French Security  Agreements is effective to create in favor of the French Collateral Agent for its benefit (as creditor  under the Parallel Debt provision set forth in Section 11.24) and for the benefit of the Secured  Parties, legal, valid and enforceable Liens on, and security interests in, the Security Agreement  Collateral referred to therein and, upon the registrations, recordings and other actions specified on  Schedule 7 to the relevant Perfection Certificate as in effect on the Closing Date, the Liens created  by such French Security Agreement shall constitute valid, perfected First Priority Liens on, and  security interests in, all right, title and interest of the grantors thereunder in the Security Agreement  Collateral referred to therein (other than such Security Agreement Collateral in which a security  interest cannot be perfected under applicable law as in effect at the relevant time in the relevant  jurisdiction), in each case subject to no Liens other than Permitted Liens.         (l)   Belgian Security Agreement. Subject to Section 5.15, each of the Belgian Security  Agreements is effective to create in favor of the Collateral Agent for the benefit of the Secured  Parties, legal, valid and enforceable Liens on, and security interests in, the Security Agreement  Collateral referred to therein and, upon the registrations, recordings and other actions specified on  Schedule 7 to the relevant Perfection Certificate as in effect on the date such Person becomes a  Loan Party, the Liens created by such Belgian Security Agreement shall constitute valid, perfected  First  Priority  Liens  on,  and  security  interests  in,  all  right,  title  and  interest  of  the  grantors  thereunder  in  the  Security  Agreement  Collateral  referred  to  therein  (other  than  such  Security  Agreement Collateral in which a security interest cannot be perfected under applicable law as in  effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than  Permitted Liens.         (m)   Intellectual Property Filings.  When the (i) financing statements and other filings in  appropriate form referred to on Schedule 7 to the relevant Perfection Certificate have been made,  and (ii) U.S. Security Agreement or a short form thereof is filed in the United States Patent and  Trademark Office and the United States  Copyright  Office, the  Liens  created by such Security  Agreement shall constitute valid, perfected First Priority Liens on, and security interests in, all  right, title and interest of the grantors thereunder in Patents and Trademarks (each as defined in  such Security Agreement) that are registered or applied for by any Loan Party with the United  States  Patent  and Trademark  Office  or  Copyrights  (as  defined  in  such  Security  Agreement)                                        172  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  registered or applied for by any Loan Party with the United States Copyright Office, as the case  may be, in each case subject to no Liens other than Permitted Liens.         (n)   Mortgages.  Subject to Section 5.15, each Mortgage (other than a Mortgage granted  by a U.K. Guarantor) is effective to create, in favor of the Collateral Agent, for its benefit and the  benefit of the Secured Parties, legal, valid, perfected and enforceable First Priority Liens on, and  security  interests  in,  all  of  the  Loan  Parties’  right,  title  and  interest  in  and  to  the  Mortgaged  Properties thereunder and the proceeds thereof, subject only to Permitted Liens, and when such  Mortgages  are  filed  in  the  offices  specified  on Schedule 8(a) to  the  applicable  Perfection  Certificates dated the Closing Date (or, in the case of any Mortgage executed and delivered after  the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage  is  filed  in  the  offices  specified  in  the  local  counsel  opinion  delivered  with  respect  thereto  in  accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute First  Priority fully perfected Liens on, and security interests in, all right, title and interest of the Loan  Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in  right to any other person, other than Permitted Liens.         Subject to Section 5.15, the Mortgages granted by each applicable U.K. Guarantor under  the relevant U.K. Security Agreement are effective to create in favor of the Collateral Agent, for  the ratable benefit of the Secured Parties, legal, valid and enforceable Liens on all of each such  Loan Party’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds  thereof, and when the Mortgages are filed with the Land Registry, the Mortgages shall constitute  fully perfected First Priority Liens on, and security interest in, all right, title and interest of each  applicable U.K. Guarantor in such Mortgaged Property and the proceeds thereof, in each case prior  and superior in right to any other Person, other than with respect to the rights of Persons pursuant  to Permitted Liens until terminated in accordance with the terms hereof.         (o)   Valid Liens.  Each Security Document delivered pursuant to Sections 5.11, 5.12  and 5.16 will, upon execution and delivery thereof, be effective to create in favor of the Collateral  Agent, for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security  interests in, all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and  (i) when all appropriate filings, registrations or recordings and other actions set forth in the relevant  Perfection Certificate are made in the appropriate offices as may be required under applicable law  and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with  respect  to  which  a  security  interest  may  be  perfected  only  by  possession  or  control  (which  possession or control shall be given to the Collateral Agent to the extent required by any Security  Document), such Security Document will constitute First Priority fully perfected Liens on, and  security interests in, all right, title and interest of the Loan Parties in such Collateral, in each case  subject to no Liens other than the applicable Permitted Liens.         (p)   German Receivables Purchase Agreement.  As of the Closing Date, (i) the German  Receivables Purchase Agreement is in full force and effect, (ii) each representation and warranty  under the Receivables Purchase Agreement of each Loan Party party thereto is true and correct in                                         173  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  all material respects on and as of the date made thereunder and (iii) no “Termination Event” (as  defined therein) has occurred under the Receivables Purchase Agreement.   Section 3.21 Material Indebtedness Documents.  Schedule 3.21 lists, as of the Effective Date  and the Closing Date, (i) each material Senior Note Document, (ii) each material Revolving Credit  Loan Document, and (iii) each material agreement, certificate, instrument, letter or other document  evidencing  any  other  Material  Indebtedness  other  than,  prior  to  the  consummation  of  the  Transactions that occur on the Closing Date, the Existing Credit Agreement, and the Lenders have  been furnished true and complete copies of each of the foregoing.   Section 3.22 Anti-Terrorism Law; Sanctions and Anti-Corruption Law.  No Loan Party or  any  of  its  Subsidiaries,  or  to  the  knowledge  of  any  Loan  Party,  any director,  officer,  agent,  employee, or other person acting on behalf of any Loan Party, is in violation of any Requirement  of  Law  relating  to  terrorism  or  money  laundering,  including  Executive  Order  No. 13224  on  Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Uniting and  Strengthening  America  by  Providing  Appropriate  Tools  Required  to  Intercept  and  Obstruct  Terrorism Act of 2001, Public Law 107-56, Part II.1 of the Criminal Code, R.S.C. 1985, c. C-46,  as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act, S.C. 2000,  c.17, as amended, regulations promulgated pursuant to the Special Economic Measures Act, S.C.  1992 c. 17 and the United Nations Act, R.S.C. 1985 c. U-2, in each case, as amended (collectively,  the “Anti-Terrorism Laws”).               No Loan Party or any of its Subsidiaries, and to the knowledge of the Loan Parties,  any director, officer, agent, employee, or other person acting on behalf of any Loan Party, and no  broker or other agent of any Loan Party acting or benefiting in any capacity in connection with the  Loans is any of the following:                               (i)     a person that is listed in the annex to, or is otherwise                  subject to the provisions of, the Executive Order;                               (ii)    a person owned or controlled by, or acting for or on                  behalf of, any person that is listed in the annex to, or is otherwise subject to                  the provisions of, the Executive Order;                               (iii)   a person with which any Lender is prohibited from                  dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;                               (iv)    a  person  that  commits,  threatens  or  conspires  to                  commit or supports “terrorism” as defined in the Executive Order; or                               (v)     a  person  that  is  named  as  a  “specially  designated                  national and blocked person” on the most current list published by the U.S.                  Treasury  Department  Office  of  Foreign  Assets  Control  (“OFAC”)  at  its                                        174  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                  official  website  or  any  replacement  website  or  other  replacement  official                  publication of such list.               No Loan Party and, to the knowledge of the Loan Parties, no broker or other agent  of any Loan Party acting in any capacity in connection with the Loans (w) conducts any business  or engages in making or receiving any contribution of funds, goods or services to or for the benefit  of any person described in clauses (i) through (v) above in a manner violative of the Executive  Order, any applicable Sanctions or Anti-Terrorism Law, (x) deals in, or otherwise engages in any  transaction relating to, any property or interests in property blocked pursuant to the Executive  Order or Anti-Terrorism Laws, (y) engages in or conspires to engage in any transaction that evades  or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions  set forth in any Anti-Terrorism Law or (z) is in violation of any applicable Anti-Terrorism Laws.          Neither the advance of the Loans nor the use of the proceeds of any thereof will violate the  Trading With the Enemy  Act  (50 U.S.C. § 1 et seq., as  amended, and any executive order or  requirement of applicable law promulgated thereunder) (the “Trading With the Enemy Act”) or  any of the foreign assets control regulations of the United States Treasury Department (31 CFR,  Subtitle B, Chapter V, as amended) (the “Foreign Assets Control Regulations”) or any enabling  legislation or executive order relating thereto (which for the avoidance of doubt shall include, but  shall not be limited to (a) the Executive Order and (b) the Patriot Act) or any other applicable  Sanctions.  Furthermore,  none of the  Loan Parties  or their Subsidiaries  (including  Unrestricted  Subsidiaries)  and,  to  the  Loan  Parties’  knowledge,  their  and  their  Subsidiaries’  respective  directors,  officers,  employees,  Affiliates  or  agents  (in  the  case  of  agents,  that  will  act  in  any  capacity in connection with or benefit  from this Agreement) (a) is or will become a “blocked  person” as described in the Executive Order, the Trading With the Enemy Act or the Foreign  Assets Control Regulations or (b) engages or will engage in any dealings or transactions, or be  otherwise associated, with any such “blocked person” or with any Sanctioned Person, in each case,  in any manner violative of any applicable Sanctions or Anti-Terrorism Law or (c) is a Sanctioned  Person. Each Loan Party is in compliance, in all material respects, with the Patriot Act.  Each Loan  Party, its Subsidiaries and their respective officers and employees and to the knowledge of such  Loan Party its directors and agents, are in compliance with Anti-Corruption Laws and applicable  Sanctions  in  all  material  respects  and  are  not  knowingly  engaged  in  any  activity  that  would  reasonably be expected to result in Holdings (or, on and after the Specified AV Minerals Joinder  Date, AV Minerals) or any of its Subsidiaries being designated as a Sanctioned Person. No part of  the proceeds of the Loans will be used by the Loan Parties, directly or indirectly, for any payments  to any governmental official or employee, political party, official of a political party, candidate for  political office, or anyone else acting in an official capacity, in order to obtain, retain or direct  business  or  obtain  any  improper  advantage,  in  violation  of  the  United  States  Foreign  Corrupt  Practices Act of 1977, as amended, or any law, rule or regulation of any jurisdiction applicable to  Holdings or any of its(or, on and after the Specified AV Minerals Joinder Date, AV Minerals) or  any of its Subsidiaries from time to time concerning or relating to bribery or corruption including  the Corruption of Foreign Public Officials Act (Canada) (collectively, “Anti-Corruption Laws”).   “Sanctioned  Country”  means,  at  any  time,  a  country  or  territory  which  is  itself,  or  whose  government is, the subject or target of any Sanctions.  “Sanctioned Person” means, at any time,  (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the                                        175  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  U.S. Department of State or by the United Nations Security Council, the European Union, Her  Majesty’s  Treasury  of  the  United  Kingdom, any  EU  member  state  or  the  Commonwealth  of  Australia,  (b)  any  Person  operating,  organized  or  resident  in  a  Sanctioned  Country  or  (c)  any  Person owned or controlled by  any such Person or Persons.  “Sanctions” means  economic or  financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a)  the U.S. government, including those administered by OFAC or the U.S. Department of State, or  (b)  the  United  Nations  Security  Council,  the  European  Union,  Her  Majesty’s  Treasury  of  the  United Kingdom or, the Commonwealth of Australia or Singapore.         The Designated Company has implemented and maintains in effect policies and procedures  designed to ensure compliance by the Designated Company, its Subsidiaries and their respective  directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.   Section 3.23 Location of Material Inventory and Equipment.  Schedule 3.24 sets forth as of  the Effective Date all locations where the aggregate value of Inventory and Equipment (other than  mobile Equipment or Inventory in transit) owned by the Loan Parties at each such location exceeds  $1,000,000.   Section 3.24 Senior Notes; Material Indebtedness.  The Obligations constitute “Senior Debt”  or “Designated Senior Indebtedness” (or any other defined term having a similar purpose) within  the meaning of the Senior Note Documents (and any Permitted Refinancings thereof permitted  under Section 6.01 other than refinancings with Incremental Term Loans).  The Commitments and  the Loans and other extensions of credit under the Loan Documents constitute “Credit Facilities”  (or any other defined term having a similar purpose) or liabilities payable under the documentation  related to “Credit Facilities” (or any other defined term having a similar purpose), in each case,  within  the  meaning  of  the  Senior  Note  Documents  (and  any  Permitted  Refinancings  thereof  permitted  under Section  6.01 other  than  refinancings  with  Incremental  Term  Loans).   The  consummation of each of (i) the Transactions, (ii) each incurrence of Indebtedness hereunder and  (iii) the granting of the Liens provided for under the Security Documents to secure the Secured  Obligations is permitted under, and, in each case, does not require any consent or approval under,  the  terms  of  (A)  the  Senior  Note  Documents  (and  any  Permitted  Refinancings  thereof),  the  Revolving Credit Loan Documents (and any Permitted Revolving Credit Facility Refinancings  thereof) or any other Material Indebtedness or (B) any other material agreement or instrument  binding upon any Company or any of its property except, in the case of this clause (B), as could  not reasonably be expected to result in a Material Adverse Effect.   Section 3.25 Centre of Main Interests and Establishments.  For the purposes of The Council  of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the “Regulation”)  (or, after June 26, 2017, Regulation (EU) 2015/848 of the European Parliament and of the Council  of May 20, 2015 on insolvency proceedings (recast) (the “New Regulation”)), (i) the centre of  main interest (as that term is used in Article 3(1) of the Regulation) of each U.K. Guarantor is  situated in England and Wales, (ii) the centre of main interest of Irish Guarantor is situated in  Ireland or Germany, and it has no “establishment” (as that term is used in Article 2(h) of the  Regulation or Article 2(10) of the New Regulation, as applicable) in any jurisdiction other than  Ireland  or  Germany,  (iii)  the  centre  of  main  interest  of  each  Swiss  Guarantor  is  situated  in  Switzerland, and in each case each has no “establishment” (as that term is used in Article 2(h) of                                        176  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  the Regulation or Article 2(10) of the New Regulation, as applicable) in any other jurisdiction, (iv)  the centre of main interest of German Seller is situated in Germany, (v) the centre of main interest  of  each  Dutch  Guarantor  is  situated  in  the  Netherlands, and  in  each  case  each  has  no  “establishment” (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction,  (vi) the centre of main interest of each French Guarantor is situated in France, and in each case  each has no “establishment” (as that term is used in Article 2(h) of the Regulation or Article 2(10)  of the New Regulation, as applicable) in any other jurisdiction, (vii) the centre of main interest of  each Belgian Guarantor is situated in Belgium, and in each case each has no “establishment” (as  such term is used in Article 2(h) of the regulation) in any other jurisdiction, and (viii) other than  as provided in paragraph (ii) above, no Guarantor (to the extent such Guarantor is subject to the  Regulation)  shall  have  a  centre  of  main  interest  other  than  as  situated  in  its  jurisdiction  of  incorporation.   Section 3.26 Holding  and  Dormant  Companies.   Except  as  may  arise  under  the  Loan  Documents,  the  Revolving  Credit  Loan  Documents,  any  Third  Lien  Credit  Agreement,  any  Permitted Holdings Indebtedness, (in the case of Novelis Europe Holdings Limited) the Senior  Notes, any Permitted First Priority Refinancing Debt, any Permitted Second Priority Refinancing  Debt,  any  Permitted  Unsecured  Refinancing  Debt,  the  Permitted  Short  Term  Indebtedness,  or  Indebtedness incurred pursuant to Section 6.01(l) or (u), neither Holdings (nor, on and after the  Specified AV Minerals Joinder Date, AV Minerals) nor Novelis Europe Holdings Limited trades  or has any liabilities or commitments (actual or contingent, present or future) other than liabilities  attributable or incidental to acting as a holding company of shares in the Equity Interests of its  Subsidiaries.   Section 3.27 Excluded Collateral Subsidiaries.  The Excluded Collateral Subsidiaries as of the  Effective Date are listed on Schedule 1.01(c).     Section 3.28 EEA Financial Institutions.  No Loan Party is an EEA Financial Institution.   Section 3.29 Federal Power Act; Etc.  No Loan Party nor any of its Subsidiaries is subject to  regulation under the Federal Power Act, the Interstate Commerce Act or, to the knowledge of such  Loan Party, under any other federal or state statute or regulation, in each case, to the extent such  regulation would prohibit it from incurring the Obligations or which would otherwise render all or  any of the Obligations unenforceable.   Section 3.30 Beneficial  Ownership  Certification.   As  of  the  Second  Amendment  Effective  Date, the information included in the Beneficial Ownership Certification, if applicable, is true and  correct in all respects.   Section 3.31 No Fiscal Unity. No Company is a member of a fiscal unity for VAT, corporate  income tax or any other tax purposes, except for a fiscal unity for VAT or corporate income tax  purposes consisting solely of Loan Parties.                                         177  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                                   ARTICLE IV                                                               CONDITIONS TO CREDIT EXTENSIONS   Section 4.01 Conditions to the Effective Date.  The effectiveness of this Agreement shall be  subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this  Section 4.01.         (a)   Credit  Agreement; Certain  Foreign  Guarantees.  The  Administrative  Agent  shall  have received executed counterparts of (i) this Agreement, properly executed by an authorized  signatory of each applicable signing Loan Party, and (ii) Foreign Guarantees from the Loan Parties  organized under the laws of Canada, France, Switzerland, and the Dubai International Financial  Centre, properly executed by an authorized signatory of each such signing Loan Party, in the case  of clauses (i) and (ii), in form and substance reasonably satisfactory to the Administrative Agent  and each of the Lenders.         (b)   Initial  Borrowing  Request.  The  Administrative  Agent  shall  have  received  a  Borrowing Request as required by Section 2.03.         (c)   Corporate Documents.  The Administrative Agent shall have received:                               (i)     a  certificate  of  the  secretary,  assistant  secretary  or                  managing director (where applicable) of each Loan Party dated the Effective                  Date, certifying (A) that attached thereto is a true and complete copy of each                  Organizational  Document  (or  its  equivalent including  the  constitutional                  documents)  of  such  Loan  Party  certified  (to  the  extent  customary  in  the                  applicable  jurisdiction)  as  of  a  recent  date  by  the  Secretary  of  State  (or                  equivalent Governmental Authority) of the jurisdiction of its organization,                  (B) that  attached  thereto  is  a  true  and  complete  copy  of  resolutions  duly                  adopted by the Board of Directors and/or shareholders, as applicable, of such                  Loan Party authorizing the execution, delivery and performance of the Loan                  Documents to which such person is a party and, in the case of the Borrower,                  the borrowings hereunder, and that such resolutions, or any other document                  attached thereto, have not been modified, rescinded, amended or superseded                  and  are  in  full  force  and  effect,  (C) as  to  the  incumbency  and specimen                  signature  of  each  officer  executing  any  Loan  Document  or  any  other                  document  delivered  in  connection  herewith  on  behalf  of  such  Loan  Party                  (together  with  a  certificate  of  another  officer  as  to  the  incumbency  and                  specimen signature of the secretary, assistant secretary or managing director                  executing  the  certificate  in  this  clause (i)  (to  the  extent  customary  in  the                  applicable jurisdiction), and other customary evidence of incumbency) and                  (D) that the borrowing, guarantee, or granting of Liens with respect to the                  Loans  or  any  of  the  other  Secured  Obligations  would  not  cause  any                                         178  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                  borrowing, guarantee, security or similar limit binding on such Loan Party to                  be exceeded;                               (ii)    a  certificate  as  to  the  good  standing  (where                  applicable,  or  such  other  customary functionally  equivalent  certificates  or                  abstracts) of each Loan Party (in so-called “long-form” if available) as of a                  recent date, from such Secretary of State (or other applicable Governmental                  Authority);                               (iii)   evidence  that  the  records  of  the  applicable Loan                  Parties  at  the  United Kingdom  Companies  House and  each other relevant                  registrar  of  companies  (or  equivalent  Governmental  Authority)  in  the                  respective  jurisdictions  of  organization  of  the  Loan  Parties  are  accurate,                  complete and up to date and that the latest relevant accounts have been duly                  filed, where applicable;                               (iv)    a copy of the constitutional documents of any Person                  incorporated  in  Ireland  whose  shares  are  (or,  pursuant  to Section 4.02 or                  Section 5.15,  will  be)  subject  to  security  under  any  Security  Document,                  together with any resolutions of the shareholders of such Person adopting                  such changes to the constitutional documents of that Person to remove any                  restriction on any transfer of shares or partnership interests (or equivalent) in                  such Person pursuant to any enforcement of any such Security Document;                               (v)     [intentionally omitted];                               (vi)    a written resolution of the shareholders of each Irish                  Guarantor authorising and approving the terms of, and the performance by                  each  such  Irish  Guarantor  of  its  obligations  under,  each  of  the  Loan                  Documents to which each such Irish Guarantor is to be a party;                               (vii)   up-to  date  certified  copy  of  the  constitutional                  documents   (e.g.,  for  a  German  GmbH:  Handelsregisterauszug,                  Gesellschaftsvertrag, Gesellschafterliste) for each German Guarantor; and                               (viii)  such  other  documents  as  the  Lenders  or  the                  Administrative Agent may reasonably request.         (d)   Officers’ Certificate.  The Administrative Agent shall have received a certificate,  dated  the  Effective  Date  and  signed  by  an  authorized  signatory  of  the  Borrower,  certifying  (i) compliance with the conditions precedent set forth in this Section 4.01 and Section 4.03(b) and                                        179  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  (c), (ii) that no Default has occurred and is continuing and (iii) that each of the representations and  warranties  made  by  any  Loan  Party  set  forth  in ARTICLE  III hereof  or  in  any  other  Loan  Document were true and correct in all material respects on and as of the Effective Date, except to  the extent such representations and warranties expressly related to an earlier date, in which case  such representation and warranty shall have been true and correct in all material respects as of such  earlier date.         (e)   Financial Statements; Pro Forma Balance Sheet; Projections.  The Administrative  Agent shall have received the financial statements described in Section 3.04(a) and for any prior  fiscal  years  or  fiscal  quarters  requested  by  the  Mandated  Lead  Arrangers,  and  the pro  forma  capitalization  table  described  in Section  3.04(c),  together  with  forecasts  of  the  financial  performance of the Companies described in Section 3.04(d).         (f)   Opinions of Counsel.  The Administrative Agent shall have received, on behalf of  itself, the Mandated Lead Arrangers and the Lenders, (i) a favorable written opinion of Torys LLP,  special counsel for the Loan Parties, and (ii) a favorable written opinion of each local and foreign  counsel of the Loan Parties from each jurisdiction in which a Loan Party is organized, in each case  (A) dated the Effective Date, (B) addressed to the Agents and the Lenders and (C) covering such  matters relating to the Loan Documents delivered on the Effective Date as the Administrative  Agent  shall  reasonably  request,  including,  but  not  limited  to,  capacity  of  each  Loan  Party  to  execute, deliver and perform its obligations under each such Loan Document to which it is a party  and enforceability of each such Loan Document.         (g)   Solvency Certificate.  The Administrative Agent shall have received a solvency  certificate in the form of Exhibit O (or in such other form as is satisfactory to the Administrative  Agent to reflect applicable legal requirements), dated the Effective Date and signed by a senior  Financial Officer of each Loan Party or of the Borrower.         (h)   Requirements of Law.  The Administrative Agent shall be satisfied that Holdings,  the Borrower and its Subsidiaries shall be in full compliance with all material Requirements of  Law, including Regulations T, U and X of the Board, and shall have received satisfactory evidence  of such compliance reasonably requested by them.         (i)   Consents.  All approvals of Governmental Authorities and third parties necessary  to enter into this Agreement shall have been obtained and shall be in full force and effect.          (j)   Litigation.  There shall be no governmental or judicial action, actual or threatened,  that has or would have, singly or in the aggregate, a reasonable likelihood of restraining, preventing  or imposing burdensome conditions on the Transactions.                                         180  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (k)   USA Patriot Act.  The Lenders shall have received, at least 5 Business Days prior  to the Closing Date, all documentation and other information that may be required by the Lenders  in order to enable compliance with applicable “know your customer” and anti-money laundering  rules and regulations, including the Patriot Act and the information described in Section 11.13, in  each case to the extent requested thereby at least 10 Business Days prior to the Closing Date.         (l)   Process  Agent.   The  Administrative  Agent  and  the  Collateral  Agent  shall  have  received evidence of the acceptance by the Process Agent of its appointment as such by the Loan  Parties.      Section 4.02 Conditions to Initial Credit Extension on the Closing Date. The obligation of  each Lender to fund the initial Credit Extension requested to be made by it under this Agreement  on the Closing Date shall be subject to the prior or concurrent satisfaction of each of the conditions  precedent set forth in this Section 4.02.         (a)   The Agreement Termination Date shall not have occurred.         (b)   Loan  Documents.  The  Administrative  Agent  shall  have  received  executed  counterparts  of  each  of  the  following,  properly  executed  by  an  authorized  signatory  of  each  applicable  signing  Loan  Party,  each  in  form  and  substance  reasonably  satisfactory  to  the  Administrative Agent and each of the Lenders:                               (i)     Each  Foreign Guarantee  (other  than  the  Foreign                  Guarantees delivered on the Effective Date);                               (ii)    an  Additional  Secured  Debt  (as  defined  in  the                  Intercreditor Agreement) designation certificate;                               (iii)   the  Contribution,  Intercompany,  Contracting  and                  Offset Agreement;                               (iv)    the Subordination Agreement;                               (v)     a Note executed by the  Borrower in  favor of each                  Lender that has requested a Note prior to the Closing Date;                                          181  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                              (vi)    each  U.S.  Security  Agreement,  each  Canadian                  Security  Agreement,  each  U.K.  Security  Agreement,  each  Swiss  Security                  Agreement,  each  German  Security  Agreement,  each  Irish  Security                  Agreement,  each  Brazilian  Security  Agreement,  each  Dubai  Security                  Agreement,  each  French  Security  Agreement,  and  each  other  Security                  Document  reasonably  requested  by  the  Administrative  Agent  prior  to  the                  Closing Date;                                (vii)   the Perfection Certificates; and                               (viii)  such amendments to, amendments and restatements                  of, or confirmations or reaffirmations of, or supplements to, existing Security                  Documents  or  other  Loan  Documents,  and  such  additional  Security                  Document, Loan Documents or other filings or actions, in each case as the                  Administrative Agent or the Collateral Agent may require in connection with                  the Transactions.         (c)   Corporate Documents.  The Administrative Agent shall have received:                               (i)     a  certificate  of  the  secretary,  assistant  secretary  or                  managing director (where applicable) of each Loan Party dated the Closing                  Date, certifying (A) that attached thereto is a true and complete copy of each                  Organizational  Document  (or  its  equivalent  including  the  constitutional                  documents)  of  such  Loan  Party  certified  (to  the  extent  customary  in  the                  applicable  jurisdiction)  as  of  a  recent  date  by  the  Secretary  of  State  (or                  equivalent Governmental Authority) of the jurisdiction of its organization,                  (B) that  attached  thereto  is  a  true  and  complete  copy  of  resolutions  duly                  adopted by the Board of Directors and/or shareholders, as applicable, of such                  Loan Party authorizing the execution, delivery and performance of the Loan                  Documents to which such person is a party and, in the case of the Borrower,                  the borrowings hereunder, and that such resolutions, or any other document                  attached thereto, have not been modified, rescinded, amended or superseded                  and  are  in  full  force  and  effect,  (C) as  to  the  incumbency  and  specimen                  signature  of  each  officer  executing  any  Loan  Document  or  any  other                  document  delivered  in  connection  herewith  on  behalf  of  such  Loan  Party                  (together  with  a  certificate  of  another  officer  as  to  the  incumbency  and                  specimen signature of the secretary, assistant secretary or managing director                  executing  the  certificate  in  this  clause (i)  (to  the  extent  customary  in  the                  applicable jurisdiction), and other customary evidence of incumbency) and                  (D) that the borrowing, guarantee, or granting of Liens with respect to the                  Loans  or  any  of  the  other  Secured  Obligations  would  not  cause  any                  borrowing, guarantee, security or similar limit binding on any Loan Party to                  be exceeded;                                         182  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                              (ii)    a  certificate  as  to  the  good  standing  (where                  applicable,  or  such  other  customary  functionally  equivalent  certificates  or                  abstracts) of each Loan Party (in so-called “long-form” if available) as of a                  recent date, from such Secretary of State (or other applicable Governmental                  Authority);                               (iii)   evidence  that  the  records  of  the  applicable  Loan                  Parties  at  the  United Kingdom  Companies  House and  each other relevant                  registrar  of  companies  (or  equivalent  Governmental  Authority)  in  the                  respective  jurisdictions  of  organization  of  the  Loan  Parties  are  accurate,                  complete and up to date and that the latest relevant accounts have been duly                  filed, where applicable;                               (iv)    a copy of the constitutional documents of any Person                  incorporated in Ireland whose shares are (or, pursuant to Section 5.15, will                  be)  subject  to  security  under  any  Security  Document,  together  with  any                  resolutions of the shareholders of such Person adopting such changes to the                  constitutional  documents  of  that  Person  to  remove  any  restriction  on  any                  transfer  of  shares  or  partnership  interests  (or  equivalent)  in  such  Person                  pursuant to any enforcement of any such Security Document;                               (v)     a written authorization from each Irish Guarantor and                  each  Relevant  External  Company,  authorizing  each  solicitor  in  McCann                  FitzGerald to sign all required security related registration forms required to                  be delivered to the Companies Registration Office of Ireland in connection                  with all or any of the Security Documents;                               (vi)    a written resolution of the shareholders of each Irish                  Guarantor authorising and approving the terms of, and the performance by                  each  such  Irish Guarantor  of  its  obligations  under,  each  of  the  Loan                  Documents to which each such Irish Guarantor is to be a party;                               (vii)   up-to  date  certified  copy  of  the  constitutional                  documents   (e.g.,  for  a  German  GmbH:  Handelsregisterauszug,                  Gesellschaftsvertrag, Gesellschafterliste) for each German Guarantor; and                               (viii)  such  other  documents  as  the  Lenders  or  the                  Administrative Agent may reasonably request.         (d)   Officers’ Certificate.  The Administrative Agent shall have received a certificate,  dated  the  Closing  Date  and  signed  by  an  authorized  signatory  of  the  Borrower,  certifying                                        183  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  (i) compliance with the conditions precedent set forth in this Section 4.02 and Section 4.03(b) and  (c), (ii) that no Default has occurred and is continuing and (iii) that each of the representations and  warranties  made  by  any  Loan  Party  set  forth  in ARTICLE  III hereof  or  in  any  other  Loan  Document were true and correct in all material respects on and as of the Closing Date, except to  the extent such representations and warranties expressly related to an earlier date, in which case  such representation and warranty shall have been true and correct in all material respects as of such  earlier date.         (e)   Financings  and  Other  Transactions,  etc.  The  Transactions  shall  have  been  consummated or shall be consummated substantially simultaneously on the Closing Date, in each  case  in  all  material  respects  in  accordance  with  the  terms  hereof  and  the  terms  of  the  Loan  Documents,  without  the  waiver  or  amendment  of  any  such  terms  not  approved  by  the  Administrative Agent and the Mandated Lead Arrangers other than any waiver or amendment  thereof that is not materially adverse to the interests of the Lenders.         (f)   Indebtedness and Minority Interests.  After giving effect to the Transactions and  the other transactions contemplated hereby, no Company shall have outstanding any Indebtedness  or preferred stock other than (i) the Loans hereunder, (ii) the Revolving Credit Loans and other  extensions  of  credit  under  the  Revolving  Credit  Agreement,  (iii) the  Senior  Notes,  (iv)  the  Indebtedness listed on Schedule 6.01(b), (v) Indebtedness owed to, and preferred stock held by,  the  Borrower  or  any  Guarantor  to  the  extent  permitted  hereunder  and  (vi)  other  Indebtedness  permitted under Section 6.01.         (g)   Opinions of Counsel.  The Administrative Agent shall have received, on behalf of  itself, the Mandated Lead Arrangers and the Lenders, (i) a favorable written opinion of Torys LLP,  special counsel for the Loan Parties, and (ii) a favorable written opinion of each local and foreign  counsel of the Loan Parties listed on Schedule 4.02(g), in each case (A) dated the Closing Date,  (B) addressed to the Agents and the Lenders and (C) covering such matters relating to the Loan  Documents and the Transactions as the Administrative Agent shall reasonably request, including,  but not limited to, capacity of each Loan Party to execute, deliver and perform its obligations under  each Loan Document to which it is a party and enforceability of each Loan Document.          (h)   Solvency Certificate.  The Administrative Agent shall have received a solvency  certificate in the form of Exhibit O (or in such other form as is satisfactory to the Administrative  Agent to reflect applicable legal requirements), dated the Closing Date and signed by a senior  Financial Officer of each Loan Party or of the Borrower.         (i)   Requirements of Law.  The Administrative Agent shall be satisfied that Holdings,  the Borrower and its Subsidiaries and the Transactions shall be in full compliance with all material  Requirements of Law, including Regulations T, U and X of the Board, and shall have received  satisfactory evidence of such compliance reasonably requested by them.                                         184  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (j)   Consents.  All approvals of Governmental Authorities and third parties necessary  to consummate the Transactions shall have been obtained and shall be in full force and effect.          (k)   Litigation.  There shall be no governmental or judicial action, actual or threatened,  that has or would have, singly or in the aggregate, a reasonable likelihood of restraining, preventing  or imposing burdensome conditions on the Transactions.         (l)   Fees.  The Mandated Lead Arrangers and the Agents shall have received all Fees  and  other  amounts  due  and  payable  on  or  prior  to  the  Closing  Date,  including,  to  the  extent  invoiced,  reimbursement  or  payment  of  all  reasonable  out-of-pocket  expenses  (including  the  reasonable legal fees and expenses of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel  to  the  Agents,  and  the  reasonable  fees  and  expenses  of  any  local  counsel,  foreign  counsel,  appraisers, consultants and other advisors) required to be reimbursed or paid by any Loan Party  hereunder or under any other Loan Document.         (m)   Personal Property Requirements.  The Collateral Agent shall have received:                               (i)     subject to the terms of the Intercreditor Agreement,                  all certificates, agreements or instruments, if any, representing or evidencing                  the Securities Collateral accompanied by instruments of transfer and stock                  powers undated and endorsed in blank;                               (ii)    [intentionally omitted];                               (iii)   [intentionally omitted];                               (iv)    UCC  financing  statements  in  appropriate  form  for                  filing under the UCC, filings with the United States Patent and Trademark                  Office  and  United  States  Copyright  Office,  PPSA  filings,  and  such  other                  documents under applicable Requirements of Law in each jurisdiction as may                  be  necessary  or  appropriate  or,  in  the  opinion  of  the  Collateral  Agent,                  desirable  to  perfect  the  Liens  created,  or  purported  to  be  created,  by  the                  Security Documents;                               (v)     certified  copies  of  UCC,  United  States  Patent  and                  Trademark  Office  and  United  States  Copyright  Office,  PPSA,   tax  and                  judgment  lien  searches,  bankruptcy  and  pending  lawsuit  searches  or                  equivalent  reports  or  searches  (in  jurisdictions  where  such  searches  are                  available), each of a recent date listing all outstanding financing statements,                  lien notices or comparable documents that name any Loan Party as debtor                  and that are filed in those state and county (or other applicable) jurisdictions                                        185  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                  in which any property of any Loan Party (other than Inventory in transit) is                  located and the state and county (or other applicable) jurisdictions in which                  any Loan Party is organized or maintains its principal place of business and                  such other searches that the Collateral Agent deems necessary or appropriate,                  none of which are effective to encumber the Collateral covered or intended                  to be covered by the Security Documents (other than Permitted Liens);                                (vi)    evidence  acceptable  to  the  Collateral  Agent  of                  payment or arrangements for payment by the Loan Parties of all applicable                  recording taxes, fees, charges, costs and expenses required for the recording                  of the Security Documents;                               (vii)   evidence that all Liens (other than Permitted Liens)                  affecting the assets of the Loan Parties have been or will be discharged on or                  before  the  Closing  Date  (or,  in  the  case  of  financing  statement  filings  or                  similar notice of lien filings that do not evidence security interests (other than                  security  interests  that  are  discharged  on  or  before  the  Closing  Date),  that                  arrangements with respect to the release or termination thereof satisfactory to                  the Administrative Agent have been made);                               (viii)  copies  of  all  notices  required  to  be  sent  and  other                  documents required to be executed under the Security Documents;                               (ix)    all  share  certificates,  duly  executed  and  stamped                  stock  transfer  forms  and  other  documents  of  title  required  to  be  provided                  under the Security Documents; and                               (x)     evidence that the records of each U.K. Guarantor at                  the United Kingdom Companies House are accurate, complete and up to date                  and that the latest relevant accounts have been duly filed.         (n)   Lender FATCA Compliance Certifications.  The Administrative Agent shall have  received a U.S. tax withholding certificate (or, alternatively, other evidence satisfactory to the  Administrative  Agent)  confirming  FATCA  compliance  from  each  Lender  pursuant  to  paragraph (v) of Section 2.15(f) (FATCA Information). For the avoidance of doubt, and pursuant  to paragraph (viii) of Section 2.15(f) (FATCA Information), the Administrative Agent may rely  on  such  U.S.  tax  withholding  certificate  or  other  evidence  from  each  Lender  without  further  verification, and the Administrative Agent shall not be liable for any action taken by it in respect  of  such  U.S.  tax  withholding  certificate  or  other  evidence  under  or  in  connection  with  paragraph (v), (vi) or (vii) of Section 2.15(f) (FATCA Information).                                         186  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Notwithstanding the foregoing, to the extent that the execution and delivery of any document or  the completion of any task or action is listed on Schedule 5.15, such item shall not be a condition  precedent and shall instead be subject to Section 5.15.   Section 4.03 Conditions  to Credit Extensions.  The obligation of each  Lender to  make the  initial Credit Extension on the Closing Date, and, except as otherwise provided in the applicable  Refinancing Amendment, Increase Joinder or Aleris Increase Joinder Agreement, the obligation  of  any  Lenders  to  make  the  initial  Credit  Extension  under  any  Incremental  Term  Loan  Commitments or Other Term Loan Commitments, shall be subject to, and to the satisfaction of,  each of the conditions precedent set forth below.         (a)   Notice.  The Administrative Agent shall have received a Borrowing Request as  required by Section 2.03 (or such notice shall have been deemed given in accordance with Section  2.03).         (b)   No Default.  No Default shall exist, or would result from such proposed Credit  Extension or from the application of the proceeds therefrom.         (c)   Representations and Warranties.  Each of the representations and warranties made  by any Loan Party set forth in ARTICLE III hereof or in any other Loan Document (other than  Hedging Agreements) shall be true and correct in all material respects on and as of the date of such  Credit Extension with the same effect as though made on and as of such date, except to the extent  such  representations  and  warranties  expressly  relate  to  an  earlier  date,  in  which  case  such  representation and warranty shall have been true and correct in all material respects as of such  earlier date.         (d)   No Legal Bar.  With respect to each Lender, no order, judgment or decree of any  Governmental Authority shall purport to restrain such Lender from making any Loans to be made  by it.  No injunction or other restraining order shall have been issued, shall be pending or noticed  with  respect  to  any  action,  suit  or  proceeding  seeking  to  enjoin  or  otherwise  prevent  the  consummation  of,  or  to  recover  any  damages  or  obtain  relief  as  a  result  of,  the  transactions  contemplated by this Agreement or the making of Loans hereunder.         Each of the delivery of a Borrowing Request and the acceptance by the applicable Co- Borrower of the proceeds of such Credit Extension shall constitute a representation and warranty  by the applicable Co-Borrower and each other Loan Party that on the date of such Credit Extension  (both immediately before and after giving effect to such Credit Extension and the application of  the proceeds thereof) the conditions contained in Section 4.03(b) through (d) have been satisfied  (which representation and warranty shall be deemed limited to the knowledge of the Loan Parties  in  the  case  of  the  first  sentence  of Section  4.03(d)).   The  Co-Borrowers  shall  provide  such  information as the Administrative Agent may reasonably request to confirm that the conditions in  Section 4.03(b) through (d) have been satisfied.                                         187  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Section 4.04 Conditions to Aleris  Incremental Term Loans. The obligation of each Aleris  Incremental Term Lender to make the Aleris Incremental Term Loans on the Aleris Incremental  Funding Date shall be subject to, and to the satisfaction of, each of the conditions precedent set  forth in Section 5 of the Aleris Increase Joinder Amendment.                                    ARTICLE V                                                                    AFFIRMATIVE COVENANTS         Each Loan Party warrants, covenants and agrees with each Lender that, from and after the  Closing Date, so long as this Agreement shall remain in effect and until the Commitments have  been terminated and the principal of and interest on each Loan, all Fees and all other expenses or  amounts  payable under  any  Loan Document shall have been paid  in  full, unless the Required  Lenders  shall  otherwise  consent  in  writing,  each  Loan  Party  will,  and  will  cause  each  of  its  Restricted Subsidiaries to:   Section 5.01 Financial Statements, Reports, etc.  Furnish to the Administrative Agent (and the  Administrative  Agent  shall  make  available  to  the  Lenders,  on  the  Platform  or  otherwise,  in  accordance with its customary procedures):         (a)   Annual  Reports.   As  soon  as  available  and  in  any  event  within  the  earlier  of  (i) ninety (90) days and (ii) such shorter period as may be required by the Securities and Exchange  Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange  Act), after the end of each fiscal year (and in any case not less than one time in each calendar year),  beginning with the first fiscal year ending after the Closing Date, (i) the consolidated balance sheet  of the Designated Company as of the end of such fiscal year and related consolidated statements  of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such  financial statements  as  of the end of,  and for, the preceding  fiscal  year,  and notes thereto,  all  prepared  in  accordance  with  Regulation  S-X  and  accompanied  by  an  opinion  of  independent  certified  public  accountants  of  recognized  international  standing  (which  opinion  shall  not  be  qualified  as  to  scope  or  contain  any  going  concern  qualification,  paragraph  of  emphasis  or  explanatory statement), stating that such financial statements fairly present, in all material respects,  the  consolidated  financial  condition,  results  of  operations  and  cash  flows  of  the  Designated  Company as of the dates and for the periods specified in accordance with US GAAP, (ii) a narrative  report  and  management’s  discussion  and  analysis,  in  a  form  reasonably  satisfactory  to  the  Administrative  Agent,  of the  financial  condition  and  results  of  operations  of  the  Designated  Company  for  such  fiscal  year,  as  compared  to  amounts  for  the  previous  fiscal  year  (it  being  understood that the information required by clauses (i) and (ii) of this Section 5.01(a) may be  furnished in the form of a Form 10-K (so long as the financial statements, narrative report and  management’s  discussion  therein  comply  with  the  requirements  set  forth  above))  and  (iii)  consolidating balance sheets, statements of income and cash flows of the Designated Company  and its Restricted Subsidiaries separating out the results by region;                                         188  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (b)   Quarterly Reports.   As soon as  available  and in  any  event  within the  earlier of  (i) forty-five  (45)  days  and  (ii)  such  shorter  period  as  may  be  required  by  the Securities  and  Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the  Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year (i) the  consolidated balance sheet of the Designated Company as of the end of such fiscal quarter and  related consolidated statements of income and cash flows for such fiscal quarter and for the then  elapsed portion of the fiscal year, in comparative form with the consolidated statements of income  and  cash  flows  for  the  comparable  periods  in  the  previous  fiscal  year,  and  notes  thereto,  all  prepared  in  accordance  with  Regulation  S-X  under  the  Securities  Act  and  accompanied  by  a  certificate of a Financial Officer stating that such financial statements fairly present, in all material  respects,  the  consolidated  financial  condition,  results  of  operations  and  cash  flows  of  the  Designated Company as of the date and for the periods specified in accordance with US GAAP  consistently applied, and on a basis consistent  with  audited financial  statements  referred to  in  clause (a)  of  this  Section,  except  as  otherwise  disclosed  therein  and  subject  to  the  absence  of  footnote  disclosures  and  to  normal  year-end  audit  adjustments,  (ii) a  narrative  report  and  management’s discussion and analysis, in a form reasonably satisfactory to the Administrative  Agent, of the financial condition and results of operations for such fiscal quarter and the then  elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal  year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b)  may be furnished in the form of a Form 10-Q (so long as the financial statements, management  report and management’s discussion therein comply with the requirements set forth above)) and  (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company  and its Restricted Subsidiaries separating out the results by region;         (c)   [Intentionally Omitted];         (d)   Financial Officer’s  Certificate.   (i) Concurrently  with  any  delivery  of  financial  statements under Section 5.01(a) or (b), a Compliance Certificate of the Designated Company  (which delivery may, unless the Administrative Agent or a Lender requests executed originals, be  by electronic communication including fax or email and shall be deemed to be an original authentic  counterpart  thereof  for  all  purposes)  (A)  certifying  that  no  Default  has  occurred  or,  if  such  a  Default has occurred, specifying the nature and extent thereof and any corrective action taken or  proposed  to  be  taken  with  respect  thereto,  (B)  concurrently  with  any  delivery  of  financial  statements under Section 5.01(a) above (commencing with the financial statements for the first  complete fiscal year of the Designated Company beginning after the Closing Date), setting forth  the  Designated  Company’s  calculation  of  Excess  Cash  Flow,  (C)  showing  a  reconciliation  of  Consolidated EBITDA to the net income set forth on the statement of income, such reconciliation  to be on a quarterly basis, (D) calculating in reasonable detail the Consolidated Interest Coverage  Ratio and the Senior Secured Net Leverage Ratio for the four fiscal quarter period ended on the  last day of the period covered by such financial statements, and certifying as to the Designated  Company’s compliance (or failure to comply) with the Financial Performance Covenant for the  four fiscal quarter period ended on the last day of the period covered by such financial statements,  and, if such Compliance Certificate demonstrates an Event of Default of the Financial Performance  Covenant, any of the Specified Holders may deliver, together with such Compliance Certificate,  notice of their intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to, and                                        189  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  to the extent permitted under, Section 8.04; provided that the delivery of a Notice of Intent to Cure  shall in  no way affect  or alter the occurrence,  existence or  continuation of any such  Event  of  Default or the rights, benefits, powers and remedies of the Administrative Agent and the Lenders  under any Loan Document, and (E)(x) specifying all Investments made during the prior fiscal  quarter  in  reliance  on Section  6.04(r) and  specifying  which  clause  of Section  6.04(r) such  Investment  was  made  pursuant  to  and  calculating  in  reasonable  detail  the  amount  of  the  Cumulative Credit or Annual Credit, as applicable, immediately prior to such election and the  amount  thereof  elected  to  be  so  applied,  the  Total  Net  Leverage  Ratio  and,  in  the  case  of  Investments  made  pursuant  to Section  6.04(r)(iii),  the  amount  of  Liquidity,  (y)  specifying  all  Dividends made during the prior fiscal quarter in reliance on Section 6.08(d) and specifying which  clause of Section 6.08(d) such Dividend was made pursuant to and calculating in reasonable detail  the amount of the Cumulative Credit or Annual Credit, as applicable, immediately prior to such  election and the amount thereof elected to be so applied, the Total Net Leverage Ratio and, in the  case of Dividends made pursuant to Section 6.08(d)(ii), the amount of Liquidity, and (z) specifying  all Permitted Prepayments made during the prior fiscal quarter in reliance on Section 6.11(a) and  specifying which clause of Section 6.11(a) such Permitted Prepayment was made pursuant to and  calculating  in  reasonable  detail  the  amount  of  the  Cumulative  Credit  or  Annual  Credit,  as  applicable, immediately prior to such election and the amount thereof elected to be so applied, the  Total Net Leverage Ratio and, in the case of a Permitted Prepayment made pursuant to Section  6.11(a)(i)(z)(2), the amount of Liquidity, and (ii) to the extent any Unrestricted Subsidiaries are in  existence during the period covered by such financial statements, consolidating balance sheets,  statements of income and cash flows separating out the results of the Designated Company and its  Restricted Subsidiaries, on the one hand, and the Unrestricted Subsidiaries, on the other;         (e)   Officer’s Certificate Regarding Organizational Chart and Perfection of Collateral.   