shall be interpreted as referring to the Grantor itself and to all subsequent
owners of the Mortgaged Property as well as to any other person or persons
having assumed the Grantor's liabilities to the Trustee.
12.16 Unless there is something in the context inconsistent therewith, words
importing the singular shall include the plural and vice versa, and words
importing the neuter gender shall include the masculine and feminine genders and
vice versa.
12.17 IN THE EVENT OF A DIRECT CONFLICT BETWEEN THE TERMS AND PROVISIONS
CONTAINED IN THIS DEED AND THE TERMS AND PROVISIONS CONTAINED IN THE CREDIT
AGREEMENT, IT IS THE INTENTION OF THE PARTIES HERETO THAT SUCH TERMS AND
PROVISIONS IN SUCH DOCUMENTS SHALL BE READ TOGETHER AND CONSTRUED, TO THE
FULLEST EXTENT POSSIBLE, TO BE IN CONCERT WITH EACH OTHER. IN THE EVENT OF ANY
ACTUAL, IRRECONCILABLE CONFLICT THAT CANNOT BE RESOLVED AS AFORESAID, THE TERMS
AND PROVISIONS OF THE CREDIT AGREEMENT SHALL CONTROL AND GOVERN. NOTWITHSTANDING
ANYTHING HEREIN TO THE
[Novelis LP ABL Hypothec]
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CONTRARY, THE HYPOTHEC GRANTED TO THE TRUSTEE FOR THE BENEFIT OF THE HOLDERS OF
THE BOND, PURSUANT TO THIS DEED AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE
TRUSTEE HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT,
TO BE DATED ON OR ABOUT DECEMBER 17, 2010 (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 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 DEED, 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.
12.18 The Grantor acknowledges that it has read this Deed, that it has received
adequate explanation of the nature and scope of its obligations hereunder and
that it is satisfied therewith.
12.19 This Deed shall be binding upon the Grantor and its successors and assigns
and shall inure to the benefit of the Trustee and its successors and assigns, as
holder of an irrevocable power of attorney (fondé de pouvoir) for all present
and future holders of the Bond.
12.20 This Deed of Hypothec shall be deemed to be a "Security Document" under
the Credit Agreement.
12.21 The