after the date of this Agreement.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIENS AND SECURITY
INTERESTS GRANTED TO THE PLEDGEE PURSUANT TO THIS AGREEMENT IN ANY ABL PRIORITY
COLLATERAL AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE PLEDGEE WITH RESPECT
TO ANY ABL PRIORITY COLLATERAL HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE
AMENDED AND RESTATED INTERCREDITOR AGREEMENT, DATED AS OF AUGUST 1, 2006 AND
AMENDED AND RESTATED AS OF THE DATE HEREOF (AS AMENDED, RESTATED, SUPPLEMENTED
OR OTHERWISE MODIFIED FROM TIME TO TIME, THE "INTERCREDITOR AGREEMENT"), AMONG
AURORA ACQUISITION MERGER SUB, INC., A DELAWARE CORPORATION, ALERIS
INTERNATIONAL, INC., A DELAWARE CORPORATION (THE "COMPANY"), THE OTHER GRANTORS
FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG NEW YORK BRANCH, ("DBNY") AS
ABL ADMINISTRATIVE AGENT, AND AS ABL COLLATERAL AGENT AND DBNY, AS TERM
ADMINISTRATIVE AGENT AND AS TERM COLLATERAL AGENT, AND CERTAIN OTHER PERSONS
PARTY OR THAT MAY BECOME PARTY THERETO FROM TIME TO TIME. IN THE EVENT OF ANY
CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT,
THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.
2.
DEFINITIONS. (a) Unless otherwise defined herein, all capitalized terms used
herein and defined in the Credit Agreement shall be used herein as therein
defined. Reference to singular terms shall include the plural and vice versa.
(b)
The following capitalized terms used herein shall have the definitions
specified below:
"ABL Collateral Agent" shall have the meaning set forth in the Intercreditor
Agreement.
"ABL Credit Document Obligations Termination Date" shall mean the date on which
the Discharge of ABL Obligations (as defined in the Intercreditor Agreement)
shall have occurred.
"ABL Documents" shall have the meaning set forth in the Intercreditor Agreement.
"ABL Obligations" shall have the meaning set forth in the Intercreditor
Agreement.
"ABL Pledge Agreement" shall have the meaning set forth in the Intercreditor
Agreement.
"ABL Priority Collateral" shall have the meaning set forth in the Intercreditor
Agreement.
"ABL Secured Parties" shall have the meaning set forth in the Intercreditor
Agreement.
"Administrative Agent" shall have the meaning set forth in the recitals hereto.
"Adverse Claim" shall have the meaning given such term in Section 8-102(a)(1) of
the UCC.
"Agreement" shall have the meaning set forth in the recitals hereto.
"Aleris" shall have the meaning set forth in the recitals hereto.
"Borrower" and "Borrowers" shall have the meaning set forth in the recitals
hereto.
"Certificated Security" shall have the meaning given such term in
Section 8-102(a)(4) of the UCC.
"Clearing Corporation" shall have the meaning given such term in Section
8-102(a)(5) of the UCC.
"Collateral" shall have the meaning set forth in Section 3.1 hereof.
"Collateral Accounts" shall mean any and all accounts established and maintained
by the Pledgee in the name of any Pledgor to which Collateral may be credited.
"Credit Agreement" shall have the meaning set forth in the recitals hereto.
"Credit Document Obligations" shall have the meaning set forth in Section 1
hereof.
"Credit Documents" shall have the meaning provided in the Credit Agreement