CREDIT AGREEMENT dated as of July 6, 2007, among NOVELIS INC., as Canadian Borrower, NOVELIS CORPORATION as U.S. Borrower, AV ALUMINUM INC., as Holdings, and THE OTHER GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, UBS AG, STAMFORD BRANCH, as...

CREDIT AGREEMENT dated as of July 6, 2007, among NOVELIS INC., as Canadian Borrower, NOVELIS CORPORATION as U.S. Borrower, AV ALUMINUM INC., as Holdings, and THE OTHER GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, UBS AG, STAMFORD BRANCH, as...

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Exhibit 10.2

EXECUTION COPY

$960,000,000

CREDIT AGREEMENT

dated as of July 6, 2007,

among

NOVELIS INC.,
as Canadian Borrower,

NOVELIS CORPORATION
as U.S. Borrower,

AV ALUMINUM INC.,
as Holdings,

and

THE OTHER GUARANTORS PARTY HERETO,

THE LENDERS PARTY HERETO,

UBS AG, STAMFORD BRANCH,
as Administrative Agent and as Collateral Agent,

UBS SECURITIES LLC,
as Syndication Agent,

ABN AMRO INCORPORATED,
as Documentation Agent,

and

UBS SECURITIES LLC,
ABN AMRO INCORPORATED,
as Joint Lead Arrangers and Joint Bookmanagers

TABLE OF CONTENTS


		Page

ARTICLE I. DEFINITIONS			2

SECTION 1.01	Defined Terms		2
SECTION 1.02	Classification of Loans and Borrowings		52
SECTION 1.03	Terms Generally; Currency Translation		52
SECTION 1.04	Accounting Terms; GAAP		53
SECTION 1.05	Resolution of Drafting Ambiguities		53

ARTICLE II. THE CREDITS			54

SECTION 2.01	Commitments		54
SECTION 2.02	Loans		54
SECTION 2.03	Borrowing Procedure		55
SECTION 2.04	Repayment of Loans; Evidence of Debt		56
SECTION 2.05	Fees		57
SECTION 2.06	Interest on Loans		57
SECTION 2.07	Termination of Commitments		58
SECTION 2.08	Interest Elections		58
SECTION 2.09	Amortization of Term Loan Borrowings		60
SECTION 2.10	Optional and Mandatory Prepayments of Loans		60
SECTION 2.11	Alternate Rate of Interest		65
SECTION 2.12	Yield Protection; Change in Law Generally		66
SECTION 2.13	Breakage Payments		67
SECTION 2.14	Payments Generally; Pro Rata Treatment; Sharing of Setoffs		68
SECTION 2.15	Taxes		70
SECTION 2.16	Mitigation Obligations; Replacement of Lenders		72
SECTION 2.17	[INTENTIONALLY OMITTED]		74
SECTION 2.18	[INTENTIONALLY OMITTED]		74
SECTION 2.19	Interest Act (Canada); Criminal Rate of Interest; Nominal Rate of Interest		74
SECTION 2.20	[INTENTIONALLY OMITTED]		75
SECTION 2.21	[INTENTIONALLY OMITTED]		75
SECTION 2.22	[INTENTIONALLY OMITTED]		75
SECTION 2.23	Incremental Term Loan Commitments		75

ARTICLE III. REPRESENTATIONS AND WARRANTIES			77

SECTION 3.01	Organization; Powers		77
SECTION 3.02	Authorization; Enforceability		77
SECTION 3.03	No Conflicts		78
SECTION 3.04	Financial Statements; Projections		78
SECTION 3.05	Properties		79
SECTION 3.06	Intellectual Property		80


		Page

SECTION 3.07	Equity Interests and Subsidiaries		80
SECTION 3.08	Litigation; Compliance with Laws		81
SECTION 3.09	Agreements		81
SECTION 3.10	Federal Reserve Regulations		82
SECTION 3.11	Investment Company Act		82
SECTION 3.12	Use of Proceeds		82
SECTION 3.13	Taxes		82
SECTION 3.14	No Material Misstatements		83
SECTION 3.15	Labor Matters		83
SECTION 3.16	Solvency		83
SECTION 3.17	Employee Benefit Plans		84
SECTION 3.18	Environmental Matters		84
SECTION 3.19	Insurance		86
SECTION 3.20	Security Documents		86
SECTION 3.21	Acquisition Documents; Material Indebtedness Documents; Representations and Warranties in Acquisition Agreement		89
SECTION 3.22	Anti-Terrorism Law		89
SECTION 3.23	[INTENTIONALLY OMITTED]		90
SECTION 3.24	Location of Material Inventory and Equipment		90
SECTION 3.25	[INTENTIONALLY OMITTED]		90
SECTION 3.26	Senior Notes; Material Indebtedness		90
SECTION 3.27	Centre of Main Interests and Establishments		90
SECTION 3.28	Holding and Dormant Companies		91
SECTION 3.29	Hindalco Acquisition		91
SECTION 3.30	Excluded Collateral Subsidiaries		91
SECTION 3.31	Immaterial Subsidiaries		91

ARTICLE IV. CONDITIONS TO CREDIT EXTENSIONS			91

SECTION 4.01	Conditions to Initial Credit Extension		91
SECTION 4.02	Conditions to Credit Extensions		99
SECTION 4.03	Certain Collateral Matters		100

ARTICLE V. AFFIRMATIVE COVENANTS			100

SECTION 5.01	Financial Statements, Reports, etc.		100
SECTION 5.02	Litigation and Other Notices		103
SECTION 5.03	Existence; Businesses and Properties		103
SECTION 5.04	Insurance		104
SECTION 5.05	Payment of Taxes		105
SECTION 5.06	Employee Benefits		106
SECTION 5.07	Maintaining Records; Access to Properties and Inspections; Annual Meetings		106
SECTION 5.08	Use of Proceeds		107
SECTION 5.09	Compliance with Environmental Laws; Environmental Reports		107
SECTION 5.10	Interest Rate Protection		107
SECTION 5.11	Additional Collateral; Additional Guarantors		108


		Page

SECTION 5.12	Security Interests; Further Assurances		110
SECTION 5.13	Information Regarding Collateral		110
SECTION 5.14	Affirmative Covenants with Respect to Leases		111
SECTION 5.15	Secured Obligations		111
SECTION 5.16	Post-Closing Covenants		111

ARTICLE VI. NEGATIVE COVENANTS			111

SECTION 6.01	Indebtedness		111
SECTION 6.02	Liens		114
SECTION 6.03	Sale and Leaseback Transactions		117
SECTION 6.04	Investments, Loan and Advances		117
SECTION 6.05	Mergers, Amalgamations and Consolidations		120
SECTION 6.06	Asset Sales		121
SECTION 6.07	European Cash Pooling Arrangements		123
SECTION 6.08	Dividends		123
SECTION 6.09	Transactions with Affiliates		124
SECTION 6.10	[INTENTIONALLY OMITTED]		125
SECTION 6.11	Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc.		125
SECTION 6.12	Limitation on Certain Restrictions on Subsidiaries		127
SECTION 6.13	Limitation on Issuance of Capital Stock		128
SECTION 6.14	Limitation on Creation of Subsidiaries		129
SECTION 6.15	Business		129
SECTION 6.16	Limitation on Accounting Changes		129
SECTION 6.17	Fiscal Year		129
SECTION 6.18	Lease Obligations		129
SECTION 6.19	No Further Negative Pledge		129
SECTION 6.20	Anti-Terrorism Law; Anti-Money Laundering		130
SECTION 6.21	Embargoed Persons		130
SECTION 6.22	Tax Shelter Reporting		131

ARTICLE VII. GUARANTEE			131

SECTION 7.01	The Guarantee		131
SECTION 7.02	Obligations Unconditional		132
SECTION 7.03	Reinstatement		133
SECTION 7.04	Subrogation; Subordination		133
SECTION 7.05	Remedies		133
SECTION 7.06	Instrument for the Payment of Money		134
SECTION 7.07	Continuing Guarantee		134
SECTION 7.08	General Limitation on Guarantee Obligations		134
SECTION 7.09	Release of Guarantors		134
SECTION 7.10	Certain Tax Matters		134
SECTION 7.11	German Guarantor		135
SECTION 7.12	Swiss Guarantors		137
SECTION 7.13	Irish Guarantor		138

iii


		Page

SECTION 7.14	Brazilian Guarantor		138

ARTICLE VIII. EVENTS OF DEFAULT			138

SECTION 8.01	Events of Default		138
SECTION 8.02	Rescission		141
SECTION 8.03	Application of Proceeds		142

ARTICLE IX. [INTENTIONALLY OMITTED]			143

ARTICLE X. THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT			143

SECTION 10.01	Appointment and Authority		143
SECTION 10.02	Rights as a Lender		143
SECTION 10.03	Exculpatory Provisions		143
SECTION 10.04	Reliance by Agent		144
SECTION 10.05	Delegation of Duties		145
SECTION 10.06	Resignation of Agent		145
SECTION 10.07	Non-Reliance on Agent and Other Lenders		145
SECTION 10.08	No Other Duties, etc.		146
SECTION 10.09	Indemnification		146
SECTION 10.10	[INTENTIONALLY OMITTED]		146
SECTION 10.11	Concerning the Collateral and the Related Loan Documents		146
SECTION 10.12	Release		146
SECTION 10.13	Acknowledgment of Security Trust Deed		147

ARTICLE XI. MISCELLANEOUS			147

SECTION 11.01	Notices		147
SECTION 11.02	Waivers; Amendment		150
SECTION 11.03	Expenses; Indemnity; Damage Waiver		153
SECTION 11.04	Successors and Assigns		155
SECTION 11.05	Survival of Agreement		158
SECTION 11.06	Counterparts; Integration; Effectiveness		158
SECTION 11.07	Severability		158
SECTION 11.08	Right of Setoff		159
SECTION 11.09	Governing Law; Jurisdiction; Consent to Service of Process		159
SECTION 11.10	Waiver of Jury Trial		160
SECTION 11.11	Headings		160
SECTION 11.12	Treatment of Certain Information; Confidentiality		160
SECTION 11.13	USA PATRIOT Act Notice		161
SECTION 11.14	Interest Rate Limitation		161
SECTION 11.15	Lender Addendum		161
SECTION 11.16	Obligations Absolute		162
SECTION 11.17	Intercreditor Agreement		162
SECTION 11.18	Judgment Currency		162
SECTION 11.19	[INTENTIONALLY OMITTED]		163


		Page

SECTION 11.20	[INTENTIONALLY OMITTED]		163
SECTION 11.21	Abstract Acknowledgment of Indebtedness and Joint Creditorship		163
SECTION 11.22	Special Appointment of Collateral Agent for German Security		164
SECTION 11.23	Special Appointment of Administrative Agent in Relation to South Korea		165
SECTION 11.24	Designation of Collateral Agent under Civil Code of Quebec		165
SECTION 11.25	Maximum Liability		166


ANNEXES

Annex I		Applicable Margin
Annex II		Amortization Table
Annex III		Mandatory Cost Formula

SCHEDULES

Schedule 1.01(a)		Refinancing Indebtedness to Be Repaid
Schedule 1.01(b)		Subsidiary Guarantors
Schedule 1.01(c)		Excluded Collateral Subsidiaries
Schedule 1.01(d)		Immaterial Subsidiaries
Schedule 1.01(e)		Specified Holders
Schedule 3.06(c)		Violations or Proceedings
Schedule 3.17		Pension Matters
Schedule 3.19		Insurance
Schedule 3.21		Acquisition Documents
Schedule 3.24		Location of Material Inventory
Schedule 4.01(g)		Local and Foreign Counsel
Schedule 4.01(l)		Sources and Uses
Schedule 4.01(o)(iii)		Title Insurance Amounts
Schedule 5.11(b)		Certain Subsidiaries
Schedule 5.16		Post-Closing Covenants
Schedule 6.01(b)		Existing Indebtedness
Schedule 6.02(c)		Existing Liens
Schedule 6.04(b)		Existing Investments

EXHIBITS

Exhibit A		Form of Administrative Questionnaire
Exhibit B		Form of Assignment and Assumption
Exhibit C		Form of Borrowing Request
Exhibit D		Form of Compliance Certificate
Exhibit E		Form of Interest Election Request
Exhibit F		Form of Joinder Agreement
Exhibit G		Form of Landlord Access Agreement
Exhibit H		[INTENTIONALLY OMITTED]
Exhibit I		Form of Lender Addendum
Exhibit J		Form of Mortgage
Exhibit K-1		Form of U.S. Term Loan Note
Exhibit K-2		Form of Canadian Term Loan Note
Exhibit L-1		Form of Perfection Certificate
Exhibit L-2		Form of Perfection Certificate Supplement
Exhibit M-1		Form of U.S. Security Agreement
Exhibit M-2		Form of Canadian Security Agreement
Exhibit M-3		Form of U.K. Security Agreement
Exhibit M-4		Form of Swiss Security Agreement


Exhibit M-5		Form of German Security Agreement
Exhibit M-6		Form of Irish Security Agreement
Exhibit M-7		Form of Brazilian Security Agreement
Exhibit N		Form of Opinion of Company Counsel
Exhibit O		Form of Solvency Certificate
Exhibit P		Form of Intercompany Note
Exhibit Q		Form of Term Loan Collateral Agent Appointment Letter
Exhibit R		Form of Receivables Purchase Agreement

vii

CREDIT AGREEMENT

This CREDIT AGREEMENT (this “Agreement”), dated as of July 6, 2007, is among NOVELIS INC., a corporation formed under the Canada Business Corporations Act (the “Canadian Borrower”), NOVELIS CORPORATION, a Texas corporation (the “U.S. Borrower” and, together with Canadian Borrower, the “Borrowers”), AV ALUMINUM INC., a corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, UBS AG, STAMFORD BRANCH, as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), ABN AMRO INCORPORATED, as documentation agent (in such capacity, “Documentation Agent”), and UBS SECURITIES LLC and ABN AMRO INCORPORATED, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).

WITNESSETH:

WHEREAS, Holdings, Canadian Borrower, a direct Wholly Owned Subsidiary of Holdings, and Hindalco Industries Limited (“Acquiror”) entered into that certain Arrangement Agreement, dated as of February 10, 2007 (as amended, supplemented or otherwise modified from time to time, together with any annexes, schedules, exhibits or other attachments thereto, the “Acquisition Agreement”), pursuant to which Holdings agreed to acquire Canadian Borrower via a plan of arrangement under Section 192 of the Canada Business Corporations Act (the “Hindalco Acquisition”).

WHEREAS, the Hindalco Acquisition closed on the Acquisition Closing Date.

WHEREAS, the Borrowers have requested the Lenders to extend credit in the form of Term Loans on the Closing Date in an aggregate principal amount not in excess of $960 million, consisting of (i) U.S. Term Loans in an aggregate principal amount not in excess of $660 million and (ii) Canadian Term Loans in an aggregate principal amount not in excess of $300 million.

WHEREAS, the proceeds of the Loans are to be used in accordance with Section 3.12.

WHEREAS, Holdings, Canadian Borrower, the U.S. Borrower and the other Subsidiary Guarantors party thereto shall enter into the Revolving Credit Agreement providing for Revolving Credit Loans at any time and from time to time prior to the Revolving Credit Maturity Date in the aggregate principal amount of up to $800 million simultaneously herewith.

NOW, THEREFORE, the Lenders are willing to extend such Term Loans to the Borrowers on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

SECTION 1.01 Defined Terms. As used in this Agreement (including the preamble), the following terms shall have the meanings specified below:

“ABN AMRO” shall mean ABN AMRO Bank N.V.

“ABR”, when used in reference to any Loan or Borrowing, is used when such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“ABR Borrowing” shall mean a Borrowing comprised of ABR Loans.

“ABR Loan” shall mean any Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of ARTICLE II.

“Accounts” shall mean all “accounts,” as such term is defined in the UCC as in effect on the date hereof in the State of New York, in which such Person now or hereafter has rights.

“Acquiror” shall have the meaning assigned to such term in the recitals hereto.

“Acquisition” shall mean any transaction or series of related transactions for the direct or indirect (a) acquisition of all or substantially all of the property and assets or business of any person, or of any business unit, line of business or division of any person or assets constituting a business unit, line of business or division of any other person, (b) acquisition of in excess of 50% of the Equity Interests of any person or otherwise causing a person to become a Subsidiary of the acquiring person, or (c) merger, consolidation or amalgamation, whereby a person becomes a Subsidiary of the acquiring person, or any other consolidation with any person, whereby a person becomes a Subsidiary of the acquiring person.

“Acquisition Agreement” shall have the meaning assigned to such term in the recitals hereto.

“Acquisition Closing Date” shall mean May 15, 2007.

“Acquisition Consideration” shall mean the purchase consideration for any Permitted Acquisition, whether paid in cash, properties, any assumption of Indebtedness or otherwise (other than by the issuance of Qualified Capital Stock of Holdings permitted to be issued hereunder) and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if


		2

any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

“Acquisition Documents” shall have the meaning assigned to such term in Section 3.21.

“Acquisition Material Adverse Effect” shall mean any change, effect, event, occurrence, state of facts or development which individually or in the aggregate (a) is or would reasonably be expected to be materially adverse to the business, operations, results of operations, affairs, liabilities or obligations (whether absolute, accrued, conditional, contingent or otherwise), capitalization or financial condition of Canadian Borrower and its Subsidiaries, taken as a whole; or (b) is or would reasonably be expected to impair in any material respect the ability of Canadian Borrower to consummate the transactions contemplated by the Acquisition Agreement or to perform its obligations under the Acquisition Agreement on a timely basis; provided that none of the following shall be deemed, either individually or in the aggregate, to constitute an Acquisition Material Adverse Effect: any change, effect, event, occurrence, state of facts or development (A) in the financial, banking, credit, securities, or commodities markets, the economy in general or prevailing interest rates of the United States, Canada or any other jurisdiction, where Canadian Borrower or any of its Subsidiaries has operations or significant revenues, (B) in any industry in which Canadian Borrower or any of its Subsidiaries operates, (C) in Canadian Borrower’s stock price or trading volume (provided that this clause (C) shall not be construed as providing that any cause or factor affecting Canadian Borrower’s stock price or trading volume does not constitute an Acquisition Material Adverse Effect), (D) arising as a result of a change in U.S. GAAP or regulatory accounting principles or interpretations thereof after the date hereof, (E) in Law (as defined in the Acquisition Agreement as of the Acquisition Closing Date) or interpretations thereof by any Governmental Entity (as defined in the Acquisition Agreement as of the Acquisition Closing Date), (F) arising or resulting from the announcement of the Acquisition Agreement, the pendency of the transactions contemplated therein and in the Plan of Arrangement (as defined in the Acquisition Agreement as of the Acquisition Closing Date), (G) arising or resulting from any failure by Canadian Borrower to meet any internal or published projections, forecasts or revenue or earnings predictions (provided that this clause (G) shall not be construed as providing that any cause or factor giving rise to such failure does not constitute an Acquisition Material Adverse Effect), (H) any continuation of an adverse trend or condition or the escalation of, or any developments with respect to, any dispute referred to on Schedule 3.07 of Canadian Borrower Disclosure Schedule to the Acquisition Agreement on the Acquisition Closing Date, (I) arising or resulting from any act of war or terrorism (or, in each case, escalation thereof) or declaration of a national emergency, or (J) arising or resulting from the acts or omissions of Acquiror and/or its Affiliates, as determined immediately prior to the Acquisition Closing Date; except in the cases of clauses (A), (B) and (I), to the extent such change, effect, event, occurrence, state of facts or development has or would reasonably be expected to have a disproportionate effect on Canadian Borrower and its Subsidiaries, taken as a whole, as compared to other persons in the industries in which Canadian Borrower and its Subsidiaries operate unless such disproportionate change, effect, event, occurrence, state of facts or development arises from any metal price ceiling in any of Canadian Borrower’s customer contracts.

“Additional Subordinated Debt Loan” shall mean any loan, advance or other extension of credit extended by the Acquiror or any of its Affiliates (other than any Subsidiary of


		3

Holdings) to Holdings having the same subordination terms as the subordination terms applicable to the Subordinated Debt Loan as in effect on the Closing Date; provided that such loan, advance or extension of credit shall be unsecured Indebtedness of Holdings, (i) with respect to which no Borrower or Subsidiary has any Contingent Obligation, (ii) that will not mature prior to the 180th day following the Final Maturity Date, (iii) that has no scheduled amortization of principal prior to the 180th day following the Final Maturity Date, (iv) that does not require any payments in cash of interest, principal or other amounts prior to the 180th day following the Final Maturity Date, and (v) that has no mandatory prepayment, repurchase or redemption requirements; and provided, further, that at least five Business Days prior to the time of incurrence of such Indebtedness (or such shorter period as the Administrative Agent may agree), a Responsible Officer of Holdings delivers a certificate to the Administrative Agent (together with drafts of the documentation relating thereto) stating that Holdings has determined in good faith that such terms and conditions satisfy the foregoing requirements.

“Adjusted LIBOR Rate” shall mean, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) determined by the Administrative Agent to be equal to the sum of (a) (i) the LIBOR Rate for such Eurocurrency Borrowing in effect for such Interest Period divided by (ii) 1 minus the Statutory Reserves (if any) for such Eurocurrency Borrowing for such Interest Period plus, (b) without duplication of any increase in interest rate attributable to Statutory Reserves pursuant to the foregoing clause (ii), the Mandatory Cost (if any).

“Administrative Agent” shall have the meaning assigned to such term in the preamble hereto and includes each other person appointed as the successor pursuant to ARTICLE X.

“Administrative Borrower” shall mean Novelis Inc., or any successor entity serving in that role pursuant to Section 2.03(b).

“Administrative Questionnaire” shall mean an Administrative Questionnaire in substantially the form of Exhibit A.

“Affiliate” shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified; provided, however, that, for purposes of Section 6.09, the term “Affiliate” shall also include (i) any person that directly or indirectly owns more than 15% of any class of Equity Interests of the person specified or (ii) any person that is an executive officer or director of the person specified.

“Agents” shall mean the Administrative Agent and the Collateral Agent; and “Agent” shall mean any of them.

“Agreement” shall have the meaning assigned to such term in the preamble hereto.

“Alternate Base Rate” shall mean, for any day, a rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the greater of (a) the Base Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 0.50%. If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason,


		4

including the inability of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Base Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Base Rate or the Federal Funds Effective Rate, respectively.

“Anti-Terrorism Laws” shall have the meaning assigned to such term in Section 3.22.

“Applicable Margin” shall mean, for any day, with respect to any Term Loan the applicable percentage set forth in Annex I under the appropriate caption.

“Approved Fund” shall mean any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Approved Member State” shall mean Belgium, France, Germany, Ireland, Italy, Luxembourg, The Netherlands, Spain, Sweden and the United Kingdom.

“Arrangers” shall have the meaning assigned to such term in the preamble hereto.

“Asset Sale” shall mean (a) any conveyance, sale, lease, sublease, assignment, transfer or other disposition (including by way of merger or consolidation and including any Sale and Leaseback Transaction) of any property, excluding (i) sales of Inventory and dispositions of cash and Cash Equivalents, in each such excluded case, which are in the ordinary course of business, by Holdings or any of its Subsidiaries, and (ii) sales of Accounts pursuant to the Receivables Purchase Agreement by any Loan Party or (b) any issuance or sale of any Equity Interests of any Subsidiary of Holdings; provided that such issuances or sales of Equity Interests to Companies other than Holdings shall constitute Asset Sales only for purposes of Section 6.06.

“Asset Swap” shall mean the substantially concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between any Company and another person; provided that any cash or Cash Equivalents received must be applied in accordance with Section 2.10(c).

“Assignment and Assumption” shall mean an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.04(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit B, or any other form approved by the Administrative Agent.

“Attributable Indebtedness” shall mean, when used with respect to any Sale and Leaseback Transaction, as at the time of determination, the present value (discounted at the rate implicit in the lease) of the total obligations of the lessee for rental payments during the remaining term of the lease included in any such Sale and Leaseback Transaction.

“Auditor’s Determination” shall have the meaning assigned to such term in Section 7.11(b).


		5

“AV Aluminum” shall mean AV Aluminum Inc., a corporation formed under the Canada Business Corporations Act.

“AV Metals” shall mean AV Metals, Inc., a corporation formed under the Canada Business Corporations Act.

“Available Amount” shall have the meaning assigned to such term in Section 7.12(a).

“Base Rate” shall mean, for any day, a rate per annum that is equal to the corporate base rate of interest established by the Administrative Agent from time to time; each change in the Base Rate shall be effective on the date such change is effective. The corporate base rate is not necessarily the lowest rate charged by the Administrative Agent to its customers.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States.

“Board of Directors” shall mean, with respect to any person, (i) in the case of any corporation, the board of directors of such person, (ii) in the case of any limited liability company, the board of managers of such person, (iii) in the case of any partnership, the Board of Directors of the general partner of such person and (iv) in any other case, the functional equivalent of the foregoing.

“Borrowers” shall have the meaning assigned to such term in the preamble hereto. Unless the context otherwise requires, and subject to Section 11.25, each reference in this Agreement to “each Borrower” or “the applicable Borrower” shall be deemed to be a reference to (x) the U.S. Borrower and/or (y) Canadian Borrower, as the case may be.

“Borrowing” shall mean Loans to the U.S. Borrower or Canadian Borrower, in each case, of the same Class and Type, made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect.

“Borrowing Request” shall mean a request by a Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C, or such other form as shall be approved by the Administrative Agent.

“Brazilian Guarantor” shall mean each Subsidiary of Holdings organized in Brazil party hereto as a Guarantor, and each other Subsidiary of Holdings organized in Brazil that is required to become a Guarantor pursuant to the terms hereof.

“Brazilian Security Agreements” shall mean, collectively, any Security Agreements substantially in the form of Exhibits M-7-1 to 5 among the Brazilian Guarantor and the Collateral Agent for the benefit of the Secured Parties.

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks in New York City are authorized or required by law to close; provided, however, that when used in connection with notices and determinations in connection with, and payments of principal and interest on or with respect to, a Eurocurrency Loan, the term “Business Day” shall


		6

also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“Canadian Borrower” shall have the meaning assigned to such term in the preamble hereto.

“Canadian Guarantor” shall mean Holdings and each Subsidiary of Holdings organized in Canada (other than Canadian Borrower) party hereto as a Guarantor, and each other Subsidiary of Holdings organized in Canada that is required to become a Guarantor pursuant to the terms hereof.

“Canadian Loan Parties” shall mean Canadian Borrower and the Canadian Guarantors.

“Canadian Term Loan” shall have the meaning assigned to such term in Section 2.01(b).

“Canadian Term Loan Commitment” shall mean, with respect to each Lender, the commitment, if any, of such Lender to make Canadian Term Loans hereunder up to the amount set forth on Schedule I to the Lender Addendum executed and delivered by such Lender directly under the column entitled “Canadian Term Loan Commitment” or in an Increase Joinder. The aggregate amount of the Lenders’ Canadian Term Loan Commitments on the Closing Date is $300 million.

“Canadian Security Agreement” shall mean the Security Agreements substantially in the form of Exhibits M-2-1 to 6 among the Canadian Loan Parties and the Collateral Agent for the benefit of the Secured Parties.

“Capital Assets” shall mean, with respect to any person, all equipment, fixed assets and Real Property or improvements of such person, or replacements or substitutions therefor or additions thereto, that, in accordance with GAAP, have been or should be reflected as additions to property, plant or equipment on the balance sheet of such person.

“Capital Expenditures” shall mean, for any period, without duplication, all expenditures made directly or indirectly by Canadian Borrower and its Subsidiaries during such period for Capital Assets (whether paid in cash or other consideration, financed by the incurrence of Indebtedness or accrued as a liability), together with Canadian Borrower’s proportionate share of such amounts for Norf GmbH for such period, but in each case excluding any portion of such expenditures constituting the Acquisition Consideration for acquisitions of property, plant and equipment in Permitted Acquisitions or paid for with insurance proceeds.

“Capital Lease Obligations” of any person shall mean the obligations of such person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.


		7

“Cash Equivalents” shall mean, as to any person, (a) securities issued or fully guaranteed or insured by the federal government of the United States, Canada, Switzerland, any Approved Member State or any agency of the foregoing, (b) marketable direct obligations issued by any state of the United States or the District of Columbia or any political subdivision or instrumentality thereof that, at the time of the acquisition, are rated at least “A-2” by S&P or “P-2” by Xxxxx’x, (c) certificates of deposit, eurocurrency time deposits, overnight bank deposits and bankers’ acceptances of any commercial bank organized under the laws of the United States, any state thereof, the District of Columbia, any non-U.S. bank, or its branches or agencies (fully protected against currency fluctuations) that, at the time of acquisition, are rated at least “A-2” by S&P or “P-2” by Xxxxx’x, (d) commercial paper of an issuer rated at least “A-2” by S&P or “P-2” by Xxxxx’x, (e) shares of any money market fund that (i) has at least 95% of its assets invested continuously in the types of investments referred to in clauses (a), (b) and (c) above, (ii) has net assets, Dollar Equivalent of which exceeds $500,000,000 and (iii) is rated at least “A-2” by S&P or “P-2” by Xxxxx’x; provided, however, that the maturities of all obligations of the type specified in clauses (a), (b) and (c) above shall not exceed 365 days; provided, further, that, to the extent any cash is generated through operations in a jurisdiction outside of the United States, Canada, Switzerland or an Approved Member State, such cash may be retained and invested in obligations of the type described in clauses (a), (b) and (c) to the extent that such obligations have a credit rating equal to the sovereign rating of such jurisdiction.

“Cash Interest Expense” shall mean, for any period, Consolidated Interest Expense for such period, less the sum of (a) interest on any debt paid by the increase in the principal amount of such debt including by issuance of additional debt of such kind, (b) items described in clause (c) of the definition of “Consolidated Interest Expense” and (c) gross interest income of Canadian Borrower and its Subsidiaries for such period.

“Casualty Event” shall mean any involuntary loss of title, any involuntary loss of, damage to or any destruction of, or any expropriation, condemnation or other taking (including by any Governmental Authority) of, any property of Holdings or any of its Subsidiaries. “Casualty Event” shall include but not be limited to any taking of all or any part of any Real Property of any person or any part thereof, in or by expropriation, condemnation or other eminent domain proceedings pursuant to any Requirement of Law, or by reason of the temporary requisition of the use or occupancy of all or any part of any Real Property of any person or any part thereof by any Governmental Authority, civil or military, or any settlement in lieu thereof.

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq. and all implementing regulations.

A “Change in Control” shall be deemed to have occurred if:

(a) Acquiror at any time ceases to be the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of at least 51% of the Equity Interests of Holdings,

(b) Holdings at any time ceases to be the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) and the direct record owner of 100% of


		8

the Equity Interests of Canadian Borrower; provided that a Permitted Holdings Amalgamation shall not constitute a Change of Control under this clause (b),

(c) Canadian Borrower at any time ceases to be the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) and the direct or indirect owner of 100% of the Equity Interests of each of the U.S. Borrower and Novelis Deutschland GmbH;

(d) at any time a change of control occurs under any Material Indebtedness;

(e) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) other than the Specified Holders is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (except as set forth below) such person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time) of Voting Stock of Acquiror representing 50% or more of the voting power of the total outstanding Voting Stock of Acquiror; or

(f) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of Acquiror (together with any new directors whose election to such Board of Directors or whose nomination for election was approved by the Specified Holders or by a vote of at least a majority of the members of the Board of Directors of Acquiror, which members comprising such majority are then still in office and were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of Acquiror.

For purposes of this definition, a person shall not be deemed to have beneficial ownership of Equity Interests subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement.

“Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking into effect of any law, treaty, order, policy, rule or regulation, (b) any change in any law, treaty, order, policy, rule or regulation or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

“Charges” shall have the meaning assigned to such term in Section 11.14.

“Chattel Paper” shall mean all “chattel paper,” as such term is defined in the UCC as in effect on the date hereof in the State of New York, in which any Person now or hereafter has rights.

“Chief Executive Office” shall mean, with respect to any Person, the location from which such Person manages the main part of its business operations or other affairs.


		9

“Class,” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are U.S. Term Loans or Canadian Term Loans and, when used in reference to any Commitment, refers to whether such Commitment is a U.S. Term Loan Commitment or a Canadian Term Loan Commitment, in each case, under this Agreement as originally in effect or pursuant to Section 2.23, of which such Loan, Borrowing or Commitment shall be a part.

“Closing Date” shall mean the date of the initial Credit Extension hereunder.

“CNI Basket” shall have the meaning assigned to such term in Section 6.08(d).

“Code” shall mean the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.

“Collateral” shall mean, collectively, all of the Revolving Credit Priority Collateral and the Term Loan Priority Collateral.

“Collateral Agent” shall have the meaning assigned to such term in the preamble hereto and includes each other person appointed as the successor pursuant to ARTICLE X.

“Commerzbank Cash Pooling Agreement” shall mean an Agreement regarding an Automatic Cash Management System entered into between Novelis AG, the “Companies” (as defined therein) and Commerzbank Aktiengesellschaft, Berlin dated 15 January 2007, together with all ancillary documentation thereto.

“Commitment” shall mean, with respect to any Lender, such Lender’s U.S. Term Loan Commitment and/or Canadian Term Loan Commitment, including any Incremental Term Loan Commitment pursuant to Section 2.23.

“Companies” shall mean Holdings and its Subsidiaries; and “Company” shall mean any one of them.

“Compensation Plan” shall mean any program, plan or similar arrangement (other than employment contracts for a single individual) relating generally to compensation, pension, employment or similar arrangements with respect to which any Company, any Affiliate of any Company or any ERISA Affiliate of any of them has any obligation or liability, contingent or otherwise, under any Requirements of Law other than those of the United States.

“Compliance Certificate” shall mean a certificate of a Financial Officer substantially in the form of Exhibit D.

“Confidential Information Memorandum” shall mean that certain confidential information memorandum of Novelis Inc., dated June 2007.

“Consolidated Adjusted EBITDA” shall mean, for any period, Consolidated EBITDA for such period plus, to the extent not otherwise included in Consolidated EBITDA:


		10

(a) 100% of the net income of each Joint Venture Subsidiary and Xxxxx for such period minus the amount of any dividends or distributions paid to the holder of any interest (other than a Company) in such Joint Venture Subsidiary or Xxxxx during such period; and

(b) the Canadian Borrower’s proportionate share of EBITDA of Norf GmbH for such period.

“Consolidated Amortization Expense” shall mean, for any period, the amortization expense of Canadian Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated Current Assets” shall mean, as at any date of determination, the total assets of Canadian Borrower and its Subsidiaries which may properly be classified as current assets on a consolidated balance sheet of Canadian Borrower and its Subsidiaries in accordance with GAAP, excluding cash and Cash Equivalents.

“Consolidated Current Liabilities” shall mean, as at any date of determination, the total liabilities of Canadian Borrower and its Subsidiaries which may properly be classified as current liabilities (other than the current portion of any Loans) on a consolidated balance sheet of Canadian Borrower and its Subsidiaries in accordance with GAAP, but excluding (a) the current portion of any Funded Debt of Canadian Borrower and its Subsidiaries and (b) without duplication of clause (a) above, all Indebtedness consisting of Revolving Credit Loans to the extent otherwise included therein.

“Consolidated Depreciation Expense” shall mean, for any period, the depreciation expense of Canadian Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period, adjusted by:

(x) adding thereto, in each case only to the extent (and in the same proportion) deducted in determining such Consolidated Net Income and without duplication:

(a) Consolidated Interest Expense for such period,

(b) Consolidated Amortization Expense for such period,

(d) Consolidated Tax Expense for such period,

(e) non-recurring cash expenses and charges relating to the Hindalco Acquisition and the Refinancing,

(f) restructuring charges in an amount not to exceed $15 million in the aggregate during the term hereof; and


		11

(g) the aggregate amount of all other non-cash charges reducing Consolidated Net Income (excluding any non-cash charge that results in an accrual of a reserve for cash charges in any future period) for such period;

(y) subtracting therefrom, the aggregate amount of all non-cash items increasing Consolidated Net Income (other than the accrual of revenue or recording of receivables in the ordinary course of business) for such period; and

(z) excluding therefrom,

(a) any gain (or loss), together with any related provisions for taxes on any such gain (or the tax effect of any such loss), realized during such period by Canadian Borrower or any of its Subsidiaries upon any Asset Sale (other than any dispositions in the ordinary course of business) by Canadian Borrower or any of its Subsidiaries,

(b) gains and losses due solely to fluctuations in currency values and the related tax effects determined in accordance with GAAP for such period,

(d) any one-time increase or decrease to net income that is required to be recorded because of the adoption of new accounting policies, practices or standards required by GAAP,

(e) unrealized gains and losses with respect to Hedging Obligations for such period, and

(f) any extraordinary gain (or extraordinary loss), together with any related provision for taxes on any such gain (or the tax effect of any such loss), recorded or recognized by Canadian Borrower or any of its Subsidiaries during such period;

Other than for purposes of calculating Excess Cash Flow, Consolidated EBITDA shall be calculated on a Pro Forma Basis to give effect to any Permitted Acquisition and Asset Sales (other than any dispositions in the ordinary course of business, dispositions where the value of the assets disposed of is less than $15 million and Permitted Acquisitions where the amount of the Acquisition Consideration plus any Equity Interests constituting all or a portion of the purchase price is less than $15 million) consummated at any time on or after the first day of the Test Period thereof as if each such Permitted Acquisition had been effected on the first day of such period and as if each such Asset Sale had been consummated on the day prior to the first day of such period.

“Consolidated Indebtedness” shall mean, as at any date of determination, the aggregate amount of all Indebtedness of Canadian Borrower and its Subsidiaries (other than (i) Indebtedness specified in clauses (g) and (h) (unless the lease giving rise to such Attributable Indebtedness is a Capital Lease) of the definition thereof, (ii) bankers’ acceptances, letters of credit and similar credit arrangements with respect to which no reimbursement obligation has arisen, (iii) letters of credit permitted to be incurred under Section 6.01(p) and (iv) from and after


		12

the Permitted Holdings Amalgamation, the Subordinated Debt Loan), determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” shall mean, for any period, the total consolidated interest expense of Canadian Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP plus, without duplication:

(a) imputed interest on Capital Lease Obligations and Attributable Indebtedness of Canadian Borrower and its Subsidiaries for such period;

(b) commissions, discounts and other fees and charges owed by Canadian Borrower or any of its Subsidiaries with respect to letters of credit securing financial obligations, bankers’ acceptance financing and receivables financings for such period;

(c) amortization of debt issuance costs, debt discount or premium and other financing fees and expenses incurred by Canadian Borrower or any of its Subsidiaries for such period;

(d) all interest paid or payable with respect to discontinued operations of Canadian Borrower or any of its Subsidiaries for such period; and

(e) the interest portion of any deferred payment obligations of Canadian Borrower or any of its Subsidiaries for such period.

Other than for purposes of calculating Excess Cash Flow, Consolidated Interest Expense shall be calculated on a Pro Forma Basis to give effect to any Indebtedness incurred, assumed or permanently repaid or extinguished during the relevant Test Period in connection with any Permitted Acquisitions and Asset Sales (other than any dispositions in the ordinary course of business, dispositions where the value of the assets disposed of is less than $15 million and Permitted Acquisitions where the amount of the Acquisition Consideration plus any Equity Interests constituting all or a portion of the purchase price is less than $15 million) as if such incurrence, assumption, repayment or extinguishing had been effected on the first day of such period.

“Consolidated Net Income” shall mean, for any period, the consolidated net income (or loss) of Canadian Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP; provided, however, that:

(a) the net income (or loss) of any person in which any person other than Canadian Borrower and its Subsidiaries has an ownership interest (which interest does not cause the net income of such other person to be consolidated into the net income of Canadian Borrower and its Subsidiaries) shall be excluded, except to the extent actually received by Canadian Borrower or any of its Subsidiaries during such period; and

(b) the net income of any Subsidiary of Canadian Borrower other than a Loan Party that is subject to a prohibition on the payment of dividends or similar distributions by such Subsidiary shall be excluded to the extent of such prohibition.


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For purposes of this definition of “Consolidated Net Income,” Consolidated Net Income shall be reduced (to the extent not already reduced thereby) by the amount of any payments to or on behalf of Holdings made pursuant to Section 6.08(c).

“Consolidated Senior Secured Indebtedness” shall mean, as at any date of determination, the aggregate amount of all Consolidated Indebtedness of the Companies that is secured by a Lien on the assets of any of such persons.

“Consolidated Tax Expense” shall mean, for any period, the tax expense of Canadian Borrower and its Subsidiaries, for such period, determined on a consolidated basis in accordance with GAAP.

“Contingent Obligation” shall mean, as to any person, any obligation, agreement, understanding or arrangement of such person guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other obligations (“primary obligations”) of any other person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor; (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation; (d) with respect to bankers’ acceptances, letters of credit and similar credit arrangements, until a reimbursement obligation arises (which reimbursement obligation shall constitute Indebtedness); or (e) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term “Contingent Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or any product warranties. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such person may be liable, whether singly or jointly, pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such person is required to perform thereunder) as determined by such person in good faith.

“Contribution, Intercompany, Contracting and Offset Agreement” shall mean that certain Contribution, Intercompany, Contracting and Offset Agreement dated as of the date hereof by and among the Loan Parties (other than certain Foreign Subsidiaries), Collateral Agent and Administrative Agent.

“Contribution Notice” shall mean a contribution notice issued by the Pensions Regulator under Section 38 or Section 47 of the Pensions Xxx 0000.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of


		14

voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

“Control Agreement” shall mean, with respect to a Deposit Account, Securities Account, or Commodity Account (each as defined in the UCC as in effect on the date hereof in the State of New York), (i) located in the United States, an agreement in form and substance reasonably satisfactory to the Collateral Agent establishing the Collateral Agent’s “control” (within the meaning of the UCC) in such account, or (ii) located in other jurisdictions, agreements with regard to such accounts establishing and perfecting the First Priority Lien of the Collateral Agent in such accounts), and otherwise in form and substance reasonably satisfactory to the Collateral Agent.

“Credit Extension” shall mean the making of a Loan by a Lender.

“Debt Issuance” shall mean the incurrence by Holdings or any of its Subsidiaries of any Indebtedness after the Closing Date (other than as permitted by Section 6.01).

“Debt Service” shall mean, for any period, Cash Interest Expense for such period plus scheduled principal amortization of all Indebtedness paid in such period.

“Default” shall mean an Event of Default or an event, occurrence or condition which is, or upon notice, lapse of time or both would constitute, an Event of Default.

“Default Rate” shall have the meaning assigned to such term in Section 2.06(c).

“Delegate” shall mean any delegate, agent, attorney, trustee or co-trustee appointed by the Collateral Agent or any Receiver.

“Disqualified Capital Stock” shall mean any Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to 180 days after the Final Maturity Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interests referred to in (a) above, in each case at any time on or prior to 180 days after the Final Maturity Date, or (c) contains any mandatory repurchase obligation which may come into effect prior to 180 days after the Final Maturity Date; provided, however, that any Equity Interests that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Equity Interests upon the occurrence of a change in control or an asset sale occurring prior to 180 days after the Final Maturity Date shall not constitute Disqualified Capital Stock if such Equity Interests provide that the issuer thereof will not redeem any such Equity Interests pursuant to such provisions prior to the repayment in full of the Obligations.

“Distribution” shall mean, collectively, with respect to each Loan Party, all dividends, cash, options, warrants, rights, instruments, distributions, returns of capital or principal, income,


		15

interest, profits and other property, interests (debt or equity) or proceeds, including as a result of a split, revision, reclassification or other like change of the Pledged Securities, from time to time received, receivable or otherwise distributed to such Loan Party in respect of or in exchange for any or all of the Pledged Securities or Pledged Intercompany Notes.

“Dividend” with respect to any person shall mean that such person has declared or paid a dividend or returned any equity capital to the holders of its Equity Interests or authorized or made any other distribution, payment or delivery of property (other than Qualified Capital Stock of such person) or cash to the holders of its Equity Interests as such, or redeemed, retired, purchased or otherwise acquired, directly or indirectly, for consideration any of its Equity Interests outstanding (or any options or warrants issued by such person with respect to its Equity Interests), or set aside any funds for any of the foregoing purposes, or shall have permitted any of its Subsidiaries to purchase or otherwise acquire for consideration any of the Equity Interests of such person outstanding (or any options or warrants issued by such person with respect to its Equity Interests). Without limiting the foregoing, “Dividends” with respect to any person shall also include all payments made or required to be made by such person with respect to any stock appreciation rights, plans, equity incentive or achievement plans or any similar plans or setting aside of any funds for the foregoing purposes.

“Documentation Agent” shall have the meaning assigned to such term in the preamble hereto.

“Dollar Equivalent” shall mean, as to any amount denominated in any currency other than Dollars as of any date of determination, the amount of Dollars that would be required to purchase the amount of such currency based upon the Spot Selling Rate as of such date, and as to any amount denominated in Dollars, such amount in Dollars.

“Dollars” or “dollars” or “$” shall mean lawful money of the United States.

“EBITDA of Norf GmbH” shall mean, with respect to any period, the net income of Norf GmbH plus to the extent deducted in determining net income, interest expense, depreciation and amortization expense, tax expense and the aggregate amount of all other non-cash charges reducing such net income (excluding any non-cash charge that results in an accrual of a reserve for cash charges in any future period) for such period minus the aggregate amount of all non-cash items increasing such net income (other than the accrual of revenue or recording of receivables in the ordinary course of business) for such period; provided that in calculating such EBITDA of Norf GmbH the following shall be excluded:

(i) any gain (or loss), together with any related provisions for taxes on any such gain (or the tax effect of any such loss), realized during such period by Norf GmbH or any of its Subsidiaries upon an asset sale (other than any dispositions in the ordinary course of business) by Norf GmbH or any of its Subsidiaries;

(ii) gains and losses due solely to fluctuations in currency values and the related tax effects determined in accordance with GAAP for such period;

(iii) earnings or losses resulting from any reappraisal, revaluation or write-up or write-down of assets;


		16

(iv) any one-time increase or decrease to net income that is required to be recorded because of the adoption of new accounting policies, practices or standards required by GAAP;

(v) unrealized gains and losses with respect to Hedging Obligations for such period; and

(vi) any extraordinary gain (or extraordinary loss), together with any related provision for taxes on any such gain (or the tax effect of any such loss), recorded or recognized by Norf GmbH or any of its Subsidiaries during such period.

“Eligible Assignee” shall mean (a) any Lender, (b) an Affiliate of any Lender, (c) an Approved Fund of a Lender and (d) any other person approved by the Administrative Agent and Administrative Borrower (each such approval not to be unreasonably withheld or delayed); provided that (x) no approval of Administrative Borrower shall be required during the continuance of a Default or prior to the earlier of (i) three months after the Closing Date or (ii) the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), (y) “Eligible Assignee” shall not include Holdings or any of its Affiliates or Subsidiaries or any natural person and (z) each assignee Lender shall be subject to each other applicable requirement regarding Lenders hereunder.

“Embargoed Person” shall have the meaning assigned to such term in Section 6.21.

“Environment” shall mean the natural environment, including air (indoor or outdoor), surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, natural resources, the workplace or as otherwise defined in any Environmental Law.

“Environmental Claim” shall mean any claim, notice, demand, order, action, suit, proceeding or other communication alleging liability for or obligation with respect to any investigation, remediation, removal, cleanup, response, corrective action, damages to natural resources, personal injury, property damage, fines, penalties or other costs resulting from, related to or arising out of (i) the presence, Release or threatened Release in or into the Environment of Hazardous Material at any location or (ii) any violation or alleged violation of any Environmental Law, and shall include any claim seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from, related to or arising out of the presence, Release or threatened Release of Hazardous Material or alleged injury or threat of injury to health, safety or the Environment.

“Environmental Law” shall mean any and all treaties, laws, statutes, ordinances, regulations, rules, decrees, orders, judgments, consent orders, consent decrees, code or other legally binding requirements, and the common law, relating to protection of public health or the Environment, the Release or threatened Release of Hazardous Material, natural resources or natural resource damages, or occupational safety or health, and any and all Environmental Permits.

“Environmental Permit” shall mean any permit, license, approval, registration, notification, exemption, consent or other authorization required by or from a Governmental Authority under Environmental Law.


		17

“Equipment” shall mean “equipment,” as such term is defined in the UCC as in effect on the date hereof in the State of New York, in which such Person now or hereafter has rights.

“Equity Interest” shall mean, with respect to any person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or nonvoting), of equity of such person, including, if such person is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of property of, such partnership, whether outstanding on the date hereof or issued after the Closing Date, but excluding debt securities convertible or exchangeable into such equity.

“Equity Issuance” shall mean, without duplication, (i) any issuance or sale by Holdings after the Closing Date of any Equity Interests (other than Preferred Stock) in Holdings (including any Equity Interests (other than Preferred Stock) issued upon exercise of any warrant or option) or any warrants or options to purchase Equity Interests (other than Preferred Stock) or (ii) any contribution to the capital of Holdings.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

“ERISA Affiliate” shall mean, with respect to any person, any trade or business (whether or not incorporated) that, together with such person, is treated as a single employer under Section 414 of the Code.

“ERISA Event” shall mean (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the thirty (30) day notice period is waived by regulation); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the failure to make by its due date a required installment under Section 412(m) of the Code with respect to any Plan or the failure to make any required contribution to a Multiemployer Plan; (d) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (e) the incurrence by any Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (f) the receipt by any Company or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (g) the incurrence by any Company or any of its ERISA Affiliates of any liability with respect to the withdrawal from any Plan or Multiemployer Plan; (h) the receipt by any Company or its ERISA Affiliates of any notice, concerning the imposition of material Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (i) the “substantial cessation of operations” within the meaning of Section 4062(e) of ERISA with respect to a Plan; (j) the making of any amendment to any Plan which could result in the imposition of a lien or the posting of a bond or other security; and (k) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or


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Section 406 of ERISA) which could reasonably be expected to result in a Material Adverse Effect.

“Eurocurrency Borrowing” shall mean a Borrowing comprised of Eurocurrency Loans.

“Eurocurrency Loan” shall mean any Loan bearing interest at a rate determined by reference to the Adjusted LIBOR Rate in accordance with the provisions of ARTICLE II.

“Eurofoil” shall mean Eurofoil Inc. (USA), a New York corporation.

“European Cash Pooling Arrangements” shall mean the cash pooling arrangements operated by the Swiss Borrower and certain of the other Companies pursuant to the Novelis AG Cash Pooling Agreement and the Commerzbank Cash Pooling Agreement.

“Event of Default” shall have the meaning assigned to such term in Section 8.01.

“Excess Amount” shall have the meaning assigned to such term in Section 2.10.

“Excess Availability” shall mean “Excess Availability” as defined in the Revolving Credit Agreement as in effect on the Closing Date.

“Excess Cash Flow” shall mean, for any Excess Cash Flow Period, Consolidated Adjusted EBITDA for such Excess Cash Flow Period, minus, without duplication:

(a) Debt Service for such Excess Cash Flow Period;

(b) (i) any voluntary prepayments of Term Loans, (ii) any voluntary prepayments of term loans of NKL permitted under Section 6.01(m), (iii) any voluntary repayments of Revolving Credit Loans to the extent accompanied by a simultaneous permanent reduction in an equal amount of the Revolving Credit Commitments (and excluding any such reduction to the extent relating to the entering into of a replacement Revolving Credit Agreement) and (iv) any voluntary repayments of revolving Indebtedness of NKL permitted under Section 6.01(m) to the extent accompanied by a simultaneous permanent reduction in an equal amount of the commitments in respect of such Indebtedness (and excluding any such reduction to the extent relating to the entering into of replacement revolving Indebtedness of NKL), in each case, so long as such amounts are not already reflected in Debt Service, during such Excess Cash Flow Period;

(c) Capital Expenditures during such Excess Cash Flow Period (excluding Capital Expenditures made in such Excess Cash Flow Period where a certificate in the form contemplated by the following clause (d) was previously delivered) that are paid in cash;

(d) Capital Expenditures that Canadian Borrower or any of its Subsidiaries shall, during such Excess Cash Flow Period, become obligated to make but that are not made during such Excess Cash Flow Period; provided that Canadian Borrower shall deliver a certificate to the Administrative Agent not later than 90 days after the end of such Excess Cash


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Flow Period, signed by a Responsible Officer of Canadian Borrower and certifying that such Capital Expenditures will be made in the following Excess Cash Flow Period;

(e) the aggregate amount of Investments made in cash during such period pursuant to Sections 6.04(e), (h), (l), (m) and (r);

(f) (i) taxes of Canadian Borrower and its Subsidiaries that were paid in cash during such Excess Cash Flow Period (excluding taxes paid in such Excess Cash Flow period where a certificate contemplated by the following clause (ii) was previously delivered) and (ii) taxes of Canadian Borrower and its Subsidiaries that will be paid within six months after the end of such Excess Cash Flow Period and for which reserves have been established; provided that Borrower shall deliver a certificate to the Administrative Agent not later than 90 days after the end of such Excess Cash Flow Period, signed by a Responsible Officer of Borrower and certifying that such taxes will be paid within such six month period;

(g) the absolute value of the difference, if negative, of the amount of Net Working Capital at the end of the prior Excess Cash Flow Period (or, in the case of the Excess Cash Flow Period for the first complete fiscal year of Canadian Borrower commencing after the Closing Date, at the first day of such Excess Cash Flow Period) over the amount of Net Working Capital at the end of such Excess Cash Flow Period;

(h) to the extent added to determine Consolidated EBITDA and paid in cash during such Excess Cash Flow Period, restructuring charges in an amount not to exceed $15 million during the term hereof;

(i) losses excluded from the calculation of Consolidated EBITDA by operation of clauses (z)(a) and (z)(f) of the definition thereof that are paid or realized in cash during such Excess Cash Flow Period;

(j) Dividends paid in cash to Holdings during such Excess Cash Flow period in accordance with Section 6.08(c); and

(k) to the extent added to determine Consolidated EBITDA, all items that did not result from a cash payment to Canadian Borrower or any of its Subsidiaries on a consolidated basis during such Excess Cash Flow Period;

provided that any amount deducted pursuant of any of the foregoing clauses that will be paid after the close of such Excess Cash Flow Period shall not be deducted again in a subsequent Excess Cash Flow Period; plus, without duplication:

(i) the difference, if positive, of the amount of Net Working Capital at the end of the prior Excess Cash Flow Period (or, in the case of the Excess Cash Flow Period for the first complete fiscal year of Canadian Borrower commencing after the Closing Date, at the first day of such Excess Cash Flow Period) over the amount of Net Working Capital at the end of such Excess Cash Flow Period;

(ii) (1) all net cash proceeds received during such Excess Cash Flow Period of (x) any equity issuance by, or capital contribution to, Holdings, Canadian


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Borrower or any other Subsidiary of Canadian Borrower to, or made by, persons other than Companies and (y) any Indebtedness (other than Revolving Credit Loans), in each case, to the extent (directly or indirectly) used to finance (A) Investments made pursuant to Sections 6.04(e), (h), (l), (m) and (r), (B) voluntary prepayments of term loans of NKL (to the extent such voluntary repayment of term loans of NKL is deducted from Excess Cash Flow pursuant to clause (b)(ii) above), (C) voluntary repayments of Revolving Credit Loans (to the extent such voluntary repayment of Revolving Credit Loans is deducted from Excess Cash Flow pursuant to clause (b)(iii) above) or (D) voluntary repayments of revolving Indebtedness of NKL (to the extent such voluntary repayment of revolving Indebtedness of NKL is deducted from Excess Cash Flow pursuant to clause (b)(iv) above); (2) all net cash proceeds received during such Excess Cash Flow Period of (x) any equity issuance by, or capital contribution to, Holdings, Canadian Borrower or any other Subsidiary of Canadian Borrower to, or made by, persons other than Companies and (y) any Indebtedness (other than Revolving Credit Loans), in each case, to the extent used to finance any Capital Expenditure; and (3) all Net Cash Proceeds of Asset Sales utilized to make Capital Expenditures in such Excess Cash Flow Period as permitted under Section 2.10(c);

(iii) to the extent any permitted Capital Expenditures referred to in clause (d) above do not occur in the Excess Cash Flow Period specified in the certificate of Borrower provided pursuant to clause (d) above, such amounts of Capital Expenditures that were not so made in the Excess Cash Flow Period specified in such certificates;

(iv) to the extent any tax payments referred to in clause (f)(ii) above do not occur in the Excess Cash Flow Period specified in the certificate of Canadian Borrower provided pursuant to clause (f)(ii) above, such amounts of tax payments that were not so made in the Excess Cash Flow Period specified in such certificates;

(v) to the extent not reflected in Consolidated EBITDA for such Excess Cash Flow Period, any return on or in respect of Investments received in cash during such period, which Investments were made pursuant to Sections 6.04(e), (h), (l), (m) and (r) (excluding any amounts of such Investments financed with the proceeds of (x) equity issuances by, or capital contributions to, Holdings, Canadian Borrower or any other Subsidiary of Canadian Borrower to, or made by, persons other than Companies or (y) Indebtedness (other than Revolving Credit Loans));

(vi) if deducted in the computation of Consolidated EBITDA, interest income;

(vii) income and gains excluded from the calculation of Consolidated EBITDA in any period by operation of clauses (z)(a) or (z)(f) of the definition thereof that are realized in cash during such Excess Cash Flow Period (other than pursuant to a sale under Section 6.06(k) to the extent that the proceeds of such sale are reinvested in accordance with Section 6.04(k) during such Excess Cash Flow Period); and


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(viii) to the extent subtracted in determining Consolidated EBITDA, all items that did not result from a cash payment by Borrower or any of its Subsidiaries on a consolidated basis during such Excess Cash Flow Period.

“Excess Cash Flow Period” shall mean each fiscal year of Borrower, beginning with the first complete fiscal year of Borrower commencing after the Closing Date.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excluded Collateral Subsidiary” shall mean, at any date of determination, any Subsidiary designated as such in writing by Administrative Borrower to the Administrative Agent that, together with all other Subsidiaries constituting Excluded Collateral Subsidiaries (i) contributed 1.0% or less of Consolidated EBITDA for the period of four fiscal quarters most recently ended for which financial statements have been or are required to have been delivered pursuant to Section 5.01(a) or 5.01(b) prior to the date of determination, (ii) had consolidated assets representing 1.0% or less of the consolidated total assets of Canadian Borrower and its Subsidiaries on the last day of the most recent fiscal quarter ended for which financial statements have been or are required to have been delivered pursuant to Section 5.01(a) or 5.01(b) prior to the date of determination, and (iii) is not a Loan Party. The Excluded Collateral Subsidiaries as of the Closing Date are listed on Schedule 1.01(c).

“Excluded Subsidiaries” shall mean Subsidiaries of Holdings that (i) are not Loan Parties and (ii) are not organized in a Principal Jurisdiction.

“Excluded Taxes” shall mean, with respect to the Agents, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), franchise taxes imposed on it (in lieu of net income taxes) and branch profits taxes imposed on it, by a jurisdiction (or any political subdivision thereof) as a result of the recipient being organized or having its principal office or, in the case of any Lender, its applicable lending office in such jurisdiction and (b) in the case of a Foreign Lender, any U.S. federal withholding tax that (i) is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office), except (x) to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from any Borrower with respect to such withholding tax pursuant to Section 2.15(a) or (y) if such Foreign Lender designates a new foreign lending office or is an assignee pursuant to a request by any Borrower under Section 2.16; provided that this subclause (b)(i) shall not apply to any Tax imposed on a Lender in connection with an interest or participation in any Loan or other obligation that such Lender was required to acquire pursuant to Section 2.14(d), or (ii) is attributable to such Foreign Lender’s failure to comply with Section 2.15(e).

“Executive Order” shall have the meaning assigned to such term in Section 3.22.

“Existing Lien” shall have the meaning assigned to such term in Section 6.02(c).

“Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System of the


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United States arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Fee Letter” shall mean that certain fee letter among Canadian Borrower, the Arrangers, ABN AMRO, and UBS Loan Finance LLC, dated as of May 25, 2007, as the same may be amended, amended and restated, supplemented, revised or modified from time to time.

“Fees” shall mean the fees payable hereunder or under the Fee Letter.

“Final Maturity Date” shall mean July 6, 2014.

“Financial Officer” of any person shall mean the chief financial officer, principal accounting officer, treasurer or controller of such person.

“Financial Support Direction” shall mean a financial support direction issued by the Pensions Regulator under Section 43 of the Pensions Xxx 0000.

“FIRREA” shall mean the Federal Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

“First Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Security Document, that such Lien is the most senior Lien to which such Collateral is subject, other than Permitted Liens of the type described in Section 6.02(a), (b), (c), (d), (f), (g), (h), (i), (j), (k) (to the extent provided in the Intercreditor Agreement), (n), (o), (q), (r), (s) and (t) which have priority over the Liens granted pursuant to the Security Documents (and in each case, subject to the proviso to Section 6.02).

“Foreign Guarantee” shall have the meaning assigned to such term in Section 7.01.

“Foreign Lender” shall mean any Lender that is not, for United States federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation, partnership or other entity treated as a corporation or partnership created or organized in or under the laws of the United States, or any political subdivision thereof, (iii) an estate whose income is subject to U.S. federal income taxation regardless of its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of such trust or a trust that properly elected to be treated as a United States person.

“Foreign Plan” shall mean any pension or other employee benefit or retirement plan, program, policy, arrangement or agreement maintained or contributed to by any Company with respect to employees employed outside the United States.

“Foreign Subsidiary” shall mean a Subsidiary that is organized under the laws of a jurisdiction other than the United States or any state thereof or the District of Columbia.


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“Fund” shall mean any person that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

“Funded Debt” shall mean, as to any person, all Indebtedness of such person that matures more than one year from the date of its creation or matures within one year from such date but is renewable or extendible, at the option of such person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including all current maturities and current sinking fund payments in respect of such Indebtedness whether or not required to be paid within one year from the date of its creation and, in the case of Canadian Borrower and its Subsidiaries, Indebtedness in respect of the Loans and the Revolving Credit Loans.

“GAAP” shall mean generally accepted accounting principles in the United States applied on a consistent basis.

“GBP” or “£” shall mean lawful money of the United Kingdom.

“German Guarantor” shall mean each Subsidiary of Holdings organized in Germany party hereto as a Guarantor, and each other Subsidiary of Holdings organized in Germany that is required to become a Guarantor pursuant to the terms hereof.

“German Security Agreement” shall mean, collectively, any Security Agreement substantially in the form of Exhibits M-5-1 to 7 among the German Guarantors and the Collateral Agent for the benefit of the Secured Parties.

“German Seller” shall mean Novelis Deutschland GmbH, a company organized under the laws of Germany (including in its roles as seller and collection agent under the Receivables Purchase Agreement).

“Governmental Authority” shall mean the government of the United States or any other nation, or of any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Governmental Real Property Disclosure Requirements” shall mean any Requirement of Law of any Governmental Authority requiring notification of the buyer, lessee, mortgagee, assignee or other transferee of any Real Property, facility, establishment or business, or notification, registration or filing to or with any Governmental Authority, in connection with the sale, lease, mortgage, assignment or other transfer (including any transfer of control) of any Real Property, facility, establishment or business, of the actual or threatened presence or Release in or into the Environment, or the use, disposal or handling of Hazardous Material on, at, under or near the Real Property, facility, establishment or business to be sold, leased, mortgaged, assigned or transferred.


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“Guarantee Payment” shall have the meaning assigned to such term in Section 7.12(b).

“Guaranteed Obligations” shall have the meaning assigned to such term in Section 7.01.

“Guarantees” shall mean the guarantees issued pursuant to ARTICLE VII by the Guarantors.

“Guarantors” shall mean each Borrower, Holdings and the Subsidiary Guarantors (including the U.S. Borrower, Canadian Borrower, Holdings and each other Canadian Guarantor, each U.S. Guarantor, each Swiss Guarantor, each U.K. Guarantor, the German Guarantor, the Irish Guarantor, the Brazilian Guarantor, and each other Subsidiary of Holdings that is required to become a Guarantor hereunder).

“Hazardous Materials” shall mean the following: hazardous substances; hazardous wastes; polychlorinated biphenyls (“PCBs”) or any substance or compound containing PCBs; asbestos or any asbestos-containing materials in any form or condition; radon or any other radioactive materials including any source, special nuclear or by-product material; petroleum, crude oil or any fraction thereof; and any other pollutant or contaminant or chemicals, wastes, materials, compounds, constituents or substances, subject to regulation under or which can give rise to liability under any Environmental Laws.

“Hedging Agreement” shall mean any swap, cap, collar, forward purchase or similar agreements or arrangements dealing with interest rates, currency exchange rates or commodity prices, either generally or under specific contingencies entered into for the purposes of hedging a Company’s exposure to interest or exchange rates, loan credit exchanges, security or currency valuations or commodity prices, in each case not for speculative purposes.

“Hedging Obligations” shall mean obligations under or with respect to Hedging Agreements.

“Hindalco Acquisition” shall have the meaning assigned to such term in the recitals hereto.

“Holdings” shall mean (i) prior to the consummation of the Permitted Holdings Amalgamation, AV Aluminum, and (ii) upon and after the consummation of the Permitted Holdings Amalgamation, AV Metals.

“Immaterial Subsidiary” shall mean, at any date of determination, any Subsidiary designated as such in writing by Administrative Borrower to the Administrative Agent that, together with all other Subsidiaries constituting Immaterial Subsidiaries (i) contributed 5.0% or less of Consolidated EBITDA for the period of four fiscal quarters most recently ended for which financial statements have been or are required to have been delivered pursuant to Section 5.01(a) or 5.01(b) prior to the date of determination, (ii) had consolidated assets representing 5.0% or less of the consolidated total assets of Canadian Borrower and its Subsidiaries on the last day of the most recent fiscal quarter ended for which financial statements have been or are required to have been delivered pursuant to Section 5.01(a) or 5.01(b) prior to the date of


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determination, and (iii) is not a Loan Party. The Immaterial Subsidiaries as of the Closing Date are listed on Schedule 1.01(d).

“Increase Effective Date” shall have the meaning assigned to such term in Section 2.23(a).

“Increase Joinder” shall have the meaning assigned to such term in Section 2.23(c).

“Incremental Term Loan” shall have the meaning assigned to such term in Section 2.23(c).

“Incremental Term Loan Commitment” shall have the meaning assigned to such term in Section 2.23(a).

“Incremental Term Loan Maturity Date” shall have the meaning assigned to such term in Section 2.23(c).

“Indebtedness” of any person shall mean, without duplication, (a) all obligations of such person for borrowed money or advances; (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments; (c) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person; (d) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business on normal trade terms and not overdue by more than ninety (90) days (other than such overdue trade accounts payable being contested in good faith and by proper proceedings, for which appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP or other applicable accounting standards)); (e) all Indebtedness of others secured by any Lien on property owned or acquired by such person, whether or not the obligations secured thereby have been assumed, but limited to the fair market value of such property; (f) all Capital Lease Obligations, Purchase Money Obligations and synthetic lease obligations of such person; (g) all Hedging Obligations to the extent required to be reflected on a balance sheet of such person; (h) all Attributable Indebtedness of such person; (i) all obligations of such person for the reimbursement of any obligor in respect of letters of credit, letters of guaranty, bankers’ acceptances and similar credit transactions; (j) all obligations of such person under any Securitization Facility; and (k) all Contingent Obligations of such person in respect of Indebtedness or obligations of others of the kinds referred to in clauses (a) through (j) above. The Indebtedness of any person shall include the Indebtedness of any other entity (including any partnership in which such person is a general partner) to the extent such person is liable therefor as a result of such person’s ownership interest in or other relationship with such entity, except (other than in the case of general partner liability) to the extent that terms of such Indebtedness expressly provide that such person is not liable therefor.

“Indemnified Taxes” shall mean all Taxes other than Excluded Taxes.

“Indemnitee” shall have the meaning assigned to such term in Section 11.03(b).

“Information” shall have the meaning assigned to such term in Section 11.12.


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“Instruments” shall mean all “instruments,” as such term is defined in the UCC as in effect on the date hereof in the State of New York, in which any Person now or hereafter has rights.

“Insurance Policies” shall mean the insurance policies and coverages required to be maintained by each Loan Party which is an owner of Mortgaged Property with respect to the applicable Mortgaged Property pursuant to Section 5.04 and all renewals and extensions thereof.

“Insurance Requirements” shall mean, collectively, all provisions of the Insurance Policies, all requirements of the issuer of any of the Insurance Policies and all orders, rules, regulations and any other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) binding upon each Loan Party which is an owner of Mortgaged Property and applicable to the Mortgaged Property or any use or condition thereof.

“Intellectual Property” shall have the meaning assigned to such term in Section 3.06(a).

“Interbank Rate” shall mean, for any period, (i) in respect of Loans denominated in dollars, the Federal Funds Effective Rate, and (ii) in respect of Loans denominated in any other currency, the Administrative Agent’s cost of funds for such period.

“Intercompany Note” shall mean a promissory note substantially in the form of Exhibit P, or such other form as may be agreed to by the Administrative Agent in its sole discretion.

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement dated as of the date hereof by and among the Companies party thereto, the Administrative Agent, the Collateral Agent, the Revolving Credit Funding Agent, the Revolving Credit Canadian Administrative Agent, the Revolving Credit Canadian Administrative Agent and the Revolving Credit Collateral Agent, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Interest Election Request” shall mean a request by Administrative Borrower to convert or continue a Borrowing in accordance with Section 2.08(b), substantially in the form of Exhibit E.

“Interest Payment Date” shall mean (a) with respect to any ABR Loan, the last Business Day of each March, June, September and December to occur during any period in which such Loan is outstanding, (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Loan with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, and (c) with respect to any Term Loan, the Final Maturity Date.

“Interest Period” shall mean, with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months, as Administrative Borrower may elect; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next


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succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the immediately preceding Business Day, (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, (c) Administrative Borrower shall not select a Interest Period that would extend beyond the Final Maturity Date, (d) Administrative Borrower shall not select Interest Periods so as to require a payment or prepayment of any Eurocurrency Loans during an Interest Period for such Loans and (e) any Eurocurrency Borrowings made or continued during the period ending on the earlier of (x) three months following the Closing Date and (y) the completion of the primary syndication of the Commitments (as determined by the Arrangers), shall have a Interest Period of one month. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Inventory” shall mean all “inventory,” as such term is defined in the UCC as in effect on the date hereof in the State of New York, wherever located, in which any Person now or hereafter has rights.

“Investments” shall have the meaning assigned to such term in Section 6.04.

“Irish Guarantor” shall mean each Subsidiary of Holdings organized in Ireland party hereto as a Guarantor, and each other Subsidiary of Holdings organized in Ireland that is required to become a Guarantor pursuant to the terms hereof.

“Irish Security Agreement” shall mean, collectively, any Security Agreement substantially in the form of Exhibits M-6-1 to 5 among the Irish Guarantors and the Collateral Agent for the benefit of the Secured Parties.

“Joinder Agreement” shall mean a joinder agreement substantially in the form of Exhibit F, or such other form as may be agreed to by the Administrative Agent in its sole discretion.

“Joint Venture” shall mean any person (a) that is not a direct or indirect Subsidiary of Holdings and (b) in which Canadian Borrower, in the aggregate, together with its Subsidiaries, is directly or indirectly, the beneficial owner of 5% or more of any class of Equity Interests of such person.

“Joint Venture Subsidiary” shall mean each of (i) Aluminum Company of Malaysia Berhard (Malaysia), (ii) NKL and (iii) any other person that is a Subsidiary in which persons other than Holdings or its Affiliates own 10% or more of the Equity Interests of such person, excluding Xxxxx and Norf GmbH.

“Judgment Currency” shall have the meaning assigned to such term in Section 11.18(a).

“Judgment Currency Conversion Date” shall have the meaning assigned to such term in Section 11.18(a).


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“Land Registry” shall mean the Land Registry of England and Wales.

“Landlord Access Agreement” shall mean a Landlord Access Agreement, substantially in the form of Exhibit G, or such other form as may reasonably be acceptable to the Administrative Agent.

“Leases” shall mean any and all leases, subleases, tenancies, options, concession agreements, rental agreements, occupancy agreements, franchise agreements, access agreements and any other agreements (including all amendments, extensions, replacements, renewals, modifications and/or guarantees thereof), whether or not of record and whether now in existence or hereafter entered into, affecting the use or occupancy of all or any portion of any Real Property.

“Lender Addendum” shall mean with respect to any Lender on the Closing Date, a lender addendum in the form of Exhibit I, to be executed and delivered by such Lender on the Closing Date as provided in Section 11.15, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Lenders” shall mean (a) the financial institutions that have become a party hereto pursuant to a Lender Addendum and (b) any financial institution that has become a party hereto pursuant to an Assignment and Assumption, other than, in each case, any such financial institution that has ceased to be a party hereto pursuant to an Assignment and Assumption.

“LIBOR Rate” shall mean, with respect to any Eurocurrency Borrowing for any Interest Period, the rate per annum determined by the Administrative Agent to be the arithmetic mean of the offered rates for deposits in Dollars with a term comparable to such Interest Period that appears on the Telerate British Bankers Assoc. Interest Settlement Rates Page (as defined below) at approximately 11:00 a.m., London, England time, on the second full Business Day preceding the first day of such Interest Period; provided, however, that (i) if no comparable term for an Interest Period is available, the LIBOR Rate shall be determined using the weighted average of the offered rates for the two terms most nearly corresponding to such Interest Period and (ii) if there shall at any time no longer exist a Telerate British Bankers Assoc. Interest Settlement Rates Page, “LIBOR Rate” shall mean, with respect to each day during each Interest Period pertaining to Eurocurrency Borrowings comprising part of the same Borrowing, the rate per annum equal to the rate at which the Administrative Agent is offered deposits in Dollars at approximately 11:00 a.m., London, England time, two (2) Business Days prior to the first day of such Interest Period in the London interbank market for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of such Eurocurrency Borrowing to be outstanding during such Interest Period (or such other amount as the Administrative Agent may reasonably determine). “Telerate British Bankers Assoc. Interest Settlement Rates Page” shall mean the display designated as Page 3750 on the Telerate System Incorporated Service (or such other page as may replace such page on such service for the purpose of displaying the rates at which Dollar deposits are offered by leading banks in the London interbank deposit market).

“Lien” shall mean, with respect to any property, (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge, assignment, hypothecation, security interest or similar


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encumbrance of any kind or any arrangement to provide priority or preference in respect of such property or any filing of any financing statement or any financing change statement under the UCC, the PPSA or any other similar notice of lien under any similar notice or recording statute of any Governmental Authority (other than any unauthorized notice or filing filed after the Closing Date for which there is not otherwise any underlying lien or obligation, so long as the Borrowers are (if aware of same) using commercially reasonable efforts to cause the removal of same), including any easement, right-of-way or other encumbrance on title to Real Property, in each of the foregoing cases whether voluntary or imposed by law, and any agreement to give any of the foregoing; (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such property; and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Loan Documents” shall mean this Agreement, the Intercreditor Agreement, the Contribution, Intercompany, Contracting and Offset Agreement, the Notes (if any), the Security Documents, each Foreign Guaranty, the Fee Letter, each Hedging Agreement entered into with any counterparty that is a Secured Party (provided that such Hedging Agreements shall be deemed not to be Loan Documents for purposes of Sections 1.03 and 1.04 and Articles II, VI, VIII and XI hereof), and all other pledges, powers of attorney, consents, assignments, certificates, agreements or documents, whether heretofore, now or hereafter executed by or on behalf of any Loan Party for the benefit of any Agent or any Lender in connection with this Agreement.

“Loan Parties” shall mean Holdings, the Borrowers and the Subsidiary Guarantors.

“Loans” shall mean Term Loans.

“Xxxxx” shall mean Xxxxx Aluminum Inc., a Delaware corporation.

“Xxxxx Location” shall mean the premises of Xxxxx Aluminum Inc., Xxxxx 000, Xxxxx Xxxxxxxxxxxx, Xxxxxxxx 00000.

“Mandatory Cost” shall mean the per annum percentage rate calculated by the Administrative Agent in accordance with Annex III.

“Margin Stock” shall have the meaning assigned to such term in Regulation U.

“Material Adverse Effect” shall mean (a) a material adverse effect on the business, property, results of operations, or financial condition of the Loan Parties and their Subsidiaries, taken as a whole; (b) material impairment of the ability of the Loan Parties to perform their payment and other material obligations under the Loan Documents; (c) material impairment of the rights of or benefits or remedies available to the Lenders or the Collateral Agent under the Loan Documents, taken as a whole; or (d)(i) a material adverse effect on the Revolving Credit Priority Collateral or the Liens in favor of the Collateral Agent (for its benefit and for the benefit of the other Secured Parties) on such Collateral or the priority of such Liens, in each case for this clause (d)(i) taken as a whole, or (ii) a material adverse effect on the Term Loan Priority Collateral or the Liens in favor of the Collateral Agent (for its benefit and for the benefit of the


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other Secured Parties) on such Collateral or the priority of such Liens, in each case for this clause (d)(ii) taken as a whole.

“Material Indebtedness” shall mean (a) Indebtedness under the Revolving Credit Loan Documents and any Permitted Revolving Credit Facility Refinancings thereof, (b) Indebtedness under the Senior Notes, the Subordinated Debt Loan and any Permitted Refinancings thereof and (c) any other Indebtedness (other than the Loans and intercompany Indebtedness of the Companies permitted hereunder) of the Loan Parties in an aggregate outstanding principal amount exceeding $50 million.

“Material Subsidiary” shall mean any Subsidiary of Canadian Borrower that is not an Immaterial Subsidiary.

“Maximum Rate” shall have the meaning assigned to such term in Section 11.14.

“Maximum Revolving Credit Facility Amount” shall mean, at any time, the greater of (i) $900 million and (ii) the amount, at such time, of the Total Borrowing Base under and as defined in the Revolving Credit Agreement as in effect on the Closing Date.

“Minimum Amount” shall mean (i) an integral multiple of $1 million and not less than $5 million for ABR Loans and (ii) an integral multiple of $1 million and not less than $5 million for Eurocurrency Loans.

“Moody’s” shall mean Xxxxx’x Investors Service, Inc.

“Mortgage” shall mean an agreement, including, but not limited to, a mortgage, charge, deed of trust, deed of hypothec or any other document, creating and evidencing a Lien on a Mortgaged Property, which shall be substantially in the form of Exhibit J or, subject to the terms of the Intercreditor Agreement, other form reasonably satisfactory to the Collateral Agent, in each case, with such schedules and including such provisions as shall be necessary to conform such document to applicable local or foreign law or as shall be customary under applicable local or foreign law.

“Mortgaged Property” shall mean (a) each Real Property identified as a Mortgaged Property on Schedule 8(a) to any Perfection Certificate dated the Closing Date, (b) each future Real Property covered by the terms of any Mortgage, and (c) each Real Property, if any, which shall be subject to a Mortgage (or other Lien created by a Security Document) delivered after the Closing Date pursuant to Section 5.11(c).

“Multiemployer Plan” shall mean a multiemployer plan within the meaning of Section 4001(a)(3) or Section 3(37) of ERISA (a) to which any Company or any ERISA Affiliate is then making or accruing an obligation to make contributions; (b) to which any Company or any ERISA Affiliate has within the preceding five plan years made contributions; or (c) with respect to which any Company could incur liability.

“Net Cash Proceeds” shall mean:


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(a) with respect to any Asset Sale, the cash proceeds received by Holdings or any of its Subsidiaries (including cash proceeds subsequently received (as and when received by Holdings or any of its Subsidiaries) in respect of non-cash consideration initially received) net of (without duplication) (i) selling expenses (including reasonable brokers’ fees or commissions, legal, accounting and other professional and transactional fees, transfer and similar taxes and Administrative Borrower’s good faith estimate of income taxes paid or payable in connection with such sale and repatriation Taxes that are or would be payable in connection with any sale by a Foreign Subsidiary); (ii) amounts provided as a reserve, in accordance with GAAP, against (x) any liabilities under any indemnification obligations associated with such Asset Sale or (y) any other liabilities retained by Holdings or any of its Subsidiaries associated with the properties sold in such Asset Sale (provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds); (iii) Administrative Borrower’s good faith estimate of payments required to be made with respect to unassumed liabilities relating to the properties sold within ninety (90) days of such Asset Sale (provided that, to the extent such cash proceeds are not used to make payments in respect of such unassumed liabilities within ninety (90) days of such Asset Sale, such cash proceeds shall constitute Net Cash Proceeds); (iv) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money (other than the Revolving Credit Loans) which is secured by a Lien on the properties sold in such Asset Sale (so long as such Lien was permitted to encumber such properties under the Loan Documents at the time of such sale) and which is repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of such properties); and (v) so long as any Revolving Credit Loans remain outstanding, the proceeds of any Revolving Credit Priority Collateral of any Loan Party sold in such Asset Sale (which shall include, for the avoidance of doubt, the portion of the sale price of the Equity Interests or all or substantially all of the property, assets or business of any Subsidiary of Holdings consisting of the net book value of any such Revolving Credit Priority Collateral) to the extent the proceeds thereof are required to be (and are) applied to the repayment of the Revolving Credit Loans pursuant to the terms of the Revolving Credit Agreement;

(b) with respect to any Debt Issuance or any Preferred Stock Issuance, the cash proceeds thereof, net of customary fees, commissions, costs and other expenses incurred in connection therewith; and

(c) with respect to any Equity Issuance or any other issuance of Equity Interests (other than Preferred Stock) by Holdings, the cash proceeds thereof, net of customary fees, commissions, costs and other expenses incurred in connection therewith; and

(d) with respect to any Casualty Event, the cash insurance proceeds, condemnation awards and other compensation received in respect thereof, net of (i) all reasonable costs and expenses incurred in connection with the collection of such proceeds, awards or other compensation in respect of such Casualty Event; and (ii) so long as any Revolving Credit Loans remain outstanding, any such cash insurance proceeds, condemnation awards and other compensation received in respect of Revolving


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Credit Priority Collateral of any Loan Party to the extent such amounts are required to be (and are) applied to the repayment of the Revolving Credit Loans pursuant to the terms of the Revolving Credit Agreement;

provided, however, that Net Cash Proceeds arising from any Asset Sale, Preferred Stock Issuance or Casualty Event by or applicable to a non-Wholly Owned Subsidiary shall equal the amount of such Net Cash Proceeds calculated as provided above less the percentage thereof equal to the percentage of any Equity Interests of such non-Wholly Owned Subsidiary not owned by Holdings and its Subsidiaries.

“Net Cash Proceeds Account” means any segregated Deposit Account or Securities Account established by any Borrower or any other Guarantor with one or more financial institutions reasonably satisfactory to the Collateral Agent (which, in the case of an account established by Canadian Borrower, shall not be a Lender or an Affiliate of a Lender) that (i) is subject to a Control Agreement, (ii) is subject to a First Priority security interest in favor of the Collateral Agent for the ratable benefit of the Secured Parties to secure the Secured Obligations and (iii) solely contains proceeds of Term Loan Priority Collateral (and any products of such proceeds), and which has been designated in writing to the Revolving Credit Agents as a “Net Cash Proceeds Account” on or prior to the time that the Net Cash Proceeds from any sale of Term Loan Priority Collateral shall be deposited therein, pending application of such proceeds (and any products of such proceeds) in accordance with the terms hereof.

“Net Working Capital” shall mean, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

“Net Yield” shall have the meaning assigned to such term in Section 2.23(c).

“NKL” shall mean Novelis Korea Limited.

“Non-Guarantor Subsidiary” shall mean each Subsidiary that is not a Guarantor.

“Norf GmbH” shall mean Aluminium Norf GmbH, a limited liability company (GmbH) organized under the laws of Germany.

“Notes” shall mean any notes evidencing the U.S. Term Loans or Canadian Terms Loans issued pursuant to this Agreement, if any, substantially in the form of Exhibit K-1 or K-2.

“Novelis AG” shall mean Novelis AG, a stock corporation (AG) organized under the laws of Switzerland.

“Novelis AG Cash Pooling Agreement” shall mean a Cash Management Agreement entered into among Novelis AG and certain “European Affiliates” (as identified therein) dated 1 February 2007, together with all ancillary documentation thereto.

“Novelis Corporation” shall mean Novelis Corporation, a Texas corporation.

“Novelis Inc.” shall mean Novelis Inc., a corporation formed under the Canada Business Corporations Act.


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“Obligation Currency” shall have the meaning assigned to such term in Section 11.18(a).

“Obligations” shall mean (a) obligations of the Borrowers and the other Loan Parties from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing (and interest that would have accrued but for such proceeding) during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrowers and the other Loan Parties under this Agreement and the other Loan Documents, and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrowers and the other Loan Parties under or pursuant to this Agreement and the other Loan Documents.

“OFAC” shall have the meaning assigned to such term in Section 3.22.

“Officers’ Certificate” shall mean a certificate executed by a Responsible Officer in his or her official (and not individual) capacity.

“Organizational Documents” shall mean, with respect to any person, (i) in the case of any corporation, the certificate of incorporation and by-laws (or similar documents) of such person, (ii) in the case of any limited liability company, the certificate of formation and operating agreement (or similar documents) of such person, (iii) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar documents) of such person, (iv) in the case of any general partnership, the partnership agreement (or similar document) of such person and (v) in any other case, the functional equivalent of the foregoing.

“Other Taxes” shall mean all present or future stamp, recording, documentary, excise, transfer, sales, property or similar taxes, charges or levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Parent Guarantor” shall mean (i) prior to the consummation of the Permitted Holdings Amalgamation, AV Aluminum, and (ii) upon and after the consummation of the Permitted Holdings Amalgamation, AV Metals.

“Participant” shall have the meaning assigned to such term in Section 11.04(d).

“Participating Member States” shall mean the member states of the European Communities that adopt or have adopted the euro as their lawful currency in accordance with the legislation of the European Union relating to European Monetary Union.

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.


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“Pensions Regulator” shall mean the body corporate called the Pensions Regulator established under Part I of the Pensions Xxx 0000.

“Perfection Certificate” shall mean, individually and collectively, as the context may require, each certificate of a Loan Party in the form of Exhibit L-1 or any other form approved by the Collateral Agent, as the same shall be supplemented from time to time by a Perfection Certificate Supplement or otherwise.

“Perfection Certificate Supplement” shall mean a certificate supplement in the form of Exhibit L-2 or any other form approved by the Collateral Agent.

“Permitted Acquisition” shall mean any Acquisition, if each of the following conditions is met:

(i) no Default is then continuing or would result therefrom;

(ii) no Company shall, in connection with any such transaction, assume or remain liable with respect to any Indebtedness of the related seller or the business, person or properties acquired, except to the extent permitted under Section 6.01, and any other such Indebtedness not permitted to be assumed or otherwise supported by any Company hereunder shall be paid in full or released as to the business, persons or properties being so acquired on or before the consummation of such acquisition;

(iii) the person or business to be acquired shall be, or shall be engaged in, a business of the type that the Loan Parties and the Subsidiaries are permitted to be engaged in under Section 6.15, and the person or business and any property acquired in connection with any such transaction shall be free and clear of any Liens, other than Permitted Liens;

(iv) the Board of Directors of the person to be acquired shall not have indicated publicly its opposition to the consummation of such acquisition (which opposition has not been publicly withdrawn);

(v) all transactions in connection therewith shall be consummated in all material respects in accordance with all applicable Requirements of Law;

(vi) with respect to any transaction involving Acquisition Consideration of more than $25 million, unless the Administrative Agent shall otherwise agree, Administrative Borrower shall have provided the Administrative Agent with (A) ten (10) Business Days’ prior written notice of such transaction, which notice shall describe in reasonable detail the terms and conditions of such transaction and the person or business to be acquired and (B) all such other information and data relating to such transaction or the person or business to be acquired as may be reasonably requested by the Administrative Agent;

(vii) the property acquired in connection with any such transaction shall be made subject to the Lien of the Security Documents, and any person acquired in connection with any such transaction shall become a Guarantor, in each case, to the


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extent required under, and within the relevant time periods provided in, Section 5.11, on terms reasonably satisfactory to the Agents, and the Agents shall have received all opinions, certificates, lien search results and other documents in connection therewith reasonably requested by the Agents;

(viii) with respect to any transaction involving Acquisition Consideration that, when added to the fair market value of Equity Interests, including Equity Interests of Holdings, constituting purchase consideration, exceeds $10 million, Administrative Borrower shall have delivered to the Administrative Agent an Officers’ Certificate certifying that (A) such transaction complies with this definition and (B) such transaction could not reasonably be expected to result in a Material Adverse Effect;

(ix) the Acquisition Consideration for such acquisition shall not exceed $250 million, and the aggregate amount of the Acquisition Consideration for all Permitted Acquisitions since the Closing Date shall not exceed $500 million; and

(x) not more than 35% of the aggregate amount of all such Permitted Acquisitions (as determined by reference to the aggregate amount of the Acquisition Consideration applied in respect thereof) shall be of persons that do not become Loan Parties in accordance with Section 5.11 upon consummation of such Permitted Acquisitions.

“Permitted Factoring Facility” shall mean a sale of Accounts on a discounted basis by any Company that is not a Borrower and is not organized under the laws of, and does not conduct business in, a Principal Jurisdiction, so long as (i) no Loan Party has any obligation, contingent or otherwise in connection with such sale (other than to deliver the Accounts purported to be sold free and clear of any encumbrance), and (ii) such sale is for cash and fair market value.

“Permitted Holdings Amalgamation” shall mean the amalgamation of AV Aluminum and Canadian Borrower on a single occasion following the Closing Date; provided that (i) no Default exists or would result therefrom, (ii) the person resulting from such amalgamation shall be named Novelis Inc., and shall be a corporation formed under the Canada Business Corporations Act (such resulting person, the “Successor Canadian Borrower”), and the Successor Canadian Borrower shall expressly confirm its obligations as Canadian Borrower under this Agreement and the other Loan Documents to which Canadian Borrower is a party pursuant to a confirmation in form and substance reasonably satisfactory to the Administrative Agent, (iii) immediately upon consummation of such amalgamation, AV Metals shall (A) be an entity organized or existing under the laws of Canada, (B) directly own 100% of the Equity Interests in the Successor Canadian Borrower, (C) execute a supplement or joinder to this Agreement in form and substance reasonably satisfactory to the Administrative Agent to become a Guarantor and execute Security Documents (or supplements or joinder agreements thereto) in form and substance reasonably satisfactory to the Administrative Agent, and take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be a duly perfected First Priority Lien in accordance with all applicable Requirements of Law, including the filing of financing statements (or other applicable filings) in such jurisdictions as may be reasonably requested by


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the Administrative Agent or the Collateral Agent and (D) subject to the terms of the Intercreditor Agreement, pledge and deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of the Successor Canadian Borrower, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of AV Metals, (iv) immediately after giving effect to any such amalgamation, the Senior Secured Leverage Ratio is not greater than the Senior Secured Leverage Ratio immediately prior to such amalgamation, and evidenced by a certificate from the chief financial officer of Canadian Borrower demonstrating such compliance calculation in reasonable detail, (v) the Successor Canadian Borrower shall have no Indebtedness after giving effect to the Permitted Holdings Amalgamation other than Indebtedness of Canadian Borrower in existence prior to the date of the Permitted Holdings Amalgamation and the Subordinated Debt Loan so long as the Subordinated Debt Loan shall have been amended in a manner satisfactory to the Funding Agent to reflect the subordination of the Subordinated Debt Loan to Canadian Borrower’s Secured Obligations and the Subordinated Debt Loan, if any, has been pledged by AV Metals as security for its guarantee of the Secured Obligations in a manner satisfactory to the Administrative Agent, (vi) each other Guarantor, shall have by a confirmation in form and substance reasonably satisfactory to the Administrative Agent, confirmed that its guarantee of the Guaranteed Obligations (including its Guarantee) shall apply to the Successor Canadian Borrower’s obligations under this Agreement, (vii) Canadian Borrower and each other Guarantor shall have by confirmations and any required supplements to the applicable Security Documents reasonably requested by the Administrative Agent, in each case, in form and substance reasonably satisfactory to the Administrative Agent, confirmed that its obligations thereunder shall apply to the Successor Canadian Borrower’s obligations under this Agreement and (viii) each Loan Party shall have delivered opinions of counsel and related officers’ certificates reasonably requested by the Administrative Agent with respect to the execution and delivery and enforceability of the documents referred to above and the compliance of such amalgamation with the provisions hereof, and all such opinions of counsel shall be satisfactory to the Administrative Agent; and provided, further, that (x) if the foregoing are satisfied, (1) AV Metals will be substituted for and assume all obligations of AV Aluminum under this Agreement and each of the other Loan Documents and (2) the Successor Canadian Borrower shall be substituted for Novelis Inc. under this Agreement and each of the other Loan Documents and all references hereunder and under the other Loan Documents to Canadian Borrower shall be references to the Successor Canadian Borrower and (y) notwithstanding any provision of Section 11.02, the Agents are hereby authorized by the Lenders to make any amendments to the Loan Documents that are necessary to reflect such changes in the parties to the applicable Loan Documents.