Concurrently with any delivery of financial statements under Section 5.01(a), a certificate of a  Responsible Officer of the Designated Company (which delivery may, unless the Administrative  Agent or a Lender requests executed originals, be by electronic communication including fax or  email and shall be deemed to be an original authentic counterpart thereof for all purposes) attaching  an accurate organizational chart (or confirming that there has been no change in organizational  structure)  and  otherwise  setting  forth the  information  required  pursuant  to  the  Perfection  Certificate Supplement or confirming that there has been no change in such information since the  date of the Perfection Certificate or latest Perfection Certificate Supplement;         (f)   Public Reports.  Promptly after the same become publicly available, copies of all  periodic and other reports, proxy statements and other materials filed by any Loan Party with the  Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of  the  functions  of  said  Commission,  with  any  national  U.S.  or  non-U.S.  securities  regulatory  authority or securities exchange or with the National Association of Securities Dealers, Inc., or  distributed to holders of its publicly held Indebtedness or securities pursuant to the terms of the  documentation  governing  such  Indebtedness  or  securities  (or  any  trustee,  agent  or  other  representative therefor), as the case may be; provided that documents required to be delivered  pursuant to this clause (f) may be delivered electronically and if so delivered, shall be deemed to  have been delivered on the date (i) on which the Designated Company posts such documents, or  provides a link thereto on the Designated Company’s website (or other location specified by the                                        190  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Designated  Company)  on  the  Internet;  or  (ii)  on  which  such  documents  are  posted  on  the  Designated  Company’s  behalf  on  the  Platform; provided that:  (i)  upon  written  request  by  the  Administrative Agent, the Designated Company shall deliver paper copies of such documents to  the Administrative Agent for further distribution to each Lender until a written request to cease  delivering paper copies is given by the Administrative Agent and (ii) the Designated Company  shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting  of any such documents  and provide to  the  Administrative Agent  by electronic mail  electronic  versions (i.e., soft copies) of such documents;           (g)   Management Letters.  Promptly after the receipt thereof by any Company, a copy  of any “management letter”, exception report or other similar letter or report received by any such  person from its certified public accountants and the management’s responses thereto;         (h)   Projections.  Within sixty (60) days of the end of each fiscal year (beginning with  the  fiscal  year  ended  March  31,  2017),  a  copy  of  the  annual  projections  for  the  Designated  Company (including balance sheets, statements of income and sources and uses of cash), for each  quarter of the then-current fiscal year prepared in detail on a consolidated basis, with appropriate  presentation and discussion of the principal assumptions upon which such forecasts are based,  accompanied by the statement of a Financial Officer of the Designated Company to the effect that  such assumptions are believed to be reasonable;         (i)   Labor Relations.  Promptly after becoming aware of the same, written notice of  (a) any labor dispute to which any Loan Party or any of its Restricted Subsidiaries is or is expected  to become a party, including any strikes, lockouts or other labor disputes relating to any of such  person’s plants and other facilities, which could reasonably be expected to result in a Material  Adverse Effect, (b) any Worker Adjustment and Retraining Notification Act or related liability  incurred with respect to the closing of any plant or other facility of any such person and (c) any  material liability under Requirements of Law similar to the Worker Adjustment and Retraining  Notification Act or otherwise arising out of plant closings;         (j)   Asset Sales.  On or prior to an Asset Sale pursuant to Section 6.06(b) hereof the  Net  Cash  Proceeds  of  which  (or  the  Dollar  Equivalent  thereof)  are  anticipated  to  exceed  $100,000,000, written notice (a) describing such Asset Sale or the nature and material terms and  conditions of such transaction and (b) stating the estimated Net Cash Proceeds anticipated to be  received by any Loan Party or any of its Restricted Subsidiaries; and         (k)   Other Information.  Promptly, from time to time, such other information regarding  the operations, properties, business affairs and condition (financial or otherwise) of any Company,  or compliance with the terms of any Loan Document, or matters regarding the Collateral as the  Administrative Agent or any Lender (acting through the Administrative Agent) may reasonably  request, including, but not limited to, all documentation and other information that may be required  from time to time by the Lenders or the Administrative Agent in order to enable compliance with                                         191  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  applicable “know your customer” and anti-money laundering rules and regulations, including the  Patriot Act and the information described in Section 11.13.         (l)   Beneficial  Ownership  Information.  Promptly  following  any  request  therefor,  provide information  and documentation reasonably  requested by any Agent  or any  Lender for  purposes of compliance with applicable “know your customer” and anti-money-laundering rules  and  regulations,  including,  without  limitation,  the  Patriot  Act  and  the  Beneficial  Ownership  Regulation.   Section 5.02 Litigation and Other Notices.  Furnish to the Administrative Agent written notice  of  the  following  promptly  (and,  in  any  event,  within  ten  (10)  Business  Days  after   acquiring  knowledge thereof, or, in the case of an Event of Default under Section 8.01(a), on the Business  Day that a Loan Party acquires knowledge thereof):         (a)   any Default, specifying the nature and extent thereof and the corrective action (if  any) taken or proposed to be taken with respect thereto;         (b)   the filing or commencement of, or any written notice of intention of any person to  file or commence, any action, suit, litigation or proceeding, whether at law or in equity by or before  any Governmental Authority, (i) against the Designated Company or other Company that in the  reasonable judgment  of  the  Designated  Company  could  reasonably  be  expected  to  result  in  a  Material Adverse Effect if adversely determined or (ii) with respect to any Loan Document;         (c)   any development that has resulted in, or could reasonably be expected to result in,  a Material Adverse Effect;         (d)   the occurrence of a Casualty Event involving a Dollar Equivalent amount in excess  of $50,000,000; and         (e)    (i) the incurrence of any  Lien (other than Permitted Liens) on the Collateral or  (ii) the occurrence of any other event which could reasonably be expected to be material with  regard to  (x) the Revolving Credit Priority Collateral,  taken as  a whole,  or (y) the Pari Passu  Priority Collateral, taken as a whole.   Section 5.03 Existence; Businesses and Properties.           (a)   Do or cause to be done all things reasonably necessary to preserve, renew and keep  in full force and effect its legal existence, rights and franchises necessary or desirable in the normal  conduct of its business, except (i) other than with respect to each Co-Borrower’s legal existence,  to the extent the failure to do so would not reasonably be expected to have a Material Adverse  Effect or (ii) pursuant to a transaction permitted by Section 6.05 or Section 6.06.                                         192  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (b)   Do or cause to be done all things reasonably necessary to obtain, maintain, preserve,  renew, extend and keep in full force and effect the rights, licenses, permits, privileges, franchises,  approvals,  authorizations,  and  Intellectual  Property  used  or  necessary  to  the  conduct  of  its  business, except where the failure to do so could not reasonably be expected to result in a Material  Adverse Effect; do or cause to be done all things reasonably necessary to preserve its business and  the  goodwill  and  business  of  the  customers,  advertisers,  suppliers  and  others  having  business  relations with each Loan Party or any of its Restricted Subsidiaries, except where the failure to do  so  could  not  reasonably  be  expected  to  result  in  a  Material  Adverse  Effect;  comply  with  all  applicable  Requirements  of  Law  (in  the  case of  the  U.S.  Hold  Separate  Assets,  as  such  Requirements of Law may be modified pursuant to the U.S. Hold Separate Agreements) (including  any and all zoning, building, Environmental Law, ordinance, code or approval or any building  permits  or  any  restrictions of  record  or  agreements  affecting  the  Real  Property),  contractual  obligations,  and decrees and orders of  any Governmental Authority, whether now in  effect  or  hereafter enacted, except where the failure to comply, individually or in the aggregate, could not  reasonably be expected to result in a Material Adverse Effect; and at all times maintain, preserve  and protect all of its property and keep such property in good repair, working order and condition  (other than wear and tear occurring in the ordinary course of business) and from time to time make,  or  cause  to  be  made,  all  needful  and  proper  repairs,  renewals,  additions,  improvements  and  replacements  thereto  reasonably  necessary  in  order  that  the  business  carried  on  in  connection  therewith may be properly conducted at all times, except in each case where the failure to do so  could not reasonably be expected to result in a Material Adverse Effect. Maintain in effect and  enforce policies and procedures designed to ensure compliance by Holdings (and, on and after the  Specified AV Minerals Joinder Date, AV Minerals), the Designated Company, their respective  Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption  Laws and applicable Sanctions.   Section 5.04 Insurance.         (a)   Generally.  Keep its insurable property adequately insured at all times by financially  sound and reputable insurers; maintain such other insurance, to such extent and against such risks  as is customary with companies in the same or similar businesses operating in the same or similar  locations, including insurance with respect to Mortgaged Properties and other properties material  to the business of the Companies against such casualties and contingencies and of such types and  in such amounts with such deductibles as is customary in the case of similar businesses operating  in  the same or similar locations,  including  (i) physical  hazard insurance on an “all risk” basis  (subject to usual and customary exclusions), (ii) commercial general liability against claims for  bodily  injury,  death  or  property  damage  covering  any  and  all  insurable  claims,  (iii) explosion  insurance  in  respect  of  any  boilers,  machinery  or  similar  apparatus  constituting  Collateral,  (iv) business  interruption  insurance  and,  with  respect  to  Mortgaged  Properties  located  in  the  United States or in any other jurisdiction requiring such insurance, flood insurance (to the extent  such flood insurance is required under clause (c) below), and (v) worker’s compensation insurance  and  such  other  insurance  as  may  be  required  by  any  Requirement  of  Law; provided that  the  Collateral Agent shall be permitted to control the adjustment of any claim thereunder with respect  to Pari Passu Priority Collateral involving an amount in excess of $30,000,000 thereunder after the  occurrence and during the continuance of an Event of Default.                                           193  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (b)   Requirements of Insurance.  Subject to Section 5.15, all such property and liability  insurance maintained by the Loan Parties shall (i) provide that no cancellation, material reduction  in amount or material change in coverage thereof shall be effective until at least thirty (30) days  after receipt by the Collateral Agent of written notice thereof, (ii) name the Collateral Agent as  mortgagee,  lender’s  loss  payable  or  additional  insured,  as  applicable  (in  the  case  of  property  insurance) or additional insured on behalf of the Secured Parties (in the case of liability insurance),  as  applicable,  and  (iii) if  reasonably  requested  by  the  Collateral  Agent,  include  a  breach  of  warranty clause; provided that the foregoing clauses (i) through (iii) shall not apply to Aleris and  its subsidiaries until the date that is 30 days after the Aleris Acquisition Closing Date (or such later  date agreed by the Collateral Agent).         (c)   Flood Insurance.  Subject to Section 5.15, except to the extent already obtained in  accordance with clause (iv) of Section 5.04(a), with respect to each Mortgaged Property located  in the United States or another jurisdiction which requires such type of insurance, promptly notify  the Administrative Agent, obtain flood insurance in such total amount as is from time to time in  scope and substance consistent with market  practice and applicable Requirements  of  Law and  Flood  Insurance  Laws,  if  at  any  time  the  area  in  which  any  improvements located  on  any  Mortgaged  Property  is  designated  a  “flood  hazard  area”  in  any  Flood  Insurance  Rate  Map  published by the Federal Emergency Management Agency (or any successor agency), and such  insurance is required to be obtained pursuant to the requirements of the National Flood Insurance  Act of 1968Laws, as amended from time to time, or the Flood Disaster Protection Act of 1973, as  amended from time to time.. Unless the Borrower, the Administrative Agent and the Required  Lenders  otherwise  agree  that  the  Mortgaged  Property  can  continue  to  be  provided  under  Section 5.11, the Mortgage relating to such Property which is in a special flood hazard area will  be released pursuant to Section 11.29.         (d)   Broker’s Report.  As soon as practicable and in any event within ninety (90) days  after the end of each fiscal year, deliver to the Administrative Agent and the Collateral Agent (i) a  report of a reputable insurance broker with respect to the insurance maintained pursuant to clauses  (i)-(iv) of Section 5.04(a) in form and substance consistent with market practice (together with  such  additional  reports  (provided  such  reports  are  readily  ascertainable)  as  the  Administrative  Agent or the Collateral Agent may reasonably request), and (ii) such broker’s statement that all  premiums then due and payable with respect to the coverage maintained pursuant to clauses (i)- (iv)  of Section  5.04(a) have  been  paid  and  confirming,  with  respect  to  any  property,  physical  hazard  or  liability  insurance  maintained  by  a  Loan  Party,  that,  subject to Section  5.15,  the  Collateral Agent has been named as mortgagee, lender’s loss payable or additional insured, as  applicable.         (e)   Mortgaged Properties.  Subject to Section 5.15, each Loan Party shall comply in all  material  respects  with  all  Insurance  Requirements  in  respect  of  each  Mortgaged  Property;  provided, however, that each Loan Party may, at its own expense and after written notice to the  Administrative  Agent,  (i) contest  the  applicability  or  enforceability  of  any  such  Insurance  Requirements by appropriate legal proceedings, the prosecution of which does not constitute a  basis for cancellation or revocation of any insurance coverage required under this Section 5.04 or                                        194  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new  policy complying with the provisions of this Section 5.04.   Section 5.05 Taxes.         (a)   Payment of Taxes.  Pay and discharge promptly when due all material Taxes and  governmental charges or levies imposed upon it or upon its income or profits or in respect of its  property, before the same shall become delinquent or in default, as well as all lawful claims for  labor, services, materials and supplies or otherwise that, if unpaid, might give rise to a Lien other  than a Permitted Lien upon such properties or any part thereof; provided that such payment and  discharge shall not be required with respect to any such Tax, charge, levy or claim so long as  (x) the  validity  or  amount  thereof  shall  be  contested  in  good  faith  by  appropriate  proceedings  timely instituted and diligently conducted and the applicable Company shall have set aside on its  books adequate reserves or other appropriate provisions with respect thereto in accordance with  US  GAAP  (or  other  applicable  accounting  rules),  and  (y) such  contest operates  to  suspend  collection  of  the  contested  obligation,  Tax  or  charge  and  enforcement  of  a  Lien  other  than  a  Permitted Lien.         (b)   Filing of Tax Returns.  Timely file all material Tax Returns required by applicable  Requirements of Law to be filed by it.         (c)   Aleris Co-Borrower Status.  Each Co-Borrower under the Aleris Incremental Term  Loans shall be a domestic corporation as defined in Section 7701(a)(30)(C) of the Code (or a  limited liability company that is disregarded as an entity separate from its owner for United States  federal income tax purposes and wholly owned by a domestic corporation).         (d)   Indemnified Taxes.  To the extent any payment by or on account of any obligation  of  any  Loan  Party  hereunder,  or  under  any  other  Loan  Document,  in  respect  of the  Aleris  Incremental  Term  Loans  becomes  subject  to  any  withholding  Taxes  other  than  U.S.  federal  withholding  Taxes  as  a  result  of  any  action  by  any  Co-Borrower  after  the  Aleris  Incremental  Funding Date that shall cause such Co-Borrower under the Tax laws of any jurisdiction other than  the  United  States  (or  any  state  of  the  United  States  or  the  District  of  Columbia  or  political  subdivision thereof) to be a resident of or to have an establishment, office, fixed base or branch in  such jurisdiction, such non-U.S. federal withholding Taxes shall be Indemnified Taxes and the  Loan Parties shall indemnify each Lender for any such non-U.S. federal withholding Taxes in  accordance with Section 2.15, but only to the extent that such non-U.S. federal withholding Taxes  are not described in any of clauses (b)(i), (b)(iii) and (b)(iv) of the definition of Excluded Taxes.   Section 5.06 Employee Benefits.         (a)   Comply  with  the  applicable  provisions  of  ERISA  and  the  Code  and  any  Requirements of Law applicable to any Foreign Plan or Compensation Plan, except where any  non-compliance could not reasonably be expected to result in a Material Adverse Effect.                                        195  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (b)   Furnish to the Administrative Agent (x) as soon as possible after, and in any event  within  five  (5)  Business  Days  after  any Responsible  Officer  of  any  Company  or  any  ERISA  Affiliates of any Company knows that, any ERISA Event has occurred, a statement of a Financial  Officer of the Designated Company setting forth details as to such ERISA Event and the action, if  any,  that  the Companies  propose  to  take  with  respect  thereto,  and  (y) upon  request  by  the  Administrative Agent, copies of such other documents or governmental reports or filings relating  to any Plan (or Foreign Plan, or other employee benefit plan sponsored or contributed to by any  Company) as the Administrative Agent shall reasonably request.         (c)   (i) Ensure that the Novelis U.K. Pension Plan is funded in  accordance with the  agreed schedule of contributions dated May 16, 2007 and that no action or omission is taken by  any Company in relation to such a pension scheme which has or is reasonably likely to have a  Material Adverse Effect; (ii) except for any existing defined benefit pension schemes as specified  on Schedule 3.17 ensure that no Company is or has been at any time an employer (for the purposes  of Sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a  money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or “connected”  with or an “associate” of (as those terms are defined in Sections 39 or 43 of the Pensions Act 2004)  such  an  employer;  (iii)  deliver  to  the  Administrative  Agent  upon  request  as  those  reports  are  prepared in order to comply with the then current statutory or auditing requirements (as applicable  either to the trustees of any relevant schemes), actuarial reports in relation to all pension schemes  mentioned  in  clause  (i)  above;  (iv)  promptly  notify  the  Administrative  Agent  of  any  material  change in the agreed rate of contributions to any pension schemes mentioned in clause (i) above;  (v) promptly notify the Administrative Agent of any investigation or proposed investigation by the  Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution  Notice  to  any  member of  the  Group;  and  (vi) promptly  notify  the  Administrative  Agent  if  it  receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.         (d)   Ensure  that  all  Foreign  Plans  (except  the  Novelis  U.K.  Pension  Plan)  and  Compensation Plans that are required to be funded are funded and contributed to in accordance  with their terms to the extent of all Requirements of Law, except where any non-compliance could  not reasonably be expected to result in a Material Adverse Effect.   Section 5.07 Maintaining Records; Access to Properties and Inspections; Annual Meetings.   Keep proper books of record and account in which full, true and correct entries in conformity in  all material respects with GAAP (or other applicable accounting standards) and all Requirements  of Law of all financial transactions and the assets and business of each Company and its Restricted  Subsidiaries are made of all dealings and transactions in relation to its business and activities,  including, without limitation, proper records of intercompany transactions)transaction, with full,  true and correct entries reflecting all payments received and paid (including, without limitation,  funds  received  by  or  for  the  account  of  any  Loan  Party  from  deposit  accounts  of  the  other  Companies).  Each Company will permit any representatives designated by the Administrative  Agent (who may be accompanied by any Agent or Lender) to visit and inspect the financial records  and the property of such Company on no more than on two occasions per fiscal year so long as no  Event of Default is continuing (at reasonable intervals, during normal business hours and within  five Business Days after written notification of the same to the Designated Company, except that,                                        196  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  during the continuance of an Event of Default, none of such restrictions shall be applicable) and  to  make  extracts  from  and  copies  of  such  financial  records,  and  permit  any  representatives  designated by the Administrative Agent (who may be accompanied by any Agent or Lender) to  discuss  the  affairs, finances,  accounts  and  condition  of  any  Company  with  the  officers  and  employees thereof and advisors therefor (including independent accountants).   Section 5.08 Use of Proceeds.  Use the proceeds of the Loans only for the purposes set forth in  Section 3.12.   Section 5.09 Compliance with Environmental Laws; Environmental Reports.          (a)   Comply, and cause all lessees and other persons occupying Real Property owned,  operated or leased by any Company to comply, in all respects with all Environmental Laws and  Environmental  Permits  applicable  to  its  operations  and  Real  Property;  obtain  and  renew  all  Environmental Permits applicable to its operations and Real Property; and conduct all Responses,  including any emergency Response, required by, and in accordance with, Environmental Laws, in  each case, to the extent that the failure to do so could reasonably be expected to have a Material  Adverse Effect; provided that no Company shall be required to undertake any Response to the  extent that its obligation to do so is being contested in good faith and by proper proceedings and  appropriate reserves are being maintained with respect to such circumstances in accordance with  US GAAP or other applicable accounting standards.         (b)   If a Default caused by reason of a breach of Section 3.18 or Section 5.09(a) shall  have  occurred  and  be  continuing  for  more  than  thirty  (30)  days  without  the  Companies  commencing activities reasonably likely to cure such Default in accordance with Environmental  Laws, at the written request of the Administrative Agent or the Required Lenders through the  Administrative Agent, provide to the Lenders as soon as reasonably practicable after such request,  at the expense of the Co-Borrowers, an environmental assessment report and/or corrective plan, as  applicable,  regarding  the  matters  which  are  the  subject  of  such  Default,  including,  where  appropriate, soil and/or groundwater sampling, prepared by an environmental consulting firm and,  in  form  and  substance,  reasonably  acceptable  to  the  Administrative  Agent  and  indicating  the  presence or absence of Hazardous Materials and the estimated cost of any compliance or Response  to  address  them  and  any  other  corrective  measures  necessary  to  achieve  compliance  with  Environmental Laws or cure such Default.   Section 5.10 [INTENTIONALLY OMITTED].     Section 5.11 Additional Collateral; Additional Guarantors.         (a)   Subject  to  the terms of  the  Intercreditor Agreement  and this Section 5.11, with  respect to (1) any property acquired after the Closing Date by any Loan Party that is intended to  be subject to the Lien created by any of the Security Documents but is not so subject, including in  connection with any step of the Permitted Reorganization, any Permitted Reorganization Action,  any Permitted Aleris Foreign Subsidiary Transfer, and any Person becoming a Specified Aleris  Subsidiary, and (2) any property that was Excluded Property but, as of the end of the most recently                                        197  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  ended fiscal quarter or in connection with any step of the Permitted Reorganization, any Permitted  Reorganization  Action,  any  Permitted  Aleris  Foreign  Subsidiary  Transfer, andor any  Person  becoming a Specified Aleris Subsidiary, has ceased to be Excluded Property, promptly (and in any  event (xw) in the case of newly acquired property, within thirty (30) days after the acquisition  thereof or, (x) in the case of property that was Excluded Property as a result of the U.S. Hold  Separate Order or any U.S. Hold Separate Agreement, within thirty (30) days after the date such  property ceases to be Excluded Property, (y) in the case of any other property that was Excluded  Property, within thirty (30) days after the end of fiscal quarter in which such property ceases to be  Excluded Property; provided that, in the case of clauses (w) through (y), the Administrative Agent  may agree to an extension thereof, or (yz) immediately in connection with the applicable step(s)  of the Permitted Reorganization, the applicable Permitted Reorganization Action, the applicable  Permitted  Aleris  Foreign  Subsidiary  Transfer,  or  any  Person  becoming  a  Specified  Aleris  Subsidiary)  (i) execute  and deliver to  the Administrative Agent  and the  Collateral  Agent  such  amendments or supplements to the relevant Security Documents or such other documents as the  Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the  Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a First Priority  Lien on such property subject to no Liens other than Permitted Liens, and (ii) take all actions  necessary to cause such Lien to be duly perfected to the extent required by such Security Document  in  accordance  with  all  applicable  Requirements  of  Law,  including  the  filing  of  financing  statements (or other applicable filings) in such jurisdictions as may be reasonably requested by the  Administrative Agent; provided that, other than with respect to each Specified Aleris Subsidiary,  the actions required by clauses (i) and (ii) above need not be taken if the costs of doing so are  excessive in relation to the benefits afforded thereby, as determined by the Administrative Agent  in  its  reasonable  discretion.   The  Designated  Company  shall  otherwise  take  such  actions  and  execute and/or deliver to the Administrative Agent and the Collateral Agent such documents as  the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity,  perfection  and  priority  of  the  Lien  of  the  Security  Documents  against  such  after-acquired  properties.         (b)   With respect to any Person that becomes a Restricted Subsidiary or a Specified  Aleris Subsidiary after the Closing Date (other than (w) Aleris Belgium, to the extent that Aleris  Belgium  is  not  a  Specified  Aleris  Subsidiary,  (x) Aleris  Italy,  (y) an  Excluded  Collateral  Subsidiary and (yz) a Securitization Entity) or, any Restricted Subsidiary that was an Excluded  Collateral Subsidiary but, as of the end of the most recently ended fiscal quarter, has ceased to be  an  Excluded  Collateral  Subsidiary  or  is  required  to  become  a  Loan  Party  by  operation  of  the  provisions  of Section  5.11(d),  the  definition  of  Permitted  Reorganization,  the  definition  of  Permitted  Reorganization  Actions,  or  the  definition  of  Permitted  Aleris  Foreign  Subsidiary  Transfer, or any property that ceases to be Excluded Property, promptly (and in any event within  (x) in the case of property that was Excluded Property as a result of the U.S. Hold Separate Order  or any U.S. Hold Separate Agreement, within thirty (30) days after the date such property ceases  to be Excluded Property, (y) within thirty (30) days after the end of the fiscal quarter in which such  Person becomes a Restricted Subsidiary or ceases to be an Excluded Collateral Subsidiary or is  required to become a Loan Party by operation of the provisions of Section 5.11(d), or after such  property  (other  than  property  described  in  clause  (x)  above)  ceased  to  be  Excluded  Property;  provided that  the  Administrative  Agent  may  agree  to  an  extension  of  such  time  period  or  (yz) immediately upon such Person becoming a Specified Aleris Subsidiary or in connection with                                        198  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  the applicable step(s) of the Permitted Reorganization, the definition of Permitted Reorganization  Actions, or the definition of Permitted Aleris Foreign Subsidiary Transfer) (i) pledge and deliver  to  the Collateral  Agent  the certificates, if any,  representing all of the Equity  Interests of such  Restricted Subsidiary or such Specified Aleris Subsidiary owned by a Loan Party, together with  undated stock powers or other appropriate instruments of transfer executed and delivered in blank  by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes  owing from such Restricted Subsidiary or Specified Aleris Subsidiary to any Loan Party together  with instruments of transfer executed and delivered in blank by a duly authorized officer of such  Loan Party and (ii) cause any such Restricted Subsidiary (other than a Specified Aleris Subsidiary)  that is a Wholly Owned Subsidiary or that is a German Borrower Holding Company or an Aleris  German Non-Wholly Owned Subsidiary (other than (x) any Restricted Subsidiary prohibited from  being a Guarantor under any applicable Requirement of Law (except as otherwise agreed by any  Governmental Authority pursuant to a U.S. Hold Separate Agreement), including any Requirement  of  Law  relating  to  financial  assistance,  maintenance  of  capital  or  other  corporate  benefit  restrictions and (y) any Restricted Subsidiaries where providing such guarantee would result in (1)  materially adverse tax consequences, as determined by the Administrative Agent in its reasonable  discretion (after consultation with its counsel) or (2) costs that are excessive in relation to the  benefits afforded thereby, as determined by the Administrative Agent in its reasonable discretion)  and any such Specified Aleris Subsidiary, in each case to the extent not prohibited by applicable  Requirements of Law (in the case of the U.S. Hold Separate Assets, as such Requirements of Law  are modified pursuant to a U.S. Hold Separate Agreement), (A) to execute a Joinder Agreement or  such comparable documentation to become a Subsidiary Guarantor and joinder agreements to the  applicable Security Documents (in each case, substantially in the form annexed thereto or in such  other form as may be reasonably satisfactory to the Administrative Agent) or, in the case of a  Foreign Subsidiary execute such other Security Documents (or joinder agreements) to the extent  possible under and compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and  substance reasonably satisfactory to the Administrative Agent, and (B) to take all actions necessary  or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Liens  created by the applicable Security Documents to be duly perfected to the extent required by such  agreement in accordance with all applicable Requirements of Law, including the filing of financing  statements (or other applicable filings) in such jurisdictions as may be reasonably requested by the  Administrative Agent or the Collateral Agent.  Notwithstanding the foregoing (1) clause (i) of this  paragraph  (b) shall  not  apply  to  the  Equity  Interests  of  (w) any  Company  listed  on  Schedule 5.11(b) to the extent any applicable Requirement of Law (except as otherwise agreed by  any Governmental Authority pursuant to a U.S. Hold Separate Agreement) continues to prohibit  the pledging of its Equity Interests to secure the Secured Obligations and any Company acquired  or created after the Effective Date to the extent any applicable Requirement of Law (except as  otherwise agreed by any Governmental Authority pursuant to a U.S. Hold Separate Agreement)  prohibits the pledging of its Equity Interests to secure the Secured Obligations, (x) any non-Wholly  Owned Subsidiary (other than each German Borrower Holding Company and each Aleris German  Non-Wholly Owned Subsidiary that is a Restricted Subsidiary, but including Aleris German GP  Holdco) to the extent that the pledge or perfection of a Lien on such Equity Interests would violate  any  anti-assignment  or  negative  pledge  provisions  of  any  contract  to  which  such  non-Wholly  Owned Subsidiary is a party or the organizational documents or shareholders’ agreement of such  non-Wholly Owned Subsidiary (but only to the extent such anti-assignment or negative pledge  clause is enforceable under applicable law), (y) any Joint Venture Subsidiary, to the extent the                                         199  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  terms of any contract to which such Joint Venture Subsidiary is a party or any applicable joint  venture, stockholders’, partnership, limited liability company or similar agreement (other than any  of  the  foregoing  entered  into  with  any  Company  or  Affiliate  of  any  Company)  prohibits  or  conditions  the  pledging  of  its  Equity  Interests  to  secure  the  Secured  Obligations  and  (z)  any  Restricted Subsidiary (other than a Specified Aleris Subsidiary) to the extent such pledge would  result in materially adverse tax consequences, as determined by the Administrative Agent in its  reasonable discretion (after consultation with its counsel) and (2) clause (ii) of this paragraph (b)  shall  not  apply  to  any  Company  listed  on Schedule  5.11(b) to  the  extent  any  applicable  Requirement of Law (except as otherwise agreed by any Governmental Authority pursuant to a  U.S.  Hold  Separate  Agreement) prohibits  it  from  becoming  a  Loan  Party.  Notwithstanding  anything  to  the  contrary  in  this Section  5.11(b),  with  respect  to  each  Foreign  Subsidiary  that  becomes a party to this Agreement after the Second Amendment Effective Date, the obligations  of such Foreign Subsidiary under this Agreement, any Guarantee, any Foreign Guarantee, any  Security Document, any Joinder Agreement, or any other Loan Document, may be limited (and  such agreements may be amended, restated, supplemented or otherwise modified to give effect to  such  limitations  without  the  consent  of  any  Person  other  than  the Administrative  Agent,  the  Collateral  Agent,  and such Foreign Subsidiary) in  accordance with  the  Agreed Guarantee and  Security Principles on terms reasonably satisfactory to the Administrative Agent and the Borrower.  As of the Second Amendment Effective Date, each Lender party to the Second Amendment, which  Lenders constitute the Required Lenders, and each Lender that becomes a party to this Agreement  after the Second Amendment Effective Date, expressly consents to the terms set forth in, and the  rights of the Agents to consent to the terms of the amendments, restatements, supplements and  modifications described in, the immediately preceding sentence.         (c)   Subject to the terms of the Intercreditor Agreement, promptly grant to the Collateral  Agent, within sixty (60) days of the acquisition thereof or, in the case of property that is Excluded  Property as a result of the U.S. Hold Separate Order or any U.S. Hold Separate Agreement, within  sixty (60) days after the date such property ceases to be Excluded Property (or such later date  agreed by the Administrative Agent) (or immediately in connection with the applicable step(s) of  the  Permitted  Reorganization,  any  Permitted  Reorganization  Action,  or  any  Permitted  Aleris  Foreign Subsidiary Transfer), a security interest in and Mortgage on each Real Property owned in  fee by such Loan Party as is acquired by such Loan Party after the Closing Date and that, together  with  any improvements  thereon, individually has a fair market  value the Dollar Equivalent of  which is at least $10,000,000 (unless the subject property is already mortgaged to a third party to  the extent permitted by Section 6.02 hereof or the costs of doing so are excessive in relation to the  benefits afforded thereby, as determined by the Administrative Agent in its reasonable discretion).  Subject to the terms of the Intercreditor Agreement, such Mortgages shall be granted pursuant to  documentation reasonably satisfactory in form and substance to the Administrative Agent and the  Collateral Agent and shall constitute valid, perfected and enforceable First Priority Liens subject  only to Permitted Liens. Subject to the terms of the Intercreditor Agreement, the Mortgages or  instruments related thereto shall be duly recorded or filed in such manner and in such places as are  required by law to establish, perfect, preserve and protect the First Priority Liens in favor of the  Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other  charges payable in connection therewith shall be paid in full.  Such Loan Party shall otherwise  take such actions and execute and/or deliver to the Administrative Agent and the Collateral Agent  such documents as the Administrative Agent or the Collateral Agent shall reasonably require to                                        200  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage  against such after-acquired Real Property (including a Title Policy (or title opinion reasonably  satisfactory to the Administrative Agent and the Collateral Agent), a Survey (if applicable in the  respective jurisdiction), and a local counsel opinion (in form and substance reasonably satisfactory  to the Administrative Agent and the Collateral Agent) in respect of such Mortgage).  For purposes  of this Section 5.11(c) Real Property owned by a Company that becomes a Loan Party following  the Closing Date in accordance with the terms of this Agreement shall be deemed to have been  acquired on the later of (x) the date of acquisition of such Real Property and (y) the date such  Company becomes a Loan Party.         (d)   If, at any time and from time to time after the Closing Date, Restricted Subsidiaries  that  are  not  Loan  Parties  because  they  are  Excluded  Collateral  Subsidiaries  comprise  in  the  aggregate more than 7.5% of the Consolidated Total Assets of the Designated Company and its  Subsidiaries  as  of  the  end  of  the  most  recently  ended  fiscal  quarter  or  more  than  7.5%  of  Consolidated EBITDA of the Designated Company and its Restricted Subsidiaries as of the end  of the most recently ended fiscal quarter, then the Loan Parties shall, not later than 45 days after  the date by which financial statements for such fiscal quarter are required to be delivered pursuant  to  this  Agreement  (or  immediately  in  connection  with  the  applicable  step(s)  of  the  Permitted  Reorganization, any Permitted Reorganization Action, or any Permitted Aleris Foreign Subsidiary  Transfer),  cause  one  or  more  of  such  Restricted  Subsidiaries  to  become  Loan  Parties  (notwithstanding  that  such  Restricted  Subsidiaries  are,  individually,  Excluded  Collateral  Subsidiaries) such that the foregoing condition ceases to be true.  The Designated Company may  designate a Subsidiary Guarantor that was not a Restricted Subsidiary of the Designated Company  on the Closing Date as an Excluded Collateral Subsidiary subject to the terms of the definition  thereof, in which event the Guarantee by such Restricted Subsidiary shall be released in accordance  with Section 7.09 and the Collateral Agent shall release the Collateral pledged by such Person.         (e)   Any Foreign Subsidiary that is a Loan Party that has in the United States at any  time (i) a deposit account that is part of the Cash Pooling Arrangements or (ii) property (other than  Excluded Property) having an aggregate fair market value in excess of $5,000,000 for any such  foreign Loan Party, shall execute a joinder agreement to the U.S. Security Agreement reasonably  satisfactory to the Administrative Agent.         (f)   Notwithstanding any other provision of this Section 5.11 or any provision in any  other Loan Document to the contrary, in no event shall this Section 5.11 or such Loan Document  obligate any Loan Party to (i) grant a Lien to the Collateral Agent on any Excluded Property or  (ii) take any perfection steps with respect to any Excluded Property.         (g)   Notwithstanding any other provision of this Section 5.11 or any provision in any  other Loan Document to the contrary, in no event shall this Section 5.11 or such Loan Document  obligate any Loan Party torequire (i) to the extent creation of a security interest in a specific asset  requires that such asset be described with specificity in the applicable Security Document or filing  (including,  for  example,  a  list  of  specific  items  of  Inventory  with  identification  numbers,  or  descriptions of commercial tort claims), the creation of the Collateral Agent’s security interest in                                        201  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  such  assets,  to  the  extent  acquired  in  a  Permitted  Acquisition,  and  (ii)  the  perfection  of  the  Collateral Agent’s security interest in assets acquired in a Permitted Acquisition, in the case of  clauses (i) and (ii) shall not be required, until the date that is 60 days after the closing date for such  Permitted Acquisition (or such later date as is otherwise permitted pursuant to the other clauses of  this  Section  5.11  or  as  otherwise agreed  by  the  Administrative  Agent); provided that  (A)  the  perfection of a security interest in Collateral with respect to which a Lien may be perfected by  (x) the filing of financing statements under the UCC or equivalent filing system in a non-U.S.  jurisdiction,  or  (y)  filing  short  form  security  agreements  or  other  filings  with  the  applicable  Intellectual Property filing office in the applicable jurisdiction, in the case of clauses (x) and (y),  shall be required to occur substantially concurrently with any acquired entity becoming a Loan  Party  and  (B)  each  Loan  Party  shall  use  its  commercially  reasonable  efforts  to  deliver  stock  certificates  (together  with  stock  powers  or  equivalent  instruments  of  transfer)  representing  certificated  Equity  Interests  required  to  be  pledged  under  this  Agreement  and  the  Security  Documents (without regard to this clause (g)) as soon as practicable upon the closing of such  Permitted Acquisition, and in any case no later than the date that is 60 days after the closing date  for such Permitted Acquisition (or such later date as is otherwise permitted pursuant to the other  clauses of this Section 5.11 or as otherwise agreed by the Administrative Agent); provided that the  limitations set forth in this clause (g) shall only apply to the assets of, or Equity Interests issued  by, any Specified Aleris Subsidiary to the extent such limitations also apply to such Specified  Aleris Subsidiary under the Revolving Credit Loan Documents..         (h)   Notwithstanding any other provision of this Section 5.11 or any provision in any  other Loan Document to the contrary, without the consent of any other person, the Administrative  Agent and/or Collateral Agent may (or shall, to the extent required by any Loan Document) enter  into any amendment  or  waiver of any Security  Document (subject  to  the consent  of the  Loan  Parties party thereto except as otherwise provided in such Security Document) or enter into any  new agreement or instrument, to give effect to the provisions set forth in Section 5.11(f) and (g).   Section 5.12 Security Interests; Further Assurances.  Subject to the terms of the Intercreditor  Agreement, promptly, upon the reasonable request of the Administrative Agent or the Collateral  Agent, at the Co-Borrowers’ expense, execute, acknowledge and deliver, or cause the execution,  acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered,  filed or recorded, in an appropriate governmental office, any document or instrument supplemental  to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent  or the Collateral Agent reasonably necessary for the continued validity, perfection and priority of  the Liens on the Collateral covered thereby subject to no other Liens except Permitted Liens, or  use  commercially  reasonable  efforts  to  obtain  any  consents  or  waivers  as  may  be  reasonably  required in connection therewith.  Deliver or cause to be delivered (using commercially reasonable  efforts with respect to delivery of items from Persons who are not in the control of any Loan Party)  to the Administrative Agent and the Collateral Agent from time to time such other documentation,  consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the  Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral  Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant  to the Security Documents.  Upon the exercise by the Administrative Agent, the Collateral Agent  or  any  Lender  of  any  power,  right,  privilege  or  remedy  pursuant  to  any  Loan  Document  that  requires any consent, approval, registration, qualification or authorization of any Governmental                                        202  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Authority, execute and deliver all applications, certifications, instruments and other documents  and papers that the Administrative Agent, the Collateral Agent or such Lender may reasonably  require in connection therewith.  If the Administrative Agent, the Collateral Agent or the Required  Lenders determine that they are required by a Requirement of Law to have appraisals prepared in  respect of the Real Property of any Loan Party constituting Collateral, the Designated Company  shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the  Real Estate Appraisal Reform Amendments of FIRREA (or other applicable requirements) and are  otherwise in form reasonably satisfactory to the Administrative Agent and the Collateral Agent.   Section 5.13 Information Regarding Collateral.  Not effect any change (i) in any Loan Party’s  legal name or in any trade name used to identify it in the conduct of its business or in the ownership  of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place  of business, any office in which it maintains books or records relating to Collateral owned by it or  any office or facility at which any material Pari Passu Priority Collateral owned by it is located  (including the establishment of any such new office or facility) other than changes in location to a  property  identified  on Schedule  3.24,  another  property  location  previously  identified  on  a  Perfection  Certificate  Supplement  or  otherwise  by  notice  to  the  Administrative  Agent  and  the  Collateral Agent, as to which the steps required by clause (B) below have been completed or to a  Mortgaged Property or a leased property subject to a Landlord Access Agreement, (iii) in any Loan  Party’s  identity  or  organizational  structure,  (iv) in  any  Loan  Party’s  Federal  Taxpayer  Identification Number or organizational identification number, if any, or (v) in any Loan Party’s  jurisdiction  of  organization  (in  each  case,  including  by  merging  with  or  into  any  other  entity,  reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until  (A) it shall have given the Collateral Agent and the Administrative Agent not less than ten (10)  Business Days’ prior written notice (in the form of an Officers’ Certificate) of its intention to do  so, or such lesser notice period agreed to by the Administrative Agent and the Collateral Agent,  clearly describing such change and providing such other information in connection therewith as  the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have  taken all action reasonably satisfactory to the Administrative Agent and the Collateral Agent to  maintain the perfection and priority of the security interest of the Collateral Agent for the benefit  of the Secured Parties in the Collateral, if applicable.  Each Loan Party agrees to promptly provide  the  Administrative  Agent  and  the  Collateral  Agent,  upon  request  therefor,  with  certified  Organizational Documents reflecting any of the changes described in the preceding sentence.  For  the purposes of the Regulation, (i) no U.K. Guarantor shall change its centre of main interest (as  that term is used in Article 3(1) of the Regulation) from England and Wales, (ii) nor shall any Irish  Guarantor change its centre of main interest from Ireland or Germany, nor shall Irish Guarantor  have an “establishment” (as that term is used in Article 2(h) of the Regulation) in any jurisdiction  other  than  Ireland  or  Germany,  (iii) nor  shall  any  Swiss  Guarantor  change  its  centre  of  main  interest from Switzerland, nor shall any Swiss Guarantor have an “establishment” in any other  jurisdiction, (iv) nor shall German Seller change its centre of main interest from Germany, (v) nor  shall any Dutch Guarantor change its centre of main interest from the Netherlands, nor shall any  Dutch  Guarantor  have  an  “establishment”  in  any  other  jurisdiction,  (vi)  nor  shall  any  French  Guarantor change its centre of main interest from France, nor shall any French Guarantor have an  “establishment” in any other jurisdiction, (vii) nor shall any Belgian Guarantor change its centre  of main interest from Belgium, nor shall any Belgian Guarantor have an “establishment” in any  other jurisdiction and (viii) other than as provided in paragraph (ii) above, no Guarantor (to the                                         203  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  extent such Guarantor is subject to the Regulation) shall have a centre of main interest other than  as situated in its jurisdiction of incorporation.   Section 5.14 Affirmative Covenants with Respect to Leases.  With respect to each Lease to  which a Loan Party is party as landlord or lessor, the respective Loan Party shall perform all the  obligations imposed upon the landlord under such Lease and enforce all of the tenant’s obligations  thereunder, except where the failure to so perform or enforce could not reasonably be expected to  result in a Property Material Adverse Effect.   Section 5.15 Post-Closing  Covenants;  Covenants  in  Respect  of  Hedging  Agreements  Following the Aleris Acquisition Closing Date.         (a)   Execute and deliver the documents and complete the tasks and take the other actions  set forth on Schedule 5.15 to this Agreement and on Schedule 2 to the Aleris Increase Joinder  Amendment, in each case within the time limits specified on such Schedules.         (b)   Promptly following the Aleris Acquisition Closing Date, use reasonable efforts to  novate all transactions under the Specified Aleris Hedging Agreements, such that, after giving  effect to such novation, such transactions shall be subject solely to the terms and conditions of  Hedging  Agreements  (other  than  Specified  Aleris  Hedging  Agreements)  with  one  or  more  Companies, the terms of which shall not require a Lien on any assets of any Company to secure  the obligations thereunder (other than solely as a result of the designation of any counterparty  thereto as a “Secured Hedge Provider” in accordance with the terms hereof).         (c)   No later than the date that is 30 days after the Aleris Acquisition Closing Date,  cease entering into any transactions under the Specified Aleris Hedging Agreements.         (d)   No later than the date that is 180 days after the Aleris Acquisition Closing Date,  cause all Specified Aleris Hedging Agreements to be terminated, and all transactions thereunder  to be terminated, novated or cancelled.         (e)   Promptly upon the termination, novation or cancellation of each transaction under  any Specified Aleris Hedging Agreement, (i) cause all  Liens on  assets  of Aleris or  any of its  Subsidiaries securing the obligations thereunder to be released (other than Liens arising solely as  a result of the designation of any counterparty thereto as a “Secured Hedge Provider” in accordance  with the terms hereof), (ii) deliver to the Administrative Agent all documents and filings required  or reasonably requested by any Agent to evidence the release of such Liens, and (iii) cause any  collateral held by or on behalf of the counterparty to such transaction to promptly be returned to  the applicable Company and be pledged to secure the Secured Obligations to the extent required  under the Loan Documents on terms reasonably satisfactory to the Administrative Agent and the  Collateral Agent (except, in the case of this clause (iii), to the extent that such collateral is cash  that is otherwise applied to settle or net out amounts owing under such Hedging Agreement at the                                         204  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  time  of  such  termination,  novation  or  cancellation)  (the  requirements  under  this  clause  (e),  collectively, the “Aleris Hedging Collateral Requirements”).         (f)   No  later  than  the  date  that  is  10  Business  Days  after  the  commencmentcommencement  of  the  Specified  Brazilian  Expansion,  the  Designated  Company  shall  deliver  to  the  Administrative  Agent  written  notice  of  the  date  that  such  expansion  commenced.   Section 5.16 Designation of Subsidiaries.  The Designated Company may at any time after the  Closing Date designate any Restricted Subsidiary of the Designated Company as an Unrestricted  Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately  before  and  after  such  designation,  no  Default  shall  have  occurred  and  be  continuing,  (ii) immediately  after  giving  effect  to  such  designation,  the  Designated  Company  shall  be  in  compliance, on a Pro Forma Basis, with the Financial Performance Covenant (it being understood  that,  as  a  condition  precedent  to  the  effectiveness  of  any  such  designation,  the  Designated  Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting  forth in reasonable detail the calculations demonstrating such compliance), (iii) the Consolidated  Interest Coverage Ratio for the most recently ended four fiscal quarter period for which financial  statements have been delivered pursuant to Section 5.01(a) or (b) shall be greater than 2.00 to 1.00  on a Pro Forma Basis (it being understood that, as a condition precedent to the effectiveness of  any  such  designation,  the  Designated  Company  shall  deliver  to  the  Administrative  Agent  a  certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating  such  Consolidated  Interest  Coverage  Ratio),  (iv) no  Subsidiary  may  be  designated  as  an  Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary”  for the purpose of any of the Senior Notes, the Revolving Credit Agreement, any Additional Senior  Secured Indebtedness, any Junior Secured Indebtedness or any other Indebtedness, as applicable,  constituting Material Indebtedness, (v) no Restricted Subsidiary may be designated an Unrestricted  Subsidiary  if  it  was  previously  designated  an  Unrestricted  Subsidiary,  (vi)  if  a  Restricted  Subsidiary is being designated as an Unrestricted Subsidiary hereunderunder this Section 5.16, the  sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the  “Designation  Date”),  plus  (B)  the  aggregate  fair  market  value  of  assets  of  all  Unrestricted  Subsidiaries  designated  as  Unrestricted Subsidiaries  pursuant  to  this Section  5.16 prior  to  the  Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s  designation as an Unrestricted Subsidiary) shall not exceed $500,000,000 in the aggregate as of  such Designation Date pro forma for such designation, (vii) no Restricted Subsidiary shall be a  Subsidiary of an Unrestricted Subsidiary and (viii) no Co-Borrower (and no Person that directly  or indirectly owns any Equity Interests of a Co-Borrower) may be designated as an Unrestricted  Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary under this Section  5.16 after  the  Closing  Date  shall  constitute  an  Investment  by  the  Designated  Company  or  its  applicable Restricted Subsidiary therein at the date of designation in an amount equal to the fair  market  value  of  the  Designated  Company’s  or  such  Restricted  Subsidiary’s  (as  applicable)  investmentInvestment therein.  The  designation  of  any  Unrestricted  Subsidiary  as  a  Restricted  Subsidiary  shall  constitute  (i)  the  incurrence  at  the  time  of  designation  of  any  Investment,  Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment  by  the  Designated  Company  or  any  of  its  Restricted  Subsidiaries  in  Unrestricted  Subsidiaries  pursuant to the preceding sentence in an amount equal to the lesser of (x) the fair market value at                                        205  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  the  date  of  such  designation  of  the  Designated  Company’s  or  its  Restricted  Subsidiary’s  (as  applicable)  Investment  in  such  Subsidiary  and  (y) the  amount  of  Investments  made  by  the  Designated Company or its Restricted Subsidiaries in such Unrestricted Subsidiary from and after  the date of such Subsidiary was designated as an Unrestricted Subsidiary.                                    