OF THE SECURED PARTIES, PURSUANT TO THIS AGREEMENT AND THE EXERCISE
OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES
HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, TO BE
DATED ON OR ABOUT THE DATE HEREOF (AS AMENDED, RESTATED, AMENDED AND RESTATED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE "INTERCREDITOR
AGREEMENT"), AMONG NOVELIS INC., NOVELIS CORPORATION, NOVELIS PAE CORPORATION,
NOVELIS BRAND LLC, NOVELIS SOUTH AMERICA HOLDINGS LLC, ALUMINUM UPSTREAM
HOLDINGS LLC,
[Novelis ABL Bond Pledge]
- 4 -
NOVELIS UK LTD, NOVELIS AG, AV METALS INC. ("HOLDINGS"), THE SUBSIDIARIES OF
HOLDINGS FROM TIME TO TIME PARTY THERETO, BANK OF AMERICA, N.A., AS REVOLVING
CREDIT ADMINISTRATIVE AGENT AND REVOLVING CREDIT COLLATERAL AGENT (AS SUCH TERMS
ARE DEFINED IN THE INTERCREDITOR AGREEMENT), BANK OF AMERICA, N.A., AS TERM LOAN
ADMINISTRATIVE AGENT AND TERM LOAN COLLATERAL AGENT (AS SUCH TERMS ARE DEFINED
IN THE INTERCREDITOR AGREEMENT), AND CERTAIN OTHER PERSONS WHICH MAY BE OR
BECOME PARTIES THERETO OR BECOME BOUND THERETO FROM TIME TO TIME. IN THE EVENT
OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR
AGREEMENT AND THIS AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT
SHALL GOVERN AND CONTROL. EXCEPT AS PROVIDED FOR IN THIS SECTION,
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE CREDIT AGREEMENT, INCLUDING
ARTICLE X THEREOF, SHALL GOVERN AND CONTROL THE EXERCISE OF REMEDIES BY
COLLATERAL AGENT.
17.
The Secured Parties, by the Collateral Agent, and the
other parties hereto hereby expressly waive the provisions and protection of
Section 32 of the Act Respecting the Special Powers of Legal Persons and
specifically authorize the Collateral Agent and any partnership or legal person
whereof the Collateral Agent is a member or officer, to act as a holder of the
Bond.
18.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which taken together shall be
deemed to constitute one and the same instrument.
19.
The parties hereby acknowledge and confirm that they have required that
this Agreement be drawn up in English and are satisfied therewith. Les parties
aux présentes confirment et reconnaissent avoir requis que la présente
convention soit rédigée en anglais et s'en déclarent satisfaites.
[Signature page follows]
[Novelis ABL Bond Pledge]
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IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of
the date first written above.
NOVELIS INC.
Per:
Name:
Title:
[Novelis ABL Bond Pledge]
BANK OF AMERICA, N.A., as Collateral Agent
Per:
Name:
Title:
[Novelis ABL Bond Pledge]
DEED OF HYPOTHEC
Minute No.
IN THE YEAR TWO THOUSAND AND TEN, THIS l DAY OF DECEMBER.
BEFORE [Kevin Leonard], the undersigned Notary for the Province of Québec,
practicing at Montréal.
APPEARED:
NOVELIS INC. (hereinafter referred to as the "Grantor"), a legal person
constituted under the laws of Canada, having a place of business at 191 Evans
Avenue, Toronto, Ontario, M8Z 1J5 and which is herein represented by Brigitte
Gauthier, its