“Permitted Holdings Indebtedness” shall mean unsecured Indebtedness of Holdings (i) with respect to which no Borrower or Subsidiary has any Contingent Obligation, (ii) that will not mature prior to the 180^th day following the Final Maturity Date, (iii) that has no scheduled amortization of principal prior to the 180^th day following the Final Maturity Date, (iv) does not require any payments in cash of interest or other amounts in respect of the principal thereof (other than optional redemption provisions customary for senior discount or “pay-in-kind” notes) for a number of years from the date of issuance or incurrence thereof equal to at least one-half of the term to maturity thereof, (v) has mandatory prepayment, repurchase or redemption, covenant, default and remedy provisions customary for senior discount or “pay-in-kind” notes of an issuer that is the parent of a borrower under senior secured asset based revolving credit facilities and (vi) that is issued to a person that is not an Affiliate of Canadian Borrower or any of its


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Subsidiaries in an arm’s-length transaction on fair market terms; provided that at least five Business Days prior to the incurrence of such Indebtedness, a Responsible Officer of Holdings shall have delivered a certificate to the Administrative Agent (together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto) stating that Holdings has determined in good faith that such terms and conditions satisfy the foregoing requirements.

“Permitted Liens” shall have the meaning assigned to such term in Section 6.02.

“Permitted Refinancing” shall mean, with respect to any person, any refinancing or renewal of any Indebtedness of such person; provided that (a) (i) in the case of any such refinancing or renewal of the Subordinated Debt Loan, if the aggregate principal amount (or accreted value, if applicable) of such refinancing or renewal exceeds the aggregate principal amount (or accreted value, if applicable) of the Indebtedness so refinanced or renewed plus accrued interest thereon and reasonable fees and expenses payable in connection with such refinancing, the amount of any such excess is contributed by Holdings to Canadian Borrower concurrently with such refinancing or renewal and (ii) in the case of any refinancing or renewal of any other Indebtedness, the aggregate principal amount (or accreted value, if applicable) thereof does not exceed the aggregate principal amount (or accreted value, if applicable) of the Indebtedness so refinanced or renewed except by an amount equal to unpaid accrued interest and premium thereon and any make-whole payments applicable thereto plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancing or renewal and by an amount equal to any existing commitments unutilized thereunder, (b) such refinancing or renewal has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being refinanced or renewed (excluding the effects of nominal amortization in the amount of no greater than one percent per annum and prepayments of Indebtedness), (c) no Default is then continuing or would result therefrom, (d) the persons that are (or are required to be) obligors under such refinancing or renewal are the same persons as those that are (or are required to be) obligors under the Indebtedness being so refinanced or renewed (or, in the case of a Permitted Refinancing of the Senior Notes, such obligors are Loan Parties (other than Holdings)) and (e) the subordination provisions thereof (if any) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Indebtedness being so refinanced or renewed; provided that at least five Business Days prior to the incurrence of such refinancing or renewal, a Responsible Officer of Administrative Borrower shall have delivered an Officers’ Certificate to the Administrative Agent (together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto) certifying that Administrative Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements.

“Permitted Revolving Credit Facility Refinancing” shall mean any refinancing or renewal of the Indebtedness incurred under the Revolving Credit Loan Documents; provided that (a) the aggregate principal amount (or accreted value, if applicable) of all such Indebtedness, after giving effect to such refinancing or renewal, shall not exceed the Maximum Revolving Credit Facility Amount then in effect plus an amount equal to unpaid accrued interest and premium on the Indebtedness being so refinanced or renewed plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancing or renewal,


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(b) the “Applicable Margin” or similar component of the interest rate or yield provisions applicable to such Indebtedness, after giving effect to such refinancing or renewal, is not increased from the highest “Applicable Margin” set forth in the Revolving Credit Loan Documents as of the Closing Date by more than 3% per annum (excluding increases resulting from the accrual of interest at the default rate specified in the Revolving Credit Agreement), (c) such refinancing or renewal has a final maturity date equal to or later than the final maturity date of the Indebtedness being so refinanced or renewed, (d) no Default is existing or would result therefrom and (e) the persons that are (or are required to be) obligors under such refinancing or renewal are the same persons as those that are (or are required to be) obligors under the Indebtedness being so refinanced or renewed (unless, in the case of a refinancing of Indebtedness of a Loan Party, such persons are or become obligors under the Loan Documents); provided that at least five Business Days prior to the incurrence of such refinancing or renewal, a Responsible Officer of Administrative Borrower shall have delivered an Officers’ Certificate to the Administrative Agent (together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto) certifying that Administrative Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements.

“Permitted Uses” shall mean, as to any person, (a) investments in Cash Equivalents, (b) the payment of Capital Lease Obligations of such person, (c) Capital Expenditures of such person, (d) the payment of trade payables in the ordinary course of its business, and (e) the payment of its Taxes and other statutory obligations.

“person” or “Person” shall mean any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA which is maintained or contributed to by any Company or its ERISA Affiliate or with respect to which any Company could incur liability (including under Section 4069 of ERISA).

“Platform” shall have the meaning assigned to such term in Section 11.01(d).

“Pledged Intercompany Notes” shall mean, with respect to each Loan Party, all intercompany notes described in Schedule 11 to the Perfection Certificate as of the Closing Date and intercompany notes hereafter acquired by such Loan Party and all certificates, instruments or agreements evidencing such intercompany notes, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof to the extent permitted pursuant to the terms hereof.

“Pledged Securities” shall mean, collectively, with respect to each Loan Party, (i) all issued and outstanding Equity Interests of each issuer set forth on Schedule 10 to the Perfection Certificate as of the Closing Date as being owned by such Loan Party and all options, warrants, rights, agreements and additional Equity Interests of whatever class of any such issuer acquired by such Loan Party (including by issuance), together with all rights, privileges, authority and powers of such Loan Party relating to such Equity Interests in each such issuer or under any


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Organizational Document of each such issuer, and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Loan Party in the entries on the books of any financial intermediary pertaining to such Equity Interests, (ii) all Equity Interests of any issuer, which Equity Interests are hereafter acquired by such Loan Party (including by issuance) and all options, warrants, rights, agreements and additional Equity Interests of whatever class of any such issuer acquired by such Loan Party (including by issuance), together with all rights, privileges, authority and powers of such Loan Party relating to such Equity Interests or under any Organizational Document of any such issuer, and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Loan Party in the entries on the books of any financial intermediary pertaining to such Equity Interests, from time to time acquired by such Loan Party in any manner, and (iii) all Equity Interests issued in respect of the Equity Interests referred to in clause (i) or (ii) upon any consolidation or merger of any issuer of such Equity Interests.

“Post-Increase Lenders” shall have the meaning assigned to such term in Section 2.23(d).

“PPSA” shall mean the Personal Property Security Act (Ontario) and the regulations promulgated thereunder and other applicable personal property security legislation of the applicable Canadian province or provinces in respect of the Canadian Loan Parties (including the Civil Code of Quebec and the regulations respecting the register of personal and movable real rights promulgated thereunder) as all such legislation now exists or may from time to time hereafter be amended, modified, recodified, supplemented or replaced, together with all rules, regulations and interpretations thereunder or related thereto.

“Pre-Increase Lenders” shall have the meaning assigned to such term in Section 2.23(d).

“Preferred Stock” shall mean, with respect to any person, any and all preferred or preference Equity Interests (however designated) of such person whether now outstanding or issued after the Closing Date.

“Preferred Stock Issuance” shall mean the issuance or sale by Holdings or any of its Subsidiaries of any Preferred Stock after the Closing Date.

“Prepayment Offer Amounts” shall have the meaning assigned to such term in Section 2.10(i)(ii).

“Prepayment Offer Notice” shall have the meaning assigned to such term in Section 2.10(i)(ii).

“Principal Jurisdiction” shall mean the United States, Canada, the United Kingdom, Switzerland, Germany and any state, province or other political subdivision of the foregoing.

“Pro Forma Basis” shall mean on a basis in accordance with GAAP and Regulation S-X and otherwise reasonably satisfactory to the Administrative Agent.


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“Pro Rata Percentage” of any Lender at any time shall mean the percentage of the sum of the total outstanding Loans and unused Commitments of all Lenders represented by such Lender’s outstanding Loans and unused Commitments.

“Process Agent” shall have the meaning assigned to such term in Section 11.09(d).

“property” shall mean any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible and including Equity Interests or other ownership interests of any person and whether now in existence or owned or hereafter entered into or acquired, including all Real Property.

“Property Material Adverse Effect” shall mean, with respect to any Mortgaged Property, as of any date of determination and whether individually or in the aggregate, any event, circumstance, occurrence or condition which has caused or resulted in (or would reasonably be expected to cause or result in) a material adverse effect on (a) the business or operations of any Company as presently conducted at the Mortgaged Property; (b) the value or utility of the Mortgaged Property; or (c) the legality, priority or enforceability of the Lien created by the Mortgage or the rights and remedies of the Mortgagee thereunder.

“PTR Scheme” shall mean the Provisional Treaty Relief scheme as described in the HM Revenue & Customs (formerly the Inland Revenue Guidelines dated January 2003 and administered by HM Revenue & Customs’ Centre for Non-Residents.

“Purchase Money Obligation” shall mean, for any person, the obligations of such person in respect of Indebtedness (including Capital Lease Obligations) incurred for the purpose of financing all or any part of the purchase price of any property (including Equity Interests of any person) or the cost of installation, construction or improvement of any property and any refinancing thereof; provided, however, that (i) such Indebtedness is incurred within one year after such acquisition, installation, construction or improvement of such property by such person and (ii) the amount of such Indebtedness does not exceed 100% of the cost of such acquisition, installation, construction or improvement, as the case may be.

“Qualified Capital Stock” of any person shall mean any Equity Interests of such person that are not Disqualified Capital Stock.

“Real Property” shall mean, collectively, all right, title and interest (including any freehold, leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“Receivable” shall mean the indebtedness and other obligations owed to any Company (other than any Loan Party or any Company organized under the laws of Germany) (at the time such indebtedness and other obligations arise, and before giving effect to any transfer or conveyance contemplated under any Securitization Facility documentation) or in which such person has a security interest or other interest, including any indebtedness, obligation or interest constituting an Account, contract right, payment intangible, promissory note, chattel paper,


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instrument, document, investment property, financial asset or general intangible, arising in connection with the sale of goods or the rendering of services by such person, and further includes, the obligation to pay any finance charges with respect thereto.

“Receivables Purchase Agreement” shall mean the receivables purchase agreement and any related servicing agreements between the German Seller, on the one hand, and Novelis AG, on the other hand, in substantially the form of Exhibit R or otherwise in form and substance reasonably satisfactory to the Administrative Agent, in each case providing, inter alia, for the sale and transfer of Accounts by the German Seller to Novelis AG, as each such agreement may be amended, modified, supplemented or replaced from time to time in accordance with the terms thereof.

“Receiver” shall mean a receiver or receiver and manager or, where permitted by law, an administrative receiver of the whole or any part of the Collateral, and that term will include any appointee under a joint and/or several appointments.

“Refinancing” shall mean the repayment in full and the termination of any commitment to make extensions of credit under all of the outstanding indebtedness listed on Schedule 1.01(a) of Canadian Borrower or any of its Subsidiaries.

“Register” shall have the meaning assigned to such term in Section 11.04(c).

“Regulation” shall have the meaning assigned to such term in Section 3.27.

“Regulation D” shall mean Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation S-X” shall mean Regulation S-X promulgated under the Securities Act.

“Regulation T” shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Related Business Assets” shall mean assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by any Loan Party in exchange for assets transferred by a Loan Party shall not be deemed to be Related Business Assets if they consist of securities of a person, unless upon receipt of the securities of such person, such person would become a Loan Party.

“Related Parties” shall mean, with respect to any person, such person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such person and of such person’s Affiliates.


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“Related Security” shall mean, with respect to any Receivable, all of the applicable Securitization Subsidiary’s interest in the inventory and goods (including returned or repossessed inventory or goods), if any, the sale of which by the applicable Company gave rise to such Receivable, and all insurance contracts with respect thereto, all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the contract related to such Receivable or otherwise, together with all financing statements and security agreements describing any collateral securing such Receivable, all guaranties, letters of credit, letter-of-credit rights, supporting obligations, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the contract related to such Receivable or otherwise, all service contracts and other contracts and agreements associated with such Receivable, all records related to such Receivable, and all of the applicable Securitization Subsidiaries’ right, title and interest in, to and under the applicable Securitization Facility documentation.

“Release” shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating of any Hazardous Material in, into, onto or through the Environment.

“Required Class Lenders” shall mean, with respect to any Class of Loans, Lenders having more than 50% of the sum of all Loans and unused Commitments (if any) of such Class outstanding.

“Required Lenders” shall mean Lenders having more than 50% of the sum of all Loans outstanding and unused Commitments (if any).

“Requirements of Law” shall mean, collectively, any and all legally binding requirements of any Governmental Authority including any and all laws, judgments, orders, decrees, ordinances, rules, regulations, statutes or case law.

“Response” shall mean (a) “response” as such term is defined in CERCLA, 42 U.S.C. § 9601(24), and (b) all other actions required by any Governmental Authority or voluntarily undertaken to (i) clean up, remove, treat, xxxxx or in any other way address any Hazardous Material in the Environment; (ii) prevent the Release or threat of Release, or minimize the further Release, of any Hazardous Material; or (iii) perform studies and investigations in connection with, or as a precondition to, or to determine the necessity of the activities described in, clause (i) or (ii) above.

“Responsible Officer” shall mean, with respect to any Person, any of the principal executive officers, managing members or general partners of such Person but, in any event, with respect to financial matters, the chief financial officer, treasurer or controller of such person.

“Restricted Grantor” shall mean a Loan Party that has granted a Guarantee that is subject to limitations that impair in any material respect the benefit of such Guarantee (as determined by the Administrative Agent in its reasonable discretion) (it being expressly understood and agreed that (i) no Loan Party that is Canadian Borrower, a Canadian Guarantor, a U.K. Guarantor, U.S. Borrower or a U.S. Guarantor shall be a Restricted Grantor and (ii) except


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as may be otherwise determined by the Administrative Agent in its reasonable discretion, each Loan Party that is a German Guarantor, an Irish Guarantor, a Swiss Guarantor or a Brazilian Guarantor shall be a Restricted Grantor).

“Revolving Credit Agents” shall mean the “Agents” (as defined in the Revolving Credit Loan Documents, including the Revolving Credit Funding Agent, the Revolving Credit Canadian Administrative Agent and the Revolving Credit Collateral Agent).

“Revolving Credit Agreement” shall mean (i) that certain credit agreement dated as of the date hereof among the Loan Parties, the Revolving Credit Lenders, ABN AMRO Bank N.V., as U.S./European issuing bank, as U.S. swingline lender, and as administrative agent, the Revolving Credit Canadian Administrative Agent, ABN AMRO Bank N.V., acting through its Canadian branch, as Canadian issuing bank and as Canadian funding agent, the Revolving Credit Collateral Agent, the Revolving Credit Funding Agent, UBS Securities LLC, as syndication agent, Bank of America, N.A., National City Business Credit, Inc. and CIT Business Credit Canada Inc., as documentation agents, and ABN AMRO Incorporated and UBS Securities LLC, as joint lead arrangers and joint bookmanagers, as amended, restated, supplemented or modified from time to time to the extent permitted by this Agreement and the Intercreditor Agreement and (ii) any other credit agreement, loan agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend (subject to the limitations set forth herein and in the Intercreditor Agreement) or refinance in whole or in part the indebtedness and other obligations outstanding under the (x) credit agreement referred to in clause (i) or (y) any subsequent Revolving Credit Agreement, in each case which constitutes a Permitted Revolving Credit Facility Refinancing with respect to the Revolving Credit Loans, unless such agreement or instrument expressly provides that it is not intended to be and is not a Revolving Credit Agreement hereunder. Any reference to the Revolving Credit Agreement hereunder shall be deemed a reference to any Revolving Credit Agreement then in existence.

“Revolving Credit Canadian Administrative Agent” shall mean ABN AMRO Bank N.V., acting through its Canadian branch, in its capacity as Canadian administrative agent under the Revolving Credit Agreement, and its successors and assigns in such capacity.

“Revolving Credit Canadian Funding Agent” shall mean ABN AMRO Bank N.V., acting through its Canadian branch, in its capacity as Canadian funding agent under the Revolving Credit Agreement, and its successors and assigns in such capacity.

“Revolving Credit Collateral Agent” shall mean LaSalle Business Credit, LLC, in its capacity as collateral agent under the Revolving Credit Agreement, and its successors and assigns in such capacity.

“Revolving Credit Commitments” shall mean the commitments of the Revolving Credit Lenders to make Revolving Credit Loans under the Revolving Credit Agreement.

“Revolving Credit Funding Agent” shall mean LaSalle Business Credit, LLC, in its capacity as funding agent under the Revolving Credit Agreement, and its successors and assigns in such capacity.


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“Revolving Credit Lenders” shall mean the banks, financial institutions and other entities from time to time party to the Revolving Credit Agreement as lenders.

“Revolving Credit Loan Documents” shall mean the Revolving Credit Agreement and the other “Loan Documents” as defined in the Revolving Credit Agreement, including the mortgages and other security documents, guaranties and the notes issued thereunder.

“Revolving Credit Loans” shall mean the revolving loans and swingline loans outstanding under the Revolving Credit Agreement.

“Revolving Credit Maturity Date” shall have meaning assigned to the term “Final Maturity Date” in the Revolving Credit Agreement (and any corresponding term in any successor Revolving Credit Agreement permitted hereby).

“Revolving Credit Obligations” shall mean the Revolving Credit Loans and the guarantees by the Loan Parties under the Revolving Credit Loan Documents.

“Revolving Credit Priority Collateral” shall mean all “Revolving Credit Priority Collateral” as defined in the Intercreditor Agreement.

“Revolving Credit Secured Parties” shall mean the Revolving Credit Funding Agent, the Revolving Credit Canadian Administrative Agent, the Revolving Credit Collateral Agent and each other Person that is a “Secured Party” under the Revolving Credit Agreement.

“Revolving Credit Security Documents” shall have the meaning assigned to the term “Security Documents” in the Revolving Credit Agreement (and any corresponding term in any successor Revolving Credit Agreement permitted hereby).

“S&P” shall mean Standard & Poor’s Rating Services.

“Sale and Leaseback Transaction” shall have the meaning assigned to such term in Section 6.03.

“Xxxxxxxx-Xxxxx Act” shall mean the United States Xxxxxxxx-Xxxxx Act of 2002, as amended, and all rules and regulations promulgated thereunder.

“Section 347” shall have the meaning assigned to such term in Section 2.19(a).

“Secured Debt Agreement” shall mean (i) this Agreement and (ii) the other Loan Documents.

“Secured Obligations” shall mean (a) the Obligations and (b) the due and punctual payment and performance of all obligations of the Borrowers and the other Loan Parties under each Hedging Agreement entered into with any counterparty that is a Secured Party.

“Secured Parties” shall mean, collectively, the Administrative Agent, the Collateral Agent, the Administrative Agent, any Receiver or Delegate, each other Agent, the Lenders and each counterparty to a Hedging Agreement with a Loan Party, if at the date of entering into such


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Hedging Agreement (or, with respect to Hedging Agreements in effect at the date hereof, at the date hereof) such person was a Lender, Revolving Credit Lender, Arranger or Agent (or an Affiliate of a Lender, Revolving Credit Lender, Arranger or Agent), and in each case, such person executes and delivers to the Administrative Agent a letter agreement substantially in the form of Exhibit Q attached hereto or in such other form as may be acceptable to the Administrative Agent pursuant to which such person (i) appoints the Collateral Agent as its agent under the applicable Loan Documents and (ii) agrees to be bound by the provisions of Section 10.03, Section 10.09, the Intercreditor Agreement and the Security Documents as if it were a Lender.

“Securities Act” shall mean the Securities Act of 1933.

“Securities Collateral” shall mean, collectively, the Pledged Securities, the Pledged Intercompany Notes and the Distributions.

“Securitization Assets” means all existing or hereafter acquired or arising (i) Receivables that are sold, assigned or otherwise transferred pursuant to a Securitization Facility, (ii) the Related Security with respect to the Receivables referred to in clause (i) above, (iii) the collections and proceeds of the Receivables and Related Security referred to in clauses (i) and (ii) above, (iv) all lockboxes, lockbox accounts, collection accounts or other deposit accounts into which such collections are deposited (and in any event excluding any lockboxes, lockbox accounts, collection accounts or deposit accounts that any Loan Party or any Company organized under the laws of Germany has an interest in) and which have been specifically identified and consented to by the Administrative Agent, and (v) all other rights and payments which relate solely to such Receivables.

“Securitization Facility” means each transaction or series of related transactions that effect the securitization of Receivables of a person; provided that no Receivables or other property of any Borrower or any Company organized or conducting business in a Principal Jurisdiction shall be subject to a Securitization Facility.

“Securitization Subsidiary” means any special purpose financial subsidiary established by a Company for the sole purpose of consummating one or more Securitization Facilities and in respect of which no Company (other than a Securitization Subsidiary) has any obligation to maintain or preserve such Securitization Subsidiary’s financial condition or cause such Securitization Subsidiary to achieve specified levels of operating results.

“Security Agreement” shall mean each U.S. Security Agreement, each Canadian Security Agreement, each U.K. Security Agreement, each Swiss Security Agreement, each German Security Agreement, each Irish Security Agreement, each Brazilian Security Agreement, and each other Security Agreement entered into pursuant to Section 5.11(b), individually and collectively, as the context may require.

“Security Agreement Collateral” shall mean all property pledged or granted as collateral pursuant to any Security Agreement (a) on the Closing Date or (b) thereafter pursuant to Section 5.11.


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“Security Documents” shall mean each Security Agreement, the Mortgages, any Security Trust Deed, and each other security document, deed of trust, charge or pledge agreement delivered in accordance with applicable local or foreign law to grant a valid, perfected security interest in any property as collateral for the Secured Obligations, and all UCC or other financing statements or financing change statements, control agreements, bailee notification letters, or instruments of perfection required by this Agreement, any Security Agreement, any Mortgage or any other such security document, charge or pledge agreement to be filed with respect to the security interests in property and fixtures created pursuant to any Security Agreement or any Mortgage and any other document or instrument utilized to pledge or grant or purport to pledge or grant a security interest or lien on any property as collateral for the Secured Obligations or to perfect, obtain control over or otherwise protect the interest of the Collateral Agent therein.

“Security Trust Deed” shall mean any security trust deed to be executed by, among others, the Collateral Agent, the Administrative Agent and any Loan Party granting security over U.K. or Irish assets of any Loan Party.

“Senior Note Agreement” shall mean the indenture dated as of February 3, 2005, pursuant to which the Senior Notes were issued and any other indenture, note purchase agreement or other agreement pursuant to which Senior Notes are issued in a Permitted Refinancing of the Senior Notes.

“Senior Note Documents” shall mean the Senior Notes, the Senior Note Agreement, the Senior Note Guarantees and all other documents executed and delivered with respect to the Senior Notes or the Senior Note Agreement.

“Senior Note Guarantees” shall mean the guarantees of the Loan Parties (other than Holdings) and the other guarantors pursuant to the Senior Note Agreement.

“Senior Notes” shall mean Canadian Borrower’s 7-1/4% Senior Notes due 2015 issued pursuant to the Senior Note Agreement and any senior notes issued pursuant to a Permitted Refinancing of the Senior Notes (including the registered notes issued in exchange for Senior Notes with substantially identical terms as the Senior Notes so exchanged).

“Senior Secured Leverage Ratio” shall mean, at any date of determination, the ratio of Consolidated Senior Secured Indebtedness on such date to Consolidated Adjusted EBITDA for the four consecutive fiscal quarters of Canadian Borrower then last ended (in each case taken as one accounting period) for which financial statements have been delivered (or if financial statements with respect to the most recently ended fiscal quarter are required to but, have not been delivered, for which financial statements are then required to have been delivered).

“Significant Event of Default” shall mean any Event of Default under Section 8.01(a), (b), (g) or (h).

“Similar Business” shall mean any business conducted by Canadian Borrower and the other Loan Parties on the Closing Date as described in the Confidential Information Memorandum (or, in the good faith judgment of the Board of Directors, which are substantially related thereto or are reasonable extensions thereof).


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“Specified Holders” shall mean the Persons listed on Schedule 1.01(e).

“Spot Selling Rate” shall mean, on any date of determination, the spot selling rate determined by the Administrative Agent which shall be the spot selling rate posted by Reuters on its website for the sale of the applicable currency for Dollars at approximately 5:00 p.m. (New York City time) on the prior Business Day; provided that if such rate is not available, such rate shall be the spot selling rate posted by the Federal Reserve Bank of New York on its website for the sale of the applicable currency for Dollars at approximately 5:00 p.m. (New York City time) on the prior Business Day.

“Statutory Reserves” shall mean, for any Interest Period for any Eurocurrency Borrowing in dollars, the average maximum rate at which reserves (including any marginal, supplemental or emergency reserves) are required to be maintained during such Interest Period under Regulation D by member banks of the United States Federal Reserve System in New York City with deposits exceeding one billion dollars against “Eurocurrency liabilities” (as such term is used in Regulation D). Eurocurrency Borrowings shall be deemed to constitute Eurocurrency liabilities and to be subject to such reserve requirements without benefit of or credit for proration, exceptions or offsets which may be available from time to time to any Lender under Regulation D.

“Subordinated Debt Loan” shall mean that certain loan extended by AV Metals to Holdings in the aggregate principal amount of $900,000,000, as evidenced by the Promissory Note, dated May 15, 2007, made by Holdings in favor of AV Metals, as such loan may be increased by any Additional Subordinated Debt Loan or amended, in each case, in accordance with the terms hereof; provided that to the extent the provisions of the definition of Permitted Holdings Amalgamation are complied with, the Subordinated Debt Loan in effect on the Closing Date and any Additional Subordinated Debt Loan incurred after the Closing Date and prior to the date of the Permitted Holdings Amalgamation may become an obligation of the Canadian Borrower after the Permitted Holdings Amalgamation occurs; and provided, further, that all other Subordinated Debt Loans, if any, shall at all times be and remain unsecured obligations solely of Holdings.

“Subordinated Indebtedness” shall mean Indebtedness of a Loan Party that is subordinated by its terms (including pursuant to the terms of any subordination agreement, intercreditor agreement, or otherwise) in right of payment to the Obligations of such Loan Party, including the Subordinated Debt Loan.

“Subsidiary” shall mean, with respect to any person (the “parent”) at any date, (i) any person the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, (ii) any other corporation, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the voting power of all Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors thereof are, as of such date, owned, controlled or held by the parent and/or one or more subsidiaries of the parent, (iii) any partnership (a) the sole general partner or the managing general partner of which is the parent and/or one or more subsidiaries of the parent or (b) the only general partners of which are the


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parent and/or one or more subsidiaries of the parent and (iv) any other person that is otherwise Controlled by the parent and/or one or more subsidiaries of the parent. Unless the context requires otherwise, “Subsidiary” refers to a Subsidiary of Holdings. Notwithstanding the foregoing, Xxxxx shall not be treated as a Subsidiary hereunder or under the other Loan Documents unless it qualifies as a Subsidiary under clause (ii) of this definition.

“Subsidiary Guarantor” shall mean each Subsidiary listed on Schedule 1.01(b), and each other Subsidiary that is or becomes a party to this Agreement as a Subsidiary Guarantor pursuant to Section 5.11.

“Survey” shall mean a survey of any Mortgaged Property (and all improvements thereon) which is (a) (i) prepared by a surveyor or engineer licensed to perform surveys in the jurisdiction where such Mortgaged Property is located, (ii) current as of a date which shows all exterior construction on the site of such Mortgaged Property or any easement, right of way or other interest in the Mortgaged Property has been granted or become effective through operation of law or otherwise with respect to such Mortgaged Property which, in either case, can be depicted on a survey, unless otherwise acceptable to the Collateral Agent, (iii) certified by the surveyor (in a manner reasonably acceptable to the Administrative Agent) to the Administrative Agent, the Collateral Agent and the Title Company, (iv) complying in all respects with the minimum detail requirements of the American Land Title Association (or the local equivalent) as such requirements are in effect on the date of preparation of such survey and (v) sufficient for the Title Company to remove all standard survey exceptions from the title insurance policy (or commitment) relating to such Mortgaged Property and issue the endorsements of the type required by Section 4.01(o)(iii) or (b) otherwise acceptable to the Collateral Agent.

“Swiss Guarantor” shall mean each Subsidiary of Holdings organized in Switzerland party hereto as a Guarantor, and each other Subsidiary of Holdings organized in Switzerland that is required to become a Guarantor pursuant to the terms hereof.

“Swiss Security Agreement” shall mean, collectively, any Security Agreement substantially in the form of Exhibits M-4-1 to 7 among the Swiss Guarantors and the Collateral Agent for the benefit of the Secured Parties.

“Swiss Withholding Tax” shall mean any withholding tax in accordance with the Swiss Federal Statute on Anticipatory Tax of 13 October 1965 (Bundesgesetz uber die Verrechnungssteuer) and any successor provision, as appropriate.

“Syndication Agent” shall have the meaning assigned to such term in the preamble hereto.

“Tax Return” shall mean all returns, statements, filings, attachments and other documents or certifications required to be filed in respect of Taxes.

“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings, payroll, social security, employment and unemployment taxes, assessments, fees or other charges imposed by any Taxing Authority, including any interest, additions to tax or penalties applicable thereto.


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“Taxing Authority” shall mean any governmental entity of any jurisdiction or political subdivision thereof with the authority to impose, assess, and collect Taxes and engage in activities of a similar nature with respect to such Taxing Authority.

“Term Loans” shall have the meaning assigned to such term in Section 2.01(b).

“Term Loan Commitments” shall mean the Canadian Term Loan Commitments and the U.S. Term Loan Commitments, collectively.

“Term Loan Priority Collateral” shall mean all “Term Loan Priority Collateral” as defined in the Intercreditor Agreement.

“Term Loan Repayment Date” shall have the meaning assigned to such term in Section 2.09.

“Test Period” shall mean, at any time, the four consecutive fiscal quarters of Canadian Borrower then last ended (in each case taken as one accounting period).

“Title Company” shall mean any title insurance company as shall be retained by Borrower and reasonably acceptable to the Administrative Agent.

“Title Policy” shall have the meaning assigned to such term in Section 4.01(o)(iii).

“Transaction Documents” shall mean the Loan Documents (other than Hedging Agreements) and the Revolving Credit Loan Documents.

“Transactions” shall mean, collectively, the transactions to occur on or prior to the Closing Date pursuant to the Transaction Documents, including (a) the execution, delivery and performance of the Loan Documents and the initial borrowings hereunder; (b) the Refinancing; (c) the execution, delivery and performance of the Revolving Credit Loan Documents and the borrowings thereunder; and (d) the payment of all fees and expenses to be paid on or prior to the Closing Date and owing in connection with the foregoing.

“Transferred Guarantor” shall have the meaning assigned to such term in Section 7.09.

“Type,” when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBOR Rate or the Alternate Base Rate.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time (except as otherwise specified) in any applicable state or jurisdiction.

“U.K. Guarantor” shall mean each Subsidiary of Holdings incorporated in England and Wales party hereto as a Guarantor, and each other Subsidiary of Holdings incorporated in England and Wales that is required to become a Guarantor pursuant to the terms hereof.


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“U.K. Security Agreement” shall mean, collectively, any Security Agreement substantially in the form of Exhibits M-3-1 to 3 among the U.K. Guarantors and the Collateral Agent for the benefit of the Secured Parties, including the U.K. Share Charge.

“U.K. Share Charge” shall mean shall mean a Security Agreement in substantially the form of Exhibit M-3-2, among Canadian Borrower and the Collateral Agent.

“United States” shall mean the United States of America.

“Unrestricted Grantors” shall mean Loan Parties that are not Restricted Grantors.

“U.S. Borrower” shall have the meaning assigned to such term in the preamble hereto.

“U.S. Guarantor” shall mean each Subsidiary of Holdings organized in the United States, any state thereof or the District of Columbia, party hereto as a Guarantor, and each other Subsidiary of Holdings organized in the United States, any state thereof or the District of Columbia that is required to become a Guarantor pursuant to the terms hereof.

“U.S. Loan Parties” shall mean the U.S. Borrower and the U.S. Guarantors.

“U.S. Security Agreement” shall mean a Security Agreement substantially in the form of Exhibit M-1 among Canadian Borrower, the U.S. Loan Parties and the Collateral Agent for the benefit of the Secured Parties.

“U.S. Term Loan” shall have the meaning assigned to such term in Section 2.01(a).

“U.S. Term Loan Commitment” shall mean shall mean, with respect to each Lender, the commitment, if any, of such Lender to make U.S. Term Loans hereunder up to the amount set forth on Schedule I to the Lender Addendum executed and delivered by such Lender directly under the column entitled “U.S. Term Loan Commitment” or in an Increase Joinder. The aggregate amount of the Lenders’ U.S. Term Loan Commitments on the Closing Date is $660 million.

“Voting Stock” shall mean, with respect to any person, any class or classes of Equity Interests pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the Board of Directors of such person.

“Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“Wholly Owned Subsidiary” shall mean, as to any person, (a) any corporation 100% of whose capital stock (other than directors’ qualifying shares) is at the time owned by such person and/or one or more Wholly Owned Subsidiaries of such person and (b) any partnership,


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association, joint venture, limited liability company or other entity in which such person and/or one or more Wholly Owned Subsidiaries of such person have a 100% equity interest at such time.

“Wind-Up” shall have the meaning assigned to such term in Section 6.05(g), and the term “Winding-Up” shall have a meaning correlative thereto.

“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“525 Amortization Amount” shall have the meaning assigned to such term in Section 2.09(b).

“525 Catch-Up Date” shall mean, with respect to any Loan, the date that is five (5) years plus a day following the date of borrowing thereof.

“525 Collateral Account” shall have the meaning assigned to such term in Section 2.09(b).

“525 Prepayment Amount” shall have the meaning assigned to such term in Section 2.10(h)(vi).

SECTION 1.02 Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “U.S. Term Loan” or a “Canadian Term Loan”) or by Type (e.g., a “Eurocurrency Loan”) or by Class and Type (e.g., a “Eurocurrency U.S. Term Loan” or “Eurocurrency Canadian Term Loan”). Borrowings also may be classified and referred to by Class (e.g., a “U.S. Term Loan Borrowing”) or by Type (e.g., a “Eurocurrency Borrowing”) or by Class and Type (e.g., a “Eurocurrency U.S. Term Loan Borrowing”).

SECTION 1.03 Terms Generally; Currency Translation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any Loan Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any person shall be construed to include such person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time, (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all


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tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (g) “on,” when used with respect to the Mortgaged Property or any property adjacent to the Mortgaged Property, means “on, in, under, above or about.” For purposes of this Agreement and the other Loan Documents, where the permissibility of a transaction or determinations of required actions or circumstances depend upon compliance with, or are determined by reference to, amounts stated in dollars, such amounts shall be deemed to refer to Dollars or Dollar Equivalents and any requisite currency translation shall be based on the Spot Selling Rate in effect on the Business Day immediately preceding the date of such transaction or determination and the permissibility of actions taken under Article VI shall not be affected by subsequent fluctuations in exchange rates (provided that if Indebtedness is incurred to refinance other Indebtedness, and such refinancing would cause the applicable dollar denominated limitation to be exceeded if calculated at the Spot Selling Rate in effect on the Business Day immediately preceding the date of such refinancing, such dollar denominated restriction shall be deemed not to have been exceeded so long as (x) such refinancing Indebtedness is denominated in the same currency as such Indebtedness being refinanced and (y) the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced except as permitted by the definition of Permitted Refinancing Indebtedness). For purposes of this Agreement and the other Loan Documents, the word “foreign” shall refer to jurisdictions other than the United States, the states thereof and the District of Columbia. From and after the effectiveness of the Permitted Holdings Amalgamation (x) all references to Canadian Borrower in any Loan Document shall refer to the Successor Canadian Borrower and (y) all references to Holdings or Parent Guarantor in any Loan Document shall refer to AV Metals.

SECTION 1.04 Accounting Terms; GAAP. Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and all terms of an accounting or financial nature shall be construed and interpreted in accordance with GAAP, as in effect from time to time unless otherwise agreed to by Administrative Borrower and the Required Lenders; provided that (i) if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Administrative Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and Administrative Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) Administrative Borrower shall provide to the Administrative Agent and the Lenders any documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

SECTION 1.05 Resolution of Drafting Ambiguities. Each Loan Party acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of the Loan Documents to which it is a party, that it and its counsel reviewed and participated in the preparation and negotiation hereof and thereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation hereof or thereof.


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ARTICLE II.

THE CREDITS

SECTION 2.01 Commitments.

(a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender with a U.S. Term Loan Commitment agrees, severally and not jointly, to make a Term Loan in Dollars to the U.S. Borrower (each, a “U.S. Term Loan”) on the Closing Date in the principal amount not to exceed its U.S. Term Loan Commitment.

(b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender with a Canadian Term Loan Commitment agrees, severally and not jointly, to make a Term Loan in Dollars to Canadian Borrower (each, a “Canadian Term Loan” and, together with the U.S. Term Loans, the “Term Loans” and each being called a “Term Loan”) on the Closing Date in the principal amount not to exceed its Canadian Term Loan Commitment.

SECTION 2.02 Loans.

(a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Each Borrowing shall be in an aggregate principal amount that is not less than (and in integral amounts consistent with) the Minimum Amount.

(b) Subject to Section 2.11 and Section 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurocurrency Loans as Administrative Borrower may request pursuant to Section 2.03; provided that all Loans comprising the same Borrowing shall at all times be of the same Type. Each Lender may at its option make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than eight (8) Eurocurrency Borrowings of U.S. Term Loans or more than four (4) Eurocurrency Borrowings of Canadian Term Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.

(c) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 11:00 a.m., New York City time, and the


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Administrative Agent shall promptly credit the amounts so received to an account of the applicable Borrower as directed by Administrative Borrower in the applicable Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders.

(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and such Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Interbank Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and the applicable Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

(e) Notwithstanding anything to the contrary contained herein, no Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Final Maturity Date.

SECTION 2.03 Borrowing Procedure.

(a) To request a Borrowing, Administrative Borrower, on behalf of the applicable Borrower, shall deliver, by hand delivery, telecopier or, to the extent separately agreed by the Administrative Agent, by an electronic communication in accordance with the second sentence of Section 11.01(b) and the second paragraph of Section 11.01(d), a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of the proposed Borrowing, or (ii) in the case of an ABR Borrowing, not later than 9:00 a.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02:

(i) the aggregate amount of such Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;


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(iii) whether such Borrowing shall constitute a Borrowing of U.S. Term Loans or Canadian Term Loans;

(iv) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;

(v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;

(vi) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c);

(vii) in the case of the initial Credit Extension hereunder or under any Incremental Term Loan Commitments, that the conditions set forth in Section 4.02(b) — (d) have been satisfied as of the date of the notice.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then Administrative Borrower on behalf of the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

(b) Appointment of Administrative Borrower. Each Borrower hereby irrevocably appoints and constitutes Administrative Borrower as its agent to request Loans pursuant to this Agreement in the name or on behalf of such Borrower. The Administrative Agent and Lenders may disburse the Loans to such bank account of Administrative Borrower or a Borrower or otherwise make such Loans to a Borrower as Administrative Borrower may designate or direct, without notice to any other Borrower or Guarantor. Administrative Borrower hereby accepts the appointment by Borrowers to act as the agent of Borrowers and agrees to ensure that the disbursement of any Loans to a Borrower requested by or paid to or for the account of such Borrower shall be paid to or for the account of such Borrower. Each Borrower hereby irrevocably appoints and constitutes Administrative Borrower as its agent to receive statements on account and all other notices from the Agents and Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Loan Documents, including the Intercreditor Agreement. Any notice, election, representation, warranty, agreement or undertaking by or on behalf of any other Borrower by Administrative Borrower shall be deemed for all purposes to have been made by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made directly by such Borrower. No purported termination of the appointment of Administrative Borrower as agent as aforesaid shall be effective, except after ten (10) days’ prior written notice to the Administrative Agent and appointment by the Borrowers of a replacement Administrative Borrower.

SECTION 2.04 Repayment of Loans; Evidence of Debt.


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(a) Promise to Repay. The U.S. Borrower hereby unconditionally promises to pay to the Administrative Agent, for the account of each applicable Lender, the then unpaid principal amount of each U.S. Term Loan of such Lender on the Final Maturity Date. Canadian Borrower hereby unconditionally promises to pay to the Administrative Agent, for the account of each applicable Lender, the then unpaid principal amount of each Canadian Term Loan of such Lender on the Final Maturity Date. All payments or repayments of Loans made pursuant to this Section 2.04(a) shall be made in Dollars.

(b) Lender and Administrative Agent Records. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Borrower to which such Loan is made, the Type and Class thereof and the Interest Period applicable thereto; (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. The entries made in the accounts maintained pursuant to this paragraph shall be prima facie evidence of the existence and amounts of the obligations therein recorded as well as the Borrower which received such Loans; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of any Borrower to repay the Loans in accordance with their terms.

(c) Promissory Notes. Any Lender by written notice to Administrative Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note. In such event, the applicable Borrower or Borrowers shall prepare, execute and deliver to such Lender one or more promissory notes payable to such Lender or its registered assigns in the form of Exhibit K-1 or K-2, as the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 11.04) be represented by one or more promissory notes in such form payable to such payee or its registered assigns.

SECTION 2.05 Fees.

(a) Fees. Canadian Borrower agrees to pay or to cause the applicable Borrower to pay all Fees payable pursuant to the Fee Letter, in the amounts and on the dates set forth therein.

(b) All Fees shall be paid on the dates due, in immediately available funds in dollars, to the Administrative Agent. Once paid, none of the Fees shall be refundable under any circumstances.

SECTION 2.06 Interest on Loans.

(a) ABR Loans. Subject to the provisions of Section 2.06(c), the Loans comprising each ABR Borrowing shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin in effect from time to time.


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(b) Eurocurrency Loans. Subject to the provisions of Section 2.06(c), the Loans comprising each Eurocurrency Borrowing shall bear interest at a rate per annum equal to the Adjusted LIBOR Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin in effect from time to time.

(c) Default Rate. Notwithstanding the foregoing, if at any time any principal of or interest on any Loan or any fee or other amount payable by the Loan Parties hereunder has not been paid when due, whether at stated maturity, upon acceleration or otherwise and for so long as such amounts have not been paid, all Obligations shall, to the extent permitted by applicable law, bear interest, after as well as before judgment, at a per annum rate equal to (i) in the case of principal of or interest on any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.06 or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in Section 2.06(a) (in either case, the “Default Rate”).

(d) Interest Payment Dates. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to Section 2.06(c) shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e) Interest Calculation. All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and, in each case, shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBOR Rate shall be determined by the Administrative Agent in accordance with the provisions of this Agreement and such determination shall be conclusive absent manifest error.

(f) Currency for Payment of Interest. All interest paid or payable pursuant to this Section 2.06 shall be paid in Dollars.

SECTION 2.07 Termination of Commitments. The Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Closing Date.

SECTION 2.08 Interest Elections.

(a) Generally. Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, Administrative Borrower may elect to convert such Borrowing to an ABR Borrowing or to rollover or continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section. Administrative Borrower may elect different options with respect to different portions (not less than the Minimum Amount) of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising


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such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. Notwithstanding anything to the contrary, Borrowers shall not be entitled to request any conversion, rollover or continuation that, if made, would result in more than eight (8) Eurocurrency Borrowings of U.S. Term Loans or more than four (4) Eurocurrency Borrowings of Canadian Term Loans outstanding hereunder at any one time.

(b) Interest Election Notice. To make an election pursuant to this Section, Administrative Borrower shall deliver, by hand delivery or telecopier, a duly completed and executed Interest Election Request to the Administrative Agent not later than the time that a Borrowing Request would be required under Section 2.03 if Administrative Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each Interest Election Request shall be irrevocable. Each Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, or if outstanding Borrowings are being combined, allocation to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;

(iv) if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated, as applicable, by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration.

Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(c) Automatic Conversion to ABR Borrowings. If an Interest Election Request with respect to a Eurocurrency Borrowing is not timely delivered prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing, the Administrative Agent or the Required Lenders may require, by notice to Administrative Borrower, that (i) no outstanding Borrowing may be converted to or continued as a Eurocurrency Borrowing and (ii) unless repaid, each Eurocurrency Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.


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SECTION 2.09 Amortization of Term Loan Borrowings.

(a) U.S. Borrower shall pay to the Administrative Agent, for the account of the Lenders, on the dates set forth on Annex II, or if any such date is not a Business Day, on the immediately preceding Business Day (each such date, a “Term Loan Repayment Date”), a principal amount of the U.S. Term Loans equal to the amount set forth on Annex II for such date (as adjusted from time to time pursuant to Section 2.10(h)), together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. Canadian Borrower shall pay to the Administrative Agent, for the account of the Lenders, on each Term Loan Repayment Date, a principal amount of the Canadian Term Loans equal to the amount set forth on Annex II for such date (as adjusted from time to time pursuant to Section 2.10(h)), together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.

(b) Notwithstanding the foregoing provisions of this Section 2.09, if any scheduled repayment of Canadian Term Loans required under this Section 2.09 (together with the aggregate amount of all prior (x) prepayments of Canadian Term Loans made pursuant to Section 2.10(d), (e) and (g), and Section 2.10(c) (to the extent arising from an Asset Sale of the type described in clause (b) of the definition thereof), and (y) scheduled repayments of Canadian Term Loans made pursuant to this Section 2.09) would result in more than 25.0% of the original outstanding principal amount of the Canadian Term Loans borrowed on any date being repaid on or before the applicable 525 Catch-Up Date, then, solely to the extent necessary to avoid such repayment within such time period, such repayment amount (a “525 Amortization Amount”) shall be applied first, to the prepayment of the U.S. Term Loans in accordance with clauses (iii) through (vi) of Section 2.10(h) and second, if no U.S. Term Loans are then outstanding, deposited in the 525 Collateral Account and applied in accordance with Section 2.10(j) on the first day following the 525 Catch-Up Date. The term “525 Collateral Account” shall mean a cash collateral account established with a financial institution reasonably satisfactory to the Administrative Agent (which shall not be a Lender or an Affiliate of a Lender) on terms and conditions (and subject to a Control Agreement) reasonably satisfactory to the Administrative Agent and will be subject to a First Priority security interest in favor of the Collateral Agent for the ratable benefit of the Secured Parties to secure the Obligations. Beneficial ownership of all funds held in the Prepayment Collateral Account will remain with Canadian Borrower and Canadian Borrower shall at all times be entitled to access such funds solely for purposes of (i) optional prepayments of Canadian Term Loans in accordance with Section 2.10(a), (ii) mandatory prepayments of Canadian Term Loans in accordance with Section 2.10(j) and (iii) Permitted Uses, and all gains, losses and income from the investment or use of such funds shall be for the account of, and, in the case of gains and income, shall be distributed to, Canadian Borrower.

(c) To the extent not previously paid, all U.S. Term Loans and all Canadian Term Loans shall be due and payable on the Final Maturity Date.

SECTION 2.10 Optional and Mandatory Prepayments of Loans.

(a) Optional Prepayments. Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, subject to the requirements of this Section 2.10; provided that each partial prepayment shall be in a principal amount that is not less than


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(and in integral amounts consistent with) the Minimum Amount or, if less, the outstanding principal amount of such Borrowing.

(b) Net Cash Proceeds Account. Subject to the terms of the Intercreditor Agreement, the Net Cash Proceeds of any Term Loan Priority Collateral arising from an Asset Sale or Casualty Event which Net Cash Proceeds are being reinvested in accordance with Sections 2.10(c) or (f), respectively, shall be deposited in one or more Net Cash Proceeds Accounts pending final application of such proceeds (and any products of such proceeds) in accordance with the terms hereof (provided that prior to such final application, and without affecting the Borrowers’ obligations under Sections 2.10(c) and (f), such proceeds may be utilized to make repayments of the Revolving Credit Loans without reducing Revolving Credit Commitments).

(c) Asset Sales. Not later than three (3) Business Days following the receipt of any Net Cash Proceeds of any Asset Sale by Holdings or any of its Subsidiaries, Borrowers shall make prepayments and prepayment offers in accordance with Section 2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that:

(i) no such prepayment or prepayment offer shall be required under this Section 2.10(c) with respect to (A) any Asset Sale permitted by Section 6.06 other than clauses (b), (i) and (k) thereof, (B) the disposition of property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in less than $5 million in Net Cash Proceeds in any fiscal year; and

(ii) so long as no Event of Default shall then exist or would arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that Administrative Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds are expected to be reinvested in fixed or capital assets or to make Permitted Acquisitions (and, in the case of Net Cash Proceeds from an Asset Sale made pursuant to Section 6.06(k), such Net Cash Proceeds may also be used to make investments in joint ventures so long as a Company owns at least 50% of the Equity Interests in such joint venture) within 365 days following the date of such Asset Sale (which Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided that if all or any portion of such Net Cash Proceeds is not so reinvested within such 365-day period, such unused portion shall be applied on the last day of such period to mandatory prepayments and prepayment offers as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

(d) Debt Issuance or Preferred Stock Issuance. Not later than one (1) Business Day following the receipt of any Net Cash Proceeds of any Debt Issuance or Preferred Stock Issuance by Holdings or any of its Subsidiaries, Borrowers shall make prepayments in accordance with Section 2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that if, at the time of any such prepayment with the Net Cash Proceeds of any Preferred Stock Issuance pursuant to this Section 2.10(d) Excess Availability shall be less than $90 million immediately prior to or after giving effect to such prepayment and all extensions of credit under


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the Revolving Credit Agreement on such date, such prepayment shall be applied first, to the repayment of outstandings under the Revolving Credit Agreement until Excess Availability (after giving effect to all extensions of credit under the Revolving Credit Agreement on such date) equals $90 million and second, to the extent of any remaining amounts, to make prepayments in accordance with Sections 2.10(h) and (i).

(e) Equity Issuance. Not later than three (3) Business Days following the receipt of any Net Cash Proceeds of any Equity Issuance, Borrowers shall make prepayments in accordance with Section 2.10(h) and (i) in an aggregate amount equal to 50% of such Net Cash Proceeds; provided, however, that if on the date of such Equity Issuance, (i) no Default has occurred and is continuing and (ii) the Senior Secured Leverage Ratio is less than 3.0 to 1.0, then no such prepayment shall be required to be made in respect of such Equity Issuance; provided, further, that this clause (e) shall not apply to the proceeds of any Qualified Capital Stock issued by Holdings after the Closing Date to the Acquiror or any of its Affiliates; and provided, further, that if, at the time of any such prepayment pursuant to this Section 2.10(e) Excess Availability shall be less than $90 million immediately prior to or after giving effect to such prepayment and all extensions of credit under the Revolving Credit Agreement on such date, such prepayment shall be applied first, to the repayment of outstandings under the Revolving Credit Agreement until Excess Availability (after giving effect to all extensions of credit under the Revolving Credit Agreement on such date) equals $90 million and second, to the extent of any remaining amounts, to make prepayments in accordance with Sections 2.10(h) and (i).

(f) Casualty Events. Not later than three (3) Business Days following the receipt of any Net Cash Proceeds from a Casualty Event by Holdings or any of its Subsidiaries, Borrowers shall make prepayments and prepayment offers in accordance with Section 2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that:

(i) so long as no Event of Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that (A) in the event such Net Cash Proceeds exceed $1 million but shall not exceed $20 million, Administrative Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such proceeds are expected to be used, or (B) in the event that such Net Cash Proceeds exceed $20 million, the Administrative Agent (to the extent such Casualty Event relates to Term Loan Priority Collateral) has agreed by notice to Administrative Borrower on or prior to such date to allow such proceeds to be used, in each case, to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than 365 days following the date of receipt of such proceeds; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and

(ii) if any portion of such Net Cash Proceeds shall not be so applied within such 365-day period, such unused portion shall be applied on the last day of such period to mandatory prepayments and prepayment offers as provided in this Section 2.10(f).


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(g) Excess Cash Flow. No later than five (5) Business Days after the earlier of (i) 90 days after the end of each Excess Cash Flow Period and (ii) the date on which the financial statements with respect to such fiscal year in which such Excess Cash Flow Period occurs are delivered pursuant to Section 5.01(a), Borrower shall make prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to 50% of Excess Cash Flow for the Excess Cash Flow Period then ended; provided, however, that if (i) on the date such prepayment is required to be made, no Event of Default has occurred and is continuing, and (ii) the Senior Secured Leverage Ratio, as of the last day of such Excess Cash Flow Period, is less than 3.0 to 1.0, then such percentage shall be 25%.

(h) Application of Prepayments and Prepayment Offers. (i) In the event any optional prepayment, or any mandatory prepayment pursuant to Section 2.10(d), (e) or (g) or Section 2.10(c) (to the extent arising from an Asset Sale of the type described in clause (b) of the definition thereof) is made at a time when Term Loan Borrowings of more than one Class remain outstanding, the aggregate amount of such prepayment shall be allocated between the U.S. Term Loans and the Canadian Term Loans in the manner directed by Administrative Borrower.

(ii) Amounts required to be applied to mandatory prepayments and prepayment offers pursuant to Section 2.10(c) (except to the extent arising from an Asset Sale of the type described in clause (b) of the definition thereof) and (f) shall be allocated between the U.S. Term Loans and the Canadian Term Loans in the manner directed by Administrative Borrower. Amounts allocated in respect of the U.S. Term Loans shall be applied as mandatory prepayments as set forth below in this Section 2.10(h) and amounts allocated in respect of Canadian Term Loans shall be offered for prepayment as set forth in Section 2.10(i)(ii).

(iii) Prior to any optional or mandatory prepayment and/or prepayment offer hereunder, Administrative Borrower shall select the Borrowing or Borrowings to be prepaid and/or offered to be prepaid and shall specify such selection in the notice of such prepayment and/or prepayment offer pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h); provided that after an Event of Default has occurred and is continuing or after the acceleration of the Obligations, Section 8.03 shall apply.

(iv) Any prepayments of any Class of Term Loans pursuant to Section 2.10(a), (c), (d), (e), (f), (g) and (j) shall be applied to reduce scheduled repayments of such Class of Term Loans required under Section 2.09 on a pro rata basis among the repayments of such Class remaining to be made on each Term Loan Repayment Date.

(v) Amounts to be applied pursuant to this Section 2.10 to the prepayment of Term Loans (including any amounts in respect of prepayment offers that have been accepted by Lenders) shall be applied first to reduce outstanding ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurocurrency Loans.

(vi) Notwithstanding any of the foregoing, (A) if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Administrative Borrower, the Excess Amount shall be either (1) deposited in an


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escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurocurrency Loans on the last day of the then next-expiring Interest Period for Eurocurrency Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (2) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13 and (B) if any prepayment of Canadian Term Loans required under Section 2.10(d), (e) or (g) or Section 2.10(c) (to the extent arising from an Asset Sale of the type described in clause (b) of the definition thereof) (together with the aggregate amount of all prior (x) prepayments of Canadian Term Loans made pursuant to Section 2.10(d), (e) and (g) and Section 2.10(c) (to the extent arising from an Asset Sale of the type described in clause (b) of the definition thereof) and (y) scheduled repayments of Canadian Term Loans made pursuant to Section 2.09) would result in more than 25.0% of the original outstanding principal amount of the Canadian Term Loans borrowed on any date being repaid on or before the applicable 525 Catch-Up Date, then, solely to the extent necessary to avoid such repayment within such time period, such prepayment amount (a “525 Prepayment Amount”) shall be applied first, to the prepayment of the U.S. Term Loans in accordance with clauses (iii) through (vi) of Section 2.10(h) and second, if no U.S. Term Loans are then outstanding, deposited in the 525 Collateral Account and applied in accordance with Section 2.10(j) on the first day following the 525 Catch-Up Date (and, prior to such date, as permitted by the final sentence of Section 2.09(b)).

(i) Notice of Prepayments and Prepayment Offers. (i) Administrative Borrower shall notify the Administrative Agent by written notice of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment, and (B) in the case of prepayment of a ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment. Each such notice shall be irrevocable. Each such notice shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof.

(ii) With respect to any amounts in respect of the Net Cash Proceeds of Asset Sales or Casualty Events that are allocated to Canadian Term Loans pursuant to Section 2.10(h)(ii) (such amounts, the “Prepayment Offer Amounts”), Administrative Borrower will, on the applicable payment date specified in Section 2.10(c) or (f), as the case may be, notify the Administrative Agent by telephonic notice (promptly confirmed in writing) specifying the Type of each Canadian Term Loan being offered to be prepaid and the principal amount of each such Loan (or portion thereof) being offered to be prepaid, and shall provide to each Lender that holds a Canadian Term Loan notice of such prepayment offer (each, a “Prepayment Offer Notice”). Each Prepayment Offer Notice shall (A) include an offer by Canadian Borrower to prepay on the date that is five (5) Business Days after the date of the Prepayment Offer Notice, the relevant Canadian Term Loans of such Lender in an amount equal to the portion of the Prepayment Offer Amount indicated in such Lender’s Prepayment Offer Notice as being applicable to such


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Lender’s Canadian Term Loans (which shall equal such Lender’s ratable share of the Prepayment Offer Amounts, based on the proportion that such Lender’s Canadian Tem Loans bears to all Canadian Term Loans), (B) specify the principal amount of each Borrowing or portion thereof being offered to be prepaid and (C) set forth the option of such Lender to (x) accept or decline such offer or (y) accept such offer and accept or decline Prepayment Offer Amounts declined by other Lenders. Each such Lender shall notify the Administrative Agent no later than 12:00 Noon, New York City time on the second Business Day immediately preceding the date on which such prepayment is to be made of its intent to accept such offer for prepayment or decline such offer (and, if such offer is accepted by such Lender, the amount of Canadian Term Loans with respect to which such Lender shall elect to accept the offer of prepayment and whether such Lender shall accept Prepayment Offer Amounts declined by other Lenders); provided that to the extent any such Lender shall not notify the Administrative Agent by such time, such Lender shall be deemed to have accepted such offer for prepayment and not elected to accept any such declined Prepayment Offer Amounts. After application of Prepayment Offer Amounts to mandatory prepayments of the Canadian Term Loans pursuant to this Section, and to the extent there are Prepayment Offer Amounts remaining after such application, an amount equal to the total of such amounts shall be applied to the prepayment of the U.S. Term Loans in accordance with clauses (iii) through (vi) of Section 2.10(h).

(iii) Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Credit Extension of the same Type as provided in Section 2.02(a), except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing and otherwise in accordance with this Section 2.10. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.06.

(j) On the first day following the 525 Catch-Up Date with respect to any Canadian Term Loans, such Canadian Term Loans shall be prepaid, in accordance with clauses (iii) through (vi) of Section 2.10(h), in an amount equal to the aggregate of all 525 Amortization Amounts and 525 Prepayment Amounts originally deposited in the 525 Collateral Account in respect of prepayments and amortization payments on such Canadian Term Loans (and without regard to the amount actually on deposit on the 525 Collateral Account at such time); provided that the amount of any such prepayment shall be decreased by the amount of any optional prepayments of such Canadian Term Loans made with funds held in the 525 Collateral Account.

SECTION 2.11 Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing:

(a) the Administrative Agent determines (which determination shall be final and conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBOR Rate for such Interest Period; or

(b) the Administrative Agent is advised in writing by the Required Lenders that the Adjusted LIBOR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;


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then the Administrative Agent shall give written notice thereof to Administrative Borrower and the Lenders as promptly as practicable thereafter and, until the Administrative Agent notifies Administrative Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Borrowing, such Borrowing shall be made as an ABR Borrowing.

SECTION 2.12 Yield Protection; Change in Law Generally.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in, by any Lender (except any reserve requirement reflected in the Adjusted LIBOR Rate);

(ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Eurocurrency Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.15 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or

(iii) impose on any Lender or the interbank market any other condition, cost or expense affecting this Agreement or Eurocurrency Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then, upon request of such Lender, Borrowers will pay to such Lender, as the case may be, such additional amount or amounts as will compensate such Lender, as the case may be, for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender determines (in good faith, but in its sole absolute discretion) that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time Borrowers will pay to such Lender, as the case may be, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.12 and delivered to Administrative


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Borrower shall be conclusive absent manifest error. Borrowers shall pay such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) Business Days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrowers shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender, as the case may be, notifies Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

(e) Change in Legality Generally. Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan, then, upon written notice by such Lender to Administrative Borrower and the Administrative Agent:

(i) the Commitments of such Lender (if any) to fund the affected Type of Loan shall immediately terminate; and

(ii) (x) such Lender may declare that Eurocurrency Loans will not thereafter (for the duration of such unlawfulness) be continued for additional Interest Periods and ABR Loans will not thereafter (for such duration) be converted into Eurocurrency Loans, whereupon any request to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period shall, as to such Lender only, be deemed a request to continue an ABR Loan as such, or to convert a Eurocurrency Loan into an ABR Loan, as the case may be, unless such declaration shall be subsequently withdrawn and (y) all such outstanding Eurocurrency Loans made by such Lender shall be automatically converted to ABR Loans on the last day of the then current Interest Period therefor or, if earlier, on the date specified by such Lender in such notice (which date shall be no earlier than the last day of any applicable grace period permitted by applicable law).

SECTION 2.13 Breakage Payments. In the event of (a) the payment or prepayment, whether optional or mandatory, of any principal of any Eurocurrency Loan earlier than the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan earlier than the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Term Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Eurocurrency Loan earlier than the last day of the Interest Period applicable thereto as a result of a request by Administrative Borrower pursuant to Section 2.16(c), then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of any Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not


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occurred, at the Adjusted LIBOR Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan) (excluding, however, the Applicable Margin included therein, if any), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits of a comparable currency, amount and period from other banks in the applicable interbank market. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.13 shall be delivered to Administrative Borrower (with a copy to the Administrative Agent) and shall be conclusive and binding absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within five (5) days after receipt thereof.

SECTION 2.14 Payments Generally; Pro Rata Treatment; Sharing of Setoffs.

(a) Payments Generally. Each Loan Party shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest or fees, or of amounts payable under Section 2.12, Section 2.13, Section 2.15, Section 2.16 or Section 11.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 2:00 p.m., New York City time), on the date when due, in immediately available funds, without setoff, deduction or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx, except that payments pursuant to Section 2.12, Section 2.13, Section 2.15, Section 2.16 and Section 11.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under each Loan Document shall be made in dollars, except as expressly specified otherwise.

(b) Pro Rata Treatment.

(i) Each payment by Borrowers of interest in respect of the Loans of any Class shall be applied to the amounts of such obligations owing to the Lenders pro rata according to the respective amounts then due and owing to the Lenders, except in the case of holders of Canadian Term Loans that have declined prepayment offers with respect to interest on the principal amount prepaid in such offer.

(ii) Each payment by Borrowers on account of principal of the Borrowings of any Class shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Class then held by the Lenders, except in the case of holders of Canadian Term Loans that have declined prepayment offers.


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(c) Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(d) Sharing of Set-Off. Subject to the terms of the Intercreditor Agreement, if any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other Obligations resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by any Loan Party pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to any Loan Party or any Subsidiary thereof (as to which the provisions of this paragraph shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(d) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(d) to share in the benefits of the recovery of such secured claim.

(e) Borrower Default. Unless the Administrative Agent shall have received notice from Administrative Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the applicable Borrower will not make such payment, the Administrative Agent may assume that the applicable Borrower have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, as the case may be, the amount due. In such event, if the


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applicable Borrower have not in fact made such payment, then each of the Lenders, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Interbank Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(f) Lender Default. If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.02(c), Section 2.14(e) or Section 11.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

SECTION 2.15 Taxes.

(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Loan Parties hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided that if any Loan Party shall be required by applicable Requirements of Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) such Loan Party shall increase the sum payable as necessary so that after all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section) each Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable Loan Party shall make such deductions and (iii) the applicable Loan Party shall timely pay the full amount deducted to the relevant Taxing Authority in accordance with applicable Requirements of Law.

(b) Payment of Other Taxes by Borrowers. Without limiting the provisions of paragraph (a) above, each Loan Party shall timely pay any Other Taxes to the relevant Taxing Authority in accordance with applicable Requirements of Law.

(c) Indemnification by Loan Parties. Each Loan Party shall indemnify each Agent and each Lender, within ten (10) Business Days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by such Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Taxing Authority. A certificate as to the amount of such payment or liability delivered to Administrative Borrower by a Lender (with a copy to the Administrative Agent), or by an Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. No Borrower shall be obliged to provide indemnity under this Section where the Indemnified Tax or Other Tax in question is (i) compensated for by an increased payment under Sections 2.12(a)(ii) or 2.15(a) or (ii) would have been compensated for by an increased payment under Section 2.15(a) but was not so compensated solely because of one of the exclusions in that Section.


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(d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Loan Party to a Taxing Authority, the relevant Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Taxing Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Status of Lenders. Any Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the applicable Loan Party is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall, to the extent it may lawfully do so, deliver to Administrative Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable Requirements of Law or reasonably requested by Administrative Borrower or the Administrative Agent (and from time to time thereafter, as requested by Administrative Borrower or Administrative Agent), such properly completed and executed documentation prescribed by applicable Requirements of Law or any subsequent replacement or substitute form that may lawfully be provided as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Requirements of Law or reasonably requested by Administrative Borrower or the Administrative Agent as will enable the applicable Loan Parties or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements; provided, however, that Administrative Borrower may treat any Agent or Lender as an “exempt recipient” based on the indicators described in Treasury Regulations Section 1.6049-4(c) and if it may be so treated, such Agent or Lender shall not be required to provide such documentation, except to the extent such documentation is required pursuant to the Treasury Regulations promulgated under the Code Section 1441.

Each Lender which so delivers any document requested by Administrative Borrower or Administrative Agent in this Section 2.15(e) further undertakes to deliver to Administrative Borrower (with a copy to Administrative Agent), upon request of Administrative Borrower or Administrative Agent, copies of such requested form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by Administrative Borrower or Administrative Agent, in each case, unless an event (including any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required that renders all such forms inapplicable or that would prevent such Lender from duly completing and delivering any such form with respect to it. For avoidance of doubt, Borrowers shall not be required to pay additional amounts to any Lender or Administrative Agent pursuant to this Section 2.15(e) to the extent the obligation to pay such additional amount would not have arisen but for the failure of such Lender or Administrative Agent to comply with this paragraph.

(f) Treatment of Certain Refunds. If an Agent or a Lender determines, in its sole discretion, that it has received a refund of, credit against, relief or remission for any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Loan Parties or with respect to which any Loan Party has paid additional amounts pursuant to this Section or Section 2.12(a)(ii), it shall pay to such Loan Party an amount equal to such refund, credit, relief or remission (but


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only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or any additional amounts under Section 2.12(a)(ii)), net of all reasonable and customary out-of-pocket expenses of such Agent or Lender, as the case may be, and without interest (other than any interest paid by the relevant Taxing Authority with respect to such refund or any additional amounts under Section 2.12(a)(ii)); provided that each Loan Party, upon the request of such Agent or such Lender, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Taxing Authority) to such Agent or such Lender in the event such Agent or such Lender is required to repay such refund to such Taxing Authority. Nothing in this Agreement shall be construed to require any Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party or any other person. Notwithstanding anything to the contrary, in no event will any Agent or any Lender be required to pay any amount to any Loan Party the payment of which would place such Agent or such Lender in a less favorable net after-tax position than such Agent or such Lender would have been in if the additional amounts giving rise to such refund of any Indemnified Taxes or Other Taxes had never been paid.

(g) Co-operation. Notwithstanding anything to the contrary in Section 2.15(e), with respect to non-U.S. withholding taxes, the Administrative Agent, the relevant Lender(s) (at the written request of the relevant Loan Party) and the relevant Loan Party shall, co-operate in completing any procedural formalities necessary (including delivering any documentation prescribed by the applicable Requirement of Law and making any necessary reasonable approaches to the relevant Taxing Authorities) for the relevant Loan Party to obtain authorization to make a payment to which the Administrative Agent or such Lender(s) is entitled without a deduction or withholding for, or on account of, Taxes; provided, however, that none of the Administrative Agent or any Lender shall be required to provide any documentation that it is not legally entitled to provide, or take any action that, in the Administrative Agent’s or the relevant Lender’s reasonable judgment, would subject the Administrative Agent or such Lender to any material unreimbursed costs or otherwise be disadvantageous to it in any material respect.

(h) Tax Returns. If, as a result of executing a Loan Document, entering into the transactions contemplated thereby or with respect thereto, receiving a payment or enforcing its rights thereunder, any Agent or any Lender is required to file a Tax Return in a jurisdiction in which it would not otherwise be required file, the Loan Parties shall promptly provide such assistance as the relevant Agent or Lender shall reasonably request with respect to the completion and filing of such Tax Return. For clarification, any expenses incurred in connection with such filing shall be subject to Section 11.03.

SECTION 2.16 Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. Each Lender may at any time or from time to time designate, by written notice to the Administrative Agent, one or more lending offices (which, for this purpose, may include Affiliates of the respective Lender) for the various Loans made by such Lender; provided that to the extent such designation shall result, as of the time of such designation, in increased costs under Section 2.12 or Section 2.15 in excess of those which would be charged in the absence of the designation of a different lending office (including a different Affiliate of the respective Lender), then the Borrowers shall not be obligated to pay


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such excess increased costs (although the Borrowers, in accordance with and pursuant to the other provisions of this Agreement, shall be obligated to pay the costs which would apply in the absence of such designation and any subsequent increased costs of the type described above resulting from changes after the date of the respective designation). Each lending office and Affiliate of any Lender designated as provided above shall, for all purposes of this Agreement, be treated in the same manner as the respective Lender (and shall be entitled to all indemnities and similar provisions in respect of its acting as such hereunder). Each lending office and Affiliate of any Lender designated as provided above shall, for all purposes of this Agreement, be treated in the same manner as the respective Lender (and shall be entitled to all indemnities and similar provisions in respect of its acting as such hereunder). The proviso to the first sentence of this Section 2.16(a) shall not apply to changes in a lending office pursuant to Section 2.16(b) if such change was made upon the written request of the Administrative Borrower.

(b) Mitigation Obligations. If any Lender requests compensation under Section 2.12, or requires any Loan Party to pay any additional amount to any Lender or any Taxing Authority for the account of any Lender pursuant to Section 2.15, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or Section 2.15, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Each Loan Party hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. A certificate setting forth such costs and expenses submitted by such Lender to Administrative Borrower shall be conclusive absent manifest error.

(c) Replacement of Lenders. If any Lender requests compensation under Section 2.12, or if any Borrower is required to pay any additional amount to any Lender or any Taxing Authority for the account of any Lender pursuant to Section 2.15, or if any Lender defaults in its obligation to fund Loans hereunder, or if Administrative Borrower exercises its replacement rights under Section 11.02(d), then Borrowers may, at their sole expense and effort, upon notice by Administrative Borrower to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.04), all of its interests, rights and obligations under this Agreement and the other Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

(i) Borrowers or the assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 11.04(b);

(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.13), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers (in the case of all other amounts);


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(iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments thereafter; and

(iv) such assignment does not conflict with applicable Requirements of Law.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrowers to require such assignment and delegation cease to apply.

SECTION 2.17 [INTENTIONALLY OMITTED].

SECTION 2.18 [INTENTIONALLY OMITTED].

SECTION 2.19 Interest Act (Canada); Criminal Rate of Interest; Nominal Rate of Interest.

(a) Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Document, solely to the extent that a court of competent jurisdiction finally determines that the calculation or determination of interest or any fee payable by the any Canadian Loan Party in respect of the Obligations pursuant to this Agreement and the other Loan Documents shall be governed by the laws of any province of Canada or the federal laws of Canada, in no event shall the aggregate interest (as defined in Section 347 of the Criminal Code, R.S.C. 1985, c. C-46, as the same shall be amended, replaced or re-enacted from time to time, “Section 347”) payable by the Canadian Loan Parties to the Agents or any Lender under this Agreement or any other Loan Document exceed the effective annual rate of interest on the Credit advances (as defined in Section 347) under this Agreement or such other Loan Document lawfully permitted under Section 347 and, if any payment, collection or demand pursuant to this Agreement or any other Loan Document in respect of Interest (as defined in Section 347) is determined to be contrary to the provisions of Section 347, such payment, collection or demand shall be deemed to have been made by mutual mistake of the Agents, the Lenders and the Canadian Loan Parties and the amount of such payment or collection shall be refunded by the relevant Agents and Lenders to the applicable Canadian Loan Parties. For the purposes of this Agreement and each other Loan Document to which the Canadian Loan Parties are a party, the effective annual rate of interest payable by the Canadian Loan Parties shall be determined in accordance with generally accepted actuarial practices and principles over the term of the loans on the basis of annual compounding for the lawfully permitted rate of interest and, in the event of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the for the account of the Canadian Loan Parties will be conclusive for the purpose of such determination in the absence of evidence to the contrary.

(b) For the purposes of the Interest Act (Canada) and with respect to Canadian Loan Parties only:

(i) whenever any interest or fee payable by the Canadian Loan Parties is calculated using a rate based on a year of 360 days or 365 days, as the case may be, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate based on a year of 360 days or 365 days, as the case may be, (y) multiplied by


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the actual number of days in the calendar year in which such rate is to be ascertained and (z) divided by 360 or 365, as the case may be; and

(ii) all calculations of interest payable by the Canadian Loan Parties under this Agreement or any other Loan Document are to be made on the basis of the nominal interest rate described herein and therein and not on the basis of effective yearly rates or on any other basis which gives effect to the principle of deemed reinvestment of interest.

The parties hereto acknowledge that there is a material difference between the stated nominal interest rates and the effective yearly rates of interest and that they are capable of making the calculations required to determine such effective yearly rates of interest.

SECTION 2.20 [INTENTIONALLY OMITTED].

SECTION 2.21 [INTENTIONALLY OMITTED].

SECTION 2.22 [INTENTIONALLY OMITTED].

SECTION 2.23 Incremental Term Loan Commitments.

(a) Borrowers Request. The Borrowers may by written notice to the Administrative Agent elect to request the establishment of one or more new U.S. Term Loan Commitments and/or Canadian Term Loan Commitments (each, an “Incremental Term Loan Commitment”) (x) in an aggregate principal amount (for all Incremental Term Loan Commitments pursuant to this Section) not in excess of $400 million and (y) in an aggregate principal amount of not less than $25 million individually. Each such notice shall specify (i) the allocation of such Incremental Term Loan Commitments between the U.S. Term Loan Commitments and the Canadian Term Loan Commitments, (ii) the date on which the Borrowers propose that such Incremental Term Loan Commitments shall be effective (each, an “Increase Effective Date”), which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (iii) the identity of each Eligible Assignee to whom Borrowers propose any portion of such Incremental Term Loan Commitments be allocated and the amounts and Class of such allocations; provided that any existing Lender approached to provide all or a portion of any Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitments.

(b) Conditions. Such Incremental Term Loan Commitments shall become effective, as of such Increase Effective Date; provided that:

(i) each of the conditions set forth in Section 4.02 shall be satisfied;

(ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date;

(iii) after giving pro forma effect to the borrowings to be made on the Increase Effective Date and to any change in Consolidated EBITDA and any increase in Indebtedness resulting from the consummation of any Permitted Acquisition or other Investment concurrently


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with such borrowings, the Senior Secured Leverage Ratio at such date shall be not greater than 3.0 to 1.0; and

(iv) the Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

(c) Terms of Incremental Term Loans and Commitments. The terms and provisions of Loans made pursuant to the new Commitments shall be as follows:

(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (“Incremental Term Loans”) shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the existing Term Loans of the same Class;

(ii) the Weighted Average Life to Maturity of all Incremental Term Loans shall be no shorter than the Weighted Average Life to Maturity of the existing Term Loans of the same Class;

(iii) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the Final Maturity Date and, in the case of any Incremental Loans that are Canadian Term Loans, the maturity date of such Incremental Term Loans shall not be earlier than the 525 Catch-Up Date with respect to such Loans; and

(iv) the Applicable Margins for the Incremental Term Loans shall be determined by Borrower and the applicable new Lenders; provided, however, that the Net Yield for the Incremental Term Loans shall not be greater than the highest Net Yield (excluding interest payable at the Default Rate) that may, under any circumstances, be payable with respect to the Term Loans advanced on the Closing Date plus 50 basis points (and the Applicable Margins applicable to the Term Loans advanced on the Closing Date shall be increased to the extent necessary to achieve the foregoing; and provided that to the extent the Net Yield applicable to the Term Loans advanced on the Closing Date are so increased, the Net Yield on the Term Loans advanced after the Closing Date but prior to the relevant Increase Effective Date shall be increased (by increasing the per annum rate of interest applicable to such Term Loans) such that the difference between the Net Yield applicable to the Term Loans advanced on the Closing Date and such Term Loans remains constant (or, if such Net Yield of both such series of Term Loans was equal, such Net Yield remains equal)). “Net Yield”, for purposes of any Term Loans, shall mean the sum of (1) the per annum rate of interest applicable to such Term Loans (determined at the relevant Increase Effective Date) plus (2) any original issue discount offered to Lenders making such Term Loans amortized equally over the period from the date such Term Loans were made to the applicable maturity date of such Term Loans; provided that such original issue discount shall not be amortized over a period of greater than three years. All determinations by the Administrative Agent as to Net Yield or other matters contemplated by this Section 2.23 shall be conclusive absent manifest error.

The Incremental Term Loan Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Loan Parties, the Administrative Agent and each Lender making such Incremental Term Loan Commitment, in form and substance satisfactory to each of


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them. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.23. In addition, unless otherwise specifically provided herein, all references in Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Term Loans made pursuant to Incremental Term Loan Commitments made pursuant to this Agreement, and all references in Loan Documents to Commitments of a Class shall be deemed, unless the context otherwise requires, to include references to new Commitments of such Class made pursuant to this Agreement (for the avoidance of doubt, it being expressly understood and agreed that, inter alia, the provisions of Section 2.09(b) and Section 2.10(h)(vi)(B) shall apply to any Incremental Term Loans that are Canadian Term Loans).

(d) Making of New Term Loans. On any Increase Effective Date on which Incremental Term Loan Commitments are effective, subject to the satisfaction of the foregoing terms and conditions, each Lender of such Incremental Term Loan Commitments shall make a Term Loan to Borrower in an amount equal to its new Commitment.

(e) Equal and Ratable Benefit. The Loans and Commitments established pursuant to this paragraph shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to be perfected under the UCC, the PPSA or otherwise after giving effect to the establishment of any such Incremental Term Loan Commitments or any such new Term Loans.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

Each Loan Party represents and warrants to the Administrative Agent, the Collateral Agent, and each of the Lenders (with references to the Companies being references thereto after giving effect to the Transactions unless otherwise expressly stated) that:

SECTION 3.01 Organization; Powers. Each Company (a) is duly organized or incorporated (as applicable) and validly existing under the laws of the jurisdiction of its organization or incorporation (as applicable), (b) has all requisite organizational or constitutional power and authority to carry on its business as now conducted and to own and lease its property and (c) is qualified and in good standing (to the extent such concept is applicable in the applicable jurisdiction) to do business in every jurisdiction where such qualification is required, except in such jurisdictions where the failure to so qualify or be in good standing, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.02 Authorization; Enforceability. The Transactions to be entered into by each Loan Party are within such Loan Party’s organizational or constitutional powers and


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have been duly authorized by all necessary organizational or constitutional action on the part of such Loan Party. This Agreement has been duly executed and delivered by each Loan Party and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03 No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings necessary to perfect Liens created by the Loan Documents (as reflected in the applicable Perfection Certificate) and (iii) consents, approvals, registrations, filings, permits or actions the failure to obtain or perform which could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate the Organizational Documents of any Company, (c) will not violate any Requirement of Law, (d) will not violate or result in a default or require any consent or approval under any indenture, agreement or other instrument binding upon any Company or its property, or give rise to a right thereunder to require any payment to be made by any Company, except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, and (e) will not result in the creation or imposition of any Lien on any property of any Company, except Liens created by the Loan Documents and Permitted Liens. The execution, delivery and performance of the Loan Documents will not violate, or result in a default under, or require any consent or approval under, the Senior Notes, the Senior Note Documents, or the Revolving Credit Loan Documents.

SECTION 3.04 Financial Statements; Projections.

(a) Historical Financial Statements. Administrative Borrower has heretofore delivered to the Lenders the consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Canadian Borrower (i) as of and for the fiscal years ended 2005 and 2006, audited by and accompanied by the unqualified opinion of PricewaterhouseCoopers, independent public accountants, and (ii) as of and for the three-month period ended March 30, 2007, and for the comparable period of the preceding fiscal year, in each case, certified by the chief financial officer of Canadian Borrower. Such financial statements and all financial statements delivered pursuant to Section 5.01(a), Section 5.01(b) and Section 5.01(c) have been prepared in accordance with GAAP and present fairly in all material respects the financial condition and results of operations and cash flows of Canadian Borrower as of the dates and for the periods to which they relate.

(b) No Liabilities. Except as set forth in the most recent financial statements referred to in Section 3.04(a), as of the Closing Date there are no liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability, other than liabilities under the Loan Documents, the Revolving Credit Loan Documents and the Senior Notes. Since December 31, 2006, there has been no event, change, circumstance or


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occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

(c) Pro Forma Financial Statements. Borrowers have heretofore delivered to the Lenders in the Confidential Information Memorandum, Canadian Borrower’s unaudited pro forma consolidated capitalization table as of March 31, 2007, after giving effect to the Transactions as if they had occurred on such date. Such capitalization table has been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof to be reasonable), are based on the best information available to the Loan Parties as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects the pro forma capitalization of Holdings as of such date assuming the Transactions had occurred at such date, except as required to adjust for the final allocation as between the Term Loans and the Revolving Credit Loans.

(d) Forecasts. The forecasts of financial performance of Canadian Borrower and its subsidiaries furnished to the Lenders have been prepared in good faith by the Loan Parties and based on assumptions believed by the Loan Parties to reasonable.

SECTION 3.05 Properties.

(a) Generally. Each Company has good title to, valid leasehold interests in, or license of, all its property material to its business, free and clear of all Liens except for Permitted Liens. The property of the Companies, taken as a whole, (i) is in good operating order, condition and repair in all material respects (ordinary wear and tear excepted) and (ii) constitutes all the property which is required for the business and operations of the Companies as presently conducted.

(b) Real Property. Schedules 8(a) and 8(b) to the Perfection Certificate dated the Closing Date contain a true and complete list of each interest in Real Property (i) owned by any Loan Party as of the date hereof having fair market value of $1 million or more and describes the type of interest therein held by such Loan Party and whether such owned Real Property is leased to a third party and (ii) leased, subleased or otherwise occupied or utilized by any Loan Party, as lessee, sublessee, franchisee or licensee, as of the date hereof having annual rental payments of $1 million or more and describes the type of interest therein held by such Loan Party.

(c) No Casualty Event. No Company has as of the date hereof received any notice of, nor has any knowledge of, the occurrence or pendency or contemplation of any Casualty Event affecting all or any material portion of its property. No Mortgage encumbers improved Real Property located in the United States that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has been obtained in accordance with Section 5.04.

(d) Collateral. Each Company owns or has rights to use all of the Collateral used in, necessary for or material to each Company’s business as currently conducted, except where the failure to have such ownership or rights of use could not reasonably be expected to have a


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Material Adverse Effect. The use by each Company of such Collateral does not infringe on the rights of any person other than such infringement which could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No claim has been made and remains outstanding that any Company’s use of any Collateral does or may violate the rights of any third party that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

SECTION 3.06 Intellectual Property.

(a) Ownership/No Claims. Each Loan Party owns, or is licensed to use, all patents, software, trademarks, mask works, inventions, designs, trade names, service marks, copyrights, technology, trade secrets, proprietary information and data, domain names, know-how, processes and other comparable intangible rights necessary for the conduct of its business as currently conducted (“Intellectual Property”), except for those the failure to own or license which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. As of the date hereof, no material claim has been asserted and is pending by any person, challenging or questioning the use by any Loan Party of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does any Loan Party know of any valid basis for any such claim. The use of any Intellectual Property by each Loan Party, and the conduct of such Loan Party’s business as currently conducted, does not infringe or otherwise violate the rights of any person in respect of Intellectual Property, except for such claims and infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(b) Registrations. Except pursuant to non-exclusive licenses and other non-exclusive user agreements entered into by each Loan Party in the ordinary course of business, on and as of the date hereof (i) each Loan Party owns and possesses the right to use, and has not authorized or enabled any other person to use, any Intellectual Property listed on any schedule to the relevant Perfection Certificate, or any other Intellectual Property that is material to its business, and (ii) all registrations listed in Schedule 12(a) or 12(b) to the Perfection Certificate are valid and in full force and effect, in each case where the failure to do so or the absence thereof could reasonably be expected to have a Material Adverse Effect.

(c) No Violations or Proceedings. To each Loan Party’s knowledge, on and as of the date hereof, (i) there is no material infringement or other violation by others of any right of such Loan Party with respect to any Intellectual Property listed on any schedule to the relevant Perfection Certificate, or any other Intellectual Property that is material to its business, except as may be set forth on Schedule 3.06(c), and (ii) no claims are pending or threatened to such effect except as set forth on Schedule 3.06(c).

SECTION 3.07 Equity Interests and Subsidiaries.

(a) Equity Interests. Schedules 1(a) and 10 to the Perfection Certificate dated the Closing Date set forth a list of (i) all the Subsidiaries of Holdings and their jurisdictions of organization as of the Closing Date and (ii) the number of each class of its Equity Interests authorized, and the number outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the


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Closing Date. As of the Closing Date, all Equity Interests of each Company held by Holdings or a Subsidiary thereof are duly and validly issued and are fully paid and non-assessable, and, other than the Equity Interests of Holdings, are owned by Holdings, directly or indirectly through Wholly Owned Subsidiaries except as indicated on Schedules 1(a) and 10 to the Perfection Certificate. All Equity Interests of Canadian Borrower are owned directly by Holdings. As of the Closing Date, each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Documents, free of any and all Liens, rights or claims of other persons, except Permitted Liens, and as of the Closing Date there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests.

(b) No Consent of Third Parties Required. Except as have previously been obtained, no consent of any person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary in connection with the creation, perfection or First Priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereof.

(c) Organizational Chart. An accurate organizational chart, showing the ownership structure of Holdings, Borrowers and each Subsidiary on the Closing Date is set forth on Schedule 10 to the Perfection Certificate dated the Closing Date.

SECTION 3.08 Litigation; Compliance with Laws. There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority now pending or, to the knowledge of any Company, threatened against or affecting any Company or any business, property or rights of any Company (i) that involve any Loan Document or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. No Company or any of its property is in violation of, nor will the continued operation of its property as currently conducted violate, any Requirements of Law (including any zoning or building ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting any Company’s Real Property or is in default with respect to any Requirement of Law, where such violation or default, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

SECTION 3.09 Agreements. No Company is a party to any agreement or instrument or subject to any corporate or other constitutional restriction that has resulted or could reasonably be expected to result in a Material Adverse Effect. No Company is in default in any manner under any provision of any indenture or other agreement or instrument evidencing Indebtedness, or any other agreement or instrument to which it is a party or by which it or any of its property is or may be bound, where such default could reasonably be expected to result in a Material Adverse Effect. There is no existing default under any Organizational Document of any Company or any event which, with the giving of notice or passage of time or both, would constitute a default by any party thereunder that in each case could reasonably be expected to


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have an adverse effect on the Agents or the Lenders or their respective rights and benefits hereunder.

SECTION 3.10 Federal Reserve Regulations. No Company is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock. No part of the proceeds of any Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of, or that is inconsistent with, the provisions of the regulations of the Board, including Regulation T, U or X. The pledge of the Securities Collateral pursuant to the Security Documents does not violate such regulations.

SECTION 3.11 Investment Company Act. No Company is an “investment company” or a company “controlled” by an “investment company,” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.

SECTION 3.12 Use of Proceeds. Borrowers will use the proceeds of (a) the Loans on the Closing Date for the Refinancing and for payment of fees, premiums and expenses in connection with the Transactions and (b) any Incremental Term Loans after the Closing Date for general corporate purposes (including to effect Permitted Acquisitions); provided that in no event shall any proceeds of any Loans (including any Incremental Term Loans) be remitted, directly or indirectly, to any Swiss tax resident Company or Swiss tax resident permanent establishment, where this remittance could be viewed as a use of such proceeds in Switzerland (whether through an intercompany loan or advance by any other Company or otherwise) as per the practice of the Swiss Federal Tax Administration, unless the Swiss Federal Tax Administration confirms in a written advance tax ruling (based on a fair description of the fact pattern in the tax ruling request made by a Loan Party) that such use of proceeds in Switzerland does not lead to Swiss Withholding Tax becoming due on or in respect any Loans (including any Incremental Term Loans) or parts thereof.

SECTION 3.13 Taxes. Each Company has (a) timely filed or caused to be timely filed all material Tax Returns required to have been filed by it and (b) duly and timely paid, collected or remitted or caused to be duly and timely paid, collected or remitted all material Taxes due and payable, collectible or remittable by it and all assessments received by it, except Taxes (i) that are being contested in good faith by appropriate proceedings and for which such Company has set aside on its books adequate reserves in accordance with GAAP or other applicable accounting rules and (ii) which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Company has made adequate provision in accordance with GAAP or other applicable accounting rules for all material Taxes not yet due and payable. Each Company is unaware of any proposed or pending tax assessments, deficiencies or audits that could be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect. No Company has ever been a party to any understanding or arrangement constituting a “tax shelter” within the meaning of Section 6111(c), Section 6111(d) or Section 6662(d)(2)(C)(iii) of the Code, or has ever “participated” in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4, except as could not be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect.


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SECTION 3.14 No Material Misstatements. The written information (including the Confidential Information Memorandum), reports, financial statements, certificates, exhibits or schedules furnished by or on behalf of any Company to any Agent or any Lender in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, taken as a whole, did not and does not contain any material misstatement of fact and, taken as a whole, did not and does not omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not materially misleading in their presentation of Holdings and its Subsidiaries taken as a whole as of the date such information is dated or certified; provided that to the extent any such information, report, financial statement, exhibit or schedule was based upon or constitutes a forecast or projection, each Loan Party represents only that it was prepared in good faith and based on assumptions believed by the applicable Loan Parties to be reasonable.