ARTICLE VI                                                                      NEGATIVE COVENANTS         Each Loan Party warrants, covenants and agrees with each Lender that, from and after the  Closing Date, so long as this Agreement shall remain in effect and until the Commitments have  been terminated and the principal of and interest on each Loan, all Fees and all other expenses or  amounts payable under any Loan Document have been paid in full, unless the Required Lenders  (and  such  other  Lenders  whose  consent  may  be  required  under Section 11.02)  shall  otherwise  consent in writing, no Loan Party will, nor will they cause or permit any Restricted Subsidiaries  to:   Section 6.01 Indebtedness.  Incur, create, assume or permit to exist, directly or indirectly, any  Indebtedness, except         (a)   Indebtedness incurred under this Agreement and the other Loan Documents;         (b)   (i) Indebtedness outstanding on the Closing Date and listed on Schedule 6.01(b)  and Permitted Refinancings thereof, and (ii) Indebtedness of Loan Parties under the Revolving  Credit  Loan  Documents  and  Permitted  Revolving  Credit  Facility  Refinancings  thereof  in  an  aggregate principal amount at any time outstanding not to exceed the Maximum Revolving Credit  Facility Amount;         (c)   Indebtedness of any Company under Hedging Agreements (including Contingent  Obligations  of  any  Company  with  respect  to  Hedging  Agreements  of  any  other  Company);  provided that if such Hedging Obligations relate to interest rates, (i) such Hedging Agreements  relate to payment obligations on Indebtedness otherwise permitted to be incurred by the Loan  Documents and (ii) the notional principal amount of such Hedging Agreements at the time incurred  does not exceed the principal amount of the Indebtedness to which such Hedging Agreements  relate;         (d)   Indebtedness  permitted  by Section  6.04(i) or (s),  any  other  Indebtedness  of  a  Restricted Subsidiary permitted by Section 6.04, and any Indebtedness of Holdings and Novelis  Europe  Holdings  Limited (and,  on  and  after  the  Specified  AV  Minerals  Joinder  Date,  AV  Minerals) permitted by Section 6.15;                                         206  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (e)   Indebtedness  of  any  Securitization  Entity  under  any  Qualified  Securitization  Transaction (i) that is without recourse to any Company (other than such Securitization Entity) or  any of their respective assets (other than pursuant to Standard Securitization Undertakings) and  (ii) that are negotiated in good faith at arm’s length; provided that no Default shall be outstanding  after giving effect thereto, and (A) with respect to any such Indebtedness of a Securitization Entity  that is organized in a Principal Jurisdiction, such transaction is a Permitted German Alternative  Financing, Permitted Customer Account Financing or a Permitted Novelis Switzerland Financing,  (B) with respect to any such Indebtedness of a Securitization Entity that is organized in a Non- Principal  Jurisdiction,  the  sum  of  (w)  the  aggregate  outstanding  principal  amount of  the  Indebtedness of all Securitization Entities that are organized in a Non-Principal Jurisdiction under  all Qualified Securitization Transactions under this Section 6.01(e), plus (x) the aggregate amount  of Indebtedness incurred by a Subsidiary that is organized in a Non-Principal Jurisdiction then  outstanding under Section 6.01(m), plus (y) the aggregate book value at the time of determination  of the then outstanding Receivables of a Company that is organized in a Non-Principal Jurisdiction  subject to a Permitted Factoring Facility pursuant to Section 6.06(e) at such time, plus (z) the  aggregate consideration received by a Company that is organized in a Non-Principal Jurisdiction  for  Asset  Sales  permitted  under Section  6.06(r) (net  of  amounts  paid  by  such  Company  to  repurchase the Inventory subject to such Asset Sales) (but in each case excluding any Permitted  German Alternative Financing, any Permitted Novelis Switzerland Financing and any Permitted  Customer  Account  Financing),  shall  not  exceed  the  greater  of  (x)  15%  of  Consolidated  Net  Tangible  Assets  and  (y)  $750,000,000,  and  (C)  with  respect  to  any  such  Indebtedness  of  a  Securitization  Entity  that  is  organized  in  a  Non-Loan  Party  Jurisdiction,  the  sum  of  (w)  the  aggregate outstanding principal amount of the Indebtedness of all Securitization Entities that are  organized in a Non-Loan Party Jurisdiction under all Qualified Securitization Transactions under  this Section 6.01(e), plus (x) the aggregate amount of Indebtedness incurred by a Subsidiary that  is organized in a Non-Loan Party Jurisdiction then outstanding under Section 6.01(m), plus (y) the  aggregate  book  value  at  the  time  of  determination  of  the  then  outstanding  Receivables  of  a  Company  that  is  organized  in  a  Non-Loan  Party  Jurisdiction  subject to  a  Permitted  Factoring  Facility pursuant to Section 6.06(e) at such time, plus (z) the aggregate consideration received by  a Company that is organized in a Non-Loan Party Jurisdiction for Asset Sales permitted under  Section 6.06(r) (net of amounts paid by such Company to repurchase the Inventory subject to such  Asset  Sales)  (but  in  each  case  excluding  any  Permitted  German  Alternative  Financing,  any  Permitted Novelis Switzerland Financing and any Permitted Customer Account Financing), shall  not exceed the greater of (x) 15% of Consolidated Net Tangible Assets and (y) $750,000,000;          (f)   Indebtedness  in  respect  of  Purchase  Money  Obligations  and  Capital  Lease  Obligations,  and  Permitted  Refinancings  thereof  (other  than  refinancings  funded  with  intercompany advances); provided that at the time such obligations are incurred, the outstanding  amount of Indebtedness incurred under this clause (f) shall not exceed the greater of (x) 10% of  Consolidated Net Tangible Assets and (y) $500,000,000;         (g)   Sale and Leaseback Transactions permitted under Section 6.03;                                         207  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (h)   Indebtedness  in  respect  of  bid,  performance  or  surety  bonds  or  obligations,  workers’ compensation claims, self-insurance obligations, financing of insurance premiums, and  bankers  acceptances  issued  for  the  account  of  the  Designated  Company  or  any  Restricted  Subsidiary,  in  each  case,  incurred  in  the  ordinary  course  of  business  (including  guarantees  or  obligations of the Designated Company or any Restricted Subsidiary with respect to letters of  credit supporting such bid, performance or surety bonds or obligations, workers’ compensation  claims, self-insurance obligations and bankers acceptances) (in each case other than Indebtedness  for borrowed money);         (i)   Contingent Obligations (i) of any Loan Party in respect of Indebtedness otherwise  permitted to be incurred by such Loan Party under this Section 6.01, (ii) of any Loan Party in  respect  of  Indebtedness  of  Restricted  Subsidiaries  that  are  not  Loan  Parties  or  are  Restricted  Grantors in an aggregate amount not exceeding the greater of (x) $100,000,000 and (y) 2.0% of  Consolidated Net Tangible Assets at any one time outstanding less all amounts paid with regard  to Contingent Obligations permitted pursuant to Section 6.04(a), and (iii) of any Company that is  not a Loan Party in respect of Indebtedness otherwise permitted to be incurred by such Company  under this Section 6.01;         (j)   Indebtedness arising from the honoring by a bank or other financial institution of a  check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn  against insufficient funds in the ordinary course of business; provided that such Indebtedness is  extinguished within five (5) Business Days of incurrence;         (k)   Indebtedness arising in connection with endorsement of instruments for deposit in  the ordinary course of business;         (l)   unsecured Indebtedness and Junior Secured Indebtedness not otherwise permitted  under this Section 6.01; provided, that (i) such Indebtedness has a final maturity date no earlier  than 180 days after the Latest Maturity Date, (ii) such Indebtedness has a Weighted Average Life  to Maturity equal to or greater than the Weighted Average Life to Maturity of the Term Loans with  the Latest Maturity Date, (iii) no Default is then continuing or would result therefrom, (iv) such  Indebtedness is incurred by a Loan Party and the persons that are (or are required to be) guarantors  under such Indebtedness do not consist of any persons other than those persons that are (or are  required to be) Loan Parties under and with respect to the Term Loans, (v) the terms of such  Indebtedness do not require any amortization, mandatory prepayment or redemption or repurchase  at  the option of the holder thereof (other than customary offers to  purchase upon a change of  control or asset sale) earlier than 180 days after the Latest Maturity Date, (vi) such Indebtedness  has terms and conditions (excluding pricing, premiums and subordination terms), when taken as a  whole, are not materially more restrictive or less favorable to the Companies and are not materially  less favorable to the Lenders, than the terms of  the Loan Documents (except with respect to terms  and conditions that are applicable only after the then Latest Maturity Date), (vii) in the case of any  such secured Indebtedness, the Liens securing such Indebtedness, if any, shall be subordinated to  the Liens securing the Secured Obligations on a junior “silent” basis in a manner satisfactory to  the Administrative Agent (provided that the terms of the Intercreditor Agreement as they relate to                                        208  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  subordination  are  hereby  acknowledged  as  being  satisfactory)  (and  the  holders  of  such  Indebtedness shall not have any rights with respect to exercising remedies pursuant to such Liens)  and such Liens shall only be on assets that constitute Collateral, (viii) in the case of any such  secured Indebtedness, the security agreements relating to such Indebtedness (together with the  Intercreditor Agreement) reflect the Junior Lien nature of the security interests and are otherwise  substantially the same as the applicable Security Documents (with differences as are reasonably  satisfactory to the Administrative Agent), (ix) in the case of any such secured Indebtedness, such  Indebtedness and the holders thereof or the Senior Representative thereunder shall be subject to  the  Intercreditor  Agreement  and  the  Liens  securing  such  Indebtedness  shall  be  subject  to  the  Intercreditor Agreement, and (x) after giving effect to the incurrence of such Indebtedness and to  the consummation of any Permitted Acquisition or other Investment or application of funds made  with the proceeds of such incurrence on a Pro Forma Basis, (A) the Consolidated Interest Coverage  Ratio at such date shall be greater than 2.0 to 1.0; and (B) with respect to any such Junior Secured  Indebtedness,  the Secured Net  Leverage Ratio, determined on a Pro  Forma Basis, shall be no  greater than 5.00 to 1.00 (which shall be evidenced by a certificate from the chief financial officer  of  the  Designated  Company  demonstrating  such  compliance  calculation  in  reasonable  detail);  provided, further that delivery to the Administrative Agent at least five Business Days prior to the  incurrence  of  such  Indebtedness  of  an  Officers’  Certificate  of  a  Responsible  Officer  of  the  Designated Company (together with a reasonably detailed description of the material terms and  conditions of such Indebtedness or drafts of the documentation relating thereto) certifying that the  Designated  Company  has  determined  in  good  faith  that  such  terms  and  conditions  satisfy  the  foregoing requirements shall be conclusive evidence that such terms and conditions satisfy such  requirement unless the Administrative Agent notifies the Designated Company within such five  Business Day period that it disagrees with such determination (including a reasonable description  of the basis upon which it disagrees);         (m)   Indebtedness  consisting  of  working  capital  facilities,  lines  of  credit  or  cash  management arrangements for Restricted Subsidiaries and Contingent Obligations of Restricted  Subsidiaries in respect thereof; provided that no Default shall be outstanding, on a Pro Forma  Basis, after giving effect thereto and (A) with respect to any such Indebtedness of a Restricted  Subsidiary that is organized in a Principal Jurisdiction, such transaction is a Permitted German  Alternative Financing, (B) with respect to any such Indebtedness of a Company that is organized  in a Non-Principal Jurisdiction, the sum of (w) the aggregate outstanding principal amount of the  Indebtedness of all Securitization Entities that are organized in a Non-Principal Jurisdiction under  all Qualified Securitization Transactions under Section 6.01(e), plus (x) the aggregate amount of  Indebtedness  incurred  by  a  Subsidiary  that  is  organized  in  a  Non-Principal  Jurisdiction  then  outstanding  under  this Section  6.01(m), plus (y)  the  aggregate  book  value  at  the  time  of  determination  of  the  then  outstanding  Receivables  of  a  Company  that  is  organized  in  a  Non- Principal Jurisdiction subject to a Permitted Factoring Facility pursuant to Section 6.06(e) at such  time, plus (z) the aggregate consideration received by a Company that is organized in a Non- Principal Jurisdiction for Asset Sales permitted under Section 6.06(r) (net of amounts paid by such  Company to repurchase the Inventory subject to such Asset Sales) (but in each case excluding any  Permitted German Alternative Financing, any Permitted Novelis Switzerland Financing and any  Permitted Customer Account Financing), shall not exceed the greater of (x) 15% of Consolidated  Net  Tangible  Assets  and  (y)  $750,000,000,  (C)  with  respect  to  any  such  Indebtedness  of  a  Company  that  is  organized  in  a  Non-Loan  Party  Jurisdiction,  the  sum  of  (w) the  aggregate                                        209  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  outstanding principal amount of the Indebtedness of all Securitization Entities that are organized  in a Non-Loan Party Jurisdiction under all Qualified Securitization Transactions under Section  6.01(e), plus (x) the aggregate amount of Indebtedness incurred by a Subsidiary that is organized  in  a  Non-Loan  Party  Jurisdiction  then  outstanding  under  this Section 6.01(m), plus (y)  the  aggregate  book  value  at  the  time  of  determination  of  the  then  outstanding  Receivables  of  a  Company  that  is  organized  in  a  Non-Loan  Party  Jurisdiction  subject  to  a  Permitted  Factoring  Facility pursuant to Section 6.06(e) at such time, plus (z) the aggregate consideration received by  a Company that is organized in a Non-Loan Party Jurisdiction for Asset Sales permitted under  Section 6.06(r) (net of amounts paid by such Company to repurchase the Inventory subject to such  Asset  Sales)  (but  in  each  case  excluding  any  Permitted  German  Alternative  Financing,  any  Permitted Novelis Switzerland Financing and any Permitted Customer Account Financing), shall  not exceed the greater of (x) 15% of Consolidated Net Tangible Assets and (y) $750,000,000, and  (D) with respect to such Indebtedness (x) of a Restricted Subsidiary organized under the laws of  Germany,  Contingent  Obligations  with  respect  thereto  shall  be  limited  to  other  Restricted  Subsidiaries organized under the laws of Germany, Switzerland (if such Indebtedness is incurred  together with a Permitted Novelis Switzerland Financing) or any Non-Principal Jurisdiction, (y)  of a Restricted Subsidiary organized in a Non-Principal Jurisdiction, Contingent Obligations with  respect  thereto  shall  be  limited  to  other  Restricted  Subsidiaries  organized  in  a  Non-Principal  Jurisdiction  and  (z)  of  a  Restricted  Subsidiary  organized  in  a  Non-Loan  Party  Jurisdiction,  Contingent  Obligations  with  respect  thereto  shall  be  limited  to  other  Restricted  Subsidiaries  organized in a Non-Loan Party Jurisdiction;          (n)   Indebtedness in respect of indemnification obligations or obligations in respect of  purchase price adjustments or similar obligations incurred or assumed by the Loan Parties and  their  Subsidiaries  in  connection with  (i)  an  Asset  Sale  or  sale  of  Equity  Interests  otherwise  permitted under this Agreement and (ii) Permitted Acquisitions or other Investments permitted  under this Section 6.04;         (o)   unsecured  guaranties  in  the  ordinary  course  of  business  of  any  person  of the  obligations of suppliers, customers, lessors or licensees;          (p)   Indebtedness of NKL arising under letters of credit issued in the ordinary course of  business;          (q)   (i)  Indebtedness  of  any  person  existing  at  the  time  such  person  is  acquired  in  connection with a Permitted Acquisition or any other Investment permitted under Section 6.04;  provided that such Indebtedness is not incurred in connection with or in contemplation of such  Permitted Acquisition or other Investment and is not secured by Accounts or Inventory of any  Company organized in a Principal Jurisdiction or the proceeds thereof, and at the time of such  Permitted  Acquisition  or  other  Investment,  no  Event  of  Default  shall  have  occurred  and  be  continuing, and (ii) Permitted Refinancings of such Indebtedness, in an aggregate amount, for all  such Indebtedness permitted under this clause (q), not to exceed at any time outstanding an amount  equal to the sum of (x) the greater of (1) $200,000,000 and (2) 4% of Consolidated Net Tangible  Assets and (y) an additional unlimited amount so long as, on a Pro Forma Basis after giving effect                                        210  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  to the incurrence of such Indebtedness, the Consolidated Interest Coverage Ratio shall be greater  than 2.0 to 1.0;          (r)   Indebtedness in respect of treasury, depositary and cash management services or  automated clearinghouse transfer of funds (including the Cash Pooling Arrangements and other  pooled account arrangements and netting arrangements and commercial credit card and merchant  card services and other bank products or services) in the ordinary course of business, in each case,  arising under the terms of customary agreements with any bank;          (s)   Permitted Holdings Indebtedness;         (t)   Indebtedness constituting the Senior Notes in an aggregate principal amount not to  exceed $2,650,000,0003,100,000,000, and Permitted Refinancings thereof (including successive  Permitted Refinancings of Indebtedness incurred as a Permitted Refinancing under this clause (t));          (u)   Indebtedness of any Loan Party under one or more series of senior secured notes  under one or more indentures, provided that (i) such Indebtedness has a final maturity date that is  no earlier than the Latest Maturity Date, (ii) such Indebtedness has a Weighted Average Life to  Maturity equal to or greater than the Weighted Average Life to Maturity of the Term Loans with  the Latest Maturity Date, (iii) no Default is then continuing or would result therefrom, (iv) such  Indebtedness is incurred by a Loan Party and the persons that are (or are required to be) guarantors  under such Indebtedness do not consist of any persons other than those persons that are (or are  required  to  be)  Loan  Parties  under  or  in  respect  to  the  Term  Loans,  (v)  the  terms  of  such  Indebtedness do not require any amortization, mandatory prepayment or redemption or repurchase  at the option of the holders thereof (other than customary asset sale or change of control provisions,  which asset sale provisions may require the application of proceeds of asset sales and casualty  events co-extensive with those set forth in Section 2.10(c) or (e), as applicable, to make mandatory  prepayments or prepayment offers out of such proceeds on a pari passu basis with the Secured  Obligations, all Permitted First Priority Refinancing Debt and all other Additional Senior Secured  Indebtedness)  earlier  than  the  Latest  Maturity  Date,  (vi)  such  Indebtedness  has  terms  and  conditions (excluding pricing and premiums), when taken as a whole, that are not materially more  restrictive  or  less  favorable  to  the  Companies  and  the  Lenders  than  the  terms  of   the  Loan  Documents (except with respect to terms and conditions that are applicable only after the then  Latest Maturity Date), (vii) the Liens securing such Indebtedness shall be pari passu with the Liens  securing the Secured Obligations (other than with respect to control of remedies) and such Liens  shall only be on assets that constitute Collateral, (viii) the security agreements relating to such  Indebtedness shall be substantially the same as the Security Documents (with such differences as  are reasonably satisfactory to the Administrative Agent), (ix) such Indebtedness and the holders  thereof or the Senior Representative thereunder shall be subject to the Intercreditor Agreement and  the Liens securing such Indebtedness shall be subject to the Intercreditor Agreement, and (x) after  giving effect to the incurrence of such Indebtedness and to the consummation of any Permitted  Acquisition or other Investment or application of funds made with the proceeds of such incurrence  on a Pro Forma Basis, the Senior Secured Net Leverage Ratio at such date shall be not greater than  3.0 to 1.0 (provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of the                                        211  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  incurrence of such Indebtedness shall be excluded from Unrestricted Cash); provided, further that  delivery to the Administrative Agent at least five Business Days prior to the incurrence of such  Indebtedness  of  an  Officers’  Certificate  of  a  Responsible  Officer  of  the  Designated  Company  (together  with  a  reasonably  detailed  description  of  the  material  terms  and  conditions  of  such  Indebtedness  or  drafts  of  the  documentation  relating  thereto)  certifying  that  the  Designated  Company  has  determined  in  good  faith  that  such  terms  and  conditions  satisfy  the  foregoing  requirements shall be conclusive evidence that such terms and conditions satisfy such requirement  unless the Administrative Agent notifies the Designated Company within such five Business Day  period that it disagrees with such determination (including a reasonable description of the basis  upon which it disagrees);          (v)   Permitted  Unsecured  Refinancing  Debt  and  any  Permitted  Refinancing  thereof  (including successive Permitted Refinancings of Indebtedness incurred as a Permitted Refinancing  under this clause (v));         (w)   Permitted  First  Priority Refinancing  Debt  and  Permitted  Second  Priority  Refinancing  Debt,  and  any  Permitted  Refinancings  thereof  (including  successive  Permitted  Refinancings of Indebtedness incurred as a Permitted Refinancing under this clause (w));          (x)   obligations  of  the  Designated  Company  or  any  of  its  Restricted  Subsidiaries  to  reimburse or refund deposits posted by customers pursuant to forward sale agreements entered into  by the Designated Company or such Restricted Subsidiary in the ordinary course of business;          (y)   unsecured  Indebtedness  not  otherwise  permitted  under  this Section  6.01 in  an  aggregate  principal  amount  not  to  exceed  the  greater  of  (x)  $500,000,000  and  (y)  10%  of  Consolidated Net Tangible Assets at any time outstanding;          (z)   (i) unsecured Indebtedness in respect of obligations of the Designated Company or  any  Restricted  Subsidiary  to  pay  the  deferred  purchase  price  of  goods  or  services  or  progress  payments in connection with such goods and services; provided that such obligations are incurred  in connection with open accounts extended by suppliers on customary trade terms in the ordinary  course of business and not in connection with the borrowing of money or any Hedging Agreements  and (ii) unsecured indebtedness in respect of intercompany obligations of the Designated Company  or any Restricted Subsidiary in respect of accounts payable incurred in connection with goods sold  or services rendered in the ordinary course of business and not in connection with the borrowing  of money;         (aa)  Indebtedness  representing  deferred  compensation  or  similar  arrangements  to  employees, consultants or independent contractors of the Designated Company (or its direct or  indirect  parent)  and  its  Restricted  Subsidiaries  incurred  in  the  ordinary  course  of  business  or  otherwise  incurred  in connection  with  the  Transactions  or  any  Permitted  Acquisition  or  other  Investment permitted under Section 6.04;                                         212  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (bb)  Indebtedness consisting of promissory notes issued to current or former officers,  managers,  consultants,  directors  and  employees  (or  respective  spouses,  former  spouses,  successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or  redemption  of capital  stock of the Designated Company or  any of its  direct  or indirect  parent  companies permitted by Section 6.08(j);          (cc)  Indebtedness pursuant to industrial revenue bond, direct government loan or similar  programs in an aggregate principal amount not to exceed the greater of (x) $150,000,000 and (y)  3% of Consolidated Net Tangible Assets at any time outstanding;          (dd)  Indebtedness  of  Loan  Parties  under  any  Third  Lien  Credit  Agreement  and  any  Permitted  Refinancing  thereof  (including  successive  Permitted  Refinancings  of  Indebtedness  incurred as a Permitted Refinancing under this clause (dd));         (ee)  Permitted Short Term Indebtedness; and         (ff)  Surviving Aleris Debt and Indebtedness of one or more Companies organized under  the laws or the People’s Republic of China and, in each case, Permitted Refinancings thereof;  provided that (i) the obligations in respect of the foregoing shall not be secured by any assets of,  and shall not be guaranteed by, any Person, other than the assets of, and guarantees by, one or  more Companies organized under the laws of the People’s Republic of China that is not a Loan  Party,  and  (ii)  the aggregate  principal  amount  of  Indebtedness  and  undrawn  commitments  thereunder shall not exceed $300,000,000 at any time outstanding.   Notwithstanding  anything  to  the  contrary  contained  in  this Section  6.01,  accrual  of  interest,  accretion or amortization of original issue discount and the payment of interest in the form of  additional Indebtedness will be deemed not to be an incurrence of Indebtedness for purposes of  this covenant (but shall, for the avoidance of doubt, be deemed to be Indebtedness for the purposes  of calculating any financial ratio, including the Consolidated Interest Coverage Ratio, the Total  Net Leverage Ratio, the Secured Net Leverage Ratio or the Senior Secured Net Leverage Ratio,  whether calculated under this Section 6.01 or elsewhere in this Agreement).   Section 6.02 Liens.  Create, incur, assume or permit to exist, directly or indirectly, any Lien on  any property now owned or hereafter acquired by it or on any income or revenues or rights in  respect of any thereof, except the following (collectively, the “Permitted Liens”):         (a)   (i) inchoate Liens for Taxes not yet due and payable or delinquent and (ii) Liens for  Taxes which are due and payable and are being contested in good faith by appropriate proceedings  diligently conducted and for which adequate reserves have been provided on the books of the  appropriate Company in accordance with US GAAP;                                         213  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (b)   Liens in respect of property of any Company imposed by Requirements of Law,  which  were  incurred  in  the  ordinary  course  of  business  and  do  not  secure  Indebtedness  for  borrowed  money,  such  as  carriers’,  warehousemen’s,  materialmen’s,  landlords’,  workmen’s,  suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course  of business, and (i) which do not in the aggregate materially detract from the value of the property  of the Companies, taken as a whole, and do not materially impair the use thereof in the operation  of the business of the Companies, taken as a whole, and (ii) which, if they secure obligations that  are then due and unpaid for more than 30 days, are being contested in good faith by appropriate  proceedings  diligently  conducted  and  for  which  adequate  reserves  have  been  provided  on  the  books of the appropriate Company in accordance with US GAAP;         (c)   any Lien in existence on the Closing Date and set forth on Schedule 6.02(c) that  does not attach to the Accounts and Inventory of any Co-Borrower and any Lien granted as a  replacement,  renewal  or  substitution  therefor; provided that  any  such  replacement,  renewal  or  substitute Lien (i) does not secure an aggregate amount of Indebtedness, if any, greater than that  secured on the Closing Date (including undrawn commitments thereunder in effect on the Closing  Date, accrued and unpaid interest thereon and fees and premiums payable in connection with a  Permitted Refinancing of the Indebtedness secured by such Lien) and (ii) does not encumber any  property other than the property subject thereto on the Closing Date (any such Lien, an “Existing  Lien”);         (d)   easements, rights-of-way, restrictions (including zoning restrictions), reservations  (including pursuant to any original grant of any Real Property from the applicable Governmental  Authority),  covenants,  licenses,  encroachments,  protrusions  and  other  similar  charges  or  encumbrances, and minor title deficiencies or irregularities on or with respect to any Real Property,  in each case whether now or hereafter in existence, not (i) securing Indebtedness for borrowed  money or (ii) individually or in the aggregate materially interfering with the ordinary conduct of  the business of the Companies at such Real Property;         (e)   Liens arising out of judgments, attachments or awards not resulting in an Event of  Default that are being contested in good faith by appropriate proceedings diligently conducted and  for which  adequate reserves  have been provided on the books  of the appropriate Company in  accordance with US GAAP;         (f)   Liens (other than any Lien imposed by ERISA) (x) imposed by Requirements of  Law or deposits made in connection therewith in the ordinary course of business in connection  with  workers’  compensation,  unemployment  insurance  and  other  types  of  social  security  legislation, (y) incurred in the ordinary course of business to secure the performance of tenders,  statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory  bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds  and other similar obligations (exclusive of obligations for the payment of borrowed money) or  (z) arising by virtue of deposits made in the ordinary course of business to secure liability for  premiums to insurance carriers; provided that (i) with respect to clauses (x), (y) and (z) of this  paragraph (f), such Liens are for amounts not yet due and payable or delinquent or, to the extent                                        214  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  such  amounts  are  so  due  and  payable,  such  amounts  are  being  contested  in  good  faith  by  appropriate  proceedings  diligently  conducted  and  for  which  adequate  reserves  have  been  established on the books of the appropriate Company in accordance with US GAAP, and (ii) to  the extent such  Liens  are not  imposed by Requirements  of  Law, such  Liens  shall in  no event  encumber  any  property  other  than  cash  and  Cash  Equivalents  and,  with  respect  to  clause  (y),  property relating to the performance of obligations secured by such bonds or instruments;         (g)   (i) Leases, subleases or licenses of the properties of any Company granted to other  persons which do not, individually or in the aggregate, interfere in any material respect with the  ordinary conduct of the business of any Company and (ii) interests or title of a lessor, sublessor,  licensor or sublicensor or Lien securing a lessor’s, sublessor’s, licensor’s or sublicensor’s interest  in any lease or license not prohibited by this Agreement;         (h)   Liens arising out of conditional sale, hire purchase, title retention, consignment or  similar arrangements for the sale of goods entered into by any Company in the ordinary course of  business;         (i)   Liens  securing  Indebtedness  incurred  pursuant  to Section  6.01(f) or  Section 6.01(g); provided that any such Liens attach only to the property being financed pursuant  to such Indebtedness and any proceeds of such property and do not encumber any other property  of any Company (other than pursuant to customary cross-collateralization provisions with respect  to other property of a Company that also secure Indebtedness owed to the same financing party or  its Affiliates that is permitted under Section 6.01(f), Section 6.01(g) or Section 6.01(cc));         (j)   bankers’ Liens, rights of setoff and other similar Liens existing solely with respect  to cash and Cash Equivalents on deposit in one or more accounts maintained by any Company, in  each case granted in the ordinary course of business in favor of the bank or banks with which such  accounts are maintained, securing amounts owing to such bank with respect to treasury, depositary  and cash management services or automated clearinghouse transfer of funds (including pooled  account arrangements and netting arrangements or claims against any clearing agent or custodian  with respect thereto); provided that, unless such Liens are non-consensual and arise by operation  of law, in no case shall any such Liens secure (either directly or indirectly) the repayment of any  other Indebtedness;         (k)   (i)  Liens  granted  pursuant  to  the  Loan  Documents  to  secure  the  Secured  Obligations,  (ii)  pursuant  to  the  Revolving  Credit  Security  Documents  to  secure  the  “Secured  Obligations” (as defined in the Revolving Credit Agreement) and any Permitted Revolving Credit  Facility Refinancings thereof, (iii) pursuant to the Third Lien Security Documents to secure the  “Secured  Obligations”  (as  defined  in  the  Third  Lien  Credit  Agreement)  and  any  Permitted  Refinancing thereof, (iv) Liens securing Permitted First Priority Refinancing Debt and Permitted  Second Priority Refinancing Debt, (v)  Liens securing Additional Senior Secured Indebtedness  that are pari passu with the Liens securing the Secured Obligations and subject to the terms of the  Intercreditor Agreement and (vi) Liens securing Junior Secured Indebtedness that are subordinated                                        215  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  to  the  Liens  securing  the  Secured  Obligations  and  subject  to  the  terms  of  the  Intercreditor  Agreement;         (l)   licenses of Intellectual Property granted by any Company in the ordinary course of  business andor pursuant to the U.S. Hold Separate Order, a U.S. Hold Separate Agreement or a  Belgian Purchase Document and, in each case, not interfering in any material respect with the  ordinary conduct of business of the Companies;         (m)   the  filing  of  UCC  or  PPSA  financing  statements  (or  the  equivalent  in  other  jurisdictions)  solely  as  a  precautionary  measure  in  connection  with  operating  leases  or  consignment of goods;         (n)   (x) Liens on property of Excluded Subsidiaries securing Indebtedness of Excluded  Subsidiaries permitted by Section 6.01(m), (y) Liens on property of Restricted Subsidiaries that  are organized in a Principal Jurisdiction consisting of Revolving Credit Priority Collateral and  Hedging Agreements related to the value of such Revolving Credit Priority Collateral securing  Indebtedness  of  such  Restricted  Subsidiaries  permitted  by Section  6.01(m) and  (z)  Liens  on  property of NKL securing Indebtedness permitted by Section 6.01(p);          (o)   Liens securing the refinancing of any Indebtedness secured by any Lien permitted  by clauses (c), (i), (k) or (r) of this Section 6.02 or this clause (o) without any change in the assets  subject to such Lien and to the extent such refinanced Indebtedness is permitted by Section 6.01;         (p)   to the extent constituting a Lien, the existence of an “equal and ratable” clause in  the Senior Note Documents (and any Permitted Refinancings thereof) and other debt securities  issued by a Loan Party that are permitted under Section 6.01 (but, in each case, not any security  interests granted pursuant thereto);          (q)   Liens in  favor of customs  and revenue authorities arising  as  a matter of law to  secure payment of customs duties in connection with the importation of goods in the ordinary  course of business;         (r)   Liens on assets acquired in a Permitted Acquisition or other Acquisitions permitted  under Section 6.04 or on property of a person existing at the time such person is acquired or merged  with or into or amalgamated or consolidated with any Company to the extent permitted hereunder  or such assets are acquired (and not created in anticipation or contemplation thereof); provided  that (i) such Liens do not extend to property not subject to such Liens at the time of acquisition  (other  than  improvements  thereon  and  proceeds  thereof)  and  are  no  more  favorable  to  the  lienholders  than  such  existing  Lien  and  (ii)  (x)  such  Liens  secure  obligations  in  respect  of  Indebtedness permitted under Section 6.01(ff), so long as such Liens do not extend to any assets  of any Person other than the assets of one or more Companies organized under the laws of the                                        216  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  People’s Republic of China that is not a Loan Party, or (y) the aggregate principal amount of  Indebtedness secured by such Liens does not exceed the greater of (1) $200,000,000 and (2) 4%  of Consolidated Net Tangible Assets at any time outstanding;         (s)   any encumbrance or restriction (including put and call agreements) solely in respect  of the Equity Interests of any Joint Venture or Joint Venture Subsidiary that is not a Loan Party,  contained in such Joint Venture’s or Joint Venture Subsidiary’s Organizational Documents or the  joint  venture  agreement  or  stockholders  agreement  in  respect  of  such  Joint  Venture  or  Joint  Venture Subsidiary;         (t)   (A) Liens granted in connection with Indebtedness permitted under Section 6.01(e)  that are limited in each case to the Securitization Assets transferred or assigned pursuant to the  related Qualified Securitization Transaction and (B) Liens granted in connection with a Permitted  Factoring Facility pursuant to Section 6.06(e) that are limited in each case to precautionary Liens  on the Receivables sold, transferred or disposed of pursuant to such transaction, and Liens on the  other Factoring Assets with respect thereto;          (u)   Liens not otherwise permitted by this Section 6.02 securing liabilities not in excess  of the greater of (x) $100,000,000 and (y) 2% of Consolidated Net Tangible Assets in the aggregate  at any time outstanding;         (v)   to the extent constituting Liens, rights under purchase and sale agreements with  respect  to  Equity  Interests  or other assets  permitted to  be sold  in  Asset Sales permitted under  Section 6.06;          (w)   Liens securing obligations owing to the Loan Parties so long as such obligations  and  Liens,  where  owing  by  or  on  assets  of  Loan  Parties,  are  subordinated  to  the  Secured  Obligations and to the Secured Parties’ Liens on the Collateral in a manner satisfactory to the  Administrative Agent;          (x)   Liens  created,  arising  or  securing  obligations  under  the  Receivables  Purchase  Agreements;          (y)   Liens on deposits provided by customers or suppliers in favor of such customers or  suppliers securing the obligations of the Designated Company or its Restricted Subsidiaries to  refund deposits posted by customers or suppliers pursuant to forward sale agreements entered into  by the Designated Company or its Restricted Subsidiaries in the ordinary course of business;          (z)   Liens on cash advances in favor of the seller of any property to be acquired in an  Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such  Investment;                                         217  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (aa)  the pledge of Qualified Capital Stock of any Unrestricted Subsidiary;         (bb)  Liens  in  favor  of  any  underwriter,  depositary  or  stock  exchange  on  the  Equity  Interests in NKL or its direct parents, 4260848 Canada Inc., 4260856 Canada Inc. and 8018227  Canada Inc. and any securities accounts in which such Equity Interests are held in connection with  any  listing  or  offering  of  Equity  Interests  in  NKL,  to  the  extent  required  by  applicable  Requirements of Law or stock exchange requirements (and not securing Indebtedness);         (cc)  (i) Liens that are contractual rights of set-off (A) relating to the establishment of  depository relations with banks, (B) relating to pooled deposit or sweep accounts of any Company  to  permit  satisfaction of overdraft or similar obligations  and other cash  management activities  incurred in the ordinary course of business of the Companies or (C) relating to purchase orders  and other similar agreements entered into with customers of the Companies in the ordinary course  of business, (ii) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial  Code on items in the course of collection, (iii) Liens encumbering reasonable customary initial  deposits and, to the extent required by applicable law, margin deposits, in each case attaching to  commodity  trading  accounts  or  other  brokerage  accounts  incurred  in  the  ordinary  course  of  business  and  (iv)  Liens  in  favor  of  banking  institutions,  securities  intermediaries  and  clearing  agents (including the right of set-off) and which are within the general parameters customary in  the banking industry and not granted in connection with the incurrence of Indebtedness;          (dd)  (i) Cash collateral securing Indebtedness incurred pursuant to Section 6.01(h) and  (ii) commencing on the Aleris Acquisition Closing Date and ending on the date that is 180 days  after  such  date,  cash  collateral  securing  obligations  under  the  Specified  Aleris  Hedging  Agreements; and         (ee)  Liens securing Indebtedness incurred pursuant to Section 6.01(cc); provided that  any such Liens attach only to the property being financed pursuant to such Indebtedness and any  proceeds of such property and do not encumber any other property of any Company (other than  pursuant  to  customary cross-collateralization  provisions  with  respect  to  other  property  of  a  Company that also secure Indebtedness owed to the same financing party or its Affiliates that is  permitted under Section 6.01(f), Section 6.01(g), or Section 6.01(cc)); and         (ff)  solely to the extent that the Designated Belgian Escrow Funds are required to be  deposited  in  the  Designated  Belgian  Escrow  Account  pursuant  to  the  Belgian  Purchase  Documents, Liens on the Designated Belgian Escrow Account and the Designated Belgian Escrow  Funds pursuant to the Designated Belgian Escrow Agreement;   provided, however, that notwithstanding any of the foregoing, no consensual Liens (other than  Liens permitted under clauses (s), (v) and (bb) above, in the case of Securities Collateral or Chinese  Subsidiary Equity Interests) shall be permitted to exist, directly or indirectly, on any Securities  Collateral or any Chinese Subsidiary Equity Interests, other than Liens granted pursuant to the                                        218  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  applicable Security Documents and, so long as such Lien is also granted pursuant to the applicable  Security  Documents,  the  Revolving  Credit  Security  Documents,  the  Third  Lien  Security  Documents  or  any  agreement,  document  or  instrument  pursuant  to  which  any  Lien  is  granted  securing  any  Additional  Secured  Indebtedness,  Permitted  First  Priority  Refinancing  Debt,  Permitted Second Priority Refinancing Debt or Junior Secured Indebtedness.   Any reference in this Agreement or any of the other Loan Documents to a Lien permitted by this  Agreement is not intended to subordinate or postpone, and shall not be interpreted as subordinating  or postponing, or as any agreement to subordinate or postpone, any Lien created by any of the  Loan Documents to any Lien permitted hereunder.   Section 6.03 Sale  and  Leaseback  Transactions.   Enter  into  any  arrangement,  directly  or  indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or  useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such  property or other property which it intends to use for substantially the same purpose or purposes  as the property being sold or transferred (a “Sale and Leaseback Transaction”) unless (i) the sale  of such property is permitted by Section 6.06, (ii) any Liens arising in connection with its use of  such property are permitted by Section 6.02 and (iii) after giving effect to such Sale and Leaseback  Transaction,  the  aggregate  fair  market  value  of  all  properties  covered  by  Sale  and  Leaseback  Transactions entered into would not exceed (A) in the case of a Sale and Leaseback Transaction  constituting Indebtedness incurred pursuant to Section 6.01(cc), the greater of (x) $150,000,000  and (y) 3% of Consolidated Net Tangible Assets at any time and (B) in the case of all other Sale  and  Leaseback Transactions,  the  greater of  (x) $250,000,000 and (y) 5% of Consolidated Net  Tangible Assets.   Section 6.04 Investments, Loan and Advances.  Directly or indirectly, lend money or credit  (by way of guarantee or otherwise) or make advances to any person, or purchase or acquire any  stock, bonds, notes, debentures or other obligations or securities of, or any other ownership interest  in, or make any capital contribution to, any other person, or purchase or otherwise acquire (in one  transaction or a series of transactions) all or substantially all of the property and assets or business  of any other person or assets constituting a business unit, line of business or division of any other  person, or purchase or own a futures contract or otherwise become liable for the purchase or sale  of currency or other commodities at a future date in the nature of a futures contract (all of the  foregoing, collectively, “Investments”; it being understood that (x) the amount of any Investment  shall be the amount actually invested, without adjustment for subsequent increases or decreases in  the value of such Investment and when determining the amount of an Investment that remains  outstanding,  the  last  paragraph  of  this Section  6.04 shall  apply,  (y)  in  the  event  a  Restricted  Subsidiary ceases to be a Restricted Subsidiary as a result of being designated an Unrestricted  Subsidiary,  the  Designated  Company  will  be  deemed  to  have  made  an  Investment  in  such  Unrestricted Subsidiary as of the date of such designation, as provided in Section 5.16 and (z) in  the event a Restricted Subsidiary ceases to be a Restricted Subsidiary as a result of an Asset Sale  or similar transaction, and the Designated Company and its Restricted Subsidiaries continue to  own Equity Interests in such Restricted Subsidiary, the Designated Company will be deemed, at  the time of such transaction and after giving effect thereto, to have made an Investment in such  Person equal to the fair market value of the Designated Company’s and its Restricted Subsidiaries’  Investments in such Person at such time), except that the following shall be permitted:                                          219  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






          (a)   Investments  consisting  of  unsecured  guaranties  by  Loan  Parties  of,  or  other  unsecured  Contingent  Obligations  with  respect  to,  operating  payments  not  constituting  Indebtedness for borrowed money incurred by Restricted Subsidiaries that are not Loan Parties or  that are Restricted Grantors, in the ordinary course of business, that, to the extent paid by such  Loan Party, shall not exceed an aggregate amount equal to the greater of (x) $100,000,000 and  (y) 2% of Consolidated Net Tangible Assets less the amount of Contingent Obligations by Loan  Parties in respect of Companies that are not Loan Parties or that are Restricted Grantors permitted  pursuant to Section 6.01(i)(ii);         (b)   Investments outstanding on the Closing Date and identified on Schedule 6.04(b);          (c)   the Companies may (i) acquire and hold accounts receivable owing to any of them  if  created  or  acquired  in  the  ordinary  course  of  business  or  in  connection  with  a  Permitted  Acquisition or other Acquisition permitted under Section 6.04, (ii) invest in, acquire and hold cash  and  Cash  Equivalents,  (iii) endorse  negotiable  instruments  held  for  collection  in  the  ordinary  course of business or (iv) make lease, utility and other similar deposits in the ordinary course of  business;         (d)   Investments of Securitization Assets in Securitization Entities in connection with  Qualified Securitization Transactions permitted by Section 6.01(e);          (e)   the Loan Parties and their Restricted Subsidiaries may make loans and advances  (including payroll, travel and entertainment related advances) in the ordinary course of business  to their respective employees (other than any loans or advances to any director or executive officer  (or equivalent thereof) that would be in violation of Section 402 of the Sarbanes-Oxley Act) so  long as the aggregate principal amount thereof at any time outstanding (determined without regard  to any write-downs or write-offs of such loans and advances) shall not exceed (when aggregated  with loans and advances outstanding pursuant to clause (h) below) $15,000,000;         (f)   any  Company  may  enter  into  Hedging  Agreements  (including  Contingent  Obligations of any Company with respect to Hedging Obligations of any other Company) to the  extent permitted by Section 6.01(c);         (g)   Investments  made  by  any  Company  as  a  result  of  consideration  received  in  connection  with  an  Asset  Sale  made  in  compliance  with Section  6.06; provided,  that  if  such  Investment or Asset Sale involves a Transferred Aleris Foreign Subsidiary, such transaction shall  comply with the requirements set forth in the definition of Permitted Aleris Foreign Subsidiary  Transfer;         (h)   loans and advances to directors, employees and officers of the Loan Parties and  their Restricted Subsidiaries for bona fide business purposes, in aggregate amount not to exceed                                        220  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  (when aggregated with loans and advances outstanding pursuant to clause (e) above) $15,000,000  at any time outstanding; provided that no loans in violation of Section 402 of the Sarbanes-Oxley  Act shall be permitted hereunder;         (i)   Investments (i) by any Company in any other Company outstanding on the Closing  Date, (ii) by any Company in any Unrestricted Grantor, (iii) by any Restricted Grantor in any other  Restricted Grantor, (iv) by an Unrestricted Grantor in any Restricted Grantor so long as, on a Pro  Forma Basis after giving effect to and at the time of such Investment, the Consolidated Interest  Coverage Ratio shall be greater than 2.0 to 1.0, (v) by any Loan Party in any Company that is not  a Loan Party in an aggregate amount not to exceed the greater of (x) 15% of Consolidated Net  Tangible Assets and (y) $750,000,000, and (vi) by any Company that is not a Loan Party in any  other Company; provided that any such Investment in the form of a loan or advance to any Loan  Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the  Administrative Agent and, in the case of a loan or advance by a Loan Party, evidenced by an  Intercompany  Note  and  pledged  by  such Loan  Party  as  Collateral  pursuant  to  the  Security  Documents;         (j)   Investments in securities or other obligations received upon foreclosure or pursuant  to  any  plan  of  reorganization  or  liquidation  or  similar  arrangement  upon  the  bankruptcy  or  insolvency  of  trade  creditors  or  customers  or  in  connection  with  the  settlement  of  delinquent  accounts in the ordinary course of business, and Investments received in good faith in settlement  of disputes or litigation;         (k)   Investments in Joint Ventures in which the Loan Parties hold at least 50% of the  outstanding Equity Interests or Joint Venture Subsidiaries made with the Net Cash Proceeds of  (x) arm’s length sales or dispositions for cash of Equity Interests in a Joint Venture Subsidiary for  fair market value or (y) the issuance of Equity Interests in a Joint Venture Subsidiary, in each case  as permitted by Section 6.06 hereof;         (l)   Investments in Norf GmbH in an aggregate amount not to exceed €100,000,000 at  any time outstanding;         (m)   Permitted Acquisitions;          (n)   Investments consisting of Standard Factoring Undertakings in respect of Permitted  Factoring Facilities pursuant to Section 6.06(e);         (o)   Mergers,  amalgamations  and  consolidations  in  compliance  with Section  6.05;  provided that the Lien on and security interest in such Investment granted or to be granted in favor  of the Collateral Agent under the Security Documents shall be maintained or created in accordance  with the provisions of Section 5.11 or Section 5.12, as applicable;                                        221  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (p)   Investments in respect of Cash Pooling Arrangements, subject to the limitations set  forth in Section 6.07;          (q)   Investments consisting of guarantees of Indebtedness referred to in clauses (i) (to  the extent such guarantee is  in  effect  on the Closing Date or permitted as  part of a Permitted  Refinancing) and (ii) of Section 6.01(b) and Contingent Obligations permitted by Section 6.01(c)  or (i);          (r)   other Investments in an aggregate amount not to exceed:                     (i)       so long as the Senior Secured Net Leverage Ratio as of the last        day  of  the  four  consecutive  fiscal  quarter  period  of  the  Designated  Company  then  last        ended for which financial statements have been (and are required to have been) delivered        under Section 5.01(a) or (b), calculated on a Pro Forma Basis after giving effect to such        Investments and any related Indebtedness, would not exceed 3.50 to 1.00, (x) prior to the        consummation  of  the  Aleris  Acquisition,  $75,000,000  during  any  fiscal  year  of  the        Designated Company or (y) upon and after the consummation of the Aleris Acquisition,        $125,000,000 during any fiscal year of the Designated Company;                     (ii)      so long as (A) the Consolidated Interest Coverage Ratio as of        the last day of the four consecutive fiscal quarter period of the Designated Company then        last  ended  for  which  financial  statements  have  been  (and  are  required  to  have  been)        delivered under Section 5.01(a) or (b), calculated on a Pro Forma Basis after giving effect        to  such  Investment  and  any  related  Indebtedness,  would exceed 2.0 to  1.0 and (B) the        Senior Secured Net Leverage Ratio as of the last day of the four consecutive fiscal quarter        period of the Designated Company then last ended for which financial statements have        been (and are required to have been) delivered under Section 5.01(a) or (b), calculated on        a Pro Forma Basis after giving effect to such Investment and any related Indebtedness,        would not exceed 3.50 to 1.00, the then available Cumulative Credit;                      (iii)      so long as (A) the Total Net Leverage Ratio as of the last day        of the four consecutive fiscal quarter period of the Designated Company then last ended        for which financial statements have been (and are required to have been) delivered under        Section  5.01(a)  or  (b),  calculated  on  a  Pro  Forma  Basis  after  giving  effect  to  such        Investment and any related Indebtedness, would not exceed 4.0 to 1.0, (B) Liquidity after        giving effect to such Investment shall be greater than or equal to $750,000,000 and (C) the        Senior Secured Net Leverage Ratio as of the last day of the four consecutive fiscal quarter        period of the Designated Company then last ended for which financial statements have        been (and are required to have been) delivered under Section 5.01(a) or (b), calculated on        a Pro Forma Basis after giving effect to such Investment and any related Indebtedness,        would not exceed 3.50 to 1.00, the then available Annual Credit;                                          222  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                    (iv)      so long as (A) the Total Net Leverage Ratio as of the last day        of the four consecutive fiscal quarter period of the Designated Company then last ended        for which financial statements have been (and are required to have been) delivered under        Section  5.01(a)  or  (b),  calculated  on  a  Pro  Forma  Basis  after  giving  effect  to  such        Investment and any related Indebtedness,  would not exceed 3.5 to 1.0 and (B) the Senior        Secured Net Leverage Ratio as of the last day of the four consecutive fiscal quarter period        of the Designated Company then last ended for which financial statements have been (and        are required to have been) delivered under Section 5.01(a) or (b), calculated on a Pro Forma        Basis after giving effect to such Investment and any related Indebtedness, would not exceed        3.50 to  1.00, such additional  amounts  as  the Designated Company may determine (the        cumulative amount of Investments made after the Closing Date under this clause (iv) at        any time that the Total Net Leverage Ratio as of the last day of the four consecutive fiscal        quarter period of the Designated Company then last ended for which financial statements        have been (and are required to have been) delivered under Section 5.01(a) or (b), calculated        on a Pro Forma Basis after giving effect to such Investment and any related Indebtedness,        would exceed 2.0 to 1.0, referred to as the “Investment Recapture Amount”); and                     (v)       so long as the Senior Secured Net Leverage Ratio as of the last        day  of  the  four  consecutive  fiscal  quarter  period  of  the  Designated  Company  then  last        ended for which financial statements have been (and are required to have been) delivered        under Section 5.01(a) or (b), calculated on a Pro Forma Basis after giving effect to such        Investment and any related Indebtedness, would not exceed 3.50 to 1.00, (i) (A) prior to        the consummation of the Aleris Acquisition, $75,000,000 over the term of this Agreement        or (B) upon and after the consummation of the Aleris Acquisition, $125,000,000 over the        term of this Agreement minus (ii) the aggregate amount of Dividends made pursuant to        Section 6.08(g);          (s)   Investments  consisting  of  unsecured  guaranties  permitted  pursuant  to  Section 6.01(o);         (t)   Investments  by  any Company  in  any  other Company; provided that  such  Investment is part of a Series of Cash Neutral Transactions and no Default has occurred and is  continuing;         (u)   Investments consisting  of  (i)  unsecured  guaranties  by  Novelis  Inc.  of  NKL’s  indemnification obligations  owing to  (x) the Ulsan JV Subsidiary attributable to  employment- related claims or claims of former employees of NKL, and (y) the Ulsan Joint Venture Partner for  losses of the Ulsan Joint Venture Partner arising from NKL’s breach of representations, warranties  and covenants applicable to NKL under the Ulsan Sale Agreement; provided that Novelis Inc.’s  maximum aggregate liability under the guaranties  described in  this clause (i) shall not  exceed  $157,500,000,  and  (ii)  an  unsecured  guaranty  by  Novelis  Inc.  of  NKL’s  indemnification  obligations owing to the Ulsan JV Subsidiary for losses of the Ulsan JV Subsidiary arising from  environmental liabilities that relate to actions occurring prior to the closing of the Ulsan Share                                         223  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Sale; provided that Novelis Inc.’s maximum aggregate liability under the guaranty described in  this clause (ii) shall not exceed $157,500,000;         (v)   Investments  in  Ulsan  JV  Subsidiary  in  an  aggregate  amount  not  to  exceed  ₩125,000,000,000 at any time outstanding;          (w)   Investments by any Loan Party in any Company organized under the laws of the  People’s  Republic  of  China  that  is  not  a  Loan  Party  in  an  aggregate  amount  not  to  exceed  $290,000,000;          (x)   to the extent constituting an Investment, (i) the Permitted Reorganization; provided  that the terms and conditions set forth in the definition of Permitted Reorganization and, to the  extent applicable, the definition of Permitted Reorganization Actions shall have been satisfied;  provided, further, that all such Investments involving a loan or advance, or otherwise in the form  of an Intercompany Note, shall be documented as an Intercompany Note and shall be subordinated  to the Secured Obligations (to the extent evidencing a payment obligation of a Loan Party) on  terms  reasonably  satisfactory  to  the  Administrative  Agent,  and  shall  be  pledged  as  Collateral  pursuant to the Security Documents, and (ii) the Permitted Aleris Foreign Subsidiary Transfers;  and         (y)   Permitted Fiscal Unity Liability;         (z)   solely to the extent that the Designated Belgian Escrow Funds are required to be  deposited  in  the  Designated  Belgian  Escrow  Account  pursuant  to  the  Belgian  Purchase  Documents,  Investments  of  the  Designated  Belgian  Escrow  Funds pursuant  to  the  Designated  Belgian Escrow Agreement;         (aa)  Investments  in  the  form  of  licenses  of  Intellectual  Property  by  Aleris  Belgium  and/or Aleris Italy, as licensee, from one or more Companies, as licensors; provided that any such  license shall cover only Intellectual Property that is required to be licensed by Aleris Belgium  and/or Aleris Italy, as licensee, under the Belgian Purchase Documents or as is otherwise required  for Aleris Belgium and/or Aleris Italy to operate the Belgian Hold Separate Business in accordance  with the Belgian Purchase Documents (including to the extent that the European Commission or  any  trustee  appointed  on  its  behalf  determines  that  such  license  is  necessary  to  operate  such  business); and         (bb)  Investments in the form of licenses of Intellectual Property in favor of the Persons  operating the U.S. Hold Separate Assets, from one or more Companies, as licensors; provided that  any  such  license  shall  cover  only  Intellectual  Property  that  is  required  to  be  licensed  by  such  Persons under the U.S. Hold Separate Order or a U.S. Hold Separate Agreement, or as is otherwise                                         224  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  required for such Persons to operate the U.S. Hold Separate Business in accordance with the U.S.  