Collateral Agent shall be discharged from its duties and obligations
hereunder except as may be otherwise set forth in the Credit Agreement.
[Novelis Term Bond Pledge]
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10.
This security is in addition to and not in substitution for any other
security now or hereafter held by the Collateral Agent or the Secured Parties.
11.
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
12.
This Agreement shall be deemed to be a Security Document under the Credit
Agreement.
13.
The Corporation agrees to indemnify the Collateral Agent and the Secured
Parties from and against any and all claims, losses and liabilities arising out
of or resulting from this Agreement (including enforcement of this Agreement),
except claims, losses or liabilities resulting from the Collateral Agent 's
gross negligence or intentional fault.
14.
Taxes and Other Taxes (as these terms are defined in the Credit
Agreement), charges, costs, and expenses (including legal fees and notarial
fees), including withholding taxes (a "Tax Payment"), relating to, resulting
from, or otherwise connected with, this Agreement, the execution, amendment
and/or the enforcement of this Agreement, shall for greater certainty, be for
the account of the Corporation and shall be paid in accordance with Section 2.15
of the Credit Agreement.
15.
This Agreement shall be governed by, and interpreted in accordance with,
the laws of the Province of Québec and the laws of Canada applicable therein,
without giving effect to any conflicts of law or rules thereof. The Corporation
hereby irrevocably attorns and submits to the non-exclusive jurisdiction of the
courts of the Province of Québec with respect to any matter arising under or
relating to this Agreement.
16.
IN THE EVENT OF A DIRECT CONFLICT BETWEEN
THE TERMS AND PROVISIONS CONTAINED IN THIS AGREEMENT 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 CONTRARY, THE PLEDGE GRANTED TO
THE COLLATERAL AGENT FOR THE BENEFIT 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 Term Bond Pledge]
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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