SECTION 3.15 Labor Matters. As of the Closing Date, there are no strikes, lockouts or labor slowdowns against any Company pending or, to the knowledge of any Company, threatened. The hours worked by and payments made to employees of any Company have not been in violation of the Fair Labor Standards Act of 1938, as amended, or any other applicable federal, state, provincial, local or foreign law dealing with such matters in any manner which could reasonably be expected to result in a Material Adverse Effect. All payments due from any Company, or for which any claim may be made against any Company, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of such Company except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. The consummation of the Hindalco Acquisition did not and will not, and consummation of the Transactions will not, give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Company is bound, except as could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.16 Solvency. At the time of and immediately after the consummation of the Transactions to occur on the Closing Date, and at the time of and immediately following the making of the initial Credit Extension under any Incremental Term Loan Commitments and after giving effect to the application of the proceeds of each Loan and the operation of the Contribution, Intercompany, Contracting and Offset Agreement, (a) the fair value of the assets of each Loan Party (individually and on a consolidated basis with its Subsidiaries) will exceed its debts and liabilities, subordinated, contingent, prospective or otherwise; (b) the present fair saleable value of the property of each Loan Party (individually and on a consolidated basis with its Subsidiaries) will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent, prospective or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party (individually and on a consolidated basis with its Subsidiaries) will be able to pay its debts and liabilities, subordinated, contingent, prospective or otherwise, as such debts and liabilities become absolute and matured; (d) each Loan Party (individually and on a consolidated basis with its Subsidiaries) will not have unreasonably small capital with which to conduct its business in which it is engaged as such business is now conducted and is proposed to be conducted following the Closing Date; and (e) each Loan Party is not “insolvent” as such term is defined under any bankruptcy, insolvency or similar laws of any jurisdiction in which any Loan Party is organized or incorporated (as applicable), or otherwise unable to pay its debts as they fall due.


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SECTION 3.17 Employee Benefit Plans. Each Company and its ERISA Affiliates is in compliance in all material respects with the applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder except for such non-compliance that in the aggregate would not have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events, could reasonably be expected to result in a Material Adverse Effect or the imposition of a Lien on any of the property of any Company. The present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the property of all such underfunded Plans in an amount which could reasonably be expected to have a Material Adverse Effect. Using actuarial assumptions and computation methods consistent with subpart I of subtitle E of Title IV of ERISA, the aggregate liabilities of each Company or its ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, could not reasonably be expected to result in a Material Adverse Effect.

To the extent applicable, each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable Requirements of Law and has been maintained, where required, in good standing with applicable Governmental Authority and Taxing Authority, except for such non-compliance that in the aggregate would not have a Material Adverse Effect. No Company has incurred any obligation in connection with the termination of or withdrawal from any Foreign Plan, except to the extent of liabilities which could not reasonably be expected to have a Material Adverse Effect. The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan which is funded, determined as of the end of the most recently ended fiscal year of the respective Company on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the property of such Foreign Plan, and for each Foreign Plan which is not funded, the obligations of such Foreign Plan are properly accrued in the financial statements of Canadian Borrower and its Subsidiaries, in each case in an amount that could not reasonably be expected to have a Material Adverse Effect.

Except as specified on Schedule 3.17, (i) no Company is or has at any time been an employer (for the purposes of Sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pensions Schemes Act 1993), and (ii) no Company is or has at any time been “connected” with or an “associate” of (as those terms are used in Sections 39 and 43 of the Pensions Act 2004) such an employer.

SECTION 3.18 Environmental Matters.

(a) Except as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect:

(i) The Companies and their businesses, operations and Real Property are in compliance with, and the Companies have no liability under, any applicable Environmental Law;


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(ii) The Companies have obtained all Environmental Permits required for the conduct of their businesses and operations, and the ownership, operation and use of their property, under Environmental Law, all such Environmental Permits are valid and in good standing;

(iii) There has been no Release or threatened Release of Hazardous Material on, at, under or from any Real Property or facility presently or formerly owned, leased or operated by the Companies or their predecessors in interest that could reasonably be expected to result in liability of the Companies under any applicable Environmental Law;

(iv) There is no Environmental Claim pending or, to the knowledge of the Companies, threatened against the Companies, or relating to the Real Property currently or formerly owned, leased or operated by the Companies or their predecessors in interest or relating to the operations of the Companies, and, to the best knowledge of the Loan Parties after due inquiry, there are no actions, activities, circumstances, conditions, events or incidents that could reasonably be expected to form the basis of such an Environmental Claim;

(v) No Lien has been recorded or, to the knowledge of any Company, threatened under any Environmental Law with respect to any Real Property or other assets of the Companies;

(vi) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not require any notification, registration, filing, reporting, disclosure, investigation, remediation or cleanup pursuant to any Governmental Real Property Disclosure Requirements or any other applicable Environmental Law; and

(vii) No person with an indemnity or contribution obligation to the Companies relating to compliance with or liability under Environmental Law is in default with respect to such obligation.

(b) As of the Closing Date:

(i) Except as could not reasonably be expected to have a Material Adverse Effect, no Company is obligated to perform any action or otherwise incur any expense under Environmental Law pursuant to any order, decree, judgment or agreement by which it is bound or has assumed by contract, agreement or operation of law, and no Company is conducting or financing any Response pursuant to any Environmental Law with respect to any Real Property or any other location; and

(ii) No Real Property or facility owned, operated or leased by the Companies and, to the knowledge of the Companies, no Real Property or facility formerly owned, operated or leased by the Companies or any of their predecessors in interest is (i) listed or proposed for listing on the National Priorities List promulgated pursuant to CERCLA or (ii) listed on the Comprehensive Environmental Response, Compensation and Liability Information System promulgated pursuant to CERCLA or (iii) included on any similar publicly available list maintained by any Governmental Authority including any such list relating to petroleum.


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SECTION 3.19 Insurance. Schedule 3.19 sets forth a true and correct description of all insurance policies maintained by each Company as of the Closing Date. All insurance maintained by the Companies and required by Section 5.04 is in full force and effect, and all premiums thereon have been duly paid. As of the Closing Date, no Company has received notice of violation or cancellation thereof, the Mortgaged Property, and the use, occupancy and operation thereof, comply in all material respects with all Insurance Requirements, and there exists no material default under any Insurance Requirement. Each Company has insurance in such amounts and covering such risks and liabilities as are customary for companies of a similar size engaged in similar businesses in similar locations.

SECTION 3.20 Security Documents.

(a) U.S. Security Agreement. The U.S. Security Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Security Agreement Collateral referred to therein and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 7 to the relevant Perfection Certificate as in effect on the Closing Date and (ii) upon the taking of possession or control by the Collateral Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Agreement), the Liens created by the Security Agreement shall constitute valid, perfected First Priority Liens on, and security interests in, all right, title and interest of the grantors thereunder in the Security Agreement Collateral (other than such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens.

(b) Canadian Security Agreement. Each of the Canadian Security Agreements is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Security Agreement Collateral referred to therein and, when PPSA financing statements and other filings in appropriate form are filed in the offices specified on Schedule 7 to the relevant Perfection Certificate as in effect on the Closing Date, the Liens created by such Canadian Security Agreement shall constitute valid, perfected First Priority Liens on, and security interests in, all right, title and interest of the grantors thereunder in the Security Agreement Collateral referred to therein (other than such Security Agreement Collateral in which a security interest cannot be perfected under the PPSA as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens.

(c) U.K. Security Agreement. The U.K. Security Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Security Agreement Collateral referred to therein and, upon the registration specified on Schedule 7 to the relevant Perfection Certificate as in effect on the Closing Date, the Liens created by the U.K. Security Agreement shall constitute valid, perfected First Priority Liens on, and security interests in, all right, title and interest of the grantors thereunder in the Security Agreement Collateral referred to therein (other than such Security Agreement Collateral in which a security interest cannot be perfected under applicable


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law as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens.

(d) Swiss Security Agreement. The Swiss Security Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Security Agreement Collateral referred to therein and, upon the registrations, recordings and other actions specified on Schedule 7 to the relevant Perfection Certificate as in effect on the Closing Date, the Liens created by the Swiss Security Agreement shall constitute valid, perfected First Priority Liens on, and security interests in, all right, title and interest of the grantors thereunder in the Security Agreement Collateral referred to therein (other than such Security Agreement Collateral in which a security interest cannot be perfected under applicable law as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens.

(e) German Security Agreement. The German Security Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, or in the case of accessory security, in favor of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Security Agreement Collateral referred to therein and, upon the registrations, recordings and other actions specified on Schedule 7 to the relevant Perfection Certificate as in effect on the Closing Date, the Liens created by the German Security Agreement shall constitute valid, perfected First Priority Liens on, and security interests in, all right, title and interest of the grantors thereunder in the Security Agreement Collateral referred to therein (other than such Security Agreement Collateral in which a security interest cannot be perfected under applicable law as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens.

(f) Irish Security Agreement. The Irish Security Agreement is effective to create in favor of the Collateral Agent for the benefit of and as trustee for the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Security Agreement Collateral referred to therein and, upon the registrations, recordings and other actions specified on Schedule 7 to the relevant Perfection Certificate as in effect on the Closing Date, the Liens created by the Irish Security Agreement shall constitute valid, perfected First Priority Liens on, and security interests in, all right, title and interest of the grantors thereunder in the Security Agreement Collateral referred to therein (other than such Security Agreement Collateral in which a security interest cannot be perfected under applicable law as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens.

(g) Brazilian Security Agreement. Each Brazilian Security Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Security Agreement Collateral referred to therein and, upon the registrations, recordings and other actions specified on Schedule 7 to the relevant Perfection Certificate as in effect on the Closing Date, the Liens created by each of the Brazilian Security Agreement shall constitute valid, perfected First Priority Liens on, and security interests in, all right, title and interest of the grantors thereunder in the Security Agreement Collateral referred to therein (other than such Security Agreement Collateral in which a security interest cannot be perfected under applicable law as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens.


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(h) Intellectual Property Filings. When the (i) financing statements and other filings in appropriate form referred to on Schedule 7 to the relevant Perfection Certificate have been made, and (ii) U.S. Security Agreement or a short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Liens created by such Security Agreement shall constitute valid, perfected First Priority Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents and Trademarks (each as defined in such Security Agreement) that are registered or applied for by any Loan Party with the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement) registered or applied for by any Loan Party with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Permitted Liens.

(i) Mortgages. Each Mortgage (other than a Mortgage granted by a U.K. Guarantor) is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid, perfected and enforceable First Priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Liens, and when such Mortgages are filed in the offices specified on Schedule 8(a) to the applicable Perfection Certificates dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute First Priority fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Permitted Liens.

The Mortgages granted by each applicable U.K. Guarantor under the relevant U.K. Security Agreement are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, legal, valid and enforceable Liens on all of each such Loan Party’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed with the Land Registry, the Mortgages shall constitute fully perfected First Priority Liens on, and security interest in, all right, title and interest of the U.K. Borrower and each applicable U.K. Guarantor in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Permitted Liens.

(j) Valid Liens. Each Security Document delivered pursuant to Sections 5.11 and 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and (i) when all appropriate filings, registrations or recordings and other actions set forth in the relevant Perfection Certificate are made in the appropriate offices as may be required under applicable law and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by any Security Document), such Security Document will constitute First Priority fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral, in each case subject to no Liens other than the applicable Permitted Liens.


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(k) Receivables Purchase Agreement. The Receivables Purchase Agreement is in full force and effect. Each representation and warranty under the Receivables Purchase Agreement of each Loan Party party thereto is true and correct on and as of the date made thereunder. No “Termination Event” (as defined therein) has occurred under the Receivables Purchase Agreement.

SECTION 3.21 Acquisition Documents; Material Indebtedness Documents; Representations and Warranties in Acquisition Agreement. Schedule 3.21 lists, as of the Closing Date, (i) the Acquisition Agreement and each material agreement, certificate, instrument, letter or other document delivered pursuant to the Acquisition Agreement or otherwise entered into, executed or delivered by any Loan Party or Acquiror in connection with the Hindalco Acquisition (each, an “Acquisition Document”), (ii) each material Senior Note Document, (iii) each material Revolving Credit Loan Document, (iv) each material agreement, certificate, instrument, letter or other document delivered pursuant to the Subordinated Debt Loan, and (v) each material agreement, certificate, instrument, letter or other document evidencing any other Material Indebtedness, and the Lenders have been furnished true and complete copies of each of the foregoing. All representations and warranties of each Company set forth in the Acquisition Agreement were true and correct in all material respects as of the time such representations and warranties were made and no default has occurred under the Acquisition Agreement.

SECTION 3.22 Anti-Terrorism Law. No Loan Party and, to the knowledge of the Loan Parties, none of its Affiliates is in violation of any Requirement of Law relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

No Loan Party and to the knowledge of the Loan Parties, no Affiliate or broker or other agent of any Loan Party acting or benefiting in any capacity in connection with the Loans is any of the following:

(i) a person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(ii) a person owned or controlled by, or acting for or on behalf of, any person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(iii) a person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(iv) a person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or

(v) a person that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list.


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No Loan Party and, to the knowledge of the Loan Parties, no broker or other agent of any Loan Party acting in any capacity in connection with the Loans (x) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in clauses (i) through (v) above, (y) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (z) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

SECTION 3.23 [INTENTIONALLY OMITTED].

SECTION 3.24 Location of Material Inventory and Equipment. Schedule 3.24 sets forth as of the Closing Date all locations where the aggregate value of Inventory and Equipment (other than mobile Equipment or Inventory in transit) owned by the Loan Parties exceeds $1 million.

SECTION 3.25 [INTENTIONALLY OMITTED].

SECTION 3.26 Senior Notes; Material Indebtedness. The Obligations constitute “Senior Debt” or “Designated Senior Indebtedness” (or any other defined term having a similar purpose) within the meaning of the Senior Note Documents (and any Permitted Refinancings thereof permitted under Section 6.01 other than refinancings with Incremental Term Loans). The Commitments and the Loans and other extensions of credit under the Loan Documents constitute “Credit Facilities” (or any other defined term having a similar purpose) or liabilities payable under the documentation related to “Credit Facilities” (or any other defined term having a similar purpose), in each case, within the meaning of the Senior Note Documents (and any Permitted Refinancings thereof permitted under Section 6.01 other than refinancings with Incremental Term Loans). The consummation of each of (i) the Hindalco Acquisition, (ii) the Transactions, (iii) each incurrence of Indebtedness hereunder and (iv) the granting of the Liens provided for under the Security Documents to secure the Secured Obligations is permitted under, and, in each case, does not require any consent or approval under, the terms of (A) the Senior Note Documents (and any Permitted Refinancings thereof), the Revolving Credit Loan Documents (and any Permitted Revolving Credit Facility Refinancings thereof) or any other Material Indebtedness or (B) any other material agreement or instrument binding upon any Company or any of its property except, in the case of this clause (B), as could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.27 Centre of Main Interests and Establishments. For the purposes of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the “Regulation”), (i) the centre of main interest (as that term is used in Article 3(1) of the Regulation) of each U.K. Guarantor is situated in England and Wales, (ii) the centre of main interest of each Irish Guarantor is situated in Ireland, and in each case each has no “establishment” (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction and (iii) the centre of main interest of each Swiss Guarantor is situated in Switzerland, and in each case each has no “establishment” (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction, and (iv) the centre of main interest of German Seller is situated in Germany.


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SECTION 3.28 Holding and Dormant Companies. Except as may arise under the Loan Documents, the Revolving Credit Loan Documents or (in the case of Novelis Europe Holdings Limited) the Senior Notes, neither Holdings nor Novelis Europe Holdings Limited trades or has any liabilities or commitments (actual or contingent, present or future) other than liabilities attributable or incidental to acting as a holding company of shares in the Equity Interests of its Subsidiaries.

SECTION 3.29 Hindalco Acquisition. The Hindalco Acquisition was consummated on the Acquisition Closing Date in all material respects in accordance with the terms and conditions of the Acquisition Agreement, without the waiver or amendment of any such terms or conditions not approved by the Administrative Agent and the Arrangers other than any waiver or amendment thereof that was not materially adverse to the interests of the Lenders.

SECTION 3.30 Excluded Collateral Subsidiaries. The Excluded Collateral Subsidiaries as of the Closing Date are listed on Schedule 1.01(c).

SECTION 3.31 Immaterial Subsidiaries. The Immaterial Subsidiaries as of the Closing Date are listed on Schedule 1.01(d).

ARTICLE IV.

CONDITIONS TO CREDIT EXTENSIONS

SECTION 4.01 Conditions to Initial Credit Extension. The obligation of each Lender to fund the initial Credit Extension requested to be made by it shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 4.01.

(a) Loan Documents. The Administrative Agent shall have received executed counterparts of each of the following, properly executed by a Responsible Officer of each applicable signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:

(i) this Agreement,

(ii) each Foreign Guaranty;

(iii) the Intercreditor Agreement;

(iv) the Contribution, Intercompany, Contracting and Offset Agreement;

(v) the Receivables Purchase Agreement;

(vi) a Note executed by each applicable Borrower in favor of each Lender that has requested a Note prior to the Closing Date;

(vii) the U.S. Security Agreement, each Canadian Security Agreement, each U.K. Security Agreement, each Swiss Security Agreement, each German Security Agreement,


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each Irish Security Agreement, each Brazilian Security Agreement and each other Security Document requested by the Administrative Agent prior to the Closing Date; and

(viii) the Perfection Certificates.

(b) Corporate Documents. The Administrative Agent shall have received:

(i) a certificate of the secretary, assistant secretary or managing director (where applicable) of each Loan Party dated the Closing Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document (or its equivalent including the constitutional documents) of such Loan Party certified (to the extent customary in the applicable state) as of a recent date by the Secretary of State (or equivalent Governmental Authority) of the jurisdiction of its organization, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors and/or shareholders, as applicable, of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of Borrowers, the borrowings hereunder, and that such resolutions, or any other document attached thereto, have not been modified, rescinded, amended or superseded and are in full force and effect, (C) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party (together with a certificate of another officer as to the incumbency and specimen signature of the secretary, assistant secretary or managing director executing the certificate in this clause (i), and other customary evidence of incumbency) and (D) that the borrowing, guarantee, or granting of Liens with respect to the Loans or any of the other Secured Obligations would not cause any borrowing, guarantee, security or similar limit binding on any Loan Party to be exceeded;

(ii) a certificate as to the good standing (where applicable, or such other customary functionally equivalent certificates or abstracts) of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority);

(iii) evidence that the records of the applicable Loan Parties at the United Kingdom Companies House and each other relevant registrar of companies (or equivalent Governmental Authority) in the respective jurisdictions of organization of the Loan Parties are accurate, complete and up to date and that the latest relevant accounts have been duly filed, where applicable;

(iv) if relevant, evidence that each Irish Guarantor has done all that is necessary to follow the procedures set out in Sub-Sections (2) and (11) of section 60 of the Companies Xxx 0000 of Ireland in order to enable it to enter into the Loan Documents;

(v) a copy of the constitutional documents of any Person incorporated in Ireland whose shares are subject to security under any Security Document, together with any resolutions of the shareholders of such Person adopting such changes to the constitutional documents of that Person to remove any restriction on any transfer of shares or partnership interests (or equivalent) in such Person pursuant to any enforcement of any such Security Document;


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(vi) evidence that each of the Loan Parties are members of the same group of companies consisting of a holding company and its subsidiaries for the purposes of Section 155 of the Companies Xxx 0000 of Ireland and Section 35 of the Companies Xxx 0000 of Ireland; and

(vii) such other documents as the Lenders or the Administrative Agent may reasonably request.

(c) Officers’ Certificate. The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of Canadian Borrower, certifying (i) compliance with the conditions precedent set forth in this Section 4.01 and Section 4.02(b) and (c), (ii) as to the absence of any Acquisition Material Adverse Effect from September 30, 2006, through the Acquisition Closing Date, (iii) that the representations and warranties of each Company set forth in the Acquisition Agreement shall have been true and correct (without giving effect to any materiality qualifiers set forth therein) as of the Acquisition Closing Date as if made on and as of such date (except (a) to the extent such representations and warranties speak solely as of an earlier date, in which event such representations and warranties shall be true and correct to such extent as of such earlier date, (b) other than in the case of the representations and warranties specifically referred to in clause (c) below, to the extent that facts or matters as to which such representations and warranties are not so true and correct as of such dates, individually or in the aggregate, have not had and would not have a Acquisition Material Adverse Effect, and (c) in the case of the representations and warranties set forth in Section 3.03 of the Acquisition Agreement such representations and warranties shall have been true and correct in all material respects), (iv) that each of the representations and warranties made by any Loan Party set forth in ARTICLE III hereof or in any other Loan Document were true and correct in all material respects on and as of the Closing Date, except to the extent such representations and warranties expressly related to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date.

(d) Financings and Other Transactions, etc.

(i) (A) The Hindalco Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arrangers other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders and (B) the Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arrangers other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders..

(ii) The Loan Parties that are borrowers under the Revolving Credit Agreement shall have contemporaneously received an aggregate amount equal to the Dollar Equivalent of approximately $550 million in gross proceeds from borrowings under the Revolving Credit Agreement.


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(iii) The Refinancing shall be consummated contemporaneously with the transactions contemplated hereby in full to the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt.

(e) Financial Statements; Pro Forma Balance Sheet; Projections. The Administrative Agent shall have received the financial statements described in Section 3.04(a) and the pro forma capitalization table described in Section 3.04(c), together with forecasts of the financial performance of the Companies.

(f) Indebtedness and Minority Interests. After giving effect to the Transactions and the other transactions contemplated hereby, no Company shall have outstanding any Indebtedness or preferred stock other than (i) the Loans hereunder, (ii) the Revolving Credit Loans and other extensions of credit under the Revolving Credit Agreement, (iii) the Senior Notes, (iv) the Subordinated Debt Loan, (v) the Indebtedness listed on Schedule 6.01(b), (vi) Indebtedness owed to, and preferred stock held by, any Borrower or any Guarantor to the extent permitted hereunder and (vii) other Indebtedness permitted under Section 6.01.

(g) Opinions of Counsel. The Administrative Agent shall have received, on behalf of itself, the other Agents, the Arrangers, the Lenders, (i) a favorable written opinion of Torys LLP, special counsel for the Loan Parties, (ii) a favorable written opinion of each local and foreign counsel of the Loan Parties listed on Schedule 4.01(g), in each case (A) dated the Closing Date, (B) addressed to the Agents and the Lenders and (C) covering the matters set forth in Exhibit N and such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and (iii) a copy of each legal opinion (if any) delivered in connection with the Hindalco Acquisition.

(h) Solvency Certificate. The Administrative Agent shall have received a solvency certificate in the form of Exhibit O (or in such other form as is satisfactory to the Administrative Agent to reflect applicable legal requirements), dated the Closing Date and signed by a senior Financial Officer of each Loan Party or of Canadian Borrower.

(i) Requirements of Law. The Administrative Agent shall be satisfied that Holdings, its Subsidiaries and the Transactions shall be in full compliance with all material Requirements of Law, including Regulations T, U and X of the Board, and shall have received satisfactory evidence of such compliance reasonably requested by them.

(j) Consents. All approvals of Governmental Authorities and third parties (i) required to be obtained under the Hindalco Acquisition Agreement or (ii) necessary to consummate the Transactions shall been obtained and shall be in full force and effect.


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(k) Litigation. There shall be no governmental or judicial action, actual or threatened, that has or would have, singly or in the aggregate, a reasonable likelihood of restraining, preventing or imposing burdensome conditions on the Transactions or the Hindalco Acquisition.

(l) Sources and Uses. The sources and uses of the Loans shall be as set forth in Schedule 4.01(l).

(m) Fees. The Arrangers and Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including the reasonable legal fees and expenses of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Agents, and the reasonable fees and expenses of any local counsel, foreign counsel, appraisers, consultants and other advisors) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document.

(n) Personal Property Requirements. The Collateral Agent shall have received:

(i) subject to the terms of the Intercreditor Agreement, all certificates, agreements or instruments, if any, representing or evidencing the Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank;

(ii) subject to the terms of the Intercreditor Agreement, the Intercompany Note executed by and among Canadian Borrower and each of its Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank;

(iii) subject to the terms of the Intercreditor Agreement, all other certificates, agreements (including Control Agreements) or instruments necessary to perfect the Collateral Agent’s security interest in all “Chattel Paper”, “Instruments”, “Deposit Accounts” and “Investment Property” (as each such term is defined in the U.S. Security Agreement) of each Loan Party to the extent required hereby or under the relevant Security Documents;

(iv) UCC financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and United States Copyright Office PPSA filings, and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents;

(v) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, PPSA, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches (in jurisdictions where such searches are available), each of a recent date listing all outstanding financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county (or other applicable) jurisdictions in which any property of any Loan Party (other than Inventory in transit) is located and the state and county (or other applicable) jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that the Collateral Agent deems necessary or appropriate, none of which are effective to


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encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens);

(vi) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents;

(vii) evidence that all Liens (other than Permitted Liens) affecting the assets of the Loan Parties have been or will be discharged on or before the Closing Date (or, in the case of financing statement filings or similar notice of lien filings that do not evidence security interests (other than security interests that are discharged on or before the Closing Date), that arrangements with respect to the release or termination thereof satisfactory to the Administrative Agent have been made);

(viii) copies of all notices required to be sent and other documents required to be executed under the Security Documents;

(ix) all share certificates, duly executed and stamped stock transfer forms and other documents of title required to be provided under the Security Documents; and

(x) evidence that the records of each U.K. Guarantor at the United Kingdom Companies House are accurate, complete and up to date and that the latest relevant accounts have been duly filed.

(o) Real Property Requirements. The Collateral Agent shall have received:

(i) a Mortgage encumbering each Mortgaged Property in favor of the Collateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that holds any direct interest in such Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Requirements of Law, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Collateral Agent;

(ii) with respect to each Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary to consummate the Transactions or as shall reasonably be deemed necessary by the Collateral Agent in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Property;

(iii) with respect to each Mortgage of property located in the United States, Canada or, to the extent reasonably requested by the Collateral Agent, any other jurisdictions, (a) a policy of title insurance (or marked up title insurance commitment having the effect of a policy of title insurance) insuring the Lien of such Mortgage as a valid, perfected mortgage Lien on the Mortgaged Property and fixtures described therein having the priority specified in the


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Intercreditor Agreement in the amount equal to not less than 115% of the fair market value of such Mortgaged Property and fixtures, which fair market value is set forth on Schedule 4.01(o)(iii), which policy (or such marked-up commitment) (each, a “Title Policy”) shall (A) be issued by the Title Company, (B) to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Collateral Agent, (C) contain a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (D) have been supplemented by such endorsements (or where such endorsements are not available, opinions of special counsel, architects or other professionals reasonably acceptable to the Collateral Agent) as shall be reasonably requested by the Collateral Agent (including endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, revolving credit, doing business, non-imputation, public road access, survey, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, revolving credit, and so-called comprehensive coverage over covenants and restrictions), and (E) contain no exceptions to title other than exceptions acceptable to the Collateral Agent, it being acknowledged that Permitted Liens of the type described in Section 6.02(a), 6.02(b), 6.02(d), 6.02(f) (clause (x) only), 6.02(g), and 6.02(k) shall be acceptable or (b) in respect of Mortgaged Property situated outside the United States, a title opinion of Canadian Borrower’s local counsel in form and substance satisfactory to the Collateral Agent;

(iv) with respect to each applicable Mortgaged Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Company to issue the Title Policy/ies and endorsements contemplated above;

(v) evidence reasonably acceptable to the Collateral Agent of payment by the applicable Borrowers of all Title Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Title Policies referred to above;

(vi) with respect to each Real Property or Mortgaged Property, copies of all Leases in which any Loan Party or any Subsidiary holds the lessor’s interest or other agreements relating to possessory interests, if any, in each case providing for annual rental payments in excess of $250,000. To the extent any of the foregoing affect any Mortgaged Property, such agreement shall be subordinate to the Lien of the Mortgage to be recorded against such Mortgaged Property, either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement, and shall otherwise be acceptable to the Collateral Agent;

(vii) with respect to each Mortgaged Property, each Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Mortgaged Property;

(viii) to the extent requested by the Collateral Agent, Surveys with respect to the Mortgaged Properties;

(ix) a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property situated in the United States;


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(x) (a) title deeds to each real and leasehold property situated in England and Wales secured in favor of the Collateral Agent; or (b) a letter (satisfactory to the Collateral Agent) from solicitors holding those title deeds undertaking to hold them to the order of the Collateral Agent; or (c) if any document is at the Land Registry, a certified copy of that document and a letter from the U.K. Guarantors’ solicitors directing the registry to issue the document to the Collateral Agent or its solicitors; and

(xi) in relation to property situated in England and Wales, if applicable, satisfactory priority searches at the Land Registry and Land Charges Searches, giving not less that 25 Business Days’ priority notice beyond the date of the debenture and evidence that no Lien is registered against the relevant property (other than Permitted Liens or any Liens that will be released on the date of first drawdown, such searches to be addressed to or capable of being relied upon by the Secured Parties).

(p) Insurance. The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the property and liability insurance policies required by Section 5.04 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a “standard” lender’s loss payable or mortgagee endorsement (as applicable) and shall name the Collateral Agent, on behalf of the Secured Parties, as additional insured, in form and substance satisfactory to the Administrative Agent.

(q) USA Patriot Act. The Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information that may be required by the Lenders in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the United States PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 11.13.

(r) Cash Management. The Collateral Agent and the Administrative Agent shall have reviewed and approved the Companies’ cash management system and shall have received executed blocked account agreements (or, with respect to countries other than the United States and Canada, other customary arrangements) from all of the financial institutions where the Loan Parties maintain bank accounts or securities accounts (except as may otherwise be agreed by the Collateral Agent) in form and substance satisfactory to Administrative Agent and Collateral Agent.

(s) Process Agent. The Collateral Agent and the Administrative Agent shall have received evidence of the acceptance by the Process Agent of its appointment as such by the Loan Parties.

(t) Outstanding Indebtedness. The Collateral Agent and the Administrative Agent shall have received evidence that the amount of funded indebtedness and unfunded commitments under that certain Credit Agreement, dated as of January 7, 2005, among Novelis Inc., Novelis Corporation, Novelis Deutschland GmbH, Novelis UK Ltd, Novelis AG, the lenders and issuers party thereto, and Citicorp North America, Inc., as administrative agent and collateral agent (as amended, restated, supplemented or otherwise modified), shall not exceed $1,500 million.


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SECTION 4.02 Conditions to Credit Extensions. The obligation of each Lender to make the initial Credit Extension and the obligation of any Lenders to make the initial Credit Extension under any Incremental Term Loan Commitments shall be subject to, and to the satisfaction of, each of the conditions precedent set forth below.

(a) Notice. The Administrative Agent shall have received a Borrowing Request as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.03).

(b) No Default. No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom (subject to Section 4.02(c) and Section 4.03 in the case of the initial Credit Extension).

(c) Representations and Warranties. Each of the representations and warranties made by any Loan Party set forth in ARTICLE III hereof or in any other Loan Document (other than Hedging Agreements) shall be true and correct in all material respects on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date; provided that in the case of the initial Credit Extension hereunder only, the representations contained in Sections 3.04 (Financial Statements; Projections), 3.05 (Properties), 3.06 (Intellectual Property), 3.07 (Equity Interests and Subsidiaries), 3.08 (Litigation; Compliance with Laws) (other than clause (i) thereunder), 3.09 (Agreements), 3.13 (Taxes), 3.14 (No Material Misstatements), 3.15 (Labor Matters), 3.17 (Employee Benefit Plans), 3.18 (Environmental Matters), 3.19 (Insurance), 3.21 (Acquisition Documents; Material Indebtedness Documents; Representations and Warranties in Acquisition Agreement), 3.24 (Location of Material Inventory and Equipment), 3.26 (Senior Notes; Material Indebtedness) (solely with regard to the first sentence thereof), 3.27 (Centre of Main Interests and Establishments) and 3.28 (Holding and Dormant Companies) shall only be conditions to the obligation of each Lender to fund the initial Credit Extension requested to be made by it on the date of the initial Credit Extensions hereunder to the extent that, as a result of the breach of such representation, Acquiror (x) had or would have had the right to terminate its obligations under the Acquisition Agreement on the Acquisition Closing Date (or to not consummate the Hindalco Acquisition on the Acquisition Closing Date) and (y) Acquiror or any of its affiliates, representatives or advisors had, as of the Acquisition Closing Date, knowledge of such right to terminate or right to not consummate the Acquisition.

(d) No Legal Bar. With respect to each Lender, no order, judgment or decree of any Governmental Authority shall purport to restrain such Lender from making any Loans to be made by it. No injunction or other restraining order shall have been issued, shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.

Each of the delivery of a Borrowing Request and the acceptance by any Borrower of the proceeds of such Credit Extension shall constitute a representation and warranty by each Borrower and each other Loan Party that on the date of such Credit Extension (both immediately


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before and after giving effect to such Credit Extension and the application of the proceeds thereof) the conditions contained in Section 4.02(b) through (d) have been satisfied (which representation and warranty shall be deemed limited to the knowledge of the Loan Parties in the case of the first sentence of Section 4.02(d)). Borrowers shall provide such information as the Administrative Agent may reasonably request to confirm that the conditions in Section 4.02(b) through (d) have been satisfied.

SECTION 4.03 Certain Collateral Matters. To the extent any Collateral (other than the pledge and perfection of the Lien of the Collateral Agent in the Equity Interests of Subsidiaries held by the Loan Parties (to the extent required hereunder) and other assets pursuant to which a lien may be perfected by the filing of a financing statement under the UCC, the PPSA and other similar filings in other applicable jurisdictions) is not provided on the Closing Date after use by Holdings and its Subsidiaries of commercially reasonable efforts to do so, the delivery of such Collateral shall not constitute a condition precedent to the Closing Date, but shall be required to be delivered after the Closing Date pursuant to arrangements and timing to be mutually agreed by the Borrowers and the Administrative Agent.

ARTICLE V.

AFFIRMATIVE COVENANTS

Each Loan Party warrants, covenants and agrees with each Lender that so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full, unless the Required Lenders shall otherwise consent in writing, each Loan Party will, and will cause each of its Subsidiaries to:

SECTION 5.01 Financial Statements, Reports, etc. Furnish to the Administrative Agent (and the Administrative Agent shall make available to the Lenders, on the Platform or otherwise, in accordance with its customary procedures):

(a) Annual Reports. As soon as available and in any event within the earlier of (i) ninety (90) days and (ii) such shorter period as may be required by the Securities and Exchange Commission, after the end of each fiscal year, beginning with the first fiscal year ending after the Closing Date, (i) the consolidated balance sheet of Canadian Borrower as of the end of such fiscal year and related consolidated statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, all prepared in accordance with Regulation S-X and accompanied by an opinion of independent public accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern qualification, paragraph of emphasis or explanatory statement), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Canadian Borrower as of the dates and for the periods specified in accordance with GAAP, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of Canadian Borrower for such fiscal year, as compared to amounts for the previous fiscal year (it being understood that the


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information required by clauses (i) and (ii) of this Section 5.01(a) may be furnished in the form of a Form 10-K (so long as the financial statements, narrative report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of Canadian Borrower and its Subsidiaries separating out the results by region;

(b) Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission, after the end of each of the first three fiscal quarters of each fiscal year, beginning with the fiscal quarter ending June 30, 2007, (i) the consolidated balance sheet of Canadian Borrower as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Canadian Borrower as of the date and for the periods specified in accordance with GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of Canadian Borrower and its Subsidiaries separating out the results by region;

(d) Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under Section 5.01(a) or (b), beginning with the fiscal quarter ending June 30, 2007, a Compliance Certificate (A) certifying that no Default has occurred or, if such a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (B) concurrently with any delivery of financial statements under Section 5.01(a) above (commencing with the financial statements for the first complete fiscal year of Canadian Borrower beginning after the Closing Date), setting forth Canadian Borrower’s calculation of Excess Cash Flow and (C) showing a reconciliation of Consolidated EBITDA to the net income set forth on the statement of income, such reconciliation to be on a quarterly basis; and (ii) concurrently with any delivery of financial statements under Section 5.01(a) above, to the extent permitted under applicable accounting guidelines, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Canadian Borrower and its Subsidiaries, such accounting firm obtained no knowledge that any Default has occurred, or if any Default has occurred, specifying the nature and extent thereof;


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(e) Officer’s Certificate Regarding Organizational Chart and Perfection of Collateral. Concurrently with any delivery of financial statements under Section 5.01(a), a certificate of a Responsible Officer of Canadian Borrower attaching an accurate organizational chart (or confirming that there has been no change in organizational structure) and otherwise setting forth the information required pursuant to the Perfection Certificate Supplement or confirming that there has been no change in such information since the date of the Perfection Certificate or latest Perfection Certificate Supplement;

(f) Public Reports. Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any Loan Party with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, with any national U.S. or non-U.S. securities regulatory authority or securities exchange or with the National Association of Securities Dealers, Inc., or distributed to holders of its publicly held Indebtedness or securities pursuant to the terms of the documentation governing such Indebtedness or securities (or any trustee, agent or other representative therefor), as the case may be; provided that documents required to be delivered pursuant to this clause (f) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Canadian Borrower posts such documents, or provides a link thereto on Canadian Borrower’s website (or other location specified by Canadian Borrower) on the Internet; or (ii) on which such documents are posted on Canadian Borrower’s behalf on the Platform; provided that: (i) upon written request by the Administrative Agent, Canadian Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) Canadian Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; provided, further, that notwithstanding anything contained herein, in every instance Canadian Borrower shall be required to provide paper copies of the certificates required by clauses (d) and (e) of this Section 5.01 to the Administrative Agent;

(g) Management Letters. Promptly after the receipt thereof by any Company, a copy of any “management letter”, exception report or other similar letter or report received by any such person from its certified public accountants and the management’s responses thereto;

(h) Projections. Within sixty (60) days of the end of each fiscal year, a copy of the annual projections for Canadian Borrower (including balance sheets, statements of income and sources and uses of cash, for (i) each quarter of such fiscal year prepared in detail and (ii) each fiscal year thereafter, through and including the fiscal year in which the Final Maturity Date occurs, prepared in summary form, in each case, of Canadian Borrower on a consolidated basis, with appropriate presentation and discussion of the principal assumptions upon which such forecasts are based, accompanied by the statement of a Financial Officer of Canadian Borrower to the effect that such assumptions are believed to be reasonable;

(i) Labor Relations. Promptly after becoming aware of the same, written notice of (a) any labor dispute to which any Loan Party or any of its Subsidiaries is or is expected to become a party, including any strikes, lockouts or other labor disputes relating to any of such person’s plants and other facilities, which could reasonably be expected to result in a Material


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Adverse Effect, (b) any Worker Adjustment and Retraining Notification Act or related liability incurred with respect to the closing of any plant or other facility of any such person and (c) any material liability under Requirements of Law similar to the Worker Adjustment and Retraining Notification Act or otherwise arising out of plant closings;

(j) Asset Sales. At least ten (10) days prior to an Asset Sale, the Net Cash Proceeds of which (or the Dollar Equivalent thereof) are anticipated to exceed $20 million written notice (a) describing such Asset Sale or the nature and material terms and conditions of such transaction and (b) stating the estimated Net Cash Proceeds anticipated to be received by any Loan Party or any of its Subsidiaries; and

(l) Other Information. Promptly, from time to time, such other information regarding the operations, properties, business affairs and condition (financial or otherwise) of any Company, or compliance with the terms of any Loan Document, or matters regarding the Collateral (beyond the requirements contained in Section 9.03) as the Administrative Agent or any Lender may reasonably request.

SECTION 5.02 Litigation and Other Notices. Furnish to the Administrative Agent written notice of the following promptly (and, in any event, within three (3) Business Days after acquiring knowledge thereof):

(a) any Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;

(b) the filing or commencement of, or any written notice of intention of any person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity by or before any Governmental Authority, (i) against any Borrower or other Company that in the reasonable judgment of the Borrowers could reasonably be expected to result in a Material Adverse Effect if adversely determined or (ii) with respect to any Loan Document;

(d) the occurrence of a Casualty Event involving a Dollar Equivalent amount in excess of $20 million; and

(e) (i) the incurrence of any Lien (other than Permitted Liens) on the Collateral, or claim asserted against any of the Collateral or (ii) the occurrence of any other event which could reasonably be expected to affect the value of the Collateral, in each case which could reasonably be expected to be material with regard to (x) the Revolving Credit Priority Collateral, taken as a whole, or (y) the Term Loan Priority Collateral, taken as a whole.

SECTION 5.03 Existence; Businesses and Properties.

(a) Do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its legal existence, rights and franchises necessary or desirable in the normal conduct of its business, except (i) other than with respect to a Borrower’s existence, to


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the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect or (ii) pursuant to a transaction permitted by Section 6.05 or Section 6.06.

(b) Do or cause to be done all things necessary to obtain, maintain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, privileges, franchises, approvals, authorizations, patents, copyrights, trademarks, service marks and trade names used, useful, or necessary to the conduct of its business, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect; do or cause to be done all things necessary to preserve its business and the goodwill and business of the customers, advertisers, suppliers and others having business relations with each Loan Party or any of its Subsidiaries, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect; comply with all applicable Requirements of Law (including any and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property), contractual obligations, and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and at all times maintain, preserve and protect all of its property and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times, except in each case where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.04 Insurance.

(a) Generally. Keep its insurable property adequately insured at all times by financially sound and reputable insurers; maintain such other insurance, to such extent and against such risks as is customary with companies in the same or similar businesses operating in the same or similar locations, including insurance with respect to Mortgaged Properties and other properties material to the business of the Companies against such casualties and contingencies and of such types and in such amounts with such deductibles as is customary in the case of similar businesses operating in the same or similar locations, including (i) physical hazard insurance on an “all risk” basis (subject to usual and customary exclusions), (ii) commercial general liability against claims for bodily injury, death or property damage covering any and all insurable claims, (iii) explosion insurance in respect of any boilers, machinery or similar apparatus constituting Collateral, (iv) business interruption insurance and flood insurance, and (v) worker’s compensation insurance and such other insurance as may be required by any Requirement of Law; provided that with respect to physical hazard insurance, neither the Collateral Agent nor the applicable Company shall agree to the adjustment of any claim thereunder with respect to Term Loan Priority Collateral involving an amount in excess of $30 million thereunder without the consent of the other (such consent not to be unreasonably withheld or delayed); provided, further, that no consent of any Company shall be required during an Event of Default.

(b) Requirements of Insurance. All such property and liability insurance maintained by the Loan Parties shall (i) provide that no cancellation, material reduction in amount or


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material change in coverage thereof shall be effective until at least thirty (30) days after receipt by the Collateral Agent of written notice thereof, (ii) name the Collateral Agent as mortgagee or loss payee, as applicable (in the case of property insurance) or additional insured on behalf of the Secured Parties (in the case of liability insurance), as applicable, and (iii) if reasonably requested by the Collateral Agent, include a breach of warranty clause.

(c) Flood Insurance. Except to the extent already obtained in accordance with clause (iv) of Section 5.04(a), with respect to each Mortgaged Property, obtain flood insurance in such total amount as the Administrative Agent may from time to time require, if at any time the area in which any improvements located on any Mortgaged Property is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and such insurance is required to be obtained pursuant to the requirements of the National Flood Insurance Act of 1968, as amended from time to time, or the Flood Disaster Protection Act of 1973, as amended from time to time.

(d) Broker’s Report. As soon as practicable and in any event within ninety (90) days after the end of each fiscal year, deliver to the Administrative Agent and the Collateral Agent (i) a report of a reputable insurance broker with respect to the insurance maintained pursuant to clauses (i)-(iv) of Section 5.04(a) in form and substance satisfactory to the Administrative Agent and the Collateral Agent (together with such additional reports as the Administrative Agent or the Collateral Agent may reasonably request), and (ii) such broker’s statement that all premiums then due and payable with respect to the coverage maintained pursuant to clauses (i)-(iv) of Section 5.04(a) have been paid and confirming, with respect to any property, physical hazard or liability insurance maintained by a Loan Party, that the Collateral Agent has been named as loss payee or additional insured, as applicable.

(e) Mortgaged Properties. Each Loan Party shall comply in all material respects with all Insurance Requirements in respect of each Mortgaged Property; provided, however, that each Loan Party may, at its own expense and after written notice to the Administrative Agent, (i) contest the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 5.04 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying with the provisions of this Section 5.04.

SECTION 5.05 Payment of Taxes.

(a) Payment of Taxes. Pay and discharge promptly when due all Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims for labor, services, materials and supplies or otherwise that, if unpaid, might give rise to a Lien other than a Permitted Lien upon such properties or any part thereof; provided that such payment and discharge shall not be required with respect to any such Tax, assessment, charge, levy or claim so long as (x)(i) the validity or amount thereof shall be contested in good faith by appropriate proceedings timely instituted and diligently conducted and the applicable Company shall have set aside on its books adequate reserves or other appropriate provisions with respect thereto in accordance with GAAP (or other applicable accounting rules), and (ii) such contest


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operates to suspend collection of the contested obligation, Tax, assessment or charge and enforcement of a Lien other than a Permitted Lien, and (y) the failure to pay could not reasonably be expected to result in a Material Adverse Effect.

(b) Filing of Returns. Timely file all material Tax Returns required to be filed by it.

SECTION 5.06 Employee Benefits.

(a) Comply with the applicable provisions of ERISA and the Code and any Requirements of Law applicable to any Foreign Plan or Compensation Plan, except where any non-compliance could not reasonably be expected to result in a Material Adverse Effect.

(b) Furnish to the Administrative Agent (x) as soon as possible after, and in any event within five (5) Business Days after any Responsible Officer of any Company or any ERISA Affiliates of any Company knows that, any ERISA Event has occurred, a statement of a Financial Officer of Administrative Borrower setting forth details as to such ERISA Event and the action, if any, that the Companies propose to take with respect thereto, and (y) upon request by the Administrative Agent, copies of such other documents or governmental reports or filings relating to any Plan (or Foreign Plan, or other employee benefit plan sponsored or contributed to by any Company) as the Administrative Agent shall reasonably request.

(c) (i) Ensure that the Novelis U.K. Pension Plan is funded in accordance with the agreed schedule of contributions dated May 16, 2007 and that no action or omission is taken by any Company in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect; (ii) except for any existing defined benefit pension schemes as specified on Schedule 3.17 ensure that no Company is or has been at any time an employer (for the purposes of Sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or “connected” with or an “associate” of (as those terms are defined in Sections 39 or 43 of the Pensions Act 2004) such an employer; (iii) deliver to the Administrative Agent upon request as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes), actuarial reports in relation to all pension schemes mentioned in clause (i) above; (iv) promptly notify the Administrative Agent of any material change in the agreed rate of contributions to any pension schemes mentioned in clause (i) above; (v) promptly notify the Administrative Agent of any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to any member of the Group; and (vi) promptly notify the Administrative Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.

(d) Ensure that all Foreign Plans (except the Novelis U.K. Pension Plan) and Compensation Plans that are required to be funded are funded and contributed to in accordance with their terms to the extent of all Requirements of Law.

SECTION 5.07 Maintaining Records; Access to Properties and Inspections; Annual Meetings. Keep proper books of record and account in which full, true and correct entries in conformity in all material respects with GAAP (or other applicable accounting


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standards) and all Requirements of Law of all financial transactions and the assets and business of each Company and its Subsidiaries are made of all dealings and transactions in relation to its business and activities, including, without limitation, proper records of intercompany transactions) with full, true and correct entries reflecting all payments received and paid (including, without limitation, funds received by or for the account of any Loan Party from deposit accounts of the other Companies). Each Company will permit any representatives designated by the Administrative Agent (who may be accompanied by any Agent or Lender) to visit and inspect the financial records and the property of such Company (at reasonable intervals, during normal business hours and within five Business Days after written notification of the same to Administrative Borrower, except that, during the continuance of an Event of Default, none of such restrictions shall be applicable) and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent (who may be accompanied by any Agent or Lender) to discuss the affairs, finances, accounts and condition of any Company with the officers and employees thereof and advisors therefor (including independent accountants).

SECTION 5.08 Use of Proceeds. Use the proceeds of the Loans only for the purposes set forth in Section 3.12.

SECTION 5.09 Compliance with Environmental Laws; Environmental Reports.

(a) Comply, and cause all lessees and other persons occupying Real Property owned, operated or leased by any Company to comply, in all material respects with all Environmental Laws and Environmental Permits applicable to its operations and Real Property; obtain and renew all material Environmental Permits applicable to its operations and Real Property; and conduct all Responses required by, and in accordance with, Environmental Laws, in each case, to the extent that the failure to do so could reasonably be expected to have a Material Adverse Effect; provided that no Company shall be required to undertake any Response to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP or other applicable accounting standards.

(b) If a Default caused by reason of a breach of Section 3.18 or Section 5.09(a) shall have occurred and be continuing for more than twenty (20) Business Days without the Companies commencing activities reasonably likely to cure such Default in accordance with Environmental Laws, at the written request of the Administrative Agent or the Required Lenders through the Administrative Agent, provide to the Lenders as soon as practicable after such request, at the expense of Borrowers, an environmental assessment report regarding the matters which are the subject of such Default, including, where appropriate, soil and/or groundwater sampling, prepared by an environmental consulting firm and, in form and substance, reasonably acceptable to the Administrative Agent and indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance or Response to address them.

SECTION 5.10 Interest Rate Protection. From and after the thirtieth (30^th) day after the Closing Date and for a minimum of four years thereafter maintain fixed rate Indebtedness, or Hedging Agreements with terms and conditions acceptable to the Administrative Agent, that


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together result in at least 45% of the aggregate principal amount of Holdings’s Consolidated Indebtedness being effectively subject to a fixed or maximum interest rate.

SECTION 5.11 Additional Collateral; Additional Guarantors.

(a) Subject to the terms of the Intercreditor Agreement and this Section 5.11, with respect to any property acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Documents but is not so subject, promptly (and in any event within thirty (30) days after the acquisition thereof) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a First Priority Lien on such property subject to no Liens other than Permitted Liens, and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including the filing of financing statements (or other applicable filings) in such jurisdictions as may be reasonably requested by the Administrative Agent. Borrowers shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents against such after-acquired properties.

(b) With respect to any person that becomes a Subsidiary after the Closing Date (other than an Excluded Collateral Subsidiary), or any Subsidiary that was an Excluded Collateral Subsidiary but, as of the end of the most recently ended fiscal quarter, has ceased to be an Excluded Collateral Subsidiary or is required to become a Loan Party by operation of the provisions of Section 5.11(d), promptly (and in any event within thirty (30) days after such person becomes a Subsidiary or ceases to be an Excluded Collateral Subsidiary or is required to become a Loan Party by operation of the provisions of Section 5.11(d)) (i) pledge and deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by a Loan Party, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Subsidiary to any Loan Party together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Loan Party and (ii) cause any such Subsidiary that is a Wholly Owned Subsidiary, in each case to the extent not prohibited by applicable Requirements of Law, (A) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor and joinder agreements to the applicable Security Documents (in each case, substantially in the form annexed thereto or in such other form as may be reasonably satisfactory to the Administrative Agent) or, in the case of a Foreign Subsidiary, execute such other Security Documents (or joinder agreements) to the extent possible under and compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, and (B) to take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Liens created by the applicable Security Documents to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, including the filing of financing statements (or other applicable filings) in such jurisdictions as may be reasonably requested by the Administrative


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Agent or the Collateral Agent. Notwithstanding the foregoing, (1) clause (i) of this paragraph (b) shall not apply to the Equity Interests of (x) any Company listed on Schedule 5.11(b) to the extent any applicable Requirement of Law continues to prohibit the pledging of its Equity Interests to secure the Secured Obligations and (y) any Joint Venture Subsidiary, to the extent the terms of any applicable joint venture, stockholders’, partnership, limited liability company or similar agreement prohibits or conditions the pledging of its Equity Interests to secure the Secured Obligations and (2) clause (ii) of this paragraph (b) shall not apply to any Company listed on Schedule 5.11(b) to the extent any applicable Requirement of Law prohibits it from becoming a Loan Party.

(c) Subject to the terms of the Intercreditor Agreement, promptly grant to the Collateral Agent, within sixty (60) days of the acquisition thereof, a security interest in and Mortgage on (i) each Real Property owned in fee by such Loan Party as is acquired by such Loan Party after the Closing Date and that, together with any improvements thereon, individually has a fair market value the Dollar Equivalent of which is at least $5 million, and (ii) unless the Collateral Agent otherwise consents, and subject to obtaining any consent required from the applicable landlord and any applicable mortgagee (each of which the Loan Parties agree to use commercially reasonable efforts to obtain), each leased Real Property of such Loan Party which lease individually has a fair market value the Dollar Equivalent of which is at least $5 million, in each case, as additional security for the Secured Obligations (unless the subject property is already mortgaged to a third party to the extent permitted by Section 6.02). Subject to the terms of the Intercreditor Agreement, such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid, perfected and enforceable First Priority Liens subject only to Permitted Liens. Subject to the terms of the Intercreditor Agreement, the Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the First Priority Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy (or title opinion satisfactory to the Collateral Agent), a Survey (if applicable in the respective jurisdiction), and a local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent) in respect of such Mortgage). For purposes of this Section 5.11(c) Real Property owned by a Company that becomes a Loan Party following the Closing Date in accordance with the terms of this Agreement shall be deemed to have been acquired on the later of (x) the date of acquisition of such Real Property and (y) the date such Company becomes a Loan Party.

(d) If, at any time and from time to time after the Closing Date, Subsidiaries that are not Loan Parties because they are Excluded Collateral Subsidiaries comprise in the aggregate more than 1% of the consolidated total assets of Canadian Borrower and its Subsidiaries as of the end of the most recently ended fiscal quarter or more than 1% of Consolidated EBITDA of Canadian Borrower and its Subsidiaries as of the end of the most recently ended fiscal quarter, then the Loan Parties shall, not later than 45 days after the date by which financial statements for such fiscal quarter are required to be delivered pursuant to this Agreement, cause one or more of


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such Subsidiaries to become Loan Parties (notwithstanding that such Subsidiaries are, individually, Excluded Collateral Subsidiaries) such that the foregoing condition ceases to be true.

SECTION 5.12 Security Interests; Further Assurances. Subject to the terms of the Intercreditor Agreement, promptly, upon the reasonable request of the Administrative Agent or the Collateral Agent, at Borrowers’ expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby subject to no other Liens except Permitted Liens, or use commercially reasonable efforts to obtain any consents or waivers as may be reasonably required in connection therewith. Deliver or cause to be delivered (using commercially reasonable efforts with respect to delivery of items from Persons who are not in the control of any Loan Party) to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document that requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may reasonably require in connection therewith. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by a Requirement of Law to have appraisals prepared in respect of the Real Property of any Loan Party constituting Collateral, Borrowers shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA (or other applicable requirements) and are otherwise in form satisfactory to the Administrative Agent and the Collateral Agent.

SECTION 5.13 Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any material Term Loan Priority Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or otherwise by notice to the Collateral Agent, as to which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than ten (10)


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Business Days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. For the purposes of the Regulation, (i) no U.K. Guarantor shall change its centre of main interest (as that term is used in Article 3(1) of the Regulation) from England and Wales, (ii) nor shall any Irish Guarantor change its centre of main interest from Ireland, nor shall any Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction, (iii) nor shall nor shall any Swiss Guarantor change its centre of main interest from Switzerland, nor shall any Swiss Guarantor have an “establishment” in any other jurisdiction, (iv) nor shall German Seller change its centre of main interest from Germany.

SECTION 5.14 Affirmative Covenants with Respect to Leases. With respect to each Lease to which a Loan Party is party as landlord or lessor, the respective Loan Party shall perform all the obligations imposed upon the landlord under such Lease and enforce all of the tenant’s obligations thereunder, except where the failure to so perform or enforce could not reasonably be expected to result in a Property Material Adverse Effect.

SECTION 5.15 Secured Obligations. Timely pay and perform all of its Secured Obligations.

SECTION 5.16 Post-Closing Covenants. Execute and deliver the documents and complete the tasks and take the other actions set forth on Schedule 5.16, in each case within the time limits specified on such Schedule.

ARTICLE VI.

NEGATIVE COVENANTS

Each Loan Party warrants, covenants and agrees with each Lender that, so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid in full, unless the Required Lenders (and such other Lenders whose consent may be required under Section 11.02) shall otherwise consent in writing, no Loan Party will, nor will they cause or permit any Subsidiaries to:

SECTION 6.01 Indebtedness. Incur, create, assume or permit to exist, directly or indirectly, any Indebtedness, except

(a) Indebtedness incurred under this Agreement and the other Loan Documents;

(b) (i) Indebtedness outstanding on the Closing Date and listed on Schedule 6.01(b), and Permitted Refinancings thereof, (ii) Indebtedness of Loan Parties under the Revolving Credit Loan Documents and Permitted Revolving Credit Facility Refinancings thereof in an


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aggregate principal amount at any time outstanding not to exceed the Maximum Revolving Credit Facility Amount, (iii) Indebtedness of Loan Parties and other persons referenced on Schedule 6.01(b) under the Senior Note Documents and Indebtedness under Permitted Refinancings thereof, and (iv) the Subordinated Debt Loan and Permitted Refinancings thereof;

(c) Indebtedness of any Company under Hedging Agreements (including Contingent Obligations with respect thereto); provided that if such Hedging Obligations relate to interest rates, (i) such Hedging Agreements relate to payment obligations on Indebtedness otherwise permitted to be incurred by the Loan Documents and (ii) the notional principal amount of such Hedging Agreements at the time incurred does not exceed the principal amount of the Indebtedness to which such Hedging Agreements relate;

(d) Indebtedness permitted by Section 6.04(i);

(e) Indebtedness of any Securitization Subsidiary under any Securitization Facility (i) that is without recourse to any Company (other than such Securitization Subsidiary) or any of their respective assets (other than pursuant to representations, warranties, covenants and indemnities customary for such transactions), (ii) the payment of principal and interest in respect of which is not guaranteed by any Company, (iii) in respect of which the governing documentation is in form and substance reasonably satisfactory to the Administrative Agent, and (iv) that is on customary terms and conditions; provided that the aggregate outstanding principal amount of the Indebtedness of all Securitization Subsidiaries under all Securitization Facilities at any time outstanding shall not exceed $300 million less the aggregate amount of Indebtedness then outstanding under Section 6.01(m) less the aggregate book value at the time of determination of the then outstanding Accounts subject to a Permitted Factoring Facility at such time;

(f) Indebtedness in respect of Purchase Money Obligations and Capital Lease Obligations, and Permitted Refinancings thereof (other than refinancings funded with intercompany advances), in an aggregate amount not to exceed $200 million at any time outstanding;

(g) Sale and Leaseback Transactions permitted under Section 6.03;

(h) Indebtedness in respect of bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations, financing of insurance premiums, and bankers acceptances issued for the account of any Company, in each case, incurred in the ordinary course of business (including guarantees or obligations of any Company with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances) (in each case other than Indebtedness for borrowed money);

(i) Contingent Obligations (i) of any Loan Party in respect of Indebtedness otherwise permitted to be incurred by such Loan Party and relating to Indebtedness of a Loan Party under Xxxxxxx 0.00(x), (x), (x), (x), (x), (x) xxx (x), (xx) of any Loan Party in respect of Indebtedness of Subsidiaries in an aggregate amount not exceeding $75 million at any one time


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outstanding less all amounts paid with regard to Contingent Obligations permitted pursuant to Section 6.04(a), and (iii) of any Company that is not a Loan Party in respect of Indebtedness otherwise permitted to be incurred by such Company under this Section 6.01;

(j) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five (5) Business Days of incurrence;

(k) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;

(l) Unsecured Indebtedness not otherwise permitted under this Section 6.01 in an aggregate principal amount not to exceed $200 million at any time outstanding; provided that not more than an aggregate amount of $100 million of such Indebtedness at any time outstanding shall have a maturity or provide for scheduled amortization of principal prior to the 180th day following the Final Maturity Date;

(m) Indebtedness consisting of working capital facilities, lines of credit or cash management arrangements for Excluded Subsidiaries and Contingent Obligations of Excluded Subsidiaries in respect thereof; provided that (i) the aggregate principal amount of such Indebtedness incurred by NKL after the Closing Date shall not exceed $100 million at any time outstanding and (ii) the aggregate principal amount of such Indebtedness incurred by all other Excluded Subsidiaries after the Closing Date shall not exceed an aggregate of $100 million at any time outstanding;

(n) Indebtedness in respect of indemnification obligations or obligations in respect of purchase price adjustments or similar obligations incurred or assumed by the Loan Parties and their Subsidiaries in connection with an Asset Sale or sale of Equity Interests otherwise permitted under this Agreement;

(o) unsecured guaranties in the ordinary course of business of any person of the obligations of suppliers, customers or licensees;

(p) Indebtedness of NKL arising under letters of credit issued in the ordinary course of business;

(q) (i) Indebtedness of any person existing at the time such person is acquired in connection with a Permitted Acquisition or any other Investment permitted under Section 6.04; provided that such Indebtedness is not incurred in connection with or in contemplation of such Permitted Acquisition or other Investment and is not secured by Accounts or Inventory of any Company organized in a Principal Jurisdiction or the proceeds thereof, and at the time of such Permitted Acquisition or other Investment, no Event of Default shall have occurred and be continuing, and (ii) Permitted Refinancings of such Indebtedness, in an aggregate amount, for all such Indebtedness permitted under this clause (q), not to exceed $50 million at any time outstanding;


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(r) Indebtedness in respect of treasury, depositary and cash management services or automated clearinghouse transfer of funds (including the European Cash Pooling Arrangements and other pooled account arrangements and netting arrangements) in the ordinary course of business, in each case, arising under the terms of customary agreements with any bank at which such Subsidiary maintains an overdraft, pooled account or other similar facility or arrangement; and

(s) Permitted Holdings Indebtedness.

SECTION 6.02 Liens. Create, incur, assume or permit to exist, directly or indirectly, any Lien on any property now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except the following (collectively, the “Permitted Liens”):

(a) (i) inchoate Liens for taxes, assessments or governmental charges or levies not yet due and payable or delinquent and (ii) Liens for taxes, assessments or governmental charges or levies, which are due and payable and are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided on the books of the appropriate Company in accordance with GAAP;

(b) Liens in respect of property of any Company imposed by Requirements of Law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of the property of the Companies, taken as a whole, and do not materially impair the use thereof in the operation of the business of the Companies, taken as a whole, and (ii) which, if they secure obligations that are then due and unpaid for more than 30 days, are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided on the books of the appropriate Company in accordance with GAAP;

(c) any Lien in existence on the Closing Date and set forth on Schedule 6.02(c) that does not attach to the Accounts and Inventory of any Borrower and any Lien granted as a replacement, renewal or substitute therefor; provided that any such replacement, renewal or substitute Lien (i) does not secure an aggregate amount of Indebtedness, if any, greater than that secured on the Closing Date (including undrawn commitments thereunder in effect on the Closing Date, accrued and unpaid interest thereon and fees and premiums payable in connection with a Permitted Refinancing of the Indebtedness secured by such Lien) and (ii) does not encumber any property other than the property subject thereto on the Closing Date (any such Lien, an “Existing Lien”);

(d) easements, rights-of-way, restrictions (including zoning restrictions), reservations (including pursuant to any original grant of any Real Property from the applicable Governmental Authority), covenants, licenses, encroachments, protrusions and other similar charges or encumbrances, and minor title deficiencies or irregularities on or with respect to any Real Property, in each case whether now or hereafter in existence, not (i) securing Indebtedness for borrowed money or (ii) individually or in the aggregate materially interfering with the ordinary conduct of the business of the Companies at such Real Property;


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(e) Liens arising out of judgments, attachments or awards not resulting in an Event of Default that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided on the books of the appropriate Company in accordance with GAAP;

(f) Liens (other than any Lien imposed by ERISA) (x) imposed by Requirements of Law or deposits made in connection therewith in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security legislation, (y) incurred in the ordinary course of business to secure the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or (z) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided that (i) with respect to clauses (x), (y) and (z) of this paragraph (f), such Liens are for amounts not yet due and payable or delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been established on the books of the appropriate Company in accordance with GAAP, and (ii) to the extent such Liens are not imposed by Requirements of Law, such Liens shall in no event encumber any property other than cash and Cash Equivalents and, with respect to clause (y), property relating to the performance of obligations secured by such bonds or instruments;

(g) Leases, subleases or licenses of the properties of any Company granted to other persons which do not, individually or in the aggregate, interfere in any material respect with the ordinary conduct of the business of any Company;

(h) Liens arising out of conditional sale, hire purchase, title retention, consignment or similar arrangements for the sale of goods entered into by any Company in the ordinary course of business;

(i) Liens securing Indebtedness incurred pursuant to Section 6.01(f) or Section 6.01(g); provided that any such Liens attach only to the property being financed pursuant to such Indebtedness and any proceeds of such property and do not encumber any other property of any Company;

(j) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by any Company, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to treasury, depositary and cash management services or automated clearinghouse transfer of funds (including pooled account arrangements and netting arrangements); provided that, unless such Liens are non-consensual and arise by operation of law, in no case shall any such Liens secure (either directly or indirectly) the repayment of any other Indebtedness;

(k) Liens granted (i) pursuant to the Loan Documents to secure the Secured Obligations or (ii) pursuant to the Revolving Credit Security Documents to secure the “Secured


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Obligations” (as defined in the Revolving Credit Agreement) and any Permitted Revolving Credit Facility Refinancings thereof;

(l) licenses of Intellectual Property granted by any Company in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of the Companies;

(m) the filing of UCC or PPSA financing statements (or the equivalent in other jurisdictions) solely as a precautionary measure in connection with operating leases or consignment of goods;

(n) Liens on property of Excluded Subsidiaries securing Indebtedness of Excluded Subsidiaries permitted by Section 6.01(m) and (p);

(o) Liens securing the refinancing of any Indebtedness secured by any Lien permitted by clauses (c), (i) or (r) of this Section 6.02 or this clause (o) without any change in the assets subject to such Lien and to the extent such refinanced Indebtedness is permitted by Section 6.01;

(p) to the extent constituting a Lien, the existence of the “equal and ratable” clause in the Senior Note Documents (and any Permitted Refinancings thereof) (but not any security interests granted pursuant thereto);

(q) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(r) Liens on assets acquired in a Permitted Acquisition or on property of a person existing at the time such person is acquired or merged with or into or amalgamated or consolidated with any Company to the extent permitted hereunder or such assets are acquired (and not created in anticipation or contemplation thereof); provided that (i) such Liens do not extend to property not subject to such Liens at the time of acquisition (other than improvements thereon and proceeds thereof) and are no more favorable to the lienholders than such existing Lien and (ii) the aggregate principal amount of Indebtedness secured by such Liens does not exceed $50 million at any time outstanding;

(s) any encumbrance or restriction (including put and call agreements) solely in respect of the Equity Interests of any Joint Venture or Joint Venture Subsidiary that is not a Loan Party, contained in such Joint Venture’s or Joint Venture Subsidiary’s Organizational Documents or the joint venture agreement or stockholders agreement in respect of such Joint Venture or Joint Venture Subsidiary;

(t) Liens granted in connection with Indebtedness permitted under Section 6.01(e) that are limited in each case to the Securitization Assets transferred or assigned pursuant to the related Securitization Facility;

(u) Liens (which, if the same apply to any Collateral, are junior to the Liens on the Collateral securing the Secured Obligations) not otherwise permitted by clauses (a) through (t)


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of this Section 6.02 securing liabilities not in excess of $25 million in the aggregate at any time outstanding;

(v) To the extent constituting Liens, rights under purchase and sale agreements with respect to Equity Interests permitted to be sold in Asset Sales permitted under Section 6.06;

(w) Liens securing obligations owing to the Loan Parties so long as such obligations and Liens, where owing by or on assets of Loan Parties, are subordinated to the Secured Obligations and to the Secured Parties’ Liens on the Collateral in a manner satisfactory to the Administrative Agent; and

(x) Liens created, arising or securing obligations under the Receivables Purchase Agreement.

provided, however, that notwithstanding any of the foregoing, no consensual Liens (other than Liens permitted under clause (s) and (v) above, in the case of Securities Collateral) shall be permitted to exist, directly or indirectly, on any Securities Collateral, other than Liens granted pursuant to the Security Documents or the Revolving Credit Security Documents.

SECTION 6.03 Sale and Leaseback Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Leaseback Transaction”) unless (i) the sale of such property is permitted by Section 6.06, (ii) any Liens arising in connection with its use of such property are permitted by Section 6.02 and (iii) after giving effect to such Sale and Leaseback Transaction, (A) in the case of NKL, the aggregate fair market value of all properties covered by Sale and Leaseback Transactions entered into by NKL would not exceed $200 million and (B) in the case of Holdings or any other Subsidiary of Holdings, the aggregate fair market value of all properties covered by Sale and Leaseback Transactions entered into by all such persons would not exceed $100 million.

SECTION 6.04 Investments, Loan and Advances. Directly or indirectly, lend money or credit (by way of guarantee or otherwise) or make advances to any person, or purchase or acquire any stock, bonds, notes, debentures or other obligations or securities of, or any other ownership interest in, or make any capital contribution to, any other person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the property and assets or business of any other person or assets constituting a business unit, line of business or division of any other person, or purchase or own a futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract (all of the foregoing, collectively, “Investments”; it being understood that the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment and when determining the amount of an Investment that remains outstanding, the last paragraph of this Section 6.04 shall apply), except that the following shall be permitted:


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(a) Investments consisting of unsecured guaranties of, or other unsecured Contingent Obligations with respect to, operating payments not constituting Indebtedness for borrowed money incurred by Subsidiaries that are not Loan Parties, in the ordinary course of business, that, to the extent paid, shall not exceed an aggregate amount equal to $75 million less the amount of Contingent Obligations by Loan Parties in respect of Companies that are not Loan Parties permitted pursuant to Section 6.01(i)(ii);

(b) Investments outstanding on the Closing Date and identified on Schedule 6.04(b);

(c) the Companies may (i) acquire and hold accounts receivable owing to any of them if created or acquired in the ordinary course of business or in connection with a Permitted Acquisition, (ii) invest in, acquire and hold cash and Cash Equivalents, (iii) endorse negotiable instruments held for collection in the ordinary course of business or (iv) make lease, utility and other similar deposits in the ordinary course of business;

(d) Investments in Securitization Subsidiaries in connection with Securitization Facilities permitted by Section 6.01(e);

(e) the Loan Parties and their Subsidiaries may make loans and advances (including payroll, travel and entertainment related advances) in the ordinary course of business to their respective employees (other than any loans or advances to any director or executive officer (or equivalent thereof) that would be in violation of Section 402 of the Xxxxxxxx-Xxxxx Act) so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed (when aggregated with loans and advances outstanding pursuant to clause (h) below) $15 million;

(f) any Company may enter into Hedging Agreements to the extent permitted by Section 6.01(c);

(g) Investments made by any Company as a result of consideration received in connection with an Asset Sale made in compliance with Section 6.06;

(h) loans and advances to directors, employees and officers of the Loan Parties and their Subsidiaries for bona fide business purposes, in aggregate amount not to exceed (when aggregated with loans and advances outstanding pursuant to clause (e) above) $15 million at any time outstanding; provided that no loans in violation of Section 402 of the Xxxxxxxx-Xxxxx Act shall be permitted hereunder;

(i) Investments (i) by any Company in any other Company outstanding on the Closing Date and Investments made on or about the Closing Date in connection with the Receivables Purchase Agreement, (ii) by any Company in any Unrestricted Grantor, (iii) by any Restricted Grantor in any other Restricted Grantor, (iv) by an Unrestricted Grantor in any Restricted Grantor up to an aggregate amount made after the Closing Date of $50 million in the aggregate at any one time outstanding and (v) by any Company that is not a Loan Party in any other Company; provided that any such Investment in the form of a loan or advance to any Loan Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent and, in the case of a loan or advance by a Loan Party, evidenced by


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an Intercompany Note and pledged by such Loan Party as Collateral pursuant to the Security Documents;

(j) Investments in securities or other obligations received upon foreclosure or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of trade creditors or customers or in connection with the settlement of delinquent accounts in the ordinary course of business, and Investments received in good faith in settlement of disputes or litigation;

(k) Investments in Joint Ventures in which the Loan Parties hold at least 50% of the outstanding Equity Interests or Joint Venture Subsidiaries made with the Net Cash Proceeds of Asset Sales made in accordance with Section 6.06(k);

(l) Investments in Norf GmbH for purposes of making Capital Expenditures in an aggregate amount not to exceed $10 million during any Fiscal Year;

(m) Permitted Acquisitions; provided that the Lien on and security interest in such Investment granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable;

(n) [INTENTIONALLY OMITTED];

(o) Mergers, amalgamations and consolidations in compliance with Section 6.05; provided that the Lien on and security interest in such Investment granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable;

(p) Investments in respect of European Cash Pooling Arrangements, subject to the limitations set forth in Section 6.07;

(q) Investments consisting of guarantees of Indebtedness referred to in clauses (i) (to the extent such guarantee is in effect on the Closing Date or permitted as part of a Permitted Refinancing), (ii) and (iii) of Section 6.01(b) and Contingent Obligations permitted by Section 6.01(i); and

(r) other Investments in an aggregate amount not to exceed $200 million at any time outstanding; provided that any such Investment in the form of a loan or advance to any Loan Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent and, in the case of a loan or advance by a Loan Party, evidenced by an Intercompany Note and pledged by such Loan Party as Collateral pursuant to the Security Documents.

An Investment shall be deemed to be outstanding to the extent not returned in the same form as the original Investment to any Company. The outstanding amount of an Investment shall, in the case of a Contingent Obligation that has been terminated, be reduced to the extent no payment is or was made with respect to such Contingent Obligation upon or prior to the termination of such Contingent Obligation; and the outstanding amount of other Investments shall be reduced by the


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amount of cash or Cash Equivalents received with respect to such Investment upon the sale or disposition thereof, or constituting a return of capital with respect thereto or, repayment of the principal amount thereof, in the case of a loan or advance.

SECTION 6.05 Mergers, Amalgamations and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger, amalgamation or consolidation (or agree to do any of the foregoing at any future time), except that the following shall be permitted:

(a) Asset Sales in compliance with Section 6.06;

(b) Permitted Acquisitions in compliance with Section 6.04;

(c) (i) any Company may merge, amalgamate or consolidate with or into any Unrestricted Grantor (provided that (A) in the case of any merger, amalgamation or consolidation involving a Borrower, a Borrower is the surviving or resulting person, and in any other case, an Unrestricted Grantor is the surviving or resulting person, (B) no Borrower shall merge, amalgamate or consolidate with or into any other Borrower, (C) in the case of any merger, amalgamation or consolidation involving Canadian Borrower, the surviving or resulting Borrower is organized under the laws of Canada or the United States (or any state thereof or the District of Columbia) and (D) in the case of any merger or consolidation involving the U.S. Borrower, the surviving Borrower is organized under the laws of the United States (or any state thereof or the District of Columbia)), (ii) any Restricted Grantor may merge, amalgamate or consolidate with or into any other Restricted Grantor organized under the laws of the same country (or any jurisdiction within such same country) (provided that a Subsidiary Guarantor is the surviving or resulting person), and (iii) any Company that is not a Loan Party may merge, amalgamate or consolidate with or into any Restricted Grantor (provided that a Subsidiary Guarantor is the surviving or resulting person); provided that, in the case of each of the foregoing clauses (i) through (iii), (1) the surviving or resulting person is a Wholly Owned Subsidiary of Holdings, (2) the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained in full force and effect and perfected and enforceable (to at least the same extent as in effect immediately prior to such transfer) or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable and (3) no Default is then continuing or would result therefrom; provided that in the case of any amalgamation or consolidation involving a Loan Party, at the request of the Administrative Agent, such Loan Party and each other Loan Party shall confirm its respective Secured Obligations and Liens under the Loan Documents in a manner reasonably satisfactory to the Administrative Agent;

(d) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party;

(e) Holdings and Canadian Borrower may consummate the Permitted Holdings Amalgamation;

(f) any Subsidiary (other than any Borrower) may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect; and


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(g) any Unrestricted Grantor (other than a Borrower) may dissolve, liquidate or wind-up its affairs (collectively, “Wind-Up”), so long as all of its assets are distributed or otherwise transferred to an Unrestricted Grantor organized under the laws of the same jurisdiction as the Unrestricted Grantor Winding-Up its affairs and any Restricted Grantor may Wind-Up so long as all of its assets are distributed or otherwise transferred to a Restricted Grantor or an Unrestricted Grantor organized under the laws of the same jurisdiction as the Restricted Grantor Winding-Up its affairs; provided that (1) the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained in full force and effect and perfected and enforceable (to at least the same extent as in effect immediately prior to such transfer) or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable and (2) no Default is then continuing or would result therefrom.

To the extent the Required Lenders or such other number of Lenders whose consent is required under Section 11.02, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, and so long as the Lien of the Revolving Credit Funding Agent or the Revolving Credit Collateral Agent (or any other Revolving Credit Agents) pursuant to the Revolving Credit Loan Documents in such Collateral is also released, such Collateral (unless sold to a Loan Party) shall be sold free and clear of the Liens created by the Security Documents, and so long as Borrowers shall have provided the Agents with such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, and the Agents shall take all actions as Administrative Borrower reasonably requests in order to effect the foregoing.

SECTION 6.06 Asset Sales. Effect any Asset Sale, or agree to effect any Asset Sale, except that the following shall be permitted:

(a) disposition of used, worn out, obsolete or surplus property by any Company in the ordinary course of business and the abandonment or other disposition of Intellectual Property that is, in the reasonable judgment of Borrowers, no longer economically practicable to maintain or useful in the conduct of the business of the Companies taken as a whole;

(b) so long as no Default is then continuing or would result therefrom, any other Asset Sale (other than the Equity Interests of any Wholly Owned Subsidiary unless all of the Equity Interests of such Subsidiary then owned by any of the Companies are sold to the purchaser thereof in a sale permitted by this clause (b)) for fair market value, with at least 80% of the consideration received for all such Asset Sales payable in cash upon such sale; provided, however, that with respect to any such Asset Sale pursuant to this clause (b), the aggregate consideration received during any fiscal year for all such Asset Sales shall not exceed $150 million;

(c) leases, subleases or licenses of the properties of any Company in the ordinary course of business and which do not, individually or in the aggregate, interfere in any material respect with the ordinary conduct of the business of any Company;

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(d) mergers and consolidations, and liquidations and dissolutions in compliance with Section 6.05;

(e) sales, transfers and other dispositions of Accounts for the fair market value thereof in connection with a Permitted Factoring Facility so long as at any time of determination the aggregate book value of the then outstanding Accounts subject to a Permitted Factoring Facility does not exceed an amount equal to $300 million less the amount of Indebtedness under all outstanding Securitization Facilities at such time less the amount of Indebtedness outstanding under Section 6.01(m) at such time;

(f) the sale or disposition of cash and Cash Equivalents in connection with a transaction otherwise permitted under the terms of this Agreement;

(g) assignments and licenses of intellectual property of any Loan Party and its Subsidiaries in the ordinary course of business and which do not, individually or in the aggregate, interfere in any material respect with the ordinary conduct of the business of any Company;

(h) Asset Sales (other than the Equity Interests of any Subsidiary unless all of the Equity Interests of such Subsidiary then owned by any of the Companies are sold to the purchaser thereof in a sale permitted by this clause (h)) (i) by and among Unrestricted Grantors (other than Holdings), (ii) by and among Restricted Grantors organized under the laws of the same country (or jurisdictions within such same country), (iii) by Restricted Grantors to Unrestricted Grantors so long as the consideration paid by Unrestricted Grantors in each such Asset Sale does not exceed fair market value for such Asset Sale, (iv) by Unrestricted Grantors to Restricted Grantors of property for fair market value, and for aggregate consideration, not in excess of $25 million for all such Asset Sales following the Closing Date, (v) by Companies that are not Loan Parties to Loan Parties so long as the consideration paid by Loan Parties in each such Asset Sale does not exceed (1) the fair market value for such Asset Sale and (2) $25 million for all such Asset Sales following the Closing Date; and (vi) by and among Companies that are not Loan Parties; provided that (A) in the case of any transfer from one Loan Party to another Loan Party, any security interests granted to the Collateral Agent for the benefit of any Secured Parties pursuant to the relevant Security Documents in the assets so transferred shall (1) remain in full force and effect and perfected and enforceable (to at least the same extent as in effect immediately prior to such transfer) or (2) be replaced by security interests granted to the relevant Collateral Agent for the benefit of the relevant Secured Parties pursuant to the relevant Security Documents, which new security interests shall be in full force and effect and perfected and enforceable (to at least the same extent as in effect immediately prior to such transfer) and (B) no Default is then continuing or would result therefrom;

(i) the Companies may consummate Asset Swaps (other than Asset Swaps constituting all or substantially all of the asset of a Company), so long as (x) each such sale is in an arm’s-length transaction and the applicable Company receives at least fair market value consideration (as determined in good faith by such Company), (y) the Collateral Agent shall have a First Priority perfected Lien on the assets acquired pursuant to such Asset Swap at least to the same extent as the assets sold pursuant to such Asset Swap (immediately prior to giving effect thereto) and (z) the aggregate fair market value of all assets sold pursuant to this clause

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(i) shall not exceed $25 million in the aggregate since the Closing Date; provided that so long as the assets acquired by any Company pursuant to the respective Asset Swap are located in the same country as the assets sold by such Company, such $25 million aggregate cap will not apply to such Asset Swap;

(j) sales, transfers and other dispositions of Receivables and Related Security to a Securitization Subsidiary for the fair market value thereof and all sales, transfers or other dispositions of Securitization Assets by a Securitization Subsidiary under, and pursuant to, a related Securitization Facility permitted under Section 6.01(e);

(k) so long as no Default is then continuing or would result therefrom, the arm’s-length sale or disposition for cash of Equity Interests in a Joint Venture Subsidiary for fair market value or the issuance of Equity Interests in a Joint Venture Subsidiary; provided, however, that the aggregate fair market value of all such Equity Interests sold or otherwise disposed of pursuant to this clause (k) following the Closing Date shall not exceed $300 million; and

(l) issuances of Equity Interests permitted under Section 6.13(b)(i), (ii), (iii), (iv) and (vi).

To the extent the Required Lenders or such other number of Lenders whose consent is required under Section 11.02, as applicable, waive the provisions of this Section 6.06 with respect to the sale of any Collateral or any Collateral is sold as permitted by this Section 6.06, and so long as the Lien of the Revolving Credit Funding Agent or the Revolving Credit Collateral Agent (or any other Revolving Credit Agents) pursuant to the Revolving Credit Loan Documents in such Collateral is also released, such Collateral (unless sold to a Loan Party) shall be sold free and clear of the Liens created by the Security Documents, and so long as the Loan Parties shall have provided the Agents such certificates or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.06, the Agents shall take all actions as Administrative Borrower reasonably requests in order to effect the foregoing.

SECTION 6.07 European Cash Pooling Arrangements. Amend, vary or waive any term of the European Cash Pooling Arrangements without express written consent of the Administrative Agent, or enter into any new pooled account or netting agreement with any Affiliate without express written consent of the Administrative Agent. Permit the aggregate amount owed pursuant to the European Cash Pooling Arrangements by all Companies who are not Loan Parties minus the aggregate amount on deposit pursuant to the European Cash Pooling Arrangements from such Persons to exceed $30 million.

SECTION 6.08 Dividends. Authorize, declare or pay, directly or indirectly, any Dividends with respect to any Company, except that the following shall be permitted:

(a) (i) Dividends by any Company to any Loan Party that is a Wholly Owned Subsidiary of Holdings, (ii) Dividends by Holdings payable solely in Qualified Capital Stock and (iii) Dividends by Holdings payable with the proceeds of Permitted Holdings Indebtedness;

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(b) (i) Dividends by any Company that is not a Loan Party to any other Company that is not a Loan Party but is a Wholly Owned Subsidiary of Holdings and (ii) cash Dividends by any Company that is not a Loan Party to the holders of its Equity Interests on a pro rata basis;

(c) (A) to the extent actually used by Holdings to pay such franchise taxes, costs and expenses, payments by Borrowers to or on behalf of Holdings in an amount sufficient to pay franchise taxes and other fees solely required to maintain the legal existence of Holdings and (B) payments by Borrowers to or on behalf of Holdings in an amount sufficient to pay out-of-pocket legal, accounting and filing costs and other expenses in the nature of overhead in the ordinary course of business of Holdings, in the case of clauses (A) and (B) in an aggregate amount not to exceed $5 million in any fiscal year;

(d) Beginning with the fiscal year of Canadian Borrower commencing in 2009, Canadian Borrower may pay cash Dividends to Holdings the proceeds of which may be utilized by Holdings to pay cash Dividends to the holders of its Equity Interests (or to repay Subordinated Debt Loans) in an amount declared and paid in any fiscal year of Canadian Borrower not to exceed 50% of Consolidated Net Income for the previous fiscal year of Canadian Borrower (beginning with the first complete fiscal year commencing after the Closing Date) (such amount for any such fiscal year, determined after giving effect to clause (ii) below, the “CNI Basket”) less the aggregate amount of any repayments or redemptions of Indebtedness under the Senior Note Documents (or any Permitted Refinancings of any of such Indebtedness) made out of the CNI Basket for such fiscal year pursuant to clause (z) of Section 6.11(a); provided that (i) the Dividends described in this clause (d) shall not be permitted if a Default is continuing at the date of declaration or payment thereof or would result therefrom and (ii) Consolidated Net Income shall be calculated for purposes of this clause (d) and for purposes of Section 6.11 without giving effect to non-cash after-tax gains and losses resulting from the xxxx-to-market of any Hedging Agreement in accordance with the Statement of Financial Accounting Standards No. 133 or non-cash after-tax gains or losses relating to any balance sheet translation in accordance with the Statement of Financial Accounting Standards No. 52 and, in either case, assuming an applicable tax rate equal to 35%; and

(e) to the extent constituting a Dividend, payments permitted by Section 6.09(d) that do not relate to Equity Interests.

SECTION 6.09 Transactions with Affiliates. Enter into, directly or indirectly, any transaction or series of related transactions, whether or not in the ordinary course of business, with or for the benefit of any Affiliate of any Company (other than between or among Loan Parties), other than on terms and conditions at least as favorable to such Company as would reasonably be obtained by such Company at that time in a comparable arm’s-length transaction with a person other than an Affiliate, except that the following shall be permitted:

(a) Dividends permitted by Section 6.08;

(b) Investments permitted by Section 6.04(d), (e), (h), (i) or (l);

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(c) mergers, amalgamations and consolidations permitted by Section 6.05(c), (d), (e), (f) or (g), Asset Sales permitted by Section 6.06(h) and issuances of Equity Interests by Holdings or among Loan Parties, in each case, to the extent permitted by Section 6.13(b);

(d) reasonable and customary director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements, in each case approved by the Board of Directors of Canadian Borrower;

(e) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and otherwise not prohibited by the Loan Documents;

(f) the existence of, and the performance by any Company of its obligations under the terms of, any limited liability company, limited partnership or other Organizational Document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which has been disclosed in writing to the Administrative Agent as in effect on the Closing Date, and similar agreements that it may enter into thereafter, to the extent not more adverse to the interests of the Lenders in any material respect, when taken as a whole, than any of such documents and agreements as in effect on the Closing Date;

(g) the Transactions as contemplated by the Transaction Documents;

(h) Securitization Facilities permitted under Section 6.01(e) and transactions in connection therewith on a basis no less favorable to the applicable Company as would be obtained in a comparable arm’s length transaction with a person not an Affiliate thereof;

(i) cash management netting and pooled account arrangements permitted under Section 6.01(r);

(j) transactions between or among any Companies that are not Loan Parties;

(k) transactions between Loan Parties and Companies that are not Loan Parties that are at least as favorable to each such Loan Party as would reasonably be obtained by such Loan Party in a comparable arm’s-length transaction with a person other than an Affiliate; and

(l) transactions contemplated by the Receivables Purchase Agreement;

provided that notwithstanding any of the foregoing or any other provision of this Agreement, all intercompany loans, advances or other extensions of credit made to or by Companies organized in Switzerland shall be on fair market terms.

SECTION 6.10 [INTENTIONALLY OMITTED].

SECTION 6.11 Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly:

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(a) (i) make any voluntary or optional payment of principal on or prepayment on or redemption or acquisition for value of, or complete any mandatory prepayment, redemption or purchase offer in respect of, or otherwise voluntarily or optionally defease or segregate funds with respect to, any Indebtedness under the Senior Note Documents or any Subordinated Indebtedness (including the Subordinated Debt Loan and any Additional Subordinated Debt Loan but excluding any Subordinated Indebtedness wholly among Loan Parties) or any Permitted Refinancings of any of such Indebtedness, except (v) the Subordinated Debt Loan may be repaid with the proceeds of Permitted Holdings Indebtedness, (w) Indebtedness under the Senior Note Documents may be repaid or redeemed with the proceeds of Incremental Term Loans, (x) with the proceeds of a Permitted Refinancing of such Indebtedness, (y) redemptions of the Senior Notes required under the terms of Senior Note Documents pursuant to Section 4.17 of the Senior Note Agreement (as in effect on the Closing Date) as a result of the Hindalco Acquisition and (z) beginning in 2009, and so long as no Default is continuing or would result therefrom, repayments or redemptions of Indebtedness under the Senior Notes Documents (or any Permitted Refinancings (other than a refinancing with Incremental Term Loans) of any of such Indebtedness) in an aggregate amount not to exceed the CNI Basket for the previous fiscal year of Canadian Borrower (beginning with the first complete fiscal year commencing after the Closing Date) less the aggregate amount of any cash Dividends paid out of the CNI Basket for such fiscal year pursuant to Section 6.08(d), (ii) make any payment on or with respect to any Subordinated Indebtedness wholly among Loan Parties in violation of the Subordination provisions thereof or (iii) make any payment (whether, voluntary, mandatory, scheduled or otherwise) on or with respect to any Subordinated Indebtedness (including payments of principal and interest thereon, but excluding the discharge or release by Novelis AG (as consideration for the purchase of receivables under the Receivables Purchase Agreement) of loans or advances made by Novelis AG to German Seller) if an Event of Default is continuing or would result therefrom;

(b) [INTENTIONALLY OMITTED];

(c) amend or modify, or permit the amendment or modification of, any provision of any document governing any Material Indebtedness (other than Indebtedness under the Loan Documents or Revolving Credit Loan Documents (or any Permitted Revolving Credit Facility Refinancings thereof) and Indebtedness of NKL permitted under Section 6.01(m) or listed on Schedule 6.01) in any manner that, taken as a whole, is adverse in any material respect to the interests of the Lenders;

(d) amend or modify, or permit the amendment or modification of, any provision of any document governing any Indebtedness under the Revolving Credit Loan Documents (or any Permitted Revolving Credit Facility Refinancings thereof) if such amendment or modification would (i) cause the aggregate principal amount (or accreted value, if applicable) of all such Indebtedness, after giving effect to such amendment or modification, to at any time exceed the Maximum Revolving Credit Facility Amount, (ii) cause the “Applicable Margin” or similar component of the interest rate or yield provisions applicable to such Indebtedness, after giving effect to such amendment or modification, to be increased from the highest “Applicable Margin” set forth in the Revolving Credit Loan Documents as of the Closing Date by more than 3% per annum (excluding increases resulting from the accrual of interest at the default rate specified in the Revolving Credit Agreement), (iii) cause such Indebtedness to have a final

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maturity date earlier than the final maturity date of such Indebtedness immediately prior to such amendment or modification or (iv) result in the persons that are (or are required to be) obligors under such Indebtedness to be different from the persons that are (or are required to be) obligors under such Indebtedness being so amended or modified (unless such persons required to be obligors under such Indebtedness are or are required to be or become obligors under the Loan Documents); and provided that prior to the effectiveness of such amendment or modification, a Responsible Officer of Administrative Borrower shall have delivered an Officers’ Certificate to the Administrative Agent (together with a reasonably detailed description of the material terms and conditions of such amendment or modification or drafts of the documentation relating thereto) certifying that Administrative Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements;

(e) terminate, amend or modify any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election to treat any Pledged Securities (as defined in the Security Agreement) as a “security” under Section 8-103 of the UCC other than concurrently with the delivery of certificates representing such Pledged Securities to the Collateral Agent) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments or modifications or such new agreements which are not adverse in any material respect to the interests of the Lenders;

(f) amend or modify, or grant any consents, waivers or approvals with respect to, or permit the amendment or modification of, or granting of any consents, waivers or approvals with respect to, the Receivables Purchase Agreement, without the consent of the Administrative Agent; or

(g) amend or modify, or permit the amendment or modification of, any provision of any document governing any Subordinated Debt Loan or Additional Subordinated Debt Loan in any manner except as consented to by the Administrative Agent in connection with the Permitted Holdings Amalgamation and except in a manner that is not adverse in any respect to the Lenders and consented to by the Administrative Agent or in connection with increasing the Subordinated Debt Loan pursuant to an Additional Subordinated Debt Loan.