Hold Separate Order and the U.S. Hold Separate Agreements;   provided that (x) any such Investment in the form of a loan or advance to any Loan Party shall be  subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative  Agent and, in the case of a loan or advance by a Loan Party, evidenced by an Intercompany Note  and pledged by such Loan Party as Collateral pursuant to the Security Documents and (y) with  respect to any Investment in an aggregate amount in excess of $50,000,000, on or prior to the date  of  any  Investment  pursuant  to Section  6.04(r)(ii), (iii) or (iv),  the  Designated  Company  shall  deliver  to  the  Administrative  Agent  an  Officer’s  Certificate  specifying  which  clause  of  Section 6.04(r) such Investment is being made pursuant to and calculating in reasonable detail the  amount  of  the  Cumulative  Credit  or  Annual  Credit,  as  applicable,  immediately  prior  to  such  election and the amount thereof elected to be so applied, the Total Net Leverage Ratio, Senior  Secured Net Leverage Ratio and Consolidated Interest Coverage Ratio referred to above and, in  the case of Investments pursuant to clause (iii) above, the amount of Liquidity referred to therein.   An Investment shall be deemed to be outstanding to the extent not returned in the same form as  the original Investment to any Company.  The outstanding amount of an Investment shall, in the  case of a Contingent Obligation that has been terminated, be reduced to the extent no payment is  or was made with respect to such Contingent Obligation upon or prior to the termination of such  Contingent Obligation; and the outstanding amount of other Investments shall be reduced by the  amount of cash or Cash Equivalents received with respect to such Investment upon the sale or  disposition thereof, or constituting a return of capital with respect thereto or, repayment of the  principal amount thereof, in the case of a loan or advance.      Section 6.05 Mergers, Amalgamations and Consolidations.  Wind up, liquidate or dissolve its  affairs or enter into any transaction of merger, amalgamation or consolidation (or agree to do any  of the foregoing at any future time), except that the following shall be permitted:         (a)   Asset Sales in compliance with Section 6.06;         (b)   Permitted Acquisitions in compliance with Section 6.04;         (c)   (i)  any  Company  may  merge,  amalgamate  or  consolidate  with  or  into  any  Unrestricted Grantor (provided that in  the  case  of any merger, amalgamation  or consolidation  involving  (w)  Designated  Holdco,  Designated  Holdco  is  the  surviving  or  resulting  person,  (x) except as provided in the definition of Permitted Holdings Amalgamation, the Borrower, the  Borrower  is  the  surviving  or  resulting  person,  (y) a  Co-Borrower,  such  Co-Borrower  is  the  surviving or resulting person, and (z) in any other case, an Unrestricted Grantor is the surviving or  resulting person), (ii) any Restricted Grantor may merge, amalgamate or consolidate with or into  any other Restricted Grantor (provided that (x) a Subsidiary Guarantor is the surviving or resulting  person or (y) in the case of any merger, amalgamation or consolidation involving a Co-Borrower  (other than the Borrower or Designated Holdco), such Co-Borrower is the surviving or resulting  person), (iii) Novelis Aluminum Holding Company and Novelis Deutschland GmbH may merge                                        225  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  provided Novelis Deutschland GmbH is the surviving or resulting person, and (iv) any Company  that is not a Loan Party may merge, amalgamate or consolidate with or into any Restricted Grantor  (provided that a Subsidiary Guarantor or a Co-Borrower is  the surviving or resulting  person);  provided that, in the case of each of the foregoing clauses (i) through (iv), (1) the surviving or  resulting person is a Wholly Owned Subsidiary of Holdings (or, on and after the Specified AV  Minerals  Joinder  Date,  subject  to  Section  6.15(a)(i),  AV  Minerals);  provided  that  following  a  Qualified Borrower IPO, the surviving or resulting person is the Borrower or a Wholly Owned  Subsidiary of the Borrower following a Qualified Borrower IPO), (2) the Lien on and security  interest in such property granted or to be granted in favor of the Collateral Agent under the Security  Documents shall be maintained in full force and effect and perfected and enforceable (to at least  the same extent as in effect immediately prior to such transfer) or created in accordance with the  provisions of Section 5.11 or Section 5.12, as applicable (for purposes of each step of the Permitted  Reorganization,  without  regard  to  any  time  periods  provided  for  in  such  Sections)  and  (3) no  Default is then continuing or would result therefrom; provided that in the case of any amalgamation  or consolidation involving a Loan Party, at the request of the Administrative Agent, such Loan  Party and each other Loan Party shall confirm its respective Secured Obligations and Liens under  the Loan Documents in a manner reasonably satisfactory to the Administrative Agent;         (d)   any  Restricted  Subsidiary  that  is  not  a  Loan  Party  may  merge,  amalgamate  or  consolidate with or into any other Restricted Subsidiary that is not a Loan Party;         (e)   AV  Metals  and  the  Borrower  may  consummate  the  Permitted  Holdings  Amalgamation;          (f)   any Restricted Subsidiary of the Designated Company (other than a Co-Borrower)  may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation  or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect;  and         (g)   any  Unrestricted  Grantor  (other  than  Holdings,  Designated  Holdco  or  the  Co- Borrowers (or, on and after the Specified AV Minerals Joinder Date, AV Minerals)) may dissolve,  liquidate or wind-up its affairs (collectively, “Wind-Up”), so long as all of its assets are distributed  or otherwise transferred to any other Unrestricted Grantor and any Restricted Grantor may Wind- Up so long as all of its assets are distributed or otherwise transferred to a Restricted Grantor or an  Unrestricted Grantor; provided that (1) the Lien on and security interest in such property granted  or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained  in  full  force  and effect  and perfected and enforceable (to  at  least  the same extent as  in  effect  immediately prior to such transfer) or created in accordance with the provisions of Section 5.11 or  Section 5.12, as applicable and (2) no Default is then continuing or would result therefrom.   Section 6.06 Asset Sales.  Effect any Asset Sale except that the following shall be permitted:                                         226  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (a)   disposition of used, worn out, obsolete or surplus property by any Company in the  ordinary course of business and the abandonment or other disposition of Intellectual Property that  is, in the reasonable judgment of the Designated Company, no longer economically practicable to  maintain or useful in the conduct of the business of the Companies taken as a whole;         (b)   so long as no Default is then continuing or would result therefrom, any other Asset  Sale (other than the Equity Interests of any German Borrower Holding Company,  Aleris German  Non-Wholly Owned Subsidiary, or Wholly Owned Subsidiary, in each case that is a Restricted  Subsidiary, unless, after giving effect to any such Asset Sale, such person either ceases to be a  Restricted Subsidiary or, in the case of an Excluded Collateral Subsidiary, becomes a Joint Venture  Subsidiary) for fair market value, with at least 75% of the consideration received for all such Asset  Sales or related Asset Sales in which the consideration received exceeds $50,000,000 payable in  cash upon such sale (provided, however, that for the purposes of this clause (b), the following shall  be deemed to be cash: (i) any liabilities (as shown on the Designated Company’s most recent  balance sheet provided hereunder or in the footnotes thereto) of the Designated Company or such  Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in  cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset  Sale and for which Holdings, the Designated Company and all of its Restricted Subsidiaries (and,  on  and  after  the  Specified  AV  Minerals  Joinder  Date,  AV  Minerals) shall  have  been  validly  released  by  all  applicable  creditors  in  writing,  (ii)  any  securities  received  by  the  Designated  Company or the applicable Restricted Subsidiary from such transferee that are converted by the  Designated Company or such Restricted Subsidiary into cash (to the extent of the cash received)  within 180 days following the closing of the applicable Asset Sale, and (iii) aggregate non-cash  consideration received by the Designated Company or the applicable Restricted Subsidiary having  an aggregate fair market value (determined as of the closing of the applicable Asset Sale for which  such non-cash consideration is received) not to exceed $75,000,000 at any time (net of any non- cash consideration converted into cash));         (c)   leases,  subleases  or  licenses  of  the properties  of  any  Company  in  the  ordinary  course of business and which do not, individually or in the aggregate, interfere in any material  respect with the ordinary conduct of the business of any Company;         (d)   mergers and consolidations, and liquidations and dissolutions in compliance with  Section 6.05;         (e)   sales,  transfers  and  other  dispositions  of  Receivables  for  the  fair  market  value  thereof  in  connection  with  a  Permitted  Factoring  Facility; provided that  no  Default  shall  be  outstanding after giving effect thereto and (A) with respect to any such sale, transfer or disposition  of  Receivables  incurred  by  a  Company  that  is  organized  in  a  Principal  Jurisdiction,  such  transaction is a Permitted German Alternative Financing, Permitted Customer Account Financing  or  Permitted  Novelis  Switzerland  Financing,  (B)  with  respect  to  any  such  sale,  transfer  of  disposition  of  Receivables  incurred  by  a  Company  that  is  organized  in  a  Non-Principal  Jurisdiction, the sum of (w) the aggregate outstanding principal amount of the Indebtedness of all  Securitization  Entities  that  are  organized  in  a  Non-Principal  Jurisdiction  under  all  Qualified                                        227  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Securitization Transactions under Section 6.01(e), plus (x) the aggregate amount of Indebtedness  incurred by a Subsidiary that is organized in a Non-Principal Jurisdiction then outstanding under  Section  6.01(m), plus (y)  the  aggregate  book  value  at  the  time  of  determination  of  the  then  outstanding Receivables of a Company that is organized in a Non-Principal Jurisdiction subject to  a Permitted Factoring Facility pursuant to this Section 6.06(e) at such time, plus (z) the aggregate  consideration received by a Company that is organized in a Non-Principal Jurisdiction for Asset  Sales permitted under Section 6.06(r) (net of amounts paid by such Company to repurchase the  Inventory  subject  to  such  Asset  Sales)  (but  in  each  case  excluding  any  Permitted  German  Alternative  Financing,  Permitted  Novelis  Switzerland  Financing  and  any  Permitted  Customer  Account Financing), shall not exceed the greater of (x) 15% of Consolidated Net Tangible Assets  and (y) $750,000,000, and (C) with respect to any such sale, transfer or disposition of Receivables  incurred by a Company that is organized in a Non-Loan Party Jurisdiction, the sum of (w) the  aggregate outstanding principal amount of the Indebtedness of all Securitization Entities that are  organized in a Non-Loan Party Jurisdiction under all Qualified Securitization Transactions under  Section 6.01(e), plus (x) the aggregate amount of Indebtedness incurred by a Subsidiary that is  organized in a Non-Loan Party Jurisdiction then outstanding under Section 6.01(m), plus (y) the  aggregate  book  value  at  the  time  of  determination  of  the  then  outstanding  Receivables  of  a  Company  that  is  organized  in  a  Non-Loan  Party  Jurisdiction  subject  to  a  Permitted  Factoring  Facility pursuant to this Section 6.06(e) at such time, plus (z) the aggregate consideration received  by a Company that is organized in a Non-Loan Party Jurisdiction for Asset Sales permitted under  Section 6.06(r) (net of amounts paid by such Company to repurchase the Inventory subject to such  Asset  Sales)  (but  in  each  case  excluding  any  Permitted  German  Alternative  Financing,  any  Permitted Novelis Switzerland Financing and any Permitted Customer Account Financing), shall  not exceed the greater of (x) 15% of Consolidated Net Tangible Assets and (y) $750,000,000;         (f)   the sale or disposition of cash and Cash Equivalents in connection with a transaction  otherwise permitted under the terms of this Agreement;         (g)   assignments  and  licenses  of  Intellectual  Property  of  any  Loan  Party  and  its  Subsidiaries in the ordinary course of business and which do not, individually or in the aggregate,  interfere in any material respect with the ordinary conduct of the business of any Company;         (h)   Asset Sales (i) by and among Unrestricted Grantors (other than Holdings and, on  and after the Specified AV Minerals Joinder Date, AV Minerals), (ii) by any Restricted Grantor to  any other Restricted Grantor, (iii) by any Restricted Grantor to any Unrestricted Grantor so long  as the consideration paid by the Unrestricted Grantor in such Asset Sale does not exceed the fair  market value of the property transferred, (iv) by (x) any Unrestricted Grantor to any Restricted  Grantor for fair market value and (y) by any Loan Party to any Restricted Subsidiary that is not a  Loan Party for fair market value provided that the fair market value of such Asset Sales under this  clause  (iv)  does  not  exceed  the  greater  of  (1) $200,000,000  and  (2)  4%  of  Consolidated  Net  Tangible  Assets  in  the  aggregate  for  all  such  Asset  Sales  since  the  Closing  Date,  (v)  by  any  Company that is not a Loan Party to any Loan Party so long as the consideration paid by the Loan  Party in such Asset Sale does not exceed the fair market value of the property transferred, and (vi)  by and among Companies that are not Loan Parties; provided that (A) in the case of any transfer                                        228  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  from one Loan Party to another Loan Party, any security interests granted to the Collateral Agent  for the benefit of the Secured Parties pursuant to the relevant Security Documents in the assets so  transferred shall (1) remain in full force and effect and perfected and enforceable (to at least the  same extent as in effect immediately prior to such transfer) or (2) be replaced by security interests  granted  to  the  Collateral  Agent  for  the  benefit  of  the relevant Secured  Parties  pursuant  to  the  relevant Security Documents, which new security interests shall be in full force and effect and  perfected  and  enforceable  (to  at  least  the  same  extent  as  in  effect  immediately  prior  to  such  transfer) and (B) no Default is then continuing or would result therefrom; provided, further, that  (I) any Asset Sale of Equity Interests of a Subsidiary of the Designated Company permitted under  this clause (h) (such Subsidiary, the “Transferred Company”) from an Unrestricted Grantor to a  Restricted Grantor shall be conditioned on (1) the satisfaction of the Transfer Conditions as of the  date of such transaction and (2) either the creation or existence of an Interim Holding Company,  in each case that (X) is a direct Wholly Owned Subsidiary of such Restricted Grantor and that  directly owns 100% of the Equity Interests of such Transferred Company after giving effect to  such Asset Sale; provided, that if such Transferred Company is an Aleris German Non-Wholly  Owned  Subsidiary,  the  Tulip  Foundation  may  continue  to  directly  or  indirectly  own  Equity  Interests in such Aleris German Non-Wholly Owned Subsidiary so long as the Tulip Conditions  are satisfied at all times and any other Aleris German Non-Wholly Owned Subsidiary that owns  such Transferred Company prior to the occurrence of such transfer may continue to own Equity  Interests in such Transferred Company, (Y) has complied with the Joinder Requirements and (Z)  shall not  be  permitted  to  own,  on  and  after  the  date  of  such  action,  any  assets  other  than  the  Permitted Holding Company Assets (II) solely with respect to the pledge of Equity Interests in or  by any Interim Holding Company in connection with a transaction permitted under this clause (h)  that complies with the requirements of clauses (I)(X) through (I)(Z) above, and so long as the  Transfer Conditions are satisfied as of the date of such transaction, the re-starting of any fraudulent  conveyance,  fraudulent  transfer,  preference  or  hardening  period  with  respect  to  any  Security  Document or Lien under any Requirement of Law shall not, in itself, constitute a violation of  clause (A)(1) or clause (A)(2) of the second proviso to this clause (h), and (III) so long as the  Transfer  Conditions  are  satisfied  as  of  the  date  of  such  transaction,  any  guaranty  or  pledge  limitations under the laws of the jurisdiction of organization of (X) an Interim Holding Company  with respect to the enforcement of the pledge of Equity Interests directly held by the Loan Party  that owns the Equity Interests of such Interim Holding Company, or (Y) any Restricted Grantor  that acquires assets pursuant to this clause (h) with respect to the enforcement of the pledge of  such assets acquired by such Restricted Grantor, in the case of clauses (III)(X) and (III)(Y), shall  not, in itself, constitute a violation of clause (A)(1) or clause (A)(2) of the second proviso to this  clause (h);         (i)   the Companies may consummate Asset Swaps so long as (x) each such sale is in an  arm’s-length  transaction  and  the  applicable  Company  receives  at  least  fair  market  value  consideration (as determined in good faith by such Company), (y) the Collateral Agent shall have  a First Priority perfected Lien on the assets acquired pursuant to such Asset Swap at least to the  same extent as the assets sold pursuant to such Asset Swap (immediately prior to giving effect  thereto) and (z) the aggregate fair market value of all assets sold pursuant to this clause (i) shall  not exceed the greater of (1) 2% of Consolidated Net Tangible Assets and (2) $100,000,000 in the  aggregate since the Closing Date; provided that so long as the assets acquired by any Company                                         229  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  pursuant to the respective Asset Swap are located in the same country as the assets sold by such  Company, such aggregate cap will not apply to such Asset Swap;          (j)   sales,  transfers  and  other  dispositions  of  Receivables  (whether  now  existing  or  arising or acquired in the future) and Related Security to a Securitization Entity in connection with  a Qualified Securitization Transaction permitted under Section 6.01(e) and all sales, transfers or  other dispositions of Securitization Assets by a Securitization Entity under, and pursuant to, a  Qualified Securitization Transaction permitted under Section 6.01(e);         (k)   to the extent constituting an Asset Sale, the Permitted Holdings Amalgamation;          (l)   issuances of Equity Interests by Joint Venture Subsidiaries and Excluded Collateral  Subsidiaries;          (m)   Asset Sales among Companies of promissory notes or Equity Interests or similar  instruments issued by a Company; provided that such Asset Sales are part of a Series of Cash  Neutral Transactions and no Default has occurred and is continuing;          (n)   the sale of Receivables made pursuant to the Receivables Purchase Agreement;          (o)   to the extent constituting an Asset Sale, Investments permitted by Section 6.04(i);          (p)   issuances of Qualified Capital Stock (including by way of sales of treasury stock)  or any options or warrants to purchase, or securities convertible into, any Qualified Capital Stock  (A) for stock splits, stock dividends and additional issuances of Qualified Capital Stock which do  not decrease the percentage ownership of the Loan Parties in any class of the Equity Interests of  such  issuing  Company and  (B)  by  Subsidiaries  of  the  Designated  Company  formed  after  the  Closing Date to the Designated Company or the Subsidiary of the Designated Company which is  to  own  such  Qualified  Capital  Stock.   All  Equity  Interests  issued  in  accordance  with  this  Section 6.06(p) shall, to the extent required by Section 5.11 or any Security Document or if such  Equity Interests are issued by any Loan Party (other than (x) prior to the Specified AV Minerals  Joinder Date, Holdings or (y) on and after the Specified AV Minerals Joinder Date, AV Minerals),  be delivered to the Collateral Agent;          (q)   transfers  of  100%  of  the  Equity  Interests  of  any  Chinese  Subsidiary  or  Korean  Subsidiary of the Designated Company to a wholly-owned U.S. Loan Party; provided that (i) any  security interests granted to the Collateral Agent for the benefit of any Secured Parties pursuant to  the relevant Security Documents in the Equity Interests so transferred shall be replaced by security  interests granted to the Collateral Agent for the benefit of the relevant Secured Parties pursuant to  the relevant Security Documents in 100% of the Equity Interests of such U.S. Loan Party and 65%  of the Equity Interests of such Chinese Subsidiary if held directly by such U.S. Loan Party, which                                        230  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  new security interests shall be in full force and effect and perfected and enforceable (to at least the  same extent as the security interests in such transferred Subsidiary in effect immediately prior to  such transfer (it being understood that registration of such pledge may take place following such  transfer to the extent required by applicable law)) and (ii) no Default is then continuing or would  result therefrom;          (r)   sales,  transfers  and  other  dispositions  of  Inventory  in  order  to  finance  working  capital; provided that  no  Default  shall  be  outstanding  after  giving  effect  thereto  and  (A)  with  respect to any such sale, transfer of disposition by a Company that is organized in a Principal  Jurisdiction, such transaction is a Permitted German Alternative Financing, (B) with respect to any  such sale, transfer or disposition of Receivables incurred by a Company that is organized in a Non- Principal  Jurisdiction,  the  sum  of  (w)  the  aggregate  outstanding  principal  amount  of  the  Indebtedness of all Securitization Entities that are organized in a Non-Principal Jurisdiction under  all Qualified Securitization Transactions under this Section 6.01(e), plus (x) the aggregate amount  of Indebtedness incurred by a Subsidiary that is organized in a Non-Principal Jurisdiction then  outstanding under Section 6.01(m), plus (y) the aggregate book value at the time of determination  of the then outstanding Receivables of a Company that is organized in a Non-Principal Jurisdiction  subject to a Permitted Factoring Facility pursuant to Section 6.06(e) at such time, plus (z) the  aggregate consideration received by a Company that is organized in a Non-Principal Jurisdiction  for Asset Sales permitted under this Section 6.06(r) (net of amounts paid by such Company to  repurchase the Inventory subject to such Asset Sales) (but in each case excluding any Permitted  German Alternative Financing, any Permitted Novelis Switzerland Financing and any Permitted  Customer  Account  Financing),  shall  not  exceed  the  greater  of  (x)  15%  of  Consolidated  Net  Tangible Assets and (y) $750,000,000, and (C) with respect to any such sale, transfer or disposition  of Receivables incurred by a Company that is organized in a Non-Loan Party Jurisdiction, the sum  of (w) the aggregate outstanding principal amount of the Indebtedness of all Securitization Entities  that are organized in a Non-Loan Party Jurisdiction under all Qualified Securitization Transactions  under this Section 6.01(e), plus (x) the aggregate amount of Indebtedness incurred by a Subsidiary  that is organized in a Non-Loan Party Jurisdiction then outstanding under Section 6.01(m), plus  (y) the aggregate book value at the time of determination of the then outstanding Receivables of a  Company  that  is  organized  in  a  Non-Loan  Party  Jurisdiction  subject  to  a  Permitted  Factoring  Facility pursuant to Section 6.06(e) at such time, plus (z) the aggregate consideration received by  a Company that is organized in a Non-Loan Party Jurisdiction for Asset Sales permitted under this  Section 6.06(r) (net of amounts paid by such Company to repurchase the Inventory subject to such  Asset  Sales)  (but  in  each  case  excluding  any  Permitted  German  Alternative  Financing,  any  Permitted Novelis Switzerland Financing and any Permitted Customer Account Financing), shall  not exceed the greater of (x) 15% of Consolidated Net Tangible Assets and (y) $750,000,000;         (s)   Asset  Sales  of  100%  of  the  Equity  Interests  of  any  Chinese  Subsidiary  of  the  Designated Company to a Chinese holding company that is a direct Wholly Owned Subsidiary of  the Designated Company; provided that (i) any security interests granted to the Collateral Agent  for the benefit of any Secured Parties pursuant to the relevant Security Documents in the Equity  Interests so transferred shall be replaced by security interests granted to the Collateral Agent for  the benefit of the relevant Secured Parties pursuant to the relevant Security Documents in 100%  of the Equity Interests of such holding company Subsidiary, which new security interests shall be                                        231  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  in full force and effect and perfected and enforceable (to at least the same extent as the security  interests  in  such  transferred  Subsidiary  in  effect  immediately  prior  to  such  transfer  (it  being  understood that registration of such pledge may take place following such transfer to the extent  required by applicable law)) and (ii) no Default is then continuing or would result therefrom;         (t)   any  sale,  lease  transfer  or  other  disposition  in  connection  with  any  industrial  revenue bond or similar program that does not result in the recognition of the sale or the asset  transfer in accordance with GAAP, or any similar transaction;         (u)   the Ulsan Share Sale;          (v)   the NKL Share Repurchase;          (w)   any Permitted Aleris Foreign Subsidiary Transfer; and          (x)   to the extent constituting an Asset Sale, the Permitted Reorganization; provided that  the terms and conditions set forth in the definition of Permitted Reorganization and, to the extent  applicable, the definition of Permitted Reorganization Actions shall have been satisfied; provided,  further,  that  all  such  Asset  Sales  involving  (whether  as  consideration  or  otherwise)  a  loan  or  advance, or that otherwise involves an Intercompany Note, shall be permitted solely to the extent  that such loan or advance is documented as an Intercompany Note, and all Intercompany Notes in  connection  therewith  shall  be  subordinated  to  the  Secured  Obligations  on  terms  reasonably  satisfactory to the Administrative Agent, and shall be pledged as Collateral pursuant to the Security  Documents.   Section 6.07 Cash Pooling Arrangements.  Amend, vary or waive any term of the Cash Pooling  Arrangements or enter into any new pooled account or netting agreement with any Affiliate in a  manner materially adverse to the Lenders or which adversely affects the security interests in such  accounts.   Without  the  consent  of  the Administrative  Agent  under  the  Revolving  Credit  Agreement, permit the aggregate amount owed pursuant to the Cash Pooling Arrangements by all  Companies who are not Loan Parties (other than any Company (x) that has pledged assets to secure  the  Secured  Obligations  on  terms  reasonably  satisfactory  to  the  Administrative  Agent  and  the  Collateral Agent and (y) the accounts of which included in such Cash Pooling Arrangements are  limited to zero balance disbursement accounts that forward daily all amounts to an account of a  Loan  Party  (subject  to  customary  payments  with  respect  to  overdrafts)) minus the  aggregate  amount on deposit pursuant to the Cash Pooling Arrangements from such Persons to exceed the  greater of (i) €75,000,000 and (ii) 2.0% of Consolidated Net Tangible Assets.   Section 6.08 Dividends.  Declare or pay, directly or indirectly, any Dividends with respect to  any Company, except that the following shall be permitted:                                         232  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (a)   (i)  Dividends  by  any  Company  to  any  Loan  Party  that  is  a  Wholly  Owned  Subsidiary of Holdings (or the Borrower or a Wholly Owned Subsidiary of the Borrower following  a Qualified Borrower IPO), (ii) on and after the Specified AV Minerals Joinder Date, so long as  AV Minerals is a Loan Party and a Qualified IPO has not occurred (other than a Qualified IPO  consummated solely with the issuance of Equity Interests by a direct or indirect parent of AV  Minerals), Dividends by Holdings to AV Minerals, (iii) Dividends by Holdings (or the Borrower  following a Qualified Borrower IPO) and, on and after the Specified AV Minerals Joinder Date,  AV Minerals, so long as, after the Specified AV Minerals Joinder Date, AV Minerals is a Loan  Party and a Qualified IPO has not occurred (other than a Qualified IPO consummated solely with  the issuance of Equity Interests by a direct or indirect parent of AV Minerals), payable solely in  Qualified Capital Stock and, (iiiiv) Dividends by Holdings and, on and after the Specified AV  Minerals Joinder Date, AV Minerals, so long as, after the Specified AV Minerals Joinder Date,  AV Minerals is a Loan Party and a Qualified IPO has not occurred (other than a Qualified IPO  consummated solely with the issuance of Equity Interests by a direct or indirect parent of AV  Minerals), payable with the proceeds of Permitted Holdings Indebtedness;, and (v) Dividends by  (x) Aleris Casthouse to Aleris Rolled Products or any German Borrower Holding Company, and  (y) Aleris Rolled Products to any German Borrower Holding Company, in the case of clauses (x)  and (y), to the extent the Person receiving such Dividend continues to be a Loan Party after giving  effect to such Dividend;         (b)   (i) Dividends by any Company that is not a Loan Party to any other Company that  is not a Loan Party but is a Wholly Owned Subsidiary of Holdings (or the Borrower or a Wholly  Owned Subsidiary of the Borrower following a Qualified Borrower IPO) and (ii) cash Dividends  by any Company that is not a Loan Party to the holders of its Equity Interests on a pro rata basis;         (c)   (A) to the extent actually used by Holdings (and, on and after the Specified AV  Minerals  Joinder  Date,  AV  Minerals) to  pay  such  franchise  taxes,  costs  and  expenses,  fees,  payments by the Designated Company to or on behalf of Holdings (or, on and after the Specified  AV Minerals Joinder Date, AV Minerals or to Holdings for substantially concurrent payment to  AV Minerals) in an amount sufficient to pay franchise taxes and other fees solely required to  maintain the legal existence of Holdings (and, on and after the Specified AV Minerals Joinder  Date, AV Minerals), (B) payments by the Designated Company to or on behalf of Holdings (and,  on and after the Specified AV Minerals Joinder Date, AV Minerals) in an amount sufficient to pay  out-of-pocket legal, accounting and filing costs and other expenses in the nature of overhead in the  ordinary course of business of Holdings, (and, on and after the Specified AV Minerals Joinder  Date, AV Minerals), and (C) management, consulting, monitoring and advisory fees and related  expenses and termination fees pursuant to a management agreement with one or more Specified  Holders relating to the Designated Company (collectively, the “Management Fees”), in the case  of clauses (A), (B) and (C) in an aggregate amount not to exceed in any calendar year the greater  of (i) $20,000,000 and (ii) 1.5% of the Designated Company’s Consolidated EBITDA in the prior  calendar year;                                          233  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (d)   the  Designated  Company  may  pay  cash  Dividends  to  the  holders  of  its  Equity  Interests and, if Holdings is a holder of such Equity Interests, the proceeds thereof may be utilized  by Holdings to pay cash Dividends to the holders of its Equity Interests in an amount not to exceed:                     (i)       so long as (A) the Consolidated Interest Coverage Ratio, as of        the last day of the four consecutive fiscal quarter period of the Designated Company then        last  ended  for  which  financial  statements  have  been  (and  are  required  to  have  been)        delivered under Section 5.01(a) or (b), calculated on a Pro Forma Basis after giving effect        to such Dividends and any related Indebtedness, would exceed 2.0 to 1.0 and (B) the Senior        Secured Net Leverage Ratio as of the last day of the four consecutive fiscal quarter period        of the Designated Company then last ended for which financial statements have been (and        are required to have been) delivered under Section 5.01(a) or (b), calculated on a Pro Forma        Basis after giving effect to such Dividends and any related Indebtedness, would not exceed        3.50 to 1.00, the then available Cumulative Credit;                      (ii)      so long as (A) the Total Net Leverage Ratio, as of the last day        of the four consecutive fiscal quarter period of the Designated Company then last ended        for which financial statements have been (and are required to have been) delivered under        Section  5.01(a)  or  (b),  calculated  on  a  Pro  Forma  Basis  after  giving  effect  to  such        Dividends, would not exceed 4.0 to 1.0, (B) Liquidity after giving effect to such Dividend        shall be greater than or equal to $750,000,000, and (C) the Senior Secured Net Leverage        Ratio as of the last day of the four consecutive fiscal quarter period of the Designated        Company then last ended for which financial statements have been (and are required to        have been) delivered under Section 5.01(a) or (b), calculated on a Pro Forma Basis after        giving effect to such Dividends and any related Indebtedness, would not exceed 3.50 to        1.00, the then available Annual Credit; and                     (iii)     so long as (A) the Total Net Leverage Ratio, as of the last day        of the four consecutive fiscal quarter period of the Designated Company then last ended        for which financial statements have been (and are required to have been) delivered under        Section 5.01(a) or (b), calculated on a Pro Forma Basis after giving effect to such Dividends        and any related Indebtedness, would not exceed 3.5 to 1.0 and (B) the Senior Secured Net        Leverage  Ratio  as of  the  last  day  of  the  four  consecutive  fiscal  quarter  period  of  the        Designated Company then last ended for which financial statements have been (and are        required to have been) delivered under Section 5.01(a) or (b), calculated on a Pro Forma        Basis after giving effect to such Dividends and any related Indebtedness, would not exceed        3.50 to  1.00, such additional  amounts  as  the Designated Company may determine (the        cumulative amount of Dividends made after the Closing Date under this clause (iii) at any        time that the Total Net Leverage Ratio, as of the last day of the four consecutive fiscal        quarter period of the Designated Company then last ended for which financial statements        have been (and are required to have been) delivered under Section 5.01(a) or (b), calculated        on  a  Pro  Forma  Basis  after  giving  effect  to  such  Dividends,  would  exceed  2.0  to  1.0,        referred to as the “Dividend Recapture Amount”);                                         234  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  provided that (x) the Dividends described in this clause (d) shall not be permitted if a Default is  continuing at the date of declaration or payment thereof or would result therefrom and (y) with  respect to any Dividend in an aggregate amount in excess of $50,000,000, on or prior to the date  of any such Dividend pursuant to this Section 6.08(d), the Designated Company shall deliver to  the Administrative Agent an Officer’s Certificate specifying which clause of this Section 6.08(d)  such Dividend is being made pursuant to and calculating in reasonable detail the amount of the  Cumulative Credit or Annual Credit, as applicable, immediately prior to such election and the  amount thereof elected to be so applied (in the case of Dividends pursuant to clause (i) and (ii)  above)  and  the  Total  Net  Leverage  Ratio,  the  Senior  Secured  Net  Leverage  Ratio  and  the  Consolidated Interest Coverage Ratio referred to above and, in the case of Dividends pursuant to  clause (ii) above, the amount of Liquidity referred to therein;          (e)   to the extent constituting a Dividend, payments permitted by Section 6.09(d) that  do not relate to Equity Interests;          (f)   [intentionally omitted];         (g)   so long as the Senior Secured Net Leverage Ratio as of the last day of the four  consecutive fiscal quarter period of the Designated Company then last ended for which financial  statements  have  been  (and  are  required to  have  been)  delivered  under Section  5.01(a) or (b),  calculated on a Pro Forma Basis after giving effect to such Dividends and any related Indebtedness,  would not exceed 3.50 to 1.00, the Designated Company may pay additional cash Dividends to  Holdings (or, on and after the Specified AV Minerals Joinder Date, AV Minerals) the proceeds of  which may be utilized by Holdings (or, on and after the Specified AV Minerals Joinder Date, AV  Minerals) to pay cash Dividends to the holders of its Equity Interests in an aggregate amount not  to  exceed  (i)  (A)  prior  to  the  consummation  of  the  Aleris  Acquisition,  $75,000,000  after  the  Closing Date or (B) upon and after the consummation of the Aleris Acquisition, $125,000,000  after the Closing Date minus (ii) the amount of Investments made in reliance on Section 6.04(r)(v);  provided that  the  Dividends  described  in  this clause  (g) shall  not  be  permitted  if  a  Default  is  continuing at the date of declaration or payment thereof or would result therefrom;          (h)   Dividends by any Company to any other Company that are part of a Series of Cash  Neutral Transactions; provided no Default has occurred and is continuing;          (i)   following  a  Qualified  IPO,  Dividends  paid  to  Holdings  (or,  on  and  after  the  Specified AV Minerals Joinder Date, AV Minerals) (which may pay the proceeds thereof to the  holders of its Equity Interests) or, in the case of a Qualified Borrower IPO, its other equity holders,  of up to 10% of the net cash proceeds received by (or contributed to the capital of) the Designated  Company in or from such Qualified IPO or Qualified Borrower IPO in any fiscal year; and         (j)   Dividends  to  repurchase  Equity  Interests  of  Holdings  (or, (x) on  and  after  the  Designated Holdco Effective Date, Designated  Holdco and (y) on and  after the Specified AV                                        235  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Minerals  Joinder  Date,  AV  Minerals)  or  any  direct  or  indirect  parent  entity  (or  following  a  Qualified  Borrower  IPO,  Equity  Interests  of  the  Borrower)  from  current  or  former  officers,  directors or employees of the Designated Company or any of its Restricted Subsidiaries or any  direct or indirect parent entity (or permitted transferees of such current or former officers, directors  or employees); provided, however, that the aggregate amount of such repurchases shall not exceed  (i) $20,000,000 in any calendar year prior to completion of a Qualified IPO or Qualified Borrower  IPO, or (ii) $30,000,000 in any calendar year in which a Qualified IPO or Qualified Borrower IPO  occurs or any calendar year commencing following completion of a Qualified IPO or Qualified  Borrower IPO (with unused amounts in any calendar year being permitted to be carried over for  the next two succeeding calendar years); provided, further, that such amount in any calendar year  may be increased by an amount not to exceed (x) the cash proceeds received by the Designated  Company or any of its Restricted Subsidiaries from the sale of Equity Interests of the Borrower,  Holdings (or, (x) on and after the Designated Holdco Effective Date, Designated Holdco and (y)  on and after the Specified AV Minerals Joinder Date, AV Minerals) or any parent entity to officers,  directors  or  employees  (to  the  extent  contributed  to  the  Designated  Company  (excluding  any  portion thereof included in the Cumulative Credit)), plus (y) the cash proceeds of key man life  insurance policies in such calendar year.    Section 6.09 Transactions with Affiliates.  Enter into, directly or indirectly, any transaction or  series of related transactions, whether or not in the ordinary course of business, with or for the  benefit of any Affiliate of any Company (other than between or among Loan Parties), other than  on terms and conditions at least as favorable to such Company as would reasonably be obtained  by such Company at that time in a comparable arm’s-length transaction with a person other than  an Affiliate, except that the following shall be permitted:         (a)   Dividends permitted by Section 6.08;         (b)   Investments permitted by Section 6.04(d), (e), (h), (i), (l), (p), or (s), (z), (aa), or  (bb) and  other  Investments  permitted  under Section  6.04 in  Restricted  Subsidiaries  and  joint  ventures; provided that any such joint venture is not owned by any Affiliate of Holdings except  through the ownership of the Companies;          (c)   mergers, amalgamations and consolidations permitted by Section 6.05(c), (d), (e),  (f) or (g), and Asset Sales permitted by Section 6.06(h)(iv) and (v), or (m);         (d)   reasonable and customary director, officer and employee compensation (including  bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and  indemnification arrangements, in each case approved by the Board of Directors of the Designated  Company;         (e)   transactions with customers, clients, suppliers, joint venture partners or purchasers  or sellers of  goods  and services,  in  each case in  the ordinary  course of business  on terms  not  materially less favorable as might reasonably have been obtained at such time from a Person that                                        236  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  is not an Affiliate of the Designated Company, as determined in good faith by the Designated  Company, and otherwise not prohibited by the Loan Documents;         (f)   the existence of, and the performance by any Company of its obligations under the  terms of, any limited liability company, limited partnership or other Organizational Document or  securityholders  agreement (including  any  registration  rights  agreement  or  purchase  agreement  related thereto) to which it is a party on the Closing Date and which has been disclosed in writing  to the Administrative Agent as in effect on the Closing Date, and similar agreements that it may  enter into thereafter, to the extent not more adverse to the interests of the Lenders in any material  respect, when taken as a whole, than any of such documents and agreements as in effect on the  Closing Date;          (g)   the Transactions as contemplated by the Loan Documents;         (h)   Qualified  Securitization  Transactions  permitted  under Section  6.01(e) and  transactions in connection therewith on a basis no less favorable to the applicable Company as  would be obtained in a comparable arm’s length transaction with a person not an Affiliate thereof;         (i)   cash  management  netting  and  pooled  account  arrangements  permitted  under  Section 6.01(r);          (j)   transactions between or among any Companies that are not Loan Parties;          (k)   transactions pursuant to a management agreement with the Specified Holders so  long  as  the  aggregate  payment  of  Management  Fees  thereunder  are  permitted  under  Section 6.08(c);          (l)   transactions between Loan Parties and Companies that are not Loan Parties that are  at least as favorable to each such Loan Party as would reasonably be obtained by such Loan Party  in a comparable arm’s-length transaction with a person other than an Affiliate; and         (m)   transactions contemplated by the Receivables Purchase Agreements; and         (n)   transactions required by any Requirement of Law;   provided that notwithstanding any of the foregoing or any other provision of this Agreement, all  intercompany loans, advances or other extensions of credit made to or by Companies organized in  Switzerland or Germany shall be on fair market terms.; provided, further, that for purposes of  determining compliance with this Section 6.09, the transactions contemplated under the Belgian                                        237  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Purchase Documents shall be viewed collectively as a series of related transactions and shall not  also be tested individually as separate transactions, and the transactions contemplated under the  U.S. Hold Separate Agreements shall be viewed collectively as a series of related transactions and  shall not also be tested individually as separate transactions.   Section 6.10 Most Favored Nation.  If at any time, any Loan Party is a party to or shall enter  into any Third Lien Credit Agreement which includes covenants (whether affirmative or negative,  and whether maintenance or incurrence) or events of default that are more restrictive than those  contained  in  this  Agreement  or  are  not  provided  for  in  this  Agreement  (each  such  covenant,  condition, requirement and default or event of default herein referred to as a “More Favorable  Provision”), then the Designated Company shall promptly so advise and notify the Administrative  Agent  in  writing.  Such  writing  shall  include  a  verbatim  statement  of  such  More  Favorable  Provision.  Such More Favorable Provision shall be automatically incorporated by reference into  this Agreement as if set forth fully herein, mutatis mutandis, effective as of the date when such  More Favorable Provision became effective under such Third Lien Credit Agreement (each such  More  Favorable  Provision  as  incorporated  herein  is  herein  referred  to  as  an  “Incorporated  Provision”).  Thereafter, upon the request of the Administrative Agent, the Designated Company  and the Administrative Agent shall enter into an additional agreement or an amendment to this  Agreement  (as  the  Administrative  Agent  may  request),  evidencing the  incorporation  of  such  Incorporated Provision.   Section 6.11 Prepayments  of  Other  Indebtedness;  Modifications  of  Organizational  Documents and Other Documents, etc.  Directly or indirectly:         (a)   (i) make any voluntary or optional payment of principal on or prepayment on or  redemption or acquisition for value of, or complete any mandatory prepayment, redemption or  purchase offer in respect of, or otherwise voluntarily or optionally defease or segregate funds with  respect to, any Indebtedness incurred under Section 6.01(l), Permitted Second Priority Refinancing  Debt  and  Permitted  Unsecured  Refinancing  Debt  or  any  Indebtedness  under  the  Senior  Note  Documents  or  any  Subordinated  Indebtedness  or  any  Permitted  Refinancings  of  any  of  such  Indebtedness, except (x) any such Indebtedness may be prepaid or redeemed with the proceeds of  a  Permitted  Refinancing,  (y)  so  long  as  no  Default  is  continuing  or  would  result  therefrom,  Indebtedness under any Third Lien Credit Agreement may be prepaid, and (z) so long as no Default  is continuing or would result therefrom, repayments or redemptions of Indebtedness under the  Senior Notes Documents, Indebtedness incurred under Section 6.01(l), Permitted Second Priority  Refinancing Debt, Permitted Unsecured Refinancing Debt or Subordinated Indebtedness (or any  Permitted Refinancings (other than a refinancing with Incremental Term Loans) of any of such  Indebtedness) (“Permitted Prepayments”) in an amount not to exceed:                      (1)   so long as (A) the Consolidated Interest Coverage Ratio, as of the              last day of the four consecutive fiscal quarter period of the Designated Company              then last ended for which financial statements have been (and are required to have              been) delivered under Section 5.01(a) or (b), calculated on a Pro Forma Basis after              giving effect to such Permitted Prepayments and any related Indebtedness, would              exceed 2.0 to 1.0 and (B) the Senior Secured Net Leverage Ratio as of the last day                                        238  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






