the
failure to give such notice shall not affect the effectiveness and validity
thereof)
66
(c) The Revolving Credit Secured Obligations, the Pari Passu
Secured Obligations and the Subordinated Lien Secured Obligations may be
Refinanced, in whole or in part, in each case, without notice to, or the consent
(except to the extent a consent is required to permit such Refinancing
transaction under any Revolving Credit Loan Document, any Pari Passu Loan
Document or the Subordinated Lien Loan Documents) of any Revolving Credit
Claimholder, Pari Passu Secured Party or any Subordinated Lien Secured Party, as
the case may be, all without affecting the lien priorities provided for herein
or the other provisions of this Agreement; provided, however, that the holders
of such Refinancing indebtedness (or an authorized agent or trustee on their
behalf which shall be a Secured Debt Representative in the case of any such
Refinancing Indebtedness which constitutes Pari Passu Debt or Subordinated Lien
Debt and a Revolving Credit Agent (if applicable) in the case of any Refinancing
Indebtedness which constitutes Revolving Credit Secured Obligations) and each
relevant Grantor bind themselves to this Agreement through the execution and
delivery of an Intercreditor Joinder Agreement and such other documents or
agreements (including amendments or supplements to this Agreement) as the
Revolving Credit Agents or any Pari Passu Representative, as the case may be,
shall reasonably request and in form and substance reasonably acceptable to the
Revolving Credit Agents and its Pari Passu Representatives, as the case may be,
and any such Refinancing transaction shall be in accordance with the provisions
of the Revolving Credit Loan Documents, the Pari Passu Loan Documents and the
Subordinated Lien Loan Documents.
(d) Each Revolving Credit Security Document, Pari Passu Security
Document and Subordinated Lien Security Document shall include the following
language (or language to similar effect approved by each of the Revolving Credit
Agents and each Pari Passu Representative, such approval not to be unreasonably
withheld or delayed):
"NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST
GRANTED TO [COLLATERAL AGENT OR OTHER PERSON, AS APPLICABLE] FOR THE BENEFIT OF
THE SECURED PARTIES, PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY RIGHT OR
REMEDY BY [COLLATERAL AGENT OR OTHER PERSON, AS APPLICABLE] HEREUNDER ARE
SUBJECT TO THAT CERTAIN INTERCREDITOR AGREEMENT, DATED AS OF 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 CAST HOUSE TECHNOLOGY LTD., 4260848 CANADA INC., 4260856
CANADA INC., NOVELIS NO. 1 LIMITED PARTNERSHIP, NOVELIS CORPORATION, NOVELIS PAE
CORPORATION, NOVELIS BRAND LLC, NOVELIS SOUTH AMERICA HOLDINGS LLC, ALUMINUM
UPSTREAM HOLDINGS LLC, NOVELIS EUROPE HOLDINGS LIMITED, NOVELIS UK LTD., NOVELIS
SERVICES LIMITED., NOVELIS DEUTSCHLAND GMBH, NOVELIS AG, NOVELIS SWITZERLAND SA,
NOVELIS TECHNOLOGY AG, NOVELIS ALUMINUM HOLDING
67
COMPANY, NOVELIS DO BRASIL LTDA., NOVELIS LUXEMBOURG S.A., NOVELIS PAE, NOVELIS
MADEIRA UNIPESSOAL, LDA, AV METALS INC. ("HOLDINGS"), THE OTHER SUBSIDIARIES OF
HOLDINGS FROM TIME TO TIME PARTY THERETO, BANK OF AMERICA,