SECTION 6.12 Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of Canadian Borrower to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Canadian Borrower or any Subsidiary of Canadian Borrower, or pay any Indebtedness owed to Canadian Borrower or a Subsidiary of Canadian Borrower, (b) make loans or advances to Canadian Borrower or any Subsidiary of Canadian Borrower or (c) transfer any of its properties to Canadian Borrower or any Subsidiary of Canadian Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) the Senior Note Documents and the Revolving Credit Loan Documents or other Material Indebtedness; provided that in the case of such other Material Indebtedness, such encumbrances and restrictions are, taken as a whole, no more restrictive than such encumbrances and restrictions in the Loan Documents in existence on the Closing Date; (iv) customary provisions restricting subletting or assignment of any lease

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governing a leasehold interest of a Company; (v) customary provisions restricting assignment of any agreement entered into by a Subsidiary of Canadian Borrower; (vi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viii) any agreement in effect at the time such Subsidiary of Canadian Borrower becomes a Subsidiary of Canadian Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Canadian Borrower; (ix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, shareholders’ agreements, joint venture agreements, limited liability company organizational governance documents and other Organizational Documents, entered into in the ordinary course of business (or in connection with the formation of such partnership, joint venture, limited liability company or similar person) that (A) restrict the transfer of Equity Interests in such partnership, joint venture, limited liability company or similar person or (B) the case of any Joint Venture or Joint Venture Subsidiary that is not a Loan Party, provide for other restrictions of the type described in clauses (a), (b) and (c) above, solely with respect to the Equity Interests in, or property held in, such joint venture, and customary provisions in asset sale and stock sale agreements and other similar agreements permitted hereunder that provide for restrictions of the type described in clauses (a), (b) and (c) above, solely with respect to the assets or persons subject to such sale agreements; (x) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise not prohibited by the Loan Documents of the contracts, instruments or obligations referred to in clauses (iii), (viii) or (xi) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

SECTION 6.13 Limitation on Issuance of Capital Stock.

(a) Except as permitted by clause (b)(vi) below, issue any Equity Interest that is not Qualified Capital Stock.

(b) Issue any Equity Interest (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests which do not decrease the percentage ownership of any of the Loan Parties in any class of the Equity Interests of such issuing Company or issuances of Equity Interests in Joint Venture Subsidiaries in connection with the creation thereof; (ii) Subsidiaries of Canadian Borrower formed after the Closing Date in accordance with Section 6.14 may issue Equity Interests to Canadian Borrower or the Subsidiary of Canadian Borrower which is to own such Equity Interests; (iii) Canadian Borrower may issue common stock that is Qualified Capital Stock to Holdings; (iv) Holdings may issue Equity Interests that are Qualified Capital Stock; (v) any Company that is not a direct or indirect Wholly Owned Subsidiary of Holdings may issue Qualified Capital Stock to the extent such issuance would be a permitted Asset Sale under

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Section 6.06; and (vi) Joint Venture Subsidiaries may issue Preferred Stock or Disqualified Capital Stock. All Equity Interests issued in accordance with this Section 6.13(b) shall, to the extent required by Section 5.11 or any Security Document or if such Equity Interests are issued by any Loan Party (other than Holdings), be delivered to the Collateral Agent for pledge pursuant to the applicable Security Agreement.

SECTION 6.14 Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Loan Parties may (i) establish or create one or more Wholly Owned Subsidiaries of Holdings or (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.04(d), (k), (m), (o) or (p), so long as, in each case, Section 5.11(b) shall be complied with.

SECTION 6.15 Business.

(a) Each of Holdings, Novelis Europe Holdings Limited and Eurofoil shall not engage in any business or activity other than (i) holding shares in the Equity Interests of its Subsidiaries, (ii) holding intercompany loans made to Canadian Borrower, (iii) other activities attributable to or ancillary to its role as a holding company for its Subsidiaries and (iv) compliance with its obligations under the Loan Documents, the Term Loan Documents (and any Permitted Term Loan Facility Refinancings thereof), and the Senior Note Documents (and any Permitted Refinancings thereof).

(b) With respect to Borrower and the Subsidiaries, engage (directly or indirectly) in any business other than those businesses in which Borrower and its Subsidiaries are engaged on the Closing Date as described in the Confidential Information Memorandum (or, in the good faith judgment of the Board of Directors, which are substantially related thereto or are reasonable extensions thereof).

(c) Permit any Securitization Subsidiary to engage in any business or activity other than performing its obligations under the related Securitization Facility.

SECTION 6.16 Limitation on Accounting Changes. Make or permit any change in accounting policies or reporting practices or tax reporting treatment, except changes that are permitted by GAAP or any Requirement of Law and disclosed to the Administrative Agent.

SECTION 6.17 Fiscal Year. Change its fiscal year-end to a date other than March 31.

SECTION 6.18 Lease Obligations. Create, incur, assume or suffer to exist any obligations as lessee for the rental or hire of real or personal property of any kind under leases or agreements to lease (other than Capital Lease Obligations permitted under Section 6.01(f)) having an original term of one year or more that would cause the aggregate amount of rent paid or reserved in respect of all such obligations to exceed $25 million payable in any fiscal year of Canadian Borrower.

SECTION 6.19 No Further Negative Pledge. Enter into or suffer to exist any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties

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or revenues, whether now owned or hereafter acquired to secure the Secured Obligations, or which requires the grant of any security for an obligation if security is granted to secure the Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Senior Note Documents and the Revolving Credit Loan Documents; and (4) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of any lease governing a leasehold interest of a Loan Party or a Subsidiary, (d) is permitted under Section 6.02(s), (e) exists in any agreement or other instrument of a person acquired in an Investment permitted hereunder in existence at the time of such Investment (but not created in connection therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of any person, other than the person, or the property or assets of the person so acquired, (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary from encumbering its ownership interest therein or (g) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (4)(e); provided that such amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

SECTION 6.20 Anti-Terrorism Law; Anti-Money Laundering.

(a) Directly or indirectly, (i) knowingly conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in Section 3.22, (ii) knowingly deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) knowingly engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law (and the Loan Parties shall deliver to the Lenders any certification or other evidence requested from time to time by any Lender in its reasonable discretion, confirming the Loan Parties’ compliance with this Section 6.20).

(b) Cause or permit any of the funds of such Loan Party that are used to repay the Loans to be derived from any unlawful activity with the result that the making of the Loans would be in violation of any Requirement of Law.

SECTION 6.21 Embargoed Persons. Cause or permit (a) any of the funds or properties of the Loan Parties that are used to repay the Loans to constitute property of, or be beneficially owned directly or indirectly by, any person subject to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed Persons”) that is identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by OFAC and/or on any other similar list maintained by OFAC pursuant to any authorizing statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C.

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§§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or Requirement of Law promulgated thereunder, with the result that the investment in the Loan Parties (whether directly or indirectly) is prohibited by a Requirement of Law, or the Loans made by the Lenders would be in violation of a Requirement of Law, or (2) the Executive Order, any related enabling legislation or any other similar Executive Orders or (b) any Embargoed Person to have any direct or indirect interest, of any nature whatsoever in the Loan Parties, with the result that the investment in the Loan Parties (whether directly or indirectly) is prohibited by a Requirement of Law or the Loans are in violation of a Requirement of Law.

SECTION 6.22 Tax Shelter Reporting. Treat the Loans as being a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4. In the event Borrowers (or any of them) determine to take any action inconsistent with such intention, they will promptly notify the Administrative Agent thereof. This covenant shall survive the payment and termination of any Loans under this Agreement.

ARTICLE VII.

GUARANTEE

SECTION 7.01 The Guarantee. The Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety to each Secured Party and their respective successors and permitted assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, each Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document (including any Hedging Agreement entered into with a counterparty that is a Secured Party), and the performance of all obligations under any of the foregoing, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the applicable law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this Article VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby jointly and severally agree that if Borrower(s) or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever as if it was the principal obligor, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Without prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes

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of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributors to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

SECTION 7.02 Obligations Unconditional. The obligations of the Guarantors under Section 7.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of Borrowers or any other Loan Party under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:

(i) at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;

(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;

(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

(iv) any Lien or security interest granted to, or in favor of, any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or

(v) the release of any other Guarantor pursuant to Section 7.09.

The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against any Borrower or any other Loan Party under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the

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Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against any Borrower or any other Loan Party, or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

SECTION 7.03 Reinstatement. The obligations of the Guarantors under this ARTICLE VII shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Borrower or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise. The Guarantors jointly and severally agree that they will indemnify each Secured Party on demand for all reasonable costs and expenses (including reasonable fees of counsel) incurred by such Secured Party in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law, other than any costs or expenses resulting from the bad faith or willful misconduct of such Secured Party.

SECTION 7.04 Subrogation; Subordination. Each Guarantor hereby agrees that until the indefeasible and irrevocable payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against any Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness of any Loan Party permitted pursuant to Section 6.01(d) shall be subordinated to such Loan Party’s Secured Obligations a manner reasonably satisfactory to the Administrative Agent.

SECTION 7.05 Remedies. The Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of Borrowers under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 8.01 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.01) for purposes of Section 7.01, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against Borrowers and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations

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(whether or not due and payable by Borrowers) shall forthwith become due and payable by the Guarantors for purposes of Section 7.01.

SECTION 7.06 Instrument for the Payment of Money. Each Guarantor hereby acknowledges that the guarantee in this ARTICLE VII constitutes an instrument for the payment of money, and consents and agrees that any Lender or Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213.

SECTION 7.07 Continuing Guarantee. The guarantee in this ARTICLE VII is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.

SECTION 7.08 General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 7.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the rights of contribution established in the Contribution, Intercompany, Contracting and Offset Agreement) that are valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

SECTION 7.09 Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, Equity Interests of any Guarantor are sold or transferred such that it ceases to be a Subsidiary (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party or a Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be released from its obligations under this Agreement (including under Section 11.03 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and the pledge of such Equity Interests so transferred to the Collateral Agent pursuant to the Security Agreements shall be released, and the Collateral Agent shall take such actions as are necessary to effect each release described in this Section 7.09 in accordance with the relevant provisions of the Security Documents; provided that such Guarantor is also released from its obligations under the Revolving Credit Loan Documents and other guaranteed Material Indebtedness on the same terms.

SECTION 7.10 Certain Tax Matters. Notwithstanding the provisions of Section 2.15 if a Loan Party makes a payment hereunder that is subject to withholding tax in excess of the withholding that would have been imposed on payments made by the Borrower with respect to whose obligation it is making a payment, the Loan Parties shall increase the amount of such payment such that, after deduction and payment of all such withholding taxes, the payee receives an amount equal to the amount it would have received if no such withholding had been imposed; provided that the Agent or Lender provides, as reasonably requested by the relevant Loan Party and as required under Sections 2.15(e) or 2.15(g), as the case may be, such forms, certificates

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and documentation that it is legally entitled to furnish and would be required to reduce or eliminate withholding and, with respect to non-U.S. withholding taxes, would not, in the Administrative Agent’s or the relevant Lender’s reasonable judgment, subject it to any material unreimbursed costs or otherwise be disadvantageous to it in any material respect.

SECTION 7.11 German Guarantor.

(a) Subject to Section 7.11(b) through Section 7.11(e) below, the Secured Parties shall not enforce the guarantee obligations of a German Guarantor existing in the form of a German limited liability company or limited partnership with a limited liability company as partner (GmbH or GmbH & Co. KG) under this Article VII to the extent (i) such German Guarantor guarantees obligations of one of its shareholders or of an affiliated company (verbundenes Unternehmen) of a shareholder within the meaning of Section 15 of the German Stock Corporation Act (Aktiengesetz) (other than a Subsidiary of that German Guarantor or the German Guarantor itself), and (ii) the enforcement of such guarantee for shareholder obligations would reduce, in violation of Section 30 of the German Limited Liability Companies Act (GmbHG), the net assets (assets minus liabilities minus provisions and liability reserves (Reinvermögen), in each case as calculated in accordance with generally accepted accounting principles in Germany (Grundsätze ordnungsmäßiger Buchführung) as consistently applied by such German Guarantor in preparing its unconsolidated balance sheets (Jahresabschluss gem. § 42 GmbH — Act, §§ 242, 264 HGB) of the German Guarantor (or in the case of a GmbH & Co. KG, its general partner) to an amount that is insufficient to maintain its (or in the case of a GmbH & Co. KG, its general partner’s) registered share capital (Stammkapital) (or would increase an existing shortage in its net assets below its registered share capital); provided that for the purpose of determining the relevant registered share capital and the net assets, as the case may be:

(i) The amount of any increase of registered share capital (Stammkapital) of such German Guarantor (or its general partner in the form of a GmbH) implemented after the date of this Agreement that is effected without the prior written consent of the Administrative Agent shall be deducted from the registered share capital of the German Guarantor (or its general partner in the form of a GmbH);

(ii) any loans provided to the German Guarantor by a direct or indirect shareholder or an affiliate thereof (other than a Subsidiary of such German Guarantor) shall be disregarded and not accounted for as a liability to the extent that such loans are subordinated or are considered subordinated under Section 32a GmbHG;

(iii) shareholder loans, other loans and contractual obligations and liabilities incurred by the German Guarantor in violation of the provisions of any of the Loan Documents shall be disregarded and not accounted for as liabilities;

(iv) any assets that are shown in the balance sheet with a book value that, in the opinion of the Administrative Agent, is significantly lower than their market value and that are not necessary for the business of the German Guarantor (nicht betriebsnotwendig) shall be accounted for with their market value; and

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(v) the assets of the German Guarantor will be assessed at liquidation values (Liquidationswerte) if, at the time the managing directors prepare the balance sheet in accordance with paragraph (b) below and absent the demand a positive going concern prognosis (positive Fortbestehensprognose) cannot be established.

(b) The limitations set out in Section 7.11(a) only apply:

(i) if and to the extent that the managing directors of the German Guarantor (or in the case of a GmbH Co. KG, its general partner) have confirmed in writing to the Administrative Agent within ten (10) Business Days of a demand for payment under this Article VII the amount of the obligations under this Article VII which cannot be paid without causing the net assets of such German Guarantor (or in the case of a GmbH Co. KG, its general partner) to fall below its registered share capital, or increase an existing shortage in net assets below its registered share capital (taking into account the adjustments set out above) and such confirmation is supported by a current balance sheet and other evidence satisfactory to the Administrative Agent and neither the Administrative Agent nor any Lender raises any objections against that confirmation within five Business Days after its receipt; or

(ii) if, within twenty Business Days after an objection under clause (ii) has been raised by the Administrative Agent or a Lender, the Administrative Agent receives a written audit report (“Auditor’s Determination”) prepared at the expense of the relevant German Guarantor by a firm of auditors of international standing and reputation that is appointed by the German Guarantor and reasonably acceptable to the Administrative Agent, to the extent such report identifies the amount by which the net assets of that German Guarantor (or in the case of a GmbH & Co. KG, its general partner in the form of a GmbH) are necessary to maintain its registered share capital as at the date of the demand under this Article VII (taking into account the adjustments set out above). The Auditor’s Determination shall be prepared in accordance with generally accepted accounting principles applicable in Germany (Grundsätze ordnungsgemäßer Buchführung) as consistently applied by the German Guarantor in the preparation of its most recent annual balance sheet. The Auditor’s Determination shall be binding for all Parties except for manifest error.

(c) In any event, the Credit Parties shall be entitled to enforce the guarantee up to those amounts that are undisputed between them and the relevant German Guarantor or determined in accordance with Section 7.11(a) and Section 7.11(b). In respect of the exceeding amounts, the Credit Parties shall be entitled to further pursue their claims (if any) and the German Guarantor shall be entitled to provide that the excess amounts are necessary to maintain its registered share capital (calculated as at the date of demand under this Article VII and taking into account the adjustments set out above). The Secured Parties are entitled to pursue those parts of the guarantee obligations of the German Guarantor that are not enforced by operation of Section 7.11(a) above at any subsequent point in time. This Section 7.11 shall apply again as of the time such additional demands are made.

(d) Section 7.11(a) shall not apply as to the amount of Loans borrowed under this Agreement and passed on (whether by way of shareholder loan or equity contribution) to the respective German Guarantor or any of its Subsidiaries as long as the respective shareholder loan is outstanding or the respective equity contribution has not been dissolved or otherwise repaid.

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(e) Should it become legally permissible for managing directors of a German Guarantor to enter into guarantees in support of obligations of their shareholders without limitations, the limitations set forth in Section 7.11(a) shall no longer apply. Should any such guarantees become subject to legal restrictions that are less stringent than the limitations set forth in Section 7.11(a) above, such less stringent limitations shall apply. Otherwise, Section 7.11(a) shall remain unaffected by changes in applicable law.

SECTION 7.12 Swiss Guarantors. If and to the extent that (i) the obligations under this ARTICLE VII of any Swiss Guarantor are for the exclusive benefit of any of such Swiss Guarantor’s Affiliates (other than such Swiss Guarantor’s direct or indirect Subsidiaries) and (ii) complying with the obligations under this ARTICLE VII would constitute a repayment of capital (restitution des apports) or the payment of a (constructive) dividend (distribution de dividende), the following shall apply:

(a) The aggregate obligations under this ARTICLE VII of any Swiss Guarantor shall be limited to the maximum amount of such Swiss Guarantor’s profits and reserves available for distribution, in each case in accordance with, without limitation, articles 671 para.1 to 3 and 675 para.2 of the Swiss Code of Obligations (the “Available Amount”) at the time any Swiss Guarantor makes a payment under this ARTICLE VII (provided such limitation is still a legal requirement under Swiss law at that time).

(b) Immediately after having been requested to make a payment under this ARTICLE VII (the “Guarantee Payment”), each Swiss Guarantor shall (i) provide the Administrative Agent, within thirty (30) Business Days from being requested to make the Guarantee Payment, with (1) an interim audited balance sheet prepared by the statutory auditors of the applicable Swiss Guarantor, (2) the determination of the Available Amount based on such interim audited balance sheet as computed by the statutory auditors, and (3) a confirmation from the statutory auditors that the Available Amount is the maximum amount which can be paid by the Swiss Guarantor under this ARTICLE VII without breaching the provisions of Swiss corporate law, which are aimed at protecting the share capital and legal reserves, and (ii) upon receipt of the confirmation referred to in the preceding sentence under (3) and after having taken all actions required pursuant to paragraph (d) below, make such Guarantee Payment in full (less, if required, any Swiss Withholding Tax).

(c) If so required under Swiss law (including double tax treaties to which Switzerland is a party) at the time it is required to make a payment under this ARTICLE VII or the Security Documents, the applicable Swiss Guarantor (1) may deduct the Swiss Withholding Tax at the rate of 35% (or such other rate as may be in force at such time) from any payment under this ARTICLE VII or the Security Documents, (2) may pay the Swiss Withholding Tax to the Swiss Federal Tax Administration, and (3) shall notify and provide evidence to the Administrative Agent that the Swiss Withholding Tax has been paid to the Swiss Federal Tax Administration. To the extent the Guarantee Payment due is less than the Available Amount, the applicable Swiss Guarantor shall be required to make a gross-up, indemnify or otherwise hold harmless the Secured Parties for the deduction of the Swiss Withholding Tax, it being understood that at no time shall the Guarantee Payment (including any gross-up or indemnification payment pursuant to this paragraph (c) and including any Swiss Withholding Tax levied thereon) exceed the Available Amount. The applicable Swiss Guarantor shall use its best efforts to ensure that any

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person which is, as a result of a payment under this ARTICLE VII, entitled to a full or partial refund of the Swiss Withholding Tax, shall as soon as possible after the deduction of the Swiss Withholding Tax (i) request a refund of the Swiss Withholding Tax under any applicable law (including double tax treaties) and (ii) pay to the Administrative Agent for distribution to the applicable Secured Parties upon receipt any amount so refunded. The Obligations will only be considered as discharged to the extent of the effective payment received by the Secured Parties under this ARTICLE VII. This subsection (c) is without prejudice to the gross-up or indemnification obligations of any Guarantor other that the Swiss Guarantors.

(d) The Swiss Guarantors shall use reasonable efforts to take and cause to be taken all and any other action, including the passing of any shareholders’ resolutions to approve any Guarantee Payment under this ARTICLE VII or the Security Documents, which may be required as a matter of Swiss mandatory law or standard business practice as existing at the time it is required to make a Guarantee Payment under this ARTICLE VII or the Security Documents in order to allow for a prompt payment of the Guarantee Payment or Available Amount, as applicable.

SECTION 7.13 Irish Guarantor. This Guarantee does not apply to any liability to the extent that it would result in this Guarantee constituting unlawful financial assistance within the meaning of, in respect of any Irish Guarantor, Section 60 of the Companies Xxx 0000 of Ireland.

SECTION 7.14 Brazilian Guarantor. The Brazilian Guarantor waives and shall not exercise any and all rights and privileges granted to guarantors which might otherwise be deemed applicable, including but not limited to the rights and privileges referred to in Articles 827, 834, 835, 836, 837, 838 and 839 of the Brazilian Civil Code and the provisions of Article 595 of the Brazilian Civil Procedure Code.

ARTICLE VIII.

EVENTS OF DEFAULT

SECTION 8.01 Events of Default. Upon the occurrence and during the continuance of the following events (“Events of Default”):

(a) default shall be made in the payment of any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof (including a Term Loan Repayment Date) or at a date fixed for prepayment (whether voluntary or mandatory) thereof or by acceleration thereof or otherwise, or a prepayment offer required under Section 2.10 shall not be made in accordance with the terms thereof or a default shall be made in the payment of any amounts required to be paid upon consummation of a prepayment offer required under Section 2.10;

(b) default shall be made in the payment of any interest on any Loan or any Fee or any other amount (other than an amount referred to in paragraph (a) above) due under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for a period of three (3) Business Days;

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(c) any representation or warranty made or deemed made in or in connection with any Loan Document or the borrowings hereunder, or which is contained in any certificate furnished by or on behalf of a Loan Party pursuant to this Agreement or any other Loan Document, shall prove to have been false or misleading in any material respect when so made or deemed made;

(d) default shall be made in the due observance or performance by any Company of any covenant, condition or agreement contained in Section 5.02(a), Section 5.03(a), Section 5.04(a), Section 5.04(b), Section 5.08 or ARTICLE VI);

(e) (i) default shall be made in the due observance or performance by any Company of any covenant, condition or agreement contained in Section 5.02 (other than Section 5.02(a)), and such default shall continue unremedied or shall not be waived for a period of five (5) days after written notice thereof from the Administrative Agent or any Lender to Administrative Borrower, or (ii) default shall be made in the due observance or performance by any Company of any covenant, condition or agreement contained in any Loan Document (other than those specified in paragraphs (a), (b), (d) or (e)(i) immediately above) and such default shall continue unremedied or shall not be waived for a period of thirty (30) days after written notice thereof from the Administrative Agent or any Lender to Administrative Borrower;

(f) any Company shall (i) fail to pay any principal or interest, regardless of amount, due in respect of any Indebtedness (other than the Obligations), when and as the same shall become due and payable beyond any applicable grace period, or (ii) fail to observe or perform any other term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing any such Indebtedness if the effect of any failure referred to in this clause (ii) is to cause, or to permit (in the case of the Senior Notes only, with or without the lapse of time, but after any notice period required thereunder has commenced) the holder or holders of such Indebtedness or a trustee or other representative on its or their behalf to cause, such Indebtedness to become due prior to its stated maturity or become subject to a mandatory offer purchase by the obligor; provided that, other than in the case of the Revolving Credit Loans, it shall not constitute an Event of Default pursuant to this paragraph (f) unless the aggregate Dollar Equivalent amount of all such Indebtedness referred to in clauses (i) and (ii) exceeds $50 million at any one time (provided that, in the case of Hedging Obligations, the amount counted for this purpose shall be the net amount payable by all Companies if such Hedging Obligations were terminated at such time);

(g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of any Loan Party or Material Subsidiary, or of a substantial part of the property of any Loan Party or Material Subsidiary, under Title 11 of the U.S. Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law; (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator, examiner or similar official for any Loan Party or Material Subsidiary or for a substantial part of the property of any Loan Party or Material Subsidiary; or (iii) the winding-up, liquidation or examination of any Loan Party or Material Subsidiary; and such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered;

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(h) any Loan Party or Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law; (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in clause (g) above; (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator, examiner or similar official for any Loan Party or Material Subsidiary or for a substantial part of the property of any Loan Party or Material Subsidiary; (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding; (v) make a general assignment for the benefit of creditors; (vi) become unable, admit in writing its insolvency or inability or fail generally to pay its debts as they become due; (vii) take any action for the purpose of effecting any of the foregoing; (viii) wind up or liquidate (except in accordance with Section 6.05) or put into examination, (ix) take any step with a view to a moratorium or a composition or similar arrangement with any creditors of any Loan Party or Material Subsidiary, or a moratorium is declared or instituted in respect of the indebtedness of any Loan Party or Material Subsidiary;

(i) one or more judgments, orders or decrees for the payment of money in an aggregate Dollar Equivalent amount in excess of $25 million, to the extent not covered by insurance or supported by a letter of credit or appeal bonds posted in cash, shall be rendered against any Company or any combination thereof and the same shall remain undischarged, unvacated or unbonded for a period of thirty (30) consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon properties of any Company to enforce any such judgment;

(j) one or more ERISA Events or noncompliance with respect to Foreign Plans or Compensation Plans shall have occurred that, when taken together with all other such ERISA Events and noncompliance with respect to Foreign Plans or Compensation Plans that have occurred, could reasonably be expected to result in liability of any Company and its ERISA Affiliates that could reasonably be expected to result in a Material Adverse Effect;

(k) any security interest and Lien purported to be created by any Security Document shall cease to be in full force and effect, or shall cease to give the Collateral Agent, for the benefit of the Secured Parties, a valid, perfected First Priority security interest in and Lien on all of the Collateral thereunder (except as otherwise expressly provided in such Security Document) in favor of the Collateral Agent, or shall be asserted by any Borrower or any other Loan Party not to be a valid, perfected, First Priority (except as otherwise expressly provided in this Agreement, the Intercreditor Agreement or such Security Document) security interest in or Lien on the Collateral covered thereby;

(l) any Loan Document or any material provisions thereof shall at any time and for any reason be declared by a court of competent jurisdiction to be null and void, or a proceeding shall be commenced by any Loan Party or by any Governmental Authority, seeking to establish the invalidity or unenforceability thereof (exclusive of questions of interpretation of any provision thereof), or any Loan Party shall repudiate or deny any portion of its liability or obligation for the Obligations;

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(m) there shall have occurred a Change in Control;

(n) the Intercreditor Agreement or any material provision thereof shall cease to be in full force or effect other than (i) as expressly permitted hereunder or thereunder, (ii) by a consensual termination or modification thereof agreed to by the Agents party thereto and the Revolving Credit Agents party thereto, or (iii) as a result of satisfaction in full of the obligations under the Revolving Credit Loan Documents; or

(o) any Company shall be prohibited or otherwise restrained from conducting the business theretofore conducted by it in any manner that has or could reasonably be expected to result in a Material Adverse Effect by virtue of any determination, ruling, decision, decree or order of any court or Governmental Authority of competent jurisdiction;

then, and in every such event (other than an event with respect to any Loan Party described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event or an acceleration of all obligations under the Revolving Credit Agreement, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to Administrative Borrower, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of the Loan Parties accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by each of the Loan Parties, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to any Loan Party described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of the Loan Parties accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by each of the Loan Parties, anything contained herein or in any other Loan Document to the contrary notwithstanding.

SECTION 8.02 Rescission. If at any time after termination of the Commitments or acceleration of the maturity of the Loans, the Loan Parties shall pay all arrears of interest and all payments on account of principal of the Loans owing by them that shall have become due otherwise than by acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified herein) and all Defaults (other than non-payment of principal of and accrued interest on the Loans due and payable solely by virtue of acceleration) shall be remedied or waived pursuant Section 11.02, then upon the written consent of the Required Lenders and written notice to Administrative Borrower, the termination of the Commitments or the acceleration and their consequences may be rescinded and annulled; but such action shall not affect any subsequent Default or impair any right or remedy consequent thereon. The provisions of the preceding sentence are intended merely to bind the Lenders to a decision that may be made at the election of the Required Lenders, and such provisions are not intended to benefit any Loan Party and do not give any Loan Party the right to require the

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Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met.

SECTION 8.03 Application of Proceeds. Subject to the terms of the Intercreditor Agreement, the proceeds received by any of the Agents in respect of any sale of, collection from or other realization upon all or any part of the Collateral, whether pursuant to the exercise by the Collateral Agent of its remedies or otherwise (including any payments received with respect to adequate protection payments or other distributions relating to the Obligations during the pendency of any reorganization or insolvency proceeding) after an Event of Default has occurred and is continuing or after the acceleration of the Obligations, shall be applied, in full or in part, together with any other sums then held by the Agents or any Receiver pursuant to this Agreement, promptly by the Agents or any Receiver as follows:

(a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization including compensation to the Agents or any Receiver and their agents and counsel, and all expenses, liabilities and advances made or incurred by the Agents or any Receiver in connection therewith and all amounts for which the Agents or any Receiver are entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

(b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization including any compensation payable to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

(c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations which are then due and owing (other than principal) and any fees, premiums and scheduled periodic payments due under Hedging Agreements constituting Secured Obligations and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing;

(d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations and any premium thereon and any breakage, termination or other payments under Hedging Agreements constituting Secured Obligations and any interest accrued thereon and any remaining Secured Obligations; and

(e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns) or as a court of competent jurisdiction may direct.

In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (d) of this Section 8.03, the Loan Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding any other provision of this Agreement, after

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application pursuant to clauses (a) and (b) of this Section 8.03, any remaining proceeds of any of the 525 Collateral Accounts shall be applied to the indefeasible payment in full in cash, pro rata of the principal amount of any outstanding Canadian Term Loans which were not prepaid with amounts in such accounts as a result of Section 2.10(h)(vi) and any accrued and unpaid interest thereon, and thereafter, any remaining proceeds of the 525 Collateral Accounts shall be applied in the priority set forth in clauses (c) through (e) of this Section 8.03.

ARTICLE IX.

[INTENTIONALLY OMITTED]

ARTICLE X.

THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

SECTION 10.01 Appointment and Authority. Each of the Lenders hereby irrevocably appoints UBS AG, Stamford Branch, to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and authorizes such Agents to take such actions on its behalf and to exercise such powers as are delegated to such Agents by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Collateral Agent, the other Agents and the Lenders, and neither Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.

SECTION 10.02 Rights as a Lender. Each person serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include each person serving as an Agent hereunder in its individual capacity. Such person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Borrower or other Loan Party, or any Subsidiary or other Affiliate thereof, as if such person were not an Agent hereunder and without any duty to account therefor to the Lenders.

SECTION 10.03 Exculpatory Provisions.

(a) No Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, no Agent:

(i) shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii) shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that such Agent shall not be

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required to take any action that, in its judgment or the judgment of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Requirements of Law; and

(iii) shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Borrower or other Loan Party or any of its Affiliates that is communicated to or obtained by the person serving as such Agent or any of its Affiliates in any capacity.

(b) No Agent shall be liable for any action taken or not taken by it (x) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 11.02) or (y) in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until notice describing such Default is given to such Agent by Administrative Borrower or a Lender.

(c) No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in ARTICLE IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement with reference to the Administrative Agent or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term us used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties.

SECTION 10.04 Reliance by Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for any Borrower or other Loan Party), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

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SECTION 10.05 Delegation of Duties. Each Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent, including a sub-agent which is a non-U.S. affiliate of such Agent. Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent.

SECTION 10.06 Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders and Administrative Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Administrative Borrower, to appoint a successor, which (i) shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States and (ii) for the Administrative Agent, shall be a commercial bank or other financial institution having assets in excess of $1,000 million. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above provided that if the Agent shall notify Administrative Borrower and the Lenders that no qualifying person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through an Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this ARTICLE X and Section 11.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

SECTION 10.07 Non-Reliance on Agent and Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender further represents and warrants that it has reviewed the Confidential Information Memorandum and each other document made available to it on the Platform in connection with this Agreement and has

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acknowledged and accepted the terms and conditions applicable to the recipients thereof. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

SECTION 10.08 No Other Duties, etc. Notwithstanding anything to the contrary contained herein, none of the Joint Bookmanagers, Joint Lead Arrangers, Syndication Agent, or Documentation Agent listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, as the Collateral Agent or as a Lender hereunder.

SECTION 10.09 Indemnification. The Lenders severally agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the Borrowers or the Guarantors and without limiting the obligation of the Borrowers or the Guarantors to do so), ratably according to their respective outstanding Loans and Commitments in effect on the date on which indemnification is sought under this Section 10.09 (or, if indemnification is sought after the date upon which all Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such outstanding Loans and Commitments as in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s gross negligence or willful misconduct. The agreements in this Section 10.09 shall survive the payment of the Loans and all other amounts payable hereunder.

SECTION 10.10 [INTENTIONALLY OMITTED].

SECTION 10.11 Concerning the Collateral and the Related Loan Documents. Each Lender authorizes and directs Agents to enter into this Agreement and the other Loan Documents, including the Intercreditor Agreement. Each Lender agrees that any action taken by Agents or Required Lenders in accordance with the terms of this Agreement or the other Loan Documents, including the Intercreditor Agreement, and the exercise by Agents or Required Lenders of their respective powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders.

SECTION 10.12 Release. Each Lender and each Issuer hereby releases each Agent acting on its behalf pursuant to the terms of this Agreement or any other Loan Document from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch) (restriction on self-dealing).

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SECTION 10.13 Acknowledgment of Security Trust Deed. Each Lender acknowledges the terms of the Security Trust Deed and, in particular, the terms, basis and limitation on which the Collateral Agent holds the “Transaction Security” (as defined therein) and specifically agrees and accepts (i) such terms, basis and limitation; (ii) that the Collateral Agent shall, as trustee, have only those duties, obligations and responsibilities expressly specified in the Security Trust Deed; (iii) the limitation and exclusion of the Collateral Agent’s liability as set out therein; and (iv) all other provisions of the Security Trust Deed as if it were a party thereto.

ARTICLE XI.

MISCELLANEOUS

SECTION 11.01 Notices.

(a) Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows:

(i) if to any Loan Party, to Administrative Borrower at:

Novelis Inc.
0000 Xxxxxxxxx Xxxx XX, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx, Treasurer
Telecopier No.: 000-000-0000
Email: xxxxxxx.xxxxxxx@xxxxxxx.xxx

with a copy to:

Novelis Inc.
0000 Xxxxxxxxx Xxxx XX, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxx, Xx.
Telecopier No.: 000-000-0000
Email: xxx.xxxxxxxx@xxxxxxx.xxx

(ii) if to a Lender, to it at its address (or telecopier number) set forth in its Administrative Questionnaire; and

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(iii) if to the Administrative Agent or the Collateral Agent, to it at:

UBS AG, Stamford Branch
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxxxxxxx Xxxxx
Telecopier No.: (000) 000-0000
Email: Xxxxxxxxxxx.Xxxxx@XXX.xxx

with a copy to:

Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx
Telecopier No.: (000) 000-0000
Phone No.: (000) 000-0000

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

(b) Electronic Communications. Notices and other communications to the Lenders hereunder may (subject to Section 11.01(d)) be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to ARTICLE II if such Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the Collateral Agent or Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it (including as set forth in Section 11.01(d)); provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

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(c) Change of Address, Etc. Any party hereto may change its address or telecopier number for notices and other communications hereunder by notice to the other parties hereto.

(d) Posting. Each Loan Party hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement and any other Loan Document, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to a request for a new, or a conversion of an existing, Borrowing or other extension of credit (including any election of an interest rate or interest period relating thereto), (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default under this Agreement or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing or other extension of credit hereunder (all such non-excluded communications, collectively, the “Communications”), by transmitting the Communications in an electronic/soft medium in a format reasonably acceptable to the Administrative Agent at Xxxxxxxxxxx.Xxxxx@XXX.xxx or at such other e-mail address(es) provided to Administrative Borrower from time to time or in such other form, including hard copy delivery thereof, as the Administrative Agent shall reasonably require. Nothing in this Section 11.01(d) shall prejudice the right of the Agents, any Lender or any Loan Party to give any notice or other communication pursuant to this Agreement or any other Loan Document in any other manner specified in this Agreement or any other Loan Document.

To the extent consented to by the Administrative Agent from time to time, Administrative Agent agrees that receipt of the Communications by the Administrative Agent at its e-mail address(es) set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents; provided that the Administrative Borrower shall also deliver to the Administrative Agent an executed original of each Compliance Certificate and an executed copy (which may be by pdf or similar electronic transmission) of each notice or request of the type described in clauses (i) through (iv) of paragraph (d) above required to be delivered hereunder.

Each Loan Party further agrees that Administrative Agent may make the Communications available to the Lenders by posting the Communications on Intralinks or a substantially similar electronic transmission system (the “Platform”). The Platform is provided “as is” and “as available.” The Agents do not warrant the accuracy or completeness of the Communications, or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by any Agent in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties have any liability to the Loan Parties, any Lender or any other person for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of communications through the Internet, except to the extent the liability of such person is found in a final non-

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appealable judgment by a court of competent jurisdiction to have resulted from such person’s gross negligence or willful misconduct.

SECTION 11.02 Waivers; Amendment.

(a) Generally. No failure or delay by any Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of each Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by this Section 11.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether any Agent or any Lender may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

(b) Required Consents. Subject to the terms of the Intercreditor Agreement and to Section 11.02(c) and (d), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended, supplemented or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders (or by the Administrative Agent with the written consent of the Required Lenders) or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent (or, in the case of any applicable Security Document, the Collateral Agent) and the Loan Party or Loan Parties that are party thereto, in each case with the written consent of the Required Lenders; provided that no such agreement shall be effective if the effect thereof would:

(i) increase the Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default shall constitute an increase in the Commitment of any Lender);

(ii) reduce the principal amount of any Loan or reduce the rate of interest thereon (other than interest pursuant to Section 2.06(c)), or reduce any Fees payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender directly affected thereby;

(iii) (A) change the scheduled final maturity of any Loan, or any scheduled date of payment of or the installment otherwise due on the principal amount of any Loan under Section 2.09, (B) postpone the date for payment of any interest or fees payable hereunder, (C) change the amount of, waive or excuse any such payment (other than waiver of any increase in the interest rate pursuant to Section 2.06(c)), or (D) postpone the scheduled date of expiration of any Commitment without the written consent of each Lender directly affected thereby;

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(iv) increase the maximum duration of Interest Periods hereunder, without the written consent of each Lender directly affected thereby;

(v) permit the assignment or delegation by any Borrower of any of its rights or obligations under any Loan Document, without the written consent of each Lender;

(vi) except pursuant to the Intercreditor Agreement, release Holdings or all or substantially all of the Subsidiary Guarantors from their Guarantees (except as expressly provided in this Agreement or as otherwise expressly provided by any such Guarantee), or limit their liability in respect of such Guarantees, without the written consent of each Lender;

(vii) except pursuant to the Intercreditor Agreement or the express terms hereof, release all or a substantial portion of the Collateral from the Liens of the Security Documents or alter the relative priorities of a material portion of the Secured Obligations entitled to the Liens of the Security Documents, in each case without the written consent of each Lender (it being understood that additional Loans or Classes of Loans consented to by the Required Lenders and additional Loans pursuant to Section 2.23 may be equally and ratably secured by the Collateral with the then existing Secured Obligations under the Security Documents);

(viii) change Section 2.14(b), (c) or (d) in a manner that would alter the pro rata sharing of payments or setoffs required thereby or any other provision in a manner that would alter the pro rata allocation among the Lenders of Loan disbursements, including the requirements of Section 2.02(a), without the written consent of each Lender directly affected thereby (it being understood that additional Loans or Classes of Loans consented to by the Required Lenders and additional Loans pursuant to Section 2.23 may be equally and ratably secured by the Collateral with the then existing Secured Obligations under the Security Documents and may share payments and setoffs ratably with other Loans);

(ix) change any provision of this Section 11.02(b), (c), or (d), without the written consent of each Lender directly affected thereby (except for additional restrictions on amendments or waivers for the benefit of Lenders of additional Loans or Classes of Loans consented to by the Required Lenders and additional Loans pursuant to Section 2.23);

(x) change the percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document (including this Section) specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be), other than to increase such percentage or number or to give any additional Lender or group of Lenders such right to waive, amend or modify or make any such determination or grant any such consent;

(xi) change the application of payments as among or between Classes under Section 2.10(h), (i) or (j) or Section 8.03 without the written consent of the Required Class Lenders of each Class that is being allocated a lesser prepayment as a result thereof (it being understood that the Required Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment that is still required to be made is not changed and, if additional Loans or Classes of Loans under this Agreement

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consented to by the Required Lenders or additional Loans pursuant to Section 2.23 are made, such new Loans may be included on a pro rata basis in the various payments required pursuant to Section 2.10(h), (i) and (j) and Section 8.03); or

(xii) change or waive any provision of ARTICLE X as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the written consent of such Agent;

provided, further, that

(1) any waiver, amendment or modification prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers) may not be effected without the written consent of the Arrangers; and

(2) any waiver, amendment or modification of the Intercreditor Agreement (and any related definitions) may be effected by an agreement or agreements in writing entered into among the Collateral Agent, the Administrative Agent, the Revolving Credit Collateral Agent, the Revolving Credit Funding Agent and the Revolving Credit Canadian Administrative Agent (in each case, with the consent of the Required Lenders but without the consent of any Loan Party, so long as such amendment, waiver or modification does not impose any additional duties or obligations on the Loan Parties or alter or impair any right of any Loan Party under the Loan Documents).

(c) Collateral. Without the consent of any other person, the applicable Loan Party or Parties and the Administrative Agent and/or Collateral Agent may (in its or their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable Requirements of Law.

(d) Dissenting Lenders. If, in connection with any proposed change, waiver, discharge or termination of the provisions of this Agreement as contemplated by Section 11.02(b), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right, upon notice by Administrative Borrower to such Lender and the Administrative Agent, to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more persons pursuant to Section 2.16 so long as at the time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination. Each Lender agrees that, if the Borrowers elect to replace such Lender in accordance with this Section, it shall promptly execute and deliver to the Administrative Agent an Assignment and Assumption to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if Notes have been issued in respect of such Lender’s Loans) subject to such Assignment and Assumption; provided that the failure of any such non-consenting Lender to execute an Assignment and Assumption shall not render such sale and

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purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.

(e) Holdings Amalgamation and Increased Commitments. Notwithstanding the foregoing, the Administrative Agent and the Borrowers (without the consent of any Lenders) may amend or amend and restate this Agreement and the other Loan Documents if necessary or advisable in connection with or to effectuate (i) the Permitted Holdings Amalgamation and (ii) any additional Loans contemplated by Section 2.23.

SECTION 11.03 Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses. Administrative Borrower shall pay or cause the applicable Loan Party to pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Arrangers, and their respective Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and/or the Collateral Agent, expenses incurred in connection with due diligence, inventory appraisal and collateral audit and reporting fees, travel, courier, reproduction, printing and delivery expenses, and the obtaining and maintaining of CUSIP numbers for the Loans) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, or in connection with any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including in connection with post-closing searches to confirm that security filings and recordations have been properly made, (ii) all out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Lender or any Receiver (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Lender or any Receiver), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 11.03, (B) in enforcing, preserving and protecting, or attempting to enforce, preserve or protect its interests in the Collateral or (C) in connection with the Loans issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans and (iv) all documentary and similar taxes and charges in respect of the Loan Documents.

(b) Indemnification by Borrower. Each Loan Party shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof), each Lender and Receiver, and each Related Party of any of the foregoing persons (each such person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all reasonable out-of-pocket losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds

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therefrom, (iii) any actual or alleged presence or Release or threatened Release of Hazardous Materials on, at, under or from any property owned, leased or operated by any Company at any time, or any Environmental Claim related in any way to any Company, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. WITHOUT LIMITATION OF THE FOREGOING, IT IS THE INTENTION OF THE LOAN PARTIES, AND THE LOAN PARTIES AGREE, THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNITEE WITH RESPECT TO LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL EXPENSES OF LITIGATION OR PREPARATION THEREFOR), WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNITEE.

(c) Reimbursement by Lenders. To the extent that any Loan Party for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 11.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent or any Receiver or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof), such Receiver or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof) or the Receiver, in each case, in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof) or the Receiver in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.14. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total outstanding Term Loans and unused Commitments of all Lenders at the time.

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Requirements of Law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials

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distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(e) Payments. All amounts due under this Section shall be payable not later than three (3) Business Days after demand therefore accompanied by reasonable particulars of amounts due.

SECTION 11.04 Successors and Assigns.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Loan Party may (except as a result of a transaction expressly permitted by Section 6.05(c) or 6.05(e)) assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent, the Collateral Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of paragraph (b) of this Section 11.04, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section 11.04 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section (and any other attempted assignment or transfer by any Borrower or any Lender shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the other Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that

(i) except in the case of any assignment made in connection with the primary syndication of the Commitment and Loans by the Arrangers up to three (3) months after the Closing Date or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall be an integral multiple of $1 million (provided that in the case of a simultaneous assignment by any assigning Lender of U.S. Term Loans and Canadian Term Loans held by such Lender, the principal outstanding balance of such Loans subject to such assignment shall be aggregated for purposes of determining such minimum assignment amount), unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, Administrative Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);

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(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Classes on a non-pro rata basis; and

(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with (except in the case of any such assignments by the Arrangers or their Affiliates) a processing and recordation fee of $3,500 (provided that only one such fee shall be imposed in the case of simultaneous assignments by related Approved Funds or Affiliates of the assigning Lender), and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 11.04, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 2.12, Section 2.13, Section 2.15, Section 2.16, Section 7.10 and Section 11.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. No assignment shall be or shall be deemed to be a discharge, recission, extinguishment, novation or substitution of any Loan and any Loan assigned in accordance with this Section 11.04 shall continue to be the same obligation and not a new obligation. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section 11.04. In the event of a transfer by novation of all or part of its rights and obligations under this Agreement by a Lender, such Lender expressly reserves the rights, powers, privileges and actions that it enjoys under any Security Documents governed by French law in favor of its Eligible Assignee, in accordance with the provisions of article 1278 et seq. of the French Code civil.

(c) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall, at all times at one of its offices in Stamford, Connecticut, while any Loans are outstanding, maintain a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers, the Collateral Agent and any Lender (with respect to its own interest only), at any reasonable time and from time to time upon reasonable prior notice. The requirements of this Section 11.04(c) are intended to result in any and all Loans being in “registered form” for

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purposes of Section 871, Section 881 and any other applicable provision of the Code, and shall be interpreted and applied in a manner consistent therewith.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent sell participations to any person (other than a natural person or any Borrower, any of any Borrower’s or any other Company’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) each Loan Party, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clause (i), (ii) or (iii) of the first proviso to Section 11.02(b) that affects such Participant. Subject to paragraph (e) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Section 2.12, Section 2.13, Section 2.15, Section 2.16 and Section 7.10 (subject to the requirements of those Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to such sections (as applicable) as though it were a Lender.

(e) Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 2.12, Section 2.13, Section 2.15, Section 2.16 and Section 7.10 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Administrative Borrower’s prior written consent.

(f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. In the case of any Lender that is a fund that invests in bank loans, such Lender may, without the consent of any Loan Party or the Administrative Agent, collaterally assign or pledge all or any portion of its rights under this Agreement, including the Loans and Notes or any other instrument evidencing its rights as a Lender under this Agreement, to any holder of, trustee for, or any other representative of holders of, obligations owed or securities issued, by such fund, as security for such obligations or securities.

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(g) Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Requirement of Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 11.05 Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Agents or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Commitments have not expired or terminated. The provisions of Section 2.12, Section 2.14, Section 2.15, Section 2.16 and ARTICLE X shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.

SECTION 11.06 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents and any separate letter agreements with respect to fees payable to any Agent or the Arrangers (and any provisions of any other letter agreements among Canadian Borrower, the Arrangers ABN AMRO, and UBS Loan Finance LLC that are explicitly stated to survive the execution and delivery of this Agreement) (which surviving obligations are hereby assumed by the Borrowers), constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

SECTION 11.07 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the

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extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 11.08 Right of Setoff. Subject to the Intercreditor Agreement, if an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Requirements of Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of any Borrower or any other Loan Party against any and all of the obligations of such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have. Each Lender agrees to notify Administrative Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

SECTION 11.09 Governing Law; Jurisdiction; Consent to Service of Process.

(a) Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

(b) Submission to Jurisdiction. Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that any Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(c) Waiver of Venue. Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Requirements of Law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in Section

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11.09(b). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Requirements of Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Service of Process. Each party hereto irrevocably consents to service of process in any action or proceeding arising out of or relating to any Loan Document, in the manner provided for notices (other than telecopier, e-mail or other electronic transmission) in Section 11.01. Each Loan Party hereby irrevocably designates, appoints and empowers CSC Corporation, 1133 Ave of the Americas, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx, 00000 (telephone no: 000-000-0000) (telecopy no: 212-299-5656) (electronic mail address: xxxxxx@xxxxxxx.xxx) (the “Process Agent”), in the case of any suit, action or proceeding brought in the United States of America as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any action or proceeding arising out of or in connection with this Agreement or any Loan Document. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by applicable Requirements of Law.

SECTION 11.10 Waiver of Jury Trial. Each Loan Party hereby waives, to the fullest extent permitted by applicable Requirements of Law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement, any other Loan Document or the transactions contemplated hereby (whether based on contract, tort or any other theory). Each party hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section.

SECTION 11.11 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 11.12 Treatment of Certain Information; Confidentiality. Each Agent and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Requirements of Law or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 11.12, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (ii) any actual or

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prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party and its obligations or (iii) any rating agency for the purpose of obtaining a credit rating applicable to any Lender, (g) with the consent of Administrative Borrower or the applicable Loan Party or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Loan Parties. For purposes of this Section, “Information” means all information received from a Loan Party or any of its Subsidiaries relating to the Loan Parties or any of their Subsidiaries or any of their respective businesses, other than any such information that is available to any Agent or any Lender on a nonconfidential basis prior to disclosure by any Loan Party or any of their Subsidiaries. Any person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such Information as such person would accord to its own confidential information.

SECTION 11.13 USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers and the other Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrowers and the other Loan Parties, which information includes the name, address and tax identification number of the Borrowers and the other Loan Parties and other information regarding the Borrowers and the other Loan Parties that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrowers and the other Loan Parties in accordance with the Act. This notice is given in accordance with the requirements of the Act and is effective as to the Lenders and the Administrative Agent.

SECTION 11.14 Interest Rate Limitation. Notwithstanding anything to the contrary contained herein, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable Requirements of Law (collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable Requirements of Law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Interbank Rate to the date of repayment, shall have been received by such Lender.

SECTION 11.15 Lender Addendum. Each Lender to become a party to this Agreement on the date hereof shall do so by delivering to the Administrative Agent a Lender Addendum duly executed by such Lender, Administrative Borrower and the Administrative Agent.

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SECTION 11.16 Obligations Absolute. To the fullest extent permitted by applicable Requirements of Law, all obligations of the Loan Parties hereunder shall be absolute and unconditional irrespective of:

(a) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any Loan Party;

(b) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto against any Loan Party;

(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any Loan Document or any other agreement or instrument relating thereto;

(d) any exchange, release or non-perfection of any other Collateral, or any release or amendment or waiver of or consent to any departure from any guarantee, for all or any of the Obligations;

(e) any exercise or non-exercise, or any waiver of any right, remedy, power or privilege under or in respect hereof or any Loan Document; or

(f) any other circumstances which might otherwise constitute a defense available to, or a discharge of, the Loan Parties.

SECTION 11.17 Intercreditor Agreement. Notwithstanding anything to the contrary contained herein, each Lender acknowledges that the Lien and security interest granted to the Collateral Agent pursuant to the Security Documents and the exercise of any right or remedy by such Collateral Agent thereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and the Security Documents, the terms of the Intercreditor Agreement shall govern and control.

SECTION 11.18 Judgment Currency.

(a) Each Loan Party’s obligations hereunder and under the other Loan Documents to make payments in Dollars (the “Obligation Currency”) shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent or the respective Lender of the full amount of the Obligation Currency expressed to be payable to the Administrative Agent or such Lender under this Agreement or the other Loan Documents. If, for the purpose of obtaining or enforcing judgment against any Loan Party in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than the Obligation Currency (such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in the Obligation Currency, the conversion shall be made at the spot selling rate at which the Administrative Agent (or if the Administrative Agent does not quote a rate of exchange on such currency, by a known dealer in such currency designated by the Administrative Agent) offers to sell such Judgment Currency for the Obligation Currency in the London foreign exchange market at approximately 11:00 a.m. London time on such date for delivery two (2) Business Days later (such date of determination of

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such spot selling rate, being hereinafter referred to as the “Judgment Currency Conversion Date”).

(b) If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, each Borrower covenants and agrees to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount) as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date.

(c) For purposes of determining any rate of exchange for this Section 11.18, such amounts shall include any premium and costs payable in connection with the purchase of the Obligation Currency.

SECTION 11.19 [INTENTIONALLY OMITTED].

SECTION 11.20 [INTENTIONALLY OMITTED].

SECTION 11.21 Abstract Acknowledgment of Indebtedness and Joint Creditorship.

(a) Notwithstanding any other provision of this Agreement, each Loan Party hereby irrevocably and unconditionally agrees and covenants with the Collateral Agent by way of an abstract acknowledgment of indebtedness (abstraktes Schuldversprechen) that it owes to the Collateral Agent as creditor in its own right and not as a representative of the other Secured Parties, sums equal to, and in the currency of, each amount payable by such Loan Party to each of the Secured Parties under each of the Loan Documents relating to any Secured Obligations, as and when that amount falls due for payment under the relevant Secured Debt Agreement or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Party, to preserve its entitlement to be paid that amount.

(b) Each Loan Party undertakes to pay to the Collateral Agent upon first written demand the amount payable by such Loan Party to each of the Secured Parties under each of the Secured Debt Agreements as such amount has become due and payable.

(c) The Collateral Agent has the independent right to demand and receive full or partial payment of the amounts payable by each Loan Party under this Section 11.21, irrespective of any discharge of such Loan Party’s obligation to pay those amounts to the other Secured Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting such Loan Party, to preserve their entitlement to be paid those amounts.

(d) Any amount due and payable by a Loan Party to the Collateral Agent under this Section 11.21 shall be decreased to the extent that the other Secured Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Secured Debt Agreements and any amount due and payable by a Loan Party to the other Secured

163

Parties under those provisions shall be decreased to the extent that the Collateral Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 11.21; provided that no Loan Party may consider its obligations towards a Secured Party to be so discharged by virtue of any set-off, counterclaim or similar defense that it may invoke vis-à-vis the Collateral Agent.

(e) The rights of the Secured Parties (other than the Collateral Agent) to receive payment of amounts payable by each Loan Party under the Secured Debt Agreements are several and are separate and independent from, and without prejudice to, the rights of the Collateral Agent to receive payment under this Section 11.21.

(f) In addition, but without prejudice to the foregoing, the Collateral Agent shall be the joint creditor (together with the relevant Secured Parties) of all obligations of each Loan Party towards each of the Secured Parties under the Secured Debt Agreements.

SECTION 11.22 Special Appointment of Collateral Agent for German Security.

(a) (i) Each Lender that is or will become party to this Agreement hereby appoints the Collateral Agent as trustee (Treuhaender) and administrator for the purpose of holding on trust (Treuhand), administering, enforcing and releasing the German Security (as defined below) for the Secured Parties, (ii) the Collateral Agent accepts its appointment as a trustee and administrator of the German Security on the terms and subject to the conditions set out in this Agreement and (iii) the Lenders, the Collateral Agent and all other parties to this Agreement agree that, in relation to the German Security, no Lender shall exercise any independent power to enforce any German Security or take any other action in relation to the enforcement of the German Security, or make or receive any declarations in relation thereto.

(b) To the extent possible, the Collateral Agent shall hold and administer any German Security which is security assigned, transferred or pledged under German law to it as a trustee for the benefit of the Secured Parties, where “German Security” means the assets which are the subject of a security document which is governed by German law.

(c) Each Lender hereby authorizes and instructs the Collateral Agent (with the right of sub delegation) to enter into any documents evidencing German Security and to make and accept all declarations and take all actions as it considers necessary or useful in connection with any German Security on behalf of the Secured Parties. The Collateral Agent shall further be entitled to rescind, release, amend and/or execute new and different documents securing the German Security.

(d) The Lenders and the Collateral Agent agree that all rights and claims constituted by the abstract acknowledgment of indebtedness pursuant to this Section 11.22 and all proceeds held by the Collateral Agent pursuant to or in connection with such abstract acknowledgment of indebtedness are held by the Collateral Agent with effect from the date of such abstract acknowledgment of indebtedness in trust for the Secured Parties and will be administered in accordance with the Loan Documents. The Secured Parties and the Collateral Agent agree further that the respective Loan Party’s obligations under such abstract acknowledgment of indebtedness shall not increase the total amount of the Secured Obligations (as defined in the

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respective agreement governing German Security) and shall not result in any additional liability of any of the Loan Parties or otherwise prejudice the rights of any of the Loan Parties. Accordingly, payment of the obligations under such abstract acknowledgment of indebtedness shall, to the same extent, discharge the corresponding Secured Obligations and vice versa.

SECTION 11.23 Special Appointment of Administrative Agent in Relation to South Korea.

(a) Notwithstanding any other provision of this Agreement, each Loan Party hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to and in the currency of each amount payable by such Loan Party to each of the Secured Parties under each of the Loan Documents as and when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting that Loan Party, to preserve its entitlement to be paid that amount.

(b) The Administrative Agent shall have its own independent right to demand payment of the amounts payable by each Loan Party under this Section 11.23, irrespective of any discharge of such Loan Party’s obligation to pay those amounts to the Secured Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting that Loan Party, to preserve their entitlement to be paid those amounts.

(c) Any amount due and payable by a Loan Party to the Administrative Agent under this Section 11.23 shall be decreased to the extent that the other Secured Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Documents and any amount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 11.23.

(d) Subject to paragraph (c) above, the rights of the Secured Parties (in each case, other than the Administrative Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents are several and are separate and independent from, and without prejudice to, the rights of the Administrative Agent to receive payment under this Section 11.23.

SECTION 11.24 Designation of Collateral Agent under Civil Code of Quebec. Each of the parties hereto (including each Lender, acting for itself and on behalf of each of its Affiliates which are or become Secured Parties from time to time) confirms the appointment and designation of the Collateral Agent (or any successor thereto) as the person holding the power of attorney (fondé de pouvoir) within the meaning of Article 2692 of the Civil Code of Québec for the purposes of the hypothecary security to be granted by the Loan Parties or any one of them under the laws of the Province of Québec and, in such capacity, the Collateral Agent shall hold the hypothecs granted under the laws of the Province of Québec as such fondé de pouvoir in the exercise of the rights conferred thereunder. The execution by the Collateral Agent in its capacity as fondé de pouvoir prior to the date hereof of any document creating or evidencing any such hypothecs is hereby ratified and confirmed. Notwithstanding the provisions of Section 32 of the

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Act respecting the special powers of legal persons (Québec), the Collateral Agent may acquire and be the holder of any of the bonds secured by any such hypothec. Each future Secured Party, whether a Lender or any other holder of any Secured Obligation, shall be deemed to have ratified and confirmed (for itself and on behalf of each of its Affiliates that are or become Secured Parties from time to time) the appointment of the Collateral Agent as fondé de pouvoir.

SECTION 11.25 Maximum Liability. Subject to Section 7.08 and Sections 7.11 through 7.14, it is the desire and intent of (i) each Loan Party and the Lenders, that, in each case, the liability of such Loan Party shall be enforced against such Loan Party to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought after giving effect to the rights of contribution established in the Contribution, Intercompany, Contracting and Offset Agreement that are valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. If, however, and to the extent that, the obligations of any Loan Party under any Loan Document shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state, provincial or federal law relating to fraudulent conveyances or transfers), then the amount of such Loan Party’s obligations (in the case of any invalidity or unenforceability with respect such Loan Party’s obligations) under the Loan Documents shall be deemed to be reduced and such Loan Party shall pay the maximum amount of the Secured Obligations which would be permissible under applicable law; provided that any guarantees of any such obligations that are subject to deemed reduction pursuant to this Section 11.25 shall, to the fullest extent permitted by applicable Requirements of Law, be absolute and unconditional in respect of the full amount of such obligations without giving effect to any such deemed reduction.

[Signature Pages Follow]


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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


NOVELIS INC., as Canadian Borrower
By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Vice President and Treasurer


NOVELIS CORPORATION, as U.S. Borrower
By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Authorized Signatory


NOVELIS PAE CORPORATION, as U.S. Guarantor
By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Authorized Signatory


NOVELIS FINANCES USA LLC, as U.S. Guarantor
By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Authorized Signatory


NOVELIS SOUTH AMERICA HOLDINGS LLC, as U.S. Guarantor
By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Vice President and Treasurer

S-1


ALUMINUM UPSTREAM HOLDINGS LLC, as U.S. Guarantor
By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Vice President and Treasurer

S-2


NOVELIS UK LTD, as U.K. Guarantor
By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Authorized Signatory


NOVELIS AG, as Swiss Guarantor
By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Authorized Signatory


NOVELIS CAST HOUSE TECHNOLOGY LTD., as Canadian Guarantor

By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Authorized Signatory


4260848 CANADA INC., as Canadian Guarantor
By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Authorized Signatory


4260856 CANADA INC., as Canadian Guarantor
By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Authorized Signatory

S-3


NOVELIS NO. 1 LIMITED PARTNERSHIP, as Canadian Guarantor,
By: 4260848 CANADA INC.
Its: General Partner

By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Authorized Signatory


NOVELIS EUROPE HOLDINGS LIMITED, as U.K. Guarantor
By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Authorized Signatory


NOVELIS SWITZERLAND SA, as Swiss Guarantor
By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Authorized Signatory


NOVELIS TECHNOLOGY AG, as Swiss Guarantor
By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Authorized Signatory

S-4


AV ALUMINUM INC., as Guarantor
By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Authorized Signatory


		S-5


NOVELIS DEUTSCHLAND GMBH, as German Guarantor
By:	/s/ Xxxxxxxxx Xxxxxx
	Name:	Xxxxxxxxx Xxxxxx
	Title:	Managing Director


		S-6


NOVELIS DO BRASIL LTDA., as Brazilian Guarantor
By:	/s/ Xxxxx Xxxxxxxx
	Name:	Antonio Xxxxx Xxxxxx Nardocci
	Title:	Presidente



By:	/s/ Xxxxxxxxx Xxxxxxx
	Name:	Xxxxxxxxx X. Xxxxxxx
	Title:	Diretor Financeiro


		S-7


	Present when the Common Seal of NOVELIS ALUMINIUM HOLDING COMPANY, As Irish Guarantor, was hereunto affixed in the presence of:
	Name:	/s/ Xxxxxxx Xxxxxx
	Title:	Duly appointed attorney


	Name:	/s/ Xxx Xxxx-Xxxxxxxxxx
	Title:	Assistant to Legal Counsel


		S-8


UBS AG, STAMFORD BRANCH, as Administrative Agent and as Collateral Agent
By:	/s/ Xxxx X. Xxxxx
	Name:	Xxxx X. Xxxxx
	Title:	Associate Director



By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Associate Director


UBS SECURITIES LLC, as Joint Lead Arranger and Joint Bookmanager
By:	/s/ Xxxx X. Xxxxx
	Name:	Xxxx X. Xxxxx
	Title:	Associate Director



By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Associate Director


		S-9


UBS SECURITIES LLC, as Syndication Agent
By:	/s/ Xxxx X. Xxxxx
	Name:	Xxxx X. Xxxxx
	Title:	Associate Director



By:	/s/ Xxxx X. Xxxx
	Name:	Xxxx X. Xxxx
	Title:	Associate Director


		S-10


ABN AMRO INCORPORATED, as Joint Lead Arranger and Joint Bookmanager
By:	/s/ Xxxxx Xxxx
	Name:	Xxxxx Xxxx
	Title:	Managing Director


		S-11


ABN AMRO INCORPORATED, as Documentation Agent
By:	/s/ Xxxxx Xxxx
	Name:	Xxxxx Xxxx
	Title:	Managing Director


		S-12

Annex I

Applicable Margin


Eurocurrency U.S. Term Loans and	ABR U.S. Term Loans and ABR Canadian
Eurocurrency Canadian Term Loans	Term Loans

2.00%		1.00	%

Annex II

Amortization Table


		Canadian Term Loan
Date	U.S. Term Loan Amount	Amount

September 30, 2007	$1,650,000	$750,000

December 31, 2007	$1,650,000	$750,000

March 31, 2008	$1,650,000	$750,000

June 30, 2008	$1,650,000	$750,000

September 30, 2008	$1,650,000	$750,000

December 31, 2008	$1,650,000	$750,000

March 31, 2009	$1,650,000	$750,000

June 30, 2009	$1,650,000	$750,000

September 30, 2009	$1,650,000	$750,000

December 31, 2009	$1,650,000	$750,000

March 31, 2010	$1,650,000	$750,000

June 30, 2010	$1,650,000	$750,000

September 30, 2010	$1,650,000	$750,000

December 31, 2010	$1,650,000	$750,000

March 31, 2011	$1,650,000	$750,000

June 30, 2011	$1,650,000	$750,000

September 30, 2011	$1,650,000	$750,000

December 31, 2011	$1,650,000	$750,000

March 31, 2012	$1,650,000	$750,000


		Canadian Term Loan
Date	U.S. Term Loan Amount	Amount

June 30, 2012	$1,650,000	$750,000

September 30, 2012	$1,650,000	$750,000

December 31, 2012	$1,650,000	$750,000

March 31, 2013	$1,650,000	$750,000

June 30, 2013	$1,650,000	$750,000

September 30, 2013	$1,650,000	$750,000

December 31, 2013	$1,650,000	$750,000

March 31, 2014	$1,650,000	$750,000

June 30, 2014	$1,650,000	$750,000

Final Maturity Date	Remaining outstanding principal	Remaining outstanding principal

Annex III

Mandatory Cost Formula

1. The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.

2. On the first day of each Interest Period (or as soon as possible thereafter) the Administrative Agent shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Administrative Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum.

3. The Additional Cost Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Administrative Agent. This percentage will be certified by that Lender in its notice to the Administrative Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Loans made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office.

4. The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Administrative Agent as follows:

(a) in relation to a Loan in GBP:


		AB + C(B - D) + E x 0.01		per cent. per annum
		100 - (A + C)		per cent. per annum

(b) in relation to a Loan in any currency other than GBP:

Where:

A is the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which that Lender is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements.

B is the percentage rate of interest (excluding the Applicable Margin and the Mandatory Cost and, if the Loan is an Unpaid Sum, the additional rate of interest specified in Section 2.06(c)) payable for the relevant Interest Period on the Loan.

C is the percentage (if any) of Eligible Liabilities which that Lender is required from time to time to maintain as interest bearing Special Deposits with the Bank of England.

D is the percentage rate per annum payable by the Bank of England to the Administrative Agent (or such other bank as may be designated by the Administrative Agent in consultation with Borrower) on interest bearing Special Deposits.

E is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Administrative Agent as being the average of the most recent rates of charge supplied by the Reference Banks to the Administrative Agent pursuant to paragraph 7 below and expressed in GBP per £1 million.

5. For the purposes of this Schedule:

(a) “Eligible Liabilities” and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

(b) “Facility Office” means the office or offices notified by a Lender to the Administrative Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement;

(c) “Fees Rules” means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

(d) “Fee Tariffs” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate);

(e) “Reference Banks” means, in relation to each of the LIBOR Rate and Mandatory Cost, the principal office in Stamford, Connecticut of UBS AG, Stamford Branch, or such other bank or banks as may be designated by the Administrative Agent in consultation with Borrower;

(f) “Tariff Base” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules; and

(g) “Unpaid Sum” means any sum due and payable but unpaid by any Loan Party under the Loan Documents.

6. In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A negative result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be rounded to four decimal places.

7. If requested by the Administrative Agent, each Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the Administrative

Agent, the rate of charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that Reference Bank for that financial year) and expressed in GBP per £1 million of the Tariff Base of that Reference Bank.

8. Each Lender shall supply any information required by the Administrative Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender:

(a) the jurisdiction of its Facility Office; and

(b) any other information that the Administrative Agent may reasonably require for such purpose.

Each Lender shall promptly notify the Administrative Agent of any change to the information provided by it pursuant to this paragraph.

9. The percentages of each Lender for the purpose of A and C above and the rates of charge of each Reference Bank for the purpose of E above shall be determined by the Administrative Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that, unless a Lender notifies the Administrative Agent to the contrary, each Lender’s obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the same jurisdiction as its Facility Office.

10. The Administrative Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8 above is true and correct in all respects.

11. The Administrative Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8 above.

12. Any determination by the Administrative Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all parties to this Agreement.

13. The Administrative Agent may from time to time, after consultation with Borrower and the Lenders, determine and notify to all parties to this Agreement any amendments which are required to be made to this Annex III in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all parties to this Agreement.

EXHIBIT A

Form of

ADMINISTRATIVE QUESTIONNAIRE

NOVELIS INC.
NOVELIS CORPORATION


Agent Address:	UBS AG, Stamford Branch	Return form to:
	000 Xxxxxxxxxx Xxxxxxxxx	Attention: Xxxxxxxxxxx Xxxxx
	Xxxxxxxx, Xxxxxxxxxxx 00000	Telephone: (000) 000-0000
		Facsimile: (000) 000-0000
		E-mail: Xxxxxxxxxxx.Xxxxx@XXX.xxx

It is very important that all of the requested information be completed accurately and that this questionnaire be returned promptly. If your institution is sub-allocating its allocation, please fill out an administrative questionnaire for each legal entity.

Legal Name of Lender to appear in Documentation:

Signature Block Information:


• Signing Credit Agreement	o Yes	o No

• Coming in via Assignment	o Yes	o No

Type of Lender:

(Bank, Asset Manager, Broker/Dealer, CLO/CDO; Finance Company, Hedge Fund, Insurance, Mutual Fund, Pension Fund, Other Regulated Investment Fund, Special Purpose Vehicle, Other- please specify)

Lender Parent:


Domestic Address		Eurocurrency Address

EXHIBIT A-1


	Primary Credit Contact	Secondary Credit Contact

Name:


Company:


Title:


Address:





Telephone:


Facsimile:


E-Mail Address:


	Primary Operations Contact	Secondary Operations Contact

Name:


Company:


Title:


Address:





Telephone:


Facsimile:


E-Mail Address:


	Bid Contact


Name:


Company:


Title:


Address:





Telephone:


Facsimile:


E-Mail Address:

EXHIBIT A-2

Lender’s Domestic Wire Instructions


Bank Name:


ABA/Routing No.:


Account Name:


Account No.:


FFC Account Name:


FFC Account No.:


Attention:


Reference:

Lender’s Foreign Wire Instructions


Currency:


Bank Name:


Swift/Routing No.:


Account Name:


Account No.:


FFC Account Name:


FFC Account No.:


Attention:


Reference:

Agent’s Wire Instructions


Bank Name:		UBS AG

ABA/Routing No.:		000-000-000

Account No.:		860050-524

Attention:		Xxxxxxxxxxx Xxxxx

Reference:		Novelis

EXHIBIT A-3

Tax Documents

NON-U.S. LENDER INSTITUTIONS:

I. Corporations:

If your institution is incorporated outside of the United States for U.S. federal income tax purposes, and is the beneficial owner of the interest and other income it receives, you must complete one of the following three tax forms, as applicable to your institution: a.) Form W-8BEN (Certificate of Foreign Status of Beneficial Owner), b.) Form W-8ECI (Income Effectively Connected to a U.S. Trade or Business), or c.) Form W-8EXP (Certificate of Foreign Government or Governmental Agency).

A U.S. taxpayer identification number is required for any institution submitting Form W-8ECI. It is also required on Form W-8BEN for certain institutions claiming the benefits of a tax treaty with the U.S. Please refer to the instructions when completing the form applicable to your institution. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. An original tax form must be submitted.

II. Flow-Through Entities:

If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, other non- U.S. flow-through entity or Qualified or Non-Qualified Intermediary, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Subject to applicable exceptions (including an exception for certain U.S. branches of foreign banks), Non-Qualified Intermediaries and Foreign Flow-Through Entities other than “foreign withholding partnerships” are generally required to include tax forms for each of the underlying beneficial owners.

Please refer to the instructions when completing the form applicable to your institution. Original tax form(s) must be submitted within 90 days after the first payment of income.

U.S. LENDER INSTITUTIONS:

If your institution is incorporated or organized within the United States, we request that you submit an original Form W-9 (Request for Taxpayer Identification Number and Certification).

Pursuant to the language contained in the tax section of the Credit Agreement, the applicable tax form for your institution must be completed and returned prior to the first payment of income. Failure to provide the proper tax form when requested may subject your institution to U.S. tax withholding.

EXHIBIT A-4

EXHIBIT B

Form of
Assignment and Assumption

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement defined below, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including participations in any Letters of Credit and Swingline Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.


1.	Assignor:


2.	Assignee:

		[and is an Affiliate/Approved Fund of [identify Lender]¹]

3.	Borrower(s):	[Novelis, Inc.][Novelis Corporation]

4.	Administrative Agent:	UBS AG, Stamford Branch, as the administrative agent under the Credit Agreement

5.	Credit Agreement:	The Credit Agreement, dated as of July 6, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among NOVELIS INC., a corporation formed under the Canada Business Corporations Act, NOVELIS


¹		Select as applicable.

EXHIBIT B-1


		CORPORATION, a Texas corporation, AV ALUMINUM INC., a corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors, the Lenders, UBS AG, STAMFORD BRANCH, as administrative agent for the Lenders, UBS AG, STAMFORD BRANCH, as collateral agent for the Secured Parties, the other agents party thereto, and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers.

6.	Assigned Interest:

Aggregate Amount

Amount of [U.S.

of [U.S. Term Loan

Term Loan

Percentage Assigned

Commitment/U.S.

of [U.S. Term Loan

Term

Commitment/U.S.

Loans][Canadian

Term

Term Loan

Loans][Canadian

Commitment/Canadian

Term Loan

Term Loans]

Commitment/Canadian

Facility Assigned

for all Lenders

Assigned

Term Loans]²

[U.S. Term Loans]

[Canadian Term Loans]

[7. Trade Date: ]³


²		Set forth, to at least 9 decimals, as a percentage of the applicable Commitment/Loans of all Lenders thereunder.

³		To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

EXHIBIT B-2

Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]⁴

The terms set forth in this Assignment and Assumption are hereby agreed to:


	ASSIGNOR [NAME OF ASSIGNOR]
	By:
		Title:

	ASSIGNEE [NAME OF ASSIGNEE]
	By:
		Title:

Consented to and Accepted:

[NOVELIS INC.,
as Administrative Borrower]⁵


By:		Name:
		Title:

UBS AG, STAMFORD BRANCH,
as Administrative Agent


By:		Name:
		Title:


⁴		This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees.

⁵		To be added only if the approval of such person is required by the terms of the Credit Agreement.

EXHIBIT B-3

ANNEX 1 to Assignment and Assumption

[BORROWER]
CREDIT AGREEMENT

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Loan Parties, any of their Subsidiaries or Affiliates or any other person obligated in respect of any Loan Document or (iv) the performance or observance by the Loan Parties, any of their Subsidiaries or Affiliates or any other person of any of their respective obligations under any Loan Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Sections 4.01(e) or 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (vi) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire in the form of Exhibit A to the Credit Agreement, (vii) to the extent required by the Credit Agreement, the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date and (viii) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.15 of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on any Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Loan Documents are required to be performed by it as a Lender, and (iii) it will make or invest in its Commitments and Loans for its own account in the ordinary course and without a view to distribution of such Commitments and Loans within the meaning of the Securities Act or the Exchange Act, or other federal securities laws (it being understood that, subject to the provisions of

EXHIBIT B-ANNEX 1-1

Sections 2.16(c), 11.02(d) and 11.04 of the Credit Agreement, the disposition of such Commitments and Loans or any interests therein shall at all times remain within its exclusive control).

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts that have accrued to but excluding the Effective Date and to the Assignee for amounts that have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by, the law of the State of New York without regard to conflicts of principles of law that would require the application of the laws of another jurisdiction.

EXHIBIT B-ANNEX 1-2

EXHIBIT C

Form of
BORROWING REQUEST

UBS AG, Stamford Branch,
as Administrative Agent for
the Lenders referred to below,
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Facsimile: (000) 000-0000

Attention: Xxxxxxxxxxx Xxxxx

Re: NOVELIS

[Date]

Ladies and Gentlemen:

Reference is made to the Credit Agreement, dated as of July 6, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among NOVELIS INC., a corporation formed under the Canada Business Corporations Act, NOVELIS CORPORATION, a Texas corporation, AV ALUMINUM INC., a corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in the Credit Agreement), the Lenders, UBS AG, STAMFORD BRANCH, as administrative agent for the Lenders, UBS AG, STAMFORD BRANCH, as collateral agent for the Secured Parties, the other agents party thereto, and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers. Administrative Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made:


(A)	Class of Borrowing	[U.S. Term Loan]

		[Canadian Term Loan]

(B)	Principal amount of Borrowing¹

(C)	Date of Borrowing (which is a Business Day)

(D)	Type of Borrowing	[ABR] [Eurocurrency]


¹		ABR and Eurocurrency Loans must be in an amount that is at least $5,000,000 and an integral multiple of $1,000,000 or, if less, equal to the remaining available balance of the applicable Commitments.

EXHIBIT C-1


(E)		Interest Period and the last day thereof²

(F)		Funds are requested to be disbursed to Borrower’s account with [ ] (Account No. ).

Administrative Borrower hereby represents and warrants that the conditions to lending specified in Sections 4.02(b), (c) and (d) of the Credit Agreement are satisfied as of the date hereof.

[Signature Page Follows]


²		Shall be subject to the definition of “Interest Period” in the Credit Agreement.

EXHIBIT C-2


	NOVELIS INC., as Administrative Borrower
	By:
		Name:
		Title:

EXHIBIT C-3

EXHIBIT D

Form of
COMPLIANCE CERTIFICATE

I, [ ], the [Financial Officer] of [ ] (in such capacity and not in my individual capacity), hereby certify that, with respect to that certain Credit Agreement dated as of July 6, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; all of the defined terms in the Credit Agreement are incorporated herein by reference) among NOVELIS INC., a corporation formed under the Canada Business Corporations Act, NOVELIS CORPORATION, a Texas corporation, AV ALUMINUM INC., a corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in the Credit Agreement), the Lenders, UBS AG, STAMFORD BRANCH, as administrative agent for the Lenders, UBS AG, STAMFORD BRANCH, as collateral agent for the Secured Parties, the other agents party thereto, and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers:

(a) [Attached hereto as Schedule 1 are detailed calculations setting forth the Borrower’s Excess Cash Flow.]¹

(b) Attached hereto as Schedule 2 is the report of [accounting firm]²

(c) No Default has occurred under the Credit Agreement which has not been previously disclosed, in writing, to the Administrative Agent pursuant to a Compliance Certificate.³

(d) Attached hereto as Schedule 3 are detailed calculations showing a reconciliation of Consolidated EBITDA to the net income set forth on the statement of income, on a quarterly basis.

[Signature Page Follows]


¹		To accompany annual financial statements only.

²		To accompany annual financial statements only, to the extent permitted under applicable accounting guidelines. The report must opine or certify that, with respect to its regular audit of such financial statements, which audit was conducted in accordance with GAAP, the accounting firm obtained no knowledge that a Default has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying the nature and extent thereof.

³		If a Default shall have occurred, an explanation specifying the nature and extent of such Default shall be provided on a separate page together with an explanation of the corrective action taken or proposed to be taken with respect thereto (include, as applicable, information regarding actions, if any, taken since prior certificate).

EXHIBIT D-1

Dated this [ ] day of [ ], 20[ ].


[ ]
By:
	Name:
	Title:	[Financial Officer]

EXHIBIT D-2

SCHEDULE 1

Excess Cash Flow


Excess Cash Flow Calculation:

(A) Consolidated Interest Expense calculation for the Test Period ended [ ], 20[ ]:

total consolidated interest expense of Canadian Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP

plus, without duplication:

(a) imputed interest on Capital Lease Obligations and Attributable Indebtedness of Canadian Borrower and its Subsidiaries for such period;

(b) commissions, discounts and other fees and charges owed by Canadian Borrower or any of its Subsidiaries with respect to letters of credit securing financial obligations, bankers’ acceptance financing and receivables financings for such period;

(c) amortization of debt issuance costs, debt discount or premium and other financing fees and expenses incurred by Canadian Borrower or any of its Subsidiaries for such period;

(d) all interest paid or payable with respect to discontinued operations of Canadian Borrower or any of its Subsidiaries for such period;

(e) the interest portion of any deferred payment obligations of Canadian Borrower or any of its Subsidiaries for such period.

Consolidated Interest Expense

(B) Consolidated EBITDA for the Test Period ended [ ], 20[ ]:

Consolidated Net Income for the Test Period ended [ ], 20[ ]

EXHIBIT D-SCHEDULE 1-1


adding thereto, in each case only to the extent (and in the same proportion) deducted in determining such Consolidated Net Income and without duplication:

(a) Consolidated Interest Expense for such period,

(b) Consolidated Amortization Expense for such period,

(c) Consolidated Depreciation Expense for such period,

(d) Consolidated Tax Expense for such period,

(e) non-recurring cash expenses and charges relating to the Hindalco Acquisition and the Refinancing,

(f) restructuring charges in an amount not to exceed $15 million in the aggregate during the term of the Credit Agreement,

(g) the aggregate amount of all other non-cash charges reducing Consolidated Net Income (excluding any non-cash charge that results in an accrual of a reserve for cash charges in any future period) for such period

subtracting therefrom,

(a) the aggregate amount of all non-cash items increasing Consolidated Net Income (other than the accrual of revenue or recording of receivables in the ordinary course of business) for such period

excluding therefrom,

(a) any gain (or loss), together with any related provisions for taxes on any such gain (or the tax effect of any such loss), realized during such period by Canadian Borrower or any of its Subsidiaries upon any Asset Sale (other than any dispositions in the ordinary course of business) by Canadian Borrower or any of its Subsidiaries,

(b) gains and losses due solely to fluctuations in currency values and the related tax effects determined in accordance with GAAP for such period,

EXHIBIT D-SCHEDULE 1-2


(c) earnings or losses resulting from any reappraisal, revaluation or write-up or write-down of assets,

(d) any one-time increase or decrease to net income that is required to be recorded because of the adoption of new accounting policies, practices or standards required by GAAP,

(e) unrealized gains and losses with respect to Hedging Obligations for such period, and

(f) any extraordinary gain (or extraordinary loss), together with any related provision for taxes on any such gain (or the tax effect of any such loss), recorded or recognized by Canadian Borrower or any of its Subsidiaries during such period

Consolidated EBITDA

(C) Consolidated Adjusted EBITDA for the Test Period ended [ ], 20[ ]:

Consolidated EBITDA

plus, to the extent not otherwise included in Consolidated EBITDA:

(a) 100% of the net income of each Joint Venture Subsidiary and Xxxxx for such period minus the amount of any dividends or distributions paid to the holder of any interest (other than a Company) in such Joint Venture Subsidiary or Xxxxx during such period; and

(b) the Canadian Borrower’s proportionate share of EBITDA of Norf GmbH for such period

Consolidated Adjusted EBITDA

(D) Excess Cash Flow for the Test Period ended [ ], 20[ ]:

Consolidated Adjusted EBITDA

minus, without duplication:

EXHIBIT D-SCHEDULE 1-3


(a) Debt Service for such Excess Cash Flow Period;

(b) (i) any voluntary prepayments of Term Loans, (ii) any voluntary prepayments of term loans of NKL permitted under Section 6.01(m) of the Credit Agreement, (iii) any voluntary prepayments of Revolving Credit Loans to the extent accompanied by a simultaneous permanent reduction in an equal amount of the Revolving Credit Commitments (and excluding any such reduction to the extent relating to the entering into of a replacement Revolving Credit Agreement) and (iv) any voluntary prepayments of revolving Indebtedness of NKL permitted under Section 6.01(m) of the Credit Agreement to the extent accompanied by a simultaneous permanent reduction in an equal amount of the commitments in respect of such Indebtedness (and excluding any such reduction to the extent relating to the entering into of replacement revolving Indebtedness of NKL), in each case, so long as such amounts are not already reflected in Debt Service, during such Excess Cash Flow Period;

(c) Capital Expenditures during such Excess Cash Flow Period (excluding Capital Expenditures made in such Excess Cash Flow Period where a certificate in the form contemplated by the following clause (d) was previously delivered) that are paid in cash;

(d) Capital Expenditures that Canadian Borrower or any of its Subsidiaries shall, during such Excess Cash Flow Period, become obligated to make but that are not made during such Excess Cash Flow Period; provided that Canadian Borrower shall deliver a certificate to the Administrative Agent not later than 90 days after the end of such Excess Cash Flow Period, signed by a Responsible Officer of Canadian Borrower and certifying that such Capital Expenditures will be made in the following Excess Cash Flow Period;

(e) the aggregate amount of Investments made in cash during such period pursuant to Sections 6.04(e), (h), (l), (m) and (r) of the Credit Agreement;

EXHIBIT D-SCHEDULE 1-4


(f) (i) taxes of Canadian Borrower and its Subsidiaries that were paid in cash during such Excess Cash Flow Period (excluding taxes paid in such Excess Cash Flow period where a certificate contemplated by the following clause (ii) was previously delivered) and (ii) taxes of Canadian Borrower and its Subsidiaries that will be paid within six months after the end of such Excess Cash Flow Period and for which reserves have been established; provided that Borrower shall deliver a certificate to the Administrative Agent not later than 90 days after the end of such Excess Cash Flow Period, signed by a Responsible Officer of Borrower and certifying that such taxes will be paid within such six month period;

(g) the absolute value of the difference, if negative, of the amount of Net Working Capital at the end of the prior Excess Cash Flow Period (or, in the case of the Excess Cash Flow Period for the first complete fiscal year of Canadian Borrower commencing after the Closing Date, at the first day of such Excess Cash Flow Period) over the amount of Net Working Capital at the end of such Excess Cash Flow Period;

(h) to the extent added to determine Consolidated EBITDA and paid in cash during such Excess Cash Flow Period, restructuring charges in an amount not to exceed $15 million during the term of the Credit Agreement;

(i) losses excluded from the calculation of Consolidated EBITDA by operation of clauses (z)(a) and (z)(f) of the definition thereof that are paid or realized in cash during such Excess Cash Flow Period;

(j) Dividends paid in cash to Holdings during such Excess Cash Flow period in accordance with Section 6.08(c) of the Credit Agreement; and

(k) to the extent added to determine Consolidated EBITDA, all items that did not result from a cash payment to Canadian Borrower or any of its Subsidiaries on a consolidated basis during such Excess Cash Flow Period;¹

provided that any amount deducted pursuant of any of the foregoing clauses that will be paid after the close of such Excess Cash Flow Period shall not be deducted again in a subsequent Excess Cash Flow Period;

plus, without duplication:

EXHIBIT D-SCHEDULE 1-5


(i) the difference, if positive, of the amount of Net Working Capital at the end of the prior Excess Cash Flow Period (or, in the case of the Excess Cash Flow Period for the first complete fiscal year of Canadian Borrower commencing after the Closing Date, at the first day of such Excess Cash Flow Period) over the amount of Net Working Capital at the end of such Excess Cash Flow Period;

(ii) (1) all net cash proceeds received during such Excess Cash Flow Period of (x) any equity issuance by, or capital contribution to, Holdings, Canadian Borrower or any other Subsidiary of Canadian Borrower to, or made by, persons other than Companies and (y) any Indebtedness (other than Revolving Credit Loans), in each case, to the extent (directly or indirectly) used to finance (A) Investments made pursuant to Sections 6.04(e), (h), (l), (m) and (r) of the Credit Agreement, (B) voluntary prepayments of term loans of NKL (to the extent such voluntary repayment of term loans of NKL is deducted from Excess Cash Flow pursuant to clause (b)(ii) above), (C) voluntary repayments of Revolving Credit Loans (to the extent such voluntary repayment of Revolving Credit Loans is deducted from Excess Cash Flow pursuant to clause (b)(iii) above) or (D) voluntary repayments of revolving Indebtedness of NKL (to the extent such voluntary repayment of revolving Indebtedness of NKL is deducted from Excess Cash Flow pursuant to clause (b)(iv) above); (2) all net cash proceeds received during such Excess Cash Flow Period of (x) any equity issuance by, or capital contribution to, Holdings, Canadian Borrower or any other Subsidiary of Canadian Borrower to, or made by, persons other than Companies and (y) any Indebtedness (other than Revolving Credit Loans), in each case, to the extent used to finance any Capital Expenditure; and (3) all Net Cash Proceeds of Asset Sales utilized to make Capital Expenditures in such Excess Cash Flow Period as permitted under Section 2.10(c) of the Credit Agreement;

(iii) to the extent any permitted Capital Expenditures referred to in clause (d) above do not occur in the Excess Cash Flow Period specified in the certificate of Borrower provided pursuant to clause (d) above, such amounts of Capital Expenditures that were not so made in the Excess Cash Flow Period specified in such certificates;

(iv) to the extent any tax payments referred to in clause (f)(ii) above do not occur in the Excess Cash Flow Period

EXHIBIT D-SCHEDULE 1-6


specified in the certificate of Canadian Borrower provided pursuant to clause (f)(ii) above, such amounts of tax payments that were not so made in the Excess Cash Flow Period specified in such certificates;

(v) to the extent not reflected in Consolidated EBITDA for such Excess Cash Flow Period, any return on or in respect of Investments received in cash during such period, which Investments were made pursuant to Sections 6.04(e), (h), (l), (m) and (r) of the Credit Agreement (excluding any amounts of such Investments financed with the proceeds of (x) equity issuances by, or capital contributions to, Holdings, Canadian Borrower or any other Subsidiary of Canadian Borrower to, or made by, persons other than Companies or (y) Indebtedness (other than Revolving Credit Loans));

(vi) if deducted in the computation of Consolidated EBITDA, interest income;

(vii) income and gains excluded from the calculation of Consolidated EBITDA in any period by operation of clauses (z)(a) or (z)(f) of the definition thereof that are realized in cash during such Excess Cash Flow Period (other than pursuant to a sale under Section 6.06(k) of the Credit Agreement to the extent that the proceeds of such sale are reinvested in accordance with Section 6.04(k) of the Credit Agreement during such Excess Cash Flow Period); and

(viii) to the extent subtracted in determining Consolidated EBITDA, all items that did not result from a cash payment by Borrower or any of its Subsidiaries on a consolidated basis during such Excess Cash Flow Period.