              of the four consecutive fiscal quarter period of the Designated Company then last              ended for which financial statements have been (and are required to have been)              delivered under Section 5.01(a) or (b), calculated on a Pro Forma Basis after giving              effect  to  such  Permitted  Prepayments  and  any  related  Indebtedness,  would  not              exceed 3.50 to 1.00, the then available Cumulative Credit;                     (2)   so long as (A) the Total Net Leverage Ratio, as of the last day of the              four consecutive fiscal quarter period of the Designated Company then last ended              for which financial statements have been (and are required to have been) delivered              under Section 5.01(a) or (b), calculated on a Pro Forma Basis after giving effect to              such Permitted Prepayments and any related Indebtedness, would not exceed 4.0 to              1.0, (B) Liquidity after giving effect to such Permitted Prepayments shall be greater              than or equal to $750,000,000 and (C) the Senior Secured Net Leverage Ratio as of              the last day of the four consecutive fiscal quarter period of the Designated Company              then last ended for which financial statements have been (and are required to have              been) delivered under Section 5.01(a) or (b), calculated on a Pro Forma Basis after              giving effect to such Permitted Prepayments and any related Indebtedness, would              not exceed 3.50 to 1.00, the then available Annual Credit; and                     (3)   so long as (A) the Total Net Leverage Ratio, as of the last day of the              four consecutive fiscal quarter period of the Designated Company then last ended              for which financial statements have been (and are required to have been) delivered              under Section 5.01(a) or (b) calculated on a Pro Forma Basis after giving effect to              such Permitted Prepayments and any related Indebtedness, would not exceed 3.5 to              1.0 and (B) the Senior Secured Net Leverage Ratio as of the last day of the four              consecutive fiscal quarter period of the Designated Company then last ended for              which financial statements  have been (and are required to  have been) delivered              under Section 5.01(a) or (b), calculated on a Pro Forma Basis after giving effect to              such Permitted Prepayments and any related Indebtedness, would not exceed 3.50              to 1.00, such additional amounts as the Designated Company may determine (the              cumulative amount of Permitted Prepayments made after the Closing Date under              this clause (3) at any time that the Total Net Leverage Ratio, as of the last day of              the  four  consecutive  fiscal  quarter  period  of  the  Designated  Company  then  last              ended for which financial statements have been (and are required to have been)              delivered under Section 5.01(a) or (b), calculated on a Pro Forma Basis after giving              effect to such Permitted Prepayments and any related Indebtedness , would exceed              2.0 to 1.0, referred to as the “Prepayments Recapture Amount”); or               (ii) make any payment on or with respect to any Subordinated Indebtedness wholly        among Loan Parties in violation of the subordination provisions thereof; or                (iii) make any payment (whether, voluntary, mandatory, scheduled or otherwise)        on or with respect to any Subordinated Indebtedness (including payments of principal and        interest  thereon,  but  excluding  the  discharge  by Novelis  AG  (as  consideration  for  the                                        239  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        purchase of Accounts under the Receivables Purchase Agreement) of loans or advances        made by Novelis AG to German Seller), if an Event of Default is continuing or would result        therefrom;   provided that  with  respect  to  any Permitted  Prepayment  in  an  aggregate  amount  in  excess  of  $50,000,000,  on  or  prior  to  the  date  of  any  such  payment  or  redemption  pursuant  to  this  Section 6.11(a)(i)(z), the  Designated  Company  shall  deliver  to  the  Administrative  Agent  an  Officer’s  Certificate  specifying  which  clause  of  this Section  6.11(a)(i)(z) such  payment  or  redemption  is  being  made  pursuant  to  and  calculating  in  reasonable  detail  the  amount  of  the  Cumulative Credit or Annual Credit, as applicable, immediately prior to such election and the  amount  thereof  elected  to  be  so  applied,  the  Total  Net  Leverage  Ratio,  Senior  Secured  Net  Leverage Ratio and Consolidated Interest Coverage Ratio referred to above and, in the case of  reliance on clause (2) above, the amount of Liquidity referred to therein.         (b)   notwithstanding anything to the contrary in clause (a) above, directly or indirectly  make any payment (whether, voluntary, mandatory, scheduled or otherwise) of principal on, or  otherwise voluntarily or optionally defease or segregate funds with respect to, Permitted Short  Term Indebtedness, if a Default is continuing or would result therefrom;         (c)   amend or modify, or permit the amendment or modification of, any provision of  any  document  governing  any  Material  Indebtedness  (other  than  Indebtedness under  the  Loan  Documents or Revolving Credit Loan Documents (or any Permitted Revolving Credit Facility  Refinancings thereof)) in any manner that, taken as a whole, is adverse in any material respect to  the interests of the Lenders;          (d)   amend or modify, or permit the amendment or modification of, any provision of  any document governing any Indebtedness under the Revolving Credit Loan Documents (or any  Permitted  Revolving  Credit  Facility  Refinancings  thereof)  if  such  amendment  or  modification  would  (i)  cause  the  aggregate  principal  amount  (or  accreted  value,  if  applicable)  of  all  such  Indebtedness, after giving effect to such amendment or modification, to at any time exceed the  Maximum Revolving Credit Facility Amount, (ii) cause such Indebtedness to have a final maturity  date earlier than the final maturity date of such Indebtedness immediately prior to such amendment  or modification or (iii) result in the persons that are (or are required to be) obligors under such  Indebtedness to be different from the persons that are (or are required to be) obligors under such  Indebtedness being so amended or modified (unless such persons required to be obligors under  such Indebtedness are or are required to be or become obligors under the Loan Documents); or         (e)   terminate, amend or modify any of its Organizational Documents (including (x) by  the filing or modification of any certificate of designation and (y) any election to treat any Pledged  Securities (as defined in the Security Agreement) as a “security” under Section 8-103 of the UCC  other than concurrently with the delivery of certificates representing such Pledged Securities to the  Collateral  Agent)  or  any  agreement  to  which  it  is  a  party  with  respect  to  its  Equity  Interests  (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity                                        240  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Interests, other than any such amendments or modifications or such new agreements which are not  adverse in any material respect to the interests of the Lenders.   Section 6.12 Limitation  on  Certain  Restrictions  on  Restricted  Subsidiaries.   Directly  or  indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or  restriction  on  the  ability  of  any  Restricted  Subsidiary  of  the  Designated  Company  to  (a) pay  dividends  or  make  any  other  distributions  on  its  Equity  Interests  or  any  other  interest  or  participation in its profits owned by the Designated Company or any Restricted Subsidiary of the  Designated Company, or pay any Indebtedness owed to the Designated Company or a Restricted  Subsidiary of the Designated Company, (b) make loans or advances to the Designated Company  or any Restricted Subsidiary of the Designated Company or (c) transfer any of its properties to the  Designated Company or any Restricted Subsidiary of the Designated Company, except for such  encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law;  (ii) this  Agreement  and  the  other  Loan  Documents;  (iii) the  Senior  Note  Documents  and  the  Revolving Credit Loan Documents or other Material Indebtedness; provided that in the case of  such other Material Indebtedness, such encumbrances and restrictions are, taken as a whole, no  more restrictive than such encumbrances and restrictions in the Loan Documents in existence on  the Closing Date; (iv) any agreement or instrument evidencing or governing any Indebtedness  permitted pursuant to Sections 6.01(e), (m) or (to the extent used to finance working capital), or  (y) or (ff), in each case to the extent, in the good faith judgment of the Designated Company, such  restrictions and conditions are on customary market terms for Indebtedness of such type and so  long as the Designated Company has determined in good faith that such restrictions would not  reasonably be expected to impair in any material respect the ability of the Loan Parties to meet  their obligations  under the  Loan Documents; (v) customary provisions restricting subletting or  assignment of any lease governing a leasehold interest of a Company; (vi) customary provisions  restricting assignment of any agreement entered into by a Restricted Subsidiary of the Designated  Company;  (vii) any  holder  of  a  Lien  permitted  by Section  6.02 restricting  the  transfer  of  the  property subject thereto; (viii) customary restrictions and conditions contained in any agreement  relating to the sale of any property permitted under Section 6.06 pending the consummation of  such sale; (ix) any agreement in effect at the time such Restricted Subsidiary of the Designated  Company becomes a Restricted Subsidiary of the Designated Company, so long as such agreement  was not entered into in connection with or in contemplation of such person becoming a Restricted  Subsidiary of the Designated Company; (x) without affecting the Loan Parties’ obligations under  Section  5.11,  customary  provisions  in  partnership  agreements,  shareholders’  agreements,  joint  venture agreements,  limited liability company organizational  governance documents  and other  Organizational Documents, entered into in the ordinary course of business (or in connection with  the formation of such partnership, joint venture, limited liability company or similar person) that  (A)  restrict  the  transfer  of  Equity  Interests  in  such  partnership,  joint  venture,  limited  liability  company or similar person or (B) the case of any Joint Venture or Joint Venture Subsidiary that is  not a Loan Party, provide for other restrictions of the type described in clauses (a), (b) and (c)  above, solely with respect to the Equity Interests in, or property held in, such joint venture, and  customary  provisions  in  asset  sale  and  stock  sale  agreements  and  other  similar  agreements  permitted hereunder that provide for restrictions of the type described in clauses (a), (b) and (c)  above, solely with respect to the assets or persons subject to such sale agreements; (xi) restrictions  on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered  into in the ordinary course of business; (xii) any instrument governing Indebtedness assumed in  connection with any Permitted Acquisition or other Acquisition permitted pursuant to Section 6.04                                        241  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  hereof, which encumbrance or restriction is not applicable to any person, or the properties or assets  of any person, other than the person or the properties or assets of the person so acquired; (xiii) any  encumbrances or restrictions imposed by any amendments or refinancings that are otherwise not  prohibited  by  the  Loan  Documents  of  the  contracts,  instruments  or  obligations  referred  to  in  clauses (iii),  (ix)  or  (x)  above; provided that  such  amendments  or  refinancings  are  no  more  materially restrictive with respect to such encumbrances and restrictions than those prior to such  amendment or refinancing; (xiv) any restrictions on transfer of the Equity Interests in NKL or its  direct parents, 4260848 Canada Inc., 4260856 Canada Inc. and 8018227 Canada Inc., imposed by  any lock-up or listing agreement, rule or regulation in connection with any listing or offering of  Equity Interests in NKL to the extent required by applicable Requirements of Law or listing or  stock exchange requirements; or (xv) customary credit event upon merger provisions in Hedging  Agreements; or (xvi) the Designated Belgian Escrow Agreement to the extent such encumbrances  and  restrictions  apply  solely  to  the  Designated  Belgian  Escrow  Account  and  the  Designated  Belgian Escrow Funds.   Section 6.13 Issuance  of  Disqualified  Capital  Stock.   Issue  any  Disqualified  Capital  Stock  except (i) Joint Venture Subsidiaries and Excluded Collateral Subsidiaries may issue Disqualified  Capital Stock pursuant to Section 6.06(l) and (ii) issuances of Disqualified Capital Stock under  Section 6.04(i) shall be permitted.   Section 6.14 Senior  Secured  Net  Leverage  Ratio.  Permit  the  Senior  Secured  Net  Leverage  Ratio as of the last day of the four consecutive fiscal quarter period of the Designated Company  then last ended (in each case taken as one accounting period), beginning with the four fiscal quarter  period ending September 30, 2016, to be greater than 3.50 to 1.00.   Section 6.15 Business.         (a)   Each  of  Holdings,  Aleris  German  GP  Holdco, and  Novelis  Europe  Holdings  Limited (and, on and after the Specified AV Minerals Joinder Date, AV Minerals) shall not engage  in any business or activity other than (i) holding the Equity Interests of its Subsidiaries (which, in  the case of Aleris German GP Holdco, shall be limited to the general partnership interests of Aleris  Deutschland Vier GmbH & Co. KG, and, in the case of AV Minerals and Holdings, shall be limited  to (x) in the case of AV Minerals, Holdings (to the extent that AV Minerals is not Holdings), (y)  the Designated Company, and, (yz) solely to the extent that the transaction described in clause (c)  of the definition of Permitted Reorganization Actions or any of the transactions contemplated in  clause (b)(i) (or, after giving effect to either of the foregoing, clause (b)(ii)) of the definition of  Permitted Aleris Foreign Subsidiary Transfers is consummated in accordance with the terms of  this Agreement, no more than 12.5% of the aggregate amount of Equity Interests issued by Novelis  Aluminium Holdings Unlimited and/or Aleris Germany, plus one additional share of each such  Equity Interests (or, if such entity has merged, amalgamated or consolidated with and into Novelis  Deutschland  GmbH  with  Novelis  Deutschland  GmbH  as  the  surviving  entity  pursuant  to  a  transaction permitted under Section 6.05 after the date of such Permitted Reorganization Action  or such Permitted Aleris Foreign Subsidiary Transfer, issued by Novelis Deutschland GmbH plus  one additional share of such Equity Interests)), (ii) making intercompany loans to (w) in the case  of Novelis Europe Holdings Limited, pursuant to a transaction permitted under Section 6.04(i),  (x) the Borrower, (y) on and after the Designated Holdco Effective Date, Designated Holdco or                                        242  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  (z)  any  of  its  Subsidiaries  to  the  extent  made  pursuant  to  any  transaction  consummated  in  accordance with the definition of Permitted Aleris Foreign Subsidiary Transfer, (iii) borrowing  intercompany loans from a Company (x) in the case of AV Minerals, pursuant to a transaction  permitted under clause (c) of the definition of Permitted Reorganization Actions and (y) in the case  of Novelis Europe Holdings Limited, pursuant to a transaction permitted under Section 6.01(d) or  clause (h) of the definition of Permitted Reorganization Actions, (iv) other activities attributable  to  or  ancillary  to  its  role  as  a  holding  company  for  its  Subsidiaries,  (v) compliance  with  its  obligations  under  the  Loan  Documents,  the  Revolving  Loan  Documents  (and  any Permitted  Revolving  Credit  Refinancings  thereof),  the  Senior  Note  Documents  (and  any  Permitted  Refinancings  thereof),  the  Additional  Senior  Secured  Indebtedness  Documents,  the  Permitted  Short  Term  Loan  Documents,  and  documents  relating  to  Permitted  First  Priority  Refinancing  Indebtedness,  Permitted  Second  Priority  Refinancing  Indebtedness,  Permitted  Unsecured  Refinancing  Indebtedness,  and  Indebtedness  under Section 6.01(l),  and  (vi)  issuing  its  Equity  Interests  pursuant  to  transactions  that  (x)  do  not  violate  any  Requirement  of  Law  or  its  Organizational Documents, (y) do not result in a Change of Control, and (z) are not otherwise  prohibited by this Agreement.         (b)   The Designated Company and its Restricted Subsidiaries will not engage (directly  or indirectly) in any business other than those businesses in which the Designated Company and  its  Restricted  Subsidiaries  are  engaged  on  the  Closing  Date  as  described  in  the  Confidential  Information Memorandum (or, in the good faith judgment of the Board of Directors, which are  substantially related thereto or are reasonable extensions thereof).         (c)   The Designated Company will not permit any Securitization Entity that it controls  to  engage  in  any  business  or  activity  other  than  performing  its  obligations  under  the  related  Qualified Securitization Transaction and will not permit any Securitization Entity that it controls  to hold any assets other than the Securitization Assets.   Section 6.16 Limitation on Accounting Changes.  Make or permit any change in accounting  policies or reporting practices or tax reporting treatment, except changes that are permitted by  GAAP  or  any  Requirement  of  Law  and  disclosed  to  the  Administrative  Agent  and  changes  described in Section 1.04.   Section 6.17 Fiscal Year.  Change its fiscal year-end to a date other than March 31; provided  that, upon at least 15 Business Days’ prior written notice to the Administrative Agent (or such  shorter  period  as  may  be  determined  by  the  Administrative  Agent),  each  of  Holdings  and  its  Subsidiaries (and, on and after the Specified AV Minerals Joinder Date, AV Minerals) shall be  permitted to change its fiscal year-end to December 31 at any time on or after the date that Hindalco  changes its fiscal year-end to December 31.   Section 6.18 Margin Rules.  Use the proceeds of any Loans, whether directly or indirectly, and  whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the  meaning of Regulation U) or to extend credit to others for the purpose of purchasing or carrying  margin stock or to refund indebtedness originally incurred for such purpose.                                         243  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Section 6.19 No  Further  Negative  Pledge.   Enter  into  or  suffer  to  exist  any  consensual  agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to  create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues,  whether now owned or hereafter acquired, to secure the Secured Obligations, or which requires  the grant of any security for an obligation if security is granted to secure the Secured Obligations,  except  the  following:  (1) this  Agreement  and  the  other  Loan  Documents;  (2) covenants  in  documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties  encumbered thereby; (3) the Revolving Credit Loan Documents, (4) [intentionally omitted]; and  (5) Standard Factoring Undertakings and Standard Securitization Undertakings in connection with  transactions  otherwise  permitted  hereunder  and  (6) any  prohibition  or  limitation  that  (a) exists  pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions  contained  in  any  agreement  relating  to  the  sale  of  any  property  permitted  under Section  6.06  pending  the  consummation  of  such  sale,  (c) restricts  subletting  or  assignment  of  any  lease  governing a leasehold interest of a Loan Party or a Subsidiary or restricts assignment, pursuant to  customary provisions, of any other agreement entered into in the ordinary course of business, (d)  is permitted under Section 6.02(s), (e) exists in any agreement or other instrument of a person  acquired in an Investment permitted hereunder in existence at the time of such Investment (but not  created in connection therewith or in contemplation thereof), which prohibition or limitation is not  applicable to any person, or the properties or assets of any person, other than the person, or the  property or assets of the person so acquired, (f) is contained in any joint venture, shareholders  agreement, limited liability operating agreement or other Organizational Document governing a  Joint Venture or Joint Venture Subsidiary which limits the ability of an owner of an interest in a  Joint Venture or Joint Venture Subsidiary from encumbering its ownership interest therein or (g)  is  imposed  by  any  amendments  or  refinancings  that  are  otherwise  permitted  by  the  Loan  Documents  of  the  contracts,  instruments  or  obligations  referred  to  in  clause (3),  (5)  or  (6)(e);  provided that such amendments and refinancings are no more materially restrictive with respect to  such  prohibitions  and  limitations  than  those  prior  to  such  amendment  or  refinancing.  Notwithstanding anything in this Agreement or any other Loan Document to the contrary, enter  into or suffer to exist any agreement, instrument, deed or lease that creates or purports to create a  Lien upon (i) the Equity Interests owned by Aleris Germany in Aleris German GP Holdco, or (ii)  the Equity Interests owned by Aleris German GP Holdco in Aleris Deutschland Vier GmbH & Co.  KG, unless, in the case of clauses (i) and (ii) a First Priority (subject to the terms of the Intercreditor  Agreement) Lien over such Equity Interests has been granted in favor of the Collateral Agent to  secure the Secured Obligations.   Section 6.20 Anti-Terrorism Law; Anti-Money Laundering.         (a)   Directly or indirectly, (i) conduct any business or engage in making or receiving  any contribution of funds, goods or services to or for the benefit of any person described in any of  clauses (i), (ii), (iii), (iv) or (v) of the second paragraph of Section 3.22 in a manner violative of  any applicable Sanctions or Anti-Terrorism Law, (ii) knowingly deal in, or otherwise engage in  any transaction relating to, any property or interests in property blocked pursuant to the Executive  Order or any other Anti-Terrorism Law, or (iii) knowingly engage in or conspire to engage in any  transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate,  any of the prohibitions set forth in any Anti-Terrorism Law (and the Loan Parties shall deliver to                                         244  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  the Lenders any certification or other evidence requested from time to time by any Lender in its  reasonable discretion, confirming the Loan Parties’ compliance with this Section 6.20).         (b)   Cause or permit any of the funds of such Loan Party that are used to repay the Loans  to be derived from any unlawful activity with the result that the making of the Loans would be in  violation of any Requirement of Law.   Section 6.21 Embargoed Persons.  Cause or permit (a) any of the funds or properties of the  Loan Parties that are used to repay the Loans to constitute property of, or be beneficially owned  directly or indirectly by, any person subject to sanctions or trade restrictions under United States  law  (“Embargoed  Person”  or  “Embargoed  Persons”)  that  is  identified  on  (1) the  “List  of  Specially Designated Nationals and Blocked Persons” maintained by OFAC and/or on any other  similar list maintained by OFAC pursuant to any authorizing statute including, but not limited to,  the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with  the  Enemy  Act,  50  U.S.C.  App.  1 et  seq.,  and  any  Executive  Order  or  Requirement  of  Law  promulgated thereunder, with the result that the investment in the Loan Parties (whether directly  or indirectly) is prohibited by a Requirement of Law, or the Loans made by the Lenders would be  in violation of a Requirement of Law, or (2) the Executive Order, any related enabling legislation  or any other similar Executive Orders or (b) any Embargoed Person to have any direct or indirect  interest, of any nature whatsoever in the Loan Parties, with the result that the investment in the  Loan Parties (whether directly or indirectly) is prohibited by a Requirement of Law or the Loans  are in violation of a Requirement of Law.                                   ARTICLE VII                                                                           GUARANTEE   Section 7.01 The  Guarantee.   The  Guarantors  hereby  jointly  and  severally  guarantee,  as  a  primary obligor and not as a surety to  each Secured Party and their respective successors and  permitted assigns, the prompt payment in full when due (whether at stated maturity, by required  prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest  (including any interest, fees, costs or charges that would accrue after the commencement of a case  under Title 11 of the United States Code or any other Debtor Relief Law or after any bankruptcy  or insolvency petition is filed under Title 11 of the United States Code (or any other Debtor Relief  Law) but for the provisions of the Title 11 of the United States Code (or other Debtor Relief Law)  or that accrues after the commencement of a case under Title 11 of the United States Code or any  other Debtor Relief Law or after any bankruptcy or insolvency petition is filed under Title 11 of  the United States Code (or any other Debtor Relief Law), whether or not allowed) on the Loans  made by the Lenders to, and the Notes held by each Lender of, each Co-Borrower, and all other  Secured Obligations from time to time owing to the Secured Parties by any Loan Party under any  Loan Document  (including  any Hedging Agreement entered into with  a counterparty that is  a  Secured Party), and the performance of all obligations under any of the foregoing, in each case  strictly in accordance with the terms thereof (such obligations being herein collectively called the  “Guaranteed Obligations”). In addition to the guarantee contained herein, each Guarantor that is  a Foreign Subsidiary, as well as Holdings (and, on and after the Specified AV Minerals Joinder                                        245  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Date, AV Minerals), shall execute a Guarantee governed by the applicable law of such Person’s  jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that  the provisions of this Article VII shall duplicate or conflict with the provisions thereof, the terms  of the Foreign Guarantees shall govern the obligations of such Guarantors.  The Guarantors hereby  jointly and severally agree that if any Co-Borrower or other Guarantor shall fail to pay in full when  due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations,  the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever as  if it was the principal obligor, and that in the case of any extension of time of payment or renewal  of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at  extended maturity, by acceleration or otherwise) in accordance with the terms of such extension  or renewal. The Co-Borrowers hereby jointly and severally guarantee, as a primary obligor and  not as a surety to each Secured Party and their respective successors and permitted assigns, the  payment and performance of all obligations of any other Loan Party under any Hedging Agreement  entered into with a counterparty that is a Secured Party and agrees if any such Loan Party shall fail  to pay in full when due (whether at stated maturity, by acceleration or otherwise) any amount due  under such Hedging Agreement, the Co-Borrowers jointly and severally will promptly pay the  same in cash, without any demand or notice whatsoever as if it was the principal obligor, and that  in the case of any extension of time of payment or renewal of any obligation of such Loan Party,  the same will be promptly paid in full when due (whether at extended maturity, by acceleration or  otherwise) in accordance with the terms of such extension or renewal.  Without prejudice to the  generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that  this guarantee shall extend from time to time to any (however fundamental and of whatsoever  nature and whether or not more onerous) variation, increase, extension or addition of or to any of  the  Loan  Documents  and/or  any  facility  or  amount  made  available  under  any  of  the  Loan  Documents for the purposes of or in connection with any of the following: acquisitions of any  nature;  increasing  working  capital;  enabling  investor  distributions  or  Dividends  to  be  made;  carrying  out  restructurings;  refinancing  existing  facilities;  refinancing  any  other indebtedness;  making facilities available to new borrowers; any other variation or extension of the purposes for  which any such facility or amount might be made available from time to time; and any fees, costs  and/or expenses associated with any of the foregoing.     Section 7.02 Obligations  Unconditional.   The  obligations  of  the  Guarantors  and  the  Co- Borrowers under Section 7.01 shall constitute a guaranty of payment and not of collection and to  the  fullest  extent  permitted  by  applicable  Requirements  of  Law (in  the  case  of  the  U.S.  Hold  Separate Order, as such Requirements of Law are modified as it relates to Aleris Rolled Products,  Inc. and/or the other U.S. Subsidiaries of Aleris pursuant to a U.S. Hold Separate Agreement), are  absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness,  validity, regularity or enforceability of the Guaranteed Obligations of the Co-Borrowers or any  other Loan Party under this Agreement, the Notes, if any, or any other agreement or instrument  referred to herein or therein, or any substitution, release or exchange of any other guarantee of or  security  for  any  of  the  Guaranteed  Obligations,  and,  irrespective  of  any  other  circumstance  whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or  Guarantor or Co-Borrower (except for payment in full).  Without limiting the generality of the  foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or  impair  the  liability  of  the  Guarantors  hereunder  which  shall  remain  absolute,  irrevocable  and  unconditional under any and all circumstances as described above:                                         246  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                              (i)     at any time or from time to time, without notice to                  the Guarantors, the time for any performance of or compliance with any of                  the  Guaranteed  Obligations  shall  be  extended,  or  such  performance  or                  compliance  shall  be  waived  or  the  Maturity  Date  shall  be  extended  with                  respect to all or a portion of the Guaranteed Obligations;                               (ii)    any of the acts mentioned in any of the provisions of                  this Agreement or the Notes, if any, or any other agreement or instrument                  referred to herein or therein shall be done or omitted;                               (iii)   the  maturity  of  any  of  the  Guaranteed  Obligations                  shall be accelerated, or any of the Guaranteed Obligations shall be amended                  in any respect, or any right under the Loan Documents or any other agreement                  or instrument referred to herein or therein shall be amended or waived in any                  respect or any other guarantee of any of the Guaranteed Obligations or any                  security  therefor  shall  be  released  or  exchanged  in  whole  or  in  part  or                  otherwise dealt with;                               (iv)    any Lien or security interest granted to, or in favor                  of, any Lender or Agent as security for any of the Guaranteed Obligations                  shall fail to be perfected; or                               (v)     the  release  of  any  other  Guarantor  pursuant  to                  Section 7.09.         The  Guarantors  and  the  Co-Borrowers  hereby  expressly  waive  diligence,  presentment,  demand of payment, protest and all notices whatsoever, and any requirement that any Secured  Party exhaust any right, power or remedy or proceed against any Co-Borrower or any other Loan  Party under this Agreement or the Notes, if any, or any other agreement or instrument referred to  herein or therein, or against any other person under any other guarantee of, or security for, any of  the Guaranteed Obligations.  The Guarantors and the Co-Borrowers waive any and all notice of  the  creation,  renewal,  extension,  waiver,  termination  or  accrual  of  any  of  the  Guaranteed  Obligations  and  notice  of  or  proof  of  reliance  by  any  Secured  Party  upon  this  Guarantee  or  acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively  be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all  dealings  between  the  Co-Borrowers  and  the  Secured  Parties  shall  likewise  be  conclusively  presumed to have been had or consummated in reliance upon this Guarantee.  This Guarantee shall  be  construed  as  a  continuing,  absolute,  irrevocable  and  unconditional  guarantee  of  payment  without regard to any right of offset with respect to the Guaranteed Obligations at any time or from  time to time held by Secured Parties, and the obligations and liabilities of the Guarantors and the  Co-Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Secured  Parties or any other person at any time of any right or remedy against any Co-Borrower or any  other Loan Party, or against any other person which may be or become liable in respect of all or                                        247  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or  right of offset with respect thereto.  This Guarantee shall remain in full force and effect and be  binding  in  accordance  with  and  to  the  extent  of  its  terms  upon  the  Guarantors  and  the Co- Borrowers and the respective successors and assigns thereof, and shall inure to the benefit of the  Lenders and the other Secured Parties, and their respective successors and assigns, notwithstanding  that from time to time during the term of this Agreement there may be no Guaranteed Obligations  outstanding.   Section 7.03 Reinstatement.  The obligations of the Guarantors under this ARTICLE VII shall  be automatically reinstated if and to the extent that for any reason any payment by or on behalf of  any Co-Borrower or other Loan Party in respect of the Guaranteed Obligations is rescinded or  must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result  of  any  proceedings  in  bankruptcy  or  reorganization  pursuant  to  any  Debtor  Relief  Law  or  otherwise.   The  Guarantors  and  the  Co-Borrowers  jointly  and  severally  agree  that  they  will  indemnify  each  Secured  Party  on  demand  for  all  reasonable  costs  and  expenses  (including  reasonable fees of counsel) incurred by such Secured Party in connection with such rescission or  restoration, including any such costs and expenses incurred in defending against any claim alleging  that  such  payment  constituted  a  preference,  fraudulent  transfer  or  similar  payment  under  any  Debtor  Relief  Law,  other  than  any  costs  or  expenses  determined  by  a  court  of  competent  jurisdiction by final and nonappealable judgment to have resulted from the bad faith or willful  misconduct of such Secured Party.   Section 7.04 Subrogation;  Subordination.   Each  Guarantor  and  each Co-Borrower  hereby  agrees that until the indefeasible and irrevocable payment and satisfaction in full in cash of all  Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders  under this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or  indirect, arising by reason of any performance by it of its guarantee in Section 7.01, whether by  subrogation or otherwise, against any other Co-Borrower or any other Guarantor of any of the  Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness  of any Loan Party permitted pursuant to Section 6.01(d) shall be subordinated to such Loan Party’s  Secured Obligations in a manner reasonably satisfactory to the Administrative Agent.   Section 7.05 Remedies.   The  Guarantors  jointly  and  severally  agree  that,  as  between  the  Guarantors and the Lenders, the obligations of the Co-Borrowers under this Agreement and the  Notes, if any, may be declared to be forthwith due and payable as provided in Section 8.01 (and  shall be deemed to have become automatically due and payable in the circumstances provided in  Section 8.01)  for  purposes  of Section  7.01,  notwithstanding  any  stay,  injunction  or  other  prohibition preventing such declaration (or such obligations from becoming automatically due and  payable) as against the Co-Borrowers and that, in the event of such declaration (or such obligations  being deemed to have become automatically due and payable), such obligations (whether or not  due and payable by the Co-Borrower) shall forthwith become due and payable by the Guarantors  for purposes of Section 7.01.   Section 7.06 Instrument for the Payment of Money.  Each Guarantor and each Co-Borrower  hereby acknowledges that the guarantee in this ARTICLE VII constitutes an instrument for the  payment of money, and consents and agrees that any Lender or Agent, at its sole option, in the                                         248  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the  right to bring a motion-action under New York CPLR Section 3213.   Section 7.07 Continuing  Guarantee.   The  guarantee  in  this ARTICLE  VII is  a  continuing  guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.   Section 7.08 General  Limitation  on  Guarantee  Obligations.   In  any  action  or  proceeding  involving any state corporate limited partnership or limited liability company law, or any Debtor  Relief Law, if the obligations of any Guarantor or any Co-Borrower under Section 7.01 would  otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to  the claims of any other creditors, on account of the amount of its liability under Section 7.01, then,  notwithstanding any other provision to the contrary, the amount of such liability shall, without any  further action by such Guarantor, any Loan Party or any other person, be automatically limited and  reduced to the highest amount (after giving effect to the rights of contribution established in the  Contribution, Intercompany, Contracting and Offset Agreement) that are valid and enforceable  and not subordinated to the claims of other creditors as determined in such action or proceeding.   Section 7.09 Release of Guarantors.  If, in compliance with the terms and provisions of the  Loan Documents, (a) Equity Interests of any Subsidiary Guarantor are issued, sold or transferred  (including  pursuant  to  a  merger,  consolidation  or  amalgamation)  such  that  it  ceases  to  be  a  Restricted Subsidiary (a “Transferred Guarantor”) to a person or persons, none of which is a  Loan  Party  or  a  Subsidiary,  (b)  a  Guarantor  is  designated  as  an  Unrestricted  Subsidiary  in  accordance with the Loan Documents, (c) a Restricted Subsidiary that becomes a Loan Party after  the Closing Date is subsequently designated as an Excluded Collateral Subsidiary in accordance  with the definition thereof, (d) a Qualified Borrower IPO, or (e) a Qualified IPO by Designated  Holdco shall occur, then, such Transferred Guarantor (in the case of clause (a)), such Unrestricted  Subsidiary  (in  the  case  of clause  (b)),  such  Restricted  Subsidiary  (in  the  case  of clause  (c)),  Holdings and, on and after the Specified AV Minerals Joinder Date, AV Minerals (in the case of  clause (d)), or, on and after the Designated Holdco Effective Date, Holdings and, on and after the  Specified AV Minerals  Joinder Date, AV Minerals (in the case of clause (e)), shall, upon the  consummation  of  such  issuance,  sale  or  transfer  or  upon  such  designation  as  an  Unrestricted  Subsidiary or Excluded Collateral Subsidiary or upon the consummation of the Qualified Borrower  IPO  or  a  Qualified  IPO  by  Designated  Holdco,  be  released  from  its  obligations  under  this  Agreement (including under Section 11.03 hereof) and any other Loan Documents to which it is a  party and, except with respect to Holdings (and, on and after the Specified AV Minerals Joinder  Date, AV Minerals) in the case of clauses (d) and (e) above, its obligations to pledge and grant any  Collateral owned by it pursuant to any Security Document, and the Collateral Agent shall take  such  actions  as  are  within  its  powers  to  effect  each  release  described  in  this Section  7.09 in  accordance  with  the  relevant  provisions  of  the  Security  Documents  and  the  Intercreditor  Agreement; provided that such Guarantor is also released from its obligations, if any, under the  Revolving Credit Loan Documents, the Senior Note Documents, the Additional Senior Secured  Indebtedness Documents and other Material Indebtedness guaranteed by such Person on the same  terms.     Section 7.10 Certain Tax Matters.  Notwithstanding the provisions of Section 2.15 if a Loan  Party (other than a Co-Borrower) makes a payment hereunder that is subject to withholding tax in  excess of the highest withholding tax that would have been imposed on payments made by any of                                        249  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  the Co-Borrowers with respect to whose obligation it is making a payment, the relevant Loan Party  shall increase the amount of such payment such that, after deduction and payment of all such  withholding taxes (including withholding taxes applicable to additional sums payable under this  Section), the payee receives an amount equal to the amount it would have received if no such  excess  withholding  tax  had  been  imposed; provided that  the  Administrative  Agent  or  Lender  provides,  as  reasonably  requested  by the  relevant  Loan  Party  and  as  required  under  Sections 2.15(e) or 2.15(h), as the case may be, such forms, certificates and documentation that  would be required to reduce or eliminate withholding and, with respect to non-U.S. withholding  taxes, would not, in the Administrative Agent’s or the relevant Lender’s reasonable judgment,  subject  it  to  any  material  unreimbursed  costs  or  materially  prejudice  its  legal  or  commercial  position; provided, however, that no payment shall be made under this Section 7.10 with respect  to any withholding tax that is not an Indemnified Tax.   Section 7.11 German Guarantor.         (a)   Subject to Section 7.11(b) through Section 7.11(e) below, the Secured Parties shall  not enforce the guarantee obligations of a German Guarantor existing in the form of a German  limited liability company (Gesellschaft mit beschränkter Haftung; GmbH) or limited partnership  with a limited liability company as partner (GmbH or GmbH & Co. KG) under this Article VII to  the extent (i) such German Guarantor guarantees obligations of one of its shareholders or of an  affiliated company (verbundenes Unternehmen) of a shareholder within the meaning of Section 15  of  the  German  Stock  Corporation  Act  (Aktiengesetz)  (other  than  a  Subsidiary  of  that  German  Guarantor  or  the  German  Guarantor  itself),  and  (ii)  the  enforcement  of  such  guarantee  for  shareholder obligations would reduce, in violation of Section 30 of the German Limited Liability  Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung – “GmbHG”),  the net assets (assets minus liabilities minus provisions and liability reserves (Reinvermögen)), in  each case as calculated in accordance with generally accepted accounting principles in Germany  (Grundsätze ordnungsmäßiger Buchführung) as consistently applied by such German Guarantor  in preparing its unconsolidated balance sheets (Jahresabschluss gem. section 42 GmbHG, sections  242, 264 German Commercial Code (Handelsgesetzbuch – HGB)) of the German Guarantor (or  in the case of a GmbH & Co. KG, its general partner) to an amount that is insufficient to maintain  its  (or  in  the  case  of  a GmbH  &  Co.  KG,  its  general  partner’s)  registered  share  capital  (Stammkapital) (or would increase an existing shortage in its net assets below its registered share  capital); provided that for the purpose of determining the relevant registered share capital and the  net assets, as the case may be:                               (i)     The  amount  of  any  increase  of  registered  share                  capital (Stammkapital) of such German Guarantor (or its general partner in                  the form of a GmbH) implemented after the Closing Date that is effected                  without  the  prior  written  consent  of  the  Administrative  Agent  shall  be                  deducted from the registered share capital of the German Guarantor (or its                  general partner in the form of a GmbH);                                         250  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                              (ii)    any  loans  provided  to  the  German  Guarantor  by  a                  direct or indirect shareholder or an affiliate thereof (other than a Subsidiary                  of such German Guarantor) shall be disregarded and not accounted for as a                  liability to the extent that such loans are subordinated pursuant to Section                  39(1) no. 1 through no. 5 of the German Insolvency Code (Insolvenzordnung)                  or subordinated in any other way by law or contract;                               (iii)   any  shareholder  loans,  other  loans  and  contractual                  obligations and liabilities incurred by the German Guarantor in violation of                  the provisions of any of the Loan Documents shall be disregarded and not                  accounted for as liabilities;                               (iv)    any assets that are shown in the balance sheet with a                  book value that, in the opinion of the Administrative Agent, is significantly                  lower than their market value and that are not necessary for the business of                  the German Guarantor (nicht betriebsnotwendig) shall be accounted for with                  their market value; and                               (v)     the assets of the German Guarantor will be assessed                  at  liquidation  values  (Liquidationswerte)  if,  at  the  time  the  managing                  directors prepare the balance sheet in accordance with paragraph (b) below                  and  absent  the  demand  a  positive  going  concern  prognosis  (positive                  Fortbestehensprognose) cannot be established.         (b)   The limitations set out in Section 7.11(a) only apply:                               (i)     if and to the extent that the managing directors of the                  German Guarantor (or in the case of a GmbH Co. KG, its general partner)                  have  confirmed  in  writing  to  the  Administrative  Agent  within  ten  (10)                  Business Days of a demand for payment under this Article VII the amount of                  the obligations under this Article VII which cannot be paid without causing                  the net assets of such German Guarantor (or in the case of a GmbH Co. KG,                  its general partner) to fall below its registered share capital, or increase an                  existing shortage in net assets below its registered share capital (taking into                  account the adjustments set out above) and such confirmation is supported by                  a current balance sheet and other evidence satisfactory to the Administrative                  Agent  and  neither  the  Administrative  Agent  nor  any  Lender  raises  any                  objections  against  that  confirmation  within  five  Business  Days  after  its                  receipt; or                               (ii)    if,  within  twenty  Business  Days  after  an  objection                  under clause (i) has been raised by the Administrative Agent or a Lender, the                                        251  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                  Administrative  Agent  receives  a  written  audit  report  (“Auditor’s                  Determination”) prepared at the expense of the relevant German Guarantor                  by a firm of auditors of international standing and reputation that is appointed                  by the German Guarantor and reasonably acceptable to the Administrative                  Agent, to the extent such report identifies the amount by which the net assets                  of that German Guarantor (or in the case of a GmbH & Co. KG, its general                  partner in the form of a GmbH) are necessary to maintain its registered share                  capital as at the date of the demand under this Article VII (taking into account                  the  adjustments  set  out  above).  The  Auditor’s  Determination  shall  be                  prepared  in  accordance  with  generally  accepted  accounting  principles                  applicable  in  Germany  (Grundsätze  ordnungsgemäßer  Buchführung)  as                  consistently applied by the German Guarantor in the preparation of its most                  recent annual balance sheet. The Auditor’s Determination shall be binding                  for all Parties except for manifest error.         (c)   In any event, the Secured Parties shall be entitled to enforce the guarantee up to  those amounts that are undisputed between them and the relevant German Guarantor or determined  in accordance with Section 7.11(a) and Section 7.11(b). In respect of the exceeding amounts, the  Secured Parties shall be entitled to further pursue their claims (if any) and the German Guarantor  shall  be  entitled  to  provide  evidence  that  the  excess  amounts  are  necessary  to  maintain  its  registered share capital (calculated as at the date of demand under this Article VII and taking into  account the adjustments set out above).  The Secured Parties are entitled to pursue those parts of  the guarantee obligations of the German Guarantor that are not enforced by operation of Section  7.11(a) above at any subsequent point in time.  This Section 7.11 shall apply again as of the time  such additional demands are made.         (d)   Section  7.11(a) shall  not  apply  as  to  the  amount  of  Loans  borrowed  under  this  Agreement  and  passed  on  (whether  by  way  of  shareholder  loan  or  equity  contribution)  to  the  respective German Guarantor or any of its Subsidiaries as long as the respective shareholder loan  is outstanding or the respective equity contribution has not been dissolved or otherwise repaid.         (e)   Should  it  become  legally  permissible  for  managing  directors  of  a  German  Guarantor  to  enter  into  guarantees  in  support  of  obligations  of  their  shareholders  without  limitations, the limitations set forth in Section 7.11(a) shall no longer apply.  Should any such  guarantees become subject to legal restrictions that are less stringent than the limitations set forth  in Section 7.11(a) above, such less stringent limitations shall apply. Otherwise, Section 7.11(a)  shall remain unaffected by changes in applicable law.         (f)   The limitations provided for in paragraph (a) above shall not apply where (i) the  relevant German Guarantor has a fully valuable (vollwertig) recourse claim (Gegenleistungs- oder  Rückgewähranspruch)  vis-à-vis  the  relevant  shareholder  or  (ii)  a  domination  agreement  (Beherrschungsvertrag) or a profit and loss pooling agreement (Ergebnisabführungsvertrag) is or  will be in existence with the relevant German Guarantor (or the relevant general partner), unless  section 30 GmbHG is violated despite of the existence of such agreement.                                        252  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Section 7.12 Swiss Guarantors.  If and to the extent that (i) the obligations under this ARTICLE  VII of  any  Swiss  Guarantor  are  for  the  exclusive  benefit  of  any  of  such  Swiss  Guarantor’s  Affiliates (other than such Swiss Guarantor’s direct or indirect Subsidiaries) and (ii) complying  with the obligations under this ARTICLE VII would constitute a repayment of capital (restitution  des apports) or the payment of a (constructive) dividend (distribution de dividende), the following  shall apply:         (a)   The aggregate obligations under this ARTICLE VII of any Swiss Guarantor shall  be limited to the maximum amount of such Swiss Guarantor’s profits and reserves available for  distribution, in each case in accordance with, without limitation, articles 671 para.1 to 3 and 675  para.2  of  the  Swiss  Code  of  Obligations  (the  “Available  Amount”)  at  the  time  any  Swiss  Guarantor makes a payment under this ARTICLE VII (provided such limitation is still a legal  requirement under Swiss law at that time).         (b)   Immediately  after  having  been  requested  to  make  a  payment  under  this  ARTICLE VII (the  “Guarantee  Payment”),  each  Swiss  Guarantor  shall   (i)  provide  the  Administrative  Agent,  within  thirty  (30)  Business  Days  from  being  requested  to  make  the  Guarantee Payment, with (1) an interim audited balance sheet prepared by the statutory auditors  of the applicable Swiss Guarantor, (2) the determination of the Available Amount based on such  interim audited balance sheet as computed by the statutory auditors, and (3) a confirmation from  the statutory auditors that the Available Amount is the maximum amount which can be paid by the  Swiss Guarantor under this ARTICLE VII without breaching the provisions of Swiss corporate  law, which are aimed at protecting the share capital and legal reserves, and (ii) upon receipt of the  confirmation referred to in the preceding sentence under (3) and after having taken all actions  required pursuant to paragraph (d) below, make such Guarantee Payment in full (less, if required,  any Swiss Withholding Tax).         (c)   If so required under Swiss law (including double tax treaties to which Switzerland  is a party) at the time it is required to make a payment under this ARTICLE VII or the Security  Documents, the applicable Swiss Guarantor (1) may deduct the Swiss Withholding Tax at the rate  of 35% (or such other rate as may be in force at such time) from any payment under this ARTICLE  VII or the Security Documents, (2) may pay the Swiss Withholding Tax to the Swiss Federal Tax  Administration, and (3) shall notify and provide evidence to the Administrative Agent that the  Swiss Withholding Tax has been paid to the Swiss Federal Tax Administration.  To the extent the  Guarantee Payment due is less than the Available Amount, the applicable Swiss Guarantor shall  be required to make a gross-up, indemnify or otherwise hold harmless the Secured Parties for the  deduction of the Swiss Withholding Tax, it being understood that at no time shall the Guarantee  Payment (including any gross-up or indemnification payment pursuant to this paragraph (c) and  including  any  Swiss  Withholding  Tax  levied  thereon)  exceed  the  Available  Amount.   The  applicable Swiss Guarantor shall use its best efforts to ensure that any person which is, as a result  of a payment under this ARTICLE VII, entitled to a full or partial refund of the Swiss Withholding  Tax, shall as soon as possible after the deduction of the Swiss Withholding Tax (i) request a refund  of the Swiss Withholding Tax under any applicable law (including double tax treaties) and (ii) pay  to the Administrative Agent for distribution to the applicable Secured Parties upon receipt any                                        253  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  amount so refunded. The Secured Obligations will only be considered as discharged to the extent  of the effective payment received by the Secured Parties under this ARTICLE VII. This subsection  (c) is without prejudice to the gross-up or indemnification obligations of any Guarantor other that  the Swiss Guarantors.         (d)   The Swiss Guarantors shall use reasonable efforts to take and cause to be taken all  and  any  other  action,  including  the  passing  of  any  shareholders’  resolutions  to  approve  any  Guarantee Payment under this ARTICLE VII or the Security Documents, which may be required  as  a  matter  of  Swiss  mandatory  law  or  standard  business  practice  as  existing  at  the  time  it  is  required to make a Guarantee Payment under this ARTICLE VII or the Security Documents in  order to allow for a prompt payment of the Guarantee Payment or Available Amount, as applicable.   Section 7.13 Irish Guarantor.  This Guarantee does not apply to any liability to the extent that  it would result in this Guarantee constituting unlawful financial assistance within the meaning of,  in respect of any Irish Guarantor, Section 82 of the Irish Companies Act 2014 of Ireland.     Section 7.14 Brazilian Guarantor.  The Brazilian Guarantor waives and shall not exercise any  and all rights and privileges granted to guarantors which might otherwise be deemed applicable,  including but not limited to the rights and privileges referred to in Articles 827, 834, 835, 836,  837, 838 and 839 of the Brazilian Civil Code and the provisions of Article 794 of the Brazilian  Civil Procedure Code.    Section 7.15 French Guarantor.         (a)   The obligations and liabilities of a French Guarantor under the Loan Documents  and in particular under Article VII (Guarantee) of this Agreement shall not include any obligation  or  liability  which  if  incurred  would  constitute  the  provision  of  financial  assistance  within  the  meaning of article L. 225-216 of the French Code de commerce and/or would constitute a misuse  of corporate assets  within the meaning of article  L. 241-3 or  L. 242-6 of the French Code de  commerce or any other laws or regulations having the same effect, as interpreted by French courts.         (b)   The obligations and liabilities of a French Guarantor under Article VII (Guarantee)  of this Agreement for the obligations under the Loan Documents of any other Guarantor which is  not a French Subsidiary of such French Guarantor, shall be limited at any time to an amount equal  to the aggregate of all amounts borrowed under this Agreement by such other Guarantor as a Co- Borrower to the extent directly or indirectly on-lent to the French Guarantor under inter-company  loan agreements and outstanding at the date a payment is to be made by such French Guarantor  under Article VII (Guarantee) of this Agreement, it being specified that any payment made by a  French  Guarantor  under  Article  VII  (Guarantee)  of  the  Credit  Agreement  in  respect  of  the  obligations of such Guarantor as a Co-Borrower shall reduce pro tanto the outstanding amount of  the inter-company loans due by the French Guarantor under the inter-company loan arrangements  referred to above.                                         254  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (c)   The obligations and liabilities of a French Guarantor under Article VII (Guarantee)  of this Agreement for the obligations under the Loan Documents of any Guarantor which is its  Subsidiary shall not be limited and shall therefore cover all amounts due by such Guarantor as a  Co-Borrower  and/or  as  Guarantor,  as  applicable.   However,  where  such  Subsidiary  is  not  incorporated in France, the amounts payable by the French Guarantor under this paragraph (c) in  respect of obligations of this Subsidiary as a Co-Borrower and/or Guarantor, shall be limited as  set out in paragraph (b) above.    Section 7.16 Belgian Guarantor. No Belgian Guarantor shall be liable for the obligations owed  to the Secured Parties by any other Loan Party under any Loan Document, to the extent that such  liability  would  result  in  such  guarantee  constituting  unlawful  financial  assistance  within  the  meaning of Article 329 or 629 of the Belgian Companies Code (or any equivalent and applicable  provisions in any relevant jurisdiction).   Section 7.17 Keepwell.  Each Qualified ECP Guarantor hereby jointly and severally absolutely,  unconditionally  and  irrevocably  undertakes  to  provide  such  funds  or  other  support  as  may  be  needed  from  time  to  time  by  each  other  Loan  Party  to  honor  all  of  its  obligations  under  this  Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor  shall only be liable under this Section 7.17 for the maximum amount of such liability that can be  hereby incurred without rendering its obligations under this Section 7.17, or otherwise under this  Article VII, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer,  and not  for any  greater  amount). The obligations  of each Qualified ECP Guarantor under this  Section shall remain in  full force and effect until the termination of all Commitments and the  repayment in full of all outstanding Obligations. Each Qualified ECP Guarantor intends that this  Section 7.17 constitute, and this Section 7.17 shall be deemed to constitute, a “keepwell, support,  or  other  agreement”  for  the  benefit  of  each  other  Loan  Party  for  all  purposes  of  Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.                                   ARTICLE VIII                                                                       EVENTS OF DEFAULT   Section 8.01 Events  of  Default.   