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
SECTION 11.19 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 Term Bond Pledge]
5
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of
the date first written above.
NOVELIS INC.
Per:
Name:
Title:
BANK OF AMERICA, N.A., as Collateral Agent
Per:
Name:
Title:
[Novelis Term Bond Pledge]
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 authorized representative, who is duly authorized in virtue of a
resolution of its board of directors dated l, a certified copy or duplicate of
which is annexed hereto after having been signed for identification by the said
representative and by the undersigned Notary.
DEED OF HYPOTHEC
Minute No.
AND:
BANK OF AMERICA, N.A. (hereinafter referred to as the "Trustee"), as holder of
an irrevocable power of attorney (fondé de pouvoir) of the present and future
holders of the Bond (as hereinafter defined), which Trustee is duly organized
and which is herein represented by Ma Ry Tran, its authorized representative,
who is duly authorized as she so declares.
WHICH PARTIES HAVE DECLARED AND AGREED AS FOLLOWS:
1. DEFINITIONS
Unless it is otherwise apparent from or inconsistent