Excess Cash Flow

EXHIBIT D-SCHEDULE 1-7

SCHEDULE 2

[Report of Accounting Firm]
[See attached]

EXHIBIT D-SCHEDULE 2-1

[SCHEDULE 3]

[Reconciliation of Consolidated EBITDA to Net Income]
[See attached]

EXHIBIT D-SCHEDULE 3-1

EXHIBIT E

Form of
INTEREST ELECTION REQUEST

UBS AG, Stamford Branch,
as Administrative Agent for
the Lenders referred to below,
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Facsimile: (000) 000-0000

Attention: Xxxxxxxxxxx Xxxxx

[Date]

Re: Novelis

Ladies and Gentlemen:

This Interest Election Request is delivered to you pursuant to Section 2.08 of the Credit Agreement, dated as of July 6, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among NOVELIS INC., a corporation formed under the Canada Business Corporations Act, NOVELIS CORPORATION, a Texas corporation, AV ALUMINUM INC., a corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in the Credit Agreement), the Lenders, UBS AG, STAMFORD BRANCH, as administrative agent for the Lenders, UBS AG, STAMFORD BRANCH, as collateral agent for the Secured Parties, the other agents party thereto, and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers.

The Administrative Borrower hereby requests that on [ ]¹ (the “Interest Election Date”),

1. $[ ] of the presently outstanding principal amount of the [U.S. Term Loans] [Canadian Term Loans] [available/originally made on [ ]],

2. [and all presently being maintained as/be issued as] [ABR Loans] [Eurocurrency Loans],

3. be [established as] [converted into] [continued as],

4. [Eurocurrency Loans having an Interest Period of [one/two/three/six] months] [ABR Loans].


¹		Shall be a Business Day that is (i) three Business Days following the date of this Interest Election Request in the case of conversion into/continuation of Eurocurrency Loans to the extent this Interest Election Request is delivered to the Administrative Agent not later than 11:00 a.m., New York City time on the date hereof, otherwise the fourth Business Day following the date of delivery hereof or (ii) the date of this Interest Election Request in the case of a conversion into ABR Loans to the extent this Interest Election Request is delivered to the Administrative Agent not later than 9:00 a.m., New York City time on the date hereof, otherwise the Business Day following the date of delivery hereof.

EXHIBIT E-1

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the proposed Interest Election Date, both before and after giving effect thereto and to the application of the proceeds therefrom:

(a) the foregoing [conversion] [continuation] complies with the terms and conditions of the Credit Agreement (including, without limitation, Section 2.08 of the Credit Agreement);

(b) no Default has occurred and is continuing, or would result from such proposed [conversion] [continuation].

[Signature Page Follows]

EXHIBIT E-2

The Administrative Borrower has caused this Interest Election Request to be executed and delivered by its duly authorized officer as of the date first written above.


	NOVELIS INC., as Administrative Borrower
	By:
		Name:
		Title:

EXHIBIT E-3

EXHIBIT F

Form of
JOINDER AGREEMENT

W I T N E S S E T H:

WHEREAS, the Guarantors have entered into the Credit Agreement and the applicable Security Documents in order to induce the Lenders to make the Loans to or for the benefit of the Borrowers;

WHEREAS, pursuant to Section 5.11(b) of the Credit Agreement, certain Subsidiaries are required to become Guarantors under the Credit Agreement by executing a Joinder Agreement. The undersigned Subsidiary (the “New Guarantor”) is executing this joinder agreement (“Joinder Agreement”) to the Credit Agreement and as consideration for the Loans previously made by the Lenders and as consideration for the other agreements of the Lenders and the Agents under the Loan Documents and as consideration for other good and valid consideration the receipt and sufficiency of which is hereby acknowledged.

NOW, THEREFORE, the Administrative Agent, Collateral Agent and the New Guarantor hereby agree as follows:

1. Guarantee. In accordance with Section 5.11(b) of the Credit Agreement, the New Guarantor by its signature below becomes a Guarantor under the Credit Agreement with the same force and effect as if originally named therein as a Guarantor.

2. Representations and Warranties. The New Guarantor hereby (a) agrees to all the terms and provisions of the Credit Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects (or, in the case of any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect”, true and correct in all respects) as of such earlier date. Each reference to a Guarantor in the Credit Agreement shall be deemed to include the New Guarantor. The New Guarantor hereby attaches supplements to each of the schedules to the Credit Agreement and the Perfection Certificates applicable to it.

3. Severability. Any provision of this Joinder Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

EXHIBIT F-1

4. Counterparts. This Joinder Agreement may be executed in counterparts, each of which shall constitute an original. Delivery of an executed signature page to this Joinder Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Joinder Agreement.

5. No Waiver. Except as expressly supplemented hereby, the Credit Agreement shall remain in full force and effect.

6. Notices. All notices, requests and demands to or upon the New Guarantor, any Agent or any Lender shall be governed by the terms of Section 11.01 of the Credit Agreement.

7. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

[Signature Pages Follow]

EXHIBIT F-2

IN WITNESS WHEREOF, the undersigned have caused this Joinder Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written.


	[NEW GUARANTOR]
	By:
		Name:
		Title:

	Address for Notices:

	UBS AG, Stamford Branch, as Administrative Agent and as Collateral Agent
	By:
		Name:
		Title:

	By:
		Name:
		Title:

EXHIBIT F-3

[Note: Schedules to be attached.]

EXHIBIT F-4

EXHIBIT G

Form of
LANDLORD ACCESS AGREEMENT

[See attached]

EXHIBIT G-1

LANDLORD’S LIEN WAIVER, ACCESS AGREEMENT AND CONSENT

THIS LANDLORD’S LIEN WAIVER, ACCESS AGREEMENT AND CONSENT (the “Agreement”) is made and entered into as of [ , 200 ] by and between , having an office at (“Landlord”) and UBS AG, STAMFORD BRANCH, having an office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, as collateral agent, (in such capacity, “Collateral Agent”), for the benefit of the Secured Parties under the Credit Agreement (as hereinafter defined).

R E C I T A L S:

A. Landlord is the record title holder and owner of the real property described in Schedule A attached hereto (the “Real Property”).

B. Landlord has leased all or a portion of the Real Property (the “Leased Premises”) to [ ] (“Lessee”) pursuant to a certain lease agreement or agreements described in Schedule B attached hereto (collectively, and as amended, amended and restated, supplemented or otherwise modified from time to time, the “Lease”).

C. [Lessee]¹ and the Collateral Agent, among others, have entered into that certain Credit Agreement, dated as of July [ ], 2007, (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement), pursuant to which the Lenders have agreed to make certain loans to, among others, [Lessee]² (collectively, the “Loans”).

D. [The Lessee is a subsidiary of Borrower]³

E. [The Lessee has, pursuant to the Credit Agreement among other things guaranteed the obligations of the Borrower under the Credit Agreement and the other Documents evidencing and securing the Loans.]⁴

F. As security for the payment and performance of Lessee’s Obligations under the Credit Agreement and the other Loan Documents, Collateral Agent (for its benefit and the benefit of the Secured Parties) has or will acquire a security interest in and lien upon all of Lessee’s personal property, inventory, accounts, goods, machinery, equipment, furniture and fixtures (together with all additions, substitutions, replacements and improvements to, and proceeds of, the foregoing, collectively, the “Personal Property”) [and a mortgage lien on Lessee’s leasehold interest in the Leased Premises.]⁵.


¹		Insert name of applicable borrower entities if Lessee is not the borrower under the Credit Agreement and create a defined term “Borrower”.

²		Insert “Borrower” if Lessee is not the borrower under the Credit Agreement.

³		Delete this recital if Lessee is a borrower under the Credit Agreement.

⁴		Delete this recital if Lessee is a borrower under the Credit Agreement.

⁵		Include bracketed language if Leased Premises are to be mortgaged.

G. Collateral Agent has requested that Landlord execute this Agreement as a condition precedent to the making of the Loans under the Credit Agreement.

A G R E E M E N T:

NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord hereby represents, warrants and agrees in favor of Collateral Agent, as follows:

1. Landlord hereby waives and releases unto Collateral Agent (i) any contractual landlord’s lien and any other landlord’s lien which it may be entitled to at law or in equity against any Personal Property, (ii) any and all rights granted by or under any present or future laws to levy or distrain for rent or any other charges which may be due to the Landlord against the Personal Property and (iii) any and all claims, liens and demands of every kind which it has or may hereafter have against the Personal Property (including, without limitation, any right to include the Personal Property in any secured financing Landlord may become party to). Landlord acknowledges that the Personal Property is and will remain personal property and not fixtures even though it may be affixed to or placed on the Real Property.

2. Landlord certifies that (i) Landlord is the landlord under the Lease described in Schedule B attached hereto, (ii) the Lease is in full force and effect and has not been amended, modified or supplemented except as set forth in Schedule B hereto, (iii) there is no defense, offset, claim or counterclaim by or in favor of Landlord against Lessee under the Lease or against the obligations of Landlord under the Lease and (iv) no notice of default has been given under or in connection with the Lease which has not been cured, and Landlord has no knowledge of any occurrence of any other default under or in connection with the Lease, (v) Lessee is in possession of the Leased Premises, (vi) the current monthly base rent under the Lease is $ per month, such monthly base rent due under the Lease has been paid through , (vii) additional rent is $ and has been paid through , (viii) common area charges are $ and have been paid through , (ix) there are no other agreements, whether oral or written, between Lessee and Lessor concerning the Real Property or the Leased Premises, (x) any improvements required by the terms of the Lease to be made by lessee have been completed to the satisfaction of Landlord, and Lessee’s current use and operating of the Leased Premises complies with any use covenants or operating requirements contained in the Lease, (xi) Landlord is the record and beneficial owner of the Leased Premises, and the Lease is not subordinate, and has not been subordinated by Landlord, to any mortgage, lien or other encumbrance, (xii) Landlord has not assigned, conveyed, transferred, sold, encumbered or mortgaged its interest in the Lease or the Real Property, and there are no mortgages, deeds of trust or other security interests encumbering Landlord’s fee interest in the Leased Premises, (xiii) Landlord has not received written notice of any pending eminent domain proceedings or other governmental actions or any judicial actions of any kind against Landlord’s interest in the Real Property, and (xiv) Landlord, and the person or persons executing this certificate on behalf of Landlord, have the power and authority to execute this Agreement.

3. Landlord agrees that Collateral Agent has the right to remove the Personal Property from the Leased Premises at any time prior to the occurrence of a default under the Lease and, after the occurrence of such a default, during the Standstill Period (as hereinafter defined) provided that Collateral Agent shall repair any damage arising from such removal. Landlord further agrees that, during the foregoing periods, Landlord will not (i) remove any of the Personal Property from the Leased Premises or (ii) hinder Collateral Agent’s actions in removing Personal Property from the Leased Premises or Collateral Agent’s actions in otherwise enforcing its security interest in the Personal Property. Collateral Agent shall not be liable for any diminution in value of the Leased Premises caused by the absence of Personal Property actually removed or by the need to replace the Personal Property

-2-

after such removal. Landlord acknowledges that Collateral Agent shall have no obligation to remove the Personal Property from the Leased Premises.

4. Landlord acknowledges and agrees that Lessee’s granting of a security interest in the Personal Property [and the granting of a mortgage lien in and upon Lessee’s interest in the Leased Premises, in each case,]⁶ in favor of the Collateral Agent (for its benefit and the benefit of the Secured Parties under the Credit Agreement) shall not constitute a default under the Lease nor permit Landlord to terminate the Lease or re-enter or repossess the Leased Premises or otherwise be the basis for the exercise of any remedy by Landlord and Landlord hereby expressly consents to the granting of such security interest [and mortgage lien.]⁷.

5. Notwithstanding anything to the contrary contained in this Agreement or the Lease, in the event of a default by Lessee under the Lease, Landlord agrees that (i) it shall provide to Collateral Agent at the address set forth in the introductory paragraph hereof a copy of any notice of default delivered to Lessee under the Lease and (ii) it shall not exercise any of its remedies against Lessee provided in favor of Landlord under the Lease or at law or in equity until, in the case of a monetary default, the date which is 45 days after the date the Landlord delivers written notice of such monetary default to Collateral Agent, and in the case of a non-monetary default, the date which is 60 days after the date the Landlord delivers written notice of such non-monetary default to Collateral Agent (such 45-day period for monetary defaults and such 60 day period for non-monetary defaults, as applicable, being referred to as the “Standstill Period”), provided, however, if such non-monetary default by its nature cannot reasonably be cured by Collateral Agent within such 60 day period, the Collateral Agent shall have such additional period of time as may be reasonably necessary to cure such non-monetary default, so long as Lender commences such curative measures within such 60 day period and thereafter proceeds diligently to complete such curative measures. In the event that any such non-monetary default by its nature cannot reasonably be cured by Collateral Agent, Landlord shall, provided Collateral Agent has theretofore cured all monetary defaults (if any), upon the request of Collateral Agent enter into a new lease with Collateral Agent (or its nominee) on the same terms and conditions as the Lease. Collateral Agent shall have the right, but not the obligation, during the Standstill Period, to cure any such default and Landlord shall accept any such cure by Collateral Agent or Lessee. If, during the Standstill Period, Collateral Agent or Lessee or any other Person cures any such default, then Landlord shall rescind the notice of default.

6. In the event of a termination, disaffirmance or rejection of the Lease for any reason, including, without limitation, pursuant to any laws (including any bankruptcy or other insolvency laws) by Lessee or the termination of the Lease for any reason by Landlord, Landlord will give the Collateral Agent the right, within sixty (60) days of such event, provided all monetary defaults under the Lease have been cured, to enter into a new lease of the Leased Premises, in the name of the Collateral Agent (or a designee to be named by the Collateral Agent at the time), for the remainder of the term of the Lease and upon all of the terms and conditions thereof, or, if the Collateral Agent shall elect not to exercise such right (such election to be made by Collateral Agent at its sole discretion), Landlord will give the Collateral Agent the right to enter upon the Leased Premises during such sixty (60) day period for the purpose of removing Tenant’s personal property therefrom.


⁶		Include bracketed language if Leased Premises are to be mortgaged.

⁷		Include bracketed language if Leased Premises are to be mortgaged.

-3-

7. Notwithstanding any provision to the contrary contained in the Lease, any acquisition of Lessee’s interest by Collateral Agent, its nominee, shall not create a default under, or require Landlord’s consent under, the Lease.

8. The terms and provisions of this Agreement shall inure to the benefit of and be binding upon the successors and assigns of Landlord (including, without limitation, any successor owner of the Real Property) and Collateral Agent. Landlord will disclose the terms and conditions of this Agreement to any purchaser or successor to Landlord’s interest in the Leased Premises. Notwithstanding that the provisions of this Agreement are self-executing, Landlord agrees, upon request by Collateral Agent, to execute and deliver a written acknowledgment confirming the provisions of this Agreement in form and substance satisfactory to Collateral Agent.

9. All notices to any party hereto under this Agreement shall be in writing and sent to such party at its respective address set forth above (or at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section 9) by certified mail, postage prepaid, return receipt requested or by overnight delivery service.

10. The provisions of this Agreement shall continue in effect until Landlord shall have received Collateral Agent’s written certification that the Loans have been paid in full and all of Lender’s other Obligations under the Credit Agreement and the other Loan Documents have been satisfied.

11. THE INTERPRETATION, VALIDITY AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.

12. Landlord agrees to execute, acknowledge and deliver such further instruments as Collateral Agent may request to allow for the proper recording of this Agreement (including, without limitation, a revised landlord’s waiver in form and substance sufficient for recording) or to otherwise accomplish the purposes of this Agreement.

13. Landlord agrees that, so long as the Notes and Lessee’s Obligations under the Credit Agreement remain outstanding and Collateral Agent retains an interest in the Personal Property [and/or Lessee’s interest in the Leased Premises]⁸, no modification, alteration or amendment shall be made to the Lease without the prior written consent of Collateral Agent if such modification, alteration or amendment could have a material adverse effect on the value or use of the Leased Premises or Lessee’s obligations or rights under the Lease.

[Signature Page Follows.]


⁸		Include bracketed language if Leased Premises are to be mortgaged.

-4-

IN WITNESS WHEREOF, Landlord and Collateral Agent have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first above written.

		,
as Landlord

By:
	Name:
	Title:

UBS AG, STAMFORD BRANCH, as Collateral Agent
By:
	Name:
	Title:

By:
	Name:
	Title:

Schedule A

Description of Real Property

Schedule B

Description of Leases


				Location/
Lessor	Lessee	Dated	Modification	Property Address

EXHIBIT H

[INTENTIONALLY OMITTED]

EXHIBIT H-1

EXHIBIT I

Form of
LENDER ADDENDUM

Reference is made to the Credit Agreement, dated as of July 6, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among NOVELIS INC., a corporation formed under the Canada Business Corporations Act, NOVELIS CORPORATION, a Texas corporation, AV ALUMINUM INC., a corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in the Credit Agreement), the Lenders, UBS AG, STAMFORD BRANCH, as administrative agent for the Lenders, UBS AG, STAMFORD BRANCH, as collateral agent for the Secured Parties, the Syndication Agent, the Documentation Agent, and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers.

Upon execution and delivery of this Lender Addendum by the parties hereto as provided in Section 11.15 of the Credit Agreement, the undersigned hereby becomes a Lender thereunder having the Commitment set forth in Schedule 1 hereto, effective as of the Closing Date.

THIS LENDER ADDENDUM SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

This Lender Addendum may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page hereof by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

EXHIBIT I-1

IN WITNESS WHEREOF, the parties hereto have caused this Lender Addendum to be duly executed and delivered by their proper and duly authorized officers as of this day of July, 2007.


		,
as a Lender
[Please type legal name of Lender above]

By:

	Name:
	Title:

[If second signature is necessary:]

By:

	Name:
	Title:

EXHIBIT I-2


Accepted and agreed: NOVELIS INC.
By:
		Name:
		Title:

UBS AG, STAMFORD BRANCH, as
Administrative Agent

By:

		Name:
		Title:

By:

		Name:
		Title:

EXHIBIT I-3

Schedule 1

COMMITMENTS AND NOTICE ADDRESS


1.		Name of Lender:
		Notice Address:


		Attention:
		Telephone:
		Facsimile:

2.		Commitment:

EXHIBIT I-4

EXHIBIT J

Form of
MORTGAGE

[See attached]

EXHIBIT J-1

[The aggregate maximum principal amount of indebtedness that may be secured hereby is $[ ].]¹

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,
SECURITY AGREEMENT AND FIXTURE FILING

BY
[ ],

as Mortgagor,

UBS AG, STAMFORD BRANCH,

as Collateral Agent,

as Mortgagee

Dated as of [ ], 2007

Relating to Premises in:
[ ]

This instrument was prepared in consultation with counsel in the state in which the Mortgaged Property is located by the
attorney named below and after recording please return to:

Xxxxxx Xxxxxxxxx, Esq.
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000


¹		TO BE INCLUDED ONLY IN MORTGAGE RECORDING TAX STATES.

TABLE OF CONTENTS


	Page
PREAMBLE		1

RECITALS		1

AGREEMENT		2

ARTICLE I.

DEFINITIONS AND INTERPRETATION

SECTION 1.1. Definitions		2
SECTION 1.2. Interpretation		5

ARTICLE II.

GRANTS AND SECURED OBLIGATIONS

SECTION 2.1. Grant of Mortgaged Property		5
SECTION 2.2. Assignment of Leases and Rents		6
SECTION 2.3. Secured Obligations		7
SECTION 2.4. Future Advances		7
SECTION 2.5. Secured Amount		7
SECTION 2.6. Last Dollar Secured		7
SECTION 2.7. No Release		8

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF MORTGAGOR

SECTION 3.1. Intentionally Omitted		8
SECTION 3.2. Warranty of Title		8
SECTION 3.3. Condition of Mortgaged Property		8
SECTION 3.4. Property Charges		9

ARTICLE IV.

CERTAIN COVENANTS OF MORTGAGOR

SECTION 4.1. Payment and Performance		9
SECTION 4.2. Title		9
SECTION 4.3. Inspection		10
SECTION 4.4. Limitation on Liens; Transfer Restrictions		10
SECTION 4.5. Insurance		11

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	Page
ARTICLE V.

CONCERNING ASSIGNMENT OF LEASES AND RENTS

SECTION 5.1. Present Assignment; License to the Mortgagor		11
SECTION 5.2. Collection of Rents by the Mortgagee		12
SECTION 5.3. Irrevocable Interest		12

ARTICLE VI.

TAXES AND CERTAIN STATUTORY LIENS

SECTION 6.1. Payment of Property Charges		12
SECTION 6.2. Stamp and Other Taxes		12
SECTION 6.3. Certain Tax Law Changes		12
SECTION 6.4. Proceeds of Tax Claim		13

ARTICLE VII.

CASUALTY EVENTS AND RESTORATION

SECTION 7.1. Casualty Event		13
SECTION 7.2. Condemnation		13
SECTION 7.3. Restoration		13

ARTICLE VIII.

EVENTS OF DEFAULT AND REMEDIES

SECTION 8.1. Remedies in Case of an Event of Default		14
SECTION 8.2. Sale of Mortgaged Property if Event of Default Occurs; Proceeds of Sale		14
SECTION 8.3. Additional Remedies in Case of an Event of Default		16
SECTION 8.4. Legal Proceedings After an Event of Default		16
SECTION 8.5. Remedies Not Exclusive		17

ARTICLE IX.

SECURITY AGREEMENT AND FIXTURE FILING

SECTION 9.1. Security Agreement		18
SECTION 9.2. Fixture Filing		18

ARTICLE X.

FURTHER ASSURANCES

SECTION 10.1. Recording Documentation To Assure Security		19

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	Page
SECTION 10.2. Further Acts		19
SECTION 10.3. Additional Security		20

ARTICLE XI.

MISCELLANEOUS

SECTION 11.1. Covenants To Run with the Land		20
SECTION 11.2. No Merger		20
SECTION 11.3. Concerning Mortgagee		20
SECTION 11.4. Mortgagee May Perform; Mortgagee Appointed Attorney-in-Fact		21
SECTION 11.5. Continuing Security Interest; Assignment		22
SECTION 11.6. Termination; Release		22
SECTION 11.7. Modification in Writing		22
SECTION 11.8. Notices		22
SECTION 11.9. GOVERNING LAW; SERVICE OF PROCESS; WAIVER OF JURY TRIAL		23
SECTION 11.10. Severability of Provisions		23
SECTION 11.11. Relationship		23
SECTION 11.12. No Credit for Payment of Taxes or Impositions		23
SECTION 11.13. No Claims Against the Mortgagee		23
SECTION 11.14. Mortgagee’s Right To Sever Indebtedness		24

ARTICLE XII.

INTERCREDITOR AGREEMENT

SECTION 12.1. Intercreditor Agreement		25
SECTION 12.2. Credit Agreement		26

ARTICLE XIII.

LEASES

SECTION 13.1. Mortgagor’s Affirmative Covenants with Respect to Leases		26
SECTION 13.2. Mortgagor’s Negative Covenants with Respect to Leases		26

ARTICLE XIV.

LOCAL LAW PROVISIONS

SIGNATURE

ACKNOWLEDGMENTS

SCHEDULE A Legal Description

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MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY
AGREEMENT AND FIXTURE FILING

This MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Mortgage”), dated as of [ , ], is made by [ ], a [ ], having an office at 0000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxx 00000, as mortgagor, assignor and debtor (in such capacities and together with any successors in such capacities, the “Mortgagor”), in favor of UBS AG, STAMFORD BRANCH, having an address at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in its capacity as collateral agent for Secured Parties (as hereinafter defined), as mortgagee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Mortgagee”).

R E C I T A L S:

A. Pursuant to that certain Credit Agreement, dated as of July 6, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; which term shall also include and refer to any increase in the amount of indebtedness under the Credit Agreement and any refinancing or replacement of the Credit Agreement (whether under a bank facility, securities offering or otherwise) or one or more successor or replacement facilities whether or not with a different group of agents or lenders (whether under a bank facility, securities offering or otherwise) and whether or not with different obligors upon the Administrative Agent’s acknowledgment of the termination of the predecessor Credit Agreement), among Novelis Inc. (the “Canadian Borrower”), Novelis Corporation (“US Borrower” and, together with the Canadian Borrower, the “Borrowers”), AV Aluminum Inc., the Subsidiary Guarantors (such term and each other capitalized term used and not defined herein having the meaning given to it in Article I of the Credit Agreement), the Lenders, UBS AG, Stamford Branch, as administrative agent for the Lenders, UBS AG, Stamford Branch, as collateral agent for the Secured Parties, ABN Amro Incorporated and UBS Securities LLC, as joint lead arrangers and joint bookmanagers, and the other parties thereto, the Lenders have agreed to make to or for the account of the Borrowers certain Term Loans.

B. The Mortgagor will receive substantial benefits from the execution, delivery and performance of the Loan Documents and is, therefore, willing to enter into this Mortgage.

C. It is a condition to (i) the obligations of the Lenders to make the Loans under the Credit Agreement and (ii) the performance of the obligations of the Secured Parties under the Loan Documents and Hedging Agreements, if any, that the Mortgagor execute and deliver the applicable Loan Documents, including this Mortgage.

D. This Mortgage is given by the Mortgagor in favor of the Mortgagee for its benefit and the benefit of the other Secured Parties to secure the payment and performance of all of the Secured Obligations (as defined in the Credit Agreement) owing by Mortgagor pursuant to the Loan Documents (collectively, the “Secured Obligations”).

A G R E E M E N T:

NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Mortgagor hereby covenants and agrees with the Mortgagee as follows:

ARTICLE I.

DEFINITIONS AND INTERPRETATION

SECTION 1.1. Definitions. (a) Capitalized terms used but not otherwise defined herein that are defined in the Credit Agreement shall have the meanings given to them in the Credit Agreement, including the following:

“Administrative Agent”; “Affiliate”; “Agents”; “Casualty Event”; “Collateral Agent”; “Commitment”; “Event of Default”; “Governmental Authority”; “Hedging Agreements”; “Letter of Credit”; “Lenders”; “Lien”; “Loan Documents”; “Loan Parties”; “Loans”; “Net Cash Proceeds”; “Notes”; “Permitted Liens”; “person”; “Requirements of Law”; “Secured Parties”; “Security Agreement”; “Security Documents”; and “Subsidiary Guarantors.”

(b) The following terms in this Mortgage shall have the following meanings:

“Allocated Indebtedness” shall have the meaning assigned to such term in Section 11.14(i) hereof.

“Allocation Notice” shall have the meaning assigned to such term in Section 11.14(i) hereof.

“Collateral” shall have the meaning assigned to such term in Section 11.14(i) hereof.

“Contracts” shall mean, collectively, any and all right, title and interest of the Mortgagor in and to any and all contracts and other general intangibles relating to the Mortgaged Property and all reserves, deferred payments, deposits, refunds and claims of every kind, nature or character relating thereto.

“Credit Agreement” shall have the meaning assigned to such term in Recital A hereof.

“Default Rate” shall mean the rate of interest payable during a default pursuant to the provisions of Section 2.06(f) of the Credit Agreement.

“Fixtures” shall mean all machinery, apparatus, equipment, fittings, fixtures, improvements and articles of personal property of every kind, description and nature whatsoever now or hereafter attached or affixed to the Land or any other Improvement used in connection with the use and enjoyment of the Land or any other Improvement or the maintenance or preservation thereof, which by the nature of their location thereon or attachment thereto are real

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property or fixtures under the UCC or any other applicable law including, without limitation, all HVAC equipment, boilers, electronic data processing, telecommunications or computer equipment, refrigeration, electronic monitoring, power, waste removal, elevators, maintenance or other systems or equipment, utility systems, fire sprinkler and security systems, drainage facilities, lighting facilities, all water, sanitary and storm sewer, drainage, electricity, steam, gas, telephone and other utility equipment and facilities, pipes, fittings and other items of every kind and description now or hereafter attached to or located on the Land.

“Improvements” shall mean all buildings, structures and other improvements of every kind or description and any and all alterations now or hereafter located, attached or erected on the Land, including, without limitation, (i) all attachments, railroad tracks, foundations, sidewalks, drives, roads, curbs, streets, ways, alleys, passages, passageways, sewer rights, parking areas, driveways, fences and walls and (ii) all materials now or hereafter located on the Land intended for the construction, reconstruction, repair, replacement, alteration, addition or improvement of or to such buildings, structures and improvements, all of which materials shall be deemed to be part of the Improvements immediately upon delivery thereof on the Land and to be part of the Improvements immediately upon their incorporation therein.

“Insurance Policies” means the insurance policies and coverages required to be maintained by the Mortgagor with respect to the Mortgaged Property pursuant to the Credit Agreement.

“Land” shall mean the land described in Schedule A annexed to this Mortgage, together with all of the Mortgagor’s reversionary rights in and to any and all easements, rights-of-way, strips and gores of land, waters, water courses, water rights, mineral, gas and oil rights and all power, air, light and other rights, estates, titles, interests, privileges, liberties, servitudes, licenses, tenements, hereditaments and appurtenances whatsoever, in any way belonging, relating or appertaining thereto, or any part thereof, or which hereafter shall in any way belong, relate or be appurtenant thereto and together with any greater or additional estate therein as may be acquired by Mortgagor.

“Landlord” shall mean any landlord, lessor, franchisor, licensor or grantor, as applicable.

“Leases” shall mean, collectively, any and all interests of the Mortgagor, as Landlord, in all leases and subleases of space, tenancies, franchise agreements, licenses, occupancy or concession agreements now existing or hereafter entered into, whether or not of record, relating in any manner to the Premises and any and all amendments, modifications, supplements, replacements, extensions and renewals of any thereof, whether now in effect or hereafter coming into effect.

“Mortgage” shall have the meaning assigned to such term in the Preamble hereof.

“Mortgaged Property” shall have the meaning assigned to such term in Section 2.1 hereof.

“Mortgagee” shall have the meaning assigned to such term in the Preamble hereof.

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“Mortgagor” shall have the meaning assigned to such term in the Preamble hereof.

“Mortgagor’s Interest” shall have the meaning assigned to such term in Section 2.2 hereof.

“Permit” shall mean any and all permits, certificates, approvals, authorizations, consents, licenses, variances, franchises or other instruments, however characterized, of any Governmental Authority (or any person acting on behalf of a Governmental Authority) now or hereafter acquired or held, together with all amendments, modifications, extensions, renewals and replacements of any thereof issued or in any way furnished in connection with the Mortgaged Property including, without limitation, building permits, certificates of occupancy, environmental certificates, industrial permits or licenses and certificates of operation.

“Premises” shall mean, collectively, the Land, the Fixtures and the Improvements.

“Proceeds” shall mean, collectively, any and all cash proceeds and noncash proceeds and shall include all (i) proceeds of the conversion, voluntary or involuntary, of any of the Mortgaged Property or any portion thereof into cash or liquidated claims, (ii) proceeds of any insurance, indemnity, warranty, guaranty or claim payable to the Mortgagee or to the Mortgagor from time to time with respect to any of the Mortgaged Property, (iii) payments (in any form whatsoever) made or due and payable to the Mortgagor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any portion of the Mortgaged Property by any Governmental Authority (or any person acting on behalf of a Governmental Authority), (iv) products of the Mortgaged Property and (v) other amounts from time to time paid or payable under or in connection with any of the Mortgaged Property including, without limitation, refunds of real estate taxes and assessments, including interest thereon.

“Property Charges” shall mean any and all real estate, property and other taxes, assessments and special assessments, levies, fees, all water and sewer rents and charges and all other governmental charges imposed upon or assessed against, and all claims (including, without limitation, claims for landlords’, carriers’, mechanics’, workmens’, repairmens’, laborers’, materialmens’, suppliers’ and warehousemens’ Liens and other claims arising by operation of law), judgments or demands against, all or any portion of the Mortgaged Property or other amounts of any nature which, if unpaid, might result in or permit the creation of, a Lien on the Mortgaged Property or which might result in foreclosure of all or any portion of the Mortgaged Property.

“Property Material Adverse Effect” shall mean, as of any date of determination and whether individually or in the aggregate, any event, circumstance, occurrence or condition which has caused or resulted in (or would reasonably be expected to cause or result in) a material adverse effect on (a) the business or operations of the Mortgagor as presently conducted at the Mortgaged Property; (b) the value or utility of the Mortgaged Property; or (c) the legality, priority or enforceability of the Lien created by this Mortgage or the rights and remedies of the Mortgagee hereunder.

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“Prudent Operator” shall mean a prudent operator of property similar in use and configuration to the Premises and located in the locality where the Premises are located.

“Records” shall mean, collectively, any and all right, title and interest of the Mortgagor in and to any and all drawings, plans, specifications, file materials, operating and maintenance records, catalogues, tenant lists, correspondence, advertising materials, operating manuals, warranties, guarantees, appraisals, studies and data relating to the Mortgaged Property or the construction of any alteration relating to the Premises or the maintenance of any Permit.

“Rents” shall mean, collectively, any and all rents, additional rents, royalties, cash, guaranties, letters of credit, bonds, sureties or securities deposited under any Lease to secure performance of the Tenant’s obligations thereunder, revenues, earnings, profits and income, advance rental payments, payments incident to assignment, sublease or surrender of a Lease, claims for forfeited deposits and claims for damages, now due or hereafter to become due, with respect to any Lease, any indemnification against, or reimbursement for, sums paid and costs and expenses incurred by the Mortgagor under any Lease or otherwise, and any award in the event of the bankruptcy of any Tenant under or guarantor of a Lease.

“Secured Obligations” shall have the meaning assigned to such term in Recital D hereof.

“Tenant” shall mean any tenant, lessee, sublessee, franchisee, licensee, grantee or obligee, as applicable.

“UCC” shall mean the Uniform Commercial Code as in effect on the date hereof in the state in which the Premises are located; provided, however, that if the creation, perfection or enforcement of any security interest herein granted is governed by the laws of any other state as to the matter in question, “UCC” shall mean the Uniform Commercial Code in effect in such state.

SECTION 1.2. Interpretation. The rules of construction set forth in Section 1.03 of the Credit Agreement shall be applicable to this Mortgage mutatis mutandis.

ARTICLE II.

GRANTS AND SECURED OBLIGATIONS

SECTION 2.1. Grant of Mortgaged Property. The Mortgagor hereby grants, mortgages, bargains, sells, assigns, transfers and conveys to the Mortgagee, its successors and assigns, and hereby grants to the Mortgagee, a security interest in and upon, all of the Mortgagor’s estate, right, title and interest in, to and under the following property, whether now owned or held or hereafter acquired from time to time (collectively, the “Mortgaged Property”):

	(i)		Land;

	(ii)		Improvements;

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	(iii)		Fixtures;

	(iv)		Leases;

	(v)		Rents;

	(vi)		Permits;

	(vii)		Contracts;

	(viii)		Records; and

	(ix)		Proceeds;

Notwithstanding the foregoing provisions of this Section 2.1, Mortgaged Property shall not include a grant of any of the Mortgagor’s right, title or interest in any Contract or Permit (x) that validly prohibits the creation by the Mortgagor of a security interest therein and (y) to the extent, but only to the extent that, any Requirement of Law applicable thereto prohibits the creation of a security interest therein; provided, however, that the right to receive any payment of money or any other right referred to in Sections 9-406(d), 9-407(a) or 9-408(a) of the UCC to the extent that such Sections are effective to limit the prohibitions described in clauses (x) and (y) of this Section 2.1 shall constitute Mortgaged Property hereunder and; provided, further, that at such time as any Contract or Permit described in clauses (x) and (y) of this Section 2.1 is no longer subject to such prohibition, such applicable Contract or Permit shall (without any act or delivery by any person) constitute Mortgaged Property hereunder.

TO HAVE AND TO HOLD the Mortgaged Property, together with all estate, right, title and interest of the Mortgagor and anyone claiming by, through or under the Mortgagor in and to the Mortgaged Property and all rights and appurtenances relating thereto, unto the Mortgagee, its successors and assigns, for the purpose of securing the payment and performance in full of all the Secured Obligations.

SECTION 2.2. Assignment of Leases and Rents. As additional security for the payment and performance in full of the Secured Obligations and subject to the provisions of Article V hereof, the Mortgagor absolutely, presently, unconditionally and irrevocably assigns, transfers and sets over to the Mortgagee, and grants to the Mortgagee, all of the Mortgagor’s estate, right, title, interest, claim and demand, as Landlord, under any and all of the Leases including, without limitation, the following (such assigned rights, the “Mortgagor’s Interest”):

(i) the immediate and continuing right to receive and collect Rents payable by the Tenants pursuant to the Leases;

(ii) all claims, rights, powers, privileges and remedies of the Mortgagor, whether provided for in the Leases or arising by statute or at law or in equity or otherwise, consequent on any failure on the part of the Tenants to perform or comply with any term of the Leases;

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(iii) all rights to take all actions upon the happening of a default under the Leases as shall be permitted by the Leases or by law including, without limitation, the commencement, conduct and consummation of proceedings at law or in equity; and

(iv) the full power and authority, in the name of the Mortgagor or otherwise, to enforce, collect, receive and receipt for any and all of the foregoing and to take all other actions whatsoever which the Mortgagor, as Landlord, is or may be entitled to take under the Leases.

SECTION 2.3. Secured Obligations. This Mortgage secures, and the Mortgaged Property is collateral security for, the payment and performance in full when due of the Secured Obligations.

SECTION 2.4. Future Advances. This Mortgage shall secure all Secured Obligations including, without limitation, future advances whenever hereafter made with respect to or under the Credit Agreement or the other Loan Documents and shall secure not only Secured Obligations with respect to presently existing indebtedness under the Credit Agreement or the other Loan Documents, but also any and all other indebtedness which may hereafter be owing by the Mortgagor to the Secured Parties under the Credit Agreement or the other Loan Documents, however incurred, whether interest, discount or otherwise, and whether the same shall be deferred, accrued or capitalized, including future advances and re-advances, pursuant to the Credit Agreement or the other Loan Documents, whether such advances are obligatory or to be made at the option of the Secured Parties, or otherwise, and any extensions, refinancings, modifications or renewals of all such Secured Obligations whether or not Mortgagor executes any extension agreement or renewal instrument and, in each case, to the same extent as if such future advances were made on the date of the execution of this Mortgage.

SECTION 2.5. Secured Amount. The maximum aggregate amount of all indebtedness that is, or under any contingency may be secured at the date hereof or at any time hereafter by this Mortgage is $[ ]² (the “Secured Amount”), plus, to the extent permitted by applicable law, collection costs, sums advanced for the payment of taxes, assessments, maintenance and repair charges, insurance premiums and any other costs incurred to protect the security encumbered hereby or the lien hereof, expenses incurred by the Mortgagee by reason of any default by the Mortgagor under the terms hereof, together with interest thereon, all of which amount shall be secured hereby.

SECTION 2.6. Last Dollar Secured. So long as the aggregate amount of the Secured Obligations exceeds the Secured Amount, any payments and repayments of the Secured Obligations shall not be deemed to be applied against or to reduce the Secured Amount.


²		THE LOAN AMOUNT IS $960,000,000; IF STATE ALLOWS FOR MORTGAGES TO BE FOR MORE THAN THE LOAN AMOUNT IN CASE THE CREDIT AGREEMENT IS AMENDED, USE $1,000,000,000; IF STATE HAS MORTGAGE TAX, USE THE AGREED UPON VALUE OF THE PROPERTY.

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SECTION 2.7. No Release. Nothing set forth in this Mortgage shall relieve the Mortgagor from the performance of any term, covenant, condition or agreement on the Mortgagor’s part to be performed or observed under or in respect of any of the Mortgaged Property or from any liability to any person under or in respect of any of the Mortgaged Property or shall impose any obligation on the Mortgagee or any other Secured Party to perform or observe any such term, covenant, condition or agreement on the Mortgagor’s part to be so performed or observed or shall impose any liability on the Mortgagee or any other Secured Party for any act or omission on the part of the Mortgagor relating thereto or for any breach of any representation or warranty on the part of the Mortgagor contained in this Mortgage or any other Loan Document, or under or in respect of the Mortgaged Property or made in connection herewith or therewith. The obligations of the Mortgagor contained in this Section 2.7 shall survive the termination hereof and the discharge of the Mortgagor’s other obligations under this Mortgage and the other Loan Documents.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF MORTGAGOR

SECTION 3.1. Intentionally Omitted.

SECTION 3.2. Warranty of Title. The Mortgagor represents and warrants that:

(i) it has good title to the interest it purports to own or hold in and to all rights and appurtenances to or that constitute a portion of the Mortgaged Property;

(ii) it has good and marketable fee simple title to the Premises and the Landlord’s interest and estate under or in respect of the Leases and good title to the interest it purports to own or hold in and to each of the Permits, the Contracts and the Records, in each case subject to no Liens, except for (x) as of the date hereof, Permitted Liens and Liens in favor of the Mortgagee pursuant to the Security Documents and (y) hereafter, Permitted Liens; and;

(iii) upon recordation in the official records in the county (or other applicable jurisdiction) in which the Premises are located this Mortgage will create and constitute a valid and enforceable first priority Lien on the Mortgaged Property in favor of the Mortgagee for the benefit of the Secured Parties, and, to the extent any of the Mortgaged Property shall consist of Fixtures, a first priority security interest in the Fixtures, which first priority Lien and first priority security interest are, as of the date hereof and hereafter, subject only to Permitted Liens.

SECTION 3.3. Condition of Mortgaged Property. The Mortgagor represents and warrants that:

(i) the Premises and the present and contemplated use and occupancy thereof comply with all applicable zoning ordinances, building codes, land use and subdivision

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laws, setback or other development and use requirements of Governmental Authorities and with all private restrictions and agreements affecting the Mortgaged Property whether or not recorded, except where the failure so to comply could not result in a Property Material Adverse Effect;

(ii) as of the date hereof, Mortgagor has neither received any notice of nor has any knowledge of any disputes regarding boundary lines, location, encroachments or possession of any portions of the Mortgaged Property and has no knowledge of any state of facts that may exist which could give rise to any such claims;

(iii) no portion of the Premises is located in an area identified by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance Acts promulgated by the Federal Emergency Management Agency or any successor thereto or, if any portion of the Premises is located within such area as evidenced by the Federal Emergency Management Agency Standard Flood Hazard Determination provided to the Mortgagee by the Mortgagor pursuant to Section 4.01(o)(ix) of the Credit Agreement, the Mortgagor has obtained the flood insurance prescribed in Section 5.04(c) of the Credit Agreement hereof;

(iv) the Premises are assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land or improvements not constituting a portion of such lot or lots, and no other land or improvement is assessed and taxed together with the Premises or any portion thereof; and

(v) there are no options or rights of first refusal to purchase or acquire all or any portion of the Mortgaged Property.

SECTION 3.4. Property Charges. The Mortgagor represents and warrants that all Property Charges imposed upon or assessed against the Mortgaged Property have been paid and discharged except to the extent such Property Charges constitute, as of the date hereof and hereafter, a Permitted Lien.

ARTICLE IV.

CERTAIN COVENANTS OF MORTGAGOR

SECTION 4.1. Payment and Performance. The Mortgagor shall pay and perform the Secured Obligations in full as and when the same shall become due under the Loan Documents and when they are required to be performed thereunder.

SECTION 4.2. Title. The Mortgagor shall

(i) (A) keep in effect all rights and appurtenances to or that constitute a part of the Mortgaged Property except where the failure to keep in effect the same could not result in a Property Material Adverse Effect and (B) protect, preserve and defend its interest in the Mortgaged Property and title thereto;

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(ii) (A) comply with each of the terms, conditions and provisions of any obligation of the Mortgagor which is secured by the Mortgaged Property or the noncompliance with which may result in the imposition of a Lien on the Mortgaged Property, subject to Permitted Liens, (B) forever warrant and defend to the Mortgagee the Lien and security interests created and evidenced hereby and the validity and priority hereof in any action or proceeding against the claims of any and all persons whomsoever affecting or purporting to affect the Mortgaged Property or any of the rights of the Mortgagee hereunder and (C) maintain this Mortgage as a valid and enforceable first priority Lien on the Mortgaged Property and, to the extent any of the Mortgaged Property shall consist of Fixtures, a first priority security interest in the Mortgaged Property, which first priority Lien and security interest shall be subject only to Permitted Liens; and

(iii) promptly upon obtaining knowledge of the pendency of any proceedings for the eviction of the Mortgagor from the Mortgaged Property or any part thereof by paramount title or otherwise questioning the Mortgagor’s right, title and interest in, to and under the Mortgaged Property as warranted in this Mortgage, or of any condition that could give rise to any such proceedings, notify the Mortgagee thereof. The Mortgagee may participate in such proceedings and the Mortgagor will deliver or cause to be delivered to the Mortgagee all instruments requested by the Mortgagee to permit such participation. In any such proceedings, the Mortgagee may be represented by counsel satisfactory to the Mortgagee at the reasonable expense of the Mortgagor. If, upon the resolution of such proceedings, the Mortgagor shall suffer a loss of the Mortgaged Property or any part thereof or interest therein and title insurance proceeds shall be payable in connection therewith, such proceeds are hereby assigned to and shall be paid to the Mortgagee to be applied as Net Cash Proceeds to the payment of the Secured Obligations or otherwise in accordance with the provisions of Section 2.10 of the Credit Agreement.

(iv) not initiate, join in or consent to any change in the zoning or any other permitted use classification of the Premises which would have a Property Material Adverse Effect without the prior written consent of the Mortgagee.

SECTION 4.3. Inspection. Mortgagor shall permit Mortgagee, and its agents, representatives and employees, upon reasonable prior notice to Mortgagor, to inspect the Mortgaged Property and all books and records located thereon provided, that such inspections shall not materially interfere with the use and operation of the Mortgaged Property.

SECTION 4.4. Limitation on Liens; Transfer Restrictions.

(i) Except for the Permitted Liens and the Lien of this Mortgage, the Mortgagor may not, without the prior written consent of the Mortgagee, permit to exist or grant any Lien on all or any part of the Mortgaged Property or suffer or allow any of the foregoing to occur by operation of law or otherwise.

(ii) Except to the extent permitted by the Credit Agreement, the Mortgagor may not, without the prior written consent of the Mortgagee, sell, convey, assign, lease or otherwise transfer all or any part of the Mortgaged Property.

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SECTION 4.5. Insurance. The Mortgagor shall obtain and keep in full force and effect the Insurance Policies required by the Credit Agreement pursuant to the terms thereof.

ARTICLE V.

CONCERNING ASSIGNMENT OF LEASES AND RENTS

SECTION 5.1. Present Assignment; License to the Mortgagor.

(i) Section 2.2 of this Mortgage constitutes a present, absolute, effective, irrevocable and complete assignment by Mortgagor to Mortgagee of the Leases and Rents and the right, subject to applicable law, to collect all sums payable to Mortgagor thereunder and apply the same as Mortgagee may, in its sole discretion, determine to be appropriate to protect the security afforded by this Mortgage (including the payment of reasonable costs and expenses in connection with the maintenance, operation, improvement, insurance, taxes and upkeep of the Mortgaged Property), which is not conditioned upon Mortgagee being in possession of the Premises. This assignment is an absolute assignment and not an assignment for additional security only. The Mortgagee hereby grants to the Mortgagor, however, a license to collect and apply the Rents and to enforce the obligations of Tenants under the Leases. Immediately upon the occurrence of and during the continuance of any Event of Default, whether or not legal proceedings have commenced and without regard to waste, adequacy of security for the Secured Obligations or solvency of Mortgagor, the license granted in the immediately preceding sentence shall automatically cease and terminate without any notice by Mortgagee (such notice being hereby expressly waived by Mortgagor to the extent permitted by applicable law), or any action or proceeding or the intervention of a receiver appointed by a court.

(ii) Mortgagor acknowledges that Mortgagee has taken all reasonable actions necessary to obtain, and that upon recordation of this Mortgage, Mortgagee shall have, to the extent permitted under applicable law, a valid and fully perfected, first priority, present assignment of the Rents arising out of the Leases and all security for such Leases subject to the Permitted Liens and in the case of security deposits, rights of depositors and Requirements of Law. Mortgagor acknowledges and agrees that upon recordation of this Mortgage, Mortgagee’s interest in the Rents shall be deemed to be fully perfected, “xxxxxx” and enforced as to Mortgagor and all third parties, including, without limitation, any subsequently appointed trustee in any case under Title II of the United States Code (the “Bankruptcy Code”), without the necessity of commencing a foreclosure action with respect to this Mortgage, making formal demand for the Rents, obtaining the appointment of a receiver or taking any other affirmative action.

(iii) Without limitation of the absolute nature of the assignment of the Rents hereunder, Mortgagor and Mortgagee agree that (a) this Mortgage shall constitute a “security agreement” for purposes of Section 552(b) of the Bankruptcy Code, (b) the security interest created by this Mortgage extends to property of Mortgagor acquired before the commencement of a case in bankruptcy and to all amounts paid as Rents, and (c) such security interest shall extend to all Rents acquired by the estate after the commencement of any case in bankruptcy.

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SECTION 5.2. Collection of Rents by the Mortgagee.

(i) Any Rents receivable by the Mortgagee hereunder, after payment of all proper costs and expenses as Mortgagee may, in its sole discretion, determine to be appropriate (including the payment of reasonable costs and expenses in connection with the maintenance, operation, improvement, insurance, taxes and upkeep of the Mortgaged Property), shall be applied in accordance with the provisions of Section 8.03 of the Credit Agreement. The Mortgagee shall be accountable to the Mortgagor only for Rents actually received by the Mortgagee. The collection of such Rents and the application thereof shall not cure or waive any Event of Default or waive, modify or affect notice of any Event of Default or invalidate any act done pursuant to such notice.

(ii) The Mortgagor hereby irrevocably authorizes and directs Tenant under each Lease to rely upon and comply with any and all notices or demands from the Mortgagee for payment of Rents to the Mortgagee and the Mortgagor shall have no claim against Tenant for Rents paid by Tenant to the Mortgagee pursuant to such notice or demand.

SECTION 5.3. Irrevocable Interest. All rights, powers and privileges of the Mortgagee herein set forth are coupled with an interest and are irrevocable, subject to the terms and conditions hereof, and the Mortgagor shall not take any action under the Leases or otherwise which is inconsistent with this Mortgage or any of the terms hereof and any such action inconsistent herewith or therewith shall be void.

ARTICLE VI.

TAXES AND CERTAIN STATUTORY LIENS

SECTION 6.1. Payment of Property Charges. Unless and to the extent contested by the Mortgagor in accordance with the provisions of the Credit Agreement, the Mortgagor shall pay and discharge, or cause to be paid and discharged, from time to time prior to same becoming delinquent, all Property Charges. The Mortgagor shall, upon the Mortgagee’s request, deliver to the Mortgagee receipts evidencing the payment of all such Property Charges.

SECTION 6.2. Stamp and Other Taxes. The Mortgagor shall pay any United States documentary stamp taxes, with interest and fines and penalties, and any mortgage recording taxes, with interest and fines and penalties, that may hereafter be levied, imposed or assessed under or upon this Mortgage or the Secured Obligations or any instrument or transaction affecting or relating to the same and in default thereof, the Mortgagee may advance the same and the amount so advanced shall be payable by the Mortgagor to the Mortgagee in accordance with the provisions of Section 2.15(c) of the Credit Agreement.

SECTION 6.3. Certain Tax Law Changes. In the event of the passage after the date hereof of any law deducting from the value of real property, for the purpose of taxation, amounts in respect of any Lien thereon or changing in any way the laws for the taxation of mortgages or debts secured by mortgages for state or local purposes or the manner of the collection of any taxes, and imposing any taxes, either directly or indirectly, on this Mortgage or

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any other Loan Document which are payable by or assessed on the Mortgagee, the Mortgagor shall promptly pay to the Mortgagee or the appropriate tax authority such amount or amounts as may be necessary from time to time to pay any such taxes, assessments or other charges resulting therefrom; provided, that if any such payment or reimbursement to the Mortgagee shall be unlawful or taxable, or would constitute usury or render the indebtedness wholly or partially usurious under applicable law, the Mortgagor shall pay or reimburse Mortgagee for payment of the lawful and non-usurious portion thereof.

SECTION 6.4. Proceeds of Tax Claim. In the event that the proceeds of any tax claim are paid after the Mortgagee has exercised its right to foreclose the Lien hereof, such proceeds shall be paid to the Mortgagee to satisfy any deficiency remaining after such foreclosure. The Mortgagee shall retain its interest in the proceeds of any tax claim during any redemption period. The amount of any such proceeds in excess of any deficiency claim of the Mortgagee shall in a reasonably prompt manner be released to the Mortgagor.

ARTICLE VII.

CASUALTY EVENTS AND RESTORATION

SECTION 7.1. Casualty Event. If there shall occur any Casualty Event (or, in the case of any condemnation, taking or other proceeding in the nature thereof, upon the occurrence thereof or notice of the commencement of any proceedings therefor), the Mortgagor shall promptly send to the Mortgagee a written notice setting forth the nature and extent thereof. The proceeds payable in respect of any such Casualty Event are hereby assigned and shall be paid to the Mortgagee. The Net Cash Proceeds of each Casualty Event shall be applied, allocated and distributed in accordance with the provisions of Section 2.10 of the Credit Agreement.

SECTION 7.2. Condemnation. In the case of any taking, condemnation or other proceeding in the nature thereof, the Mortgagee may, at its option, participate in any proceedings or negotiations which might result in any taking or condemnation and the Mortgagor shall deliver or cause to be delivered to the Mortgagee all instruments reasonably requested by it to permit such participation. The Mortgagee may be represented by counsel satisfactory to it at the reasonable expense of the Mortgagor in connection with any such participation. The Mortgagor shall pay all reasonable fees, costs and expenses incurred by the Mortgagee in connection therewith and in seeking and obtaining any award or payment on account thereof. The Mortgagor shall take all steps necessary to notify the condemning authority of such participation.

SECTION 7.3. Restoration. In the event the Mortgagor is permitted or required to perform any repairs or restoration to the Premises in accordance with the provisions of Section 2.10(f) of the Credit Agreement, the Mortgagor shall complete such repairs or restoration in accordance with provisions thereof.

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ARTICLE VIII.

EVENTS OF DEFAULT AND REMEDIES

SECTION 8.1. Remedies in Case of an Event of Default. If any Event of Default shall have occurred and be continuing, the Mortgagee may at its option, in addition to any other action permitted under this Mortgage or the Credit Agreement or by law, statute or in equity, take one or more of the following actions to the greatest extent permitted by local law:

(i) personally, or by its agents or attorneys, (A) enter into and upon and take possession of all or any part of the Premises together with the books, records and accounts of the Mortgagor relating thereto and, exclude the Mortgagor, its agents and servants wholly therefrom, (B) use, operate, manage and control the Premises and conduct the business thereof, (C) maintain and restore the Premises, (D) make all necessary or proper repairs, renewals and replacements and such useful alterations thereto and thereon as the Mortgagee may deem advisable, (E) manage, lease and operate the Premises and carry on the business thereof and exercise all rights and powers of the Mortgagor with respect thereto either in the name of the Mortgagor or otherwise or (F) collect and receive all Rents. The Mortgagee shall be under no liability for or by reason of any such taking of possession, entry, removal or holding, operation or management except that any amounts so received by the Mortgagee shall be applied in accordance with the provisions of Section 8.03 of the Credit Agreement.

(ii) with or without entry, personally or by its agents or attorneys (A) sell the Mortgaged Property and all estate, right, title and interest, claim and demand therein at one or more sales in one or more parcels, in accordance with the provisions of Section 8.2 hereof or (B) institute and prosecute proceedings for the complete or partial foreclosure of the Lien and security interests created and evidenced hereby; or

(iii) take such steps to protect and enforce its rights whether by action, suit or proceeding at law or in equity for the specific performance of any covenant, condition or agreement in the Credit Agreement and the other Loan Documents, or in aid of the execution of any power granted in this Mortgage, or for any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as the Mortgagee shall elect.

SECTION 8.2. Sale of Mortgaged Property if Event of Default Occurs; Proceeds of Sale.

(i) If any Event of Default shall have occurred and be continuing, the Mortgagee may institute an action to foreclose this Mortgage or take such other action as may be permitted and available to the Mortgagee at law or in equity for the enforcement of the Credit Agreement and realization on the Mortgaged Property and proceeds thereon through power of sale (if then available under applicable law) or to final judgment and execution thereof for the Secured Obligations, and in furtherance thereof the Mortgagee may sell the Mortgaged Property at one or more sales, as an entirety or in parcels, at such time and place, upon such terms and

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after such notice thereof as may be required or permitted by law or statute or in equity. The Mortgagee may execute and deliver to the purchaser at such sale a conveyance of the Mortgaged Property in fee simple and an assignment or conveyance of all the Mortgagor’s Interest in the Leases and the Mortgaged Property, each of which conveyances and assignments shall contain recitals as to the Event of Default upon which the execution of the power of sale herein granted depends, and the Mortgagor hereby constitutes and appoints the Mortgagee the true and lawful attorney(s) in fact of the Mortgagor to make any such recitals, sale, assignment and conveyance, and all of the acts of the Mortgagee as such attorney in fact are hereby ratified and confirmed. The Mortgagor agrees that such recitals shall be binding and conclusive upon the Mortgagor and that any assignment or conveyance to be made by the Mortgagee shall divest the Mortgagor of all right, title, interest, equity and right of redemption, including any statutory redemption, in and to the Mortgaged Property. The power and agency hereby granted are coupled with an interest and are irrevocable by death or dissolution, or otherwise, and are in addition to any and all other remedies which the Mortgagee may have hereunder, at law or in equity. So long as the Secured Obligations, or any part thereof, remain unpaid, the Mortgagor agrees that possession of the Mortgaged Property by the Mortgagor, or any person claiming under the Mortgagor, shall be as tenant, and, in case of a sale under power or upon foreclosure as provided in this Mortgage, the Mortgagor and any person in possession under the Mortgagor, as to whose interest such sale was not made subject, shall, at the option of the purchaser at such sale, then become and be tenants holding over, and shall forthwith deliver possession to such purchaser, or be summarily dispossessed in accordance with the laws applicable to tenants holding over. In case of any sale under this Mortgage by virtue of the exercise of the powers herein granted, or pursuant to any order in any judicial proceeding or otherwise, the Mortgaged Property may be sold as an entirety or in separate parcels in such manner or order as the Mortgagee in its sole discretion may elect. One or more exercises of powers herein granted shall not extinguish or exhaust such powers, until the entire Mortgaged Property is sold or all amounts secured hereby are paid in full.

(ii) The proceeds of any sale made under or by virtue of this Article VIII, together with any other sums which then may be held by the Mortgagee under this Mortgage, whether under the provisions of this Article VIII or otherwise, shall be applied in accordance with the provisions of Section 8.03 of the Credit Agreement.

(iii) The Mortgagee (on behalf of any Secured Party or on its own behalf) or any Lender or any of their respective Affiliates may bid for and acquire the Mortgaged Property or any part thereof at any sale made under or by virtue of this Article VIII and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting against the purchase price the unpaid amounts (whether or not then due) owing to the Mortgagee, or such Lender in respect of the Secured Obligations, after deducting from the sales price the expense of the sale and the costs of the action or proceedings and any other sums that the Mortgagee or such Lender is authorized to deduct under this Mortgage.

(iv) The Mortgagee may adjourn from time to time any sale by it to be made under or by virtue hereof by announcement at the time and place appointed for such sale or for such adjourned sale or sales, and, the Mortgagee, without further notice or publication, may make such sale at the time and place to which the same shall be so adjourned.

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(v) If the Premises are comprised of more than one parcel of land, the Mortgagee may take any of the actions authorized by this Section 8.2 in respect of any or a number of individual parcels.

SECTION 8.3. Additional Remedies in Case of an Event of Default.

(i) The Mortgagee shall be entitled to recover judgment as aforesaid either before, after or during the pendency of any proceedings for the enforcement of the provisions hereof and, to the extent permitted by applicable law, the right of the Mortgagee to recover such judgment shall not be affected by any entry or sale hereunder, or by the exercise of any other right, power or remedy for the enforcement of the provisions hereof, or the foreclosure of, or absolute conveyance pursuant to, this Mortgage. In case of proceedings against the Mortgagor in insolvency or bankruptcy or any proceedings for its reorganization or involving the liquidation of its assets, the Mortgagee shall be entitled to prove the whole amount of principal and interest and other payments, charges and costs due in respect of the Secured Obligations to the full amount thereof without deducting therefrom any proceeds obtained from the sale of the whole or any part of the Mortgaged Property; provided, however, that in no case shall the Mortgagee receive a greater amount than the aggregate of such principal, interest and such other payments, charges and costs (with interest at the Default Rate) from the proceeds of the sale of the Mortgaged Property and the distribution from the estate of the Mortgagor.

(ii) Any recovery of any judgment by the Mortgagee and any levy of any execution under any judgment upon the Mortgaged Property shall not affect in any manner or to any extent the Lien and security interests created and evidenced hereby upon the Mortgaged Property or any part thereof, or any conveyances, powers, rights and remedies of the Mortgagee hereunder, but such conveyances, powers, rights and remedies shall continue unimpaired as before.

(iii) Any monies collected by the Mortgagee under this Section 8.3 shall be applied in accordance with the provisions of Section 8.2(ii).

SECTION 8.4. Legal Proceedings After an Event of Default.

(i) After the occurrence of any Event of Default and immediately upon the commencement of any action, suit or legal proceedings to obtain judgment for the Secured Obligations or any part thereof, or of any proceedings to foreclose the Lien and security interest created and evidenced hereby or otherwise to enforce the provisions hereof or of any other proceedings in aid of the enforcement hereof, the Mortgagor shall enter its voluntary appearance in such action, suit or proceeding.

(ii) Upon the occurrence and during the continuance of an Event of Default, the Mortgagee shall be entitled forthwith as a matter of right, concurrently or independently of any other right or remedy hereunder either before or after declaring the Secured Obligations or any part thereof to be due and payable, to the appointment of a receiver without giving notice to any party and without regard to the adequacy or inadequacy of any security for the Secured Obligations or the solvency or insolvency of any person or entity then legally or equitably liable for the Secured Obligations or any portion thereof. The Mortgagor hereby consents to the

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appointment of such receiver. Notwithstanding the appointment of any receiver, the Mortgagee shall be entitled as pledgee to the possession and control of any cash, deposits or instruments at the time held by or payable or deliverable under the terms of the Credit Agreement to the Mortgagee.

(iii) The Mortgagor shall not (A) at any time insist upon, or plead, or in any manner whatsoever claim or take any benefit or advantage of any stay or extension or moratorium law, any exemption from execution or sale of the Mortgaged Property or any part thereof, wherever enacted, now or at any time hereafter in force, which may affect the covenants and terms of performance hereof, (B) claim, take or insist on any benefit or advantage of any law now or hereafter in force providing for the valuation or appraisal of the Mortgaged Property, or any part thereof, prior to any sale or sales of the Mortgaged Property which may be made pursuant to this Mortgage, or pursuant to any decree, judgment or order of any court of competent jurisdiction or (C) after any such sale or sales, claim or exercise any right under any statute heretofore or hereafter enacted to redeem the property so sold or any part thereof. To the extent permitted by applicable law, the Mortgagor hereby expressly (X) waives all benefit or advantage of any such law or laws, including, without limitation, any statute of limitations applicable to this Mortgage, (Y) waives any objection which it may now or hereafter have to the laying of venue of any action, suit or proceeding brought in connection with this Mortgage and further waives and agrees not to plead that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum and (Z) covenants not to hinder, delay or impede the execution of any power granted or delegated to the Mortgagee by this Mortgage but to suffer and permit the execution of every such power as though no such law or laws had been made or enacted. The Mortgagee shall not be liable for any incorrect or improper payment made pursuant to this Article VIII in the absence of gross negligence or willful misconduct.

SECTION 8.5. Remedies Not Exclusive. No remedy conferred upon or reserved to the Mortgagee by this Mortgage is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Mortgage or now or hereafter existing at law or in equity. Any delay or omission of the Mortgagee to exercise any right or power accruing on any Event of Default shall not impair any such right or power and shall not be construed to be a waiver of or acquiescence in any such Event of Default. Every power and remedy given by this Mortgage may be exercised from time to time concurrently or independently, when and as often as may be deemed expedient by the Mortgagee in such order and manner as the Mortgagee, in its sole discretion, may elect. If the Mortgagee accepts any monies required to be paid by the Mortgagor under this Mortgage after the same become due, such acceptance shall not constitute a waiver of the right either to require prompt payment, when due, of all other sums secured by this Mortgage or to declare an Event of Default with regard to subsequent defaults. If the Mortgagee accepts any monies required to be paid by the Mortgagor under this Mortgage in an amount less than the sum then due, such acceptance shall be deemed an acceptance on account only and on the condition that it shall not constitute a waiver of the obligation of the Mortgagor to pay the entire sum then due, and the Mortgagor’s failure to pay the entire sum then due shall be and continue to be a default hereunder notwithstanding acceptance of such amount on account.

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ARTICLE IX.

SECURITY AGREEMENT AND FIXTURE FILING

SECTION 9.1. Security Agreement. To the extent that the Mortgaged Property includes personal property or items of personal property which are or are to become fixtures under applicable law, this Mortgage shall also be construed as a security agreement under the UCC; and, upon and during the continuance of an Event of Default, the Mortgagee shall be entitled with respect to such personal property to exercise all remedies hereunder, all remedies available under the UCC with respect to fixtures and all other remedies available under applicable law. Without limiting the foregoing, such personal property may, at the Mortgagee’s option, (i) be sold hereunder together with any sale of any portion of the Mortgaged Property or otherwise, (ii) be sold pursuant to the UCC, or (iii) be dealt with by the Mortgagee in any other manner permitted under applicable law. The Mortgagee may require the Mortgagor to assemble such personal property and make it available to the Mortgagee at a place to be designated by the Mortgagee. The Mortgagor acknowledges and agrees that a disposition of the personal property in accordance with the Mortgagee’s rights and remedies in respect to the Mortgaged Property as heretofore provided is a commercially reasonable disposition thereof; provided, however, that the Mortgagee shall give the Mortgagor not less than ten (10) days’ prior notice of the time and place of any intended disposition.

SECTION 9.2. Fixture Filing. To the extent that the Mortgaged Property includes items of personal property which are or are to become fixtures under applicable law, and to the extent permitted under applicable law, the filing hereof in the real estate records of the county in which such Mortgaged Property is located shall also operate from the time of filing as a fixture filing with respect to such Mortgaged Property, and the following information is applicable for the purpose of such fixture filing, to wit:


Name and Address of the debtor:		Name and Address of the secured party:

The Mortgagor having the address described in the Preamble hereof.		The Mortgagee having the address described in the Preamble hereof, from which address information concerning the security interest may be obtained.
The Mortgagor is a corporation organized under the laws of the State of Texas whose Organization Number is 0000000000, and whose Taxpayer Identification Number is 00-0000000.

This Financing Statement covers the following types or items of property:

The Mortgaged Property.

This instrument covers goods or items of personal property which are or are to become fixtures upon the Premises.

The name of the record owner of the Premises on which such fixtures are or are to be located is the Mortgagor.

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In addition, Mortgagor authorizes the Mortgagee to file appropriate financing and continuation statements under the UCC in effect in the jurisdiction in which the Mortgaged Property is located as may be required by law in order to establish, preserve and protect the liens and security interests intended to be granted to the Mortgagee pursuant to this Mortgage in the Mortgaged Property.

ARTICLE X.

FURTHER ASSURANCES

SECTION 10.1. Recording Documentation To Assure Security. The Mortgagor shall, forthwith after the execution and delivery hereof and thereafter, from time to time, cause this Mortgage and any financing statement, continuation statement or similar instrument relating to any thereof or to any property intended to be subject to the Lien hereof to be filed, registered and recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect the validity and priority thereof or the Lien hereof purported to be created upon the Mortgaged Property and the interest and rights of the Mortgagee therein. The Mortgagor shall pay or cause to be paid all taxes and fees incident to such filing, registration and recording, and all expenses incident to the preparation, execution and acknowledgment thereof, and of any instrument of further assurance, and all federal or state stamp taxes or other taxes, duties and charges arising out of or in connection with the execution and delivery of such instruments.

SECTION 10.2. Further Acts. The Mortgagor shall, at the sole cost and expense of the Mortgagor, do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignment, transfers, financing statements, continuation statements, instruments and assurances as the Mortgagee shall from time to time request, which may be necessary in the judgment of the Mortgagee from time to time to assure, perfect, convey, assign, pledge, transfer and confirm unto the Mortgagee, the property and rights hereby conveyed or assigned or which the Mortgagor may be or may hereafter become bound to convey or assign to the Mortgagee or for carrying out the intention or facilitating the performance of the terms hereof or the filing, registering or recording hereof. Without limiting the generality of the foregoing, in the event that the Mortgagee desires to exercise any remedies, consensual rights or attorney-in-fact powers set forth in this Mortgage and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other person therefor, then, upon the reasonable request of the Mortgagee, the Mortgagor agrees to use its best efforts to assist and aid the Mortgagee to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers. In the event the Mortgagor shall fail after demand to execute any instrument or take any action required to be executed or taken by the Mortgagor under this Section 10.2, the Mortgagee may execute or take the same as the attorney-in-fact for the Mortgagor, such power of attorney being coupled with an interest and is irrevocable.

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SECTION 10.3. Additional Security. Without notice to or consent of the Mortgagor and without impairment of the Lien and rights created by this Mortgage, the Mortgagee may accept (but the Mortgagor shall not be obligated to furnish) from the Mortgagor or from any other person, additional security for the Secured Obligations. Neither the giving hereof nor the acceptance of any such additional security shall prevent the Mortgagee from resorting, first, to such additional security, and, second, to the security created by this Mortgage without affecting the Mortgagee’s Lien and rights under this Mortgage.

ARTICLE XI.

MISCELLANEOUS

SECTION 11.1. Covenants To Run with the Land. All of the grants, covenants, terms, provisions and conditions in this Mortgage shall run with the Land and shall apply to, and bind the successors and assigns of, the Mortgagor. If there shall be more than one mortgagor with respect to the Mortgaged Property, the covenants and warranties hereof shall be joint and several.

SECTION 11.2. No Merger. The rights and estate created by this Mortgage shall not, under any circumstances, be held to have merged into any other estate or interest now owned or hereafter acquired by the Mortgagee unless the Mortgagee shall have consented to such merger in writing.

SECTION 11.3. Concerning Mortgagee.

(i) The Mortgagee has been appointed as Collateral Agent pursuant to the Credit Agreement. The actions of the Mortgagee hereunder are subject to the provisions of the Credit Agreement. The Mortgagee shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of the Mortgaged Property), in accordance with this Mortgage and the Credit Agreement. The Mortgagee may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Mortgagee may resign and a successor Mortgagee may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Mortgagee by a successor Mortgagee, that successor Mortgagee shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Mortgagee under this Mortgage, and the retiring Mortgagee shall thereupon be discharged from its duties and obligations under this Mortgage. After any retiring Mortgagee’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Mortgage while it was the Mortgagee.

(ii) The Mortgagee shall be deemed to have exercised reasonable care in the custody and preservation of the Mortgaged Property in its possession if such Mortgaged Property is accorded treatment substantially equivalent to that which the Mortgagee, in its individual capacity, accords its own property consisting of similar instruments or interests, it being

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understood that neither the Mortgagee nor any of the Secured Parties shall have responsibility for taking any necessary steps to preserve rights against any person with respect to any Mortgaged Property.

(iii) The Mortgagee shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper person, and, with respect to all matters pertaining to this Mortgage and its duties hereunder, upon advice of counsel selected by it.

(iv) With respect to any of its rights and obligations as a Lender, the Mortgagee shall have and may exercise the same rights and powers hereunder. The term “Lenders,” “Lender” or any similar terms shall, unless the context clearly otherwise indicates, include the Mortgagee in its individual capacity as a Lender. The Mortgagee may accept deposits from, lend money to, and generally engage in any kind of banking, trust or other business with the Mortgagor or any Affiliate of the Mortgagor to the same extent as if the Mortgagee were not acting as Collateral Agent.

(v) If any portion of the Mortgaged Property also constitutes collateral granted by Mortgagor to the Mortgagee to secure the Secured Obligations under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, the Mortgagee, in its sole discretion, shall select which provision or provisions shall control.

SECTION 11.4. Mortgagee May Perform; Mortgagee Appointed Attorney-in-Fact. If the Mortgagor shall fail to perform any covenants contained in this Mortgage (including, without limitation, the Mortgagor’s covenants to (i) pay the premiums in respect of all required insurance policies hereunder or under the Credit Agreement, (ii) pay Property Charges, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any obligations of the Mortgagor under any Mortgaged Property) or if any warranty on the part of the Mortgagor contained herein shall be breached, the Mortgagee may (but shall not be obligated to), after five (5) Business Days notice to Mortgagor, do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that the Mortgagee shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which the Mortgagor fails to pay or perform as and when required hereby and which the Mortgagor does not contest in accordance with the provisions of the Credit Agreement. Any and all amounts so expended by the Mortgagee shall be paid by the Mortgagor in accordance with the provisions of Section 11.03 of the Credit Agreement. Neither the provisions of this Section 11.4 nor any action taken by the Mortgagee pursuant to the provisions of this Section 11.4 shall prevent any such failure to observe any covenant contained in this Mortgage nor any breach of warranty from constituting an Event of Default. The Mortgagor hereby appoints the Mortgagee its attorney-in-fact, with full authority in the place and stead of the Mortgagor and in the name of the Mortgagor, or otherwise, from time to time in the Mortgagee’s discretion to take any action and to execute any instrument consistent with the terms hereof and the other Loan Documents which the Mortgagee may deem necessary or advisable to accomplish the purposes hereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment

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shall be irrevocable for the term hereof. The Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

SECTION 11.5. Continuing Security Interest; Assignment. This Mortgage shall create a continuing Lien on and security interest in the Mortgaged Property and shall (i) be binding upon the Mortgagor, its successors and assigns, (ii) inure, together with the rights and remedies of the Mortgagee hereunder, to the benefit of the Mortgagee for the benefit of the Secured Parties and each of their respective successors, transferees and assigns and (iii) in the event there is more than one mortgagor party hereto, all undertakings hereunder shall be deemed joint and several. No other persons (including, without limitation, any other creditor of any Loan Party) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), but subject, however, to the provisions of the Credit Agreement, any Lender may assign or otherwise transfer any indebtedness held by it secured by this Mortgage to any other person, and such other person shall thereupon become vested with all the benefits in respect thereof granted to such Lender, herein or otherwise.

SECTION 11.6. Termination; Release. When all the Secured Obligations have been paid in full and the Commitments of the Lenders to make any Loan under the Credit Agreement shall have expired or been sooner terminated in accordance with the provisions of the Credit Agreement, this Mortgage shall terminate. Upon termination hereof or any release of the Mortgaged Property or any portion thereof in accordance with the provisions of the Credit Agreement, the Mortgagee shall, upon the request and at the sole cost and expense of the Mortgagor, forthwith assign, transfer and deliver to the Mortgagor, against receipt and without recourse to or warranty by the Mortgagee, such of the Mortgaged Property to be released (in the case of a release) as may be in possession of the Mortgagee and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Mortgaged Property, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Mortgaged Property, as the case may be.

SECTION 11.7. Modification in Writing. No amendment, modification, supplement, termination or waiver of or to any provision hereof, nor consent to any departure by the Mortgagor therefrom, shall be effective unless the same shall be done in accordance with the terms of the Credit Agreement and unless in writing and signed by the Mortgagee. Any amendment, modification or supplement of or to any provision hereof, any waiver of any provision hereof and any consent to any departure by the Mortgagor from the terms of any provision hereof shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Mortgage or any other Loan Document, no notice to or demand on the Mortgagor in any case shall entitle the Mortgagor to any other or further notice or demand in similar or other circumstances.

SECTION 11.8. Notices. Unless otherwise provided herein or in the Credit Agreement, any notice or other communication herein required or permitted to be given shall be given in the manner and become effective as set forth in the Credit Agreement, if to the Mortgagor or the Mortgagee, addressed to it at the address set forth in the Credit Agreement, or in each case at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section 11.8.

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SECTION 11.9. GOVERNING LAW; SERVICE OF PROCESS; WAIVER OF JURY TRIAL. THIS MORTGAGE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR ITEM OR TYPE OF MORTGAGED PROPERTY ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. MORTGAGOR AGREES THAT SERVICE OF PROCESS IN ANY PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO BORROWER AT ITS ADDRESS SET FORTH IN THE CREDIT AGREEMENT OR AT SUCH OTHER ADDRESS OF WHICH THE MORTGAGEE SHALL HAVE BEEN NOTIFIED PURSUANT THERETO. IF ANY AGENT APPOINTED BY MORTGAGOR REFUSES TO ACCEPT SERVICE, MORTGAGOR HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT NOTICE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF MORTGAGEE TO BRING PROCEEDINGS AGAINST MORTGAGOR IN THE COURTS OF ANY OTHER JURISDICTION. THE MORTGAGOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS MORTGAGE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 11.10. Severability of Provisions. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION 11.11. Relationship. The relationship of the Mortgagee to the Mortgagor hereunder is strictly and solely that of lender and borrower and mortgagor and mortgagee and nothing contained in the Credit Agreement, this Mortgage or any other document or instrument now existing and delivered in connection therewith or otherwise in connection with the Secured Obligations is intended to create, or shall in any event or under any circumstance be construed as creating a partnership, joint venture, tenancy-in-common, joint tenancy or other relationship of any nature whatsoever between the Mortgagee and the Mortgagor other than as lender and borrower and mortgagor and mortgagee.

SECTION 11.12. No Credit for Payment of Taxes or Impositions. The Mortgagor shall not be entitled to any credit against the principal, premium, if any, or interest payable under the Credit Agreement, and the Mortgagor shall not be entitled to any credit against any other sums which may become payable under the terms thereof or hereof, by reason of the payment of any Property Charges on the Mortgaged Property or any part thereof.

SECTION 11.13. No Claims Against the Mortgagee. Nothing contained in this Mortgage shall constitute any consent or request by the Mortgagee, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in

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respect of the Premises or any part thereof, nor as giving the Mortgagor any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against the Mortgagee in respect thereof or any claim that any Lien based on the performance of such labor or services or the furnishing of any such materials or other property is prior to the Lien hereof.

SECTION 11.14. Mortgagee’s Right To Sever Indebtedness.

(i) The Mortgagor acknowledges that (A) the Mortgaged Property does not constitute the sole source of security for the payment and performance of the Secured Obligations and that the Secured Obligations are also secured by property of the Mortgagor and its Affiliates in other jurisdictions (all such property, collectively, the “Collateral”), (B) the number of such jurisdictions and the nature of the transaction of which this instrument is a part are such that it would have been impracticable for the parties to allocate to each item of Collateral a specific loan amount and to execute in respect of such item a separate credit agreement and (C) the Mortgagor intends that the Mortgagee have the same rights with respect to the Mortgaged Property, in foreclosure or otherwise, that the Mortgagee would have had if each item of Collateral had been secured, mortgaged or pledged pursuant to a separate credit agreement, mortgage or security instrument. In furtherance of such intent, the Mortgagor agrees that the Mortgagee may at any time by notice (an “Allocation Notice”) to the Mortgagor allocate a portion (the “Allocated Indebtedness”) of the Secured Obligations to the Mortgaged Property and sever from the remaining Secured Obligations the Allocated Indebtedness. From and after the giving of an Allocation Notice with respect to the Mortgaged Property, the Secured Obligations hereunder shall be limited to the extent set forth in the Allocation Notice and (as so limited) shall, for all purposes, be construed as a separate loan obligation of the Mortgagor unrelated to the other transactions contemplated by the Credit Agreement, any other Loan Document or any document related to any thereof. To the extent that the proceeds on any foreclosure of the Mortgaged Property shall exceed the Allocated Indebtedness, such proceeds shall belong to the Mortgagor and shall not be available hereunder to satisfy any Secured Obligations of the Mortgagor other than the Allocated Indebtedness. In any action or proceeding to foreclose the Lien hereof or in connection with any power of sale, foreclosure or other remedy exercised under this Mortgage commenced after the giving by the Mortgagee of an Allocation Notice, the Allocation Notice shall be conclusive proof of the limits of the Secured Obligations hereby secured, and the Mortgagor may introduce, by way of defense or counterclaim, evidence thereof in any such action or proceeding. Notwithstanding any provision of this Section 11.14, the proceeds received by the Mortgagee pursuant to this Mortgage shall be applied by the Mortgagee in accordance with the provisions of Section 8.03 of the Credit Agreement.

(ii) The Mortgagor hereby waives to the greatest extent permitted under law the right to a discharge of any of the Secured Obligations under any statute or rule of law now or hereafter in effect which provides that foreclosure of the Lien hereof or other remedy exercised under this Mortgage constitutes the exclusive means for satisfaction of the Secured Obligations or which makes unavailable a deficiency judgment or any subsequent remedy because the Mortgagee elected to proceed with a power of sale, foreclosure or such other remedy or because of any failure by the Mortgagee to comply with laws that prescribe conditions to the entitlement to a deficiency judgment. In the event that, notwithstanding the foregoing waiver, any court

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shall for any reason hold that the Mortgagee is not entitled to a deficiency judgment, the Mortgagor shall not (A) introduce in any other jurisdiction such judgment as a defense to enforcement against the Mortgagor of any remedy in the Credit Agreement or any other Loan Document or (B) seek to have such judgment recognized or entered in any other jurisdiction, and any such judgment shall in all events be limited in application only to the state or jurisdiction where rendered.

(iii) In the event any instrument in addition to the Allocation Notice is necessary to effectuate the provisions of this Section 11.14, including, without limitation, any amendment to this Mortgage, any substitute promissory note or affidavit or certificate of any kind, the Mortgagee may execute, deliver or record such instrument as the attorney-in-fact of the Mortgagor. Such power of attorney is coupled with an interest and is irrevocable.

(iv) Notwithstanding anything set forth herein to the contrary, the provisions of this Section 11.14 shall be effective only to the maximum extent permitted by law.

ARTICLE XII.

INTERCREDITOR AGREEMENT

SECTION 12.1. Intercreditor Agreement. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS MORTGAGE AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, DATED AS OF JULY 6, 2007 (AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), AMONG NOVELIS INC., A CORPORATION FORMED UNDER THE CANADA BUSINESS CORPORATIONS ACT, NOVELIS CORPORATION, A TEXAS CORPORATION, NOVELIS PAE CORPORATION, A DELAWARE CORPORATION, NOVELIS FINANCES USA LLC, A DELAWARE LIMITED LIABILITY COMPANY, NOVELIS SOUTH AMERICA HOLDINGS LLC, A DELAWARE LIMITED LIABILITY COMPANY, ALUMINUM UPSTREAM HOLDINGS LLC, A DELAWARE LIMITED LIABILITY COMPANY, NOVELIS UK LIMITED, A LIMITED LIABILITY COMPANY INCORPORATED UNDER THE LAWS OF ENGLAND AND WALES WITH REGISTERED NUMBER 00279596, AND NOVELIS AG, A STOCK CORPORATION (AG) ORGANIZED UNDER THE LAWS OF SWITZERLAND, AV ALUMINUM INC., A CORPORATION FORMED UNDER THE CANADA BUSINESS CORPORATIONS ACT (“HOLDINGS”), THE SUBSIDIARIES OF HOLDINGS FROM TIME TO TIME PARTY THERETO, ABN AMRO BANK N.V., AS ADMINISTRATIVE AGENT FOR THE REVOLVING CREDIT LENDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT), LASALLE BUSINESS CREDIT, LLC, AS COLLATERAL AGENT FOR THE REVOLVING CREDIT CLAIMHOLDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT) AND AS FUNDING AGENT, ABN AMRO BANK N.V., ACTING THROUGH ITS CANADIAN BRANCH, AS CANADIAN ADMINISTRATIVE AGENT FOR THE REVOLVING CREDIT LENDERS AND AS

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CANADIAN FUNDING AGENT, UBS AG, STAMFORD BRANCH, AS ADMINISTRATIVE AGENT FOR THE TERM LOAN LENDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT), AND AS COLLATERAL AGENT FOR THE TERM LOAN CLAIMHOLDERS (AS 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 MORTGAGE, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.

SECTION 12.2. Credit Agreement. In the event of any conflict between the Credit Agreement and this Mortgage, the provisions of the Credit Agreement shall govern and control.

ARTICLE XIII.

LEASES

SECTION 13.1. Mortgagor’s Affirmative Covenants with Respect to Leases. With respect to each Lease, the Mortgagor shall:

(i) observe and perform in all material respects all the obligations imposed upon the Landlord under such Lease;

(ii) promptly send copies to the Mortgagee of all notices of default which the Mortgagor shall send or receive thereunder; and

(iii) enforce all of the material terms, covenants and conditions contained in such Lease upon the part of the Tenant thereunder to be observed or performed.

SECTION 13.2. Mortgagor’s Negative Covenants with Respect to Leases. With respect to each Lease, the Mortgagor shall not, without the prior written consent of the Mortgagee:

(i) receive or collect, or permit the receipt or collection of, any Rent under such Lease more than three (3) months in advance of the respective period in respect of which such Rent is to accrue, except:

	(A)		in connection with the execution and delivery of such Lease (or of any amendment to such Lease), Rent thereunder may be collected and received in advance in an amount not in excess of three (3) months Rent;

	(B)		the amount held by Landlord as a reasonable security deposit thereunder; and

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(C)

any amount received and collected for escalation and other charges in accordance with the terms of such Lease;

(ii) assign, transfer or hypothecate (other than to the Mortgagee hereunder or the Revolving Credit Collateral Agent, as the case may be, and subject to the terms of the Intercreditor Agreement) any Rent under such Lease whether then due or to accrue in the future or the interest of the Mortgagor as Landlord under such Lease;

(iii) enter into any amendment or modification of any Lease if the same would not comply with the definition of Permitted Liens or could reasonably be expected to result in a Property Material Adverse Effect;

(iv) (a) terminate (whether by exercising any contractual right of the Mortgagor to recapture leased space or otherwise) or (b) permit the termination of such Lease or (c) accept surrender of all or any portion of the space demised under such Lease prior to the end of the term thereof or (d) accept assignment of such Lease to the Mortgagor unless the same would not cause a Property Material Adverse Effect (but with respect to clauses (b) and (c) hereof, Mortgagor shall not be required to obtain Mortgagee’s prior written consent if the tenant under any such Lease possesses such rights as of the date hereof);

(v) waive, excuse, condone or in any manner discharge or release any Tenants of or from the obligations of such Tenants under their respective Leases or guarantors of Tenants from obligations under any guarantees of the Leases unless the same would not cause a Property Material Adverse Effect.

ARTICLE XIV.

LOCAL LAW PROVISIONS

[ ]

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Mortgagor has caused this Mortgage to be duly executed and delivered under seal the day and year first above written.


	[ ], a[ ]
	By:
		Name:
		Title:

[local counsel to confirm signature requirements]

[Property Location] Deed of Trust/Mortgage Signature Page

S-l

ACKNOWLEDGMENT

[Local counsel to provide appropriate acknowledgment]

[Property Location] Deed of Trust/Mortgage Notary Page

Schedule A — Legal Description

Legal Description of premises located at [ ]:

[to come from title policy]

EXHIBIT K-1

Form of
U.S. TERM LOAN NOTE



$		New York, New York
		[Date]

FOR VALUE RECEIVED, the undersigned, NOVELIS CORPORATION, a Texas corporation (“Borrower”), hereby promises to pay to [ ] (the “Lender”) or its registered assigns on the Final Maturity Date (as defined in the Credit Agreement referred to below) in lawful money of the United States and in immediately available funds, the principal amount of DOLLARS ($ ), or, if less, the aggregate unpaid principal amount of all U.S. Term Loans (as defined in the Credit Agreement) of the Lender outstanding under the Credit Agreement referred to below, which sum shall be due and payable in such amounts and on such dates as are set forth in the Credit Agreement. Borrower further agrees to pay interest in like money at such office specified in Section 2.14 of the Credit Agreement on the unpaid principal amount hereof from time to time from the date hereof at the rates specified in Section 2.06 of such Credit Agreement.

The holder of this Note may endorse and attach a schedule to reflect the date, Type and amount of each U.S. Term Loan of the Lender owing by the Borrower outstanding under the Credit Agreement, the date and amount of each payment or prepayment of principal hereof, and the date of each interest rate conversion or continuation pursuant to Section 2.08 of the Credit Agreement and the principal amount subject thereto; provided that the failure of the Lender to make any such recordation (or any error in such recordation) shall not affect the obligations of Borrower hereunder or under the Credit Agreement.

This Note is one of the Notes referred to in the Credit Agreement, dated as of July 6, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among NOVELIS INC., a corporation formed under the Canada Business Corporations Act, NOVELIS CORPORATION, a Texas corporation, AV ALUMINUM INC., a corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in the Credit Agreement), the Lenders, UBS AG, STAMFORD BRANCH, as administrative agent for the Lenders, UBS AG, STAMFORD BRANCH, as collateral agent for the Secured Parties, the other agents party thereto, and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers, is subject to the provisions thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein.

This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.

Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided therein. No failure in exercising any rights hereunder or under the other Loan Documents on the part of the Lender shall operate as a waiver of such rights.

EXHIBIT K-1-1

Time is of the essence in respect of this Note.

All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT.

THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

[Signature Page Follows]

EXHIBIT K-1-2


	NOVELIS CORPORATION, as Borrower
	By:
		Name:
		Title:

EXHIBIT K-1-3

EXHIBIT K-2

Form of
CANADIAN TERM LOAN NOTE



€		New York, New York
		[Date]

FOR VALUE RECEIVED, the undersigned, NOVELIS INC., a corporation formed under the Canada Business Corporations Act (“Borrower”), hereby promises to pay to [ ] (the “Lender”) or its registered assigns on the Final Maturity Date (as defined in the Credit Agreement referred to below) in lawful money of the United States and in immediately available funds, the principal amount of DOLLARS ($ ), or, if less, the aggregate unpaid principal amount of all Canadian Term Loans (as defined in the Credit Agreement) of the Lender outstanding under the Credit Agreement referred to below, which sum shall be due and payable in such amounts and on such dates as are set forth in the Credit Agreement. Borrower further agrees to pay interest in like money at such office specified in Section 2.14 of the Credit Agreement on the unpaid principal amount hereof from time to time from the date hereof at the rates specified in Section 2.06 of such Credit Agreement.

The holder of this Note may endorse and attach a schedule to reflect the date, Type and amount of each Canadian Term Loan of the Lender owing by the Borrower outstanding under the Credit Agreement, the date and amount of each payment or prepayment of principal hereof, and the date of each interest rate conversion or continuation pursuant to Section 2.08 of the Credit Agreement and the principal amount subject thereto; provided that the failure of the Lender to make any such recordation (or any error in such recordation) shall not affect the obligations of Borrower hereunder or under the Credit Agreement.

This Note is one of the Notes referred to in the Credit Agreement, dated as of July 6, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among NOVELIS INC., a corporation formed under the Canada Business Corporations Act, NOVELIS CORPORATION, a Texas corporation, AV ALUMINUM INC., a corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in the Credit Agreement), the Lenders, UBS AG, STAMFORD BRANCH, as administrative agent for the Lenders, UBS AG, STAMFORD BRANCH, as collateral agent for the Secured Parties, the other agents party thereto, and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers, is subject to the provisions thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein.

EXHIBIT K-2-1

Time is of the essence in respect of this Note.