Upon  the  occurrence  and  during  the  continuance  of  the  following events (“Events of Default”):         (a)   default shall be made in the payment of any principal of any Loan when and as the  same  shall  become  due  and  payable,  whether  at  the  due  date  thereof  (including  a  Term  Loan  Repayment  Date or  an Aleris  Incremental  Term  Loan Repayment Date) or at  a date fixed for  prepayment (whether voluntary or mandatory) thereof or by acceleration thereof or otherwise;         (b)   default shall be made in the payment, when and as the same shall become due and  payable,  of  (i)  any  interest  on  any  Loan  and,  if  such  default  is  caused  by  a  technical  or  administrative delay, such default shall continue  unremedied for a period of five (5)  Business  Days, or (ii) any Fee or any other amount (other than an amount referred to in paragraph (a) or                                         255  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  (b)(i) above) due under any Loan Document and such default shall continue unremedied for a  period of five (5) Business Days;         (c)   any representation or warranty made or deemed made in or in connection with any  Loan Document or the borrowings hereunder, or which is contained in any certificate furnished by  or on behalf of a Loan Party pursuant to this Agreement or any other Loan Document, shall prove  to have been false or misleading (in full or in part) in any material respect when so made or deemed  made;         (d)   default shall be made in the due observance or performance by any Company of  any  covenant,  condition  or  agreement  contained  in  (x) Section  5.02(a), Section  5.03(a),  Section 5.08, Section 5.15, Section 5.16, or ARTICLE VI or (y) Section 5.04(a) or Section 5.04(b)  (provided that in the case of defaults under Sections 5.04(a) or (b) which do not impair in any  material respect the insurance coverage maintained on the Collateral or the Companies’ assets  taken as a whole, then such default will not constitute an Event of Default unless such default has  continued unremedied for a period of three (3) Business Days);         (e)   (i) default shall be made in the due observance or performance by any Company of  any covenant, condition or agreement contained in Section 5.02 (other than Section 5.02(a)), and  such default shall continue unremedied or shall not be waived for a period of five (5) Business  Days after written notice thereof from the Administrative Agent or any Lender to the Designated  Company, or (ii) default shall be made in the due observance or performance by any Company of  any covenant, condition or agreement contained in any Loan Document (other than those specified  in paragraphs (a), (b), (d) or (e)(i) immediately above) and such default shall continue unremedied  or  shall  not  be  waived  for  a  period  of  thirty  (30)  days  after  written  notice  thereof  from  the  Administrative Agent or any Lender to the Designated Company;         (f)   any Company shall (i) fail to pay any principal or interest, regardless of amount,  due in respect of any Indebtedness (other than the Obligations), when and as the same shall become  due and payable beyond any applicable grace period, (ii) fail to observe or perform any other term,  covenant,  condition  or  agreement  contained  in  any  agreement  or  instrument  evidencing  or  governing any Indebtedness if the effect of any failure referred to in this clause (ii) is to cause, or  to permit the holder or holders of such Indebtedness or a trustee or other representative on its or  their behalf to  cause, such  Indebtedness  to  become due prior to  its  stated maturity or become  subject to a mandatory offer purchase by the obligor; provided that, other than in the case of the  Revolving Credit Agreement, it shall not constitute an Event of Default pursuant to this paragraph  (f) unless the aggregate Dollar Equivalent amount of all such Indebtedness referred to in clauses (i)  and (ii) exceeds $100,000,000 at any one time (provided that, in the case of Hedging Obligations,  the amount counted for this purpose shall be the net amount payable by all Companies if such  Hedging Obligations were terminated at such time); provided, further that this clause (f)(ii) shall  not apply to (x) a failure to comply with a financial maintenance covenant under the Revolving  Credit Agreement in the form of an asset based loan facility, (y) secured Indebtedness that becomes  due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness,  if  such  sale  or  transfer  is  permitted  hereunder  and  under  the  documents  providing  for  such                                        256  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Indebtedness and such Indebtedness is repaid or discharged to the extent required under the terms  governing  such  Indebtedness  or  (z)  Indebtedness  that  becomes  due  as  a  result  of  a  notice  of  voluntary refinancing, exchange, or conversion thereof that is permitted thereunder, so long as  such  refinancing, exchange  or  conversion  is  consummated,  or  such  notice  duly  withdrawn,  in  accordance with the terms of such Indebtedness, or (iii) fail to observe or perform any financial  maintenance covenant under a Revolving Credit Agreement which is an asset based loan facility  and such failure results in the Indebtedness under such Revolving Credit Agreement becoming due  prior to its stated maturity;          (g)   an involuntary proceeding shall be commenced or an involuntary petition shall be  filed in a court of competent jurisdiction seeking (i) relief in respect of any Loan Party or Material  Subsidiary, or of a substantial part of the property of any Loan Party or Material Subsidiary, under  Title 11 of the U.S. Code, as now constituted or hereafter amended, or any other federal, state,  provincial or foreign bankruptcy, insolvency, receivership, reorganization or other Debtor Relief  Law, including any proceeding under applicable corporate law; (ii) the appointment of a receiver,  trustee, custodian, sequestrator, conservator, examiner or similar official for any Loan Party or  Material  Subsidiary  or  for  a  substantial  part  of  the  property  of  any  Loan  Party  or  Material  Subsidiary;  or  (iii) the  winding-up,  liquidation  or  examination  of  any  Loan  Party  or  Material  Subsidiary; and such proceeding or petition shall continue undismissed for sixty (60) days or an  order or decree approving or ordering any of the foregoing shall be entered;         (h)   any  Loan  Party  or  Material  Subsidiary  shall  (i) voluntarily  commence  any  proceeding or file any petition seeking relief under Title 11 of the United States Code, as now  constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency,  receivership or other Debtor Relief Law; (ii) consent to the institution of, or fail to contest in a  timely and appropriate manner, any proceeding or the filing of any petition described in clause (g)  above; (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator,  conservator,  examiner  or  similar  official  for  any  Loan  Party  or  Material  Subsidiary  or  for  a  substantial  part  of  the  property  of  any  Loan  Party  or  Material  Subsidiary;  (iv) file  an  answer  admitting the material allegations of a petition filed against it in any such proceeding; (v) make a  general assignment for the benefit of creditors; (vi) become unable, admit in writing its insolvency  or inability or fail generally to pay its debts  as they become due; (vii) take any action for the  purpose of effecting any of the foregoing; (viii) wind up or liquidate (except in accordance with  Section 6.05) or put into examination, or (ix) take any step with a view to a moratorium or a  composition or similar arrangement with any creditors of any Loan Party or Material Subsidiary,  or  a  moratorium  is  declared  or  instituted  in  respect  of  the  indebtedness  of  any  Loan  Party  or  Material Subsidiary;         (i)   one or more judgments, orders or decrees for the payment of money in an aggregate  Dollar Equivalent amount in excess of $100,000,000, to the extent not covered by insurance or  supported  by  a  letter  of  credit  or  appeal  bonds  posted  in  cash,  shall  be  rendered  against  any  Company  or  any  combination  thereof  and  the  same  shall  remain  undischarged,  unvacated  or  unbonded  for  a  period  of  thirty  (30)  consecutive  days  during  which  execution  shall  not  be                                         257  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  effectively  stayed,  or  any  action  shall  be  legally  taken  by  a  judgment  creditor  to  levy  upon  properties of any Company to enforce any such judgment;         (j)   one or more ERISA Events  or noncompliance  with  respect  to  Foreign  Plans or  Compensation Plans shall have occurred that, when taken together with  all other such ERISA  Events  and  noncompliance  with  respect  to  Foreign  Plans  or  Compensation  Plans  that  have  occurred,  could  reasonably  be  expected  to  result  in  liability  of  any  Company  and  its  ERISA  Affiliates that could reasonably be expected to result in a Material Adverse Effect;         (k)   any security interest and Lien purported to be created by any Security Document  shall cease to be in full force and effect, or shall cease to give the Collateral Agent, for the benefit  of the Secured Parties, a valid, perfected First Priority security interest in and Lien on all of the  Collateral thereunder (except as otherwise expressly provided in such Security Document) in favor  of the Collateral Agent, or shall be asserted by the Designated Company or any other Loan Party  not  to  be  a  valid,  perfected,  First  Priority  (except  as  otherwise  expressly  provided  in  this  Agreement, the Intercreditor Agreement or such Security Document) security interest in or Lien  on the Collateral covered thereby;         (l)   any Loan Document or any material provision thereof shall at any time and for any  reason be declared by a court of competent jurisdiction to be null and void, or a proceeding shall  be commenced by any Loan Party or by any Governmental Authority, seeking to establish the  invalidity or unenforceability thereof (exclusive of questions of interpretation of any provision  thereof), or any Loan Party shall repudiate or deny any portion of its liability or obligation for the  Obligations;         (m)   there shall have occurred a Change in Control;         (n)   the Intercreditor Agreement or any material provision thereof shall cease to be in  full  force  or  effect  other  than  (i)  as  expressly  permitted  hereunder  or  thereunder,  (ii)  by  a  consensual termination or modification thereof agreed to by the Agent party thereto, the Revolving  Credit Agents party thereto and all other creditors of the Designated Company and its Restricted  Subsidiaries (or any trustee, agent or representative acting on their behalf) that is a party thereto,  or  (iii)  as  a  result  of  satisfaction  in  full  of  the  obligations  under  the  Revolving  Credit  Loan  Documents, the Additional Senior Secured Indebtedness Documents (if any), the Junior Secured  Indebtedness (if any) and any other Material Indebtedness subject to the terms of the Intercreditor  Agreement; or         (o)   any  Company  shall  be  prohibited  or  otherwise  restrained  from  conducting  the  business theretofore conducted by it in any manner that has or could reasonably be expected to  result in a Material Adverse Effect by virtue of any determination, ruling, decision, decree or order  of any court or Governmental Authority of competent jurisdiction;                                         258  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  then, and in every such event (other than an event with respect to any Loan Party described in  paragraph (g) or (h) above), and at any time thereafter during the continuance of such event the  Administrative  Agent may,  and  at  the  request  of  the  Required  Lenders  shall,  by  notice  to  the  Designated Company, take either or both of the following actions, at the same or different times:   (i) terminate  forthwith  the  Commitments  and  (ii) declare  the  Loans  then  outstanding  to  be  forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared  to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all  other Obligations of the Loan Parties accrued hereunder and under any other Loan Document, shall  become forthwith due and payable, without presentment, demand, protest or any other notice of  any kind, all of which are hereby expressly waived by each of the Loan Parties, anything contained  herein or in any other Loan Document to the contrary notwithstanding; and in any event, with  respect  to  any  Loan  Party  described  in  paragraph (g)  or  (h)  above,  the  Commitments  shall  automatically terminate and the principal of the Loans then outstanding, together with accrued  interest thereon and any unpaid accrued Fees, costs, charges and all other Obligations of the Loan  Parties accrued hereunder and under any other Loan Document, shall automatically become due  and payable, without presentment, demand, protest or any other notice of any kind, all of which  are hereby expressly waived by each of the Loan Parties, anything contained herein or in any other  Loan Document to the contrary notwithstanding.   Section 8.02 Rescission.  If at any time after termination of the Commitments or acceleration of  the maturity of the Loans, the Loan Parties shall pay all arrears of interest and all payments on  account of principal of the Loans owing by them that shall have become due otherwise than by  acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at  the rates specified herein) and all Defaults (other than non-payment of principal of and accrued  interest on the Loans due and payable solely by virtue of acceleration) shall be remedied or waived  pursuant Section 11.02, then upon the written consent of the Required Lenders and written notice  to the Designated Company, the termination of the Commitments or the acceleration and their  consequences  may be rescinded and  annulled;  but  such action shall not  affect  any subsequent  Default  or  impair  any  right  or  remedy  consequent  thereon.   The  provisions  of  the  preceding  sentence are intended merely to bind the Lenders to a decision that may be made at the election of  the Required Lenders, and such provisions are not intended to benefit any Loan Party and do not  give any Loan Party the right to require the Lenders to rescind or annul any acceleration hereunder,  even if the conditions set forth herein are met.   Section 8.03 Application of Proceeds.  Subject to the terms of the Intercreditor Agreement, the  proceeds received by any of the Agents in respect of any sale of, collection from or other realization  upon all or any part of the Collateral, whether pursuant to the exercise by the Collateral Agent of  its remedies or otherwise (including any payments received with respect to adequate protection  payments  or  other  distributions  relating  to  the  Obligations  during  the  pendency  of  any  reorganization or proceeding under any Debtor Relief Law) after an Event of Default has occurred  and is continuing or after the acceleration of the Obligations, shall be applied, in full or in part,  together with any other sums then held by the Agents or any Receiver pursuant to this Agreement,  promptly by the Agents or any Receiver as follows:         (a)   First, to the payment of all reasonable costs and expenses, fees, commissions and  taxes of such sale, collection or other realization including compensation to the Agents or any                                        259  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Receiver and their agents and counsel, and all expenses, liabilities and advances made or incurred  by the Agents or any Receiver in connection therewith, and all amounts for which the Agents or  any Receiver are entitled to indemnification or reimbursement pursuant to the provisions of any  Loan Document, together with interest on each such amount at the highest rate then in effect under  this Agreement from and after the date such amount is due, owing or unpaid until paid in full;         (b)   Second, to the payment of all other reasonable costs and expenses of such sale,  collection or other realization including any compensation payable to the other Secured Parties  and their agents and counsel and all costs, liabilities and advances made or incurred by the other  Secured Parties in connection therewith, together with interest on each such amount at the highest  rate then in effect under this Agreement from and after the date such amount is due, owing or  unpaid until paid in full;         (c)   Third, without duplication of amounts applied pursuant to clauses (a) and (b) above,  to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting  Obligations  which are then due and owing (other than principal) and any  fees, premiums  and  scheduled periodic payments due under Hedging Agreements constituting Secured Obligations  and any interest accrued thereon, in each case equally and ratably in accordance with the respective  amounts thereof then due and owing with respect to such Obligations;         (d)   Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount  of the Obligations and any premium thereon and any breakage, termination or other payments  under Hedging Agreements constituting Secured Obligations and any interest accrued thereon and  any  remaining  Secured  Obligations,  in  each  case  equally  and  ratably  in  accordance  with  the  respective amounts thereof then due and owing; and         (e)   Fifth,  the  balance,  if  any,  to  the  person  lawfully  entitled  thereto  (including  the  applicable Loan Party or its successors or assigns) or as a court of competent jurisdiction may  direct.         In the event that any such proceeds are insufficient to pay in full the items described in  clauses (a)  through  (d)  of  this Section  8.03,  the  Loan  Parties  shall  remain  liable,  jointly  and  severally, for any deficiency.          Notwithstanding  the  foregoing,  Obligations  arising  under  Hedging  Agreements  constituting Secured Obligations shall be excluded from the application described above if the  Administrative  Agent  has  not  received  written  notice  thereof,  together  with  such  supporting  documentation  as  the  Administrative  Agent  may  request,  from  the  applicable  Secured  Hedge  Provider.  Each Secured Hedge Provider not a party to the Credit Agreement that has given the  notice  contemplated  by  the  preceding  sentence  shall,  by  such  notice,  be  deemed  to  have  acknowledged and accepted the appointment of the Administrative Agent and the Collateral Agent  pursuant to the terms of Article X hereof for itself and its Affiliates as if a “Lender” party hereto.                                          260  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Section 8.04 Designated Company’s Right to Cure.         (a)   Notwithstanding anything to the contrary contained in Section 8.01, in the event  the Designated Company fails to comply with the Financial Performance Covenant with respect  to a period of four consecutive fiscal quarters, then at any time after the end of the last fiscal quarter  of such period of four consecutive fiscal quarters until the expiration of the tenth (10th) day after  the date on which financial statements are required to be delivered with respect to such fiscal  quarter hereunder, any Specified Holder may make a Specified Equity Contribution to Holdings,  and Holdings shall immediately make a cash contribution to the common equity of the Designated  Company and/or purchase Equity Interests of the Designated Company (other than Disqualified  Capital Stock), in the amount of such Specified Equity Contribution. The Designated Company  may apply the amount of the Net Cash Proceeds thereof received by it to increase Consolidated  EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are  actually received by the Designated Company (including through capital contribution of such Net  Cash Proceeds by Holdings to the Designated Company) no later than ten (10) days after the date  on  which  financial  statements  are  required  to  be  delivered  with  respect  to  such  fiscal  quarter  hereunder and (ii) do not exceed the aggregate amount necessary for purposes of complying (by  addition to Consolidated EBITDA) with the Financial Performance Covenant for such period. The  parties hereby acknowledge and agree that notwithstanding anything to the contrary contained  elsewhere in this Agreement, this Section 8.04(a) (and any Specified Equity Contribution or the  proceeds thereof) may not be relied on for purposes of calculating any financial ratios (other than  as  applicable  to  the  Financial  Performance  Covenant  for  purposes  of  increasing  Consolidated  EBITDA as provided herein) or any available basket or thresholds under this Agreement and shall  not  result  in  any  adjustment  to  any  amounts  or  calculations  other  than  the  amount  of  the  Consolidated EBITDA referred to in the immediately preceding sentence.         (b)   The parties hereto agree that (i) in each period of four consecutive fiscal quarters,  there shall be at least two (2) fiscal quarters in which no Specified Equity Contribution is made,  (ii) during the term of this Agreement, no more than four Specified Equity Contributions will be  made, and (iii) the cash contributed or received pursuant to such Specified Equity Contribution  (A) shall be disregarded for any purpose other than increasing Consolidated EBITDA solely for  the purposes of measuring the Financial Performance Covenant (and, for the avoidance of doubt,  such cash shall not constitute “cash and Cash Equivalents” or Unrestricted Cash for purposes of  the definition of “Consolidated Total Net Debt” and shall not increase Consolidated EBITDA for  the purpose of determining compliance with the Financial Performance Covenant on a Pro Forma  Basis  in  determining  whether  another  transaction  will  be  permitted)  and  (B)  for  purposes  of  calculating the Total Net Leverage Ratio, the Consolidated Interest Coverage Ratio, the Senior  Secured  Net  Leverage  Ratio,  the  Secured  Net  Leverage  Ratio  and  the  Financial  Performance  Covenant, shall not be deemed to reduce any Indebtedness or other obligations of the Loan Parties  that would otherwise be included in the definition of “Consolidated Total Net Debt” (except, with  respect to periods after the fiscal quarter with respect to which such Equity Issuance is made, to  the extent such Specified Equity Contribution is applied to repay Indebtedness).                                         261  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                                   ARTICLE IX                                                                   [INTENTIONALLY OMITTED]                                    ARTICLE X                                                   THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT   Section 10.01 Appointment and Authority.  Each of the Lenders hereby irrevocably appoints  SCB to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under  the other Loan Documents and authorizes each Agent to take such actions on its behalf and to  exercise such powers as are delegated to such Agent by the terms hereof or thereof, together with  such actions and powers as are reasonably incidental thereto. Pursuant to article 1161 of the French  code civil, the Lenders hereby expressly authorize the French Collateral Agent to act on the behalf  and for the account of the Lenders and in its own name and for its own account as creditor under  the Parallel Debt provision set forth in Section 11.24, in connection with the performance of the  Loan Documents.  The provisions of this Article are solely for the benefit of the Agents and the  Lenders and neither the Designated Company nor any other Loan Party shall have rights as a third  party beneficiary of any of such provisions.   Section 10.02 Rights as a Lender.  Each person serving an Agent hereunder shall have the same  rights and powers in its capacity as a Lender as any other Lender and may exercise the same as  though it were not an Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly  indicated  or  unless  the  context  otherwise  requires,  include  each  person  serving  as  an  Agent  hereunder in its individual capacity.  Such person and its Affiliates may accept deposits from, lend  money to, act as the financial advisor or in any other advisory capacity for and generally engage  in any kind of business with the Designated Company or other Loan Party, or any Subsidiary or  other Affiliate thereof, as if such person were not an Agent hereunder and without any duty to  account therefor to the Lenders.   Section 10.03 Exculpatory Provisions.         (a)   No  Agent  shall  have  any  duties  or  obligations  except  those  expressly  set  forth  herein and in the other Loan Documents.  Without limiting the generality of the foregoing, no  Agent:                                (i)     shall  be  subject  to  any  fiduciary  or  other  implied                  duties, regardless of whether a Default has occurred and is continuing;                               (ii)    shall have any duty to take any discretionary action                  or exercise any discretionary powers, except discretionary rights and powers                  expressly contemplated hereby or by the other Loan Documents that in each                  case such Agent is expressly required to exercise as directed in writing by the                  Required Lenders (or such other number or percentage of the Lenders as shall                                        262  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                  be expressly provided for herein or in the other Loan Documents); provided                  that such Agent shall not be required to take any action that, in its judgment                  or the judgment of its counsel, may expose such Agent to liability or that is                  contrary to any Loan Document or applicable Requirements of Law; and                               (iii)   shall, except as expressly set forth herein and in the                  other Loan Documents, have any duty to disclose, and shall not be liable for                  the failure to disclose, any information relating to the Designated Company                  or  other  Loan  Party  or  any  of  its  Affiliates  that  is  communicated  to  or                  obtained by the person serving as such Agent or any of its Affiliates in any                  capacity.         (b)   Notwithstanding anything to the contrary in any Loan Document, no Agent shall  be liable for any action taken or not taken by it (x) with the consent or at the request of the Required  Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent  shall believe in good faith shall be necessary, under the circumstances as provided in Sections 8.01  and 11.02) or (y) in the absence of its own gross negligence or willful misconduct. No Agent shall  be deemed to have knowledge of, or be required to take any action in connection with, any Default  unless and until notice describing such Default is given to such Agent by the Designated Company  or a Lender.         (c)   No Agent  shall be responsible for or have any duty to  ascertain  or inquire into  (i) any statement, warranty or representation made in or in connection with this Agreement or any  other  Loan  Document,  (ii) the  contents  of  any  certificate,  report  or  other  document  delivered  hereunder  or  thereunder  or  in  connection  herewith  or  therewith,  (iii) the  performance  or  observance of any of the covenants, agreements or other terms or conditions set forth herein or  therein  or  the  occurrence  of  any  Default,  (iv) the  validity,  enforceability,  effectiveness  or  genuineness of this Agreement, any other Loan Document or any other agreement, instrument or  document or (v) the satisfaction of any condition set forth in ARTICLE IV or elsewhere herein,  other than to confirm receipt of items expressly required to be delivered to such Agent.  Without  limiting  the  generality  of  the  foregoing,  the  use  of  the  term  “agent”  in  this  Agreement  with  reference  to  the  Administrative  Agent  or  the  Collateral  Agent  is  not  intended  to  connote  any  fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable  law.  Instead, such term us used merely as a matter of market custom and is intended to create or  reflect only an administrative relationship between independent contracting parties.         (d)   No  Agent  shall  be  responsible  or  have  any  liability  for,  or  have  any  duty  to  ascertain,  inquire  into,  monitor  or  enforce,  compliance  with  the  provisions  hereof  relating  to  Disqualified Institutions.  Without limiting the generality of the foregoing, the Agents shall not (x)  be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective  Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising  out of any assignment or participation of Loans, or disclosure of confidential information, to any  Disqualified Institution.                                         263  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (e)   Notwithstanding anything to the contrary in any Loan Document, without limiting  any Agent’s rights hereunder to exercise discretion in taking any action in connection with the  Loan Documents or any transaction permitted hereunder or thereunder (it being understood and  agreed by the Lenders that such Agent may elect to act promptly and without seeking express  approval from any Lender prior to taking such action), any Agent may:                               (i)     require the express written approval of the Required                  Lenders  (or  such  other  number  or  percentage  of  the  Lenders  as  shall  be                  expressly provided for herein or in the other Loan Documents) prior to taking                  any  action  in  connection  with  the  Loan  Documents  or  any  transaction                  permitted  hereunder  or  thereunder,  including,  without  limitation,  the                  Permitted Reorganization; or                                (ii)    upon at  least  two  (2)  Business  Days’ prior written                  notice to the Lenders (such period, the “Specified Notice Period”), require                  the express written approval of the Representative Lenders prior to taking any                  action in connection with the Loan Documents or any transaction permitted                  hereunder or thereunder; provided that this clause (ii) shall not apply with                  respect to any action in connection with the Permitted Reorganization or that                  would otherwise require the consent of such other number or percentage of                  the Lenders as expressly provided for in Section 11.02.    On and after the date that the requisite written approval, if any, is provided to such Agent by such  Lenders in accordance with the immediately preceding sentence, such Agent shall be authorized  to take such action for all purposes under the Loan Documents without the consent of any other  Lender. For purposes of this clause (e), “Representative Lenders” shall mean, with respect to any  action under clause (ii) above, Lenders holding more than 50% of the sum of all Loans outstanding  and unused Commitments (if any) of all Lenders that have provided written notice of their approval  or disapproval of such action or omission to take an action within the Specified Notice Period.   Section 10.04 Reliance by the Administrative Agent.  Each Agent shall be entitled to rely upon,  and shall not incur any liability for relying upon or acting or failing to act upon (including in  connection  with  such  Agent’s  execution,  delivery  or  filing  of  any  Loan  Document  or  other  agreement, document, certificate or filing in connection therewith), any notice, request, certificate,  consent,  statement,  instrument,  document  or  other  writing  (including  any  electronic  message,  Internet or intranet website posting or other distribution) believed by it to be genuine and to have  been signed, sent or otherwise authenticated by the proper person. In determining whether the  conditions to taking any action under or in connection with any Loan Document are satisfied, each  Agent shall be entitled to rely upon any certificates delivered to such Agent by any Loan Party.  Each Agent also may rely upon any statement made to it orally or by telephone and believed by it  to have been made by the proper person, and shall not incur any liability for relying thereon.  The  Agents are further authorized to rely upon and to comply with any written, oral or telephonic  statements made or purported to be made by any Loan Party. In determining compliance with any  condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction                                        264  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  of a Lender, the Administrative Agent may presume that such condition is satisfactory to such  Lender  unless  the  Administrative  Agent  shall  have  received  notice  to  the  contrary  from  such  Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may  be counsel for the Designated Company or other Loan Party), independent accountants and other  experts selected by it, and shall not be liable for any action taken or not taken by it in accordance  with the advice of any such counsel, accountants or experts.   Section 10.05 Delegation  of  Duties.   Each  Agent  may  perform  any  and  all  of  its  duties  and  exercise its rights and powers hereunder or under any other Loan Document by or through, or  delegate any and all such rights and powers to, any one or more sub-agents appointed by such  Agent, including a sub-agent which is a non-U.S. affiliate of such Agent.  Each Agent and any  such sub-agent may perform any and all of its duties and exercise its rights and powers by or  through their respective Related Parties.  The exculpatory provisions of this Article shall apply to  any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall  apply  to  their  respective  activities  in  connection  with  the  syndication  of  the  credit  facilities  provided for herein as well as activities as Agent.    Section 10.06 Resignation of Agent.           (a)   Each Agent may at any time give notice of its resignation to the Lenders and the  Designated Company.  Upon receipt of any such notice of resignation, the Required Lenders shall  have the right, in consultation with the Designated Company, to appoint a successor, which (i)  shall be a bank with an office in the United States or England and Wales, or an Affiliate of any  such bank with an office in the United States or England and Wales and (ii) for the Administrative  Agent,  shall  be  a  commercial  bank  or  other  financial  institution  having  assets  in  excess  of  $1,000,000,000.  If no such successor shall have been so appointed by the Required Lenders and  shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice  of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent  meeting the qualifications set forth above, provided that if the Agent shall notify the Designated  Company and the Lenders that no qualifying person has accepted such appointment, then such  resignation shall nonetheless become effective in accordance with such notice and (1) the retiring  Agent shall be discharged from its duties and obligations hereunder and under the other Loan  Documents (except that in the case of any collateral security held by the Collateral Agent on behalf  of the Lenders under any of the Loan Documents, the retiring Collateral Agent shall continue to  hold  such  collateral  security  as  nominee  until  such  time  as  a  successor  Collateral  Agent  is  appointed) and (2) all payments, communications and determinations provided to be made by, to  or through an Agent shall instead be made by or to each Lender directly, until such time as the  Required Lenders appoint a successor Agent as provided for above in this paragraph.  Upon the  acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and  become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent,  and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under  the  other  Loan  Documents  (if  not  already  discharged  therefrom  as  provided  above  in  this  paragraph).  The fees payable by the Co-Borrowers to a successor Agent shall be the same as those  payable to its predecessor unless otherwise agreed between the Co-Borrowers and such successor.   After  the retiring  Agent’s  resignation  hereunder  and  under  the  other  Loan  Documents,  the  provisions of this ARTICLE X and Section 11.03 shall continue in effect for the benefit of such                                        265  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken  or omitted to be taken by any of them while the retiring Agent was acting as Agent.         (b)   The Administrative Agent shall resign in accordance with paragraph (a) above if  on or after the date which is three months before the earliest FATCA Application Date relating to  any payment to the Administrative Agent under the Loan Documents, either:               (i) the Administrative Agent fails to respond to a request under Section 2.15(f)  (FATCA Information) and a Lender reasonably believes that the Administrative Agent will not be  (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;               (ii) the  information  supplied  by  the  Administrative  Agent  pursuant  to  Section 2.15(f) (FATCA Information) indicates that the Administrative Agent will not be (or will  have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or               (iii) the Administrative Agent notifies the Designated Company and the Lenders  that the Administrative Agent will not be (or will have ceased to be) a FATCA Exempt Party on  or after that FATCA Application Date;   and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA  Deduction that would not be required if the Administrative Agent were a FATCA Exempt Party,  and that Lender, by notice to the Administrative Agent, requires it to resign.   Section 10.07 Non-Reliance on Agent and Other Lenders.  Each Lender acknowledges that it  has, independently and without reliance upon any Agent, syndication agent, documentation agent,  arranger or bookrunner listed on the cover page hereto or acting in such capacity in connection  with any amendment or in connection with any Incremental Term Loans made hereunder, or any  other Lender, and based on such documents and information as it has deemed appropriate, made  its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges  that it will, independently and without reliance upon any Agent, syndication agent, documentation  agent,  arranger  or  bookrunner  listed  on  the  cover  page  hereto  or  acting  in  such  capacity  in  connection  with  any  amendment  or  in  connection  with  any  Incremental  Term  Loans  made  hereunder, or any other Lender, and based on such documents and information as it shall from  time to time deem appropriate, continue to make its own decisions in taking or not taking action  under or based upon this Agreement, any other Loan Document or any related agreement or any  document furnished hereunder or thereunder.   Section 10.08 No Other Duties, etc.  Notwithstanding anything to the contrary contained herein,  the Mandated Lead Arrangers listed on the cover page hereof shall not have any powers, duties or  responsibilities under this Agreement or any of the other Loan Documents, except in its capacity,  as applicable, as the Administrative Agent, Collateral Agent or as a Lender hereunder.                                         266  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Section 10.09 Administrative Agent May File Proofs of Claim.  In case of the pendency of any  proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan  Party, the Agents (irrespective of whether the principal of any Loan shall then be due and payable  as herein expressed or by declaration or otherwise and irrespective of whether any Agent shall  have made any demand on any Co-Borrower or any Guarantor) shall be entitled and empowered,  by intervention in such proceeding or otherwise:         (a)   to file and prove a claim for the whole amount of the principal and interest owing  and unpaid in respect of the Loans and all other Secured Obligations that are owing and unpaid  and to file such other documents as may be necessary or advisable in order to have the claims of  the Agents and the other Secured Parties (including any claim for the reasonable compensation,  expenses, disbursements and advances of the Lenders and the Agents and their respective agents  and counsel and all other amounts due the Secured Parties and the Agents hereunder) allowed in  such judicial proceeding; and         (b)   to collect and receive any monies or other property payable or deliverable on any  such claims and to distribute the same;   and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in  any such judicial proceeding is hereby authorized by each Secured Party to make such payments  to the Administrative Agent and, in the event that the Administrative Agent shall consent to the  making of such payments directly to the Secured Parties, to pay to the Administrative Agent any  amount due for the reasonable compensation, expenses, disbursements and advances of the Agents  and their respective agents and counsel, and any other amounts due the Agents hereunder.  Nothing  contained herein shall be deemed to authorize any Agent to authorize or consent to or accept or  adopt  on  behalf  of  any  Secured  Party  any  plan  of  reorganization,  arrangement,  adjustment  or  composition affecting the Secured Obligations or the rights of any Secured Party to authorize any  Agent to vote in respect of the claim of any Secured Party in any such proceeding.     Section 10.10 Concerning  the Collateral and  the  Related  Loan  Documents.   Each  Lender  authorizes and directs the Agents to enter into this Agreement and the other Loan Documents,  including the Intercreditor Agreement and to perform their obligations thereunder.  Each Lender  agrees that any action taken by the Agents or Required Lenders in accordance with the terms of  this  Agreement  or  the  other  Loan  Documents,  including  the  Intercreditor  Agreement,  and  the  exercise by the Agents or Required Lenders of their respective powers set forth therein or herein,  together with such other powers that are reasonably incidental thereto, shall be binding upon all of  the Lenders.     Section 10.11 Release.  Each Lender and each Issuer hereby releases each Agent acting on its  behalf pursuant to the terms of this Agreement or any other Loan Document from the restrictions  of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch) (restriction on self-dealing).   Section 10.12 Acknowledgment of Security Trust Deed.  Each Secured Party acknowledges the  terms of the Security Trust Deed and, in particular, the terms, basis and limitation on which the  Collateral Agent holds the “Transaction Security” (as defined therein) and specifically agrees and                                        267  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  accepts (i) such terms, basis and limitation; (ii) that the Collateral Agent shall, as trustee, have only  those duties, obligations and responsibilities expressly specified in the Security Trust Deed; (iii)  the limitation and exclusion of the Collateral Agent’s liability as set out therein; and (iv) all other  provisions of the Security Trust Deed as if it were a party thereto.    Section 10.13 Secured Hedging Agreements.  Except as otherwise expressly set forth herein or  in any Guarantee or any Security Document, no Secured Hedge Provider that obtains the benefits  of Section  8.03,  any  Guarantee  or  any  Collateral  by  virtue  of  the  provisions  hereof  or  of  any  Guarantee or any Security Document shall have any right to notice of any action or to consent to,  direct or object to any action hereunder or under any other Loan Document or otherwise in respect  of the Collateral (including the release or impairment of any Collateral) other than in its capacity  as  a  Lender  and,  in  such  case,  only  to  the  extent  expressly  provided  in  the  Loan  Documents.   Notwithstanding any other provision of this Article X to the contrary, no Agent shall be required  to verify the payment of, or that other satisfactory arrangements have been made with respect to,  Hedging Obligations owing to Secured Hedge Providers unless such Agent has received written  notice  of  such  Obligations,  together  with  such  supporting  documentation  as  such  Agent  may  request, from the applicable Secured Hedge Provider.                                    ARTICLE XI                                                                         MISCELLANEOUS   Section 11.01 Notices.         (a)   Generally.   Except  in  the  case  of  notices  and  other  communications  expressly  permitted to be given by telephone (and except as provided in paragraph (b) below), all notices  and other communications provided for herein shall be in writing and shall be delivered by hand  or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows:                               (i)     if to any Loan Party, to the Borrower at:                     Novelis Inc.                    Two Alliance Center                    3560 Lenox Road, Suite 2000                    Atlanta, GA  30326                    Attention:  Randal P. Miller                    Telecopier No.:  404-760-0124                    Email:  randy.miller@novelis.adityabirla.com               with a copy to:                                        Novelis Inc.                    Two Alliance Center                    3560 Lenox Road, Suite 2000                    Atlanta, GA  30326                                        268  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                    Attention:  Leslie J. Parrette, Jr.                    Telecopier No.:  404-760-0137                    Email:  les.parrette@novelis.adityabirla.com                     and                                        Torys LLP                    1114 Avenue of the Americas, 23rd Floor                    New York, New York 10036                    Attention:  Jonathan B. Wiener                    Telecopier No.:  212-682-0200                    Email:  jwiener@torys.com                                                   (ii)    if  to  a  Lender,  to  it  at  its  address  (or  telecopier                  number)  set  forth  in  its  Administrative  Questionnaire  (including,  as                  appropriate, notices delivered solely to the person designated by a Lender on                  its Administrative Questionnaire then in effect for the delivery of notices that                  may  contain  material  non-public  information  relating  to  the  Designated                  Company); and                               (iii)   if  to  the  Administrative  Agent  or  the  Collateral                  Agent, to it at:                     Standard Chartered Bank                    5th Floor 1 Basinghall Avenue                    London, England, EC2V 5DD                    Attention: Asset Servicing - Manager                    Fax:  +44207 885 9728                    Email: loansagencyuk@sc.com               with a copy to:                     Skadden, Arps, Slate, Meagher & Flom LLP                    155 N. Wacker Drive                    Chicago IL, 60606                    4 Times Square                    New York, New York 10036                    Attention:  David CM. ReamerWagener                    Telecopier No.:  (917312) 777827-28509462                    Phone No.:  (212312) 735407-28500870                    Email: david.reamerwagener@skadden.com   Notices and other communication sent by hand or overnight courier service, or mailed by certified  or registered mail, shall be deemed to have been given when received; notices sent by telecopier  shall be deemed to have been given when sent (except that, if not given during normal business  hours for the recipient, shall be deemed to have been given at the opening of business on the next                                        269  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Business  Day  for  the  recipient).   Notices  delivered  through  electronic  communications  to  the  extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).         (b)   Electronic Communications.  Notices  and other  communications  to  the Lenders  hereunder  may  (subject  to Section  11.01(d))  be  delivered  or  furnished  by  electronic  communication (including e-mail, FpML messaging and Internet or intranet websites) pursuant to  procedures approved by the Administrative Agent; provided that the foregoing shall not apply to  notices to any  Lender pursuant to ARTICLE II if such Lender, as applicable, has notified the  Administrative Agent that it is incapable of receiving notices under such Article by electronic  communication.  The Administrative Agent, the Collateral Agent or the Designated Company may,  in its discretion, agree to accept notices and other communications to it hereunder by electronic  communications pursuant to procedures approved by it (including as set forth in Section 11.01(d));  provided that approval of such procedures may be limited to particular notices or communications.         Unless  the  Administrative  Agent  otherwise  prescribes,  (i) notices  and  other  communications sent to an e-mail address shall be deemed received upon the sender’s receipt of  an  acknowledgement  from  the  intended  recipient  (such  as  by  the  “return  receipt  requested”  function,  as  available,  return  e-mail  or  other  written  acknowledgement); provided that  if  such  notice or other communication is not sent during the normal business hours of the recipient, such  notice or communication shall be deemed to have been sent at the opening of business on the next  business day for the recipient, and (ii) notices or communications posted to an Internet or intranet  website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail  address as described in the foregoing clause (i) of notification that such notice or communication  is available and identifying the website address therefor.         (c)   Change of Address, Etc.  Any party hereto (other than a Lender) may change its  address or telecopier number for notices and other communications hereunder by notice to the  other parties hereto.  Each Lender may change its address, telecopier or telephone number for  notices  and  other  communications  hereunder  by  notice  to  the  Designated  Company  and  the  Administrative Agent.  In addition, each Lender agrees to notify the Administrative Agent from  time to time to ensure that the Administrative Agent has on record (i) an effective address, contact  name, telephone number, telecopier number and electronic mail address to which notices and other  communications may be sent and (ii) accurate wire instructions for such Lender.          (d)   Posting.   Each Loan Party hereby agrees that it will provide to the Administrative  Agent  all  information,  documents  and  other  materials  that  it  is  obligated  to  furnish  to  the  Administrative Agent pursuant to this Agreement and any other Loan Document, including all  notices,  requests,  financial  statements,  financial  and  other  reports,  certificates  and  other  information materials, but excluding any such communication that (i) relates to a request for a  new, or a conversion of an existing, Borrowing or other extension of credit (including any election  of an interest rate or interest period relating thereto), (ii) relates to the payment of any principal or  other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice  of any Default under this Agreement or (iv) is required to be delivered to satisfy any condition  precedent to the effectiveness of this Agreement and/or any borrowing or other extension of credit                                        270  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  hereunder  (all  such  non-excluded  communications,  collectively,  the  “Communications”),  by  transmitting the Communications in an electronic/soft medium in a format reasonably acceptable  to  the  Administrative  Agent  at loansagencyuk@sc.com or  at  such  other  e-mail  address(es)  provided to the Designated Company from time to time or in such other form, including hard copy  delivery thereof, as the Administrative Agent shall reasonably require.  Nothing in this Section  11.01(d) shall prejudice the right of the Agents, any Lender or any Loan Party to give any notice  or other communication pursuant to this Agreement or any other Loan Document in any other  manner specified in this Agreement or any other Loan Document.         To the extent consented to by the Administrative Agent from time to time, Administrative  Agent  agrees  that  receipt  of  the  Communications  by  the  Administrative  Agent  at  its  e-mail  address(es)  set  forth  above  shall  constitute  effective  delivery  of  the  Communications  to  the  Administrative  Agent  for  purposes  of  the  Loan  Documents; provided that  the  Designated  Company shall also deliver to the Administrative Agent an executed original of each Compliance  Certificate and an executed copy (which may be by pdf or similar electronic transmission) of each  notice or request of the type described in clauses (i) through (iv) of paragraph (d) above required  to be delivered hereunder.         Each Loan Party further agrees that Administrative Agent may make the Communications  available to the Lenders by posting the Communications on Intralinks, Syndtrak, ClearPar or a  substantially  similar  electronic  transmission  system  (the  “Platform”).   THE  PLATFORM  IS  PROVIDED  “AS  IS”  AND  “AS  AVAILABLE.”   THE  AGENT  PARTIES  (AS  DEFINED  BELOW)  DO  NOT  WARRANT  THE  ACCURACY  OR  COMPLETENESS  OF  THE  BORROWER  MATERIALS  (AS  DEFINED  BELOW)  OR  THE  ADEQUACY  OF  THE  PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS  FROM  THE  BORROWER  MATERIALS.   NO  WARRANTY  OF  ANY  KIND,  EXPRESS,  IMPLIED  OR  STATUTORY,  INCLUDING  ANY  WARRANTY  OF  MERCHANTABILITY,  FITNESS  FOR  A  PARTICULAR  PURPOSE,  NON-INFRINGEMENT  OF  THIRD  PARTY  RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY  AGENT  PARTY  IN  CONNECTION  WITH  THE  BORROWER  MATERIALS  OR  THE  PLATFORM.   In  no  event shall  the  Administrative  Agent  or  any  of  its  Related  Parties  (collectively, the “Agent Parties”) have any liability to the Designated Company, any other Loan  Party, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any  kind (whether in tort, contract or otherwise) arising out of the Designated Company’s, any Loan  Party’s or the Administrative Agent’s transmission of Borrower Materials or notices through the  Platform, any other electronic messaging service, or through the Internet, except to the extent that  such  losses,  claims,  damages,  liabilities  or  expenses  are  determined  by  a  court  of  competent  jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or  willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party  have any liability to the Designated Company, any other Loan Party, any Lender or any other  Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or  actual damages).                                         271  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        Each  Loan  Party  further  agrees  and  acknowledges  that  certain  of  the  Lenders  (each,  a  “Public Lender”) may have personnel who do not wish to receive material non-public information  with respect to the Designated Company or its Affiliates, or the respective securities of any of the  foregoing, and who may be engaged in investment and other market-related activities with respect  to such persons’ securities.  The Designated Company and each other Loan Party hereby agree that  it  will  use  commercially  reasonable  efforts  to  identify  that  portion  of  the  materials  and/or  information  provided  by  or  on  behalf  of  the  Designated  Company  hereunder  (the  “Borrower  Materials”) that may be distributed to the Public Lenders and that (w) all such Borrower Materials  shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the  word “PUBLIC” shall appear prominently on the first  page thereof; (x) by marking Borrower  Materials hereunder “PUBLIC,” the Loan Parties shall be deemed to have authorized the Mandated  Lead Arrangers, the Agents and the Lenders to treat such materials as not containing any material  non-public  information  (although  it  may  be  sensitive  and  proprietary)  with  respect  to  the  Designated Company, the other Loan Parties or their respective securities for purposes of United  States  Federal  and  state  securities  laws  (provided, however,  that  to  the  extent  such  materials  constitute  Information,  they  shall  be  treated  as  set  forth  in Section  11.12);  (y)  all  Borrower  Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform  designated “Public Side Information;” and (z) the Agents and the Mandated Lead Arrangers shall  be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only  for posting on a portion of the Platform not designated “Public Side Information”.  Each Public  Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times  have selected the  “Private Side  Information” or  similar designation on the content declaration  screen of the Platform in order to enable such Public Lender or its delegate, in accordance with  such Public Lender’s compliance procedures and applicable law, including United States Federal  and state securities Laws, to make reference to Borrower Materials that are not made available  through the “Public Side Information” portion of the Platform and that may contain material non- public  information  with  respect  to  the  Designated  Company,  the  other Loan  Parties  or  their  respective securities for purposes of United States Federal or state securities laws.         (e)   Reliance  by  the  Administrative  Agent,  the  Collateral  Agent  and  Lenders.  The  Administrative Agent, the Collateral Agent and the Lenders shall be entitled to rely and act upon  any notices purportedly given by or on behalf of the Designated Company even if (i) such notices  were not made in a manner specified herein, were incomplete or were not preceded or followed by  any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient,  varied  from  any  confirmation  thereof.   The  Co-Borrowers  shall  indemnify  the  Administrative  Agent, the Collateral Agent, each Lender and the Related Parties of each of them from all losses,  costs, expenses and liabilities resulting from the reliance by such person on each notice purportedly  given by or on behalf of the Designated Company.  All telephonic notices to and other telephonic  communications with the Administrative Agent may be recorded by the Administrative Agent, and  each of the parties hereto hereby consents to such recording.   Section 11.02 Waivers; Cumulative Remedies; Amendment.         (a)   Waivers; Cumulative Remedies.  No failure or delay by the Administrative Agent,  the Collateral Agent or any Lender in exercising any right or power hereunder or under any other                                        272  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any  such right or power, or any abandonment or discontinuance of steps to enforce such a right or  power, preclude any other or further exercise thereof or the exercise of any other right or power.   The  rights  and  remedies  of  each  Agent  and  the  Lenders  hereunder  and  under  the  other  Loan  Documents  are  cumulative  and  are  not  exclusive  of  any  rights  or  remedies  that  they  would  otherwise have.  No waiver of any provision of any Loan Document or consent to any departure  by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by  this Section 11.02, and then such waiver or consent shall be effective only in the specific instance  and for the purpose for which given.  Without limiting the generality of the foregoing, the making  of a Loan shall not be construed as a waiver of any Default, regardless of whether any Agent or  any Lender may have had notice or knowledge of such Default at the time.  No notice or demand  on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand  in similar or other circumstances.         (b)   Required Consents.  Subject to the terms of the Intercreditor Agreement and to  Section 11.02(c) and (d), neither this Agreement nor any other Loan Document nor any provision  hereof or thereof may be waived, amended, supplemented or modified except, in the case of this  Agreement, pursuant to an agreement or agreements in writing entered into by the Designated  Company and the Required Lenders (or by the Administrative Agent with the written consent of  the Required Lenders) or, in the case of any other Loan Document, pursuant to an agreement or  agreements in writing entered into by the Administrative Agent (or, in the case of any applicable  Security Document, the Collateral Agent) and the Loan Party or Loan Parties that are party thereto,  in each case with the written consent of the Required Lenders; provided that no such agreement  shall be effective if the effect thereof would:                               (i)     increase the Commitment of any Lender without the                  written  consent  of  such  Lender  (it  being  understood  that  no  amendment,                  modification, termination, waiver or consent with respect to any condition                  precedent,  covenant  or  Default  shall  constitute  an  increase  in  the                  Commitment of any Lender);                               (ii)    reduce the principal amount of any Loan or reduce                  the rate of interest thereon (other than interest pursuant to Section 2.06(c)),                  or reduce any Fees payable hereunder, or change the form or currency  of                  payment  of  any  Obligation,  without  the  written  consent  of  each  Lender                  directly affected thereby;                               (iii)   (A) change the scheduled final maturity of any Loan,                  or any scheduled date of payment of or the installment otherwise due on the                  principal amount of any Loan under Section 2.09, (B) postpone the date for                  payment of any interest or fees payable hereunder, (C) change the amount of,                  waive or excuse any such payment (other than waiver of any increase in the                  interest rate pursuant to Section 2.06(c)), or (D) postpone the scheduled date                                         273  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                  of expiration of any Commitment without the written consent of each Lender                  directly affected thereby;                               (iv)    increase the maximum duration of  Interest  Periods                  hereunder,  without  the  written  consent  of  each  Lender  directly  affected                  thereby;                                (v)     permit  the  assignment  or  delegation  by  any  Co-                 Borrower  of  any  of  its  rights  or  obligations  under  any  Loan  Document,                  without  the  written  consent  of  each  Lender  (provided that  neither  the                  Permitted Holdings  Amalgamation nor the Permitted Reorganization shall                  constitute  an  assignment  or  delegation  by  the  Borrower  of  its  rights  or                  obligations under the Loan Documents);                               (vi)    except  pursuant  to  the Intercreditor  Agreement,                  release Holdings (or, on and after the Specified AV Minerals Joinder Date,                  AV Minerals) or all or substantially all of the Subsidiary Guarantors from                  their  Guarantees  (except  as  expressly  provided  in  this  Agreement  or  as                  otherwise expressly provided by any such Guarantee), or limit their liability                  in respect of such Guarantees, without the written consent of each Lender;                               (vii)   except pursuant to the Intercreditor Agreement or the                  express terms hereof, release all or a substantial portion of the Collateral from                  the  Liens  of  the  Security  Documents  or  alter  the  relative  priorities  of  a                  material  portion  of  the  Secured  Obligations  entitled  to  the  Liens  of  the                  Security Documents, in each case without the written consent of each Lender                  (it being  understood  that  additional  Indebtedness  consented  to  by  the                  Required Lenders and additional Loans pursuant to Section 2.23 or Section                  2.24 and Additional Senior Secured Indebtedness or Permitted First Priority                  Refinancing Debt may be equally and ratably secured by the Collateral with                  the then existing Secured Obligations under the Security Documents);                               (viii)  change Section 2.14(b), (c) or (d) in a manner that                  would alter the pro rata sharing of payments or setoffs required thereby or                  any  other  provision  in  a  manner  that  would  alter  the pro  rata allocation                  among  the  Lenders  of  Loan  disbursements,  including  the  requirements  of                  Section 2.02(a), without the written consent of each Lender directly affected                  thereby (it being understood that additional Indebtedness consented to by the                  Required Lenders and additional Loans pursuant to Section 2.23 and Section                  2.24 may  be  equally  and  ratably  secured  by  the  Collateral  with  the  then                  existing Secured Obligations under the Security Documents and may share                  payments and setoffs ratably with other Loans);                                         274  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                              (ix)    change any provision of this Section 11.02(b), (c), or                  (d),  without  the  written  consent  of  each  Lender  directly  affected  thereby                  (except for additional restrictions on amendments or waivers for the benefit                  of Lenders of additional Indebtedness consented to by the Required Lenders                  and additional Loans pursuant to Section 2.23 and Section 2.24);                               (x)     change the percentage set forth in the definition of                  “Required Lenders” or any other provision of any Loan Document (including                  this  Section)  specifying  the  number  or  percentage  of  Lenders  required  to                  waive, amend or modify any rights thereunder or make any determination or                  grant any consent thereunder, without the written consent of each Lender,                  other than to increase such percentage or number or to give any additional                  Lender or group of Lenders such right to waive, amend or modify or make                  any such determination or grant any such consent;                               (xi)    amend,  modify  or  waive  any  provision  of:                  (A) Section 2.1 of the Intercreditor Agreement to the extent such amendment,                  modification or waiver would adversely affect the priority of the Liens on the                  Collateral held by the Collateral Agent for the benefit of the Secured Parties                  or (B) Section 6.3 of the Intercreditor Agreement in a manner that adversely                  affects the priority of payments of Collateral proceeds, in each case without                  the written consent of each affected Lender; provided that this clause (xi)                  shall not apply to amending, modifying or waiving any provision of Section                  2.1 or 6.3 of the Intercreditor Agreement in order to (1) give effect to any                  additional Indebtedness, including the designation of any such Indebtedness                  as Pari Passu Debt (as defined in the Intercreditor Agreement), Subordinated                  Lien Debt (as defined in the Intercreditor Agreement) or Indebtedness under                  any Revolving Credit Loan Document and the granting of security interests                  to  the  holders  of  such  Pari  Passu  Debt,  Subordinated  Lien  Debt  or                  Indebtedness under any Revolving Credit Loan Document in the Collateral                  to secure the obligations under such Pari Passu Debt, Subordinated Lien Debt                  or Indebtedness under any Revolving Credit Loan Document that is permitted                  pursuant  to Section  6.01 hereof  (or  would  be  permitted  pursuant  to  an                  amendment,  modification  or  waiver  of  this  Agreement  that  is  otherwise                  permitted by this Section 11.02) or (2) to enable any other Indebtedness to                  constitute Pari Passu Debt, Subordinated Lien Debt or Indebtedness under                  any Revolving Credit Loan Document to the extent not prohibited by this                  Agreement; and                               (xii)   change or waive any provision of ARTICLE X as the                  same applies to any Agent, or any other provision hereof as the same applies                  to the rights or obligations of any Agent, in each case without the written                  consent of such Agent;                                          275  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                              (xiii)  from and after the effective date of the first Increase                  Joinder  entered  into  after  the  Second  Amendment  Effective  Date,  amend,                  change, modify or waive any provision of this Agreement or any other Loan                  Document in a manner that adversely affects Lenders of a particular Class,                  on the one hand, as compared to Lenders of another Class, on the other hand,                  in each case without the written consent of the Required Lenders of such                  affected Class (together with the written consent of such additional Lenders                  of such affected Class otherwise required pursuant to the other terms of this                  Section 11.02 (as if such provisions applied solely to such affected Class));   provided, further, that               (1)   any waiver, amendment or modification of the Intercreditor Agreement (and        any related definitions) may be effected by an agreement or agreements in writing entered        into among the Collateral Agent, the Administrative Agent, the Revolving Credit Collateral        Agent and the Revolving Credit Administrative Agent (in each case, with the consent of        the  Required  Lenders  but  without  the  consent  of  any  Loan  Party,  so  long  as  such        amendment, waiver or modification does not impose any additional duties or obligations        on  the  Loan  Parties  or  alter  or  impair  any  right  of  any  Loan  Party  under  the  Loan        Documents); and               (2)   upon the effectiveness of any Refinancing Amendment or any Incremental        Term Loan Commitment or any Incremental Term Loan, the Administrative Agent, the        Designated  Company  and  the  Lenders  providing  the  relevant  Credit  Agreement        Refinancing  Indebtedness  or  Incremental  Term  Loan  Commitment  may  amend  this        Agreement to the extent (but only to the extent) necessary to reflect the existence and terms        of the Credit Agreement Refinancing Indebtedness or Incremental Term Loans incurred        pursuant  thereto  (including  any  amendments  necessary  to  treat  the  Loans  and        Commitments subject thereto as Other Term Loans and/or Other Term Loan Commitments        and any Incremental Term Loan Commitments or Incremental Term Loans, as applicable).         