[Signature Page Follows]

EXHIBIT K-2-2


	NOVELIS INC., as Borrower
	By:
		Name:
		Title:

EXHIBIT K-2-3

EXHIBIT L-1

Form of
PERFECTION CERTIFICATE

[See attached]

EXHIBIT L-1-1

PERFECTION CERTIFICATE

Reference is hereby made to that certain Credit Agreement, dated as of July [ ], 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among NOVELIS INC., a corporation formed under the Canada Business Corporations Act, NOVELIS CORPORATION, a Texas corporation, NOVELIS PAE CORPORATION, a Delaware corporation, EUROFOIL, INC., a New York corporation, NOVELIS UK LIMITED, a limited liability company incorporated under the laws of England and Wales with registered number [00279596], and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland, AV ALUMINUM INC., a corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in the Credit Agreement), the Lenders, ABN AMRO INCORPORATED, as issuing bank, as swingline lender, as administrative agent (together with its successors in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (together with its successors in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, [-], as syndication agent, [-], as documentation agent, ABN AMRO BANK N.V., as Canadian administrative agent (together with its successors in such capacity, “Canadian Administrative Agent” and, together with the Administrative Agent and the Collateral Agent, the “Agents”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers.

The undersigned hereby certify to the Agents as follows:

1. Names.

(a) The exact legal name of each Loan Party, as such name appears in its respective certificate or articles of incorporation, memorandum or articles of association, or any other organizational document, is set forth in Schedule 1(a). Each Loan Party is (i) the type of entity disclosed next to its name in Schedule 1(a), (ii) organized under the laws of the jurisdiction disclosed next to its name in Schedule 1(a) and (iii) a registered organization in such jurisdiction except to the extent disclosed in Schedule 1(a). Also set forth in Schedule 1(a) is the organizational identification number, if any, of each Loan Party that is a registered organization, the United States Federal Employer Identification Number (or equivalent under the laws of the relevant jurisdiction of organization of such Loan Party) of each Loan Party.

(b) Set forth in Schedule 1(b) hereto is any other organizational names each Loan Party has had in the past five years, together with the date of the relevant change.

(c) Set forth in Schedule 1(c) is a list of all other names (including trade names or similar appellations) used by each Loan Party, or any other business or organization to which each Loan Party became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise, at any time between July [ ], 2002 and the date hereof. Also set forth in Schedule 1(c) is the information required by Section 1 of this certificate for any other business or organization to which each Loan Party became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise, at any time between July [ ], 2002 and the date hereof. Except as set forth in Schedule 1(c), no Loan Party has changed its jurisdiction of organization at any time during the past four months.

2. Current Locations. (a) The chief executive office of each Loan Party is located at the address set forth in Schedule 2(a) hereto.

(b) Set forth in Schedule 2(b) are all locations where each Loan Party maintains any books or records relating to any Collateral.

(d) Set forth in Schedule 2(d) hereto are all other locations where each Loan Party maintains any of the Collateral consisting of inventory or equipment not identified above.

(e) Set forth in Schedule 2(e) hereto are the names and addresses of all persons or entities other than each Loan Party, such as lessees, consignees, warehousemen or purchasers of chattel paper, which have possession or are intended to have possession of any of the Collateral consisting of instruments, chattel paper, inventory or equipment.

3. Prior Locations. Set forth in Schedule 3 is the information required by Schedule 2(a), Schedule 2(b), Schedule 2(c), Schedule 2(d) and Schedule 2(e) with respect to each location or place of business previously maintained by each Loan Party at any time during the past four months.

4. Extraordinary Transactions. Except for those purchases, acquisitions and other transactions described on Schedule 4 attached hereto, all of the Collateral has been originated by each Loan Party in the ordinary course of business or consists of goods which have been acquired by such Loan Party in the ordinary course of business from a person in the business of selling goods of that kind.

5. File Search Reports. Attached hereto as Schedule 5 is a true and accurate summary of file search reports (or equivalent reports under the laws of each relevant jurisdiction) from (A) the Uniform Commercial Code filing offices, Personal Property Security Act filings offices or Registrar of Companies (or equivalent filing offices or registrars under the laws of each relevant jurisdiction) (collectively, “Filing Offices”) (i) in each jurisdiction identified in Section 1(a), Section 2 or Section 3 with respect to each legal name and entity set forth in Section 1 and (ii) in each jurisdiction described in Schedule 1(c) or Schedule 4 relating to any of the transactions described in Schedule (1)(c) or Schedule 4 with respect to each legal name of the person or entity (or with respect to each such person or entity, as applicable) from which each Loan Party purchased or otherwise acquired any of the Collateral and (B) each filing officer or registrar (or equivalent thereof under the laws of each relevant jurisdiction) in each real estate recording office or registrar (or equivalent thereof under the laws of each relevant jurisdiction) identified on Schedule 8 with respect to real estate on which Collateral consisting of fixtures is or is to be located. A true copy of each financing statement, mortgage, charge, judgment, tax lien, bankruptcy, pending lawsuit or other filing identified in such reports has been delivered to the Collateral Agent.

6. Collateral Filings. The financing statements, mortgages, charges and other filings (collectively, “Collateral Filings”), in each case, duly authorized by each Loan Party constituting the debtor (or the equivalent thereof under the laws of each relevant jurisdiction), including the indications of the collateral, attached as Schedule 6 relating to the applicable Security Agreement or Mortgage or other applicable Security Document, are in the appropriate forms for filing in the Filing Offices in the jurisdictions identified in Schedule 7 hereof.

7. Schedule of Filings. Attached hereto as Schedule 7 is a schedule of (i) the appropriate Filing Offices for the Collateral Filings attached hereto as Schedule 6 and (ii) the appropriate Filing Offices for the filings described in Schedule 12(c) and (iii) any other actions required to create, preserve, protect and perfect the security interests in the Collateral granted to the Collateral Agent and/or the Lenders and other Secured Parties under the Security Documents (other than the Mortgages) (the

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“Pledged Collateral”). No other filings or actions are required to create, preserve, protect and perfect such security interests in the Pledged Collateral.

8. Real Property. Attached hereto as Schedule 8(a) is a list of all real property owned or leased by each Loan Party noting Mortgaged Property as of the Closing Date and Filing Offices for Mortgages as of the Closing Date. Except as described on Schedule 8(b) attached hereto, no Loan Party has entered into any leases, subleases, tenancies, franchise agreements, licenses or other occupancy arrangements as owner, lessor, sublessor, licensor, franchisor or grantor with respect to any of the real property described on Schedule 8(a) and no Loan Party has any Leases which require the consent of the landlord, tenant or other party thereto to the Transactions.

9. Termination Statements. Attached hereto as Schedule 9(a) are the duly authorized termination statements (or equivalents thereof under the laws of each applicable jurisdiction) in the appropriate form for filing in each applicable jurisdiction identified in Schedule 9(b) hereto with respect to each Lien described therein.

10. Equity Ownership and Other Equity Investments. Attached hereto as Schedule 10 is a true and correct list of each of all of the authorized, and the issued and outstanding, stock, shares, partnership interests, limited liability company membership interests or other equity interests of each Loan Party and its Subsidiaries and the record and beneficial owners of such stock, shares, partnership interests, limited liability company membership interests or other equity interests, the number of shares or other equity interests owned by each such Loan Party or Subsidiary and its percentage ownership, the number of shares or other equity interests outstanding, the numbers of any certificate representing such stock, shares, partnership interests, limited liability company membership interests or other equity interests, and the number of shares or other equity interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights in respect of any such stock, shares, partnership interests, limited liability company membership interests or other equity interests. Set forth on Schedule 10 is each equity investment of each Loan Party that represents 50% or less of the equity of the entity in which such investment was made. Set forth on Schedule 10 is a true and correct organizational structure chart with respect to the Loan Parties and their respective Subsidiaries as of the date hereof.

11. Instruments and Tangible Chattel Paper; Advances. (a) Attached hereto as Schedule 11(a) is a true and correct list of all promissory notes, instruments (other than checks to be deposited in the ordinary course of business), tangible chattel paper, electronic chattel paper and other evidence of indebtedness held by each Loan Party as of July____, 2007, including all intercompany notes between or among any two or more Companies.

(b) Attached hereto as Schedule 11(b) is (i) a true and correct list of all loans and advances made by any Company to any Company as of the date hereof, which advances will be on and after the date hereof evidenced by one or more Intercompany Notes and, in the case of a loan or advance by a Loan Party, pledged by such Loan Party as Collateral pursuant to the Security Documents and (ii) a true and correct list of all unpaid intercompany transfers of goods sold and delivered by or to any Company as of the date hereof.

12. Intellectual Property. (a) Attached hereto as Schedule 12(a) is a schedule setting forth all Patents and Trademarks (each as defined in the U.S. Security Agreement; provided that solely for purposes hereof, the references to “Pledgors” in such definitions shall be deemed to be references to Loan Parties) and all licenses with respect to Patents and Trademarks of (or licensed by) each Loan Party, including the name of the registered owner and the registration number, or their equivalents in non-U.S. jurisdictions, if any, of each such Patent, Trademark and license with respect to Patents and Trademarks

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of (or licensed by) each Loan Party. Attached hereto as Schedule 12(b) is a schedule setting forth all Copyrights (as defined in the U.S. Security Agreement; provided that solely for purposes hereof, the references to “Pledgors” in such definition shall be deemed to be references to Loan Parties) and licenses with respect to Copyrights of (or licensed by) each Loan Party, including the name of the registered owner and the registration number, or their equivalents in non-U.S. jurisdictions, if any, of each such Copyright or license with respect to Copyrights of (or licensed by) each Loan Party.

(b) Attached hereto as Schedule 12(c) in proper form for filing with the United States Patent and Trademark Office and United States Copyright Office, or their equivalents in non-U.S. jurisdictions, if any, are the filings necessary to preserve, protect and perfect the security interests in the Trademarks, Patents and Copyrights and licenses with respect to Trademarks, Patents and Copyrights set forth on
Schedule 12(a) and Schedule 12(b), including duly signed copies of each of the Patent Security Agreement, Trademark Security Agreement and the Copyright Security Agreement, as applicable.

13. Commercial Tort Claims. Attached hereto as Schedule 13 is a true and correct list of all Commercial Tort Claims (as defined in the U.S. Security Agreement) held by each Loan Party, including a brief description thereof.

14. Deposit Accounts, Securities Accounts and Commodity Accounts. Attached hereto as Schedule 14 is a true and complete list of all Deposit Accounts, Securities Accounts and Commodity Accounts (each as defined in the U.S. Security Agreement) maintained by each Loan Party, including the name of each institution where each such account is held, the name and account number of each such account and the name of each entity that holds each account.

15. Letter-of-Credit Rights. Attached hereto as Schedule 15 is a true and correct list of all Letters of Credit issued in favor of each Loan Party, as beneficiary thereunder.

16. Motor Vehicles. Attached hereto as Schedule 16 is a true and correct list of all motor vehicles (covered by certificates of title or ownership) valued at over $50,000 and owned by each Loan Party, and the owner and approximate value of such motor vehicles.

17. No Change. The undersigned knows of no anticipated change in any of the circumstances or with respect to any of the matters contemplated in Sections 1 through 16 of this Perfection Certificate except as set forth on Schedule 17 hereto.

[The remainder of this page has been intentionally left blank]

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IN WITNESS WHEREOF, we have hereunto signed this Perfection Certificate as of this day of July, 2007.


	NOVELIS CORPORATION
	By:
		Name:
		Title:

	NOVELIS PAE CORPORATION
	By:
		Name:
		Title:

	EUROFOIL, INC.
	By:
		Name:
		Title:

	NOVELIS, INC.
	By:
		Name:
		Title:

	NOVELIS UK LIMITED
	By:
		Name:
		Title:

-5-


	NOVELIS AG
	By:
		Name:
		Title:

	AV ALUMINUM INC.
	By:
		Name:
		Title:

	NOVELIS CAST HOUSE TECHNOLOGY LTD.
	By:
		Name:
		Title:

	4260848 CANADA INC.
	By:
		Name:
		Title:

	4260856 CANADA INC.
	By:
		Name:
		Title:

-6-


	NOVELIS UK LTD.
	By:
		Name:
		Title:

	NOVELIS DEUTSCHLAND GMBH
	By:
		Name:
		Title:

	NOVELIS SWITZERLAND SA
	By:
		Name:
		Title:

	NOVELIS TECHNOLOGY AG
	By:
		Name:
		Title:

	NOVELIS ALUMINUM HOLDING COMPANY
	By:
		Name:
		Title:

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	NOVELIS DO BRASIL LTDA
	By:
		Name:
		Title:

-8-

Schedule 1(a)

Legal Names, Etc.

Federal Employer

Registered Organization

Identification Number (or

Legal Name

Type of Entity

(Yes/No)

Organizational Number^a

equivalent)^a

Jurisdiction of Organization


^a		If none, so state.

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Schedule 1(b)

Prior Organizational Names


Loan Party	Prior Name	Date of Change

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Schedule 1(c)

Changes in Identity; Other Names


					List of All Other Names
			Date of	State of	Used During Past Five
Loan Party	Name of Entity	Action	Action	Formation	Years

[Add Information required by Section 1 to the extent required by Section 1(c) of the Perfection Certificate]

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Schedule 2(a)

Chief Executive Offices

Loan Party

Address

County

State

Country

-12-

Schedule 2(b)

Location of Books

Loan Party

Address

County

State

Country

-13-

Schedule 2(c)

Other Places of Business

Loan Party

Address

County

State

Country

-14-

Schedule 2(d)

Additional Locations of Equipment and Inventory

Loan Party

Address

County

State

Country

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Schedule 2(e)

Locations of Collateral in Possession of Persons Other Than Any Loan Party

Name of Entity in

Possession of

Collateral/Capacity of

Address/Location of

Loan Party

such Entity

Collateral

County

State

Country

-16-

Schedule 3

Prior Locations Maintained by Loan Parties

Loan Party

Address

County

State

Country

-17-

Schedule 4

Transactions Other Than in the Ordinary Course of Business


Loan Party	Description of Transaction Including Parties Thereto	Date of Transaction

-18-

Schedule 5

File Search Reports

Loan Party

Search Report dated

Prepared by

Jurisdiction

See attached.

-19-

Schedule 6

Copy of Collateral Filings To Be Filed

See attached.

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XXXXXXX X-0

Form of
U.S. SECURITY AGREEMENT

[See Tab # B.1-2.]

EXHIBIT M-1-1

SECURITY AGREEMENT

made by

NOVELIS INC.,
as Canadian Borrower,

NOVELIS CORPORATION,
as U.S. Borrower

and

THE GUARANTORS FROM TIME TO TIME PARTY HERETO

in favor of

UBS AG, STAMFORD BRANCH,
as Collateral Agent

Dated as of July 6, 2007

TABLE OF CONTENTS


	Page
PREAMBLE		1

RECITALS		1

AGREEMENT		2

ARTICLE I

DEFINITIONS AND INTERPRETATION

SECTION 1.1. DEFINITIONS		2
SECTION 1.2. INTERPRETATION		9
SECTION 1.3. RESOLUTION OF DRAFTING AMBIGUITIES		9
SECTION 1.4. PERFECTION CERTIFICATE		9

ARTICLE II

GRANT OF SECURITY AND SECURED OBLIGATIONS

SECTION 2.1. GRANT OF SECURITY INTEREST		9
SECTION 2.2. FILINGS		10

ARTICLE III

PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;
USE OF PLEDGED COLLATERAL

SECTION 3.1. DELIVERY OF CERTIFICATED SECURITIES COLLATERAL		11
SECTION 3.2. PERFECTION OF UNCERTIFICATED SECURITIES COLLATERAL		12
SECTION 3.3. FINANCING STATEMENTS AND OTHER FILINGS; MAINTENANCE OF PERFECTED SECURITY INTEREST		12
SECTION 3.4. OTHER ACTIONS		13
SECTION 3.5. JOINDER OF ADDITIONAL GUARANTORS		16
SECTION 3.6. SUPPLEMENTS; FURTHER ASSURANCES		16

ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS

SECTION 4.1. TITLE		17
SECTION 4.2. VALIDITY OF SECURITY INTEREST		17
SECTION 4.3. DEFENSE OF CLAIMS; TRANSFERABILITY OF PLEDGED COLLATERAL		17

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	Page
SECTION 4.4. OTHER FINANCING STATEMENTS		17
SECTION 4.5. INVENTORY AND EQUIPMENT		18
SECTION 4.6. DUE AUTHORIZATION AND ISSUANCE		18
SECTION 4.7. CONSENTS, ETC.		19
SECTION 4.8. PLEDGED COLLATERAL		19
SECTION 4.9. INSURANCE		19

ARTICLE V

CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL

SECTION 5.1. PLEDGE OF ADDITIONAL SECURITIES COLLATERAL		19
SECTION 5.2. VOTING RIGHTS; DISTRIBUTIONS; ETC.		19
SECTION 5.3. DEFAULTS, ETC.		20
SECTION 5.4. ORGANIZATIONAL DOCUMENTS		21
SECTION 5.5. CERTAIN AGREEMENTS OF PLEDGORS AS ISSUERS AND HOLDERS OF EQUITY INTERESTS		21

ARTICLE VI

CERTAIN PROVISIONS CONCERNING INTELLECTUAL
PROPERTY COLLATERAL

SECTION 6.1. GRANT OF INTELLECTUAL PROPERTY LICENSE		21
SECTION 6.2. PROTECTION AND MAINTENANCE OF INTELLECTUAL PROPERTY COLLATERAL		22
SECTION 6.3. AFTER-ACQUIRED PROPERTY		22
SECTION 6.4. LITIGATION		23

ARTICLE VII

CERTAIN PROVISIONS CONCERNING RECEIVABLES

SECTION 7.1. MAINTENANCE OF RECORDS		23
SECTION 7.2. MODIFICATION OF TERMS, ETC.		24
SECTION 7.3. COLLECTION		24

ARTICLE VIII

TRANSFERS

SECTION 8.1. TRANSFERS OF PLEDGED COLLATERAL		25

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	Page
ARTICLE IX

REMEDIES

SECTION 9.1. REMEDIES		25
SECTION 9.2. NOTICE OF SALE		27
SECTION 9.3. WAIVER OF NOTICE AND CLAIMS		27
SECTION 9.4. CERTAIN SALES OF PLEDGED COLLATERAL		27
SECTION 9.5. NO WAIVER; CUMULATIVE REMEDIES		28
SECTION 9.6. CERTAIN ADDITIONAL ACTIONS REGARDING INTELLECTUAL PROPERTY		29

ARTICLE X

APPLICATION OF PROCEEDS

SECTION 10.1. APPLICATION OF PROCEEDS		29

ARTICLE XI

MISCELLANEOUS

SECTION 11.1. CONCERNING COLLATERAL AGENT		29
SECTION 11.2. COLLATERAL AGENT MAY PERFORM; COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT		30
SECTION 11.3. CONTINUING SECURITY INTEREST; ASSIGNMENT		31
SECTION 11.4. TERMINATION; RELEASE		31
SECTION 11.5. MODIFICATION IN WRITING		32
SECTION 11.6. NOTICES		32
SECTION 11.7. GOVERNING LAW, CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL		32
SECTION 11.8. SEVERABILITY OF PROVISIONS		32
SECTION 11.9. EXECUTION IN COUNTERPARTS		32
SECTION 11.10. BUSINESS DAYS		32
SECTION 11.11. NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITION		32
SECTION 11.12. NO CLAIMS AGAINST COLLATERAL AGENT		32
SECTION 11.13. NO RELEASE		33
SECTION 11.14. OBLIGATIONS ABSOLUTE		33
SECTION 11.15. INTERCREDITOR AGREEMENT GOVERNS		34
SECTION 11.16. DELIVERY OF COLLATERAL		34
SECTION 11.17. MORTGAGES		34
SECTION 11.18. CONFLICTS		34

SIGNATURES		S-l

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EXHIBIT 1		Form of Issuer’s Acknowledgment
EXHIBIT 2		Form of Securities Pledge Amendment
EXHIBIT 3		Form of Joinder Agreement
EXHIBIT 4		Form of Copyright Security Agreement
EXHIBIT 5		Form of Patent Security Agreement
EXHIBIT 6		Form of Trademark Security Agreement
EXHIBIT 7		Form of Bailee Letter

-iv-

SECURITY AGREEMENT

This SECURITY AGREEMENT, dated as of July 6, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by NOVELIS INC., a corporation formed under the Canada Business Corporations Act (the “Canadian Borrower”), NOVELIS CORPORATION, a Texas corporation (the “U.S. Borrower”) and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Canadian Borrower and the U.S. Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors”, and each, a “Pledgor”), in favor of UBS AG, STAMFORD BRANCH, in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined) (in such capacity and together with any successors in such capacity, the “Collateral Agent”).

R E C I T A L S :

A. The Canadian Borrower, the U.S. Borrower, AV Aluminum Inc., a corporation formed under the Canada Business Corporations Act, and the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto, UBS AG, Stamford Branch, as Administrative Agent and as Collateral Agent, and the other parties thereto have, in connection with the execution and delivery of this Agreement, entered into that certain Credit Agreement, dated as of July 6, 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; which term shall also include and refer to any increase in the amount of indebtedness under the Credit Agreement and any refinancing or replacement of the Credit Agreement (whether under a bank facility, securities offering or otherwise) or one or more successor or replacement facilities whether or not with a different group of agents or lenders (whether under a bank facility, securities offering or otherwise) and whether or not with different obligors upon the Administrative Agent’s acknowledgment of the termination of the predecessor Credit Agreement).

B. Each Guarantor has, pursuant to the Credit Agreement, unconditionally guaranteed the Secured Obligations.

C. Each Guarantor will receive substantial benefits from the execution, delivery and performance of the obligations under the Credit Agreement and the other Loan Documents and each is, therefore, willing to enter into this Agreement.

D. This Agreement is given by each Pledgor in favor of the Collateral Agent for the benefit of the Secured Parties to secure the payment and performance of all of the Secured Obligations.

F. It is a condition to (i) the obligations of the Lenders to make the Loans under the Credit Agreement and (ii) the performance of the obligations of the Secured Parties under Hedging Agreements that constitute Secured Obligations that each Pledgor execute and deliver the applicable Loan Documents, including this Agreement.

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A G R E E M E N T :

NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor and the Collateral Agent hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

SECTION 1.1. Definitions.

(a) Unless otherwise defined herein or in the Credit Agreement, capitalized terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC; provided that in any event, the following terms shall have the meanings assigned to them in the UCC:

“Accounts”; “Bank”; “Chattel Paper”; “Commercial Tort Claim”; “Commodity Account”; “Commodity Contract”; “Commodity Intermediary”; “Documents”; “Electronic Chattel Paper”; “Entitlement Order”; “Equipment”; “Financial Asset”; “Fixtures”; “Goods”, “Inventory”; “Letter-of-Credit Rights”; “Letters of Credit”; “Money”; “Payment Intangibles”; “Proceeds”; “Records”; “Securities Account”; “Securities Entitlement”; “Securities Intermediary”; “Supporting Obligations”; and “Tangible Chattel Paper.”

(b) Capitalized terms used but not otherwise defined herein that are defined in the Credit Agreement shall have the meanings given to them in the Credit Agreement. Sections 1.03, 1.04 and 1.05 of the Credit Agreement shall apply herein mutatis mutandis.

“Account Debtor” shall mean each person who is obligated on a Receivable or Supporting Obligation related thereto.

“Agreement” shall have the meaning assigned to such term in the Preamble hereof.

“Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy”, as now and hereinafter in effect, or any successor statute.

“Bailee Letter” shall be an agreement in form substantially similar to Exhibit 7 hereto or in such other form and substance reasonably satisfactory to the Collateral Agent.

“Canadian Borrower” shall have the meaning assigned to such term in the Preamble hereof.

“Collateral Agent” shall have the meaning assigned to such term in the Preamble hereof.

“Collateral Report” means any certificate, report or other document delivered by any Pledgor to any Agent with respect to the Pledged Collateral pursuant to any Loan Document.

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“Collateral Support” shall mean all property (real or personal) assigned, hypothecated or otherwise securing any Pledged Collateral and shall include any security agreement or other agreement granting a lien or security interest in such real or personal property.

“Commodity Account Control Agreement” shall mean a control agreement in a form that is reasonably satisfactory to the Collateral Agent establishing the Collateral Agent’s Control with respect to any Commodity Account.

“Contracts” shall mean, collectively, with respect to each Pledgor, the Acquisition Documents, all sale, service, performance, equipment or property lease contracts, licenses, agreements and grants and all other contracts, licenses, agreements or grants (in each case, whether written or oral, or third party or intercompany), between such Pledgor and any third party, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof.

“Control” shall mean (i) in the case of each Deposit Account, “control”, as such term is defined in Section 9-104 of the UCC, (ii) in the case of any Security Entitlement, “control”, as such term is defined in Section 8-106 of the UCC, and (iii) in the case of any Commodity Contract, “control”, as such term is defined in Section 9-106 of the UCC.

“Control Agreements” shall mean, collectively, the Deposit Account Control Agreement, the Securities Account Control Agreement and the Commodity Account Control Agreement.

“Copyrights” shall mean, collectively, all copyrights (whether statutory or common law, whether established, registered or recorded in the United States or any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished) and all mask works (as such term is defined in 17 U.S.C. Section 901, et seq.), together with any and all (i) copyright registrations and applications, (ii) rights and privileges arising under applicable law with respect to such copyrights, (iii) renewals and extensions thereof and amendments thereto, (iv) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable with respect thereto, including damages and payments for past, present or future. infringements or other violations thereof, (v) rights corresponding thereto throughout the world and (vi) rights to xxx for past, present or future infringements thereof.

“Copyright Security Agreement” shall mean an agreement substantially in the form of Exhibit 4 hereto.

“Credit Agreement” shall have the meaning assigned to such term in Recital A hereof.

“Deposit Account Control Agreement” shall mean an agreement in form and substance reasonably satisfactory to the Collateral Agent establishing the Collateral Agent’s Control with respect to any Deposit Account.

“Deposit Accounts” shall mean, collectively, with respect to each Pledgor, (i) all “deposit accounts” as such term is defined in the UCC and in any event shall include all accounts and sub-accounts relating to any of the foregoing accounts and (ii) all cash, funds, checks, notes and instruments from time to time on deposit in any of the accounts or sub-accounts described in clause (i) of this definition.

“Discharge of Revolving Credit Obligations” shall have the meaning assigned to such term in the Intercreditor Agreement.

-4-

“Distributions” shall mean, collectively, with respect to each Pledgor, all dividends, cash, options, warrants, rights, instruments, distributions, returns of capital or principal, income, interest, profits and other property, interests (debt or equity) or proceeds, including as a result of a split, revision, reclassification or other like change of the Pledged Securities, from time to time received, receivable or otherwise distributed to such Pledgor in respect of or in exchange for any or all of the Pledged Securities or Intercompany Notes.

“Excluded Commodities Accounts” shall mean Commodities Accounts with Investment Property or other property held in or credited to such Commodities Accounts with an aggregate value of less than $1,000,000 at any time with respect to any particular Commodities Account and less than $2,500,000 at any time in the aggregate for all such Commodities Accounts.

“Excluded Deposit Accounts” shall mean (i) Deposit Accounts used solely to fund payroll, payroll taxes and similar employment taxes or employee benefits in the ordinary course of business and (ii) Deposit Accounts with an amount on deposit of less than $1,000,000 at any time with respect to any particular Deposit Account and less than $2,500,000 at any time in the aggregate for all such Deposit Accounts; provided that notwithstanding the foregoing, no 525 Collateral Account or Net Cash Proceeds Account shall be an Excluded Deposit Account.

“Excluded Securities Accounts” shall mean (i) Securities Accounts with Investment Property or other property held in or credited to such Securities Accounts with an aggregate value of less than $10,000,000 at any time in the aggregate for all such Securities Accounts and (ii) Securities Accounts with property held in or credited to such Securities Accounts consisting solely of the Equity Interests of Aluminum Company of Malaysia Berhard (Malaysia).

“Excluded Property” shall mean

(a) any permit or license issued by a Governmental Authority to any Pledgor or any agreement to which any Pledgor is a party, in each case, only to the extent and for so long as the terms of such permit, license or agreement or any Requirement of Law applicable thereto, validly prohibit the creation by such Pledgor of a security interest in such permit, license or agreement in favor of the Collateral Agent (after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law (including the Bankruptcy Code) or principles of equity),

(b) any “Venture Interests” as defined in the Joint Venture Agreement, dated January 18, 1985, between Arco Xxxxx Inc. and Alcan Aluminum Corporation, as such Joint Venture Agreement may have been amended prior to January 7, 2005, and any Equity Interest in any other joint ventures to the extent the terms of the applicable joint venture agreement validly prohibit the creation by the applicable Pledgor of a security interest in such other Equity Interests in favor of the Collateral Agent, but only to the extent and for so long as (i) the terms of the applicable agreement prohibit the creation by the applicable Pledgor of a security interest in such “Venture Interests” or other Equity Interests in favor of the Collateral Agent (after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law (including the Bankruptcy Code) or principles of equity) and (ii) such prohibition is permitted by Section 6.19 of the Credit Agreement,

(c) any property owned by any Pledgor on the date hereof or hereafter acquired that is subject to a Lien securing a Purchase Money Obligation or Capital Lease Obligation permitted

-5-

to be incurred pursuant to the provisions of the Credit Agreement if the contract or other agreement in which such Lien is granted (or the documentation providing for such Purchase Money Obligation or Capital Lease Obligation) validly prohibits the creation of any other Lien on such property,

(d) any United States trademark or service xxxx application filed on the basis of a Pledgor’s intent-to-use such xxxx, in each case, unless and until evidence of the use of such trademark in interstate commerce is submitted to and accepted by the United States Patent and Trademark Office, and

(e) any Equity Interests of Novelis de Mexico, S.A. de C.V. so long as (i) such Subsidiary is an Excluded Collateral Subsidiary and (ii) the pledge of or grant of a security interest in the Equity Interests of such Subsidiary pursuant hereto would constitute an investment of earnings in United States property under Section 956 (or a successor provision) of the Code, which investment would or could reasonably be expected to trigger an increase in the net income of a United States shareholder of such Subsidiary pursuant to Section 951 (or a successor provision) of the Code, as reasonably determined by the Collateral Agent; provided, however, that Excluded Property shall not include (x) Voting Stock of such Subsidiary representing not more than 65% of the total voting power of all outstanding Voting Stock of such Subsidiary and (y) 100% of the Equity Interests not constituting Voting Stock of such Subsidiary, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this clause (e);

provided, however, that Excluded Property shall not include any Proceeds, substitutions or replacements of any Excluded Property referred to in clauses (a) through (e) (unless such Proceeds, substitutions or replacements would constitute Excluded Property referred to in clauses (a), (b), (c), (d) or (e)).

“General Intangibles” shall mean, collectively, with respect to each Pledgor, all “general intangibles”, as such term is defined in the UCC, of such Pledgor and, in any event, shall include (i) all of such Pledgor’s rights, title and interest in, to and under all Contracts and insurance policies (including all rights and remedies relating to monetary damages, including indemnification rights and remedies, and claims for damages or other relief pursuant to or in respect of any Contract), (ii) all know-how and warranties relating to any of the Pledged Collateral or the Mortgaged Property, (iii) any and all other rights, claims, choses-in-action and causes of action of such Pledgor against any other person and the benefits of any and all collateral or other security given by any other person in connection therewith, (iv) all guarantees, endorsements and indemnifications on, or of, any of the Pledged Collateral or any of the Mortgaged Property, (v) all intellectual property, (vi) all lists, books, records, correspondence, ledgers, printouts, files (whether in printed form or stored electronically), tapes and other papers or materials containing information relating to any of the Pledged Collateral or any of the Mortgaged Property, including all customer or tenant lists, identification of suppliers, data, plans, blueprints, specifications, designs, drawings, appraisals, recorded knowledge, surveys, studies, engineering reports, test reports, manuals, standards, processing standards, performance standards, catalogs, research data, computer and automatic machinery software and programs and the like, field repair data, accounting information pertaining to such Pledgor’s operations or any of the Pledged Collateral or any of the Mortgaged Property and all media in which or on which any of the information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records or data, (vii) all licenses, consents, permits, variances, certifications, authorizations and approvals, however characterized, now or hereafter acquired or held by such Pledgor, including building permits, certificates of occupancy, environmental certificates, industrial permits or

-6-

licenses and certificates of operation and (viii) all rights to reserves, deferred payments, deposits, refunds, indemnification of claims and claims for tax or other refunds against any Governmental Authority.

“Guarantors” shall have the meaning assigned to such term in the Preamble hereof.

“Immaterial Intellectual Property Collateral” shall mean Intellectual Property Collateral that is not Material Intellectual Property Collateral.

“Instruments” shall mean, collectively, with respect to each Pledgor, all “instruments”, as such term is defined in Article 9, rather than Article 3, of the UCC, and shall include all promissory notes, drafts, bills of exchange or acceptances.

“Intellectual Property” shall mean, collectively, Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights.

“Intellectual Property Collateral” shall mean, collectively, the Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights of the Pledgors, in each case, other than any Excluded Property.

“Intellectual Property Licenses” shall mean, collectively, with respect to each Pledgor, all license agreements, distribution agreements and covenants not to xxx (regardless of whether such agreements and covenants are contained within an agreement that also covers other matters, such as development or consulting) with respect to any Patent, Trademark, Copyright or Trade Secrets and Other Proprietary Rights, whether such Pledgor is a licensor or licensee, distributor or distributee under any such agreement, together with any and all (i) amendments, renewals, extensions, supplements and continuations thereof, (ii) income, fees, royalties, damages, claims and payments now and hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or future infringements or violations thereof, (iii) rights to xxx for past, present and future infringements, breaches or violations thereof and (iv) other rights to use, exploit or practice any or all Patents Trademarks, Copyrights or Trade Secrets and Other Proprietary Rights.

“Intercompany Notes” shall mean, with respect to each Pledgor, all intercompany notes described in Schedule 11 to the Perfection Certificate and intercompany notes hereafter acquired by such Pledgor and all certificates, instruments or agreements evidencing such intercompany notes, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof to the extent permitted pursuant to the terms hereof.

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as of the date hereof, by and among the Pledgors and the other Companies party thereto, the Administrative Agent, the Collateral Agent, and the Revolving Credit Agents, and certain other persons which may be or become parties thereto or become bound thereto from time to time, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Investment Property” shall mean a security, whether certificated or uncertificated, Security Entitlement, Securities Account, Commodity Contract or Commodity Account, excluding, however, the Securities Collateral.

“Joinder Agreement” shall mean an agreement substantially in the form of Exhibit 3 hereto.

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“Material Intellectual Property Collateral” shall mean any Intellectual Property Collateral that is material (i) to the use and operation of any material Pledged Collateral or Mortgaged Property or (ii) to the business, results of operations, prospects or condition, financial or otherwise, of any Pledgor.

“Mortgaged Property” shall have the meaning assigned to such term in the Mortgages.

“Patents” shall mean, collectively, all patents, patent applications, certificates of inventions, industrial designs and rights corresponding thereto throughout the world (whether established or registered or recorded in the United States or any other country or any political subdivision thereof), together with any and all (i) rights and privileges arising under applicable law with respect to any of the foregoing, (ii) inventions and improvements described and claimed therein, (iii) reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof and amendments thereto, (iv) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or future infringements or other violations thereof, (v) rights corresponding thereto throughout the world and (vi) rights to xxx for past, present or future infringements or other violations thereof.

“Patent Security Agreement” shall mean an agreement substantially in the form of Exhibit 5 hereto.

“Perfection Certificate” shall mean, individually and collectively, as the context may require, each perfection certificate dated July 6, 2007, executed and delivered by each Pledgor in favor of the Agents, and each other Perfection Certificate (which shall be in form and substance reasonably acceptable to the Collateral Agent) executed and delivered by the applicable Pledgor in favor of the Administrative Agent and Collateral Agent for the benefit of the Secured Parties contemporaneously with the execution and delivery of each Joinder Agreement executed in accordance with Section 3.5 hereof, in each case, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the Credit Agreement.

“Permitted Encumbrances” shall mean Permitted Liens of the type described in Section 6.02(a), (b), (c), (d), (f), (g), (h), (i), (j), (k) (to the extent provided in the Intercreditor Agreement), (n), (o), (q), (r), (s) and (t) of the Credit Agreement which have priority over the Liens granted pursuant to this Agreement (and in each case, subject to the proviso to Section 6.02 of the Credit Agreement).

“person” shall mean any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Pledge Amendment” shall have the meaning assigned to such term in Section 5.1 hereof.

“Pledged Collateral” shall have the meaning assigned to such term in Section 2.1 hereof.

“Pledged Securities” shall mean, collectively, with respect to each Pledgor, (i) all issued and outstanding Equity Interests of each issuer set forth on Schedule 10 to the Perfection Certificate as being owned by such Pledgor and all options, warrants, rights, agreements and additional Equity Interests of whatever class of any such issuer acquired by such Pledgor (including by issuance), together with all rights, privileges, authority and powers of such Pledgor relating to such Equity Interests in each such issuer or under any Organizational Document of each such issuer, and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Equity Interests, (ii) all Equity Interests of any

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issuer, which Equity Interests are hereafter acquired by such Pledgor (including by issuance) and all options, warrants, rights, agreements and additional Equity Interests of whatever class of any such issuer acquired by such Pledgor (including by issuance), together with all rights, privileges, authority and powers of such Pledgor relating to such Equity Interests or under any Organizational Document of any such issuer, and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Equity Interests, from time to time acquired by such Pledgor in any manner, and (iii) all Equity Interests issued in respect of the Equity Interests referred to in clause (i) or (ii) upon any consolidation or merger of any issuer of such Equity Interests.

“Pledgor” shall have the meaning assigned to such term in the Preamble hereof.

“Receivables” shall mean all (i) Accounts, (ii) Chattel Paper, (iii) Payment Intangibles, (iv) General Intangibles, (v) Instruments and (vi) all other rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, regardless of how classified under the UCC together with all of Pledgors’ rights, if any, in any goods or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related thereto and all Records relating thereto.

“Revolving Credit Agents” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Revolving Credit Security Documents” shall have the meaning assigned to such term in the Intercreditor Agreement

“Securities Account Control Agreement” shall mean an agreement in form and substance reasonably satisfactory to the Collateral Agent establishing the Collateral Agent’s Control with respect to any Securities Account.

“Securities Collateral” shall mean, collectively, the Pledged Securities, the Intercompany Notes and the Distributions.

“Trade Secrets and Other Proprietary Rights” shall mean, collectively, all trade secrets, proprietary information and data and databases, know-how and processes, designs, inventions, technology and software and any other intangible rights to the extent not covered by the definitions of Patents, Trademarks and Copyrights; whether registered or unregistered, whether statutory or common law, and whether established or registered in the United States or any other country or any political subdivision thereof, including, without limitation, any of the foregoing listed on Schedule 12(a) to the Perfection Certificate, together with any and all (i) registrations and applications for the foregoing, (ii) rights and privileges arising under applicable law with respect to the use of any of the foregoing, (iii) reissues, continuations, extensions, renewals and divisions thereof and amendments thereto, (v) income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder and with respect thereto, including, without limitation, damages, claims and payments for past, present or future infringements or other violations thereof, (vi) rights corresponding thereto throughout the world and (vii) rights to xxx for past, present and future infringements and other violations thereof.

“Trademarks” shall mean, collectively, all trademarks (including service marks and certification marks), slogans, logos, certification marks, trade dress, Internet Domain Names, corporate names and trade names, whether registered or unregistered (whether statutory or common law and

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whether established or registered in the United States or any other country or any political subdivision thereof), together with any and all (i) registrations and applications for any of the foregoing, (ii) goodwill connected with the use thereof and symbolized thereby, (iii) rights and privileges arising under applicable law with respect to the use of any of the foregoing, (iv) reissues, continuations, extensions and renewals thereof and amendments thereto, (v) income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder and with respect thereto, including damages, claims and payments for past, present or future infringements, dilutions or other violations thereof, (vi) rights corresponding thereto throughout the world and (vii) rights to xxx for past, present and future infringements, dilutions or other violations thereof.

“Trademark Security Agreement” shall mean an agreement substantially in the form of Exhibit 6 hereto.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Collateral Agent’s security interest in any item or portion of the Pledged Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

“U.S. Borrower” shall have the meaning assigned to such term in the Preamble hereof.

SECTION 1.2. Interpretation. The rules of interpretation specified in the Credit Agreement shall be applicable to this Agreement.

SECTION 1.3. Resolution of Drafting Ambiguities. Each Pledgor acknowledges and agrees that it was represented by counsel in connection with the execution and delivery hereof, that it and its counsel reviewed and participated in the preparation and negotiation hereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party (i.e., the Collateral Agent) shall not be employed in the interpretation hereof.

SECTION 1.4. Perfection Certificate. The Collateral Agent and each Secured Party agree that the Perfection Certificate and all descriptions of Pledged Collateral, schedules, amendments and supplements thereto are and shall at all times remain a part of this Agreement.

ARTICLE II

GRANT OF SECURITY AND SECURED OBLIGATIONS

SECTION 2.1. Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”):

(i)

all Accounts;

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	(ii)		all Equipment, Goods, Inventory and Fixtures;

	(iii)		all Documents, Instruments and Chattel Paper;

	(iv)		all Letters of Credit and Letter-of-Credit Rights;

	(v)		all Securities Collateral;

	(vi)		all Investment Property;

	(vii)		all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights;

	(viii)		the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate;

	(ix)		all General Intangibles;

	(x)		all Money and all Deposit Accounts;

	(xi)		all Supporting Obligations;

	(xii)		all books and records relating to the Pledged Collateral; and

	(xiii)		to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing.

Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (x) the Pledgors shall, concurrently with any delivery of financial statements under Section 5.01(a) of the Credit Agreement and upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, “give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property) and (y) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such prohibition is permitted under Section 6.19 of the Credit Agreement.

SECTION 2.2. Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing

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statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the debtor or in which debtor otherwise has rights” or a similar description and (iii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent.

(b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof.

(c) Each Pledgor hereby further authorizes the Collateral Agent to execute and/or submit filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), as applicable, including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents and to take such other actions as may be required under applicable law for the purpose of perfecting, recording, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

ARTICLE III

PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;
USE OF PLEDGED COLLATERAL

SECTION 3.1. Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates, agreements or instruments representing or evidencing the Securities Collateral (other than Excluded Property and any certificates, agreements or instruments representing or evidencing Equity Interests in an Excluded Collateral Subsidiary which is not a Loan Party) in existence on the date hereof have been delivered to the Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that the Collateral Agent has a perfected First Priority security interest therein. Each Pledgor hereby agrees that all certificates, agreements or instruments representing or evidencing Securities Collateral acquired by such Pledgor after the date hereof shall promptly (but in any event within thirty days after receipt thereof by such Pledgor or such longer period as may be determined by the Collateral Agent in its sole discretion) be delivered to and held by or on behalf of the Collateral Agent pursuant hereto (provided that notwithstanding the foregoing, no such certificates, agreements or instruments representing or evidencing Securities Collateral shall be required to be so delivered to the extent such Securities Collateral constitutes Excluded Property or any certificates, agreements or instruments representing or evidencing Equity Interests in an Excluded Collateral Subsidiary which is not a Loan Party, but shall be so delivered promptly (but in any event within thirty days) following the date such Securities Collateral ceases to constitute Excluded Property or such Subsidiary ceases to qualify as an Excluded Collateral Subsidiary or otherwise becomes, or is required to become, a Loan Party pursuant to the terms of the Credit Agreement). All certificated Securities Collateral shall be in suitable form for transfer by delivery

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or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agent. The Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in the name of the Collateral Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations.

SECTION 3.2. Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Collateral Agent has a perfected First Priority security interest in all uncertificated Pledged Securities (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) pledged by it hereunder that are in existence on the date hereof. Each Pledgor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law, (i) cause (or in the case of Pledged Securities issued by an issuer that is not a Wholly Owned Subsidiary, use commercially reasonable efforts to cause) the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 hereto or such other form that is reasonably satisfactory to the Collateral Agent, (ii) if necessary or desirable to perfect a security interest in such Pledged Securities, cause (or in the case of Pledged Securities issued by an issuer that is not a Wholly Owned Subsidiary, use commercially reasonable efforts to cause) the issuer of such uncertificated Pledged Securities to enter into a control agreement with the Collateral Agent and such Pledgor reasonably satisfactory to the Collateral Agent pursuant to which such issuer shall agree to comply with instructions originated by the Collateral Agent without further consent by such Pledgor, and cause (or in the case of Pledged Securities issued by an issuer that is not a Wholly Owned Subsidiary, use commercially reasonable efforts to cause) such pledge to be recorded on the equityholder register or the books of the issuer, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Collateral Agent the right to transfer such Pledged Securities under the terms hereof, (iii) upon request by the Collateral Agent, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereof, and (iv) after the occurrence and during the continuance of any Event of Default, upon request by the Collateral Agent, (A) cause (or in the case of Pledged Securities issued by an issuer that is not a Wholly Owned Subsidiary, use commercially reasonable efforts to cause) the Organizational Documents of each such issuer that is a Subsidiary of a Pledgor to be amended to provide that such Pledged Securities shall be treated as “securities” for purposes of the UCC and (B) cause (or in the case of Pledged Securities issued by an issuer that is not a Wholly Owned Subsidiary, use commercially reasonable efforts to cause) such Pledged Securities to become certificated and delivered to the Collateral Agent in accordance with the provisions of Section 3.1.

SECTION 3.3. Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements

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instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral Liens.

SECTION 3.4. Other Actions. In order to further ensure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Collateral Agent’s security interest in the Pledged Collateral, each Pledgor represents and warrants (as to itself) as follows and agrees, in each case at such Pledgor’s own expense, to take the following actions with respect to the following Pledged Collateral:

(a) Instruments and Tangible Chattel Paper. As of the date hereof, no amounts payable under or in connection with any of the Pledged Collateral are evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 11 to the Perfection Certificate. Each Instrument and each item of Tangible Chattel Paper listed in Schedule 11 to the Perfection Certificate has been properly endorsed, assigned and delivered to the Collateral Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced by any Instrument or Tangible Chattel Paper not previously delivered to the Collateral Agent exceeds $1,000,000 in the aggregate for all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly (but in any event within thirty days after receipt thereof) endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify.

(b) Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. The Collateral Agent has a First Priority security interest in each such Deposit Account (other than Excluded Deposit Accounts), which security interest is (or, with respect to any such Deposit Accounts identified on Schedule 5.16 to the Credit Agreement, after completion of the actions with respect to such Deposit Accounts specified on such Schedule, will be) perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Collateral Agent 30 days’ (or such shorter period as may be determined by the Collateral Agent in its sole discretion) prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Collateral Agent and (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account (other than Excluded Deposit Accounts). The Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to

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time credited to any Deposit Account unless an Event of Default has occurred and is continuing. The two immediately preceding sentences shall not apply to any other Deposit Accounts for which the Collateral Agent is the Bank. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent and, subject to the terms of the Intercreditor Agreement, Revolving Credit Agents.

(c) Securities Accounts and Commodity Accounts, (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 14 to the Perfection Certificate. The Collateral Agent has a First Priority security interest in each such Securities Account and Commodity Account (other than Excluded Securities Accounts and Excluded Commodities Accounts), which security interest is perfected by Control. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Collateral Agent 30 days’ (or such shorter period as may be determined by the Collateral Agent in its sole discretion) prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (3) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account (other than Excluded Securities Accounts and Excluded Commodities Accounts), as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within five days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account. The Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and with drawal rights, would occur. The two immediately preceding sentences shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent and, subject to the terms of the Intercreditor Agreement, Revolving Credit Agents.

(ii) As between the Collateral Agent and the Pledgors, the Pledgors shall bear the investment risk with respect to the Investment Property and Pledged Securities, and the risk of loss of, damage to, or the destruction of the Investment Property and Pledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Pledgor or any other person.

(d) Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 11 (a) to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic

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Chattel Paper or transferable record shall promptly notify the Collateral Agent thereof and shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $1,000,000 in the aggregate for all Pledgors. The Collateral Agent agrees with such Xxxxxxx that the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under Section 9-105 of the UCC or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

(e) Letter-of-Credit Rights. If any Pledgor is at any time a beneficiary under a Letter of Credit now or hereafter issued, such Pledgor shall promptly notify the Collateral Agent thereof and such Pledgor shall, at the request of the Collateral Agent, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either use commercially reasonable efforts to (i) arrange for the issuer and any confirmer of such Letter of Credit to consent to an assignment to the Collateral Agent of the proceeds of any drawing under the Letter of Credit or (ii) arrange for the Collateral Agent to become the transferee beneficiary of such Letter of Credit, with the Collateral Agent agreeing, in each case, that the proceeds of any drawing under the Letter of Credit are to be applied as provided in the Credit Agreement. The actions in the preceding sentence shall not be required to the extent that the amount of any such Letter of Credit, together with the aggregate amount of all other Letters of Credit for which the actions described above in clause (i) and (ii) have not been taken, does not exceed $1,000,000 in the aggregate for all Pledgors.

(f) Commercial Tort Claims. As of the date hereof, each Pledgor hereby represents and warrants that it holds no Commercial Tort Claims other than those listed in Schedule 13 to the Perfection Certificate. If any Pledgor shall at any time hold or acquire a Commercial Tort Claim, such Pledgor shall promptly notify the Collateral Agent in writing signed by such Pledgor of the brief details thereof and grant to the Collateral Agent in such writing a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Collateral Agent. The requirement in the preceding sentence shall not apply to the extent that the amount of such Commercial Tort Claim, together with the amount of all other Commercial Tort Claims held by any Pledgor in which the Collateral Agent does not have a security interest, does not exceed $1,000,000 in the aggregate for all Pledgors.

(g) Landlord’s Access Agreements/Bailee Letters. If and to the extent reasonably requested by the Collateral Agent, each Pledgor shall use its commercially reasonable efforts to obtain as soon as practicable after such request with respect to each location where such Pledgor maintains Pledged Collateral, a Bailee Letter and/or Landlord Access Agreement, as applicable,

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and use commercially reasonable efforts to obtain a Bailee Letter, Landlord Access Agreement and/or landlord’s lien waiver, as applicable, from all such bailees and landlords, as applicable, who from time to time have possession of any Pledged Collateral. A waiver of bailee’s lien shall not be required if the value of the Pledged Collateral held by such bailee is less than $100,000, provided that the aggregate value of the Pledged Collateral held by all bailees who have not delivered a Bailee Letter is less than $1,000,000 in the aggregate.

SECTION 3.5. Joinder of Additional Guarantors. The Pledgors shall cause each Subsidiary of Holdings which, from time to time, after the date hereof shall be required to become a party to this Agreement or to otherwise pledge any assets to the Collateral Agent for the benefit of the Secured Parties pursuant to the provisions of the Credit Agreement, (a) to execute and deliver to the Collateral Agent (i) a Joinder Agreement substantially in the form of Exhibit 3 hereto within thirty days (or such longer period as may be determined by the Collateral Agent in its sole discretion) of the date on which it became a Subsidiary, ceased to be an Excluded Collateral Subsidiary or was required to become a Loan Party by operation of the provisions of Section 5.11(d) of the Credit Agreement, as the case may be, and (ii) a Perfection Certificate, in each case, within thirty days (or such longer period as may be determined by the Collateral Agent in its sole discretion) of the date on which it became a Subsidiary, ceased to be an Excluded Collateral Subsidiary or was required to become a Loan Party by operation of the provisions of Section 5.1 l(d) of the Credit Agreement, as the case may be, and (b) in the case of a Subsidiary organized outside of the United States, to execute and deliver to the Collateral Agent such additional documentation as the Collateral Agent shall reasonably request and, in each case with respect to clauses (a) and (b) above, upon such execution and delivery, such Subsidiary shall constitute a “Guarantor” and a “Pledgor” for all purposes hereunder with the same force and effect as if originally named as a Guarantor and Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor and Pledgor as a party to this Agreement.

SECTION 3.6. Supplements; Further Assurances. Each Pledgor shall take such further actions, and execute and/or deliver to the Collateral Agent such additional financing statements, amendments, assignments, agreements, supplements, powers and instruments, as the Collateral Agent may in its reasonable judgment deem necessary or appropriate in order to create, perfect, preserve and protect the security interest in the Pledged Collateral as provided herein and the rights and interests granted to the Collateral Agent hereunder, to carry into effect the purposes hereof or better to assure and confirm the validity, enforceability and priority of the Collateral Agent’s security interest in the Pledged Collateral or permit the Collateral Agent to exercise and enforce its rights, powers and remedies hereunder with respect to any Pledged Collateral, including the filing of financing statements, continuation statements and other documents (including this Agreement) under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form and substance reasonably satisfactory to the Collateral Agent and in such offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by law to perfect, continue and maintain the validity, enforceability and priority of the security interest in the Pledged Collateral as provided herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against third parties, with respect to the Pledged Collateral. Without limiting the generality of the foregoing, each Pledgor shall make, execute, endorse, acknowledge, file or refile and/or deliver to the Collateral Agent from time to time upon reasonable request by the Collateral Agent such lists, schedules, descriptions and designations of the Pledged Collateral, copies of warehouse receipts, receipts in the nature of warehouse receipts, bills of lading, documents of title, vouchers, invoices, schedules, confirmatory assignments, supplements, additional security agreements, conveyances, financing

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statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments as the Collateral Agent shall reasonably request. If an Event of Default has occurred and is continuing, the Collateral Agent may institute and maintain, in its own name or in the name of any Pledgor, such suits and proceedings as the Collateral Agent may be advised by counsel shall be necessary or expedient to prevent any impairment of the security interest in or the perfection thereof in the Pledged Collateral. All of the foregoing shall be at the sole cost and expense of the Pledgors.

ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS

Each Pledgor represents, warrants and covenants as follows:

SECTION 4.1. Title. Except for the security interest granted to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and Permitted Liens, such Pledgor owns and has rights and, as to Pledged Collateral acquired by it from time to time after the date hereof, will own and have rights in each item of Pledged Collateral pledged by it hereunder, free and clear of any and all Liens or claims of others. In addition, no Liens or claims exist on the Securities Collateral, other than Permitted Liens that are permitted to attach to Securities Collateral pursuant to the provisions of Section 6.02 of the Credit Agreement.

SECTION 4.2. Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Collateral Agent for the benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Secured Obligations, and (b) subject to the filings and other actions described in Schedule 6 to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made), a perfected security interest in all the Pledged Collateral. The security interest and Lien granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a perfected, continuing First Priority security interest therein.

SECTION 4.3. Defense of Claims; Transferability of Pledged Collateral. Except to the extent otherwise permitted by Section 5.05 of the Credit Agreement, each Pledgor shall, at its own cost and expense, defend title to the Pledged Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Collateral Agent and the priority thereof against all claims and demands of all persons, at its own cost and expense, at any time claiming any interest therein adverse to the Collateral Agent or any other Secured Party other than Permitted Encumbrances. Except as permitted by the Credit Agreement, there is no agreement, order, judgment or decree, and no Pledgor shall enter into any agreement or take any other action, that would restrict the transferability of any of the Pledged Collateral or otherwise impair or conflict with such Pledgor’s obligations or the rights of the Collateral Agent hereunder.

SECTION 4.4. Other Financing Statements. It has not filed, nor authorized any third party to file, any valid or effective financing statement (or similar statement, instrument of registration or public notice under the law of any jurisdiction) covering or purporting to cover any interest of any kind in the Pledged Collateral, except such as have been filed in favor of the Collateral Agent pursuant to this Agreement or in favor of any holder of a Permitted Encumbrance with respect to such Permitted

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Encumbrance or financing statements or public notices relating to the termination statements listed on Schedule 7 to the Perfection Certificate. No Pledgor shall execute, authorize or permit to be filed in any public office any financing statement (or similar statement, instrument of registration or public notice under the law of any jurisdiction) relating to any Pledged Collateral, except financing statements and other statements and instruments filed or to be filed in respect of and covering the security interests granted by such Pledgor to the holders of the Permitted Encumbrances.

SECTION 4.5. Inventory and Equipment.

(a) Except as expressly permitted by Section 5.13 of the Credit Agreement, it shall not move any Equipment or Inventory (other than Inventory in transit from a supplier or vendor to a permitted location or between permitted locations or Inventory in transit to a customer, and Inventory having Dollar Equivalent fair market value not in excess of $10,000,000 (in the aggregate for all Loan Parties) located at locations not identified on the relevant Schedules to the Perfection Certificate) to any location, other than any location that is listed in the relevant Schedules to the Perfection Certificate, unless (i) it shall have given the Collateral Agent not less than 30 days’ (or such shorter period as may be determined by the Collateral Agent in its sole discretion) prior written notice (in the form of an Officers’ Certificate) of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and (ii) to the extent applicable with respect to such new location, such Pledgor shall have complied with Section 3.4(g); provided that notwithstanding the foregoing, in no event shall Equipment or Inventory be moved to any location outside of the continental United States except in connection with an Asset Sale expressly permitted by the Credit Agreement.

(b) With respect to any Inventory scheduled or listed on the most recent Collateral Report, except as disclosed therein: (i) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location not set forth in the Perfection Certificate except as permitted by Section 4.5(a), (ii) the Pledgors have good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the benefit of the Secured Parties, and except for other Liens permitted under Section 6.02 of the Credit Agreement, (iii) such Inventory is not subject to any Intellectual Property Licenses with any third parties that would, upon sale or other disposition of such Inventory by the Collateral Agent in accordance with the terms hereof, infringe or otherwise violate the Intellectual Property of such third-party licensor, violate any Contracts with such third-party licensor, or cause the Collateral Agent to incur any liability with respect to payment of royalties other than royalties incurred pursuant to sale of such Inventory under the current Intellectual Property Licenses related thereto, (iv) such Inventory has been produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (v) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Agent upon the occurrence and during the continuance of any Event of Default shall not require the consent of any person and shall not constitute a breach or default under any contract or agreement to which any Pledgor is a party or to which such Inventory is subject.

SECTION 4.6. Due Authorization and Issuance. All of the Pledged Securities existing on the date hereof have been, and to the extent any Pledged Securities are hereafter issued, such Pledged Securities will be, upon such issuance, duly authorized, validly issued and fully paid and nonassessable to the extent applicable. There is no amount or other obligation owing by any Pledgor to any issuer of the Pledged Securities in exchange for or in connection with the issuance of the Pledged Securities or any Pledgor’s status as a partner or a member of any issuer of the Pledged Securities.

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SECTION 4.7. Consents, etc. In the event that the Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other person therefor, then, upon the reasonable request of the Collateral Agent, such Pledgor agrees to use its best efforts to assist and aid the Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

SECTION 4.8. Pledged Collateral. All information set forth herein, including the schedules hereto, and all information contained in any documents, schedules and lists heretofore delivered to any Secured Party, including the Perfection Certificate and the schedules thereto, in connection with this Agreement, in each case, relating to the Pledged Collateral, is accurate and complete in all material respects. The Pledged Collateral described on the schedules to the Perfection Certificate constitutes all of the property of such type of Pledged Collateral owned or held by the Pledgors (other than Immaterial Intellectual Property Collateral).

SECTION 4.9. Insurance. In the event that the proceeds of any insurance claim are paid to any Pledgor after the Collateral Agent has exercised its right to foreclose after an Event of Default, such Net Cash Proceeds shall be held in trust for the benefit of the Collateral Agent and immediately after receipt thereof shall be paid to the Collateral Agent for application in accordance with the Credit Agreement.

ARTICLE V

CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL

SECTION 5.1. Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within thirty days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

SECTION 5.2. Voting Rights: Distributions: etc.

(a) So long as no Event of Default shall have occurred and be continuing:

(i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the

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Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect.

(ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

(b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof.

(i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights.

(ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions.

(d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under
Section 5.2(c)(ii) hereof.

(e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

SECTION 5.3. Defaults, etc. Such Pledgor is not in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any agreement to which such Pledgor is a party relating to the Pledged Securities pledged by it, and such Pledgor is not in

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violation in any material respect of any other provisions of any such agreement to which such Pledgor is a party, or otherwise in default or violation in any material respect thereunder. No Securities Collateral pledged by such Pledgor is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Pledgor by any person with respect thereto, and as of the date hereof, there are no certificates, instruments, documents or other writings (other than the Organizational Documents and certificates representing such Pledged Securities that have been delivered to the Collateral Agent) which evidence any Pledged Securities of such Pledgor.

SECTION 5.4. Organizational Documents. Each Pledgor has delivered to the Collateral Agent true, correct and complete copies of its Organizational Documents. The Organizational Documents of each Pledgor are in full force and effect, have not as of the date hereof been amended or modified except as disclosed to the Collateral Agent, and there is no existing default by any party thereunder or any event which, with the giving of notice or passage of time or both, would constitute a default by any party thereunder. Each Pledgor shall deliver to the Collateral Agent a copy of any notice of default given or received by it under any Organizational Document within ten days after such Pledgor gives or receives such notice. No Pledgor will terminate or agree to terminate any Organizational Document or make any amendment or modification to any Organizational Document except as expressly permitted by the terms of the Credit Agreement.

SECTION 5.5. Certain Agreements of Pledgors As Issuers and Holders of Equity Interests.

(a) In the case of each Pledgor which is an issuer of Securities Collateral, such Pledgor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply with such terms insofar as such terms are applicable to it.

(b) In the case of each Pledgor which is a partner, shareholder or member, as the case may be, in a partnership, limited liability company or other entity, such Pledgor hereby consents to the extent required by the applicable Organizational Document to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Securities in such partnership, limited liability company or other entity and, upon the occurrence and during the continuance of an Event of Default, to the transfer of such Pledged Securities to the Collateral Agent or its nominee and to the substitution of the Collateral Agent or its nominee as a substituted partner, shareholder or member in such partnership, limited liability company or other entity with all the rights, powers and duties of a general partner, limited partner, shareholder or member, as the case may be.

ARTICLE VI

CERTAIN PROVISIONS CONCERNING INTELLECTUAL
PROPERTY COLLATERAL

SECTION 6.1. Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent, during the continuance of an Event of Default, to exercise rights and remedies under Article IX hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Pledgor hereby grants to the Collateral Agent an irrevocable, non-exclusive license and, to the extent permitted under Intellectual Property Licenses granting such Pledgor rights in Intellectual Property, sublicense (in each case, exercisable without payment of royalties

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or other compensation to such Pledgor) to use, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Pledgor, wherever the same may be located; provided that the quality of any products in connection with which the Trademarks are used will not be materially inferior to the quality of such products prior to such Event of Default. Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout hereof.

SECTION 6.2. Protection and Maintenance of Intellectual Property Collateral. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Collateral Agent of any adverse determination in any proceeding (not including office or other matters in the ordinary course of prosecution before the United States Patent and Trademark Office or the United States Copyright Office or any foreign counterpart) or the institution of any proceeding in any federal, state or local court or administrative body or in the United States Patent and Trademark Office or the United States Copyright Office regarding any Material Intellectual Property Collateral, such Pledgor’s right to register such Material Intellectual Property Collateral or its right to keep and maintain such Material Intellectual Property Collateral in full force and effect, (ii) maintain all Material Intellectual Property Collateral as presently used and operated, except as shall be consistent with commercially reasonable business judgment, (iii) not permit to lapse or become abandoned any Material Intellectual Property Collateral, (iv) take action to prosecute infringers and violators of Material Intellectual Property Collateral, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any Material Intellectual Property Collateral, in each case, except as shall be consistent with commercially reasonable business judgment, (v) upon such Pledgor obtaining knowledge thereof, promptly notify the Collateral Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any Material Intellectual Property Collateral, or the value or utility of the Intellectual Property of the Pledgors, taken as a whole, or the rights and remedies of the Collateral Agent in relation thereto including a levy or threat of levy or any legal process against any Material Intellectual Property Collateral, (vi) not license any Intellectual Property Collateral other than licenses entered into by such Pledgor in, or incidental to, the ordinary course of business, or amend or permit the amendment of any of the licenses in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that would materially impair the value of any Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby, without the consent of the Collateral Agent, (vii) diligently keep adequate records respecting all Intellectual Property Collateral, (viii) without limiting the Collateral Agent’s rights and each Pledgor’s obligations under Section 6.3 below, furnish to the Collateral Agent from time to time upon the Collateral Agent’s request therefor reasonably detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to any Intellectual Property Collateral as the Collateral Agent may from time to time request, (ix) use statutory notice of registration in connection with its use of registered Trademarks, prior marking practices in connection with the use of Patents, and appropriate notice of Copyright in connection with the publication of material subject to Copyrights and (x) maintain the level of quality of products sold and services rendered under any Trademarks owned by such Pledgor at a level at least consistent with the quality of such products and services as of the date hereof, and adequately control the quality of goods an services offered by any licensces of its Trademarks to maintain such standards.

SECTION 6.3. After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant

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to 15 U.S.C. Section 1060(a) (or a successor provision)) or (ii) become entitled to the benefit of any additional Intellectual Property or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement shall automatically apply thereto and any such item described in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Agent’s lien and security interest in such Intellectual Property. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a) and 12(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof.

SECTION 6.4. Litigation. Unless there shall occur and be continuing any Event of Default, each Pledgor shall have the right to commence and prosecute in its own name, as the party in interest, for its own benefit and at the sole cost and expense of the Pledgors, such applications for protection of the Intellectual Property Collateral and suits, proceedings or other actions to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in value or other damage as are necessary to protect the Intellectual Property Collateral. Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent shall have the right but shall in no way be obligated to file applications for protection of the Intellectual Property Collateral and/or bring suit in the name of any Pledgor, the Collateral Agent or the Secured Parties to enforce the Intellectual Property Collateral and any license thereunder. In the event of such suit, each Pledgor shall, at the reasonable request of the Collateral Agent, do any and all lawful acts and execute any and all documents requested by the Collateral Agent in aid of such enforcement and the Pledgors shall promptly reimburse and indemnify the Collateral Agent for all costs and expenses incurred by the Collateral Agent in the exercise of its rights under this Section 6.4 in accordance with Section 11.03 of the Credit Agreement. In the event that the Collateral Agent shall elect not to bring suit to enforce the Intellectual Property Collateral, each Pledgor agrees, at the reasonable request of the Collateral Agent, to take all commercially reasonable actions necessary, whether by suit, proceeding or other action, to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in value of or other damage to any of the Intellectual Property Collateral by any person.

ARTICLE VII

CERTAIN PROVISIONS CONCERNING RECEIVABLES

SECTION 7.1. Maintenance of Records. Each Pledgor shall keep and maintain at its own cost and expense complete records of each Receivable, in a manner consistent with prudent business

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practice, including records of all payments received, all credits granted thereon, all merchandise returned and all other documentation relating thereto. Each Pledgor shall, at such Pledgor’s sole cost and expense, upon the Collateral Agent’s demand made at any time after the occurrence and during the continuance of any Event of Default, deliver all tangible evidence of Receivables, including all documents evidencing Receivables and any books and records relating thereto to the Collateral Agent or to its representatives (copies of which evidence and books and records may be retained by such Pledgor). Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent may transfer a full and complete copy of any Pledgor’s books, records, credit information, reports, memoranda and all other writings relating to the Receivables to and for the use by any person that has acquired or is contemplating acquisition of an interest in the Receivables or the Collateral Agent’s security interest therein without the consent of any Pledgor.

SECTION 7.2. Modification of Terms, etc. No Pledgor shall rescind or cancel any obligations evidenced by any Receivable or modify any term thereof or make any adjustment, discount, credit, rebate or reduction with respect thereto except in the ordinary course of business consistent with prudent business practice, or extend or renew any such obligations except in the ordinary course of business consistent with prudent business practice or compromise or settle any dispute, claim, suit or legal proceeding relating thereto or sell any Receivable or interest therein except in the ordinary course of business consistent with prudent business practice without the prior written consent of the Collateral Agent. Each Pledgor shall timely fulfill all obligations on its part to be fulfilled under or in connection with the Receivables except as may be otherwise consistent with the exercise of reasonable business judgment in the ordinary course of business. If (i) any material adjustment, discount, credit or agreement to make a rebate or to otherwise reduce the amount owing on a material Receivable exists or (ii) if, to the knowledge of any Pledgor, any material dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to a material Receivable, the Pledgors will promptly disclose such fact to the Collateral Agent in writing.

SECTION 7.3. Collection. Each Pledgor shall cause to be collected from the Account Debtor of each of the Receivables, as and when due in the ordinary course of business and consistent with prudent business practice (including Receivables that are delinquent, such Receivables to be collected in accordance with generally accepted commercial collection procedures), any and all amounts owing under or on account of such Receivable, and apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Receivable, except that any Pledgor may, with respect to a Receivable, allow in the ordinary course of business (i) a refund or credit due as a result of returned or damaged or defective merchandise and (ii) such extensions of time to pay amounts due in respect of Receivables and such other modifications of payment terms or settlements in respect of Receivables as shall be commercially reasonable in the circumstances, all in accordance with such Pledgor’s ordinary course of business consistent with its collection practices as in effect from time to time. The costs and expenses (including attorneys’ fees) of collection, in any case, whether incurred by any Pledgor, the Collateral Agent or any Secured Party, shall be paid by the Pledgors.

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ARTICLE VIII

TRANSFERS

SECTION 8.1. Transfers of Pledged Collateral. No Pledgor shall sell, convey, assign or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral pledged by it hereunder except as not prohibited by the Credit Agreement.

ARTICLE IX

REMEDIES

SECTION 9.1. Remedies. Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent may from time to time (alternatively, successively or concurrently on any one or more occasions) exercise in respect of the Pledged Collateral, in addition to the other rights and remedies provided for herein or otherwise available to it, the following remedies:

(i) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from any Pledgor or any other person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon any Pledgor’s premises where any of the Pledged Collateral is located, remove such Pledged Collateral, remain present at such premises to receive copies of all communications and remittances relating to the Pledged Collateral and use in connection with such removal and possession any and all services, supplies, aids and other facilities of any Pledgor;

(ii) Demand, xxx for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral including instructing the obligor or obligors on any agreement, instrument or other obligation constituting part of the Pledged Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent, and in connection with any of the foregoing, compromise, settle, extend the time for payment and make other modifications with respect thereto; provided, however, that in the event that any such payments are made directly to any Pledgor, prior to receipt by any such obligor of such instruction, such Pledgor shall segregate all amounts received pursuant thereto in trust for the benefit of the Collateral Agent and shall promptly (but in no event later than one Business Day after receipt thereof) pay such amounts to the Collateral Agent;

(iii) Sell, assign, grant a license to use or otherwise liquidate, or direct any Pledgor to sell, assign, grant a license to use or otherwise liquidate and dispose of, any and all investments made in whole or in part with the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale, assignment, license, liquidation or disposition;

(iv) Take possession of the Pledged Collateral or any part thereof, by directing any Pledgor in writing to deliver the same to the Collateral Agent at any place or places so designated by the Collateral Agent, in which event such Pledgor shall at its own expense: (A) forthwith cause the same to be moved to the place or places designated by the Collateral Agent and therewith delivered to the Collateral Agent, (B) store and keep any Pledged Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent and (C) while the Pledged Collateral shall

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be so stored and kept, provide such security and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition. Each Pledgor’s obligation to deliver the Pledged Collateral as contemplated in this Section 9.1(iv) is of the essence hereof. Upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by any Pledgor of such obligation;

(v) Withdraw all moneys, instruments, securities and other property in any bank, financial securities, deposit or other account of any Pledgor constituting Pledged Collateral for application to the Secured Obligations as provided in Article X hereof;

(vi) Retain and apply the Distributions to the Secured Obligations as provided in Article X hereof;

(vii) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral;

(viii) In the Collateral Agent’s own name, in the name of a nominee of the Collateral Agent, or in the name of any Pledgor communicate (by mail, telephone, facsimile or otherwise) with the Account Debtors and other obligors in respect of Receivables of such Pledgor and parties to contracts with such Pledgor, to verify with such persons, to the Collateral Agent’s satisfaction, the existence, amount, terms of, and any other matter relating to, Accounts, Chattel Paper, Payment Intangibles, General Intangibles, Instruments and other Receivables that are Pledged Collateral; and

(ix) Exercise all the rights and remedies of a secured party on default under the UCC, and the Collateral Agent may also in its sole discretion, without notice except as specified in Section 9.2 hereof, sell, assign or grant a license to use the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable. The Collateral Agent or any other Secured Party or any of their respective Affiliates may be the purchaser, licensee, assignee or recipient of the Pledged Collateral or any part thereof at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold, assigned or licensed at such sale, to use and apply any of the Secured Obligations owed to such person as a credit on account of the purchase price of the Pledged Collateral or any part thereof payable by such person at such sale. Each purchaser, assignee, licensee or recipient at any such sale shall acquire the property sold, assigned or licensed absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives, to the fullest extent permitted by law, all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall not be obligated to make any sale of the Pledged Collateral or any part thereof regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Pledgor hereby waives, to the fullest extent permitted by law, any claims against the Collateral Agent arising by reason of the fact that the price at which the Pledged Collateral or any part thereof may have been sold, assigned or licensed at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree.

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SECTION 9.2. Notice of Sale. Each Pledgor acknowledges and agrees that, to the extent notice of sale or other disposition of the Pledged Collateral or any part thereof shall be required by law, 10 days’ prior notice to such Pledgor of the time and place of any public sale or of the time after which any private sale or other intended disposition is to take place shall be commercially reasonable notification of such matters. No notification need be given to any Pledgor if it has signed, after the occurrence of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition.

SECTION 9.3. Waiver of Notice and Claims. Each Pledgor hereby waives, to the fullest extent permitted by applicable law, notice or judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of the Pledged Collateral or any part thereof, including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which such Pledgor would otherwise have under law, and each Pledgor hereby further waives, to the fullest extent permitted by applicable law: (i) all damages occasioned by such taking of possession, (ii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder and (iii) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable law. The Collateral Agent shall not be liable for any incorrect or improper payment made pursuant to this Article IX in the absence of gross negligence or willful misconduct on the part of the Collateral Agent. Any sale of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the applicable Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity against such Pledgor and against any and all persons claiming or attempting to claim the Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under such Pledgor.

SECTION 9.4. Certain Sales of Pledged Collateral.

(a) Each Pledgor recognizes that, by reason of certain prohibitions contained in law, rules, regulations or orders of any Governmental Authority, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who meet the requirements of such Governmental Authority. Each Pledgor acknowledges that any such sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such restricted sale shall be deemed to have been made in a commercially reasonable manner and that, except as may be required by applicable law, the Collateral Agent shall have no obligation to engage in public sales.

(b) Each Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Securities Collateral and Investment Property, to limit purchasers to persons who will agree, among other things, to acquire such Securities Collateral or Investment Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities Collateral or Investment Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would agree to do so.

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(c) Notwithstanding the foregoing, each Pledgor shall, upon the occurrence and during the continuance of any Event of Default, at the reasonable request of the Collateral Agent, for the benefit of the Collateral Agent, cause any registration, qualification under or compliance with any Federal or state securities law or laws to be effected with respect to all or any part of the Securities Collateral as soon as practicable and at the sole cost and expense of the Pledgors. Each Pledgor will use its commercially reasonable efforts to cause such registration to be effected (and be kept effective) and will use its commercially reasonable efforts to cause such qualification and compliance to be effected (and be kept effective) as may be so requested and as would permit or facilitate the sale and distribution of such Securities Collateral including registration under the Securities Act (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with all other requirements of any Governmental Authority. Each Pledgor shall use its commercially reasonable efforts to cause the Collateral Agent to be kept advised in writing as to the progress of each such registration, qualification or compliance and as to the completion thereof, shall furnish to the Collateral Agent such number of prospectuses, offering circulars or other documents incident thereto as the Collateral Agent from time to time may request, and shall indemnify and shall cause the issuer of the Securities Collateral to indemnify the Collateral Agent and all others participating in the distribution of such Securities Collateral against all claims, losses, damages and liabilities caused by any untrue statement (or alleged untrue statement) of a material fact contained therein (or in any related registration statement, notification or the like) or by any omission (or alleged omission) to state therein (or in any related registration statement, notification or the like) a material fact required to be stated therein or necessary to make the statements therein not misleading.

(d) If the Collateral Agent determines to exercise its right to sell any or all of the Securities Collateral or Investment Property, upon written request, the applicable Pledgor shall from time to time furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number of securities included in the Securities Collateral or Investment Property which may be sold by the Collateral Agent as exempt transactions under the Securities Act and the rules of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

(e) Each Pledgor further agrees that a breach of any of the covenants contained in this Section 9.4 will cause irreparable injury to the Collateral Agent and the other Secured Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9.4 shall be specifically enforceable against such Pledgor, and such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

SECTION 9.5. No Waiver; Cumulative Remedies.

(a) No failure on the part of the Collateral Agent to exercise, no course of dealing with respect to, and no delay on the part of the Collateral Agent in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power, privilege or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy; nor shall the Collateral Agent be required to look first to, enforce or exhaust any other security, collateral or guaranties. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law or otherwise available.

(b) In the event that the Collateral Agent shall have instituted any proceeding to enforce any right, power, privilege or remedy under this Agreement or any other Loan Document by

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foreclosure, sale, entry or otherwise, and such proceeding shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Collateral Agent, then and in every such case, the Pledgors, the Collateral Agent and each other Secured Party shall be restored to their respective former positions and rights hereunder with respect to the Pledged Collateral, and all rights, remedies, privileges and powers of the Collateral Agent and the other Secured Parties shall continue as if no such proceeding had been instituted.

SECTION 9.6. Certain Additional Actions Regarding Intellectual Property. If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of such Pledgor’s rights in the Intellectual Property Collateral, in recordable form with respect to those items of the Intellectual Property Collateral consisting of registered Patents, Trademarks and/or Copyrights (or applications therefor) and such other documents as are necessary or appropriate to carry out the intent and purposes hereof. Within five Business Days of written notice thereafter from the Collateral Agent, each Pledgor shall make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights of such Pledgor, and such persons shall be available to perform their prior functions on the Collateral Agent’s behalf.

ARTICLE X

APPLICATION OF PROCEEDS

SECTION 10.1. Application of Proceeds. Subject to the terms of the Intercreditor Agreement, the proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, in accordance with the Credit Agreement.

ARTICLE XI

MISCELLANEOUS

SECTION 11.1. Concerning Collateral Agent.

(a) The Collateral Agent has been appointed as collateral agent pursuant to the Credit Agreement. The actions of the Collateral Agent hereunder are subject to the provisions of the Credit Agreement. The Collateral Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including the release or substitution of the Pledged Collateral), in accordance with this Agreement and the Credit Agreement. The Collateral Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Collateral Agent may resign and a successor Collateral Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Collateral

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Agent by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement, and the retiring Collateral Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Collateral Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent.

(b) The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equivalent to that which the Collateral Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Collateral Agent nor any of the Secured Parties shall have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any person with respect to any Pledged Collateral.

(c) The Collateral Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it.

(d) Except as otherwise provided in Sections 11.17 and 11.18 hereof, if any item of Pledged Collateral also constitutes collateral granted to the Collateral Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, the Collateral Agent, in its sole discretion, shall select which provision or provisions shall control.

(e) The Collateral Agent may rely on advice of counsel as to whether any or all UCC financing statements of the Pledgors need to be amended as a result of any of the changes described in Section 5.13 of the Credit Agreement. If any Pledgor fails to provide information to the Collateral Agent about such changes on a timely basis, the Collateral Agent shall not be liable or responsible to any party for any failure to maintain a perfected security interest in such Pledgor’s property constituting Pledged Collateral, for which the Collateral Agent needed to have information relating to such changes. The Collateral Agent shall have no duty to inquire about such changes if any Pledgor does not inform the Collateral Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Collateral Agent to search for information on such changes if such information is not provided by any Pledgor.

SECTION 11.2. Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact. If any Pledgor shall fail to perform any covenants contained in this Agreement (including such Pledgor’s covenants to (i) pay the premiums in respect of all required insurance policies hereunder, (ii) pay and discharge any taxes, assessments and special assessments, levies, fees and governmental charges imposed upon or assessed against, and landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law against, all or any portion of the Pledged Collateral, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any obligations of such Pledgor under any Pledged Collateral) or if any representation or warranty on the part of any Pledgor contained herein shall be breached, the

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Collateral Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that the Collateral Agent shall in no event be bound to inquire into the validity of any tax, Lien, imposition or other obligation which such Pledgor fails to pay or perform as and when required hereby and which such Pledgor does not contest in accordance with the provisions of the Credit Agreement. Any and all amounts so expended by the Collateral Agent shall be paid by the Pledgors in accordance with the provisions of Section 11.03 of the Credit Agreement. Neither the provisions of this Section 11.2 nor any action taken by the Collateral Agent pursuant to the provisions of this Section 11.2 shall prevent any such failure to observe any covenant contained in this Agreement nor any breach of representation or warranty from constituting an Event of Default. Each Pledgor hereby appoints the Collateral Agent its attorney-in-fact, with full power and authority in the place and stead of such Pledgor and in the name of such Pledgor, or otherwise, from time to time in the Collateral Agent’s discretion to take any action and to execute any instrument consistent with the terms of the Credit Agreement, this Agreement and the other Security Documents which the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (but the Collateral Agent shall not be obligated to and shall have no liability to such Pledgor or any third party for failure to so do or take action). The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

SECTION 11.3. Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) be binding upon the Pledgors, their respective successors and assigns and (ii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and the other Secured Parties and each of their respective successors, transferees and assigns. No other persons (including any other creditor of any Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), any Secured Party may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other person, and such other person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party, herein or otherwise, subject however, to the provisions of the Credit Agreement and, in the case of a Secured Party that is a party to a Hedging Agreement, such Hedging Agreement. Each of the Pledgors agrees that its obligations hereunder and the security interest created hereunder shall continue to be effective or be reinstated, as applicable, if at any time payment, or any part thereof, of all or any part of the Secured Obligations is rescinded or must otherwise be restored by the Secured Party upon the bankruptcy or reorganization of any Pledgor or otherwise.

SECTION 11.4. Termination; Release. When all the Secured Obligations have been paid in full and the Commitments of the Lenders to make any Loan under the Credit Agreement shall have expired or been sooner terminated in accordance with the provisions of the Credit Agreement, this Agreement shall terminate. Upon termination of this Agreement the Pledged Collateral shall be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer and deliver to the relevant Pledgor, against receipt and without recourse to or warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including any necessary UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.

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SECTION 11.5. Modification in Writing. No amendment, modification, supplement, termination or waiver of or to any provision hereof, nor consent to any departure by any Pledgor therefrom, shall be effective unless the same shall be made in accordance with the terms of the Credit Agreement and unless in writing and signed by the Collateral Agent. Any amendment, modification or supplement of or to any provision hereof, any waiver of any provision hereof and any consent to any departure by any Pledgor from the terms of any provision hereof in each case shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement or any other document evidencing the Secured Obligations, no notice to or demand on any Pledgor in any case shall entitle any Pledgor to any other or further notice or demand in similar or other circumstances.

SECTION 11.6. Notices. Unless otherwise provided herein or in the Credit Agreement, any notice or other communication herein required or permitted to be given shall be given in the manner and become effective as set forth in the Credit Agreement, as to any Pledgor, addressed to it at the address of the Administrative Borrower set forth in the Credit Agreement and as to the Collateral Agent, addressed to it at the address set forth in the Credit Agreement, or in each case at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section 11.6.

SECTION 11.7. Governing Law, Consent to Jurisdiction and Service of Process: Waiver of Jury Trial. Sections 11.09 and 11.10 of the Credit Agreement are incorporated herein, mutatis mutandis, as if a part hereof.

SECTION 11.8. Severability of Provisions. Any provision hereof which is invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without invalidating the remaining provisions hereof or affecting the validity, legality or enforceability of such provision in any other jurisdiction.

SECTION 11.9. Execution in Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 11.10. Business Days. In the event any time period or any date provided in this Agreement ends or falls on a day other than a Business Day, then such time period shall be deemed to end and such date shall be deemed to fall on the next succeeding Business Day, and performance herein may be made on such Business Day, with the same force and effect as if made on such other day.

SECTION 11.11. No Credit for Payment of Taxes or Imposition. Such Pledgor shall not be entitled to any credit against the principal, premium, if any, or interest payable under the Credit Agreement, and such Pledgor shall not be entitled to any credit against any other sums which may become payable under the terms thereof or hereof, by reason of the payment of any Tax on the Pledged Collateral or any part thereof.

SECTION 11.12. No Claims Against Collateral Agent. Nothing contained in this Agreement shall constitute any consent or request by the Collateral Agent, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect of the

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Pledged Collateral or any part thereof, nor as giving any Pledgor any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against the Collateral Agent in respect thereof or any claim that any Lien based on the performance of such labor or services or the furnishing of any such materials or other property is prior to the Lien hereof.

SECTION 11.13. No Release. Nothing set forth in this Agreement or any other Loan Document, nor the exercise by the Collateral Agent of any of the rights or remedies hereunder, shall relieve any Pledgor from the performance of any term, covenant, condition or agreement on such Pledgor’s part to be performed or observed under or in respect of any of the Pledged Collateral or from any liability to any person under or in respect of any of the Pledged Collateral or shall impose any obligation on the Collateral Agent or any other Secured Party to perform or observe any such term, covenant, condition or agreement on such Pledgor’s part to be so performed or observed or shall impose any liability on the Collateral Agent or any other Secured Party for any act or omission on the part of such Pledgor relating thereto or for any breach of any representation or warranty on the part of such Pledgor contained in this Agreement, the Credit Agreement or the other Lean Documents, or under or in respect of the Pledged Collateral or made in connection herewith or therewith. Anything herein to the contrary notwithstanding, neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any contracts, agreements and other documents included in the Pledged Collateral by reason of this Agreement, nor shall the Collateral Agent or any other Secured Party be obligated to perform any of the obligations or duties of any Pledgor thereunder or to take any action to collect or enforce any such contract, agreement or other document included in the Pledged Collateral hereunder. The obligations of each Pledgor contained in this Section 11.13 shall survive the termination hereof and the discharge of such Pledgor’s other obligations under this Agreement, the Credit Agreement and the other Loan Documents.

SECTION 11.14. Obligations Absolute. All obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of:

(i) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any other Pledgor;

(ii) any lack of validity or enforceability of the Credit Agreement, any Hedging Agreement or any other Loan Document, or any other agreement or instrument relating thereto;

(iii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any Hedging Agreement or any other Loan Document or any other agreement or instrument relating thereto;

(iv) any pledge, exchange, release or non-perfection of any other collateral, or any release or amendment or waiver of or consent to any departure from any guarantee, for all or any of the Secured Obligations;

(v) any exercise, non-exercise or waiver of any right, remedy, power or privilege under or in respect hereof, the Credit Agreement, any Hedging Agreement or any other Loan Document; or

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(vi) any other circumstances which might otherwise constitute a defense available to, or a discharge of, any Pledgor.

SECTION 11.15. INTERCREDITQR AGREEMENT GOVERNS. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST 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. 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.

SECTION 11.16. Delivery of Collateral. Prior to the Discharge of Revolving Credit Obligations, to the extent any Pledgor is required hereunder to deliver Pledged Collateral that is Revolving Credit Priority Collateral to the Collateral Agent for purposes of possession and control and is unable to do so as a result of having previously delivered such Pledged Collateral to any of the Revolving Credit Agents in accordance with the terms of the Revolving Credit Security Documents, such Pledgor’s obligations hereunder with respect to such delivery shall be deemed satisfied by the delivery to such Revolving Credit Agents, acting as a gratuitous bailee and/or sub-agent of the Collateral Agent in accordance with the terms of the Intercreditor Agreement.

SECTION 11.17. Mortgages. In the case of a conflict between this Agreement and the Mortgages with respect to Pledged Collateral that is real property (including Fixtures), the Mortgages shall govern. In all other conflicts between this Agreement and the Mortgages, this Agreement shall govern.

SECTION 11.18. Conflicts.

(a) In the case of any conflict between this Agreement and the Credit Agreement, the provisions of the Credit Agreement shall govern.

(b) In the case of a conflict between this Agreement and the Canadian Security Agreement, solely with respect to the Canadian Borrower, the provisions of the Canadian Security Agreement shall govern.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

IN WITNESS WHEREOF, each Pledgor and the Collateral Agent have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first above written.


		NOVELIS INC., as a Pledgor



		NOVELIS CORPORATION, as a Pledgor



		NOVELIS PAE CORPORATION, as a Pledgor



		NOVELIS FINANCES USA LLC, as a Pledgor



		NOVELIS SOUTH AMERICA HOLDINGS LLC, as a Pledgor

[Signature Page to Term Loan US Security Agreement]


		ALUMINUM UPSTREAM HOLDINGS LLC, as a Pledgor

[Signature Page to Term Loan US Security Agreement]


		UBS AG, STAMFORD BRANCH,
		as Collateral Agent

		By:		/s/ Xxxx X. Xxxxx
		Name:		Xxxx X. Xxxxx
		Title:		Associate Director

		By:		/s/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Associate Director

[Signature Page to Term Loan US Security Agreement]

EXHIBIT 1

ISSUER’S ACKNOWLEDGMENT

The undersigned hereby (i) acknowledges as of this day of , 20 , receipt of the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of July 6, 2007, made by NOVELIS INC., a corporation formed under the Canada Business Corporations Act, NOVELIS CORPORATION, a Texas corporation, and the Guarantors party thereto, in favor of UBS AG, STAMFORD BRANCH, as collateral agent (in such capacity and together with any successors in such capacity, the “Collateral Agent”), (ii) agrees promptly to note on its books the security interests granted to the Collateral Agent and confirmed under the Security Agreement, (iii) agrees that it will comply with instructions of the Collateral Agent with respect to the applicable Securities Collateral without further consent by the applicable Pledgor, (iv) agrees to notify the Collateral Agent upon obtaining knowledge of any interest in favor of any person in the applicable Securities Collateral that is adverse to the interest of the Collateral Agent therein and (v) waives any right or requirement at any time hereafter to receive a copy of the Security Agreement in connection with the registration of any Securities Collateral thereunder in the name of the Collateral Agent or its nominee or the exercise of voting rights by the Collateral Agent or its nominee.



	[	]
	By:
		Name:
		Title:

EXHIBIT 2

SECURITIES PLEDGE AMENDMENT

This Securities Pledge Amendment, dated as of [ ] (“Securities Pledge Amendment”), is delivered by [ ] (the “Pledgor”), in favor of UBS AG, STAMFORD BRANCH, as collateral agent (in such capacity and together with any successors in such capacity, the “Collateral Agent”), pursuant to Section 5.1 of the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of July 6, 2007, made by NOVELIS INC., a corporation formed under the Canada Business Corporations Act, NOVELIS CORPORATION, a Texas corporation, and the Guarantors party thereto, in favor of UBS AG, STAMFORD BRANCH, as collateral agent (in such capacity and together with any successors in such capacity, the “Collateral Agent”).

As collateral security for the payment and performance in full of all the Secured Obligations, the Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of the Pledgor in, to and under the Pledged Securities and Intercompany Notes listed on this Securities Pledge Amendment and all Proceeds of any and all of the foregoing (other than Excluded Property).

The Pledgor hereby agrees that this Securities Pledge Amendment may be attached to the Security Agreement and that the Pledged Securities and/or Intercompany Notes listed on this Securities Pledge Amendment shall be deemed to be and shall become part of the Pledged Collateral and shall secure all Secured Obligations.

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS SECURITIES PLEDGE AMENDMENT 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. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS SECURITIES PLEDGE AMENDMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.

PLEDGED SECURITIES

NUMBER

PERCENTAGE OF

CLASS

ALL ISSUED

OF STOCK

CAPITAL

PAR

CERTIFICATE

OR OTHER EQUITY

ISSUER

INTERESTS

VALUE

NO(S).

INTERESTS

INTERESTS OF ISSUER

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INTERCOMPANY NOTES

PRINCIPAL

DATE OF

INTEREST

MATURITY

ISSUER

AMOUNT

ISSUANCE

RATE

DATE


		[ ],
		as Pledgor

		By:

			Name:
			Title:

AGREED TO AND ACCEPTED:

UBS AG, STAMFORD BRANCH, as Collateral Agent

By:

	Name:
	Title:

By:

	Name:
	Title:

EXHIBIT 3

JOINDER AGREEMENT

[Name of New Pledgor]
[Address of New Pledgor]

[Date]

Ladies and Gentlemen:

Reference is made to the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of July 6, 2007, made by NOVELIS INC., a corporation formed under the Canada Business Corporations Act, NOVELIS CORPORATION, a Texas corporation, and the Guarantors party thereto, in favor of UBS AG, STAMFORD BRANCH, as collateral agent (in such capacity and together with any successors in such capacity, the “Collateral Agent”).

This Joinder Agreement (“Joinder Agreement”) supplements the Security Agreement and is delivered by the undersigned, [ ] (the “New Pledgor”), pursuant to Section 3.5 of the Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in Articles V, VI and VII of the Credit Agreement to the same extent that it would have been bound if it had been a signatory to the Credit Agreement on the execution date of the Credit Agreement. Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor and Pledgor thereunder. The New Pledgor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Pledgors contained in the Security Agreement and the Credit Agreement.

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Annexed hereto are supplements to each of the schedules to the Security Agreement and the Credit Agreement, as applicable, with respect to the New Pledgor. Such supplements shall be deemed to be part of the Security Agreement or the Credit Agreement, as applicable.

This Joinder Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement.

THIS JOINDER AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS JOINDER 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. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS JOINDER AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, the New Pledgor has caused this Joinder Agreement to be executed and delivered by its duly authorized officer as of the date first above written.


		[NEW PLEDGOR]

		By:

			Name:
			Title:

AGREED TO AND ACCEPTED:

UBS AG, STAMFORD BRANCH, as Collateral Agent

By:

	Name:
	Title:

By:

	Name:
	Title:

[Schedules to be attached]

EXHIBIT 4

COPYRIGHT SECURITY AGREEMENT, dated as of [ ] ( “Copyright Security Agreement”), by [ ] and [ ] (individually, an “Assignor”, and, collectively, the “Assignors”), in favor of UBS AG, STAMFORD BRANCH, a United States branch of a Swiss bank located at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, XX 00000, in its capacity as collateral agent pursuant to the Credit Agreement (in such capacity, the “Assignee”).

W I T N E S S E T H:

WHEREAS, the Assignors are party to a Security Agreement of even date herewith (the “Security Agreement”) in favor of the Assignee pursuant to which the Assignors are required to execute and deliver this Copyright Security Agreement;

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Assignor and the Assignee hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Security Agreement. For purposes of this Copyright Security Agreement, the term “Copyrights” shall mean, collectively, all copyrights (whether statutory or common law, whether established, registered or recorded in the United States or any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished) and all mask works (as such term is defined in 17 U.S.C. Section 901, et seq.), together with any and all (i) copyright registrations and applications, (ii) rights and privileges arising under applicable law with respect to such copyrights, (iii) renewals and extensions thereof and amendments thereto, (iv) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable with respect thereto, including damages and payments for past, present or future infringements or other violations thereof, (v) rights corresponding thereto throughout the world and (vi) rights to xxx for past, present or future infringements thereof.

SECTION 2. Grant of Security Interest in Copyright Collateral. As collateral security for the payment and performance in full of all the Secured Obligations, each Assignor hereby pledges and grants to the Assignee for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Assignor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Copyright Collateral”):

(a) all Copyrights of such Assignor, including, without limitation, the registered and applied-for Copyrights of such Assignor listed on Schedule I attached hereto; and

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(b) all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Assignor from time to time with respect to any of the foregoing.

Notwithstanding anything to the contrary contained in clauses (a) and (b) above, the security interest created by this Copyright Security Agreement shall not extend to any Excluded Property.

SECTION 3. Security Agreement. The lien and security interest granted pursuant to this Copyright Security Agreement is granted in conjunction with the lien and security interest granted to the Assignee pursuant to the Security Agreement and Assignors hereby acknowledge and affirm that the rights and remedies of the Assignee with respect to the lien and security interest in the Copyrights made and granted hereby are more fully set forth in the Security Agreement. In the event that any provision of this Copyright Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Assignee shall otherwise determine.

SECTION 4. Recordation. Each Assignor hereby authorizes and requests that the United States Copyright Office record this Copyright Security Agreement.

SECTION 5. Termination. When all the Secured Obligations have been paid in full and the Commitments of the Lenders to make any Loan under the Credit Agreement shall have expired or been sooner terminated in accordance with the provisions of the Credit Agreement, this Copyright Security Agreement shall terminate. Upon termination of this Copyright Security Agreement the Pledged Copyright Collateral shall be released from the Lien of this Copyright Security Agreement and upon the request and at the sole cost and expense of the Assignors, the Assignee shall execute, acknowledge, and deliver to the Assignors an instrument in writing in recordable form releasing the Pledged Copyright Collateral from the Lien of this Copyright Security Agreement.

SECTION 6. Counterparts. This Copyright Security Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Copyright Security Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Copyright Security Agreement.

SECTION 7. Governing Law. This Copyright Security Agreement shall be construed in accordance with and governed by the law of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

SECTION 8. INTERCREDITOR AGREEMENT GOVERNS. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE ASSIGNEE, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS COPYRIGHT SECURITY AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE ASSIGNEE AND THE OTHER SECURED PARTIES HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE

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INTERCREDITOR AGREEMENT AND THIS COPYRIGHT SECURITY AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, each Assignor has caused this Copyright Security Agreement to be executed and delivered by its duly authorized officer as of the date first above written.


		[ASSIGNORS]¹

		By:

			Name:
			Title:

Accepted and Agreed:

UBS AG, STAMFORD BRANCH, as Assignee

By:

	Name:
	Title:

By:

	Name:
	Title:


¹		This document needs only to be executed by Pledgors that hold registered or applied-for Copyrights that are subject to the Lien of the Security Agreement.

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SCHEDULE I
to
COPYRIGHT SECURITY AGREEMENT
COPYRIGHT REGISTRATIONS AND COPYRIGHT APPLICATIONS

Copyright Registrations:


	REGISTRATION
OWNER	NUMBER	TITLE OF WORK

Copyright Applications:


OWNER				TITLE OF WORK

EXHIBIT 5

PATENT SECURITY AGREEMENT

PATENT SECURITY AGREEMENT, dated as of [ ] (“Patent Security Agreement”), by [ ] and [ ] (individually, an “Assignor”, and, collectively, the “Assignors”), in favor of UBS AG, STAMFORD BRANCH, a United States branch of a Swiss bank located at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, XX 00000, in its capacity as collateral agent pursuant to the Credit Agreement (in such capacity, the “Assignee”).

W I T N E S S E T H:

SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Security Agreement. For purposes of this Patent Security Agreement, the term “Patents” shall mean, collectively, all patents, patent applications, certificates of inventions, industrial designs and rights corresponding thereto throughout the world (whether established or registered or recorded in the United States or any other country or any political subdivision thereof), together with any and all (i) rights and privileges arising under applicable law with respect to any of the foregoing, (ii) inventions and improvements described and claimed therein, (iii) reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof and amendments thereto, (iv) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or future infringements or other violations thereof, (v) rights corresponding thereto throughout the world and (vi) rights to xxx for past, present or future infringements or other violations thereof.

SECTION 2. Grant of Security Interest in Patent Collateral. As collateral security for the payment and performance in full of all the Secured Obligations, each Assignor hereby pledges and grants to the Assignee for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Assignor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Patent Collateral”):

(a) all Patents of such Assignor, including, without limitation, the registered and applied-for Patents of such Assignor listed on Schedule I attached hereto; and

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Notwithstanding anything to the contrary contained in clauses (a) and (b) above, the security interest created by this Patent Security Agreement shall not extend to any Excluded Property.

SECTION 3. Security Agreement. The lien and security interest granted pursuant to this Patent Security Agreement is granted in conjunction with the lien and security interest granted to the Assignee pursuant to the Security Agreement and Assignors hereby acknowledge and affirm that the rights and remedies of the Assignee with respect to the lien and security interest in the Patents made and granted hereby are more fully set forth in the Security Agreement. In the event that any provision of this Patent Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Assignee shall otherwise determine.

SECTION 4. Recordation. Each Assignor hereby authorizes and requests that the Commissioner of Patents and Trademarks record this Patent and Security Agreement.

SECTION 5. Termination. When all the Secured Obligations have been paid in full and the Commitments of the Lenders to make any Loan under the Credit Agreement shall have expired or been sooner terminated in accordance with the provisions of the Credit Agreement, this Patent Security Agreement shall terminate. Upon termination of this Patent Security Agreement the Pledged Patent Collateral shall be released from the Lien of this Patent Security Agreement and upon the request and at the sole cost and expense of the Assignors, the Assignee shall execute, acknowledge, and deliver to the Assignors an instrument in writing in recordable form releasing the Pledged Patent Collateral from the Lien of this Patent Security Agreement.

SECTION 6. Counterparts. This Patent Security Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Patent Security Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Patent Security Agreement.

SECTION 7. Governing Law. This Patent Security Agreement shall be construed in accordance with and governed by the law of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

SECTION 8. INTERCREDITOR AGREEMENT GOVERNS. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE ASSIGNEE, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS PATENT SECURITY AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE ASSIGNEE AND THE OTHER SECURED PARTIES HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR

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AGREEMENT AND THIS PATENT SECURITY AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, each Assignor has caused this Patent Security Agreement to be executed and delivered by its duly authorized officer as of the date first above written.


		[ASSIGNORS]²

		By:

			Name:
			Title:

Accepted and Agreed:

UBS AG, STAMFORD BRANCH, as Assignee

By:

	Name:
	Title:

By:

	Name:
	Title:


²		This document needs only to be executed by Pledgers that hold registered or applied-for Patents that are subject to the Lien of the Security Agreement.

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SCHEDULE I
to
PATENT SECURITY AGREEMENT
PATENT REGISTRATIONS AND PATENT APPLICATIONS

Patent Registrations:


	REGISTRATION
OWNER	NUMBER	NAME

Patent Applications:


	APPLICATION
OWNER	NUMBER	NAME

EXHIBIT 6

TRADEMARK SECURITY AGREEMENT

TRADEMARK SECURITY AGREEMENT, dated as of [ ] ( “Trademark Security Agreement”), by [ ] and [ ] (individually, an “Assignor”, and, collectively, the “Assignors”), in favor of UBS AG, STAMFORD BRANCH, a United States branch of a Swiss bank located at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, XX 00000, in its capacity as collateral agent pursuant to the Credit Agreement (in such capacity, the “Assignee”).

W I T N E S S E T H:

SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Security Agreement. For purposes of this Trademark Security Agreement, the term “Trademarks” shall mean, collectively, all trademarks (including service marks and certification marks), slogans, logos, certification marks, trade dress, Internet Domain Names, corporate names and trade names, whether registered or unregistered (whether statutory or common law and whether established or registered in the United States or any other country or any political subdivision thereof), together with any and all (i) registrations and applications for any of the foregoing, (ii) goodwill connected with the use thereof and symbolized thereby, (iii) rights and privileges arising under applicable law with respect to the use of any of the foregoing, (iv) reissues, continuations, extensions and renewals thereof and amendments thereto, (v) income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder and with respect thereto, including damages, claims and payments for past, present or future infringements, dilutions or other violations thereof, (vi) rights corresponding thereto throughout the world and (vii) rights to xxx for past, present and future infringements, dilutions or other violations thereof.

SECTION 2. Grant of Security Interest in Trademark Collateral. As collateral security for the payment and performance in full of all the Secured Obligations, each Assignor hereby pledges and grants to the Assignee for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Assignor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Trademark Collateral”):

(a) all Trademarks of such Assignor, including, without limitation, the registered and applied-for Trademarks of such Assignor listed on Schedule I attached hereto; and

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Notwithstanding anything to the contrary contained in clauses (a) through (c) above, the security interest created by this Trademark Security Agreement shall not extend to any Excluded Property.

SECTION 3. Security Agreement. The lien and security interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the lien and security interest granted to the Assignee pursuant to the Security Agreement and Assignors hereby acknowledge and affirm that the rights and remedies of the Assignee with respect to the lien and security interest in the Trademarks made and granted hereby are more fully set forth in the Security Agreement. In the event that any provision of this Trademark Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Assignee shall otherwise determine.

SECTION 4. Recordation. Each Assignor hereby authorizes and requests that the Commissioner of Patents and Trademarks record this Trademark Security Agreement.

SECTION 5. Termination. When all the Secured Obligations have been paid in full and the Commitments of the Lenders to make any Loan under the Credit Agreement shall have expired or been sooner terminated in accordance with the provisions of the Credit Agreement, this Trademark Security Agreement shall terminate. Upon termination of this Trademark Security Agreement the Pledged Trademark Collateral shall be released from the Lien of this Trademark Security Agreement and upon the request and at the sole cost and expense of the Assignors, the Assignee shall execute, acknowledge, and deliver to the Assignors an instrument in writing in recordable form releasing the Pledged Trademark Collateral from the Lien of this Trademark Security Agreement.

SECTION 6. Counterparts. This Trademark Security Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Trademark Security Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Trademark Security Agreement.

SECTION 7. Governing Law. This Trademark Security Agreement shall be construed in accordance with and governed by the law of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

SECTION 8. INTERCREDITOR AGREEMENT GOVERNS. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE ASSIGNEE, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS TRADEMARK SECURITY AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE ASSIGNEE AND THE OTHER SECURED PARTIES HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT

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OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS TRADEMARK SECURITY AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, each Assignor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first above written.


		[ASSIGNORS]³

		By:

			Name:
			Title:

Accepted and Agreed:

UBS AG, STAMFORD BRANCH, as Assignee

By:

	Name:
	Title:

By:

	Name:
	Title:


³		This document needs only to be executed by Pledgors that hold registered or applied-for Trademarks that are subject to the Lien of the Security Agreement.

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SCHEDULE I
to
TRADEMARK SECURITY AGREEMENT
TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS

Trademark Registrations:


	REGISTRATION
OWNER	NUMBER	TRADEMARK

Trademark Applications:


	APPLICATION
OWNER	NUMBER	TRADEMARK

EXHIBIT 7

FORM OF BAILEE LETTER

UBS AG, Stamford Branch
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxxxxxx Xxxxx
Facsimile No.: 000-000-0000

Re: [ ]

[ ] (the “Xxxxxx”), a [ ] and a subsidiary of Novelis Inc. (the “Parent”), now does or hereafter may deliver to certain premises [managed] [owned] by [ ] (the “Bailee”), a [ ], on behalf of the Xxxxxx as owner and located at [ ] (the “Premises”), certain of its [DESCRIBE PROPERTY SUBJECT TO BAILMENT] for [DESCRIBE PURPOSE FOR WHICH PROPERTY HAS BEEN DELIVERED TO BAILEE].

The Parent and certain of its Subsidiaries (collectively, the “Borrowers”) have entered into financing arrangements with certain financial institutions (the “Lenders”), pursuant to a Credit Agreement, dated as of July 6, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) for which UBS AG, Stamford Branch shall act as collateral agent (the “Agent”). As a condition to the Agent’s and the Lenders’ loans and other financial accommodations to the Borrowers (as defined in the Credit Agreement), the Agent and the Lenders require, among other things, liens on all of the Xxxxxx’x property located on the Premises, and the proceeds thereof (the “Collateral”).

To induce the Agent and the Lenders (together with their respective agents and assigns) to enter into said financing arrangements, and for other good and valuable consideration, the Bailee hereby acknowledges receipt of the above notice, and hereby further agrees that:

(i) title to the Collateral remains with the Xxxxxx while the Collateral is in the custody, control or possession of the Bailee, the undersigned, to the best of its knowledge without special inquiry, does not know of any security interest or claim with respect to such goods or proceeds, other than the security interest which is the subject of this Agreement, and the Bailee will not assert against the Collateral any lien, right of distraint or levy, right of offset, claim, deduction, counterclaim, security or other interest in the Collateral, including any of the foregoing which might arise or exist in its favor pursuant to any agreement, common law, statute (including the Federal Bankruptcy Code) or otherwise, all of which the undersigned hereby subordinates in favor of the Agent;

(ii) the Collateral shall be clearly identified or identifiable as being owned by the Xxxxxx and is distinguishable from the property of the Bailee and other property in its possession;

(iii) none of the Collateral located on the Premises shall be permitted to become a fixture to the Premises;

(iv) the Bailee has not issued, and shall not issue, any negotiable documents or other negotiable instruments in respect of any Collateral;

(v) if any Borrower defaults on its obligations to the Agent and the Lenders, subject to any grace period, and, as a result, the Agent undertakes to enforce its security interest in the Collateral, the Bailee, upon receipt of reasonable written confirmation of the currency and existence of a default (a) will hold the Collateral for the Agent’s account for the benefit of the Lenders, and release the Collateral only to the Agent or its designee, (b) will permit the Agent to enter the Premises upon reasonable notice and during regular business hours and without unduly interrupting the Bailee’s operations, to inspect, assemble, take possession of, and remove all of the Collateral located on the Premises and will reasonably cooperate with the Agent in its efforts to do so; (c) will permit the Collateral to remain on the Premises for forty-five (45) days after the Agent notifies the Bailee in writing of the default, or, at the Agent’s option, to remove the Collateral from the Premises within a reasonable time, not to exceed forty-five (45) days after the Agent notifies the undersigned in writing of the default; (d) will not hinder the Agent’s actions in enforcing its liens on the Collateral; and (e) after the Agent notifies the Bailee in writing of the default, will, without further consent or agreement of the Xxxxxx, abide solely by Agent’s lawful instructions with respect to the Collateral, and not those of the Xxxxxx; and

(vi) the Bailee hereby waives and releases, for Agent’s benefit, any and all claims, liens, including bailee’s liens, and demands of every kind which Bailee has or may later have against the Collateral (including any right to include such goods in any secured financing to which Bailee may become party).

The Bailee hereby irrevocably and unconditionally authorizes Agent (or its designee) to file at any time prior to the payment in full of the Secured Obligations (as defined in the Credit Agreement) in any jurisdiction and with such filing offices as the Agent so chooses such financing statements naming the Bailee as the debtor consignee, the Xxxxxx as the secured party consignor, and the Agent as assignee, describing the Collateral in a manner that Agent believes is reasonably necessary or desirable to protect its security interest in the Xxxxxx’x property, and including any other information with respect to the Bailee required under the Uniform Commercial Code for the sufficiency of such financing statement or for it to be accepted by the filing office of any applicable jurisdiction (and any amendments or continuations with respect thereto); provided, however, Agent shall provide to Xxxxxx for review copies of any such filings to be made, sufficiently in advance of filing and once filed, final copies of such filings.

Any notice(s) required or desired to be given hereunder shall be directed to the party to be notified at the address stated herein.

The agreements contained herein shall continue in force until each Borrower’s obligations and liabilities to the Agent and the Lenders are paid and satisfied in full and all financing arrangements among the Agent, the Lenders and the Borrowers have been terminated.

The consent of the Xxxxxx hereto constitutes its acknowledgment that Agent may assert any of the rights set forth or referred to herein, without objection by the Xxxxxx, and that the Bailee may act in accordance with this Agreement without liability to the Xxxxxx. By its signature below, the Xxxxxx agrees to reimburse the Bailee for all reasonable costs and expenses incurred by the Bailee as a direct result of compliance with this Agreement.

The Bailee will notify all successor owners, transferees, purchasers and mortgagees of the Premises of the existence of this waiver. The agreements contained herein may not be modified or terminated orally and shall be binding upon the successors, assigns and personal representatives of the undersigned.

[Signature pages follow]

This Agreement may be executed in any number of counterparts and by different parties to this Agreement on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile transmission shall be deemed to be an original signature hereto. The undersigned hereby waives notice of acceptance of this Agreement by Agent.

Executed and delivered this day of , 20 .


		[ ] [Address]

		By:

			Name:
			Title:

CONSENTED AND AGREED TO: [ ] [Address]

By:

	Name:
	Title:

ACKNOWLEDGED AND ACCEPTED:

UBS AG, STAMFORD BRANCH, as Agent 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Xxxxxxxxxxx Xxxxx Facsimile No: 000-000-0000

By:

	Name:
	Title:

By:

	Name:
	Title:

EXHIBIT M-2

Form of
CANADIAN SECURITY AGREEMENT

[See Tab # C.1-2, 5-6, 8.]

EXHIBIT M-2-1

AV ALUMINUM INC.

NOVELIS INC.

NOVELIS CAST HOUSE TECHNOLOGY LTD.

4260848 CANADA INC.

4260856 CANADA INC.

NOVELIS NO. 1 LIMITED PARTNERSHIP

as Obligors

and

UBS AG, STAMFORD BRANCH

as Collateral Agent

SECURITY AGREEMENT
July 6, 2007

SECURITY AGREEMENT

Security agreement dated as of July 6, 2007 made by each of AV Aluminum Inc., Novelis Inc., Novelis Cast House Technology Ltd., 4260848 Canada Inc., 4260848 Canada Inc. and Novelis No. 1 Limited Partnership, by its general partner 4260848 Canada Inc., to and in favour of UBS AG, Stamford Branch, as Collateral Agent for the benefit of the Secured Parties.

RECITALS:

	(a)		The Agents and the Lenders have agreed to make certain credit facilities available to the Borrowers on the terms and conditions contained in the Credit Agreement;

	(b)		The Guarantors have guaranteed the obligations of the Borrowers on the terms and conditions contained in the Guarantee; and

	(c)		It is a condition precedent to the extension of credit to the Borrowers under the Credit Agreement that the Obligors execute and deliver this Agreement in favour of the Collateral Agent as security for the payment and performance of their obligations under the Credit Agreement, the Guarantee and the other Credit Documents to which they are a party.

In consideration of the foregoing and other good and valuable consideration, the receipt and adequacy of which are acknowledged, the Obligors agree as follows.

ARTICLE 1
INTERPRETATION

Section 1.1 Defined Terms.

As used in this Agreement, the following terms have the following meanings:

“Administrative Agent” means UBS AG, Stamford Branch, acting as administrative agent for the Lenders under the Credit Agreement and any successor administrative agent appointed under the Credit Agreement, and its successors and assigns.

“Agents” mean, collectively, the Administrative Agent and the Collateral Agent.

“Agreement” means this security agreement.

“Borrowers” means, collectively, the Canadian Borrower and the U.S. Borrower.

“Canadian Borrower” means Novelis Inc., a corporation amalgamated and existing under the laws of Canada, and its successors and permitted assigns.

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“Collateral” has the meaning specified in Section 2.1.

“Collateral Agent” means UBS AG, Stamford Branch acting as collateral agent for the Secured Parties and any successor collateral agent appointed under the Credit Agreement, and its successors and permitted assigns.

“Credit Agreement” means the credit agreement dated as of July 6, 2007 among the Borrowers, Holdings, the Subsidiary Guarantors, the Lenders, the Administrative Agent, the Collateral Agent, the other agents party thereto, and ABN AMRO Incorporated and UBS Securities LLC, as joint lead arrangers and joint bookmanagers, as the same may be amended, modified, extended, renewed, replaced, restated, supplemented or refinanced from time to time and includes any agreement extending the maturity of, refinancing or restructuring all or any portion of, the indebtedness under such agreement or any successor agreements, whether or not with the same Agents or Lenders.

“Excluded Property” means any (i) Equity Interest in any joint venture to the extent that the terms of the applicable joint venture agreement validly prohibit the creation by the applicable Obligor of a security interest in such Equity Interests in favour of the Collateral Agent, but only to the extent and for so long as (A) the terms of the applicable agreement prohibit the creation by the applicable Obligor of a security interest in such Equity Interests in favor of the Collateral Agent and (B) such prohibition is permitted by Section 6.19 of the Credit Agreement, and (ii) any United States trade-xxxx or service xxxx application filed on the basis of an Obligor’s intent-to-use such xxxx, in each case, unless and until evidence of the use of such trade-xxxx in interstate commerce is submitted to and accepted by the United States Patent and Trademark Office; provided that, Excluded Property shall not include any proceeds, substitutions or replacements of any Excluded Property referred to above (unless such proceeds, substitutions or replacements would constitute Excluded Property referred to above)).

“Excluded Securities Accounts” means (i) securities accounts with investment property or other property held in or credited to such securities accounts with an aggregate value of less than $10,000,000 at any time in the aggregate for all such securities account of any Loan Party which are not subject to a control agreement satisfactory to the Collateral Agent (excluding accounts referred to in clause (ii)), and (ii) securities accounts with property held in or credited to such securities accounts consisting solely of the Equity Interests of Aluminum Company of Malaysia Berhard (Malaysia).

“Expenses” has the meaning specified in Section 2.2(d).

“Guarantee” means the guarantee dated the date hereof by the Guarantors to and in favour of the Collateral Agent and the other Secured Parties.

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“Guarantors” means, collectively, AV Aluminum Inc., a corporation incorporated and existing under the laws of Canada, the Canadian Borrower, Novelis Cast House Technology Ltd., a corporation incorporated and existing under the laws of Ontario, 4260848 Canada Inc., a corporation incorporated and existing under the laws of Canada, 4260856 Canada Inc., a corporation incorporated and existing under the laws of Canada and Novelis No. 1 Limited Partnership, a partnership formed and existing under the laws of Quebec, by its general partner 4260848 Canada Inc., and each of their successors and permitted assigns, and “Guarantor” shall mean anyone of them.

“Instruments” means (i) a xxxx, note or cheque within the meaning of the Bills of Exchange Act (Canada) or any other writing that evidences a right to the payment of money and is of a type that in the ordinary course of business is transferred by delivery with any necessary endorsement or assignment, or (ii) a letter of credit and an advice of credit if the letter or advice states that it must be surrendered upon claiming payment thereunder, or (iii) chattel paper or any other writing that evidences both a monetary obligation and a security interest in or a lease of specific goods, or (iv) documents of title or any other writing that purports to be issued by or addressed to a bailee and purports to cover such goods in the bailee’s possession as are identified or fungible portions of an identified mass, and that in the ordinary course of business is treated as establishing that the Person in possession of it is entitled to receive, hold and dispose of the document and the goods it covers, or (v) any document or writing commonly known as an instrument.

“Intellectual Property” means domestic and foreign: (i) patents, applications for patents and reissues, divisions, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (ii) proprietary and non-public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, methods, processes, designs, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing; (iii) copyrights, copyright registrations and applications for copyright registration; (iv) mask works, mask work registrations and applications for mask work registrations; (v) designs, design registrations, design registration applications and integrated circuit topographies; (vi) trade names, business names, corporate names, domain names, website names and world wide web addresses, common law trade-marks, trade-xxxx registrations and all renewals thereof, trade-xxxx applications, trade dress and logos, and the goodwill associated with any of the foregoing; (vii) computer software and programs (both source code and object code form), all proprietary rights in the computer software and programs and all documentation and other materials related to the computer software and programs; (viii) future infringements or other violations thereof; (ix) income, fees, royalties, damages, claims and payments for past, present, (x) rights corresponding thereto

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throughout the world; and (xi) rights to xxx for past, present or future infringements or other violations thereof.

“Lenders” means the financial institutions and other lenders listed on the signature pages of the Credit Agreement, any Person who may become a Lender pursuant to the Credit Agreement, and their respective successors and assigns.

“Obligors” means the Guarantors and “Obligor” means any one of them.

“Perfection Certification” means the perfection certificate executed by each of the Obligors and attached hereto as Schedule “B”.

“Registrable Intellectual Property” means any Intellectual Property in respect of which ownership, title, security interests, charges or encumbrances are capable of registration, recording or notation with any Governmental Authority pursuant to applicable laws.

“Required Secured Parties” means the Required Lenders, or to the extent required by the Credit Agreement, all of the Lenders.

“Restricted Asset” has the meaning specified in Section 2.4(1).

“Secured Obligations” has the meaning specified in Section 2.2.

“Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, any Receiver or Delegate, each other Agent, the Lenders, and each counterparty to a Hedging Agreement with a Loan Party, if at the date of entering into such Hedging Agreement (or with respect to Hedging Agreements in effect at the date hereof, at the date hereof) such person was a Lender, Revolving Credit Lender, Arranger or Agent (or an Affiliate of a Lender, Revolving Credit Lender, Arranger or Agent), and in each case, such person executes and delivers to the Administrative Agent a letter agreement in form and substance acceptable to the Administrative Agent pursuant to which such person (i) appoints the Collateral Agent as its agent under the applicable Loan Documents and (ii) agrees to be bound by the provisions of Sections 10.03 and 10.09 of the Credit Agreement, the Intercreditor Agreement and the Security Documents as if it were a Lender.

“Securities” means:

(a)

a document that is (i) issued in bearer, order or registered form, (ii) of a type commonly dealt in upon securities exchanges or markets or commonly recognized in any area in which it is issued or dealt in as a medium for investment, (iii) one of a class or series or by its terms is divisible into a class or series of documents, and (iv) evidence of a share, participation or other interest in property or in any enterprise or is evidence of an obligation of the issuer and includes an uncertificated security; and

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	(b)		a share, participation or other interest in a Person; but excludes

	(c)		any ULC Shares.

“Security Interest” has the meaning specified in Section 2.2.

“ULC Shares” means shares in any unlimited company or unlimited liability corporation at any time owned or otherwise held by the Obligor.

“U.S. Borrower” means Novelis Corporation, a Texas corporation, and its successors and permitted assigns.

Section 1.2 Interpretation.

(1)

Terms defined in the Personal Property Security Act (Ontario) and the Securities Transfer Act (Ontario) and used but not otherwise defined in this Agreement have the same meanings. Capitalized terms used in this Agreement but not defined have the meanings given to them in the Credit Agreement.

(2)

Any reference in any Credit Document to Liens permitted by the Credit Agreement and any right of the Obligors to create or suffer to exist Liens permitted by the Credit Agreement are not intended to and do not and will not subordinate the Security Interest to any such Lien or give priority to any Person over the Secured Parties.

(3)

In this Agreement the words “including”, “includes” and “include” mean “including (or includes or include) without limitation”. The expressions “Article”, “Section” and other subdivision followed by a number mean and refer to the specified Article, Section or other subdivision of this Agreement.

(4)

Any reference in this Agreement to gender includes all genders. Words importing the singular number only include the plural and vice versa.

(5)

The division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenient reference only and do not affect its interpretation.

(6)

The schedules attached to this Agreement form an integral part of it for all purposes of it.

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(7)

Any reference to this Agreement, any Credit Document or any Security Document refers to this Agreement or such Credit Document or Security Document as the same may have been or may from time to time be amended, modified, extended, renewed, restated, replaced or supplemented and includes all schedules attached to it. Except as otherwise provided in this Agreement, any reference in this Agreement to a statute refers to such statute and all rules and regulations made under it as the same may have been or may from time to time be amended or re-enacted.

ARTICLE 2
SECURITY

Section 2.1 Grant of Security.

Subject to Section 2.4, each Obligor grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, and assigns, mortgages, charges, hypothecates and pledges to the Collateral Agent, for the benefit of the Secured Parties, all of the property and undertaking of such Obligor whether now owned or hereafter acquired and all of the property and undertaking in which such Obligor now has or hereafter acquires any interest (collectively, the “Collateral”) including all of such Obligor’s:

	(a)		present and after-acquired personal property;

	(b)		inventory including goods held for sale, lease or resale, goods furnished or to be furnished to third parties under contracts of lease, consignment or service, goods which are raw materials or work in process, goods used in or procured for packing and materials used or consumed in the businesses of the Obligors;

	(c)		equipment, machinery, furniture, fixtures, plant, vehicles and other goods of every kind and description and all licences and other rights and all related records, files, charts, plans, drawings, specifications, manuals and documents;

	(d)		accounts due or accruing and all related agreements, books, accounts, invoices, letters, documents and papers recording, evidencing or relating to them;

	(e)		money, documents of title and chattel paper;

	(f)		Instruments and Securities, including the Instruments and Securities listed in Schedule “A”;

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	(g)		intangibles including all security interests, goodwill, choses in action, contracts, contract rights, licenses and other contractual benefits;

	(h)		Intellectual Property including the Registrable Intellectual Property listed in the Perfection Certificate;

	(i)		all substitutions and replacements of and increases, additions and, where applicable, accessions to the property described in Section 2.1(a) through Section 2.1 (h) inclusive; and

	(j)		all proceeds in any form derived directly or indirectly from any dealing with all or any part of the property described in Section 2.1(a) through Section 2.1(i) inclusive, including the proceeds of such proceeds.

Section 2.2 Secured Obligations.

The security interest, assignment, mortgage, charge, hypothecation and pledge granted by this Agreement (collectively, the “Security Interest”) secures the payment and performance of the following (collectively, the “Secured Obligations”):

	(a)		the obligations of the Borrowers and the other Loan Parties from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing (and interest that would have accrued but for such proceeding) during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (ii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrowers and the other Loan Parties under the Credit Agreement and the Loan Documents;

	(b)		the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrowers and the other Loan Parties under or pursuant to the Credit Agreement and the other Loan Documents;

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	(c)		the due and punctual payment and performance of all obligations of the Borrowers and the other Loan Parties under each Hedging Agreement entered into with any counterparty that is a Secured Party; and

	(d)		all expenses, costs and charges incurred by or on behalf of the Secured Parties in connection with this Agreement, the Security Interest or the Collateral, including all legal fees, court costs, receiver’s or agent’s remuneration and other expenses of taking possession of, repairing, protecting, insuring, preparing for disposition, realizing, collecting, selling, transferring, delivering or obtaining payment for the Collateral, and of taking, defending or participating in any action or proceeding in connection with any of the foregoing matters or otherwise in connection with the Secured Parties’ interest in any Collateral, whether or not directly relating to the enforcement of this Agreement or any other Credit Document (collectively, the “Expenses”).

Section 2.3 Attachment.

(1)

Each Obligor acknowledges that (i) value has been given, (ii) it has rights in the applicable Collateral (other than after-acquired Collateral), (iii) it has not agreed to postpone the time of attachment of the Security Interest, and (iv) it has received a copy of this Agreement.

(2)

If any Securities or Instruments are now or at any time become evidenced, in whole or in part, by uncertificated securities registered or recorded in records maintained by or on behalf of the issuer thereof in the name of a clearing agency or a custodian or of a nominee of either, the applicable Obligor will, at the request and option of the Collateral Agent, (i) cause an appropriate entry to be made in the records of the clearing agency or custodian to record the interest of the Collateral Agent in such Securities or Instruments created pursuant to this Agreement or (ii) cause the Collateral Agent to have control over such Securities or Instruments, other than with respect to Securities and Instruments held in an Excluded Securities Account.

(3)

Each Obligor delivers to and deposits with the Collateral Agent any and all certificates evidencing the Securities listed in Schedule “A”, to the extent such securities are certificated, together with, in each case, a stock power duly endorsed in blank for transfer and grants control over such Securities to the Collateral Agent, as applicable. Each Obligor also delivers to and deposits with the Collateral Agent the Instruments listed in Schedule “A”, as applicable.

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(4)

If any Obligor acquires any Securities or any Instruments, such Obligor will notify the Collateral Agent in writing and provide the Collateral Agent with a revised Schedule “A” recording the acquisition and particulars of such Instruments or Securities within 15 days after such acquisition. Upon request by the Collateral Agent, such Obligor will promptly (but in any event within 30 days after receipt by such Obligor or such longer period as may be determined by the Collateral Agent in its sole discretion) deliver to and deposit with the Collateral Agent, or cause the Collateral Agent to have control over, such Securities or Instruments other than (i) Instruments evidencing amounts payable of less than $1,000,000 in the aggregate for all Obligors or evidencing any rights to goods having a value of less than $1,000,000 in the aggregate for all Obligors and (ii) Securities or Instruments representing or evidencing Equity Interests in an Excluded Collateral Subsidiary which is not a Loan Party, as security for the Secured Obligations. The applicable Obligor will also promptly inform the Collateral Agent in writing of the acquisition by it of any ULC Shares.

(5)

At the request of the Collateral Agent, the Obligors, as applicable will (i) cause the transfer of any Securities or Instruments (other than Securities or Instruments representing or evidencing Equity Interests in an Excluded Collateral Subsidiary which is not a Loan Party) to the Collateral Agent to be registered wherever such registration may be required or advisable in the reasonable opinion of the Collateral Agent, (ii) duly endorse any such Securities or Instruments for transfer in blank or register them in the name of the Collateral Agent or its nominee or otherwise as the Collateral Agent may reasonably direct, (iii) immediately deliver to the Collateral Agent any and all consents or other documents which may be necessary to effect the transfer of any such Securities or Instruments to the Collateral Agent or any third party and (iv) deliver to or otherwise cause the Collateral Agent to have control over such Securities or Instruments.

(6)

Each Obligor will promptly notify the Collateral Agent in writing of the acquisition by it of any Registrable Intellectual Property and will provide the Collateral Agent with a revised Perfection Certificate recording the acquisition and particulars of such additional Intellectual Property.

Section 2.4 Scope of Security Interest.

(1)

To the extent that an assignment of amounts payable and other proceeds arising under or in connection with, or the grant of a security interest in any agreement, licence, lease, permit or quota of any Obligor would constitute a default under or a breach of or would result in the termination of such agreement, licence, lease, permit or quota (each, a “Restricted Asset”), the Security Interest with respect to each Restricted Asset will constitute a trust

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created in favour of the Collateral Agent, for the benefit of the Secured Parties, pursuant to which the applicable Obligor holds as trustee all proceeds arising under or in connection with the Restricted Asset in trust for the Collateral Agent, for the benefit of the Secured Parties, on the following basis:

	(a)		subject to the Credit Agreement, until the Security Interest is enforceable the Obligor is entitled to receive all such proceeds; and

	(b)		whenever the Security Interest is enforceable, (i) all rights of such Obligor to receive such proceeds cease and all such proceeds will be immediately paid over to the Collateral Agent for the benefit of the Secured Parties, and (ii) such Obligor will take all actions requested by the Collateral Agent to collect and enforce payment and other rights arising under the Restricted Asset.

Upon request by the Collateral Agent, the Obligors will use all commercially reasonable efforts to obtain the consent of each other party to any and all Restricted Assets to the assignment of such Restricted Asset to the Collateral Agent in accordance with this Agreement. The Obligors will also use all commercially reasonable efforts to ensure that all agreements entered into on and after the date of this Agreement expressly permit assignments of the benefits of such agreements as collateral security to the Collateral Agent in accordance with the terms of this Agreement.

(2)

The Security Interest with respect to trade-marks and Intellectual Property established under the laws of the United States including any state, territory or political subdivision thereof, constitutes a lien on and security interest in, and a charge, hypothecation and pledge of, such Collateral in favour of the Collateral Agent for the benefit of the Secured Parties, but does not constitute an assignment or mortgage of such Collateral to the Collateral Agent or any Secured Party.

(3)

Until the Security Interest is enforceable, the grant of the Security Interest in the Intellectual Property does not affect in any way the Obligors’ rights to commercially exploit the Intellectual Property, defend it, enforce such Obligor’s rights in it or with respect to it against third parties in any court or claim and be entitled to receive any damages with respect to any infringement of it.

(4)

The Security Interest does not extend to consumer goods or ULC Shares.

(5)

The Security Interest does not extend or apply to the last day of the term of any lease or sublease of real property or any agreement for a lease or sublease of real property, now held or hereafter acquired by any of the Obligors, but

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the Obligors will stand possessed of any such last day upon trust to assign and dispose of it as the Collateral Agent may reasonably direct.

(6)

The Security Interest does not extend to Excluded Property.

Section 2.5 Grant of Licence to Use Intellectual Property.

Each Obligor hereby grants to the Collateral Agent an irrevocable, nonexclusive licence (exercisable without payment of royalty or other compensation to such Obligor) to use, or sublicense any Intellectual Property in which such Obligor has rights wherever the same may be located, provided that the quality of products in connection with which any trade-xxxx is used will not be materially inferior to the quality of such products prior to such Event of Default. Such licence includes access to (i) all media in which any of the licensed items may be recorded or stored, and (ii) all software and computer programs used for compilation or printout. The license granted under this Section is to enable the Collateral Agent to exercise its rights and remedies under Article 3 and for no other purpose.

Section 2.6 Care and Custody of Collateral.

(1)

The Secured Parties have no obligation to keep Collateral in their possession identifiable.

(2)

The Collateral Agent may upon the occurrence and during the continuance of an Event of Default, (i) notify any Person obligated on an Instrument, Security or account to make payments to the Collateral Agent, whether or not the Obligors were previously making collections on such accounts, chattel paper, instruments, and (ii) assume control of any proceeds arising from the Collateral.

(3)

The Collateral Agent has no obligation to collect dividends, distributions or interest payable on, or exercise any option or right in connection with, any Securities or Instruments. The Collateral Agent has no obligation to protect or preserve any Securities or Instruments from depreciating in value or becoming worthless and is released from all responsibility for any loss of value. In the physical keeping of any Securities, the Collateral Agent is only obliged to exercise the same degree of care as it would exercise with respect to its own Securities kept at the same place.

Section 2.7 Rights of the Obligor.

(1)

Until the occurrence of an Event of Default which is continuing, each Obligor, as applicable, is entitled to vote the Securities that are part of the Collateral and to receive dividends and distributions on such Securities, as may be permitted by the Credit Agreement. Upon the occurrence and during the continuance of an Event of Default, all rights of the Obligors to vote (under

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any proxy given by the Collateral Agent (or its nominee) or otherwise) or to receive distributions or dividends cease and all such rights become vested solely and absolutely in the Collateral Agent.

(2)

Any distributions or dividends received by any of the Obligors contrary to Section 2.7(1) or any other moneys or property received by any of the Obligors after the Security Interest is enforceable will be received as trustee for the Collateral Agent and the Secured Parties and shall be immediately paid over to the Collateral Agent.

Section 2.8 Expenses.

All 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 applicable Obligor and all shall be paid in accordance with Section 2.15 of the Credit Agreement.

The Obligors are liable for and will pay on demand by the Collateral Agent any and all Expenses.

ARTICLE 3
ENFORCEMENT

Section 3.1 Enforcement.

The Security Interest becomes and is enforceable against the Obligors upon the occurrence and during the continuance of an Event of Default.

Section 3.2 Remedies.

Whenever the Security Interest is enforceable, the Collateral Agent may realize upon the Collateral and enforce the rights of the Collateral Agent and the Secured Parties by:

	(a)		entry onto any premises where Collateral consisting of tangible personal property may be located;

	(b)		entry into possession of the Collateral by any method permitted by law;

	(c)		sale, grant of options to purchase, or lease of all or any part of the Collateral;

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	(d)		holding, storing and keeping idle or operating all or any part of the Collateral;

	(e)		exercising and enforcing all rights and remedies of a holder of the Securities and Instruments as if the Collateral Agent were the absolute owner thereof (including, if necessary, causing the Collateral to be registered in the name of the Collateral Agent or its nominee if not already done);

	(f)		collection of any proceeds arising in respect of the Collateral;

	(g)		collection, realization or sale of, or other dealing with, accounts;

	(h)		license or sublicense, whether on an exclusive or nonexclusive basis, of any Intellectual Property for such term and on such conditions and in such manner as the Collateral Agent in its sole judgment determines (taking into account such provisions as may be necessary to protect and preserve such Intellectual Property);

	(i)		instruction to any bank which has entered into a control agreement with the Collateral Agent to transfer all moneys, Securities and Instruments held by such depositary bank to an account maintained with or by the Collateral Agent;

	(j)		application of any moneys constituting Collateral or proceeds thereof in accordance with Section 5.11;

	(k)		appointment by instrument in writing of a receiver (which term as used in this Agreement includes a receiver and manager) or agent of all or any part of the Collateral and removal or replacement from time to time of any receiver or agent;

	(1)		institution of proceedings in any court of competent jurisdiction for the appointment of a receiver of all or any part of the Collateral;

	(m)		institution of proceedings in any court of competent jurisdiction for sale or foreclosure of all or any part of the Collateral;

	(n)		filing of proofs of claim and other documents to establish claims to the Collateral in any proceeding relating to the Obligors; and

	(o)		any other remedy or proceeding authorized or permitted under the Personal Property Security Act (Ontario) or otherwise by law or equity.

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Section 3.3 Additional Rights.

In addition to the remedies set forth in Section 3.2 and elsewhere in this Agreement, whenever the Security Interest is enforceable, the Collateral Agent may:

	(a)		require any of the Obligors, at such Obligor’s expense, to assemble the Collateral at a place or places designated by notice in writing and each of the Obligors agree to so assemble the Collateral immediately upon receipt of such notice;

	(b)		require the Obligors, by notice in writing, to disclose to the Collateral Agent the location or locations of the Collateral and the Obligors agree to promptly make such disclosure when so required;

	(c)		repair, process, modify, complete or otherwise deal with the Collateral and prepare for the disposition of the Collateral, whether on the premises of the Obligors or otherwise;

	(d)		redeem any prior security interest against any Collateral, procure the transfer of such security interest to itself, or settle and pass the accounts of the prior mortgagee, chargee or encumbrancer (any accounts to be conclusive and binding on the applicable Obligor);

	(e)		pay any liability secured by any Lien against any Collateral (the Obligors will immediately on demand reimburse the Collateral Agent for all such payments);

	(f)		carry on all or any part of the business of the Obligors and, to the exclusion of all others including the Obligors, enter upon, occupy and use all or any of the premises, buildings, and other property of or used by any of the Obligor for such time as the Collateral Agent sees fit, free of charge, and the Collateral Agent and the Secured Parties are not liable to the Obligors for any act, omission or negligence in so doing or for any rent, charges, depreciation or damages incurred in connection with or resulting from such action;

	(g)		borrow for the purpose of carrying on any of the businesses of the Obligors or for the maintenance, preservation or protection of the Collateral and grant a security interest in the Collateral, whether or not in priority to the Security Interest, to secure repayment;

	(h)		commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral, and give good and valid receipts and discharges in respect of the Collateral and

- 16 -

			compromise or give time for the payment or performance of all or any part of the accounts or any other obligation of any third party to the Obligors; and

	(i)		at any public sale, and to the extent permitted by law on any private sale, bid for and purchase any or all of the Collateral offered for sale and upon compliance with the terms of such sale, hold, retain and dispose of such Collateral without any further accountability to the Obligors or any other Person with respect to such holding, retention or disposition, except as required by law. In any such sale to the Collateral Agent, the Collateral Agent may, for the purpose of making payment for all or any part of the Collateral so purchased, use any claim for Secured Obligations then due and payable to it as a credit against the purchase price.

Section 3.4 Exercise of Remedies.

The remedies under Section 3.2 and Section 3.3 may be exercised from time to time separately or in combination and are in addition to, and not in substitution for, any other rights of the Collateral Agent and the Secured Parties however arising or created. The Collateral Agent and the Secured Parties are not bound to exercise any right or remedy, and the exercise of rights and remedies is without prejudice to the rights of the Collateral Agent and the Secured Parties in respect of the Secured Obligations including the right to claim for any deficiency.

Section 3.5 Receiver’s Powers.

(1)

Any receiver appointed by the Collateral Agent is vested with the rights and remedies which could have been exercised by the Collateral Agent in respect of the Obligors or the Collateral and such other powers and discretions as are granted in the instrument of appointment and any supplemental instruments. The identity of the receiver, its replacement and its remuneration are within the sole and unfettered discretion of the Collateral Agent.

(2)

Any receiver appointed by the Collateral Agent will act as agent for the Collateral Agent for the purposes of taking possession of the Collateral, but otherwise and for all other purposes (except as provided below), as agent for the Obligors. The receiver may sell, lease, or otherwise dispose of Collateral as agent for the Obligors or as agent for the Collateral Agent as the Collateral Agent may determine in its discretion. The Obligors agree to ratify and confirm all actions of the receiver acting as agent for the Obligors, and to release and indemnify the receiver in respect of all such actions.

- 17 -

(3)

The Collateral Agent, in appointing or refraining from appointing any receiver, does not incur liability to the receiver, the Obligors or otherwise and is not responsible for any misconduct or negligence of such receiver.

Section 3.6 Appointment of Attorney.

The Obligors hereby irrevocably constitute and appoint the Collateral Agent (and any officer of the Collateral Agent) the true and lawful attorney of the Obligors. As the attorney of the Obligors, the Collateral Agent has the power to exercise for and in the name of the Obligors, upon the occurrence and during the continuation of an Event of Default, with full power of substitution, any of the Obligors’ right (including the right of disposal), title and interest in and to the Collateral including the execution, endorsement, delivery and transfer of the Collateral to the Collateral Agent, its nominees or transferees, and the Collateral Agent and its nominees or transferees are hereby empowered to exercise all rights and powers and to perform all acts of ownership with respect to the Collateral to the same extent as the Obligors might do. This power of attorney is irrevocable, is coupled with an interest, has been given for valuable consideration (the receipt and adequacy of which is acknowledged) and survives, and does not terminate upon, the bankruptcy, dissolution, winding up or insolvency of any of the Obligors. This power of attorney extends to and is binding upon each of the Obligors’ successors and permitted assigns. The Obligors authorize the Collateral Agent to delegate in writing to another Person any power and authority of the Collateral Agent under this power of attorney as may be necessary or desirable in the opinion of the Collateral Agent, and to revoke or suspend such delegation.

Section 3.7 Dealing with the Collateral.

(1)

The Collateral Agent and the Secured Parties are not obliged to exhaust their recourse against the Obligors or any other Person or against any other security they may hold in respect of the Secured Obligations before realizing upon or otherwise dealing with the Collateral in such manner as the Collateral Agent may consider desirable.

(2)

The Collateral Agent and the Secured Parties may grant extensions or other indulgences, take and give up securities, accept compositions, grant releases and discharges and otherwise deal with the Obligors and with other Persons, sureties or securities as they may see fit without prejudice to the Secured Obligations, the liability of the Obligors or the rights of the Collateral Agent and the Secured Parties in respect of the Collateral.

(3)

Except as otherwise provided by law or this Agreement, the Collateral Agent and the Secured Parties are not (i) liable or accountable for any failure to collect, realize or obtain payment in respect of the Collateral, (ii) bound to institute proceedings for the purpose of collecting, enforcing, realizing or

- 18 -

obtaining payment of the Collateral or for the purpose of preserving any rights of any Persons in respect of the Collateral, (iii) responsible for any loss occasioned by any sale or other dealing with the Collateral or by the retention of or failure to sell or otherwise deal with the Collateral, or (iv) bound to protect the Collateral from depreciating in value or becoming worthless.

Section 3.8 Standards of Sale.

Without prejudice to the ability of the Collateral Agent to dispose of the Collateral in any manner which is commercially reasonable, the Obligor acknowledges that:

	(a)		the Collateral may be disposed of in whole or in part;

	(b)		the Collateral may be disposed of by public auction, public tender or private contract, with or without advertising and without any other formality;

	(c)		any assignee of such Collateral may be the Collateral Agent, a Secured Party or a customer of any such Person;

	(d)		any sale conducted by the Collateral Agent will be at such time and place, on such notice and in accordance with such procedures as the Collateral Agent, in its sole discretion, may deem advantageous;

	(e)		the Collateral may be disposed of in any manner and on any terms necessary to avoid violation of applicable law (including compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that the prospective bidders and purchasers have certain qualifications, and restrict the prospective bidders and purchasers to Persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of the Collateral) or in order to obtain any required approval of the disposition (or of the resulting purchase) by any governmental or regulatory authority or official;

	(f)		a disposition of the Collateral may be on such terms and conditions as to credit or otherwise as the Collateral Agent, in its sole discretion, may deem advantageous; and

	(g)		the Collateral Agent may establish an upset or reserve bid or price in respect of the Collateral.

- 19 -

Section 3.9 Dealings by Third Parties.

(1)

No Person dealing with the Collateral Agent, any of the Secured Parties or an agent or receiver is required to determine (i) whether the Security Interest has become enforceable, (ii) whether the powers which such Person is purporting to exercise have become exercisable, (iii) whether any money remains due to the Collateral Agent or the Secured Parties by the Obligors, (iv) the necessity or expediency of the stipulations and conditions subject to which any sale or lease is made, (v) the propriety or regularity of any sale or other dealing by the Collateral Agent or any Secured Party with the Collateral, or (vi) how any money paid to the Collateral Agent or the Secured Parties have been applied.

(2)

Any bona fide purchaser of all or any part of the Collateral from the Collateral Agent or any receiver or agent will hold the Collateral absolutely, free from any claim or right of whatever kind, including any equity of redemption, of any of the Obligors, which it specifically waives (to the fullest extent permitted by law) as against any such purchaser together with all rights of redemption, stay or appraisal which such Obligor has or may have under any rule of law or statute now existing or hereafter adopted.

ARTICLE 4
REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 4.1 General Representations, Warranties and Covenants.

The Obligors represent and warrant and covenant and agree, acknowledging and confirming that the Collateral Agent and each Secured Party is relying on such representations, warranties, covenants and agreements, that:

	(a)		Continuous Perfection. The Perfection Certificate sets out each of the Obligor’s place of business or, if more than one, each Obligor’s chief executive office. Other than in the case of Novelis No. 1 Limited Partnership, such place of business or chief executive office, as the case may be, has been located at such address for the 60 days immediately preceding the date of this Agreement. The Perfection Certificate also sets out the address at which the books and records of the Obligor are located, the address at which senior management of the Obligor are located and conduct their deliberations and make their decisions with respect to the business of each Obligor and the address from which the invoices and accounts of each Obligor are issued.

	(b)		Additional Security Perfection and Protection of Security Interest. The Obligors will grant to the Collateral Agent, for the benefit of the Secured Parties, security interests, assignments, mortgages, charges,

- 20 -

			hypothecations and pledges in such property and undertaking of such Obligor that is not subject to a valid and perfected first ranking security interest (subject only to Permitted Liens), other than the Excluded Securities Accounts in respect of which a securities intermediary may have a prior ranking interest, constituted by the Security Documents, in each relevant jurisdiction as determined by the Collateral Agent. The Obligors will perform all acts, execute and deliver all agreements, documents and instruments and take such other steps as are requested by the Collateral Agent at any time to register, file, signify, publish, perfect, maintain, protect, and enforce the Security Interest including: (i) executing, recording and filing of financing or other statements, and paying all taxes, fees and other charges payable, (ii) placing notations on its books of account to disclose the Security Interest, (iii) delivering or using its commercially reasonable efforts to deliver, as applicable, acknowledgements, confirmations and subordinations that may be necessary to ensure that the Security Documents constitute a valid and perfected first ranking security interest (subject only to Permitted Liens), other than the Excluded Securities Accounts in respect of which a securities intermediary may have a prior ranking interest, (iv) executing and delivering any agreements, documents and instruments that may be needed as a result of the coming into force of the Securities Transfer Act (Ontario) and (v) delivering opinions of counsel in respect of matters contemplated by this paragraph. The documents and opinions contemplated by this paragraph must be in form and substance satisfactory to the Collateral Agent.

	(c)		Confirmation of Registerable Intellectual Property. The Perfection Certificate lists all Registerable Intellectual Property that is owned by each of the Obligors on the date of this Agreement. Upon the request of the Collateral Agent, the Obligors shall deliver to the Collateral Agent a Confirmation of Security Interest in the form of Schedule “C” in respect of all Registerable Intellectual Property now owned, and subsequently when acquired after the date hereof, confirming the assignment for security of such Registerable Intellectual Property to the Collateral Agent and shall within 30 days or such longer period as may be determined by the Collateral Agent in its sole discretion make all filings, registrations and recordings as are necessary or appropriate to perfect the Security Interest granted to the Collateral Agent in the Registerable Intellectual Property.

	(d)		Location of Property. None of the Obligors other than the Canadian Borrower and 4260848 Canada Inc., in its capacity as general partner of

- 21 -

			Novelis No. 1 Limited Partnership has any tangible property located outside of Ontario. The Canadian Borrower does not hold any tangible property outside of Ontario, Quebec, British Columbia and Alberta. 4260848 Canada Inc., in its capacity as general partner of Novelis No. 1 Limited Partnership does not hold any tangible property outside of Quebec and Ontario.

	(e)		Control Agreements. Other than as contemplated by Section 4.1(b), none of the Obligors will grant control to any party other than the Collateral Agent and, subject to the terms of the Intercreditor Agreement, the Term Credit Agents, in respect of any investment property.

ARTICLE 5
GENERAL

Section 5.1 Notices.

Any notices, directions or other communications provided for in this Agreement must be in writing and given in accordance with the Credit Agreement, for the Canadian Borrower, or the Guarantee, for any of the Guarantors.

Section 5.2 Discharge.

The Security Interest will be discharged upon, but only upon, (i) full and indefeasible payment and performance of the Secured Obligations, and (ii) the Collateral Agent and the Secured Parties having no Commitments under any Credit Document. Upon discharge of the Security Interest and at the request and expense of the Obligors, the Collateral Agent will execute and deliver to each of the Obligors such releases, discharges, financing statements and other documents or instruments as the Obligors may reasonably require and the Collateral Agent will redeliver to the Obligors, or as the Obligors may otherwise direct the Collateral Agent, any Collateral in its possession.

Section 5.3 No Merger, Survival of Representations and Warranties.

This Agreement does not operate by way of merger of any of the Secured Obligations and no judgment recovered by the Collateral Agent or any of the Secured Parties will operate by way of merger of, or in any way affect, the Security Interest, which is in addition to, and not in substitution for, any other security now or hereafter held by the Collateral Agent and the Secured Parties in respect of the Secured Obligations. The representations, warranties and covenants of the Obligors in this Agreement survive the execution and delivery of this Agreement and any advances under the Credit Agreement. Notwithstanding any investigation made by

- 22 -

or on behalf of the Collateral Agent or the Secured Parties these covenants, representations and warranties continue in full force and effect.

Section 5.4 Further Assurances.

The Obligors will do all acts and things and execute and deliver, or cause to be executed and delivered, all agreements, documents and instruments that the Collateral Agent may require and take all further steps relating to the Collateral or any other property or assets of the Obligors that the Collateral Agent may require for (i) protecting the Collateral, (ii) perfecting the Security Interest, and (iii) exercising all powers, authorities and discretions conferred upon the Collateral Agent. After the Security Interest becomes enforceable, the Obligors will do all acts and things and execute and deliver all documents and instruments that the Collateral Agent may require for facilitating the sale or other disposition of the Collateral in connection with its realization.

Section 5.5 Supplemental Security.

This Agreement is in addition to, without prejudice to and supplemental to all other security now held or which may hereafter be held by the Collateral Agent or the Secured Parties.

Section 5.6 Successors and Assigns.

This Agreement is binding on the Obligors and their successors and permitted assigns, and enures to the benefit of the Collateral Agent, the Secured Parties and their respective successors and assigns. This Agreement may be assigned by the Collateral Agent without the consent of, or notice to, the Obligors, to such Person as the Collateral Agent may determine and, in such event, such Person will be entitled to all of the rights and remedies of the Collateral Agent as set forth in this Agreement or otherwise. In any action brought by an assignee to enforce any such right or remedy, the Obligors will not assert against the assignee any claim or defence which the Obligors now have or may have against the Collateral Agent or any of the Secured Parties. The Obligors may not assign, transfer or delegate any of their rights or obligations under this Agreement without the prior written consent of the Collateral Agent which may be unreasonably withheld.

Section 5.7 Amalgamation.

Each Obligor acknowledges and agrees that in the event it amalgamates with any other corporation or corporations, it is the intention of the parties that the Security Interest (i) subject to Section 2.4, extends to: (A) all of the property and undertaking that any of the amalgamating corporations then owns, (B) all of the property and undertaking that the amalgamated corporation thereafter acquires, (C) all of the property and undertaking in which any of the amalgamating corporations then has any interest and (D) all of the property and undertaking in which the amalgamated corporation thereafter acquires any interest; and (ii) secures

- 23 -

the payment and performance of all debts, liabilities and obligations, present or future, direct or indirect, absolute or contingent, matured or unmatured, at any time or from time to time due or accruing due and owing by or otherwise payable by each of the amalgamating corporations and the amalgamated corporation to the Secured Parties in any currency, however or wherever incurred, and whether incurred alone or jointly with another or others and whether as principal, guarantor or surety and whether incurred prior to, at the time of or subsequent to the amalgamation. The Security Interest attaches to the additional collateral at the time of amalgamation and to any collateral thereafter owned or acquired by the amalgamated corporation when such becomes owned or is acquired. Upon any such amalgamation, the defined term “Obligors” shall include, collectively, each of the amalgamating corporations and the amalgamated corporation, the defined term “Collateral” means all of the property and undertaking and interests described in (i) above, and the defined term “Secured Obligations” means the obligations described in (ii) above.

Section 5.8 Severability.

If any court of competent jurisdiction from which no appeal exists or is taken, determines any provision of this Agreement to be illegal, invalid or unenforceable, that provision will be severed from this Agreement and the remaining provisions will remain in full force and effect.

Section 5.9 Amendment.

This Agreement may only be amended, supplemented or otherwise modified by written agreement executed by the Collateral Agent (with the consent of the Required Secured Parties) and the Obligors.

Section 5.10 Waivers, etc.

(1)

No consent or waiver by the Collateral Agent or the Secured Parties in respect of this Agreement is binding unless made in writing and signed by an authorized officer of the Collateral Agent (with the consent of the Required Secured Parties). Any consent or waiver given under this Agreement is effective only in the specific instance and for the specific purpose for which given. No waiver of any of the provisions of this Agreement constitutes a waiver of any other provision.

(2)

A failure or delay on the part of the Collateral Agent or the Secured Parties in exercising a right under this Agreement does not operate as a waiver of, or impair, any right of the Collateral Agent or the Secured Parties however arising. A single or partial exercise of a right on the part of the Collateral Agent or the Secured Parties does not preclude any other or further exercise of that right or the exercise of any other right by the Collateral Agent or the Secured Parties.

- 24 -

Section 5.11 Application of Proceeds of Security.

All monies collected by the Collateral Agent upon the enforcement of the Collateral Agent’s or the Secured Parties’ rights and remedies under the Security Documents and the Liens created by them including any sale or other disposition of the Collateral, together with all other monies received by the Collateral Agent and the Secured Parties under the Security Documents, will be applied as provided in the Credit Agreement. To the extent any other Credit Document requires proceeds of collateral under such Credit Document to be applied in accordance with the provisions of this Agreement, the Collateral Agent or holder under such other Credit Document shall apply such proceeds in accordance with this Section.

Section 5.12 Conflict.

(1)

Subject to Subsection (2) below, in the event of any conflict between the provisions of this Agreement and the provisions of the Credit Agreement which cannot be resolved by both provisions being complied with, the provisions contained in the Credit Agreement will prevail to the extent of such conflict.

(2)

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST 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, DATED AS OF JULY 6, 2007 (AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”, AMONG NOVELIS INC., A CORPORATION FORMED UNDER THE CANADA BUSINESS CORPORATIONS ACT, NOVELIS CORPORATION, A TEXAS CORPORATION, NOVELIS PAE CORPORATION, A DELAWARE CORPORATION, NOVELIS FINANCES USA LLC, A DELAWARE LIMITED LIABILITY COMPANY, NOVELIS SOUTH AMERICA HOLDINGS LLC, A DELAWARE LIMITED LIABILITY COMPANY, ALUMINUM UPSTREAM HOLDINGS LLC, A DELAWARE LIMITED LIABILITY COMPANY, NOVELIS UK LTD, A LIMITED LIABILITY COMPANY INCORPORATED UNDER THE LAWS OF ENGLAND AND WALES WITH REGISTERED NUMBER 00279596, AND NOVELIS AG, A STOCK CORPORATION (AG) ORGANIZED UNDER THE LAWS OF SWITZERLAND, HOLDINGS, THE SUBSIDIARIES OF HOLDINGS FROM TIME TO TIME PARTY THERETO, ABN AMRO BANK N.V., AS ADMINISTRATIVE AGENT, FOR THE REVOLVING CREDIT LENDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT), LASALLE BUSINESS CREDIT, LLC, AS COLLATERAL

- 25 -

AGENT FOR THE REVOLVING CREDIT CLAIMHOLDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT) AND AS FUNDING AGENT, ABN AMRO BANK N.V., ACTING THROUGH ITS CANADIAN BRANCH, AS CANADIAN ADMINISTRATIVE AGENT FOR THE REVOLVING CREDIT LENDERS AND AS CANADIAN FUNDING AGENT, AND UBS AG, STAMFORD BRANCH, AS ADMINISTRATIVE AGENT FOR THE TERM LOAN LENDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT), AND AS COLLATERAL AGENT FOR THE TERM LOAN CLAIMHOLDERS (AS 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.

Section 5.13 Governing Law.

This Agreement will be governed by, interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

IN WITNESS WHEREOF the Obligors have executed this Agreement.

AV ALUMINUM INC.

NOVELIS INC.

NOVELIS CAST HOUSE TECHNOLOGY LTD.

4260848 CANADA INC.

4260856 CANADA INC.

NOVELIS NO. 1 LIMITED
PARTNERSHIP, by its general partner,
4260848 CANADA INC.

SCHEDULE “A”
INSTRUMENTS AND SECURITIES

SECURITIES

No.

Record

Shares

Owner

No. of

Covered

(Beneficial

Shares or

Type of

Owner, if

Interests

Percentage

Warrants;

Issuer

Organization

different)

Certificate No.

Owned

Outstanding

Ownership

Options

Novelis Inc.

Xxxxxxxx

XX000000

75,415,536

77,459,658

100%

None

Corporation

Aluminum

common

Inc.

2,044,122

common

Novelis

Texas

Novelis

4,945

100%

None

Corporation

Inc.

common

Novelis Cast House Technology Ltd.

Ontario Corporation

Novelis Inc.

200 common shares

100%

None

Novelis

Delaware

Novelis

1 share

100%

None

Finances

Limited

Inc.

USA LLC

Liability

Company

Novelis Foil

French

Novelis

N/A

3,127,500

100%

None

France SAS

Société par

Inc.

Action

Simplifiée

Novelis Europe Holdings Limited

Private company limited by shares

Novelis Inc.

61,238,501 ordinary shares

165,631,965 ordinary shares

100%

None

84,393,463 ordinary shares

144,928,900 preferred shares

1 ordinary share

20,000,000

- 2 -

No.

Record

Shares

Owner

No. of

Covered

(Beneficial

Shares or

Type of

Owner, if

Interests

Percentage

Warrants;

Issuer

Organization

different)

Certificate No.

Owned

Outstanding

Ownership

Options

ordinary

144,928,900

preferred

Novelis

German

Novelis

N/A

25,000

100%

None

Aluminium

GmbH

Inc.

common

Beteiligungs GmbH

Novelis

French

Novelis

N/A

200,000

100%

None

Laminés

Société par

Inc.

France SAS

Action

Simplifiée

Novelis

French

Novelis

N/A

8,000

8,000 shares

100%

None

PAE SAS

Société par

Inc.

Action

Simplifiée

Novelis No.

Québec

Novelis

N/A

99.99%

None

1 Limited

Limited

Inc.

Partnership

(Limited

0.01%

Partner)

4260848

Canada Inc.

(General

Partner)

4260848

Canadian

Novelis

C-5

100

100 common

100%

None

Canada Inc.

Corporation

Inc.

common

4260856

Canadian

Novelis

C-5

100

100 common

100%

None

Canada Inc.

Corporation

Inc.

common

Aluminum

Malaysian

Novelis

N/A

78,234,054

134,330,848

58.24%

None

Company

Public

Inc.

ordinary

of Malaysia

Company

Berhad

limited by

shares listed

on the

Malaysian

Stock

Exchange

- 3 -

No.

Record

Shares

Owner

No. of

Covered

(Beneficial

Shares or

Type of

Owner, if

Interests

Percentage

Warrants;

Issuer

Organization

different)

Certificate No.

Owned

Outstanding

Ownership

Options

Novelis do

Brazilian

Novelis

N/A

120,130,999

120,131,000

99.99%

None

Brasil Ltda.

Limited

Inc.

quotas

Liability

Quota

Company

Novelis

Delaware

Novelis

N/A

1 share

100%

None

South

Limited

Inc.

America

Liability

Holdings

Company

LLC

Novelis

Korean

4260856

Ahje00006~9

47,631

136,640

40.74%

None

Korea Limited

Company, Limited

Canada Inc.

Saje000017~23

(except

Maje000030~35

(including 19,735

Treasury Stock)

[Note to draft: to be

Daje000032~34

Treasury Stock)

confirmed
by Korean counsel]

Gaje000065

Ahje00003~5

31,755

27.16%

4260848

Saje000016

(except

Canada Inc.

Maje000023~29

Treasury

Daje000027~31

Stock)

Gaje000060~64

INSTRUMENTS

- 4 -

TRANSFER RESTRICTIONS

SCHEDULE “B”
PERFECTION CERTIFICATE

Perfection Certificate

(See Supplemental Vol. #1, Tab # 2.)

SCHEDULE “C”
FORM OF CONFIRMATION OF SECURITY INTEREST IN INTELLECTUAL
PROPERTY

WHEREAS:

[Name of Relevant Obligor] (the “Debtor”), a corporation incorporated and existing under the laws of • with offices at [address], is the owner of the [trade-marks/patents/copyrights/industrial designs] set forth in Exhibit “A” hereto, the registrations and applications for the [trade-marks/patents/copyrights/industrial designs] identified therein and the underlying goodwill associated with such [trade-marks/patents/copyrights/industrial designs] (collectively, the “[Trade-Marks/ Patents/Copyrights/Industrial Designs]”); and

UBS AG, Stamford Branch, as agent for certain lenders (the “Collateral Agent”), with offices at [address], has entered into an agreement with the Debtor, as reflected by a separate document entitled the “Security Agreement” dated as of the [•] day of •, 2007 by which the Debtor granted to the Collateral Agent, a security interest in certain property, including the [Trade-Marks/Patents/Copyrights/Industrial Designs], in consideration of the provision of certain credit facilities to certain companies which are the wholly-owned subsidiaries of the Debtor;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged and in accordance with the terms and obligations set forth in the Security Agreement, the Debtor confirms the grant to the Collateral Agent of a security interest in and to the [Trade-Marks/Patents/Copyrights/Industrial Designs],

DATED at on this [•] day of [•], [•].


[NAME OF RELEVANT OBLIGOR]

Per:


Authorized Signing Officer

EXHIBIT “A”
TRADE-MARKS/PATENTS/COPYRIGHTS/INDUSTRIAL DESIGNS

EXHIBIT M-3

Form of
U.K. SECURITY AGREEMENT

[See Tab # E.1-3, 5.]

EXHIBIT M-3-1

EXECUTION COPY

Dated 6 July 2007

Between

NOVELIS UK LTD

NOVELIS EUROPE HOLDINGS LIMITED

as Original Chargors

and

UBS AG, STAMFORD BRANCH

as Collateral Agent

GUARANTEE AND SECURITY AGREEMENT

This Deed is entered into subject to
the terms of a Credit Agreement
and an Intercreditor Agreement dated
on or about the date hereof

Skadden, Arps, Slate, Xxxxxxx & Xxxx (UK) LLP
00 Xxxx Xxxxxx
Xxxxxx Xxxxx
Xxxxxx X00 0XX

CONTENTS


Clause	Page

1. INTERPRETATION		1
2. GUARANTEE		7
3. CREATION OF SECURITY		9
4. REPRESENTATIONS — GENERAL		14
5. RESTRICTIONS ON DEALINGS		15
6. LAND		15
7. INVESTMENTS		19
8. INTELLECTUAL PROPERTY		23
9. ACCOUNTS		24
10. RELEVANT CONTRACTS		26
11. PLANT AND MACHINERY		27
12. WHEN SECURITY BECOMES ENFORCEABLE		28
13. ENFORCEMENT OF SECURITY		28
14. ADMINISTRATOR		30
15. RECEIVER		30
16. POWERS OF RECEIVER		31
17. APPLICATION OF PROCEEDS		33
18. TAXES, EXPENSES AND INDEMNITY		34
19. DELEGATION		34
20. FURTHER ASSURANCES		34
21. POWER OF ATTORNEY		35
22. PRESERVATION OF SECURITY		35
23. MISCELLANEOUS		37
24. LOAN PARTIES		38
25. RELEASE		39
26. COUNTERPARTS		39
27. NOTICES		39
28. GOVERNING LAW		40
29. ENFORCEMENT		41
SCHEDULE 1 Security Assets		42
PART 1 Real Property		42
PART 2 Charged Shares		44
PART 3 Specific Plant and Machinery		44
PART 4 Security Contracts		44
PART 5 Specific Intellectual Property		45
PART 6 Security Accounts		45
SCHEDULE 2 Forms of Letter for Security Accounts		47
PART 1 Notice to Account Bank		47
PART 3 Letter for Operation of Security Accounts		51
SCHEDULE 3 Forms of Letter for Insurance Policies		53
PART 1 Form of Notice of Assignment		53
PART 2 Form of Letter of Undertaking		55
SCHEDULE 4 Forms of Letter for Primary Contracts		56
PART 1 Notice to Counterparty		56
PART 2 Acknowledgement of Counterparty		58


	Page
SCHEDULE 5 Form of Deed of Accession		59
SCHEDULE		61
PART 1 Real Property		61
PART 2 Charged Shares		61
PART 3 Specific Plant and Machinery		61
PART 4 Security Contracts		61
PART 5 Specific Intellectual Property		61
PART 6 Security Accounts		62

iii

THIS DEED is dated 6 July 2007

BETWEEN:

(1)		NOVELIS UK LTD (registered number 00279596) with its registered office at Xxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx, XX00 0XX (Novelis UK);

(2)		NOVELIS EUROPE HOLDINGS LIMITED (registered number 05308334) with its registered office at Xxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx, XX00 0XX (Novelis Europe and together with Novelis UK, the Original Chargors); and

(3)		UBS AG, STAMFORD BRANCH as agent and trustee for the Secured Parties referred to below (the Collateral Agent).

BACKGROUND:

(A)		Each Chargor enters into this Deed in connection with the Credit Agreement (as defined below).

(B)		It is intended that this document takes effect as a deed notwithstanding the fact that a party may only execute this document under hand.

IT IS AGREED as follows:

1.		INTERPRETATION

1.1		Definitions

		In this Deed:

		Account Bank means a bank with whom a Security Account is maintained.

		Act means the Law of Property Xxx 0000.

		Acquisition Document means in relation to any Chargor, any agreement under which it acquires or disposes of a business or part of a business (either by share or asset sale) and under which the aggregate consideration payable at anytime is in excess of £250,000.

		Additional Chargor means a member of the Group which becomes a Chargor by executing a Deed of Accession.

		Administrator means any administrator appointed in respect of any Chargor (whether by the Collateral Agent, or a court or otherwise).

		Cash Management Document means in relation to any Chargor, any agreement between two or more members of the Group to which it is a party that provides for any cash pooling, set-off or netting arrangement, including the European Cash Pooling Arrangements.

		Chargor means an Original Chargor and any Additional Chargor.

		Charged Shares means all shares in any member of the Group incorporated in England and Wales from time to time issued to a Chargor or held by any nominee on its behalf.

		Charged Company means each member of the Group from time to time whose shares are subject to the Security under this Deed.

		Credit Agreement means the Credit Agreement dated on or about the date hereof, between, amongst others, Novelis Inc. As Canadian Borrower, Novelis Corporation As U.S. Borrower, Av Aluminum Inc., As Holdings, and the Other Guarantors party thereto, the Lenders party thereto and UBS AG, Stamford Branch, as Administrative Agent and Collateral Agent.

		Deed of Accession means a deed substantially in the form of Schedule 5 (Form of Deed of Accession).

		Discharge Date means the date on which the Administrative Agent is satisfied that all of the Term Loan Obligations (as defined in the Intercreditor Agreement) have been irrevocably paid and discharged.

		Excluded Leasehold Property means in relation to any Chargor, the leasehold property specified in Part 1B of Schedule 1 (Security Assets) opposite its name.

		Excluded Real Property means in relation to any Chargor:

	(a)		the freehold property specified in Part 1B of Schedule 1 (Security Assets) opposite its name;

	(b)		its Excluded Leasehold Property; and

	(c)		any real property acquired by that Chargor after the date of this Deed which that Chargor and the Collateral Agent have designated an Excluded Real Property.

		Fixtures means all fixtures and fittings (including trade fixtures and fittings) and fixed plant and machinery included in a Chargor’s Mortgaged Property.

		Group means the Original Chargors and their Affiliates from time to time.

		Intercompany Document means in relation to any Chargor, any agreement with any other member of the Group under which the aggregate consideration payable at anytime is in excess of £250,000.

		Investments means:

	(a)		the Charged Shares; and

	(b)		all other shares, stocks, debentures, bonds, warrants, coupons and other securities and investments,

		which a Chargor purports to mortgage or charge under this Deed.

		Mortgaged Property means all freehold and leasehold property which a Chargor purports to mortgage or charge under this Deed.

		Original Property means any freehold or leasehold property specified in Part 1A of Schedule 1 (Security Assets).

		Party means a party to this Deed.

		Plant and Machinery means any plant, machinery, computers, office equipment or vehicles which a Chargor purports to mortgage or charge under this Deed.

		Premises means all buildings and erections included in a Chargor’s Mortgaged Property.

		Primary Contract means in relation to any Chargor:

	(a)		any agreement specified in Part 4A of Schedule 1 (Security Assets) opposite its name or in Part 4A of the schedule to any Deed of Accession by which it became party to this Deed;

	(b)		any other agreement to which that Chargor is a party and which that Chargor and the Collateral Agent have designated a Primary Contract;

	(c)		any Acquisition Document;

	(d)		any Cash Management Document;

	(e)		any Hedging Agreement;

	(f)		any Intercompany Document;

	(g)		any letter of credit issued in its favour under which the aggregate consideration payable at anytime is in excess of £100,000; or

	(h)		any xxxx of exchange or other negotiable instrument held by it.

		Receiver means an administrative receiver, a receiver and manager or a receiver, in each case, appointed under this Deed.

		Related Rights means in relation to any Investment:

	(a)		the proceeds of sale of the whole or any part of that asset or any monies and proceeds paid or payable in respect of that asset;

	(b)		all rights under any licence, agreement for sale, option or lease in respect of that asset; and

	(c)		all rights, benefits, claims, contracts, warranties, remedies, security indemnities or covenants for title

	(d)		in respect of that asset.

		Report on Title means any report or certificate on title on the Mortgaged Property provided to the Collateral Agent, together with confirmation from the provider of that Report that it can be relied upon by the Secured Parties.

		Revolving Credit Collateral Release Date means in relation to any Chargor the date on which the Security Interests granted by that Chargor over the Revolving Credit Priority Collateral to the Revolving Credit Collateral Agent have been irrevocably and unconditionally released, revoked, re-transferred or otherwise become unenforceable.

		Revolving Credit Security Agreement means the Guarantee and Security Agreement dated on or about the date hereof between the Chargors and the Revolving Credit Collateral Agent.

Secondary Contract means in relation to any Chargor:

	(a)		any agreement specified in Part 4B of Schedule 1 (Security Assets) opposite its name or in Part 4B of the schedule to any Deed of Accession by which it became party to this Deed;

	(b)		any other agreement to which that Chargor is a party and which that Chargor and the Collateral Agent have designated a Secondary Contract; and

	(c)		any other agreement (other than a Primary Contract) entered into after the date of this Deed under which the aggregate consideration payable at anytime is in excess of £250,000.

		Security means any Security Interest created, evidenced or conferred by or under this Deed or any Deed of Accession.

		Security Account means in relation to any Chargor:

	(a)		any account specified in Part 6 of Schedule 1 (Security Assets) opposite its name or in Part 6 of the schedule to any Deed of Accession by which it became party to this Deed; and

	(b)		any other account which it purports to charge under this Deed.

		Security Assets means any and all assets of each Chargor that are the subject of this Security.

		Security Contracts means in relation to any Chargor, its Primary Contracts and its Secondary Contracts.

		Security Interest means any mortgage, pledge, lien, charge (fixed or floating), assignment, hypothecation, set-off or trust arrangement for the purpose of creating security, reservation of title or security interest or any other agreement or arrangement having a similar effect.

		Security Period means the period beginning on the date of this Deed and ending on the Discharge Date.

		Security Trust Deed means the Security Trust Deed dated on or about the date of this Deed and entered into between, amongst others, the Collateral Agent, the Administrative Agent and the Chargors.

1.2

Construction

	(a)		Capitalised terms defined in the Credit Agreement have, unless expressly defined in this Deed, the same meaning in this Deed.

	(b)		an “agreement” includes any legally binding arrangement, agreement, contract, deed or instrument (in each case whether oral or written);

	(c)		an “amendment” includes any amendment, supplement, variation, waiver, novation, modification, replacement or restatement (however fundamental) and “amend” and “amended” shall be construed accordingly;

	(d)		“assets” includes properties, assets, businesses, undertakings, revenues and rights of every kind (including uncalled share capital), present or future, actual or contingent, and any interest in any of the above;

	(e)		a “consent” includes an authorisation, permit, approval, consent, exemption, licence, order, filing, registration, recording, notarisation, permission or waiver;

	(f)		references to an Event of Default being “continuing” means that such Event of Default has occurred or arisen and has not been expressly waived in writing by the by the Collateral Agent or Administrative Agent (as appropriate);

	(g)		a “disposal” includes any sale, transfer, grant, lease, licence or other disposal, whether voluntary or involuntary and “dispose” will be construed accordingly;

	(h)		“including” means including without limitation and “includes” and “included” shall be construed accordingly;

	(i)		“indebtedness” includes any obligation (whether incurred as principal, guarantor or surety and whether present or future, actual or contingent) for the payment or repayment of money;

	(j)		“losses” includes losses, actions, damages, payments, claims, proceedings, costs, demands, expenses (including legal and other fees) and liabilities of any kind and “loss” shall be construed accordingly;

	(k)		a “person” includes any individual, trust, firm, fund, company, corporation, partnership, joint venture, government, state or agency of a state or any undertaking or other association (whether or not having separate legal personality) or any two or more of the foregoing; and

	(l)		a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but if not having the force of law compliance with which is customary) of any governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation.

	(m)		In this Deed, unless a contrary intention appears:

	(i)		a reference to any person includes a reference to that person’s permitted successors, assignees and transferees and, in the case of the Collateral Agent and the Administrative Agent, any person for the time being appointed as Collateral Agent or Administrative Agent (as appropriate) in accordance with the Loan Documents, and in the case of the Collateral Agent and any Receiver, any Delegate of the Collateral Agent or Receiver (as appropriate);

	(ii)		references to Clauses, Subclauses and Schedules are references to, respectively, clauses and subclauses of and schedules to this Deed and references to this Deed include its schedules;

	(iii)		a reference to (or to any specified provision of) any agreement is to that agreement (or that provision) as amended from time to time;

	(iv)		a reference to a statute, statutory instrument or provision of law is to that statute, statutory instrument or provision of law, as it may be applied, amended or re-enacted from time to time;

	(v)		the index to and the headings in this Deed are for convenience only and are to be ignored in construing this Deed;

	(vi)		references to “with full title guarantee” are to be construed as provided for in the Law of Property (Miscellaneous Provisions) Xxx 0000; and

	(vii)		words imparting the singular include the plural and vice versa.

	(n)		The term:

			certificated has the meaning given to it in the Uncertificated Securities Regulations 2001; and

			clearance system means a person whose business is or includes the provision of clearance services or security accounts or any nominee or depository for that person.

	(o)		Any covenant of a Chargor under this Deed (other than a payment obligation) remains in force during the Security Period and is given for the benefit of each Secured Party.

	(p)		The terms of the other Loan Documents and of any side letters between any Parties in relation to any Loan Document (as the case may be) are incorporated in this Deed to the extent required to ensure that any purported disposition of any freehold or leasehold property contained in this Deed is a valid disposition in accordance with section 2(1) of the Law of Property (Miscellaneous Provisions) Xxx 0000.

	(q)		Without prejudice to any other provision of this Deed, the Collateral Agent shall be entitled to retain this Deed and not to release any of the Security Assets if the Collateral Agent, acting reasonably, considers that an amount paid to a Secured Party under a Loan Document is capable of being avoided or otherwise set aside on the liquidation or administration of the payer or otherwise, and any amount so paid will not be considered to have been irrevocably paid for the purposes of this Deed.

	(r)		Unless the context otherwise requires, a reference to a Security Asset or any type or description of a Security Asset includes:

	(i)		any part of that Security Asset; and

	(ii)		any present and future assets of that type.

1.3

Third Party Rights

	(a)		Unless expressly provided to the contrary in this Deed, a person who is not a party to this Deed may not enforce any of its terms under the Contracts (Rights of Third Parties) Xxx 0000.

	(b)		Notwithstanding any term of this Deed, the consent of any third party is not required to rescind, vary, amend or terminate this Deed at any time.

1.4		Intercreditor Agreement Governs

		NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE SECURITY INTERESTS 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 OR ANY RECIEVER OR OTHER SECURED PARTIES HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. 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.

2.		GUARANTEE

2.1		Guarantee

		Each Chargor irrevocably and unconditionally jointly and severally:

	(i)		guarantees as principal obligor to the Collateral Agent due and punctual performance by each Loan Party of all of the Secured Obligations now or in the future due, owing or incurred by it;

	(ii)		undertakes with the Collateral Agent that whenever another Loan Party does not pay or discharge any Secured Obligation now or in the future due, owing or incurred by that Loan Party, it shall immediately on the Collateral Agent’s written demand pay or discharge such Secured Obligation as if it was the principal obligor; and

	(iii)		indemnifies the Collateral Agent immediately on written demand against any cost, loss or liability suffered by the Collateral Agent or other Secured Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which the Collateral Agent or other Secured Party would otherwise have been entitled to recover.

2.2		Continuing Guarantee

		This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Loan Party under the Loan Documents, regardless of any intermediate payment or discharge in whole or in part.

2.3		Reinstatement

		If any payment by a Loan Party or any discharge given by the Collateral Agent or Secured Party (whether in respect of the obligations of any Loan Party or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event:

	(a)		the liability of each Loan Party shall continue as if the payment, discharge, avoidance or reduction had not occurred; and

	(b)		the Collateral Agent and each other Secured Party shall be entitled to recover the value or amount of that security or payment from each Loan Party, as if the payment, discharge, avoidance or reduction had not occurred.

2.4		Waiver of defences

		The obligations of each Chargor under this Clause 2 (Guarantee) will not be affected by an act, omission, matter or thing which, but for this Clause 2 (Guarantee), would reduce, release or prejudice any of its obligations under this Clause 2 (Guarantee) (without limitation and whether or not known to it or any Secured Party) including:

	(i)		any time, waiver or consent granted to, or composition with, any Loan Party or other person;

	(ii)		the release of any other Loan Party or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

	(iii)		the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Loan Party or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

	(iv)		any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Loan Party or any other person;

	(v)		any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature) or replacement of a Loan Document or any other document or security;

	(vi)		any unenforceability, illegality or invalidity of any obligation of any person under any Loan Document or any other document or security; or

	(vii)		any insolvency or similar proceedings.

2.5

Demands

	(a)		The making of one demand under Clause 2.1 (Guarantee) shall not preclude the Collateral Agent from making any further demands.

	(b)		Any delay of the Collateral Agent in making a demand under Clause 2.1 (Guarantee) shall not be treated as a waiver of its rights to make such demand.

2.6		Chargor Intent

		Without prejudice to the generality of Clause 2.4 (Waiver of Defences), each Chargor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available

		from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

2.7		Immediate recourse

		Each Chargor waives any right it may have of first requiring the Collateral Agent or any Secured Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Chargor under this Clause 2 (Guarantee). This waiver applies irrespective of any law or any provision of a Loan Document to the contrary.

2.8		Deferral of Chargors’ rights

(a)

Until all amounts which may be or become payable by the Loan Parties under or in connection with the Loan Documents have been irrevocably paid in full and unless the Collateral Agent otherwise directs (in which case it shall take such action as it is directed), no Chargor will exercise any rights which it may have by reason of performance by it of its obligations under the Loan Documents:

	(i)		to be indemnified by a Loan Party;

	(ii)		to claim any contribution from any other Chargor of any Loan Party’s obligations under the Loan Documents; and/or

	(iii)		to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of any Secured Party under the Loan Documents or of any other guarantee or security taken pursuant to, or in connection with, the Loan Documents by any Secured Party.

(b)

If a Chargor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Secured Parties by the Loan Parties under or in connection with the Loan Documents to be repaid in full on trust for the Secured Parties and shall promptly pay or transfer the same to the Collateral Agent or as the Collateral Agent may direct.

2.9		Additional security

		This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Secured Party.

2.10		Credit Agreement

		The provisions of Sections 2.12 (with respect to Taxes), 2.15, 2.20, 2.22, 2.23 and 7.10 of the Credit Agreement are hereby incorporated, mutatis mutandi, and shall apply to this Agreement, the Chargors, the Lenders, the Collateral Agent and the Administrative Agent as if set forth herein.

3.		CREATION OF SECURITY

3.1		General

(a)

All this Security:

(i)

is created in favour of the Collateral Agent;

	(ii)		is security for the payment, discharge and performance of all the Secured Obligations; and

	(iii)		is made with full title guarantee in accordance with the Law of Property (Miscellaneous Provisions) Xxx 0000.

(b)

If a Chargor assigns or charges an agreement under this Deed and the assignment or charge breaches a term of that agreement because a third party’s consent has not been obtained:

	(i)		the Chargor must notify the Collateral Agent immediately;

	(ii)		unless the Collateral Agent otherwise requires, the Chargor must, and each other Chargor must ensure that the Chargor will, use all reasonable endeavours to obtain the consent as soon as practicable; and

	(iii)		the Chargor must promptly supply to the Collateral Agent a copy of the consent obtained by it.

	(c)		Each Chargor hereby acknowledges that all assets, right, interests and benefits which are now or in the future granted to the Collateral Agent pursuant to this Clause 3 or otherwise mortgaged, charged, assigned or otherwise granted to it under this Deed (or any other document in connection herewith) and all other rights, powers and discretions granted to or conferred upon the Collateral Agent under this Deed or the Loan Documents (or any other document in connection therewith) shall be held by the Collateral Agent on trust for the Secured Parties from time to time in accordance with the provisions of the Security Trust Deed.

	(d)		The fact that no or incomplete details of any Security Asset are inserted in Schedule 1 (Security Assets) or in the schedule to any Deed of Accession (if any) by which any Chargor became party to this Deed does not affect the validity or enforceability of this Security.

3.2

Land

(a)

Each Chargor charges:

	(i)		by way of a legal mortgage all estates or interests in any freehold or leasehold property owned by it (save for the Excluded Real Property) and all rights under any licence or other agreement or document which gives that Chargor a right to occupy or use property; this includes any specified in Part I of Schedule 1 (Security Assets) opposite its name or in Part 1 of the schedule to any Deed of Accession by which it became party to this Deed; and

	(ii)		(to the extent that they are not the subject of a mortgage under sub-paragraph (i) above) by way of fixed charge all estates or interests in any freehold or leasehold property owned by it (save for the Excluded Real Property) and all rights under any licence or other agreement or document which gives that Chargor a right to occupy or use property.

(b)

A reference in this Deed to any freehold or leasehold property includes:

	(i)		all buildings, erections, fixtures and fittings (including trade fixtures and fittings) and fixed plant and machinery on that property owned by the relevant Chargor; and

	(ii)		the benefit of any covenants for title given or entered into by any predecessor in title of the relevant Chargor in respect of that property and any moneys paid or payable in respect of those covenants.

3.3

Investments

(a)

Each Chargor charges:

	(i)		by way of a first legal mortgage the Charged Shares; this includes any Charged Shares specified in Part 2 of Schedule 1 (Security Assets) opposite its name or in Part 2 of the schedule to any Deed of Accession by which it became party to this Deed; and

	(ii)		(to the extent that they are not the subject of a mortgage under sub-paragraph (i) above) by way of a fixed charge its interest in all shares, stocks, debentures, bonds, warrants, coupons or other securities and investments (including all Cash Equivalents) owned by it or held by any nominee on its behalf.