The Administrative Agent and the Designated Company may effect such amendments to        this Agreement and the other Loan Documents as may be necessary or appropriate, in the        reasonable opinion of the Administrative Agent and the Designated Company, to effect the        terms of any Refinancing Amendment;    provided, further, that, notwithstanding anything to the contrary contained herein, each Agent is  hereby  authorized  by  each  Lender  to  enter  into  any  amendment  to  or  modification  of  the  Intercreditor Agreement or the Security Documents in connection with the issuance or incurrence  of Pari Passu  Secured Obligations  or Subordinated  Lien Secured Obligations  (each as  defined  under  the  Intercreditor  Agreement)  or  any  Permitted  Revolving  Credit  Facility  Refinancings,  solely to the extent necessary to effect such amendments as may be necessary or appropriate, in  the reasonable opinion of such Agent, in connection with any such issuance or incurrence expressly  permitted hereunder, so long as such amendment or modification does not adversely affect the  rights  of  any  Lender  (it  being  understood  that  allowing  Pari  Passu  Secured  Obligations,                                         276  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Subordinated Lien Secured Obligations and Permitted Revolving Credit Facility Refinancings to  be secured by Collateral on the terms set forth in the Intercreditor Agreement will not be deemed  to adversely affect the rights of any Lender);   and provided, further, that any amendment,  waiver or consent  which by  its  terms  requires  the  consent of all Lenders or each affected Lender may be effected with the consent of the applicable  Lenders other than Defaulting Lenders, except that (x) the Commitment of any Defaulting Lender  may  not  be increased or extended, the principal  owed to  such  Lender reduced or this  proviso  amended, without the consent of such Lender and (y) any waiver, amendment or modification  requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting  Lender more adversely than other affected Lenders shall require the consent of such Defaulting  Lender.         (c)   Collateral.   Without  the consent  of  any  other  person,  the  Administrative  Agent  and/or Collateral Agent may (or shall, to the extent required by any Loan Document) enter into  any amendment or waiver of any Security Document (subject to the consent of the Loan Parties  party thereto except  as  otherwise provided in  such Security Document) or enter into any new  agreement  or  instrument,  to  (i)  effect  the  granting,  perfection,  protection,  expansion  or  enhancement of any security interest in any Collateral or additional property to become Collateral  for the benefit of the Secured Parties, (ii) as required by local law to give effect to, or protect any  security  interest  for  the  benefit  of  the  Secured  Parties,  in  any  property  or  so  that  the  security  interests  therein  comply  with  applicable  Requirements  of  Law, (in  the  case  of  the  U.S.  Hold  Separate Assets, as such Requirements of Law are modified pursuant to a U.S. Hold Separate  Agreement), or (iii) to cure any inconsistency with this Agreement (other than, solely in the case  of clause (iii), amendments or waivers to provisions in such Security Documents that are required  to  create  or  perfect  the  security  interests  created  thereby  or  cause  such  Security  Document  or  security interest to be enforceable).         (d)   Dissenting Lenders.  If, in connection with any proposed change, waiver, consent,  discharge or termination of the provisions of this Agreement as contemplated by Section 11.02(b),  the consent of the Required Lenders is obtained but the consent of one or more of such other  Lenders whose consent is required is not obtained, then the Designated Company shall have the  right, upon notice by the Designated Company to such Lender and the Administrative Agent, to  replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non- consenting Lenders are so replaced) with one or more persons pursuant to Section 2.16 so long as  at the time of such replacement each such new Lender consents to the proposed change, waiver,  consent, discharge or termination.  Each Lender agrees that, if the Designated Company elects to  replace such Lender in accordance with this Section, it shall promptly execute and deliver to the  Administrative Agent an Assignment and Assumption to evidence such sale and purchase and shall  deliver to the Administrative Agent any Note (if Notes have been issued in respect of such Lender’s  Loans) subject to such Assignment and Assumption; provided that the failure of any such non- consenting  Lender  to  execute  an  Assignment  and  Assumption  shall  not  render  such  sale  and  purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the  Register.                                        277  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (e)   Holdings Amalgamation; Permitted Reorganization and Increased Commitments.   Notwithstanding the foregoing, the Administrative Agent, the Collateral Agent and the Designated  Company (without the consent of any Lenders) may amend, amend and restate, supplement or  otherwise  modify  this  Agreement  and  the  other  Loan  Documents  if  necessary  or  advisable  in  connection  with  or  to  effectuate  (i)  the  Permitted  Holdings  Amalgamation,  (ii)  the  Permitted  Reorganization  (to  the  extent  set  forth  in  the  definitions  of  “Permitted  Reorganization”)  and  (iii) any additional Loans contemplated by Section 2.23 and Section 2.24.         (f)   Loan Modification Offers.                               (i)     The Designated Company may, by written notice to                  the Administrative Agent from time to time, make one or more offers (each,                  a “Loan Modification Offer”) to all the Lenders of one or more Classes of                  Loans (each Class subject to such a Loan Modification Offer, an “Affected                  Class”)  to  make  one  or  more  Permitted  Amendments  (as  defined  below)                  pursuant to procedures reasonably specified by the Administrative Agent and                  reasonably  acceptable  to  the  Designated  Company.   Such  notice  shall  set                  forth (i) the terms and conditions of the requested Permitted Amendment and                  (ii) the date on which such Permitted Amendment is requested to become                  effective (which shall not be less than 10 Business Days nor more than 30                  Business Days after the date of such notice) (or such shorter periods as are                  acceptable  to  the  Administrative  Agent).   Permitted  Amendments  shall                  become  effective  only  with  respect  to  the  Loans  of  the  Lenders  of  the                  Affected  Class  that  accept  the  applicable  Loan  Modification  Offer  (such                  Lenders,  the  “Accepting  Lenders”)  and,  in  the  case  of  any  Accepting                  Lender, only with respect to such Lender’s Loans of such Affected Class as                  to  which  such  Lender’s  acceptance  has  been  made.  Each  Lender  of  each                  Affected Class may elect or decline, in its sole discretion, to participate in                  such Loan Modification Offer.                               (ii)    The  Designated  Company  and  each  Accepting                  Lender shall execute and deliver to the Administrative Agent an agreement                  in form and substance satisfactory to the Administrative Agent giving effect                  to the Permitted Amendment (a “Loan Modification Agreement”) and such                  other documentation as the Administrative Agent shall reasonably specify to                  evidence the  acceptance of the Permitted Amendments  and the terms and                  conditions  thereof.   The  Administrative  Agent  shall  promptly  notify each                  Lender as to the effectiveness of each Loan Modification Agreement.  Each                  of the parties hereto hereby agrees that, upon the effectiveness of any Loan                  Modification Agreement, this Agreement shall be deemed amended to the                  extent (but only to the extent) necessary to reflect the existence and terms of                  the Permitted Amendment evidenced thereby and only with respect to the                  Loans  and Commitments of the Accepting Lenders of the Affected Class.                   Notwithstanding  the  foregoing,  no  Permitted  Amendment  shall  become                                        278  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                  effective under this Section 11.02 unless the Administrative Agent, to the                  extent  so  reasonably  requested  by  the  Administrative  Agent,  shall  have                  received  corporate  documents,  officers’  certificates  and  legal  opinions                  consistent with those delivered on the Closing Date under Section 4.02.                                (iii)   “Permitted Amendments” shall be (A) an extension                  of the final maturity date of the applicable Loans of the Accepting Lenders                  (provided that  such  extensions  may  not  result  in  having  more  than  two                  additional final maturity dates in any year, or more than three additional final                  maturity dates at any time, under this Agreement without the consent of the                  Administrative  Agent),  (B)  a  reduction,  elimination  or  extension,  of  the                  scheduled amortization of the applicable Loans of the Accepting Lenders, (C)                  a change in rate of interest (including a change to the Applicable Margin and                  any provision establishing a minimum rate), premium, or other amount with                  respect to the applicable Loans of the Accepting Lenders and/or a change in                  the payment of fees to the Accepting Lenders (such change and/or payments                  to be in the form of cash, Equity Interests or other property to the extent not                  prohibited  by  this  Agreement),  and  (D)  any  other  amendment  to  a  Loan                  Document required to give effect to the Permitted Amendments described in                  clauses (A) to (C) of this Section 11.02(g).         (g)   Most Favored Nation Provision.  The Administrative Agent is authorized to enter  into  any  amendment  to  this  Agreement  contemplated  under Section  6.10 with  the  Designated  Company,  and  without  the  approval  of  any  other  Person,  notwithstanding  anything  in  this  Agreement to the contrary.   Section 11.03 Expenses; Indemnity; Damage Waiver.           (a)   Costs and Expenses.  The Co-Borrowers shall jointly and severally pay or cause the  applicable  Loan  Party  to  pay  (i) all  reasonable  out-of-pocket  expenses  incurred  by  the  Administrative  Agent,  the  Collateral  Agent,  the  Mandated  Lead  Arrangers,  the  Incremental  Mandated Lead Arrangers, and their respective Affiliates (including the reasonable fees, charges  and  disbursements  of  one  primary  transaction  counsel  (plus  local  counsel  in  each  applicable  jurisdiction) for the Administrative Agent and/or the Collateral Agent, all fees and time charges  for  attorneys  who  may  be  employees  of  the Administrative  Agent  and/or  Collateral  Agent,  expenses incurred in connection with due diligence, inventory appraisal and collateral audit and  reporting fees, travel, courier, reproduction, printing and delivery expenses, and the obtaining and  maintaining of CUSIP numbers for the Loans) in connection with the syndication of the credit  facilities provided for herein, the preparation, negotiation, execution, delivery and administration  of this Agreement and the other Loan Documents, in connection with each step of the Permitted  Reorganization, the Aleris AcqisitionAcquisition and the Permitted Holdings Amalgamation, and  in connection with any amendment, amendment and restatement, modification or waiver of the  provisions hereof or of any of the foregoing (whether or not the transactions contemplated hereby  or thereby shall be consummated), including in connection with post-closing searches to confirm                                        279  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  that  security  filings  and  recordations  have  been  properly  made,  (ii) all  out-of-pocket  expenses  incurred by the Administrative Agent, the Collateral Agent, any Lender or any Receiver (including  the fees, charges and disbursements of one primary counsel (plus local or special counsel in each  applicable jurisdiction) for the Administrative Agent and/or the Collateral Agent (and all fees and  time  charges  for  attorneys  who  may  be  employees  of  the  Administrative  Agent  and/or  the  Collateral  Agent)  and  one  primary  counsel  (plus  local  or  special  counsel  in  each  applicable  jurisdiction)  for  the  Lenders,  and  one  primary  counsel  (plus  local  or  special  counsel  in  each  applicable jurisdiction) for any Receiver), in connection with the enforcement or protection of its  rights (A) in connection with this Agreement and the other Loan Documents, including its rights  under this Section 11.03, (B) in enforcing, preserving and protecting, or attempting to enforce,  preserve  or  protect  its  interests  in  the  Collateral  or  (C) in  connection  with  the  Loans  issued  hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring  or negotiations in respect of such Loans and (iv) all documentary and similar taxes and charges in  respect of the Loan Documents.         (b)   Indemnification.  Each Loan Party shall indemnify each Agent (and any sub-agent  thereof), each Mandated Lead Arranger, each Incremental Mandated Lead Arranger, each Lender  and Receiver, and each Related Party of any of the foregoing persons (each such person being  called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all reasonable  out-of-pocket losses, claims, damages, liabilities and related expenses (including the reasonable  fees, charges and disbursements of any counsel for any Indemnitee) incurred by any Indemnitee  or asserted against any Indemnitee by any third party or by the Designated Company or any other  Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this  Agreement,  any  other  Loan  Document,  or  any  amendment,  amendment  and  restatement,  modification  or  waiver  of  the  provisions  hereof  or  thereof,  or  any  agreement  or  instrument  contemplated  hereby  or  thereby,  the  performance  by  the  parties  hereto  of  their  respective  obligations hereunder or thereunder or the consummation of the transactions contemplated hereby  or thereby (including in connection with each step of the Permitted Reorganization, the Aleris  Acquisition and any Permitted Holdings Amalgamation), (ii) any Loan or the use or proposed use  of the proceeds therefrom, (iii) any actual or alleged presence or Release or threatened Release of  Hazardous Materials on, at, under or from any property owned, leased or operated by any Company  at any time, or any Environmental Claim related in any way to any Company, or (iv) any actual or  prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether  based on contract, tort or any other theory, whether brought by a third party or by the Designated  Company or any other Loan Party, and regardless of whether any Indemnitee is a party thereto;  provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such  losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent  jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or  willful  misconduct  of  such  Indemnitee  or  (y) result  from  a  claim  brought  by  the  Designated  Company  or  any  other  Loan  Party  against  an  Indemnitee  for  breach  in  bad  faith  of  such  Indemnitee’s  obligations  hereunder  or  under  any  other  Loan  Document,  if  the  Designated  Company or such Loan Party has obtained a final and nonappealable judgment in its favor on such  claim as determined by a court of competent jurisdiction.  WITHOUT LIMITATION OF THE  FOREGOING, IT IS THE INTENTION OF THE LOAN PARTIES, AND THE LOAN PARTIES  AGREE, THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNITEE  WITH  RESPECT  TO  LOSSES,  CLAIMS,  DAMAGES,  PENALTIES,  LIABILITIES  AND                                        280  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  RELATED  EXPENSES  (INCLUDING,  WITHOUT  LIMITATION,  ALL  EXPENSES  OF  LITIGATION  OR  PREPARATION  THEREFOR),  WHICH  IN  WHOLE  OR  IN  PART  ARE  CAUSED  BY  OR  ARISE  OUT  OF  THE  COMPARATIVE,  CONTRIBUTORY  OR  SOLE  NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNITEE.         (c)   Reimbursement by Lenders.  To the extent that any Loan Party for any reason fails  to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 11.03 to be paid  by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent (or any sub- agent thereof) or any Receiver or any Related Party thereof, each Lender severally agrees to pay  to the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent)  such Receiver or such Related Party, as the case may be, such Lender’s pro rata share (determined  as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such  unpaid  amount; provided that  the  unreimbursed  expense  or  indemnified  loss,  claim,  damage,  liability  or  related  expense,  as  the  case  may  be,  was  incurred  by  or  asserted  against  the  Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the  Receiver, in each case, in its capacity as such, or against any Related Party of any of the foregoing  acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such  sub-agent)or the Receiver in connection with such capacity.  The obligations of the Lenders under  this paragraph (c) are subject to the provisions of Section 2.14(g).  For purposes hereof, a Lender’s  “pro rata share” shall be determined based upon its share of the sum of the total outstanding Term  Loans and unused Commitments of all Lenders at the time (or if the Term Loans have been repaid  in  full  and  the  Commitments  have  been  terminated,  based  upon  its  share  of  the  Term  Loans  immediately prior to such repayment).          (d)   Waiver  of  Consequential  Damages,  Etc.   To  the  fullest  extent  permitted  by  applicable Requirements of Law, no Loan Party shall assert, and each Loan Party hereby waives,  any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or  punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as  a  result  of,  this  Agreement,  any  other  Loan  Document  or  any  agreement  or  instrument  contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the  proceeds thereof.  No Indemnitee referred to in paragraph (b) above shall be liable for any damages  arising from the use by unintended recipients of any information or other materials distributed by  it through telecommunications, electronic or other information transmission systems in connection  with this Agreement or the other Loan Documents or the transactions contemplated hereby or  thereby.         (e)   Payments.  All amounts due under this Section shall be payable not later than three  (3) Business Days after demand therefore accompanied by reasonable particulars of amounts due.         (f)   Survival.  The agreements in this Section shall survive the resignation of either or  both  of the Administrative Agent  or the Collateral  Agent,  the  replacement  of any  Lender, the  termination  of  the  Commitments  and  the  repayment,  satisfaction  or  discharge  of  all  the   Obligations                                         281  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Section 11.04 Successors and Assigns.         (a)   Successors  and  Assigns  Generally.   The  provisions  of  this  Agreement  shall  be  binding upon and inure to the benefit of the parties hereto and their respective successors and  assigns permitted hereby, except that neither the Designated Company nor any other Loan Party  may (except as a result of a transaction expressly permitted by Section 6.05(c) or 6.05(e)) assign  or otherwise transfer any of its rights or obligations hereunder without the prior written consent of  the Administrative Agent, the Collateral Agent and each Lender and no Lender may assign or  otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in  accordance with the provisions of paragraph (b) of this Section 11.04, (ii) by way of participation  in accordance with the provisions of paragraph (d) of this Section 11.04 or (iii) by way of pledge  or assignment of a security interest subject to the restrictions of paragraph (f) of this Section (and  any other attempted assignment or transfer by the Designated Company, any other Loan Party or  any Lender shall be null and void).  Nothing in this Agreement, expressed or implied, shall be  construed to confer upon any person (other than the parties hereto, their respective successors and  assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and,  to the extent expressly contemplated hereby, the other Indemnitees) any legal or equitable right,  remedy or claim under or by reason of this Agreement.         (b)   Assignments  by  Lenders.   Any  Lender  may  at  any  time  assign  to  one  or  more  Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all  or a portion of its Commitment and the Loans at the time owing to it); provided that                               (i)     except in the case of any assignment made on or prior                  to the Syndication Termination Date in respect of any Class or an assignment                  of the entire remaining amount of the assigning Lender’s Commitment and                  the Loans of such Class at the time owing to it or in the case of an assignment                  to a Lender or an Affiliate of a Lender or an Approved Fund with respect to                  a Lender, the aggregate amount of the Commitment (which for this purpose                  includes  Loans outstanding thereunder) of such Class or, if the applicable                  Commitment is not then in effect, the principal outstanding balance of the                  Loans of such Class of the assigning Lender subject to each such assignment                  (determined as of the date the Assignment and Assumption with respect to                  such assignment is delivered to the Administrative Agent or, if “Trade Date”                  is specified in the Assignment and Assumption, as of the Trade Date) shall                  be an integral multiple of $1,000,000, unless, so long as no Event of Default                  has occurred and is continuing, the Designated Company otherwise consents                  (each such consent not to be unreasonably withheld or delayed) and, with                  respect  to  any  Co-Borrower,  such  consent  shall  be  deemed  given  if  no                  objection is made by the Designated Company  within five Business Days                  after notice of the proposed assignment; provided, however, that concurrent                  assignments to members of an Assignee Group and concurrent assignments                  from members of an Assignee Group to a single Eligible Assignee (or to an                  Eligible Assignee and members of its Assignee Group) will be treated as a                                        282  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                  single  assignment  for  purposes  of  determining  whether  such minimum                  amount has been met;                               (ii)    each  partial  assignment  shall  be  made  as  an                  assignment of a proportionate part of all the assigning Lender’s rights and                  obligations  under  this  Agreement  with  respect  to  the  Loan  or  the                  Commitment assigned;                               (iii)   the  parties  to  each  assignment  shall  execute  and                  deliver to the Administrative Agent an Assignment and Assumption, together                  with  (except  (x)  in  the  case  of  any  such  assignments  by  the  Incremental                  Mandated Lead Arrangers or their respective Affiliates and (y) on or prior to                  the  Syndication  Termination  Date  under  clause  (ii)  of  such  definition)  a                  processing and recordation fee of $3,500 (provided that only one such fee                  shall  be  imposed  in  the  case  of  simultaneous  assignments  by  related                  Approved  Funds  or  Affiliates  of the  assigning  Lender),  and  the  Eligible                  Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent                  an Administrative Questionnaire;                               (iv)    the  assigning  Lender  of  an  interest  in  the  Aleris                  Incremental  Term  Loans  shall  indicate  in  the  applicable  Assignment  and                  Assumption whether such interest (or identified portion thereof) is eligible                  for indemnification in respect of Covered Aleris Syndication Taxes;                               (v)     the Administrative Agent shall have received a U.S.                  tax withholding certificate (or, alternatively, other evidence satisfactory to                  the Administrative Agent) confirming FATCA compliance of the  Eligible                  Assignee pursuant to paragraph (v) of Section 2.15(f) (FATCA Information).                  For the avoidance of doubt, and pursuant to paragraph (viii) of Section 2.15(f)                  (FATCA Information), the Administrative Agent may rely on such U.S. tax                  withholding certificate or other evidence from each Lender without further                  verification, and the Administrative Agent shall not be liable for any action                  taken  by  it  in respect  of  such  U.S.  tax  withholding  certificate  or  other                  evidence under or in connection with paragraph (v), (vi) or (vii) of Section                  2.15(f) (FATCA Information); and                               (vi)    Discounted Purchases.  Each Lender acknowledges                  that, commencing with the date that is three months after the Syndication                  Termination Date, each Co-Borrower is an Eligible Assignee hereunder and                  may  purchase  Term  Loans  hereunder  from  Lenders  from  time  to  time                  pursuant  to  a  Discounted  Purchase  in  accordance  with  the  terms  of  this                  Agreement (including, without limitation, Section 11.04 hereof), subject to                                         283  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                  the  restrictions  set  forth  in  the  definitions  of  “Discounted  Purchase”  and                  “Eligible Assignee” and the following limitations:                     (A)   each Co-Borrower agrees that, notwithstanding anything herein or        in any of the other Loan Documents to the contrary, (1) under no circumstances, whether        or not any Loan Party is subject to a bankruptcy or other insolvency proceeding, shall any        Co-Borrower be permitted to exercise any voting rights or other privileges with respect to        any Term Loans and any Term Loans that are assigned to any Co-Borrower shall have no        voting rights or other privileges under this Agreement and the other Loan Documents and        shall not be taken into account in determining any required vote or consent and (2) the Co-       Borrowers shall not receive information provided solely to Lenders by the Administrative        Agent or any Lender and shall not be permitted to attend or participate in meetings attended        solely by Lenders and the Administrative Agent and their advisors; rather, all Loans held        by each Co-Borrower shall be automatically cancelled immediately upon the purchase or        acquisition thereof in  accordance with  the terms  of this  Agreement (including, without        limitation, Section 11.04 hereof);                     (B)   at  the time  any Co-Borrower is  making Discounted Purchases  of        Loans it shall enter into an agreement with the Administrative Agent for the benefit of the        Administrative  Agent  and  Lenders  setting  forth  the  agreements,  representations  and        warranties set forth in this paragraph (vi) that are applicable to it, in a manner reasonably        satisfactory to the Administrative Agent and in any case identifying such Co-Borrower as        the purchaser;                      (C)   immediately upon the effectiveness of each Discounted Purchase, a        Cancellation (it being understood that such cancellation shall not constitute a voluntary        repayment of Loans for purposes of this Agreement) shall be automatically irrevocably        effected with respect to all of the Loans and related Obligations subject to such Discounted        Purchase for no consideration, with the effect that such Loans and related Obligations shall        for all purposes of this Agreement and the other Loan Documents no longer be outstanding,        and the Co-Borrowers and the Guarantors shall no longer have any Obligations relating        thereto, it being understood that such forgiveness and cancellation shall result in the Co-       Borrowers  and  the  Guarantors  being  irrevocably  and  unconditionally  released  from  all        claims  and  liabilities  relating  to  such  Obligations  which have  been  so  cancelled  and        forgiven, and the Collateral shall cease to secure any such Obligations which have been so        cancelled and forgiven; and                     (D)   at the time of such Purchase Notice and Discounted Purchase, (x) no        Default  or  Event  of  Default  shall  have occurred  and  be  continuing  or  would  result        therefrom, and (y) no proceeds of Revolving Credit Loans are used to consummate the        Discounted Purchase.                                         284  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c)  of  this Section  11.04,  from  and  after  the  effective  date  specified  in  each  Assignment  and  Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent  of the interest assigned by such Assignment and Assumption, have the rights and obligations of a  Lender  under  this  Agreement,  and  the  assigning  Lender  thereunder  shall,  to  the  extent  of  the  interest assigned by such Assignment and Assumption, be released from its obligations under this  Agreement  (and,  in  the  case  of  an  Assignment and  Assumption  covering  all  of  the  assigning  Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)  but shall continue to be entitled to the benefits of Section 2.12, Section 2.13, Section 2.15, Section  2.16, Section 7.10 and Section 11.03 with respect to facts and circumstances occurring prior to the  effective date of such assignment.  Any assignment or transfer by a Lender of rights or obligations  under this Agreement that does not comply with this paragraph shall be treated for purposes of this  Agreement as a sale by such Lender of a participation in such rights and obligations in accordance  with paragraph (d) of this Section 11.04.  In the event of a transfer by novation of all or part of its  rights and obligations under this Agreement by a Lender, such Lender expressly reserves the rights,  powers, privileges and actions that it enjoys under any Security Documents governed by French  law in favor of its Eligible Assignee, in accordance with the provisions of article 1334 et seq. of  the French Code civil.           (c)   Register.  The Administrative Agent, acting solely for this purpose as an agent of  the  Co-Borrowers  (and  such  agency  being  solely  for  tax  purposes),  shall,  at  all  times  at  the  Administrative  Agent’s  Office, while  any  Loans  are  outstanding,  maintain  a  copy  of  each  Assignment and Assumption delivered to it and a register for the recordation of the names and  addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to,  each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the  Register shall be conclusive, and the Co-Borrowers, the Administrative Agent and the Lenders  shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a  Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  In  addition,  the  Administrative  Agent  shall  maintain  in  the  Register  information  regarding  the  designation, and revocation of designation, of any Lender as a Defaulting Lender.  The Register  shall be available for inspection by the Collateral Agent, the Co-Borrowers and any Lender (with  respect to its own interest only), at any reasonable time and from time to time upon reasonable  prior notice. During any period that the Borrower is required to deliver a certificate pursuant to  Section 2.15(l)(v), the Administrative Agent shall, if requested by any Co-Borrower, promptly  provide  the  Borrower  with  copies  of  each  Assignment  and  Assumption  delivered  to  the  Administrative Agent.  The requirements of this Section 11.04(c) are intended to result in any and  all  Loans  being  in  “registered  form”  for  purposes  of  Section  871,  Section  881  and  any  other  applicable  provision  of  the  Code,  and  shall  be  interpreted  and  applied  in  a  manner  consistent  therewith.  Each Lender that sells a participation shall, acting solely for this purpose as a non- fiduciary agent of each Co-Borrower, maintain a register on which it enters the name and address  of each Participant and the principal amounts (and stated interest) of each Participant’s interest in  the Commitments and Loans or other obligations under the Loan Documents (the “Participant  Register”); provided that no Lender shall have any obligation to disclose all or any portion of the  Participant  Register  (including  the  identity  of  any  Participant  or  any  information  relating  to  a  Participant’s  interest  in  any  commitments,  loans,  or  its  other  obligations  under  any  Loan  Document) to any Person except to the extent that such disclosure is necessary to establish that                                        285  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the  United States Treasury Regulations.  The entries in the Participant Register shall be conclusive  absent manifest  error, and such Lender shall treat each Person whose name is recorded in the  Participant  Register  as  the  owner  of  such  participation  for  all  purposes  of  this  Agreement  notwithstanding any notice to the contrary.  For the avoidance of doubt, the Administrative Agent  (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant  Register.         (d)   Participations.  Any Lender may at any time, without the consent of, or notice to,  any Co-Borrower or the Administrative Agent sell participations to any person (other than a natural  person,  a  Defaulting  Lender  or  a  Co-Borrower,  any  Co-Borrowers’  or  any  other  Company’s  Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or  obligations under this Agreement (including all or a portion of its Commitment and/or the Loans  owing  to  it); provided that  (i) such  Lender’s  obligations  under  this  Agreement  shall  remain  unchanged,  (ii) such  Lender  shall  remain  solely  responsible  to  the  other  parties  hereto  for  the  performance  of  such  obligations  and  (iii) each  Loan  Party,  the  Administrative  Agent  and  the  Lenders  shall  continue  to  deal  solely  and  directly  with  such  Lender  in  connection  with  such  Lender’s rights and obligations under this Agreement.         Any agreement or instrument pursuant to which a Lender sells such a participation shall  provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve  any amendment, modification or waiver of any provision of the Loan Documents; provided that  such agreement or instrument may provide that such Lender will not, without the consent of the  Participant, agree to any amendment, modification or waiver described in clause (i), (ii) or (iii) of  the first proviso to Section 11.02(b) that affects such Participant.  Subject to paragraph (e) of this  Section, the Co-Borrowers agree that each Participant shall be entitled to the benefits of Section  2.12, Section 2.13, Section 2.15, Section 2.16 and Section 7.10 (subject to the requirements of  those Sections) to the same extent as if it were a Lender and had acquired its interest by assignment  pursuant to paragraph (b) of this Section; provided, that such Participant shall not be entitled to  receive any greater payment under Section 2.12, Section 2.15, or Section 7.10 with respect to any  participation, than its participating Lender would have been entitled to receive, except to the extent  such entitlement to receive a greater payment results from a Change in Law that occurs after the  Participant acquired the applicable participation.  To the extent permitted by law, each Participant  also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such  Participant agrees to be subject to such Section 2.14 as though it were a Lender.         (e)   Limitations on Participant Rights.  A Participant shall not be entitled to receive any  greater payment under Section 2.12, Section 2.13, Section 2.15, Section 2.16 and Section 7.10 than  the applicable Lender would have been entitled to receive with respect to the participation sold to  such Participant, unless the sale of the participation to such Participant is made with the Designated  Company’s prior written consent.         (f)   Certain Pledges.  Any Lender may at any time pledge or assign a security interest  in  all  or  any  portion  of  its  rights  under  this  Agreement  to  secure  obligations  of  such  Lender,                                        286  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  including any pledge or assignment to secure obligations to a Federal Reserve Bank or to any other  central bank with jurisdiction over such Lender; provided that no such pledge or assignment shall  release  such  Lender  from  any  of  its  obligations  hereunder  or  substitute  any  such  pledgee  or  assignee for such Lender as a party hereto.           (g)   Disqualified Institutions.                               (i)     No assignment or participation shall be made to any                  Person that was a Disqualified Institution as of the date (the “Trade Date”)                  on which the assigning Lender entered into a binding agreement to sell and                  assign all or a portion of its rights and obligations under this Agreement to                  such  Person (unless  the  Designated  Company  has  consented  to  such                  assignment in writing in its sole and absolute discretion, in which case such                  Person will not be considered a Disqualified Institution for the purpose of                  such assignment or participation).  For the avoidance of doubt, with respect                  to any assignee that becomes a Disqualified Institution after the applicable                  Trade Date (including as a result of the delivery of a notice pursuant to, and/or                  the  expiration  of  the  notice  period  referred  to  in,  the  definition  of                  “Disqualified  Institution”),  (x)  such  assignee  shall  not  retroactively  be                  disqualified from becoming a Lender and (y) the execution by the Designated                  Company of an Assignment and Assumption with respect to such assignee                  will  not  by  itself  result  in  such assignee  no  longer  being  considered  a                  Disqualified Institution. Any assignment or participation in violation of this                  clause (g)(i) shall not be void, but the other provisions of this clause (g) shall                  apply.                                 (ii)    If any assignment (but not participation) is made to                  any Disqualified Institution without the Designated Company’s prior written                  consent  in  violation  of  clause  (i)  above,  or  any  Person  (other  than  a                  Participant)  becomes  a  Disqualified  Institution  after  the  applicable  Trade                  Date,  the  Designated  Company  may,  at  its  sole  expense  and  effort,  upon                  notice  to  the  applicable  Disqualified  Institution  and  the  Administrative                  Agent, (A) purchase or prepay such Term Loan by paying the lesser of (x) the                  principal amount thereof and (y) the amount that such Disqualified Institution                  paid to acquire such Term Loans, in each case plus accrued interest, accrued                  fees  and  all  other  amounts  (other  than  principal  amounts)  payable  to  it                  hereunder (and, in the case of a purchase, effect an immediate Cancellation)                  and/or (B) require such Disqualified Institution to assign, without recourse                  (in  accordance  with  and  subject  to  the  restrictions  contained  in  this                  Section 11.04), all of its interest, rights and obligations under this Agreement                  to one or more Eligible Assignees at the lesser of (x) the principal amount                  thereof and (y) the amount that such Disqualified Institution paid to acquire                  such  interests,  rights  and  obligations,  in  each  case  plus  accrued  interest,                  accrued fees and all other amounts (other than principal amounts) payable to                  it hereunder.                                        287  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






                              (iii)   Notwithstanding anything to the contrary contained                  in this Agreement, if any assignment (but not participation) is made to any                  Disqualified  Institution  without  the  Designated  Company’s  prior  written                  consent in violation of clause (i) above, then such Disqualified Institution  (A)                  will not (x) have the right to receive information, reports or other materials                  provided to Lenders by the Loan Parties, the Administrative Agent or any                  other Lender, (y) attend or participate in meetings attended by the Lenders                  and the Administrative Agent, or (z) access any electronic site established for                  the  Lenders  or  confidential  communications  from  counsel  to  or  financial                  advisors of the Administrative Agent or the Lenders and (B) (x) for purposes                  of any consent to any amendment, waiver or modification of, or any action                  under, and for the purpose of any direction to the Administrative Agent or                  any Lender to undertake any action (or refrain from taking any action) under                  this Agreement or any other Loan Document, such Disqualified Institution                  will be deemed to have consented in the same proportion as the Lenders that                  are  not  Disqualified  Institutions  consented  to  such  matter,  and  (y)  for                  purposes  of  voting  on  any  plan  of  reorganization  or  plan  of  liquidation                  pursuant  to  any  Debtor  Relief  Laws  (“Reorganization  Plan”),  such                  Disqualified Institution party hereto hereby agrees (1) not to vote on such                  Reorganization Plan, (2) if such Disqualified Institution does vote on such                  Reorganization Plan notwithstanding the restriction in the foregoing clause                  (1), such vote will be deemed not to be in good faith and shall be “designated”                  pursuant to Section 1126(e) of the Bankruptcy Code of the United States (or                  any similar provision in any other Debtor Relief Laws), and such vote shall                  not be counted in determining whether the applicable class has accepted or                  rejected such Reorganization Plan in accordance with Section 1126(c) of the                  Bankruptcy Code of the United States (or any similar provision in any other                  Debtor Relief Laws) and (3) not to contest any request by any party for a                  determination by the bankruptcy court (or other applicable court of competent                  jurisdiction) effectuating the foregoing clause (2).                               (iv)    The Administrative Agent shall have the right, and                  the  Designated  Company  hereby  expressly  authorizes  the  Administrative                  Agent,  to  (A) post  the  list  of  Disqualified  Institutions  provided  by  the                  Designated Company and any updates thereto from time to time (collectively,                  the “DQ List”) on the Platform, including that portion  of the Platform that                  is designated for “public side” Lenders and/or (B) provide the DQ List to                  each Lender requesting the same.          (h)   Preservation  of  Belgian  Security  Interests.  The  benefit  of  the  Belgian  Security  Agreements  and  all  security  interests  created  thereunder  shall  automatically  transfer  to  any  assignee or transferee (by way of novation or otherwise) of part or all of the obligations expressed  to be secured by the Belgian Security Agreements. For the purpose of Article 1278 and Article  1281 of the Belgian Civil Code (and, to the extent applicable, any similar provisions of foreign  law), the Collateral Agent, the other Secured Parties and each of the other Loan Parties hereby                                        288  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  expressly reserve the preservation of the Belgian Security Agreements and all security interests  created thereunder in case of assignment, novation, amendment or any other transfer or change of  the obligations expressed to be secured by the Belgian Security Agreements (including, without  limitation, an extension of the term or an increase of the amount of such obligations or the granting  of additional credit) or of any change of any of the parties to this Agreement or any other Loan  Document.  As  of  the  Second  Amendment  Effective  Date,  each  Lender  party  to  the  Second  Amendment, which Lenders constitute the Required Lenders, and each Lender that becomes a  party to this Agreement after the Second Amendment Effective Date, expressly consents to the  terms of this Section 11.04(h), and hereby agrees that the form Assignment and Assumption may  be updated to include the terms of this Section 11.04(h) without the further consent of any other  Person.   Section 11.05 Survival  of  Agreement.   All  covenants,  agreements,  representations  and  warranties  made  by  the  Loan  Parties  in the  Loan  Documents  and  in  the  certificates  or  other  instruments  delivered  in  connection  with  or  pursuant  to  this  Agreement  or  any  other  Loan  Document shall be considered to have been relied upon by the other parties hereto and shall survive  the execution and delivery of the Loan Documents and the making of any Loans, regardless of any  investigation made by any such other party or on its behalf and notwithstanding that the Agents or  any  Lender  may  have  had  notice  or  knowledge  of  any  Default  or  incorrect  representation  or  warranty at the time any credit is extended hereunder, and shall continue in full force and effect as  long as the principal of or any accrued interest on any Loan or any fee or any other amount payable  under  this  Agreement  is  outstanding  and unpaid  or  any  Commitments  have  not  expired  or  terminated. The provisions of Section 2.12, Section 2.13, Section 2.14, Section 2.15, Section 2.16,  Section 7.10, ARTICLE X and Section 11.03 shall survive and remain in full force and effect  regardless of the consummation of the transactions contemplated hereby, the repayment of the  Loans, the expiration or termination of the Commitments or the termination of this Agreement or  any provision hereof.   Section 11.06 Counterparts; Integration; Effectiveness.  This Agreement may be executed in  counterparts  (and  by  different  parties  hereto  in  different  counterparts),  each  of  which  shall  constitute an original, but all of which when taken together shall constitute a single contract.  This  Agreement and the other Loan Documents and any separate letter agreements with respect to fees  payable to any Agent or the Mandated Lead Arrangers constitute the entire contract among the  parties relating to the subject matter hereof and supersede any and all previous agreements and  understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section  4.01,  this  Agreement  shall  become  effective  when  it  shall  have  been  executed  by  the  Administrative Agent and when the Administrative Agent shall have received counterparts hereof  that, when taken together, bear the signatures of each of the other parties hereto.  Delivery of an  executed counterpart of a signature page of this  Agreement by telecopier shall be effective as  delivery of a manually executed counterpart of this Agreement.  THERE ARE NO UNWRITTEN  ORAL AGREEMENTS BETWEEN THE PARTIES.   Section 11.07 Severability.   Any  provision  of  this  Agreement  held  to  be  invalid,  illegal  or  unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such  invalidity, illegality or unenforceability without affecting the validity, legality and enforceability  of  the  remaining  provisions  hereof;  and  the  invalidity  of  a  particular  provision  in  a  particular  jurisdiction shall not invalidate such provision in any other jurisdiction.                                        289  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Section 11.08 Right of Setoff.  Subject to the Intercreditor Agreement, if an Event of Default  shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby  authorized  at  any  time  and  from  time  to  time,  to  the  fullest  extent  permitted  by  applicable  Requirements of Law, to set off and apply any and all deposits (general or special, time or demand,  provisional or final, in whatever currency) at any time held and other obligations (in whatever  currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account  of the Designated Company or any other Loan Party against any and all of the obligations of the  Designated Company or such Loan Party now or hereafter existing under this Agreement or any  other Loan Document to such Lender, irrespective of whether or not such Lender shall have made  any demand under this Agreement or any other Loan Document and although such obligations of  the Designated Company or such Loan Party may be contingent or unmatured or are owed to a  branch  or  office  of  such  Lender  different  from  the  branch  or  office  holding  such  deposit  or  obligated on such indebtedness.  The rights of each Lender and their respective Affiliates under  this Section are in addition to other rights and remedies (including other rights of setoff) that such  Lender  or  its  respective  Affiliates  may  have.   Each  Lender  agrees  to  notify  the  Designated  Company and the Administrative Agent promptly after any such setoff and application; provided  that the failure to give such notice shall not affect the validity of such setoff and application.   SECTION 11.09     GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF  PROCESS.         (a)   GOVERNING  LAW.  THIS  AGREEMENT  SHALL        BE CONSTRUED  IN  ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK,  WITHOUT  REGARD  TO  CONFLICTS  OF  LAW  PRINCIPLES  THAT  WOULD  REQUIRE  THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.         (b)   SUBMISSION  TO  JURISDICTION.  EACH  LOAN  PARTY  HEREBY  IRREVOCABLY  AND  UNCONDITIONALLY  SUBMITS,  FOR  ITSELF  AND  ITS  PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF  THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED  STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY  APPELLATE  COURT  FROM     ANY  THEREOF,  IN  ANY   ACTION  OR  PROCEEDING  ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT, OR FOR RECOGNITION  OR  ENFORCEMENT  OF  ANY  JUDGMENT,  AND  EACH      OF  THE  PARTIES  HERETO  HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN  RESPECT  OF  ANY  SUCH     ACTION  OR  PROCEEDING     MAY  BE  HEARD  AND  DETERMINED IN SUCH NEW YORK STATE COURT         OR, TO THE FULLEST EXTENT  PERMITTED  BY  APPLICABLE  LAW,  IN  SUCH  FEDERAL  COURT.   EACH  OF     THE  PARTIES  HERETO  AGREES  THAT  A  FINAL  JUDGMENT  IN  ANY  SUCH  ACTION  OR  PROCEEDING  SHALL  BE    CONCLUSIVE  AND  MAY  BE  ENFORCED  IN  OTHER  JURISDICTIONS  BY  SUIT  ON  THE  JUDGMENT  OR      IN  ANY  OTHER  MANNER  PROVIDED  BY  LAW.   NOTHING  IN  THIS  AGREEMENT  OR  ANY  OTHER  LOAN  DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY AGENT OR ANY LENDER MAY  OTHERWISE HAVE TO BRING      ANY ACTION OR  PROCEEDING  RELATING TO THIS                                         290  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY                OR  ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.         (C)   WAIVER OF VENUE.  EACH LOAN PARTY HEREBY IRREVOCABLY AND  UNCONDITIONALLY  WAIVES,  TO  THE  FULLEST          EXTENT  PERMITTED  BY  APPLICABLE REQUIREMENTS OF LAW, ANY OBJECTION WHICH IT MAY NOW OR  HEREAFTER  HAVE  TO  THE  LAYING  OF  VENUE  OF       ANY  SUIT,  ACTION  OR  PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER  LOAN  DOCUMENT  IN  ANY    COURT  REFERRED  TO  IN   SECTION  11.09(B).   EACH  FRENCH GUARANTOR AND EACH OTHER FRENCH SUBSIDIARY HEREBY WAIVES  THE  BENEFIT  OF  THE  PROVISIONS  OF  ARTICLE 14  OF  THE  FRENCH CODE  CIVIL.   EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST  EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, THE DEFENSE OF  AN  INCONVENIENT  FORUM  TO  THE  MAINTENANCE          OF  SUCH  ACTION  OR  PROCEEDING IN ANY SUCH COURT.         (D)   SERVICE  OF  PROCESS.   EACH  PARTY  HERETO        IRREVOCABLY  CONSENTS  TO  SERVICE  OF  PROCESS  IN  ANY  ACTION  OR  PROCEEDING  ARISING  OUT OF OR RELATING TO ANY LOAN DOCUMENT, IN THE MANNER PROVIDED FOR  NOTICES  (OTHER  THAN      TELECOPIER,  E-MAIL  OR  OTHER  ELECTRONIC  TRANSMISSION)  IN  SECTION  11.01.   EACH  LOAN  PARTY  HEREBY  IRREVOCABLY  DESIGNATES, APPOINTS AND EMPOWERS CORPORATION SERVICE COMPANY, 1180  AVE OF THE AMERICAS, SUITE 210, NEW YORK, NEW YORK,  10036 (TELEPHONE NO:  800-927-9801, X52067) (TELECOPY NO: 212-299-5656) (ELECTRONIC MAIL ADDRESS:  MWIENER@CSCINFO.COM) (THE “PROCESS AGENT”), IN THE CASE OF ANY SUIT,  ACTION  OR  PROCEEDING  BROUGHT  IN  THE  UNITED  STATES  AS  ITS  DESIGNEE,  APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON  ITS BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL  PROCESS, SUMMONS, NOTICES AND DOCUMENTS THAT MAY BE SERVED IN ANY  ACTION  OR  PROCEEDING    ARISING  OUT  OF  OR  IN  CONNECTION  WITH  THIS  AGREEMENT OR ANY LOAN DOCUMENT.  NOTHING IN THIS AGREEMENT OR ANY  OTHER LOAN DOCUMENT      WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO  SERVE  PROCESS  IN  ANY     OTHER  MANNER  PERMITTED  BY  APPLICABLE  REQUIREMENTS OF LAW.   SECTION 11.10     WAIVER  OF  JURY  TRIAL.  EACH  LOAN  PARTY  HEREBY  IRREVOCABLY  WAIVES,       TO  THE  FULLEST  EXTENT  PERMITTED  BY  APPLICABLE REQUIREMENTS OF LAW, ANY RIGHT IT MAY HAVE TO A TRIAL  BY  JURY  IN  ANY  LEGAL  PROCEEDING  DIRECTLY     OR  INDIRECTLY  ARISING  OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT  OR  THE  TRANSACTIONS     CONTEMPLATED  HEREBY        (WHETHER  BASED  ON  CONTRACT,  TORT  OR  ANY  OTHER  THEORY).   EACH  PARTY  HERETO  (A) CERTIFIES  THAT  NO  REPRESENTATIVE,  AGENT  OR  ATTORNEY  OF  ANY  OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH  OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE                                        291  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER  PARTIES  HERETO  HAVE    BEEN  INDUCED  TO  ENTER  INTO  THIS  AGREEMENT  AND  THE  OTHER  LOAN  DOCUMENTS  BY,  AMONG  OTHER  THINGS,  THE  MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.   Section 11.11 Headings.  Article and Section headings and the Table of Contents used herein are  for  convenience  of  reference  only,  are  not  part  of  this  Agreement  and  shall  not  affect  the  construction of, or be taken into consideration in interpreting, this Agreement.   Section 11.12 Treatment  of  Certain  Information;  Confidentiality.   Each  Agent  and  each  Lender agrees to maintain the confidentiality of the Information (as defined below), except that  Information  may  be  disclosed  (a) to  its  Affiliates  (including  its  head  office,  branch  or  representative  offices)  and  to  its  and  its  Affiliates’  respective  partners,  directors,  officers,  employees,  agents,  trustees,  advisors,  service  providers and  other  representatives  (it  being  understood that the persons to whom such disclosure is made will be informed of the confidential  nature of such Information and instructed to keep such Information confidential), (b) to the extent  requested by any regulatory authority purporting to have jurisdiction over it (including any self- regulatory authority, such as the National Association of Insurance Commissioners), (c) to the  extent  required  by  applicable  Requirements  of  Law,  stock  exchange  requirement,  or  by  any  subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise  of any remedies hereunder or under any other Loan Document or any action or proceeding relating  to  this  Agreement  or  any  other  Loan  Document  or  the  enforcement  of  rights  hereunder  or  thereunder, (f) subject to an agreement containing provisions substantially the same as those of  this Section 11.12, to (i) any assignee of or Participant or sub-Participant in, or any prospective  Lender,  or  prospective  assignee  of  or  Participant  or  sub-Participant  in,  any  of  its  rights  or  obligations under this Agreement, (ii) any actual or prospective counterparty (or its advisors) to  any swap or derivative transaction relating to any Loan Party and its obligations or (iii) any rating  agency for the purpose of obtaining a credit rating applicable to any Lender, (g) with the consent  of the Designated Company or the applicable Loan Party, (h) to insurers, insurance brokers and  other  credit  protection and  service  providers  of  any  Agent,  Lender,  or  any  of  their  respective  Affiliates who are under a duty of confidentiality to such Agent, Lender or Affiliate, (i) to any  Federal Reserve Bank or any other central bank with jurisdiction over such Person in connection  with  a  pledge  or  assignment  in  accordance  with Section  11.04(f) or  (j) to  the  extent  such  Information (x) becomes publicly available other than as a result of a breach of this Section or  (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates  on a nonconfidential basis from a source other than the Loan Parties.  For purposes of this Section,  “Information”  shall  mean  all  written  information  received  from  a  Loan  Party  or  any  of  its  Subsidiaries relating to the Loan Parties or any of their Subsidiaries or any of their respective  businesses, other than any such information that is available to any Agent or any Lender on a  nonconfidential basis prior to disclosure by any Loan Party or any of their Subsidiaries, provided  that, in the case of information received from any Loan Party or any of their Subsidiaries after the  Closing Date, such information is clearly identified at the time of delivery as confidential.  Any  person required to maintain the confidentiality of Information as provided in this Section shall be  considered to have complied with its obligation to do so if such person has exercised the same  degree of care to maintain the confidentiality of such Information as such person would accord to  its own confidential information.                                         292  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Section 11.13 USA PATRIOT Act Notice.  Each Lender that is subject to the Patriot Act (as  hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender)  hereby  notifies  the  Designated  Company  and  the  other  Loan  Parties  that  pursuant  to  the  requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26,  2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies  the Designated Company and the other Loan Parties, which information includes the name, address  and tax identification number of the Designated Company and the other Loan Parties and other  information regarding the Designated Company and the other Loan Parties that will allow such  Lender or the Administrative Agent, as applicable, to identify the Designated Company and the  other Loan Parties in accordance with the Patriot Act.  This notice is given in accordance with the  requirements of the Patriot Act and is effective as to the Lenders and the Administrative Agent.  Where a Lender has received soft copies of the documents provided pursuant to Section 4.01, the  definition of Permitted Reorganization or this Section 11.13, within a reasonable period of time  following the written request therefor by such Lender, the Designated Company shall deliver paper  copies to such Lender, it being understood that the Lenders have a right to seek paper copies of all  such documentation as may be required in order to enable compliance with applicable “know your  customer” and anti-money laundering rules and regulations.   Section 11.14 Interest Rate Limitation.  Notwithstanding anything to the contrary contained in  any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not  exceed the maximum rate of non-usurious interest permitted by applicable law (the “Maximum  Rate”).  If the Administrative Agent or any Lender shall receive interest in an amount that exceeds  the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds  such  unpaid  principal,  refunded  to  the  applicable  Co-Borrower.   In  determining  whether  the  interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the  Maximum Rate, such person may, to the extent permitted by applicable law, (a) characterize any  payment  that  is  not  principal  as  an  expense,  fee,  or  premium  rather  than  interest,  (b)  exclude  voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in  equal  or  unequal  parts  the  total  amount  of  interest  throughout  the  contemplated  term  of  the  Obligations hereunder.   Section 11.15 Singapore  Personal  Data  Protection  Act.  If  a  Loan  Party  provides  a  Secured  Party with personal data of any individuals (including, where applicable, a Loan Party’s directors,  officers,  employees,  shareholders,  beneficial  owners,  representatives,  agents  and  principals  (if  acting on behalf of another)), that Loan Party represents and warrants that it:         (a)   has obtained (and shall maintain) the consent from such individual; and         (b)   is authorized to deliver such personal data to that Secured Party for collection, use,  disclosure, transfer and retention of personal data for such purposes as set out in that Secured  Party’s personal data protection policy or as permitted by applicable laws or regulations.   Section 11.16 Obligations Absolute.  To the fullest extent permitted by applicable Requirements  of Law (in the case of the U.S. Hold Separate Order, as such Requirements of Law are modified  as it relates to Aleris Rolled Products, Inc. and/or the other U.S. Subsidiaries of Aleris pursuant to                                        293  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  a U.S. Hold Separate Agreement), all obligations of the Loan Parties hereunder shall be absolute  and unconditional irrespective of:         (a)   any  bankruptcy,  insolvency,  reorganization,  arrangement,  readjustment,  composition, liquidation or the like of any Loan Party;         (b)   any lack of validity or enforceability of any Loan Document or any other agreement  or instrument relating thereto against any Loan Party;         (c)   any change in the time, manner or place of payment of, or in any other term of, all  or any of the Obligations, or any other amendment or waiver of or any consent to any departure  from any Loan Document or any other agreement or instrument relating thereto;         (d)   any exchange, release or non-perfection of any other Collateral, or any release or  amendment or waiver of or consent to any departure from any guarantee, for all or any of the  Obligations;         (e)   any exercise or non-exercise, or any waiver of any right, remedy, power or privilege  under or in respect hereof or any Loan Document; or         (f)   any other circumstances which might otherwise constitute a defense available to,  or a discharge of, the Loan Parties.   Notwithstanding  anything  herein  to  the  contrary,  each  party  hereby  acknowledges  that  the  provisions of article 1195 of the French code civil shall not apply to it with respect to its obligations  under the French Security Agreements and that it shall not be entitled to make any claim under  article 1195 of the French code civil.   Section 11.17 Intercreditor Agreement.  Notwithstanding anything to  the contrary contained  herein,  each  Lender acknowledges  that the Lien and security interest  granted to  the Collateral  Agent  pursuant  to  the  Security  Documents  and  the  exercise  of  any  right  or  remedy  by  such  Collateral Agent thereunder are subject to the provisions of the Intercreditor Agreement.  In the  event of any conflict between the terms of the Intercreditor Agreement, on the one hand, and the  Security Documents, on the other hand, the terms of the Intercreditor Agreement shall govern and  control.   Section 11.18 Judgment Currency.         (a)   Each Loan Party’s obligations hereunder and under the other Loan Documents to  make payments in Dollars (the “Obligation Currency”) shall not be discharged or satisfied by  any tender or recovery pursuant to any judgment expressed in or converted into any currency other                                        294  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  than  the  Obligation  Currency,  except  to  the  extent  that  such  tender  or  recovery  results  in  the  effective receipt by the Administrative Agent or the respective Lender of the full amount of the  Obligation Currency expressed to be payable to the Administrative Agent or such Lender under  this  Agreement  or  the  other  Loan  Documents.   If,  for  the  purpose  of  obtaining or  enforcing  judgment  against  any  Loan  Party  in  any  court  or  in  any  jurisdiction,  it  becomes  necessary  to  convert into or from any currency other than the Obligation Currency (such other currency being  hereinafter referred to as the “Judgment Currency”) an amount due in the Obligation Currency,  the conversion shall be made at the spot selling rate at which the Administrative Agent (or if the  Administrative Agent does not quote a rate of exchange on such currency, by a known dealer in  such currency designated by the Administrative Agent) offers to sell such Judgment Currency for  the  Obligation  Currency  in  the  London  foreign  exchange  market  at  approximately  11:00  a.m.  London time on such date for delivery two (2) Business Days later (such date of determination of  such  spot  selling  rate,  being  hereinafter  referred  to  as  the  “Judgment  Currency  Conversion  Date”).         (b)   If  there  is  a  change  in  the  rate  of  exchange  prevailing  between  the  Judgment  Currency Conversion Date and the date of actual payment of the amount due, the Co-Borrowers  covenant and agrees to pay, or cause to be paid, such additional amounts, if any (but in any event  not a lesser amount) as may be necessary to ensure that the amount paid in the Judgment Currency,  when converted at the rate of exchange prevailing on the date of payment, will produce the amount  of  the  Obligation  Currency  which  could  have  been  purchased  with  the  amount  of  Judgment  Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the  Judgment Currency Conversion Date.         (c)   For  purposes  of  determining  any  rate  of  exchange  for  this Section  11.18,  such  amounts  shall  include  any  premium  and  costs  payable  in  connection  with  the  purchase  of  the  Obligation Currency.   Section 11.19 Enforcement.  Notwithstanding anything to the contrary contained herein or in any  other Loan Document, the authority to enforce rights and remedies hereunder and under the other  Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all  actions  and  proceedings  at  law  in  connection  with  such  enforcement  shall  be  instituted  and  maintained  exclusively  by,  any  of  the  Administrative  Agent  and  the  Collateral  Agent,  as  the  relevant  Loan Document may provide,  in accordance with the terms of the Loan Documents;  provided, however,  that  the  foregoing  shall  not  prohibit  (a)  the  Administrative  Agent  or  the  Collateral Agent from exercising on its own behalf the rights and remedies that inure to its benefit  (solely  in  its  capacity  as  Administrative  Agent  and  the  Collateral  Agent,  as  the  case  may  be)  hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in  accordance with the terms hereof (subject to Section 2.14), (c) any Lender from filing proofs of  claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding  relative to any Loan Party under any bankruptcy, insolvency or Debtor Relief Law or (d) any  Person authorized under the Intercreditor Agreement to exercise rights and remedies with respect  to  the  Collateral;  and provided, further,  that  if  at  any  time  there  is  no  person  acting  as  Administrative  Agent  hereunder  and  under  the  other  Loan  Documents,  then  (i)  the  Required  Lenders  shall  have  the  rights  otherwise  ascribed  to  the  Administrative Agent  regarding  the                                        295  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  enforcement of rights and remedies under to the Loan Documents and (ii) in addition to the matters  set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.14, any Lender  may, with the consent of the Required Lenders, enforce any rights and remedies available to it and  as authorized by the Required Lenders.   Section 11.20 No Advisory or Fiduciary Responsibility.  In connection with all aspects of each  transaction contemplated hereby (including in connection with any amendment, waiver or other  modification hereof or of any other Loan Document), the Designated Company and each other  Loan Party acknowledges and agrees that: (i) (A) the arranging and other services regarding this  Agreement provided by the Administrative Agent, the Collateral Agent and the Mandated Lead  Arrangers are arm’s-length commercial transactions between the Designated Company and each  other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent,  the  Collateral  Agent  and  the  Mandated  Lead  Arrangers,  on  the  other  hand,  (B) each  of the  Designated  Company and  the  other  Loan  Parties has  consulted  its  own  legal,  accounting,  regulatory  and  tax  advisors  to  the  extent  it  has  deemed  appropriate,  and  (C)  the  Designated  Company and each other Loan Party is capable of evaluating, and understands and accepts, the  terms,  risks  and  conditions  of  the  transactions  contemplated  hereby  and  by  the  other  Loan  Documents;  (ii)  (A)  the  Administrative  Agent,  the  Collateral  Agent,  and  the  Mandated  Lead  Arrangers each is and has been acting solely as a principal and, except as expressly agreed in  writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or  fiduciary for the Designated Company, any other Loan Party or any of their respective Affiliates,  or  any  other  Person  and  (B)  neither  the  Administrative  Agent,  the  Collateral  Agent  nor  the  Mandated Lead Arrangers has any obligation to the Designated Company, any other Loan Party  or any of their respective Affiliates with respect to the transactions contemplated hereby except  those  obligations  expressly  set  forth  herein  and  in  the  other  Loan  Documents;  and  (iii)  the  Administrative Agent, the Collateral Agent and the Mandated Lead Arrangers and their respective  Affiliates may be engaged in a broad range of transactions that involve interests that differ from  those  of  the  Designated  Company,  the  other  Loan  Parties  and  their  respective Affiliates,  and  neither the Administrative Agent, the Collateral Agent nor any of the Mandated Lead Arrangers  has any obligation to disclose any of such interests to the Designated Company, any other Loan  Party or any of their respective Affiliates.  To the fullest extent permitted by law, each of the  Designated Company and the other Loan Parties hereby waives and releases any claims that it may  have against the Administrative Agent, the Collateral Agent and the Mandated Lead Arrangers  with respect to any breach or alleged breach of agency or fiduciary duty in connection with any  aspect of any transaction contemplated hereby.   Section 11.21 Abstract Acknowledgment of Indebtedness and Joint Creditorship.         (a)   Notwithstanding any other provision of this Agreement, each Loan Party hereby  irrevocably and unconditionally  agrees  and covenants  with  the Collateral  Agent  by way of an  abstract  acknowledgment  of  indebtedness  (abstraktes  Schuldversprechen)  that  it  owes  to  the  Collateral Agent as creditor in its own right and not as a representative of the other Secured Parties,  sums equal to, and in the currency of, each amount payable by such Loan Party to each of the  Secured Parties under each of the Loan Documents relating to any Secured Obligations, as and  when that amount falls due for payment under the relevant Secured Debt Agreement or would have  fallen due but for any discharge resulting from failure of another Secured Party to take appropriate                                        296  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  steps, in insolvency proceedings affecting such Loan Party, to preserve its entitlement to be paid  that amount.         (b)   Each  Loan  Party  undertakes  to  pay  to  the  Collateral  Agent  upon  first  written  demand the amount payable by such Loan Party to each of the Secured Parties under each of the  Secured Debt Agreements as such amount has become due and payable.         (c)   The Collateral Agent has the independent right to demand and receive full or partial  payment of the amounts payable by each Loan Party under this Section 11.21, irrespective of any  discharge  of  such  Loan  Party’s  obligation  to  pay  those  amounts  to  the  other  Secured  Parties  resulting from failure by them to take appropriate steps, in insolvency proceedings affecting such  Loan Party, to preserve their entitlement to be paid those amounts.         (d)   Any amount due and payable by a Loan Party to the Collateral Agent under this  Section 11.21 shall be decreased to the extent that the other Secured Parties have received (and are  able  to  retain)  payment  in  full  of  the  corresponding  amount  under  the  other  provisions  of  the  Secured Debt Agreements and any amount due and payable by a Loan Party to the other Secured  Parties  under  those  provisions  shall  be  decreased  to  the  extent  that  the  Collateral  Agent  has  received (and is able to retain) payment in full of the corresponding amount under this Section  11.21; provided that no Loan Party may consider its obligations towards a Secured Party to be so  discharged by virtue of any set-off, counterclaim or similar defense that it may invoke vis-à-vis  the Collateral Agent.         (e)   The  rights  of  the  Secured  Parties  (other  than  the  Collateral  Agent)  to  receive  payment of amounts payable by each Loan Party under the Secured Debt Agreements are several  and are separate and independent from, and without prejudice to, the rights of the Collateral Agent  to receive payment under this Section 11.21.         (f)   In addition, but without prejudice to the foregoing, the Collateral Agent shall be the  joint creditor (together with the relevant Secured Parties) of all obligations of each Loan Party  towards each of the Secured Parties under the Secured Debt Agreements.   Section 11.22 Special  Appointment  of  Collateral  Agent  for  German  Security and  other  German Matters.         (a)   (i)  Each  Secured  Party  that  is  or  will  become  party  to  this  Agreement  hereby  appoints the Collateral Agent as trustee (Treuhaender) and administrator for the purpose of holding  on  trust  (Treuhand),  administering,  enforcing  and  releasing  the  German  Security  (as  defined  below) for the Secured Parties, (ii) the Collateral Agent accepts its appointment as a trustee and  administrator of the German Security on the terms and subject to the conditions set out in this  Agreement  and  (iii)  the  Secured  Parties,  the  Collateral  Agent  and  all  other  parties  to  this  Agreement agree that, in relation to the German Security, no Secured Party shall exercise any                                        297  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  independent power to enforce any German Security or take any other action in relation to the  enforcement of the German Security, or make or receive any declarations in relation thereto.         (b)   To the extent possible, the Collateral Agent shall hold and administer any German  Security which is security assigned, transferred or pledged under German law to it as a trustee for  the benefit of the Secured Parties, where “German Security” shall mean the assets which are the  subject of a security document which is governed by German law.         (c)   Each Secured Party hereby authorizes and instructs the Collateral Agent (with the  right of sub delegation) to enter into any documents evidencing German Security and to make and  accept all declarations and take all actions as it considers necessary or useful in connection with  any  German Security on behalf of the Secured  Parties.  The Collateral  Agent  shall further be  entitled  to  rescind,  release,  amend  and/or  execute  new  and  different  documents  securing  the  German Security.         (d)   The  Secured  Parties  and  the  Collateral  Agent  agree  that  all  rights  and  claims  constituted by the abstract acknowledgment of indebtedness pursuant to this Section 11.22 and all  proceeds  held  by  the  Collateral  Agent  pursuant  to  or  in  connection  with  such  abstract  acknowledgment of indebtedness are held by the Collateral Agent with effect from the date of such  abstract acknowledgment of indebtedness in trust for the Secured Parties and will be administered  in accordance with the Loan Documents.  The Secured Parties and the Collateral Agent agree  further  that  the  respective  Loan  Party’s  obligations  under  such  abstract  acknowledgment  of  indebtedness  shall not  increase the total  amount of the Secured Obligations  (as  defined in  the  respective agreement governing German Security) and shall not result in any additional liability  of  any  of  the  Loan  Parties  or  otherwise  prejudice  the  rights  of  any  of  the  Loan  Parties.   Accordingly, payment of the obligations  under such abstract  acknowledgment of indebtedness  shall, to the same extent, discharge the corresponding Secured Obligations and vice versa.         (e)   Each Secured Party hereby ratifies and approves all acts and declarations previously  done by the Collateral Agent on such Secured Party’s behalf (including, for the avoidance of doubt  the  declarations  made  by  the  Collateral  Agent  as  representative  without  power  of  attorney  (Vertreter ohne Vertretungsmacht) in relation to the creation of any pledge (Pfandrecht) on behalf  and for the benefit of any Secured Party as future pledgee or otherwise).         (f)   The  representations  and warranties  in Section  3.22 and  the  covenants  in  Section 6.21, in each case, given by any Loan Party resident in Germany (Inländer) within the  meaning of Section 2 para. 15 of the German Foreign Trade Act (Auβenwirtschaftsgesetz) (or any  Loan Party in relation to a Loan Party so resident in Germany) are made only to the extent that  they do not result in a violation of or conflict with Section 7 of the German Foreign Trade and  Payments Regulation (Auβenwirtschaftsverordnung).   Section 11.23 Special Appointment of Collateral Agent in Relation to South Korea.                                         298  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (a)   Notwithstanding any other provision of this Agreement, each Loan Party hereby  irrevocably and unconditionally undertakes to pay to the Collateral Agent, as creditor in its own  right and not as representative of the other Secured Parties, sums equal to and in the currency of  each amount payable by such Loan Party to each of the Secured Parties under each of the Loan  Documents as and when that amount falls due for payment under the relevant Loan Document or  would have fallen due but for any discharge resulting from failure of another Secured Party to take  appropriate steps, in insolvency proceedings affecting that Loan Party, to preserve its entitlement  to be paid that amount.         (b)   The Collateral Agent shall have its own independent right to demand payment of  the amounts payable by each Loan Party under this Section 11.23, irrespective of any discharge of  such Loan Party’s obligation to pay those amounts to the Secured Parties resulting from failure by  them to take appropriate steps, in insolvency proceedings affecting that Loan Party, to preserve  their entitlement to be paid those amounts.         (c)   Any amount due and payable by a Loan Party to the Collateral Agent under this  Section 11.23 shall be decreased to the extent that the other Secured Parties have received (and are  able to retain) payment in full of the corresponding amount under the other provisions of the Loan  Documents and any amount due and payable by a Loan Party to the other Secured Parties under  those provisions shall be decreased to the extent that the Collateral Agent has received (and is able  to retain) payment in full of the corresponding amount under this Section 11.23.         (d)   Subject to paragraph (c) above, the rights of the Secured Parties (in each case, other  than the Collateral Agent) to receive payment of amounts payable by each Loan Party under the  Loan Documents are several and are separate and independent from, and without prejudice to, the  rights of the Collateral Agent to receive payment under this Section 11.23.         (e)   The Administrative Agent  and the Collateral  Agent  are  authorized to  enter into  consents  to  any  lock-up  or  listing  agreement  required  by  any  applicable  rule  or  regulation  in  connection with any listing or offering of Equity Interests in NKL and may consent to such Equity  Interests  being  held  by  a  depositary  or  securities  intermediary; provided,  that  the  Collateral  Agent’s Liens in the Equity Interests of NKL or its direct parents, 4260848 Canada Inc., 4260856  Canada Inc. and 8018227 Canada Inc., are not impaired.    Section 11.24 Special Appointment of Collateral Agent in Relation to France.  For  the purpose of any French Security Agreements and all security interests created thereunder:         (a)   Notwithstanding any other provision of this Agreement, each Loan Party hereby  irrevocably  and  unconditionally  undertakes  insofar  as  necessary,  in  advance,  to  pay  to  the  Collateral Agent, as creditor in its own right and not as representative of the other Secured Parties,  sums equal to and in the currency of each amount payable by such Loan Party to each of the  Secured Parties under each of the Loan Documents as and when that amount falls due for payment  under the relevant Loan Document or would have fallen due but for any discharge resulting from                                        299  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  failure of another Secured Party to take appropriate steps to preserve its entitlement to be paid that  amount  (such  payment  undertakings,  obligations  and  liabilities  which  are  the  result  thereof,  hereinafter referred to as the “Parallel Debt”).         (b)   The Collateral Agent shall have its own independent right to demand payment of  the amounts payable by each Loan Party under this Section 11.24, irrespective of any discharge of  such Loan Party’s obligation to pay those amounts to the other Secured Parties resulting from  failure by them to take appropriate steps to preserve their entitlement to be paid those amounts.         (c)   Any amount due and payable by a Loan Party to the Collateral Agent under this  Section 11.24 shall be decreased to the extent that the other Secured Parties have received (and are  able to retain) payment in full of the corresponding amount under the other provisions of the Loan  Documents and any amount due and payable by a Loan Party to the other Secured Parties under  those provisions shall be decreased to the extent that the Collateral Agent has received (and is able  to retain) payment in full of the corresponding amount under this Section 11.24.         (d)   The Collateral Agent shall apply any amounts received in payment of any Parallel  Debt in accordance with the terms and conditions of this Agreement governing the application of  proceeds in payment of any Secured Obligations.   The rights of the Secured Parties (other than any Parallel Debt) to receive payment of amounts  payable  by  each  Loan  Party  under  the  Loan  Documents  are  several  and  are  separate  and  independent from, and without prejudice to, the rights of the Collateral Agent to receive payment  under this Section 11.24.    Section 11.25 Swiss Tax Ruling. The Borrower has obtained on prior occasions and shall obtain  if and when needed subsequent to the Closing Date, and each other Co-Borrower shall obtain  subsequent to the first Increase Effective Date hereunder (but, in each case, within a reasonable  timeframe) (a) a ruling  from the Wallis  cantonal tax authority confirming that the payment of  Interests under this Agreement shall not be subject to federal, cantonal, and municipal direct taxes  levied at source in Switzerland as per Article 51 § 1 lit. d and Article 94 of the Swiss Federal Direct  Tax Act of December 14, 1990 and as per Article 21 § 2 lit. a and Article 35 § lit. e of the Swiss  Federal Harmonization Direct Tax Act of December 14, 1990, and (b) a ruling from the Zurich  cantonal tax authority confirming that the aforesaid direct taxes levied at source may be solely  ruled with the Canton where the Swiss real estate is located.  In the event that the aforementioned  confirmation is not granted, the Borrower and such Co-Borrowers further acknowledge that the  gross-up mechanism provided for under Section 2.15 shall apply with respect to any such direct  taxes levied at source.   Section 11.26 Designation of Collateral Agent under Civil Code of Quebec.  Each of the parties  hereto (including each Lender, acting for itself and on behalf of each of its Affiliates which are or  become Secured Parties from time to time) confirms that the Collateral Agent (or any successor  thereto) is the hypothecary representative (within the meaning of Article 2692 of the Civil Code of  Québec) of the Secured Parties from time to time for the purposes of the hypothecary security  granted or to be granted by the Loan Parties or any one of them under the laws of the Province of                                        300  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Québec.  The execution by the Collateral Agent in its capacity as fondé de pouvoir or hypothecary  representative  prior  to  the  Closing  Date  of  any  document  creating  or  evidencing  any  such  hypothecs is hereby ratified and confirmed. Notwithstanding the provisions of Section 32 of the  Act respecting the special powers of legal persons (Québec), the Collateral Agent may acquire and  be the holder of any of the bonds secured by any such hypothec.    Section 11.27 Maximum Liability.  Subject to Section 7.08 and Sections 7.11 through 7.17, it is  the desire and intent of (i) each Loan Party and the Lenders, that, in each case, the liability of such  Loan Party shall be enforced against such Loan Party to the fullest extent permissible under the  laws and public policies applied in each jurisdiction in which enforcement is sought after giving  effect to the rights of contribution established in the Contribution, Intercompany, Contracting and  Offset  Agreement  that  are  valid  and  enforceable  and  not  subordinated  to  the  claims  of  other  creditors  as  determined  in  such action or proceeding.   If, however, and  to  the extent that, the  obligations of any Loan Party under any Loan Document shall be adjudicated to be invalid or  unenforceable  for  any  reason  (including,  without  limitation,  because  of  any  applicable  state,  provincial or federal law relating to fraudulent conveyances or transfers), then the amount of such  Loan Party’s obligations (in the case of any invalidity or unenforceability with respect such Loan  Party’s obligations) under the Loan Documents shall be deemed to be reduced and such Loan Party  shall pay the maximum amount of the Secured Obligations which would be permissible under  applicable law; provided that any guarantees of any such obligations that are subject to deemed  reduction  pursuant  to  this Section  11.27 shall, to  the  fullest  extent  permitted  by  applicable  Requirements of Law (in the case of the U.S. Hold Separate Order, as such Requirements of Law  are modified as it relates to Aleris Rolled Products, Inc. and/or the other U.S. Subsidiaries of Aleris  pursuant to a U.S. Hold Separate Agreement), be absolute and unconditional in respect of the full  amount of such obligations without giving effect to any such deemed reduction.   Section 11.28 NO ORAL AGREEMENT.  THIS AGREEMENT AND THE OTHER LOAN  DOCUMENTS  REPRESENT  THE  FINAL  AGREEMENT  BETWEEN  THE  PARTIES  AND  MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR  SUBSEQUENT  ORAL  AGREEMENTS  BETWEEN  THE  PARTIES.   THERE  ARE  NO  UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.    Section 11.29 Collateral Matters.  The Lenders irrevocably agree:         (a)  that the Collateral Agent is authorized to release any Lien on any property granted to  or held by the Collateral Agent under any Loan Document, (i) at the time the property subject to  such Lien is pledged pursuant to Section 6.02(n)(x) or Section 6.02(n)(y) (but solely to the extent  such property consists of Revolving Credit Priority Collateral and Hedging Agreements related to  the  value  of  such  Revolving  Credit  Priority  Collateral)  or  sold,  leased,  licensed,  consigned,  transferred or otherwise disposed of as part of or in connection with any Asset Sale permitted under  Section 6.06 to any Person other than a Loan Party (provided that no Lien shall be released in any  Series of Cash Neutral Transactions) (or, if such transferee is a Loan Party, the Collateral Agent  is authorized to release such Lien on such asset in connection with the transfer so long as (w)  except as permitted by Section 6.06(q) or Section 6.06(s), the transferee grants a new Lien to the  Collateral Agent on such asset substantially concurrently with the transfer of such asset, (x) the  transfer is between parties organized under the laws of different countries, (y) the priority of the                                        301  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  new Lien is the same as that of the original Lien and (z) the Liens on such property held by or on  behalf  of  the  holders  of  Indebtedness  under  the  Revolving  Credit  Loan  Documents  or  any  Permitted  Revolving  Credit  Facility  Refinancing,  Permitted  First  Priority  Refinancing  Debt,  Permitted Secured Priority Refinancing Debt, Additional Senior Secured Indebtedness and Junior  Secured Indebtedness are also released), (ii) subject to Section 11.02, if the release of such Lien is  approved,  authorized or  ratified in  writing  by the Required  Lenders  (or  such other number of  Lenders whose consent is required under Section 11.02), (iii) if the property subject to such Lien  is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guarantee  pursuant  to Section  7.09(a), (b) and (c),  (iv)  upon  termination  of  all  Commitments  and  the  repayment in full of all outstanding principal and accrued interest with respect to the Loans, all  Fees and other Obligations, (v) in connection with the grant of Liens permitted hereunder under  Section 6.02(k) and subject to the Intercreditor Agreement, if the applicable Loan Party grants a  Lien to the Collateral Agent or for the benefit of the Collateral Agent in a manner reasonably  satisfactory to the Collateral Agent, substantially concurrently with the release of such asset, to the  extent such release or termination and re-grant is necessary or advisable under applicable law, and  (vi) to the extent such property is Excluded Property.         (b)  to release or subordinate any Lien on any property granted to or held by the Collateral  Agent under any Loan Document to the holder of any Lien on such property that is permitted by  Section 6.02(i), to the extent required by the terms of the obligations secured by such Liens; and         (c)   Notwithstanding  any  other  provision  of  this  Agreement  or  any  other  Loan  Document to the contrary, the Administrative Agent may in its discretion, and shall at the direction  of the Required Lenders, release any or all of the Mortgaged Properties located in the United States  from the applicable Mortgages if the Administrative Agent has, or the Required Lenders have,  reasonably determined that being secured by any such Mortgaged Properties or holding any of  such Mortgages could be detrimental to the Administrative Agent or the Lenders, and so long as  the Administrative Agent shall have given the Designated Company written notice at least 5 days  prior to any such release; provided, however, the Administrative Agent shall not be required to  give  any  such  prior  notice  to  the  Designated  Company  if  the  Administrative  Agent,  in  its  discretion, has determined that delay of such release would be detrimental to the Administrative  Agent or the Lenders.   Each  Lender  irrevocably  authorizes  the  Collateral  Agent  to,  at  each  Co-Borrower’s  expense,  execute and deliver documents to authorize the release or subordination of such items of Collateral  from the Liens granted under the Security Documents, in each case in accordance with the terms  of the Loan Documents and this Section 11.29.    Section 11.30 Electronic Execution of Assignments and Certain other Documents.  The words  “execution,”  “execute”,  “signed,”  “signature,”  and  words  of  like  import  in  or  related  to  any  document  to  be  signed  in  connection  with  this  Agreement  and  the  transactions  contemplated  hereby  (including,  without  limitation,  Assignment  and  Assumptions,  amendments  or  other  modifications,  waivers  and  consents)  shall  be  deemed  to  include  electronic  signatures  or  the  keeping of records in electronic form, each of which shall be of the same legal effect, validity or  enforceability as a manually executed signature or the use of a paper-based recordkeeping system,                                        302  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  as the case may be, to the extent and as provided for in any applicable Requirements of Law,  including the Federal Electronic Signatures in Global and National Commerce Act, the New York  State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform  Electronic  Transactions  Act; provided that  notwithstanding  anything  contained  herein  to  the  contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures  in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to  procedures approved by it.      Section 11.31 Payments Set Aside.  To the extent that any payment by or on behalf of any Loan  Party is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff,  and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated,  declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement  entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or  any other party, in connection with any proceeding under any Debtor Relief Law or otherwise,  then (a) to the extent of such recovery, the obligation or part thereof originally intended to be  satisfied shall be revived and continued in full force and effect as if such payment had not been  made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Agents  upon demand its applicable share (without duplication) of any amount so recovered from or repaid  by the Agents, plus interest thereon from the date of such demand to the date such payment is  made  at  a  rate  per  annum  equal  to  the  Federal  Funds  Rate  from  time  to  time  in  effect.   The  obligations of the Lenders under clause (b) of the preceding sentence shall survive the payment in  full of the Obligations and the termination of this Agreement.    Section 11.32 Acknowledgement  and  Consent  to  Bail-In  of EEAAffected Financial  Institutions.    Solely to the extent any Lender or any Agent that is an EEAAffected Financial Institution is a party  to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any  other  agreement,  arrangement  or  understanding  among  any  such  parties,  each  party  hereto  acknowledges that any liability of any Lender or any Agent that is an EEAAffected Financial  Institution arising under any Loan Document, to the extent such liability is unsecured, may be  subject to the Write-Down and Conversion Powers of an EEAthe applicable Resolution Authority  and agrees and consents to, and acknowledges and agrees to be bound by:         (a)   the  application  of  any  Write-Down  and  Conversion  Powers  by an  EEAthe  applicable Resolution Authority to any such liabilities arising hereunder which may be payable to  it by any Lender or any Agent that is an EEAAffected Financial Institution; and         (b)   the effects of any Bail-In Action on any such liability, including, if applicable:               (i)   a reduction in full or in part or cancellation of any such liability;               (ii)  a  conversion  of  all,  or  a  portion  of,  such  liability  into  shares  or  other        instruments  of  ownership  in  such EEAAffected Financial  Institution,  its  parent                                        303  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        undertaking, or a bridge institution that may be issued to it or otherwise conferred on it,        and that such shares or other instruments of ownership will be accepted by it in lieu of any        rights with respect to any such liability under this Agreement or any other Loan Document;        or               (iii) the variation of the terms of such liability in connection with the exercise of        the Write-Down and Conversion Powers of any EEAthe applicable Resolution Authority.   Section 11.33 Lender Consents and Acknowledgements.          (a)   On the Closing Date, the Designated Company hereby represents and warrants to  the Secured Parties that the value of the property granted in favor of the Revolving Credit Agent,  on behalf of the Revolving Credit Claimholders (as defined in the Intercreditor Agreement) and  the “Secured Parties” under and as defined in the Existing Credit Agreement, pursuant to (i) that  certain Pledge Agreement Over Account, dated December 17, 2010, by and between Novelis Italia  S.p.A., as pledgor, Deutsche Bank S.p.A., as depository bank, and the Revolving Credit Collateral  Agent  and  (ii) that  certain  Pledge  of  Receivables  (acte  de  nantissement  de  créances),  dated  December 17, 2010, by and among Novelis PAE S.A.S., as pledgor, and the Revolving Collateral  Agent  as  the  French  Collateral  Agent  and  beneficiary,  does  not,  and  would  not,  if  pledged,  represent a material portion of the Collateral (such property, the “Specified Immaterial Property”).  In reliance upon the foregoing representation,  each Secured Party, by becoming a Party or by  receiving the benefit of the terms hereof or of the other Loan Documents, hereby agrees that, except  as provided in clause (d) of the definition of Excluded Property and Section 5.11, (x) the Specified  Immaterial Property shall constitute Excluded Property, (y) the Loan Documents shall not grant  Liens over the Specified Immaterial Property, and (z) the Liens granted pursuant to the documents  described in clauses (i) and (ii) above shall  not secure the Secured Obligations. The Administrative  Agent and the Collateral Agent are authorized and are hereby directed by the Lenders to take all  actions necessary to acknowledge or otherwise implement the foregoing.         (b)   On the Closing Date, the Designated Company has determined in its reasonable  discretion that (i) the restrictions under Korean law applicable to  providing upstream guarantees,  including those laws that would potentially subject the directors of NKL to civil and criminal  liability  for  acting  to  benefit  a  third  party,  constitute  the  equivalent  of  a  prohibition  under  Requirements  of  Law of  NKL  becoming  a  Subsidiary  Guarantor  and  executing  any  Security  Documents creating and granting a pledge over its property pursuant to Section 5.11(b)(ii) and  (ii) the costs associated with causing Novelis Vietnam Company Limited to become a Subsidiary  Guarantor and to execute any Security Documents creating and granting a pledge over its property  pursuant to Section 5.11(b)(ii), are, in each case, in light of the restrictions on, and cost of, creating  and enforcing such guarantees under the applicable Requirements of Law, excessive in relation to  the benefits that the Secured Parties would obtain.  In reliance upon the foregoing, each Secured  Party, by becoming a Party or by receiving the benefit of the terms hereof or of the other Loan  Documents,  hereby acknowledges  that,  as  of  the  Closing  Date,  NKL  and  Novelis  Vietnam  Company Limited shall not be required to become a Subsidiary Guarantor or execute any Security  Documents creating or granting a pledge over their respective property in favor of the Collateral                                        304  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Agent; provided that,  if  at  any  time  after  the  Closing  Date  the  Administrative  Agent,  in  its  reasonable discretion, determines that (x) in the case of NKL, the applicable legal restrictions no  longer prohibit NKL from providing such guarantee and pledge and (y) in the case of Novelis  Vietnam  Company  Limited,  the  costs  of  Novelis  Vietnam  Company  Limited  providing  such  guarantee and pledge are no longer excessive in relation to the benefits afforded thereby, then  following written notice from the Administrative Agent, the Designated Company shall have 30  days (or such longer period  as  agreed to  by the  Administrative Agent) to satisfy the terms of  Section 5.11(b)(ii) relating to NKL or Novelis Vietnam Company Limited, as applicable; provided,  further that the Administrative Agent shall not make such determination (solely with respect to  NKL) prior to NKL becoming a Wholly Owned Subsidiary of the Designated Company.         (c)   Novelis  do  Brasil  Ltda.  (“NDB”)  is  a  Loan  Party  and  the  owner  of  certain  hydropower  assets in  Guaraciaba,  State  of  Minas  Gerais,  Brazil  (the  “Hydropower  Assets”).   NDB  intends  to  dispose  of  the  Hydropower  Assets  and,  for  that  purpose,  has  formed  Brecha  Energetica Ltda., a special purpose limited liability company in the City of Guaraciaba, State of  Minas Gerais, Brazil (each, a “Brecha Energetica”), and upon receipt of regulatory approvals  from Administrative Council for Economic Defense (“CADE”) and National Agency for Energy  (“Aneel”)  and  conclusion  of  other  measures  agreed  upon  contractually, (i)  shall  transfer  the  Hydropower Assets to Brecha Energetica (the “Corporate Reorganization”) and (ii) shall sell the  quotas in Brecha Energetica (the “Quota Sale”) to a third-party purchaser  (the “Purchaser”)  pursuant to a Quota Purchase and Sale Agreement, dated April 3, 2014 (as amended, restated,  supplemented, or otherwise modified, the “Purchase Agreement”).  The Designated Company  hereby represents and warrants to the Secured Parties that the Corporate Reorganization and the  Quota Sale are permitted under this Agreement.         (d)   The Designated Company has determined in its reasonable discretion that the costs  associated with causing Brecha Energetica to become a Subsidiary Guarantor and to execute any  Security Documents creating and granting a pledge over its property pursuant to Section 5.11(b)(ii)  are,  in  light  of  the  binding  commitment  to  effect  the  Quota  Sale  pursuant  to  the  terms  of  the  Purchase Agreement, excessive in relation to the benefits that the Secured Parties would obtain.   In reliance upon the foregoing, each Secured Party, by becoming a Party or by receiving the benefit  of the terms hereof or of the other Loan Documents, hereby acknowledges that, as of the Closing  Date, Brecha Energetica shall not be required to become a Subsidiary Guarantor or execute any  Security  Documents  creating  or  granting  a  pledge  over  its  respective  property  in  favor  of  the  Collateral Agent; provided that, if at any time after the Closing Date, the Administrative Agent, in  its  reasonable discretion, determines  that the costs  of either such  guarantee and pledge are no  longer excessive in relation to the benefits afforded thereby, then following written notice from  the Administrative Agent, the Designated Company shall have 30 days (or such longer period as  agreed to by the Administrative Agent) to satisfy the terms of Section 5.11(b)(ii). The Designated  Company shall provide the Administrative Agent with prompt written notice of (i) termination of  the Purchase Agreement, (ii) the occurrence of any event which, in the Administrative Agent’s  reasonable judgment, would make the Purchaser or NDB, as applicable, unable to satisfy any of  the conditions precedent to closing set forth in the Purchase Agreement and (iii) a final and non- appealable refusal of the CADE and Aneel to grant any regulatory consent relating to the Corporate                                         305  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  Reorganization  or  the  Quota  Sale,  in  order  to  assist  the  Administrative  Agent  in  making  the  determination described above.   Section 11.34 Termination. All agreements, covenants, representations, warranties, rights, duties  and obligations of each Party set forth in this Agreement and each other Loan Document shall  terminate in all respects at 5:00 p.m., New York City time on the Agreement Termination Date if  the  Closing  Date  has  not  occurred  on  or  prior  to  such  time.  Notwithstanding  anything  to  the  contrary contained in this Agreement or in any other Loan Document, the provisions of Section  2.12, Section  2.14, Section  2.15, Section 2.16, Section  7.10, ARTICLE  X, Section 11.03,  Section 11.09, Section 11.10, Section 11.18, and Section 11.19  shall survive and remain in full  force  and  effect  regardless  of  the  consummation  of  the  transactions  contemplated  hereby,  the  repayment of the Loans, the expiration or termination of the Commitments or the termination of  this Agreement or any provision hereof.   Section 11.35 Lender  Authorizations.  The  Lenders  authorize  and  direct  (i) each  of  the  Administrative Agent and the Collateral Agent to execute and deliver any Security Documents,   amendments to Security Documents or amendments and restatements of Security Documents, in  each case, related to any amendment to, or amendment and restatement of, the Revolving Credit  Agreement; provided, that immediately after giving effect to such documents, amendments and  amendments and restatements, the scope of the Collateral pledged is no less than the Collateral  pledged immediately prior to giving effect to such documents, amendments and amendments and  restatements and (ii) in connection with the NKL Share Repurchase, the Collateral Agent to return  any share certificates representing Equity Interests in NKL and sign any documentation required  to give effect to the NKL Share Repurchase; provided, that after giving effect to the NKL Share  Repurchase, certificates representing 100% of the Equity Interests in NKL held by Loan Parties  are promptly delivered to the Collateral Agent or its counsel along with such other documentation  required to pledge such Equity Interests to the Collateral Agent.   Section 11.36 Dutch Parallel Debt in Relation to the Dutch Security Agreements. For  the purpose of any Dutch Security Agreements and all security interests created thereunder:         (a)   In  this Section  11.36:  “Dutch Corresponding  Debt”  shall  mean  all  Secured  Obligations of a Loan Party but excluding its Dutch Parallel Debt:         (b)   Notwithstanding  any  other  provision  of  this  Agreement  or  any  other  Loan  Document,  each  Loan  Party  hereby  irrevocably  and  unconditionally  undertakes  insofar  as  necessary,  in  advance,  to  pay  to  the  Collateral  Agent,  as  creditor  in  its  own  right  and  not  as  representative of the other Secured Parties, sums equal to and in the currency of each amount  payable by such Loan Party to each of the Secured Parties as Dutch Corresponding Debt and when  that amount falls due for payment under the relevant Loan Document or would have fallen due but  for  any  discharge  resulting  from  failure  of  another  Secured  Party  to  take  appropriate  steps  to  preserve  its  entitlement  to  be  paid  that  amount  (such  payment  undertakings,  obligations  and  liabilities which are the result thereof, hereinafter referred to as the “Dutch Parallel Debt”).                                         306  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






        (c)   The Collateral Agent shall have its own independent right to demand payment of  the amounts payable by each Loan Party under this Section 11.36, irrespective of any discharge of  such Loan Party’s obligation to pay those amounts to the other Secured Parties resulting from  failure by them to take appropriate steps to preserve their entitlement to be paid those amounts.  For the purpose of this Section 11.36 the Collateral Agent acts in its own name and not as agent,  representative or trustee of the Secured Parties and accordingly hold neither its claim resulting  from a Dutch Parallel Debt nor any security interests granted by the Security Documents securing  a Dutch Parallel Debt on trust.         (d)   Any amount due and payable by a Loan Party to the Collateral Agent under this  Section 11.36 shall be increased to the extent the Dutch Corresponding Debt is increase and shall  be decreased to the extent that the other Secured Parties have received (and are able to retain)  payment in full of the Dutch Corresponding Debt and any part of the Dutch Corresponding Debt  payable by a Loan Party shall be decreased to the extent that the Collateral Agent has received  (and is able to retain) payment in full of the Dutch Parallel Debt.         (e)   The Collateral Agent shall apply any amounts received in payment of any Dutch  Parallel  Debt  in  accordance  with  the  terms  and  conditions  of  this  Agreement  governing  the  application of proceeds in payment of any Secured Obligations.   The rights of the Secured Parties (other than any Dutch Parallel Debt) to receive payment of the  Dutch Corresponding Debt by each Loan Party are several and are separate and independent from,  and without prejudice to, the rights of the Collateral Agent to receive payment under this Section  11.36.    Section 11.37 Special  Appointment  of  Collateral  Agent  in  Relation  to  Belgium.  For  the  purpose of any Belgian Security Agreements and all security interests created thereunder, each  Secured Party:         (a)   appoints the Collateral Agent as its representative in accordance with (a) Article 5  of the  Belgian Act  of 15 December 2004 on financial collateral  arrangements  and several  tax  dispositions in relation to security collateral arrangements and loans of financial instruments; and  (b) Article 3 of Book  III, Title XVII of the Belgian Civil Code, which appointment is hereby  accepted; and         (b)   agrees that the Collateral Agent shall not be severally and jointly liable with the  Secured Parties.   Section 11.38 Lender Exculpation. Nothing in this Agreement shall oblige any Lender to do or  omit to do anything if it would, or might in its reasonable opinion, constitute a breach of any  Requirement of Law or a breach of a fiduciary duty or duty of confidentiality.   Section 11.39 Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan  Documents provide support, through a guarantee or otherwise, for Hedging Agreements or any                                        307  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such  QFC a “Supported QFC”), the parties  acknowledge and  agree as  follows with  respect  to  the  resolution  power  of  the  Federal  Deposit  Insurance  Corporation  under  the  Federal  Deposit  Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act  (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”)  in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable  notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be  governed by the laws of the State of New York and/or of the United States or any other state of  the United States):         (a)   In the event a Covered Entity that is party to a Supported QFC (each, a “Covered  Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of  such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation  in or under such Supported QFC and such QFC Credit Support, and any rights in property securing  such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to  the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the  Supported QFC and such QFC Credit Support (and any such interest,  obligation and rights  in  property) were governed by the laws of the United States or a state of the United States. In the  event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding  under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might  otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against  such Covered Party are permitted to be exercised to no greater extent than such Default Rights  could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan  Documents were governed by the laws of the United States or a state of the United States. Without  limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with  respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect  to a Supported QFC or any QFC Credit Support.         (b)   As used in this Section 11.39, the following terms have the following meanings:   “BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted  in accordance with, 12 U.S.C. 1841(k)) of such party.   “Covered Entity” means any of the following:         (i)   a “covered entity” as that term is defined in, and interpreted in accordance with, 12        C.F.R. § 252.82(b);         (ii)  a “covered bank” as that term is defined in, and interpreted in accordance with, 12        C.F.R. § 47.3(b); or         (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12        C.F.R. § 382.2(b).   “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance  with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.                                        308  1031947.12E-CHISR1060441.10-CHISR01A - MSW 





 






  “QFC”  has  the  meaning  assigned  to  the  term  “qualified  financial  contract”  in,  and  shall  be  interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).                                               309  1031947.12E-CHISR1060441.10-CHISR01A - MSW