(b)

A reference in this Deed to any share, stock, debenture, bond, warrant, coupon or other security or investment includes:

	(i)		any dividend, interest or other distribution paid or payable;

	(ii)		any right, money or property accruing, derived, incidental or offered at any time by way of redemption, substitution, exchange, bonus or preference, under option rights or otherwise;

	(iii)		any right against any clearance system;

	(iv)		any Related Rights; and

	(v)		any right under any custodian or other agreement,

		in relation to that share, stock, debenture, bond, warrant, coupon or other security or investment.

3.4		Plant and machinery

		Each Chargor charges by way of a fixed charge all plant, machinery, computers, office equipment or vehicles or interest specified in Part 3 of Schedule 1 (Security Assets) opposite its name or in Part 3 of the schedule to any Deed of Accession by which it became party to this Deed and any and all other plant, machinery, computers, office equipment or vehicles (or interest therein) owned by it.

3.5		Credit balances

		Each Chargor charges by way of a fixed charge all of its rights in respect of each amount standing to the credit of each account with any person, including its Security Accounts and the debt represented by that account.

3.6		Book debts etc.

		Each Chargor charges by way of a fixed charge:

	(a)		all of its book and other debts;

	(b)		all other moneys due and owing to it; and

	(c)		the benefit of all rights, securities and guarantees of any nature enjoyed or held by it in relation to any item under paragraph (a) or (b) above.

3.7

Insurance Policies

	(a)		Each Chargor assigns absolutely, subject to a proviso for re-assignment on redemption, all amounts payable to it under or in connection with each of its Insurance Policies and all of its rights in connection with those amounts.

	(b)		To the extent that they are not effectively assigned under paragraph (a) above, each Chargor charges by way of fixed charge all amounts and rights described in paragraph (a) above.

	(c)		A reference in this Subclause to any amounts excludes all amounts received or receivable under or in connection with any third party liability Insurance and required to settle a liability of a Loan Party to a third party.

3.8

Other contracts

	(a)		Each Chargor assigns absolutely, subject to a proviso for re-assignment on redemption, all of its rights in respect of its Primary Contracts.

	(b)		Without prejudice to the obligations of the Chargor under Clause 3.1(b), to the extent that any such right described in paragraph (a) above is not assignable or capable of assignment, the assignment of that right purported to be effected by paragraph (a) shall operate as an assignment of any damages, compensation, remuneration, profit, rent or income which that Chargor may derive from that right or be awarded or entitled to in respect of that right.

	(c)		To the extent that they do not fall within any other Subclause of this Clause and are not effectively assigned under paragraph (a) or (b) above, each Chargor charges by way of fixed charge all of its rights under each agreement and document to which it is a party, including, without limitation, its Secondary Contracts.

3.9		Intellectual property

		Each Chargor charges by way of a fixed charge all of its rights in respect of any Intellectual Property; this includes any specified in Part 5 of Schedule 1 (Security Assets) opposite its name or in Part 5 of the schedule to any Deed of Accession by which it became party to this Deed.

3.10		Miscellaneous

		Each Chargor charges by way of a fixed charge:

(a)

any beneficial interest, claim or entitlement it has to any assets of any pension fund;

	(b)		its goodwill;

	(c)		the benefit of any authorisation (statutory or otherwise) held in connection with its business or the use of any Security Asset;

	(d)		the right to recover and receive compensation which may be payable to it in respect of any authorisation referred to in paragraph (c) above; and

	(e)		its uncalled capital.

3.11

Floating charge

	(a)		Each Chargor charges by way of a floating charge all of its assets whatsoever and wheresoever not otherwise effectively mortgaged, charged or assigned under this Deed.

	(b)		Except as provided below, the Collateral Agent may by notice to a Chargor convert the floating charge created by that Chargor under this Deed into a fixed charge as regards any of that Chargor’s assets specified in that notice, if:

	(i)		an Event of Default is continuing;

	(ii)		the Collateral Agent considers those assets to be in danger of being seized or sold under any form of distress, attachment, execution or other legal process or to be otherwise in jeopardy; or

	(iii)		that Chargor fails to comply, or takes or threatens to take any action which, in the reasonable opinion of the Collateral Agent, is likely to result in it failing to comply with its obligations under paragraph (a) of Clause 5 (Restrictions on dealing).

(c)

The floating charge created under this Deed may not be converted into a fixed charge solely by reason of:

	(i)		the obtaining of a moratorium; or

	(ii)		anything done with a view to obtaining a moratorium,

	under section 1A of the Insolvency Xxx 0000.

(d)

The floating charge created under this Deed will (in addition to the circumstances in which the same will occur under general law) automatically convert into a fixed charge over all of each Chargor’s assets:

	(i)		if an administrator is appointed or the Collateral Agent receives notice of an intention to appoint an administrator; or

	(ii)		on the convening of any meeting of the members of that Chargor to consider a resolution to wind that Chargor up (or not to wind that Chargor up).

	(e)		The floating charge created under this Deed is a qualifying floating charge for the purpose of paragraph 14 of Schedule Bl to the Insolvency Xxx 0000.

	(f)		The giving by the Collateral Agent of a notice under paragraph (b) above in relation to any asset of a Chargor will not be construed as a waiver or

			abandonment of the Collateral Agent’s rights to give any other notice in respect of any other asset or of any other right of any other Secured Party under this Deed or any other Loan Document.

	(g)		Any charge which has been converted into a fixed charge in accordance with paragraphs (b) or (d) above may, by notice in writing given at any time by the Collateral Agent to the relevant Chargor, be reconverted into a floating charge in relation to the Security Assets specified in such notice.

4.		REPRESENTATIONS-GENERAL

4.1		Nature of security

		Each Chargor represents and warrants to each Secured Party that:

	(a)		this Deed creates those Security Interests it purports to create (save that the legal mortgage created in Clause 3.3(a)(i) will take effect in equity until such time as the Collateral Agent exercises its discretion under Clause 7.2(b)) and is not liable to be avoided or otherwise set aside on its liquidation or administration or otherwise;

	(b)		this Deed is its legal, valid and binding obligation and is enforceable against it in accordance with its terms;

	(c)		no authorisation, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for either:

	(i)		the pledge or grant by the Chargor of the Security purported to be created in favour of the Collateral Agent under this Deed; or

	(ii)		the exercise by the Collateral Agent of any rights or remedies in respect of the Security Assets (whether specifically granted or created under this Deed or created or provided for by applicable law); and

(d)

all actions and consents, including all filings, notices, registrations and recordings necessary for the exercise by the Collateral Agent of the voting or other rights provided for in this Deed or the exercise of remedies in respect of the Security Assets have been made or will be obtained within periods required to perfect the Security as against any third party.

4.2

Times for making representations and warranties

	(a)		The representations and warranties set out in this Deed (including in this Clause) are made by each Chargor.

	(b)		Each representation and warranty under this Deed is deemed to be repeated by:

	(i)		each Chargor which becomes party to this Deed of Accession, on the date on which that Chargor becomes a Chargor; and

	(ii)		each Chargor on each date during the Security Period.

(c)

When a representation and warranty is deemed to be repeated, it is deemed to be made by reference to the circumstances existing at the time of repetition.

5.		RESTRICTIONS ON DEALINGS

		No Chargor may:

	(a)		create or permit to subsist any Security Interest on any of its assets; or

	(b)		either in a single transaction or in a series of transactions and whether related or not and whether voluntarily or involuntarily sell, lease, transfer, redeem or otherwise dispose of all or any part of its assets,

		unless permitted under the Credit Agreement

6.		LAND

6.1		Information for Report on Title

		Each Chargor represents and warrants to each Secured Party that:

	(a)		the information supplied by it or on its behalf to the lawyers who prepared any Report on Title relating to any of its Mortgaged Property for the purpose of that Report on Title was true in all material respects at the date it was expressed to be given; and

	(b)		the information referred to in paragraph (a) above was at the date it was expressed to be given complete and did not omit any information which, if disclosed would make that information untrue or misleading in any material respect;

	(c)		the Excluded Leasehold Properties are rack rent leases granted to a Chargor at a rent without a fine or premium from time to time.

6.2		Title

		Each Chargor represents and warrants to each Secured Party that except as disclosed in any Report on Title relating to any of its Mortgaged Property:

	(a)		it is the legal and beneficial owner of its Mortgaged Property;

	(b)		no breach of any law, regulation or covenant is outstanding which affects or would be reasonably likely to affect materially the value, saleability or use of its Mortgaged Property;

	(c)		there are no covenants, agreements, stipulations, reservations, conditions, interests, rights or other matters whatsoever affecting its Mortgaged Property which conflict with its present use or adversely affect the value, saleability or use of any of the Mortgaged Property, in each case to any material extent;

	(d)		nothing has arisen or has been created or is subsisting which would be an overriding interest or an unregistered interest which overrides first registration or registered dispositions over its Mortgaged Property and which would be reasonably likely to affect materially its value, saleability or use;

	(e)		all facilities (Including access) necessary for the enjoyment and use of its Mortgaged Property (including those necessary for the carrying on of its business at the Mortgaged Property) are enjoyed by that Mortgaged Property and none of those facilities are on terms entitling any person to terminate or curtail

			its use or on terms which conflict with or restrict its use, where the lack of those facilities would be reasonably likely to affect materially its value, saleability or use;

	(f)		it has received no notice of any adverse claims by any person in respect of its Mortgaged Property which if adversely determined would or would be reasonably likely to materially adversely affect the value, saleability or use of any of its Mortgaged Property, nor has any acknowledgement of such been given to any person in respect of its Mortgaged Property; and

	(g)		its Mortgaged Property is held by it free from any Security Interest (other than as permitted by the Credit Agreement) or any lease or licence which would be reasonably likely to affect materially its value, saleability or use.

6.3		Repair

		Each Chargor must keep:

	(a)		its Premises in good and substantial repair and condition; and

	(b)		its Fixtures in a good state of repair and in good working order and condition.

6.4		Compliance with leases and covenants

		Each Chargor must:

	(a)		perform all the material terms on its part contained in any lease, agreement for lease, licence or other agreement or document which gives that Chargor a right to occupy or use property comprised in its Mortgaged Property;

	(b)		not do or allow to be done any act as a result of which any lease comprised in its Mortgaged Property may become liable to forfeiture or otherwise be terminated; and

	(c)		duly and punctually comply with all material covenants and stipulations affecting the Mortgaged Property or the facilities (including access) necessary for the enjoyment and use of the Mortgaged Property and indemnify each Secured Party in respect of any breach of those covenants and stipulations.

6.5		Acquisitions

		If a Chargor acquires any freehold or leasehold property after the date of this Deed (save for Excluded Real Property), it must:

	(a)		notify the Collateral Agent immediately;

	(b)		immediately on request by the Collateral Agent and at the cost of that Chargor, execute and deliver to the Collateral Agent a legal mortgage in favour of the Collateral Agent of that property in any form (consistent with, and no more onerous than, this Deed) which the Collateral Agent may require;

	(c)		if the title to that freehold or leasehold property is registered at the Land Registry or required to be so registered, give the Land Registry written notice of this Security; and

(d)

if applicable, ensure that this Security is correctly noted in the Register of Title against that title at the Land Registry.

6.6		Notices

		Each Chargor must, within 14 days after the receipt by it of any application, requirement, order or notice served or given by any public or local or any other authority with respect to its Mortgaged Property (or any part of it) which would or would be reasonably likely to have a material adverse effect on the value, saleability or use of any of the Mortgaged Property:

	(a)		deliver a copy to the Collateral Agent; and

	(b)		inform the Collateral Agent of the steps taken or proposed to be taken to comply with the relevant requirement.

6.7		Leases

		No Chargor may in respect of its Mortgaged Property (or any part of it), unless expressly permitted under the Credit Agreement

	(a)		grant or agree to grant (whether in exercise or independently of any statutory power) any lease or tenancy;

	(b)		agree to any amendment or waiver or surrender of any lease or tenancy;

	(c)		commence any forfeiture proceedings in respect of any lease or tenancy;

	(d)		confer upon any person any contractual licence or right to occupy;

	(e)		consent to any assignment of any tenant’s interest under any lease or tenancy;

	(f)		agree to any rent reviews in respect of any lease or tenancy; or

	(g)		serve any notice on any former tenant under any lease or tenancy (or any guarantor of that former tenant) which would entitle it to a new lease or tenancy.

6.8

The Land Registry

	(a)		Each Chargor consents to a restriction in the following terms being entered into on the Register of Title relating to any Mortgaged Property registered at the Land Registry:

			“No disposition of the registered estate by the proprietor of the registered estate is to be registered without a written consent signed by the proprietor for the time being of the security agreement referred to in the charges register dated [ ] in favour of [ ] (as agent and trustee for the Secured Parties referred to in that security agreement) or its conveyancer.”

	(b)		Each Chargor applies to the Chief Land Registrar for a notice in the following terms to be entered on the Register of Title relating to any Mortgaged Property registered at the Land Registry:

			“The Lenders under a Credit Agreement dated as of [•], 2007, among Novelis Inc., as Canadian Borrower, Novelis Corporation, Novelis Pae Corporation Eurofoil, Inc., as U.S. Borrowers, Novelis UK Ltd, as U.K. Borrower, Novelis

AG, as Swiss Borrower, AV ALUMINUM INC., as Parent Guarantor, and the Other Guarantors Party thereto, the Lenders Party thereto UBS AG, Stamford Branch, as U.S. Issuing Bank, Swingline Lender, Administrative Agent and Collateral Agent, Canadian Issuing Bank and Canadian Administrative Agent, and ABN AMRO Incorporated, UBS Securities LLC, as Joint Lead Arrangers and Joint Bookmanagers are under an obligation (subject to the terms of that Credit Agreement) to [the Chargor] to make further advances and the security agreement referred to in the charges register dated [ ] in favour of [ ] (as agent and trustee for the Secured Parties referred to in that security agreement) secures those further advances.”

6.9		Deposit of title deeds

		Each Chargor must deposit with the Collateral Agent all deeds and documents of title relating to its Mortgaged Property and all local land charges, land charges and Land Registry search certificates and similar documents received by it or on its behalf.

6.10		Development

		No Chargor may, unless expressly permitted under the Credit Agreement:

	(a)		make or permit others to make any application for planning permission in respect of any part of the Mortgaged Property; or

	(b)		carry out or permit to be carried out on any part of the Mortgaged Property any development for which the permission of the local planning authority is required,

		except as part of carrying on its principal business where it would not or would not be reasonably likely to have a material adverse effect on the value, saleability or use of the Mortgaged Property or the carrying on of the principal business of that Chargor.

6.11		Investigation of title

		Each Chargor must grant the Collateral Agent or its lawyers on request all reasonable facilities within the power of that Chargor to enable the Collateral Agent or its lawyers (at the expense of that Chargor) after this Security has become enforceable to:

	(a)		carry out investigations of title to the Mortgaged Property; and

	(b)		make such enquiries in relation to any part of the Mortgaged Property as a prudent mortgagee might carry out

6.12		Report on Title

		Each Chargor must, as soon as practicable after a request by the Collateral Agent at a time when an Event of Default is continuing, supply the Collateral Agent with a Report on Title of that Chargor to its Mortgaged Property concerning those items which may properly be sought to be covered by a prudent mortgagee in a lawyer’s report of this nature.

6.13		Power to remedy

		If a Chargor fails to perform any covenant or stipulation or any term of this Deed affecting its Mortgaged Property, that Chargor must allow the Collateral Agent or its agents and contractors:

	(a)		to enter any part of its Mortgaged Property;

	(b)		to comply with or object to any notice served on that Chargor in respect of its Mortgaged Property; and

	(c)		to take any action as the Collateral Agent may reasonably consider necessary or desirable to prevent or remedy any breach of any such covenant, stipulation or term or to comply with or object to any such notice.

		That Chargor must immediately on request by the Collateral Agent pay the costs and expenses of the Collateral Agent or its agents and contractors incurred in connection with any action taken by it under this Subclause.

6.14		Unregistered Property

		Each Chargor shall use reasonable endeavours to:

	(a)		to provide a completed and signed Land Registry application form to complete the first registration of any unregistered real properties and registration of this Security at the Land Registry: and

	(b)		answer any requisitions raised by the Land Registry,

		including in each case, without limitation, instruction of solicitors in these regards and providing statutory declarations in respect of any title requisitions raised by the Land Registry.

7.		INVESTMENTS

7.1		Investments

		Each Chargor represents and warrants to each Secured Party that:

	(a)		its Investments are duly authorised, validly issued and fully paid;

	(b)		its Investments are not subject to any Security Interest (other than as permitted by the Credit Agreement), any option to purchase or similar right;

	(c)		it is the sole legal and beneficial owner of its Investments (save for any Investments acquired by or issued to that Chargor after the date of this Deed that are held by any nominee on its behalf or any Investments transferred to the Collateral Agent or its nominee pursuant to this Deed);

	(d)		each Charged Company is a company incorporated with limited liability;

	(e)		the constitutional documents of each Charged Company do not and could not restrict or inhibit any transfer of those shares on creation or enforcement of this Security; and

(f)

there are no agreements in force which provide for the issue or allotment of, or grant any person the right to call for the issue or allotment of, any share or loan capital of any Charged Company (including any option or right of pre-emption or conversion).

7.2

Certificated Investments

(a)

Each Chargor must:

	(i)		deposit with the Collateral Agent, or as the Collateral Agent may direct, any bearer instrument, share certificate or other document of title or evidence of ownership in relation to any Investment, immediately in respect of any Investment subject to this Security on the date of this Deed and thereafter immediately following the acquisition by, or the issue to, that Chargor of any certificated Investment (unless the same is required for registering any transfer, in which case the relevant Chargor must deposit the same immediately after such registration is completed); and

	(ii)		immediately take any action and execute and deliver to the Collateral Agent any share transfer or other document which may be requested by the Collateral Agent in order to enable the transferee to be registered as the owner or otherwise obtain a legal title to that Investment; this includes:

	(1)		delivering executed and (unless exempt from stamp duty), pre-stamped share transfers in favour of the Collateral Agent or any of its nominees as transferee or, if the Collateral Agent so directs, with the transferee left blank; and

	(2)		procuring that those share transfers are registered by the Charged Company in which the Investments are held in the share register of that Charged Company and that share certificates in the name of the transferee are delivered to the Collateral Agent.

(b)

The Collateral Agent may, at any time, complete the instruments of transfer on behalf of the Chargor in favour of itself or such other person as it shall select.

7.3		Changes to rights

		No Chargor may (except to the extent permitted by the Credit Agreement and the Intercreditor Agreement) take or allow the taking of any action on its behalf which may result in the rights attaching to any of its Investments being altered or further shares being issued.

7.4		Calls

	(a)		Each Chargor must pay all calls and other payments due and payable in respect of any of its Investments.

	(b)		If a Chargor fails to do so, the Collateral Agent may (at its discretion) pay those calls or other payments on behalf of that Chargor. That Chargor must

immediately on request reimburse the Collateral Agent for any payment made by the Collateral Agent under this Subclause and, pending reimbursement, that payment will constitute part of the Secured Obligations.

7.5

Other obligations in respect of Investments

	(a)		Each Chargor must comply with all requests for information which is within its knowledge and which it is required to comply with by law (including section 212 of the Companies Act 1985) or under the constitutional documents relating to any of its Investments. If a Chargor fails to do so, the Collateral Agent may elect to provide any information which it may have on behalf of that Chargor.

	(b)		Each Chargor must promptly supply a copy to the Collateral Agent of any information referred to in sub-paragraph (a) above.

	(c)		It is acknowledged and agreed that notwithstanding anything to the contrary contained in this Deed, each Chargor shall remain liable to observe and perform all of the conditions and obligations assumed by it in respect of any of its Investments.

	(d)		No Secured Party will be required in any manner to:

	(i)		perform or fulfil any obligation of a Chargor;

	(ii)		make any payment;

	(iii)		make any enquiry as to the nature or sufficiency of any payment received by it or a Chargor;

	(iv)		present or file any claim or take any other action to collect or enforce the payment of any amount; or

	(v)		take any action in connection with the taking up of any (or any offer of any) stocks, shares, rights, monies or other property paid, distributed, accruing or offered at any time by way of interest, dividend, redemption, bonus, rights, preference, option, warrant or otherwise,

		in respect of any Investment.

7.6		Voting rights

(a)

Unless and until the service of a notice by the Collateral Agent or an Event of Default is continuing, each Chargor may continue to exercise the voting rights, powers and other rights in respect of its Investments, provided that (x) it shall deliver copies of any minutes shareholder meeting in respect of the Investments to the Collateral Agent promptly upon receipt, and (y) it shall not exercise such voting rights, powers and other rights in a manner which would result in, or otherwise permit or agree to, (i) any variation of the rights attaching to or conferred by any of the Investments which the Collateral Agent considers prejudicial to the interests of the Secured Parties or which conflict or derogate from any Loan Documents or (ii) any increase in the issued share capital of a Charged Company, which in the opinion of the Collateral Agent would prejudice the value of, or the ability of the Collateral Agent to realise, the security created by this Deed.

	(b)		Unless and until the service of a notice by the Collateral Agent or an Event of Default is continuing, if the relevant Investments have been registered in the name of the Collateral Agent or its nominee, the Collateral Agent (or that nominee) must exercise the voting rights, powers and other rights in respect of the Investments in any manner which the relevant Chargor may direct in writing. The Collateral Agent (or that nominee) will execute any form of proxy or other document which the relevant Chargor may reasonably require for this purpose.

	(c)		Subject to the terms of the Credit Agreement and the Intercreditor Agreement, unless and until the service of a notice by the Collateral Agent or an Event of Default is continuing, all dividends or other income or distributions paid or payable in relation to any Investments must be paid to the relevant Chargor. To achieve this:

	(i)		the Collateral Agent or its nominee will promptly execute any dividend mandate necessary to ensure that payment is made direct to the relevant Chargor;) or

	(ii)		if payment is made directly to the Collateral Agent (or its nominee) before the service of a notice by the Collateral Agent or at a time when an Event of Default is not continuing, the Collateral Agent (or that nominee) will promptly pay that amount to the relevant Chargor.

	(d)		Unless and until the service of a notice by the Collateral Agent or an Event of Default is continuing, the Collateral Agent shall use its reasonable endeavours to promptly forward to the relevant Chargor all material notices, correspondence and/or other communication it receives in relation to the Investments.

	(e)		Following the service of a notice by the Collateral Agent or so long as an Event of Default is continuing, the Collateral Agent or its nominee may exercise or refrain from exercising:

	(i)		any voting rights; and

	(ii)		any other powers or rights which may be exercised by the legal or beneficial owner of any Investment, any person who is the holder of any Investment or otherwise

in each case, in the name of the relevant Chargor, the registered holder or otherwise and without any further consent or authority on the part of the relevant Chargor and irrespective of any direction given by any Chargor.

	(f)		To the extent that the Investments remain registered in the names of the Chargors, each Chargor irrevocably appoints the Collateral Agent or its nominee as its proxy to exercise all voting rights in respect of those Investments following the service of a notice by the Collateral Agent or so long as an Event of Default is continuing.

	(g)		Each Chargor must indemnify the Collateral Agent against any loss or liability incurred by the Collateral Agent as a consequence of the Collateral Agent acting in respect of its Investments on the direction of that Chargor.

7.7

Clearance systems

(a)

Each Chargor must, if so requested by the Collateral Agent:

	(i)		instruct any clearance system to transfer any Investment held by it for that Chargor or its nominee to an account of the Collateral Agent or its nominee with that clearance system; and

	(ii)		take whatever action the Collateral Agent may request for the dematerialisation or rematerialisation of any Investments held in a clearance system.

(b)

Without prejudice to the rest of this Subclause the Collateral Agent may, at the expense of the relevant Chargor, take whatever action is required for the dematerialisation or rematerialisation of the Investments as necessary.

7.8		Custodian arrangements

		Each Chargor must:

	(a)		promptly give notice of this Deed to any custodian of any Investment in any form which the Collateral Agent may reasonably require; and

	(b)		use reasonable endeavours to ensure that the custodian acknowledges that notice in any form which the Collateral Agent may reasonably require.

8.		INTELLECTUAL PROPERTY

8.1		Representations

		Each Chargor represents and warrants to each Secured Party that as at the date of this Deed or, if later, the date it became a Party:

	(a)		all Intellectual Property which is material to its business is identified in Part 5 of Schedule 1 (Security Assets) opposite its name or in Part 5 of the schedule to any Deed of Accession by which it became party to this Deed; and

	(b)		it is not aware of any circumstances relating to the validity, subsistence or use of any of its Intellectual Property which could reasonably be expected to have a Material Adverse Effect.

8.2

Preservation

	(a)		Each Chargor must promptly, If requested to do so by the Collateral Agent, sign or procure the signature of, and comply with all instructions of the Collateral Agent in respect of, any document required to make entries in any public register of Intellectual Property (including the United Kingdom Trade Marks Register) which either record the existence of this Deed or the restrictions on disposal imposed by this Deed.

	(b)		No Chargor may, without the prior consent of the Collateral Agent or unless permitted by the Credit Agreement:

	(i)		amend or waive or terminate, any of its rights in respect of its Intellectual Property; or

	(ii)		take any action which might jeopardise the existence or enforceability of any of its rights in respect of its Intellectual Property.

9.		ACCOUNTS

9.1		Accounts

	(a)		Prior to the Revolving Credit Collateral Discharge Date, all Security Accounts must be maintained in accordance with the terms of the Revolving Credit Security Agreement.

	(b)		Following the Revolving Credit Collateral Discharge Date, all Security Accounts must be maintained at a branch of the Account Bank approved by the Collateral Agent.

9.2		Change of Account Bank

		Following the Revolving Credit Collateral Discharge Date:

	(a)		Any Account Bank may be changed to another bank and additional banks may be appointed as Account Banks if the Company and the Collateral Agent so agree;

	(b)		Without prejudice to Clause 9.2 (a), a Chargor may only open an account with a new Account Bank after the proposed new Account Bank agrees with the Collateral Agent and the relevant Chargors, in a manner satisfactory to the Collateral Agent, to fulfil the role of the Account Bank under this Deed:

	(c)		If there is a change of Account Bank, the net amount (if any) standing to the credit of the Security Accounts maintained with the old Account Bank will be transferred to the corresponding Security Accounts maintained with the new Account Bank Immediately upon the appointment taking effect and each Chargor and the Collateral Agent hereby irrevocably gives all authorisations and instructions necessary for any such transfer to be made:

	(d)		Each Chargor:

	(i)		must take any action which the Collateral Agent may require to facilitate a change of Account Bank in accordance with the preceding provisions of Clause 9.2 and any transfer of credit balances (including the execution of bank mandate forms); and

	(ii)		irrevocably appoints the Collateral Agent as its attorney to take any such action if that Chargor should fail to do so.

	(iii)		No Chargor shall, during the subsistence of this Deed, without the Collateral Agent’s prior consent, permit or agree to any variation of the rights attaching to any Security Account or close any Security Account.

9.3

Book debts and receipts

(a)

Bach Chargor must immediately deposit and direct their respective Account Debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral (each term as defined in the Credit Agreement) into a Security Account in accordance with Section 9.01 of the Revolving Credit Agreement.

(b)

To the extent not deposited or remitted to a Security Account under Clause 9.3(a), each Chargor must get in and realise its:

	(i)		securities to the extent held by way of temporary investment;

	(ii)		book and other debts and other moneys owed to it; and

	(iii)		royalties, fees and income of any nature owed to it,

in the ordinary course of its business and (prior to payment into a Security Account under Clause 9.3(c)) hold the proceeds of the getting in and realisation:

	(i)		Prior to the Revolving Credit Collateral Discharge Date on trust for the Revolving Credit Collateral Agent; and

	(ii)		Following the Revolving Credit Collateral Discharge Date, on trust for the Collateral Agent.

(c)

Each Chargor must pay all the proceeds of the getting in and realisation under Clause 9.3(b) into a Security Account as soon as practicable on receipt, except to the extent that:

	(i)		Prior to the Revolving Credit Collateral Discharge Date the Revolving Credit Collateral Agent otherwise agrees; and

	(ii)		Following the Revolving Credit Collateral Discharge Date, the Collateral Agent otherwise agrees.

9.4

Withdrawals

	(a)		The Collateral Agent (or a Receiver) may (subject to the payment of any claims having priority to this Security and subject to the Intercreditor Agreement) withdraw amounts standing to the credit of any Security Account for application in accordance with the Loan Documents.

	(b)		No Chargor shall be entitled to receive, withdraw or otherwise transfer any credit balance from time to time standing to the credit of any Security Account except with the prior consent of the Collateral Agent.

	(c)		Each Chargor must ensure that none of its Security Accounts is overdrawn at any time.

	(d)		Each Chargor must ensure that each Account Bank operates each Security Account in accordance with the terms of this Deed and the notices given under Clause 9.5 or as permitted by the Credit Agreement.

9.5

Notices of charge

(a)

Each Chargor must:

(i)

following the Revolving Credit Collateral Discharge Date immediately give notice to each relevant Account Bank substantially in the form of Part 1 of Schedule 2 (Forms of letter for Security Accounts); and

(ii)

use all reasonable endeavours to procure that each relevant Account Bank acknowledges that notice substantially in the form of Part 2 of Schedule 2 (Forms of letter for Security Accounts).

(b)

As soon as practicable after receipt by the Collateral Agent of the acknowledgement in paragraph (a)(ii) above from an Account Bank and provided that no Default is outstanding, the Collateral Agent will send a letter to that Account Bank substantially in the form of Part 3 of Schedule 2 (Forms of letter for Account Bank).

10.		RELEVANT CONTRACTS

10.1		Representations

		Each Chargor represents and warrants to each Secured Party that:

	(a)		each of its Security Contracts is its legally binding, valid, and enforceable obligation;

	(b)		it is not in default of any of its obligations under any of its Security Contracts;

	(c)		(save as otherwise agreed with the Collateral Agent) there is no prohibition on assignment in any of its Primary Contracts; and

	(d)		its entry into and performance of this Deed will not conflict with any term of any of its Primary Contracts.

10.2

Preservation

(a)

No Chargor may, without the prior consent of the Collateral Agent or unless expressly permitted by the Credit Agreement:

	(i)		amend or waive any term of, or terminate, any of its Secondary Contracts; or

	(ii)		take any action which might jeopardise the existence or enforceability of any of its Secondary Contracts,

			in each case to the extent that the same would have a Material Adverse Effect.

	(b)		No Chargor may, without the prior consent of the Collateral Agent or unless expressly permitted by the Credit Agreement:

	(i)		amend or waive any term of, or terminate, any of its Primary Contracts; or

	(ii)		take any action which might jeopardise the existence or enforceability of any of its Primary Contracts.

10.3		Other undertaking

		Each Chargor must:

(a)

duly and promptly perform its obligations under each of its Security Contracts; and

(b)

supply the Collateral Agent and any Receiver with copies of each of its Security Contracts and any information and documentation relating to any of its Security Contracts requested by the Collateral Agent or any Receiver.

10.4

Rights

	(a)		Subject to the rights of the Collateral Agent under paragraph (b) below, each Chargor must diligently pursue its rights under each of its Security Contracts, but only if and to the extent that the exercise of those rights in the manner proposed would not result in a Default under the terms of the Credit Agreement.

	(b)		If an Event of Default is continuing, the Collateral Agent may exercise (without any further consent or authority on the part of the relevant Chargor and irrespective of any direction given by the Chargor) any of that Chargor’s rights under its Security Contracts.

10.5		Notices of assignment

		Each Chargor must:

	(a)		immediately serve a notice of assignment, substantially in the form of Part 1 of Schedule 4 (Forms of letter for Primary Contracts), on each of the other parties to each of its Primary Contracts (unless notice is given to those parties under the Loan Documents); and

	(b)		use all reasonable endeavours to procure that each of those other parties acknowledges that notice, substantially in the form of Part 2 of Schedule 4 (Forms of letter for Primary Contracts) within 14 days of the date of this Deed or any Deed of Accession by which it became party to this Deed or, if later, the date of entry into that Primary Contract (as appropriate).

11.		PLANT AND MACHINERY

11.1		Maintenance

		Each Chargor must keep its Plant and Machinery in good repair and in good working order and condition.

11.2		Nameplates

		Each Chargor must take any action which the Collateral Agent may reasonably require to evidence the interest of the Collateral Agent in its Plant and Machinery; this includes (if so requested) fixing a nameplate on its Plant and Machinery in a prominent position stating that:

	(a)		the Plant and Machinery is charged in favour of the Collateral Agent; and

	(b)		the Plant and Machinery must not be disposed of without the prior consent of the Collateral Agent unless permitted under the Credit Agreement.

11.3		INSURANCE POLICIES

11.4		Rights

(a)

Subject to the rights of the Collateral Agent under paragraph (b) below, each Chargor must diligently pursue its rights under each of its Insurance Policies, but

			only if and to the extent that the exercise of those rights in the manner proposed would not result in a Default under the terms of the Credit Agreement.

	(b)		If an Event of Default is continuing:

	(i)		the Collateral Agent may exercise (without any further consent or authority on the part of any Chargor and irrespective of any direction given by any Chargor) any of the rights of any Chargor in connection with any amounts payable to it under any of its Insurance Policies;

	(ii)		each Chargor must take such steps (at its own cost) as the Collateral Agent may require to enforce those rights; this includes initiating and pursuing legal or arbitration proceedings in the name of that Chargor; and

	(iii)		each Chargor must hold any payment received by it under any of its Insurance Policies on trust for the Collateral Agent.

11.5		Notice

		Each Chargor must:

	(a)		immediately give notice of this Deed to each of the other parties to each of the Insurance Policies by sending a notice substantially in the form of Part l of Schedule 3 (Insurance Policies); and

	(b)		use all reasonable endeavours to procure that each such other party delivers a letter of undertaking to the Collateral Agent in the form of Part 2 of Schedule 3 (Insurance Policies) within 14 days of the date of this Deed or any Deed of Accession by which it became party to this Deed or, if later, the date of entry into that Insurance (as appropriate).

12.		WHEN SECURITY BECOMES ENFORCEABLE

12.1		Timing

		This Security will become immediately enforceable if an Event of Default is continuing.

12.2		Enforcement

		After this Security has become enforceable, the Collateral Agent may in its absolute discretion enforce all or any part of this Security in any manner it sees fit or as the Required Lenders direct.

13.		ENFORCEMENT OF SECURITY

13.1		General

	(a)		The power of sale and any other power conferred on a mortgagee by law (including under section 101 of the Act) as varied or amended by this Deed will be immediately exercisable at any time after this Security has become enforceable.

	(b)		For the purposes of all powers implied by law, the Secured Obligations are deemed to have become due and payable on the date of this Deed.

	(c)		Any restriction imposed by law on the power of sale (including under section 103 of the Act) or the right of a mortgagee to consolidate mortgages (including under section 93 of the Act) does not apply to this Security.

	(d)		Any powers of leasing conferred on the Collateral Agent by law are extended so as to authorise the Collateral Agent to lease, make agreements for leases, accept surrenders of leases and grant options as the Collateral Agent may think fit and without the need to comply with any restrictions conferred by law (including under section 99 or 100 of the Act).

13.2		No liability as mortgagee in possession

		Neither the Collateral Agent nor any Receiver will be liable, by reason of entering into possession of a Security Asset:

	(a)		to account as mortgagee in possession or for any loss on realisation; or

	(b)		for any default or omission for which a mortgagee in possession might be liable.

13.3		Privileges

		Each Receiver and the Collateral Agent is entitled to all the rights, powers, privileges and immunities conferred by law (including the Act) on mortgagees and receivers duly appointed under any law (including the Act).

13.4		Protection of third parties

		No person (including a purchaser) dealing with the Collateral Agent or a Receiver or its or his agents will be concerned to enquire:

	(a)		whether the Secured Obligations have become payable;

	(b)		whether any power which the Collateral Agent or a Receiver is purporting to exercise has become exercisable or is being properly exercised;

	(c)		whether any money remains due under the Loan Documents; or

	(d)		how any money paid to the Collateral Agent or to that Receiver is to be applied.

13.5

Redemption of prior mortgages

(a)

At any time after this Security has become enforceable, the Collateral Agent may:

	(i)		redeem any prior Security Interest against any Security Asset; and/or

	(ii)		procure the transfer of that Security Interest to itself; and/or

	(iii)		settle and pass the accounts of the prior mortgagee, chargee or encumbrancer; any accounts so settled and passed will be, in the absence of manifest error, conclusive and binding on each Chargor.

(b)

Each Chargor must pay to the Collateral Agent, immediately on demand, the costs and expenses incurred by the Collateral Agent in connection with any such redemption and/or transfer, including the payment of any principal or interest.

13.6		Contingencies

		If this Security is enforced at a time when no amount is due under the Loan Documents but at a time when amounts may or will become due, the Collateral Agent (or the Receiver) may pay the proceeds of any recoveries effected by it into such number of suspense accounts as it considers appropriate.

14.		ADMINISTRATOR

14.1		Appointment of Administrator

	(a)		Subject to the Insolvency Acx 0000, at any time and from time to time after this Security becomes enforceable in accordance with Clause 12.1, or if any Chargor so requests the Collateral Agent in writing from time to time, the Collateral Agent may appoint any one or more qualified persons to be an Administrator of that Chargor, to act together or independently of the other or others appointed (to the extent applicable).

	(b)		Any such appointment may be made pursuant to an application to court under paragraph 12 of Schedule Bl of the Insolvency Acx 0000 (Administration application) or by filing specified documents with the court under paragraphs 14 — 21 of Schedule Bl of the Insolvency Acx 0000 (Appointment of administrator by holder of floating charge).

	(c)		In this clause qualified person means a person who, under the Insolvency Acx 0000, is qualified to act as an Administrator of any company with respect to which he is appointed.

15.		RECEIVER

15.1		Appointment of Receiver

(a)

Except as provided below, the Collateral Agent may appoint any one or more persons to be a Receiver of all or any part of the Security Assets if:

	(i)		this Security has become enforceable; or

	(ii)		a Chargor so requests the Collateral Agent in writing at any time.

	(b)		Any appointment under paragraph (a) above may be by deed, under seal or in writing under its hand.

	(c)		Except as provided below, any restriction imposed by law on the right of a mortgagee to appoint a Receiver (including under section 109(1) of the Act) does not apply to this Deed.

	(d)		The Collateral Agent is not entitled to appoint a Receiver solely as a result of the obtaining of a moratorium (or anything done with a view to obtaining a moratorium) under the Insolvency Acx 0000 xxcept with the leave of the court.

	(e)		The Collateral Agent may not appoint an administrative receiver (as defined in section 29(2) of the Insolvency Act 1986) over the Security Assets if the Collateral Agent is prohibited from so doing by section 72A of the Insolvency Acx 0000 xnd no exception to the prohibition on appointing an administrative receiver applies.

15.2		Removal

		The Collateral Agent may by writing under its hand (subject to any requirement for an order of the court in the case of an administrative receiver) remove any Receiver appointed by it and may, whenever it thinks fit, appoint a new Receiver in the place of any Receiver whose appointment may for any reason have terminated.

15.3		Remuneration

		The Collateral Agent may fix the remuneration of any Receiver appointed by it and any maximum rate imposed by any law (including under section 109(6) of the Act) will not apply.

15.4		Agent of each Chargor

	(a)		A Receiver will be deemed to be the agent of the relevant Chargor for all purposes and accordingly will be deemed to be in the same position as a Receiver duly appointed by a mortgagee under the Act. The relevant Chargor is solely responsible for the contracts, engagements, acts, omissions, defaults and losses of a Receiver and for liabilities incurred by a Receiver.

	(b)		No Secured Party will incur any liability (either to a Charger or to any other person) by reason of the appointment of a Receiver or for any other reason.

15.5		Relationship with Collateral Agent

		To the fullest extent allowed by law, any right, power or discretion conferred by this Deed (either expressly or impliedly) or by law on a Receiver may after this Security becomes enforceable be exercised by the Collateral Agent in relation to any Security Asset without first appointing a Receiver or notwithstanding the appointment of a Receiver.

16.		POWERS OF RECEIVER

16.1		General

(a)

A Receiver has all the rights, powers and discretions set out below in this Clause in addition to those conferred on it by any law. This includes:

	(i)		in the case of an administrative receiver, all the rights, powers and discretions conferred on an administrative receiver under the Insolvency Acx 0000; and

	(ii)		otherwise, all the rights, powers and discretions conferred on a receiver (or a receiver and manager) under the Act and the Insolvency Acx 0000.

(b)

If there is more than one Receiver holding office at the same time; each Receiver may (unless the document appointing him states otherwise) exercise all the powers conferred on a Receiver under this Deed individually and to the exclusion of any other Receiver.

16.2		Possession

		A Receiver may take immediate possession of, get in and collect any Security Asset.

16.3		Carry on business

		A Receiver may carry on any business of any Chargor in any manner he thinks fit.

16.4		Employees

	(a)		A Receiver may appoint and discharge managers, officers, agents, accountants, servants, workmen and others for the purposes of this Deed upon such terms as to remuneration or otherwise as he thinks fit.

	(b)		A Receiver may discharge any person appointed by any Chargor.

16.5		Borrow money

		A Receiver may raise and borrow money either unsecured or on the security of any Security Asset either in priority to this Security or otherwise and generally on any terms and for whatever purpose which he thinks fit.

16.6		Sale of assets

	(a)		A Receiver may sell, exchange, convert into money and realise any Security Asset by public auction or private contract and generally in any manner and on any terms which he thinks fit.

	(b)		The consideration for any such transaction may consist of cash, debentures or other obligations, shares, stock or other valuable consideration and any such consideration may be payable in a lump sum or by instalments spread over any period which he thinks fit.

	(c)		Fixtures may be severed and sold separately from the property containing them without the consent of the relevant Chargor.

16.7		Leases

		A Receiver may let any Security Asset for any term and at any rent (with or without a premium) which he thinks fit and may accept a surrender of any lease or tenancy of any Security Asset on any terms which he thinks fit (including the payment of money to a lessee or tenant on a surrender).

16.8		Compromise

		A Receiver may settle, adjust, refer to arbitration, compromise and arrange any claim, account, dispute, question or demand with or by any person who is or claims to be a creditor of any Chargor or relating in any way to any Security Asset.

16.9		Legal actions

		A Receiver may bring, prosecute, enforce, defend and abandon any action, suit or proceedings in relation to any Security Asset which he thinks fit.

16.10		Receipts

		A Receiver may give a valid receipt for any moneys and execute any assurance or thing which may be proper or desirable for realising any Security Asset.

16.11		Subsidiaries

		A Receiver may form a Subsidiary of any Chargor and transfer to that Subsidiary any Security Asset.

16.12		Delegation

		A Receiver may delegate his powers in accordance with this Deed.

16.13		Lending

		A Receiver may lend money or advance credit to any customer of any Chargor.

16.14		Protection of assets

		A Receiver may:

	(a)		effect any repair or insurance and do any other act which any Chargor might do in the ordinary conduct of its business to protect or improve any Security Asset;

	(b)		commence and/or complete any building operation; and

	(c)		apply for and maintain any planning permission, building regulation approval or any other authorisation,

	(d)		in each case as he thinks fit.

16.15		Other powers

		A Receiver may:

	(a)		do all other acts and things which he may consider desirable or necessary for realising any Security Asset or incidental or conducive to any of the rights, powers or discretions conferred on a Receiver under or by virtue of this Deed or by law;

	(b)		exercise in relation to any Security Asset all the powers, authorities and things which he would be capable of exercising if he were the absolute beneficial owner of that Security Asset; and

	(c)		use the name of any Chargor for any of the above purposes.

17.

APPLICATION OF PROCEEDS

	(a)		All moneys from time to time received or recovered by the Collateral Agent or any Receiver in connection with the realisation or enforcement of all or any part of the Security shall be held by the Collateral Agent on trust for the Secured Parties from time to time in accordance with the provisions of the Security Trust Deed to apply them at such times as the Collateral Agent sees fit, to the extent permitted by applicable law (subject to the provisions of this Clause), in accordance with the terms of the Loan Documents.

	(b)		This Clause does not prejudice the right of any Secured Party to recover any shortfall from a Loan Party.

18.

TAXES, EXPENSES AND INDEMNITY

	(a)		Each Chargor must immediately on demand pay, or on an indemnity basis reimburse, any and all amounts for which it is liable under Sections 2.06, 2.15, 2.16, 2.22, 7.10, 11.03 and 11.18 of the Credit Agreement.

	(b)		Any amount due but unpaid shall carry interest from the date of such demand until so reimbursed at the rate and on the basis mentioned in Clause 23.2 (Interest).

	(c)		The Chargors shall pay and within three Business Days of demand, indemnify each Secured Party against any cost, liability or loss that Secured Party incurs in relation to all stamp, registration, notarial and other Taxes or fees to which this Deed, the Transaction Security or any judgment given in connection with them, is or at any time may be subject.

19.		DELEGATION

19.1		Power of Attorney

		The Collateral Agent or any Receiver may delegate by power of attorney or in any other manner to any person any right, power or discretion exercisable by it under this Deed.

19.2		Terms

		Any such delegation may be made upon any terms (including power to sub-delegate) which the Collateral Agent or any Receiver may think fit.

19.3		Liability

		Neither the Collateral Agent nor any Receiver will be in any way liable or responsible to any Chargor for any loss or liability arising from any act, default, omission or misconduct on the part of any Delegate.

20.		FURTHER ASSURANCES

		Each Chargor must, at its own expense, take whatever action the Collateral Agent or a Receiver may, acting reasonably, require for:

	(a)		creating, perfecting or protecting any security intended to be created by or pursuant to this Deed (including procuring that any third party create a Security Interest in favour of the Collateral Agent over any Security Asset to which it holds the legal title as trustee, nominee or agent);

	(b)		facilitating the realisation of any Security Asset;

	(c)		facilitating the exercise of any right, power or discretion exercisable by the Collateral Agent or any Receiver in respect of any Security Asset; or

	(d)		creating and perfecting security in favour of the Collateral Agent (equivalent to the security intended to be created by this Deed) over any assets of any Chargor located in any jurisdiction outside England and Wales.

This includes:

(i)

the re-execution of this Deed;

	(ii)		the execution of any legal mortgage, charge, transfer, conveyance, assignment or assurance of any property, whether to the Collateral Agent or to its nominee; and

	(iii)		the giving of any notice, order or direction and the making of any filing or registration,

		which, in any such case, the Collateral Agent may think expedient.

21.		POWER OF ATTORNEY

		Each Chargor, by way of security, irrevocably and severally appoints the Collateral Agent and each Receiver to be its attorney to take any action which that Chargor is obliged to take under this Deed. Each Chargor ratifies and confirms whatever any attorney does or purports to do under its appointment under this Clause.

22.		PRESERVATION OF SECURITY

22.1		Continuing security

		This Security is a continuing security and will extend to the ultimate balance of the Secured Obligations, regardless of any intermediate payment or discharge in whole or in part.

22.2		Reinstatement

	(a)		If any discharge (whether in respect of the obligations of any Loan Party or any security for those obligations or otherwise) or arrangement is made in whole or in part on the faith of any payment, security or other disposition which is avoided or must be restored on insolvency, liquidation, administration or otherwise without limitation, the liability of each Chargor under this Deed will continue or be reinstated as if the discharge or arrangement had not occurred.

	(b)		Each Secured Party may concede or compromise any claim that any payment, security or other disposition is liable to avoidance or restoration.

22.3		Waiver of defences

		The obligations of each Chargor under this Deed will not be affected by any act, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Deed (whether or not known to it or any Secured Party). This includes:

	(a)		any time or waiver granted to, or composition with, any person;

	(b)		any release of any person under the terms of any composition or arrangement;

	(c)		the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any person;

	(d)		any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

	(e)		any incapacity lack of power, authority or legal personality of or dissolution or change in the members or status of any person;

	(f)		any amendment (however fundamental) of a Loan Document or any other document or security; or

	(g)		any unenforceability, illegality, invalidity or non-provability of any obligation of any person under any Loan Document or any other document or security or the failure by any member of the Group to enter into or be bound by any Loan Document.

22.4		Immediate recourse

		Each Chargor waives any right it may have of first requiring any Secured Party (or any trustee or agent on its behalf) to proceed against or enforce any other right or security or claim payment from any person or file any proof or claim in any insolvency, administration, winding-up or liquidation proceedings relative to any other Loan Party or any other person before claiming from that Chargor under this Deed.

22.5		Appropriations

		Until all amounts which may be or become payable by the Loan Parties under the Loan Documents have been irrevocably paid in full, each Secured Party (or any trustee or agent on its behalf) may without affecting the liability of any Chargor under this Deed:

	(a)		refrain from applying or enforcing any other moneys, security or rights held or received by that Secured Party (or any trustee or agent on its behalf) against those amounts; or

	(b)		apply and enforce them in such manner and order as it sees fit (whether against those amounts or otherwise; and

	(c)		hold in an interest-bearing suspense account any moneys received from any Chargor or on account of that Chargor’s liability under this Deed.

22.6		Non-competition

		Unless:

	(a)		all amounts which may be or become payable by the Loan Parties under the Loan Documents have been irrevocably paid in full; or

	(b)		the Collateral Agent otherwise directs,

no Chargor will, after a claim has been made or by virtue of any payment or performance by it under this Deed:

	(i)		be subrogated to any rights, security or moneys held, received or receivable by any Secured Party (or any trustee or agent on its behalf);

	(ii)		be entitled to any right of contribution or Indemnity in respect of any payment made or moneys received on account of that Chargor’s liability under this Clause;

	(iii)		claim, rank, prove or vote as a creditor of any Loan Party or its estate in competition with any Secured Party (or any trustee or agent on its behalf); or

(iv)

receive, claim or have the benefit of any payment, distribution or security from or on account of any Loan Party, or exercise any right of set-off as against any Loan Party.

		Each Chargor must hold in trust for and must immediately pay or transfer to the Collateral Agent for the Secured Parties any payment or distribution or benefit of security received by it contrary to this Clause or in accordance with any directions given by the Collateral Agent under this Clause.

22.7		Additional security

	(a)		This Deed is in addition to and is not in any way prejudiced by any other security now or subsequently held by any Secured Party;

	(b)		No prior security held by any Secured Party (in its capacity as such or otherwise) over any Security Asset will merge into this Security.

22.8		Delivery of documents

		To the extent any Chargor is required hereunder to deliver any deed, certificate, document of title or other document relating to the Security to the Collateral Agent for purposes of possession or control and is unable to do so as a result of having previously delivered such to the Revolving Credit Collateral Agent in accordance with the terms of the Revolving Credit Loan Documents, such Chargor’s obligations hereunder with respect to such delivery shall be deemed satisfied by the delivery to the Revolving Credit Collateral Agent.

22.9		Security held by Chargor

		No Chargor may, without the prior consent of the Collateral Agent, hold any security from any other Loan Party in respect of that Chargor’s liability under this Deed. Each Chargor will hold any security held by it in breach of this provision on trust for the Collateral Agent.

23.		MISCELLANEOUS

23.1		Covenant to pay

		Each Chargor must pay or discharge the Secured Obligations in the manner provided for in the Loan Documents.

23.2		Interest

		If a Chargor fails to pay any sums on the due date for payment of that sum the Chargor shall pay interest on such sum (before and after any judgment and to the extent interest at a default rate is not otherwise being paid on that sum) from the date of demand until the date of payment calculated and compounded in accordance with the provisions of Section 2.06(c) of the Credit Agreement.

23.3		Tacking

		Each Lender must perform its obligations under the Credit Agreement (including any obligation to make available further advances).

23.4

New Accounts

	(a)		If any subsequent charge or other interest affects any Security Asset, any Secured Party may open a new account with any Loan Party.

	(b)		If a Secured Party does not open a new account, it will nevertheless be treated as if it had done so at the time when it received or was deemed to have received notice of that charge or other interest.

	(c)		As from that time all payments made to that Secured Party will be credited or be treated as having been credited to me new account and will not operate to reduce any Secured Liability.

23.5		Time deposits

		Without prejudice to any right of set-off any Secured Party may have under any Loan Document or otherwise, if any time deposit matures on any account a Chargor has with any Secured Party within the Security Period when:

	(a)		this Security has become enforceable; and

	(b)		no Secured Liability is due and payable,

		that time deposit will automatically be renewed for any further maturity which that Secured Party in its absolute discretion considers appropriate unless that Secured Party otherwise agrees in writing.

23.6		Notice of assignment

		This Deed constitutes notice in writing to each Chargor of any charge or assignment of a debt owed by that Chargor to any other member of the Group and contained in any Loan Document.

23.7		Perpetuity period

		The perpetuity period for the trusts in this Deed is 80 years.

23.8		Financial Collateral

	(a)		To the extent that the assets mortgaged or charged under this Deed constitute “financial collateral” and this Deed and the obligations of the Chargors under this Deed constitute a “security financial collateral arrangement” (in each case for the purpose of and as defined in the Financial Collateral Arrangements (No. 2) Regulations 2003 (SI 2003 No. 3226)) the Collateral Agent shall have the right after this Security has become enforceable to appropriate all or any part of that financial collateral in or towards the satisfaction of the Secured Obligations.

	(b)		For the purpose of paragraph (a) above, the value of the financial collateral appropriated shall be such amount as the Collateral Agent reasonable determines having taken into account advice obtained by it from an independent investment or accountancy firm of national standing selected by it.

24.

LOAN PARTIES

(a)

All communications under this Deed to or from a Secured Party must be sent through the Collateral Agent or Administrative Agent.

(b)

Each Loan Party that is a Party to this Deed irrevocably appoints Novelis Europe to act as its agent:

	(i)		to give and receive all communications under the Security Documents or this Deed;

	(ii)		to supply all information concerning itself to any Secured Party; and

	(iii)		to agree and sign all documents under or in connection with this Deed without further reference to any Loan Party; this includes any amendment or waiver of this Deed which would otherwise have required the consent of the Loan Parties.

	(c)		Novelis Europe hereby accepts the appointment under Clause 24(b).

	(d)		Any communication given to Novelis Europe in connection with this Deed will be deemed to have been given also to the other Loan Parties that are Party to this Deed.

	(e)		The Collateral Agent may assume that any communication made by Novelis Europe is made with the consent of each Loan Party that is Party to this Deed.

25.		RELEASE

		At the end of the Security Period (or as required by the Loan Documents), the Collateral Agent must, at the request and cost of the Novelis Europe, take whatever action is reasonably necessary to release the relevant Security Assets from this Security, provided that to the extent any Security Interest granted by any Chargor over the Term Loan Priority Collateral is released under this Clause, that Chargor shall take whatever action is required under the Revolving Credit Security Agreement, including serving any notice thereunder.

26.		COUNTERPARTS

		This Deed may be executed in any number of counterparts and all of those counterparts taken together shall be deemed to constitute one and the same instrument.

27.		NOTICES

27.1		Communications in Writing

		Each communication to be made under or in connection with this Deed shall be made in writing and, unless otherwise stated, shall be made by fax or letter.

27.2		Addresses

	(a)		Any notice or other communication herein required or permitted to be given to a party to this Deed shall be sent to the relevant party’s address set out in Clause 27.2(b) below or as set forth in the Credit Agreement or any substitute address, fax number or department or officer as the relevant party may notify to the Collateral Agent (or the Collateral Agent may notify to the other parties, if a change is made by the Collateral Agent) by not less than five business days’ notice.

	(b)		For the purposes of Clause 27.2(a) above, the address of each Chargor shall be:

Novelis Europe Holdings Limited
Xxxxxx Xxxxx
Xxxxxxxxxx
Xxxxxxx
XX00 0XX
Attention: Xxxxx Xxxxxxx, CFO.

with a copy to

Novelis Inc
0000 Xxxxxxxxx Xxxx XX, Xxxxx 0000
Xxxxxxx XX 00000
XXX
Attention: Xxxxxxx Xxxxxxx, Treasurer

27.3

Delivery

(a)

Any communication or document made or delivered by one person to another under or in connection with this Deed will only be effective:

	(i)		if by way of fax, when received in legible form; or

	(ii)		if by way of letter, when it has been left at the relevant address or, as the case may be, five days after being deposited in the post postage prepaid in an envelope addressed to it at that address.

(b)

Any communication or document to be made or delivered to the Collateral Agent under or in connection with this Deed shall be effective only when actually received by the Collateral Agent and then only if It is expressly marked for the attention of the department or officer identified with the Collateral Agent’s communication details (or any substitute department or officer as the Collateral Agent shall specify for this purpose).

27.4		Notification of address and fax number

		Promptly upon receipt of notification of an address and fax number or change of address or fax number pursuant to Clause 27.2 (Addresses) or changing its own address or fax number, the Collateral Agent shall notify the other parties.

27.5		English language

	(a)		Any notice given under or in connection with this Deed must be in English.

	(b)		All other documents provided under or In connection with this Deed must be:

	(i)		in English; or

	(ii)		if not in English, and if so required by the Collateral Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

28.		GOVERNING LAW

		This Deed is governed by English law.

29.		ENFORCEMENT

29.1		Jurisdiction

	(a)		The English courts have exclusive jurisdiction to settle any dispute in connection with this Deed, save that the Collateral Agent (and only the Collateral Agent) has the right to have any dispute settled by the New York courts, in which case the New York courts have exclusive jurisdiction in respect of that dispute, and any proceedings before the English courts in respect of that dispute shall be stayed with immediate effect.

	(b)		The English courts are the most appropriate and convenient courts to settle any such dispute in connection with this Agreement, save that, if the Collateral Agent invokes the jurisdiction of the New York courts in respect of any dispute, the New York courts are the most appropriate and convenient courts to settle such dispute, even if the jurisdiction of the English Courts has already been seised. Each Chargor agrees not to argue to the contrary and waives objection to the provisions of this clause on the grounds of inconvenient forum or otherwise in relation to proceedings in connection with this Deed.

	(c)		This Clause is for the benefit of the Secured Parties only. To the extent allowed by law, a Secured Party may take:

	(i)		proceedings in any other court; and

	(ii)		concurrent proceedings in any number of jurisdictions.

(d)

References in this Clause to a dispute in connection with this Deed include any dispute as to the existence, validity or termination of this Deed.

29.2

Waiver of immunity

	(a)		Each Chargor irrevocably and unconditionally:

	(b)		agrees not to claim any immunity from proceedings brought by a Secured Party against it in relation to this Deed and to ensure that no such claim is made on its behalf;

	(c)		consents generally to the giving of any relief or the issue of any process in connection with those proceedings; and

	(d)		waives all rights of immunity in respect of it or its assets.

This Deed has been executed and delivered as a deed on the date stated at the beginning of this Deed.

SCHEDULE 1

SECURITY ASSETS

PART 1

REAL PROPERTY

A. Original Property


Legal Owner	Title No.	Description
Novelis UK Ltd	WA915530	Rogerstone Works, Rogerstone

Novelis UK Ltd	CYM94747	Land at Rogerstone Works (Triangle)

Novelis UK Ltd	CYM94951	Land at Tregwilym Road, Rogerstone

Novelis UK Ltd	CYM94762	115,117,1198,121 Tregwilym Road, Rogerstone

Novelis UK Ltd	WA989793	000 Xxxxxxxxx Xxxx, Xxxxxxxxxx

Xxxxxxx XX Ltd	WA989794	Xxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxxx Xxxx Xxxxxxxxxx

Xxxxxxx XX Ltd	1, 2, 3 and 4 John’s Lane, Rogerstone, conveyed to the Northern Aluminium Company Limited pursuant to (i) (in relation to 1, 2 and 4 John’s Lane, Rogerstone) a conveyance dated 2nd May, 1957 made between Northern Aluminium Company Limited and Xxxxxx Xxxxxxxx and (ii) (in relation to 3 John’s Lane, Rogerstone) a conveyance dated 16th May, 1957 made between Northern Aluminium Company Limited and Xxxxx Xxxxxxx.

Novelis UK Ltd	CH449717	Xxxxxxxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx

Novelis UK Ltd	CH492388	Land lying to the north west of Thelwall Lane, Warrington

Novelis UK Ltd	CH469667	Land on the north side of Thelwall Lane, Xxxxxxxxx

Xxxxxxx UK Ltd	CH469669	Land and buildings lying to the north of Thelwall Lane, Warrington

Novelis UK Ltd	Such of the land conveyed by the following conveyances which remains in the ownership of the Novelis UK Ltd at the date hereof, subject to, but with the benefit of the leases dated 1 July 2001 and 10 December 2002 made between Novelis UK Ltd (in its then name Xxxxxx Xxxxxx Star Limited) and Bridgenorth Aluminium Limited

	(i) conveyance dated 24 February 1955 and made between Xxxxx Xxxxxxxx Xxxxxxxx (1) and Star Aluminium Company Limited (2);

	(ii) conveyance dated 25 February 1955 and made between Xxxxx Xxxxxx Xxxxxx (1) and Star Aluminium Company Limited (2); and

	(iii) conveyance dated 25 February 1955 and made between Xxxxxx Xxxxxxx Xxxxxxxx and Xxxxxx Xxxx Xxxxxxxx (1) and Star Aluminium Company Limited


Legal Owner	Title No.	Description
	(2);

	(iv) conveyance dated 25 September 1955 and made between Xxxxxx Xxxxxxxx Xxxxxxxx and Xxxxxx Xxxx Xxxxxxxx (1) and Star Aluminium Company Limited (2).

	For the avoidance of doubt this property does not include the land the subject of the transfer 10 December 2002 made between Novelis UK Ltd (in its then name Xxxxxx Xxxxxx Star Limited) and Bridgenorth Aluminium Limited title to which freehold is registered under title number SL150811

B. Excluded Real Property


Legal Owner	Title No.	Description	Term
A Banbury

Novelis UK Ltd	Unregistered title	Leasehold property known as Xxxxx Xxxxx, Xxxxxxxx Xxxxx, Xxxxxxx, Xxxx, Xxxxxxx, Xxxxxxxxxxx as demised by a Lease dated 8 August 2003 made between Beryland Limited (1) and British Alcan Aluminum Plc (2)	31 July 2003 and expiring on 30 July 2013

B Xxxxxxxxx

Xxxxxxx UK Ltd	CH469668	Leasehold property known as land on the north side of Xxxxxxxx Xxxx, Xxxxxxxxxx	00xx Xxxxx, 0000 to 29th April 2021

C West Bromwich

Novelis UK Ltd	N/A	Leasehold premises at Golds Hill, Hill Top, West Bromwich, Shropshire as demised by a lease dated 14 December 1973 made between Xxxxxx Brothers Ltd and High Star Limited more commonly known as Unit ID Hilltop Industrial Estate	1st November 1973 to 1 November 2008

D Bilston

Novelis UK Ltd	N/A	Leasehold premises at Xxxx 00, Xxxx Xxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxx	8th December 2005 to 8th December 0000

X. Xxxxxxxxxxx

Xxxxxxx XX Xxx	XX00000	Freehold land on the south side of the Bridgenorth bypass	N/A

PART 2

CHARGED SHARES


		Name of
	Name of	nominee (if any)
	Charged	by whom shares	Class of shares	Number of
Chargor	Company	are held	held	shares held
Novelis Europe Holdings Limited	Novelis UK Ltd		Ordinary		70,976,500

Novelis UK Ltd	Novelis Automotive UK Ltd		Ordinary		20,000

PART 3

SPECIFIC PLANT AND MACHINERY


Chargor		Description

PART 4

SECURITY CONTRACTS

A. Primary Contracts


Chargor		Description
Novelis UK Ltd		Intercompany term promissory note issued to Novelis Deutschland GmbH

Novelis UK Ltd		Intercompany term promissory note issued to Novelis Luxembourg Participations SA

Novelis UK Ltd		Cash management agreement dated 1 February 2007 between, inter alios, Novelis AG and Novelis UK Ltd


Chargor		Description
Novelis Europe Holdings Limited		Cash management agreement dated 1 February 2007 between, inter alios, Novelis AG and Novelis Europe Holdings Limited

Novelis UK Ltd		ACMS agreement dated 15 January 2007 between, inter alios, Commerzbank AG, Novelis AG and Novelis UK Ltd

B. Secondary Contracts

PART 5

SPECIFIC INTELLECTUAL PROPERTY

Chargor

Description

Owner

Named on

Registration

Expiry

Trademark

Register

Class

CTM

Filing Date

Date

ALICAN & DEVICE

Alcan Aluminium UK Limited

16,39,40,00

0000000

06 Nov 1999

26 Nov 2009

ALICAN & DEVICE (Series of 3)

Alcan Aluminium UK Limited

0000000

02 Dec 1992

22 Dec 2009

ALLIGATOR DEVICE

Alcan Aluminium UK Limited

0000000

00 Oct 1993

20 Oct 2010

THINKCANS & DEVICE

Novelis UK Ltd (Xxxxxxxxx)

0000000

06 May 2005

16 May 2015

PART 6

SECURITY ACCOUNTS


		Security Account
Account Bank	Security Account numbers (s)	name
HSBC Bank plc City of London Corporate	51050176 (Bridgnorth — GBP)	Novelis UK Ltd


		Security Account
Account Bank	Security Account number(s)	name
Office
Xxxxxx Xxxxx
Xxxxxx
X00 0XX
Sort Code: 40-02-50
	51269313 (Rogerstone — GBP)	Novelis UK Ltd

	1272284	Novelis Europe Holdings Limited

HSBC Bank plc	00000000 (Bridgnorth — CAD)	Novelis UK Ltd.
City of London Corporate	59081939 (Rogerstone — CAD)
Office	57166067 (Bridgnorth EUR)
Canary Wharf	59081947 (Rogerstone EUR)
London	57478406 (Bridgnorth CHF)
X00 0XX	67178848 (Rogerstone CHF)
Sort Code: 40-05-15	57478371 (Bridgnorth SEK)
	59081971 (Rogerstone SEK)
	59081963 (Rogerstone DKK)
	36658094 (Bridgnorth USD)
	59081955 (Rogerstone USD)

	59241725 (EUR) 59241733 (USD)	Novelis Europe Holdings Limited

Commerzbank AG,	00000000 (Rogerstone EUR)	Novelis UK Ltd.
London Branch	30119392 (Bridgnorth EUR)
00 Xxxxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Sort Code: 40-62-01

SCHEDULE 2

FORMS OF LETTER FOR SECURITY ACCOUNTS

PART 1

NOTICE TO ACCOUNT BANK

To: [Account Bank]

Copy: [Collateral Agent]

[Date]

Dear Sirs,

Security agreement dated [ ] between [ ] and others and [ ] (the Security Agreement)

This letter constitutes notice to you that under the Security Agreement [Chargor] (the Chargor) has charged (by way of a fixed charge) in favour of [•] as agent and trustee for the Secured Parties referred to in the Security Agreement (the Collateral Agent) as first priority chargee all of its rights in respect of any amount standing to the credit of any account maintained by it with you at any of your branches (the Security Accounts) and the debts represented by the Security Accounts.

We irrevocably instruct and authorise you to:

	(a)		disclose to the Collateral Agent any information relating to any Security Account requested from you by the Collateral Agent;

	(b)		comply with the terms of any written notice or instruction relating to any Security Account received by you from the Collateral Agent;

	(c)		hold all sums standing to the credit of any Security Account to the order of the Collateral Agent;

	(d)		pay or release any sum standing to the credit of any Security Account in accordance with the written instructions of the Collateral Agent issued from time to time; and

	(e)		pay all sums received by you for the account of the Chargor to the credit of each Security Account of the Chargor with you.

We are not permitted to withdraw any amount from any Security Account without the prior written consent of the Collateral Agent.

We acknowledge that you may comply with the instructions in this letter without any further permission from us or any Chargor and without any enquiry by you as to the justification for or validity of any request, notice or instruction.

The instructions in this letter may not be revoked or amended without the prior written consent of the Collateral Agent.

This letter is governed by English law.

Please send to the Collateral Agent at [•] with a copy to ourselves the attached acknowledgement confirming your agreement to the above and giving the further undertakings set out in the acknowledgement.

Yours faithfully,

(Authorised signatory)

For [Chargor]

PART 2

To: [Collateral Agent]

Copy: [Novelis Europe Holdings Limited]

[Date]

Dear Sirs,

Security agreement dated [ ] between [ ] and others and [ ] (the Security Agreement)

We confirm receipt from [Chargor] (the Chargor) of a notice dated [•] of a charge upon the terms of the Security Agreement over all the rights of the Chargor to any amount standing to the credit of any of its accounts with us at any of our branches (the Security Accounts).

We confirm that we:

	(a)		accept the instructions contained in the notice and agree to comply with the notice;

	(b)		have not received notice of any outstanding interest of any third party in any Security Account;

	(c)		hereby irrevocably and unconditionally waive our rights in respect of and agree not to make any set-off or deduction from the Security Accounts or invoke any right of retention in relation to the Security Accounts, other than in relation to our customary agreed charges or fees payable in connection with the operation or maintenance of the Security Accounts in the ordinary course of business;

	(d)		will disclose to you any information relating to any Security Account requested from us by you;

	(e)		will comply with the terms of any written notice or instruction relating to any Security Account received by us from you;

	(f)		will hold all sums standing to the credit of any Security Account to your order unless otherwise required by law;

	(g)		will pay or release any sum standing to the credit of any Security Account in accordance with your written instructions issued from time to time unless otherwise required by law; and

	(h)		will not permit any amount to be withdrawn from any Security Account without your prior written consent or unless otherwise required by law; and

	(i)		will pay all sums received by us for the account of the Chargor to a Security Account of the Chargor with us unless otherwise required by law or instructed by you.

Nothing contained in any of our arrangements with you shall commit us to providing any facilities or making advances available to the Chargor.

This letter is governed by English law.

Yours faithfully,

(Authorised signatory) [Account Bank]

PART 3

LETTER FOR OPERATION OF SECURITY ACCOUNTS

To: [Account Bank]

[DATE]

Dear Sirs,

Security agreement dated [ ] between [ ] and others and [ ] (the Security Agreement)

We refer to:

1.		the Security Agreement;

2.		the notice to you dated [•] from [Chargor] concerning the accounts referred to in that notice (the Security Accounts); and

3.		the acknowledgement dated [•] issued by you to in response to the notice (the “Acknowledgement”).

In this letter, Security Account means, in relation to [specify Chargor], account number [•], sort code [•] or account number [•], sort code [•] and, in relation to [specify Chargor], account number [•], sort code [•] or account number [•], sort code [•].

We confirm that we consent to the following transactions in relation to the Security Accounts:

(a)		you may make payments on the instructions of the Chargor and debit the amounts involved to any Security Account of the Chargor;

(b)		you may debit to any Security Account of the Chargor amounts due to you by that Chargor; and

(c)		in order to enable you to make available net overdraft, balance offset, netting or pooling facilities to the Chargor you may set-off debit balances on any Security Account against credit balances on any other Security Account with that Chargor if those Security Accounts are included in group netting arrangements operated by you for the Chargor.

We may by notice to you amend or withdraw these consents. If the consents referred above are withdrawn you will operate the Security Accounts in accordance with the terms of the Acknowledgement, save that you may immediately set-off debit balances and credit balances on the Security Accounts as and to the extent that the same relate to your customary agreed charges or fees payable in connection with the operation or maintenance of the Security Accounts in the ordinary course of business.

This letter is governed by English law.

Please acknowledge receipt of this letter by signing and returning to us the enclosed copy of this letter.

Yours faithfully,

(Authorised signatory) [Collateral Agent]

Receipt acknowledged

(Authorised signatory) [Account Bank]

[Date]

SCHEDULE 3

FORMS OF LETTER FOR INSURANCE POLICIES

PART 1

FORM OF NOTICE OF ASSIGNMENT
(for attachment by way of endorsement to the insurance policies)

To: [Insurer]

Copy: [Collateral Agent]

[Date]

Dear Sirs,

Security agreement dated [•] between [•] and others and [•] (the Security Agreement)

This letter constitutes notice to you that under the Security Agreement, [Chargor] (the Chargor) has assigned in favour of [•] as agent and trustee for the Secured Parties referred to in the Security Agreement (the Collateral Agent) as first priority assignee all amounts payable to it under or in connection with any contract of insurance of whatever nature taken out with you by or on behalf of it or under which it has a right to claim (each an Insurance) and all of its rights in connection with those amounts.

A reference in this letter to any amounts excludes all amounts received or receivable under or in connection with any third party liability Insurance and required to settle a liability of a Loan Party to a third party.

We confirm that:

(a)		the Chargor will remain liable under [the] [each] Insurance to perform all the obligations assumed by it under [the] [that] Insurance; and

(b)		none of the Collateral Agent, its agents, any receiver or any other person will at any time be under any obligation or liability to you under or in respect of [the] [any] Insurance.

The Chargor will also remain entitled to exercise all of its rights under [the] [each] Insurance and you should continue to give notices under [the] [each] Insurance to the Chargor, unless and until you receive notice from the Collateral Agent to the contrary. In this event, unless the Collateral Agent otherwise agrees in writing:

(a)		all amounts payable to the Chargor under [the] [each] Insurance must be paid to the Collateral Agent; and

(b)		any rights of the Chargor in connection with those amounts will be exercisable by, and notices must be given to, the Collateral Agent or as it directs.

Please note that the Chargor has agreed that it will not amend or waive any term of or terminate [any of] the Insurance[s] without the prior consent of the Collateral Agent.

The instructions in this letter may not be revoked or amended without the prior written consent of the Collateral Agent.

Please note on the relevant contracts the Collateral Agent’s interest as loss payee and the Collateral Agent’s interest as first priority assignee of those amounts and rights and send to the Collateral Agent at [•] with a copy to ourselves the attached acknowledgement confirming your agreement to the above and giving the further undertakings set out in the acknowledgement.

We acknowledge that you may comply with the instructions in this letter without any further permission from us and without any enquiry by you as to the justification for or validity of any request, notice or instruction.

This letter is governed by English law.

Yours faithfully,

For [Chargor]

PART 2

FORM OF LETTER OF UNDERTAKING

To: [Collateral Agent]

Copy: [Chargor]

[Date]

Dear Sirs,

Security agreement dated [•] between [•] and others and [•] (the Security Agreement)

We confirm receipt from [•] on behalf of [Chargor] (the Chargor) of a notice dated [•] of an assignment by the Chargor upon the terms of the Security Agreement of all amounts payable to it under or in connection with any contract of insurance of whatever nature taken out with us by or on behalf of it or under which it has a right to claim and all of its rights in connection with those amounts.

In consideration of your agreeing to the Chargor continuing their insurance arrangements with us we:

1.		accept the instructions contained in the notice and agree to comply with the notice;

2.		confirm that we have not received notice of the interest of any third party in those amounts and rights;

3.		undertake to note on the relevant contracts your interest as loss payee and as first priority assignee of those amounts and rights;

4.		undertake to disclose to you without any reference to or further authority from the Chargor any information relating to those contracts which you may at any time request;

5.		undertake to notify you of any breach by the Chargor of any of those contracts and to allow you or any of the other Secured Parties (as defined in the Security Agreement) to remedy that breach; and

6.		undertake not to amend or waive any term of or terminate any of those contracts on request by the Chargor without your prior written consent.

This letter is governed by English law.

Yours faithfully,

for [Insurer]

SCHEDULE 4

FORMS OF LETTER FOR PRIMARY CONTRACTS

PART 1

NOTICE TO COUNTERPARTY

To: [Counterparty]

Copy: [Collateral Agent]

[Date]

Dear Sirs,

Security agreement dated [•] between [•] and others and [•] (the Security Agreement)

We confirm that:

(a)		the Chargor will remain liable under [the] [each] Primary Contract to perform all the obligations assumed by it under [the] [that] Primary Contract; and

(b)		none of the Collateral Agent, its agents, any receiver or any other person will at any time be under any obligation or liability to you under or in respect of [the] [any] Primary Contract.

The Chargor will also remain entitled to exercise all of its rights under [the] [each] Primary Contract and you should continue to give notice under [the] [each] Primary Contract to the relevant Chargor, unless and until you receive notice from the Collateral Agent to the contrary. In this event, all of its rights will be exercisable by, and notices must be given to, the Collateral Agent or as it directs.

Please note that the Chargors has agreed that it will not [amend or waive any term of or] terminate [any of] the Primary Contract[s] without the prior consent of the Collateral Agent.

The instructions in this letter may not be revoked or amended without the prior written consent of the Collateral Agent.

This letter is governed by English law.

Yours faithfully,


(Authorised signatory)

For [Chargor]

PART 2

ACKNOWLEDGEMENT OF COUNTERPARTY

To: [Collateral Agent]

Copy: [Chargor]

[Date]

Dear Sirs,

Security agreement dated [•] between [•] and others and [•] (the Security Agreement)

We confirm receipt from [Chargor] (the Chargor) of a notice dated [•] of an assignment on the terms of the Security Agreement of all of the Chargor’s rights in respect of [insert details of the Primary Contract(s) (the Primary Contract[s]).

We confirm that we:

1.		accept the instructions contained in the notice and agree to comply with the notice;

2.		have not received notice of the interest of any third party in [any of) the Primary Contract[s];

3.		undertake to disclose to you without any reference to or further authority from the Chargor any information relating to [the][those] Primary Contract[s] which you may at any time request;

4.		[undertake to notify you of any breach by the Chargor of [the] [any of those] Primary Contract[s] and to allow you or any of the other Secured Parties (as defined in the Security Agreement) to remedy that breach;] and

5.		undertake not to amend or waive any term of or terminate [the] [any of those] Primary Contract[s] on request by the Chargor without your prior written consent.

This letter is governed by English law.

Yours faithfully,


(Authorised signatory)

[Counterparty]

SCHEDULE 5

FORM OF DEED OF ACCESSION

THIS DEED is dated [

BETWEEN:

(1)		[•] (registered number [•]) with its registered office at [•] (the Additional Chargor);

(2)		[•] for itself and as agent for each of the Chargors under and as defined in the Security Agreement referred to below; and

(3)		[•] as agent and trustee for the Secured Parties under and as defined in the Security Agreement referred to below (the Collateral Agent).

BACKGROUND:

(A)		The Additional Chargor is a subsidiary of Novelis Inc.

(B)		The Chargors have entered into a guarantee and security agreement dated [•], 200[•]with the Collateral Agent (the Security Agreement).

(C)		The Additional Chargor has agreed to enter into this Deed and to become a Chargor under the Security Agreement and the Security Trust Deed.

(D)		The Additional Chargor will also, by execution of a separate instruments, become a party to the Intercreditor Agreement as a Loan Party and the Security Trust Deed as a Chargor (as defined in the Security Agreement).

(E)		It is intended that this document takes effect as a deed notwithstanding the fact that a party may only execute this document under hand.

IT IS AGREED as follows:

1.		Interpretation

		Terms defined in the Security Agreement have the same meaning in this Deed unless given a different meaning in this Deed. This Deed is a Loan Document.

2.		Accession

(a)

With effect from the date of this Deed the Additional Chargor:

	(i)		will become a party to the Security Agreement as a Chargor; and

	(ii)		will be bound by all the terms of the Security Agreement which are expressed to be binding on a Chargor, including without limitation, the guarantee contained in Section 2 of the Security Agreement.

3.		Security

		Without limiting the generality of the other provisions of this Deed and the Security Agreement, the Additional Chargor:

	(a)		charges by way of a first legal mortgage all estates or interests in any freehold or leasehold property owned by it (save for Excluded Real Property) and specified in Part 1 of the schedule to this Deed;

	(b)		charges by way of a first legal mortgage all shares owned by it and specified in Part 2 of the schedule to this Deed;

	(c)		charges by way of a fixed charge all plant, machinery, computers, office equipment or vehicles specified in Part 3 of the schedule to this Deed;

	(d)		assigns absolutely, subject to a proviso for re-assignment on redemption, all of its rights in respect of the agreements specified in Part 4 of the schedule to this Deed;

	(e)		charges by way of a fixed charge all of its rights in respect of any Intellectual Property specified in Part 5 of the schedule to this Deed; and

	(f)		charges by way of a fixed charge all of its rights in respect of any amount standing to the credit of any Security Account specified in Part 6 of the schedule to this Deed.

4.		Miscellaneous

		With effect from the date of this Deed:

	(a)		the Security Agreement will be read and construed for all purposes, and the Additional Chargor will take all steps and actions (including serving any notices), as if the Additional Chargor had been an original party in the capacity of Chargor (but so that the security created on this accession will be created on the date of this Deed);

	(b)		any reference in the Security Agreement to this Deed and similar phrases will include this Deed and all references in the Security Agreement to Schedule 1 (or any part of it) will include a reference to the schedule to this Deed (or relevant part of it); and

	(c)		Novelis Europe Holdings Limited, for itself and as agent for each of the Chargors under the Security Agreement, agrees to all matters provided for in this Deed.

5.		Law

		This Deed is governed by English law.

		This Deed has been executed and delivered as a deed on the date stated at the beginning of this Deed.

SCHEDULE



PART		1

REAL PROPERTY

A. Original Property

Freehold/Leasehold Description

B. Excluded Real Property

Leasehold Description



PART		2

SHARES


Name of
company in	Name of nominee (if
which shares	any) by whom shares	Class of	Number of
are held	are held	shares held	shares held
[ ]	[ ]	[ ]	[ ]



PART		3

SPECIFIC PLANT AND MACHINERY

Description



PART		4

SECURITY CONTRACTS

A. Primary Contracts

Description

[e.g. Hedging Documents]

[e.g. Acquisition Documents]

[e.g. Intercompany Loan Agreements]

B. Secondary Contracts



PART		5

SPECIFIC INTELLECTUAL PROPERTY RIGHTS

Description



[PART		6

SECURITY ACCOUNTS

Account number Sort code]


SIGNATORIES (TO DEED OF ACCESSION)

The Additional Chargor

Executed as a deed by	)	Director
[ ]	)
acting by	)
and	)	Director/Secretary

Novelis Europe Holdings Limited

Executed as a deed by	)
[ ]	)	Director
(for itself and as agent for each )
of the Chargors party to )
the Security Agreement	)
referred to in this Deed)	)	Director/Secretary
acting by	)

The Collateral Agent

[ ]

By:


		SIGNATORIES

SIGNED as a Deed by NOVELIS UK LIMITED acting by a director and a director/its secretary:		) ) ) )


SIGNED as a Deed by NOVELIS EUROPE HOLDINGS LIMITED acting by a director and a director/its secretary:		) ) ) )


SIGNATORIES (to Security Agreement)

The Original Chargors

Executed as a deed by	)	Director
NOVELIS UK LTD	)
acting by	)
	)	Director/Secretary

Executed as a deed by	)	Director
NOVELIS EUROPE HOLDINGS LIMITED	)
acting by	)
	)	Director/Secretary

The Collateral Agent

UBS AG, STAMFORD BRANCH

EXHIBIT M-4

Form of
SWISS SECURITY AGREEMENT

[See Tab # F.1-6, 11.]

EXHIBIT M-4-1

Execution Copy July 6, 2007

Agreement

between

Novelis AG

Zurich, Switzerland

and

LaSalle Business Credit, LLC

Chicago, USA

relating to the

Assignment of Trade Receivables, Inter-company Receivables

and Bank Accounts

Assignment Agreement (Novelis AG)

INDEX


1. INTERPRETATION			4
2. ASSIGNMENT AND ASSIGNOR’S OBLIGATIONS			6
3. UP-STREAM AND CROSS-STREAM SECURITIES: LIMITATION AND WITHHOLDING TAX			9
4. RIGHTS AND OBLIGATIONS OF THE COLLATERAL AGENT			10
5 . REPRESENTATIONS AND WARRANTIES			12
6. FURTHER ASSURANCES OF THE ASSIGNOR			12
7. POWERS OF ATTORNEY			12
8. ASSIGNMENTS AND TRANSFERS			13
9. EFFECTIVENESS OF ASSIGNMENT			13
10. COSTS AND EXPENSES			13
11. NOTICES			14
12. SUCCESSOR AGENT			14
13. SEVERABILITY			15
14. WAIVERS AND MOXXXXXXXXXXX			00
00. XXXXXXXXXXXX			00
00. LAW AND JURISDICTION			15
SCHEDULE 1			19
SCHEDULE 2			20
SCHEDULE 3			21
SCHEDULE 4			22
SCHEDULE 5			23
SCHEDULE 6			25

Assignment Agreement (Novelis AG)

This Agreement (the “Agreement”) is made between:

(1)

NOVELIS AG, a company incorporated under the laws of Switzerland, having its seat at Bexxxxxxxxxxxxxx 00, Xxxxxx, Xxxxxxxxxxx (the “Assignor”);

and

(2)

LaSalle Business Credit, LLC, a company incorporated under the laws of Illinois, having its seat at Chicago, acting for itself and in the name and on behalf of the Secured Parties (as defined in this Agreement) (the “Collateral Agent”).

WHEREAS

(A)		The Assignor and the Collateral Agent have entered into that certain Term Loan Agreement on or about July 6, 2007 (the “Term Loan Agreement”) among, inter alia Novelis Inc., Novelis Corporation, Novelis UK Ltd. and the Assignor (each as Borrower) and AV Aluminium Inc. (as Parent Guarantor) and the Collateral Agent, ABN Amro Incorporated and UBS Securities LLC (each as Lender) and other Lenders (as defined therein), whereby the Borrowers were made available certain term loan credit facilities by the Lenders.

(B)		The Assignor and the Collateral Agent have entered into that certain Revolving Credit Agreement on or about July 6, 2007 (the “Revolving Credit Agreement” and together with the Term Loan Agreement: the “Credit Agreements”) among, inter alia Novelis Inc., Novelis Corporation, Novelis UK Ltd. and the Assignor (each as Borrower) and AV Aluminium Inc. (as Parent Guarantor) and the Collateral Agent, ABN Amro Incorporated and UBS Securities LLC (each as Lender) and other Lenders (as defined therein), whereby the Borrowers were made available certain revolving credit facilities by the Lenders.

(C)		On or about July 6, 2007, the Collateral Agent and the Assignor entered into an Intercreditor Agreement governing the relationship and preference rights of the Term Loan Secured Parties and Revolving Secured Parties (as these terms are defined below) among each other in relation to their respective obligations under the Term Loan Agreement and Revolving Credit Agreement (the “Intercreditor Agreement”).

(D)		On or about July 6, 2007, the Assignor entered into a guarantee agreement in favour of UBS AG, Stamford Branch (acting for itself and for the Term Loan Secured Parties) (the “Term Loan Guarantee”).

Assignment Agreement (Novelis AG)

(E)		On or about July 6, 2007, the Assignor entered into a guarantee agreement in favour of the Collateral Agent (acting for itself and for the Revolving Secured Parties) (the “Revolving Guarantee”).

(F)		On or about July 6, 2007, the Assignor and Novelis Deutschland GmbH entered into a receivable purchase agreement (the “Receivables Purchase Agreement”) pursuant to which substantially all receivables owned by Novelis Deutschland GmbH under any of its supply contracts (the “Purchased Receivables”) have been sold and assigned to the Assignor by way of a true sale.

(G)		The Collateral Agent and the Lenders under the Term Loan Agreement and Revolving Credit Agreement require the Assignor to enter into this assignment for security purposes in favour of the Collateral Agent, (i) first for the ratable benefit of the Lenders under the Term Loan Agreement and (ii) second, upon full discharge of the Term Loan Secured Obligations (as defined in this Agreement), for the ratable benefit of the Lenders under the Revolving Credit Agreement.

(H)		The Assignor has agreed to assign (i) the Assigned Receivables, (ii) the Assigned Inter-company Receivables and (iii) the Bank Accounts as security for the Secured Obligations (as these terms are defined in Section 1 below) to the Collateral Agent, acting on behalf of the Secured Parties (as defined in Section 1 below).

IT IS AGREED as follows:

1. INTERPRETATION

1.1		In this Agreement:

		“Assigned Bank Accounts” means all current or future rights, title, interest and action (including any balances and accrued interest) the Assignor may have or acquire in relation to any bank account which the Assignor now has or may at any time have in the future vis-à-vis any bank or other financial institution, including, but not limited to, the bank accounts listed in Schedule 1, together with all rights and benefits relating thereto including privileges and ancillary rights in respect thereof (art. 170 Swiss Code of Obligations);

		“Assigned Inter-Company Receivables” means all current or future receivables owed by Affiliates to Assignor and arising in the course of business of the Assignor, whether contingent or not, incorporated in a title or not, together with all rights and benefits relating thereto including privileges and ancillary rights in respect thereof (art. 170 Swiss Code of

Assignment Agreement (Novelis AG)

Obligations); Currently existing Assigned Inter-Company Receivables are listed in Schedule 2;

		“Assigned Receivables” means all current or future receivables owed by customers or other trade debtors (excluding any Affiliate) to the Assignor and arising in the course of business of the Assignor, whether contingent or not, together with all rights and benefits relating thereto including privileges and ancillary rights in respect thereof (art. 170 Swiss Code of Obligations) but excluding any Purchased Receivables; Currently existing Assigned Receivables are listed in Schedule 3;

		“Assignment” means the assignments by the Assignor of the Assigned Inter-Company Receivables, Assigned Receivables and Assigned Bank Accounts to the Collateral Agent, acting for itself and on behalf of the Secured Parties pursuant to art 164 et seq. of the Swiss Code of Obligations;

		“Business Day” shall mean one day on which the commercial banks in Zurich are open for normal business transactions.

		“Notice of Assignment to Affiliates” means the notice substantially in the form of Schedule 4 to this Agreement;

		“Notice of Assignment to Banks” means the notice substantially in the form of Schedule 5 to this Agreement;

		“Notice of Assignment to Debtors” means the notice substantially in the form of Schedule 6 to this Agreement;

		“Revolving Secured Obligations” means (i) all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Assignor towards the Revolving Secured Parties under the Revolving Guarantee and (ii) the Revolving Credit Obligations (as defined in the Intercreditor Agreement);

		“Revolving Secured Parties” means the Revolving Credit Claimholders as defined in the Intercreditor Agreement;

		“Secured Obligations” means the Revolving Secured Obligations and the Term Loan Secured Obligations;

		“Secured Parties” means the Revolving Secured Parties and the Term Loan Secured Parties;

Assignment Agreement (Novelis AG)

		“Term Loan Secured Obligations” means (i) all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Assignor towards the Term Loan Secured Parties under the Term Loan Guarantee and (ii) the Term Loan Credit Obligations (as defined in the Intercreditor Agreement);

		“Term Loan Secured Parties” means the Term Loan Claimholders as defined in the Intercreditor Agreement.

1.2		Unless defined otherwise herein, capitalized terms and expressions used herein shall have the meaning ascribed to them in the Intercreditor Agreement and the Credit Agreements.

1.3		In this Agreement, (a) a person includes its successors and assigns; (b) headings are for convenience of reference only and are to be ignored in construing this Agreement and (c) references to any agreement or document are references to that agreement or document as amended, supplemented or substituted from time to time, in accordance with its terms.

2. ASSIGNMENT AND ASSIGNOR’S OBLIGATIONS

2.1		The Assignor agrees to assign by way of security to the Collateral Agent (acting for itself and on behalf of the Secured Parties) the Assigned Receivables, the Assigned Inter-Company Receivables and the Assigned Bank Accounts as security for the Secured Obligations until such time as the Secured Obligations have been paid and discharged in full, and no further Secured Obligations are capable of arising. The Assignor confirms that it fully understands and accepts the definition of the term “Secured Obligations”.

2.2		For the purpose of effecting the Assignment, the Assignor hereby:

2.2.1		assigns by way of security to the Collateral Agent and the Secured Parties, the Assigned Receivables, the Assigned Inter-Company Receivables and the Assigned Bank Accounts;

2.2.2		subject as set out in Section 2.10.2, transfers to the Collateral Agent all documents evidencing the Assigned Receivables, the Assigned Inter-Company Receivables and the Assigned Bank Accounts (whether incorporated in a title or not), including but not limited to any written agreement, acknowledgment of debt, certificate, inter-company note, exchange of letters, fax or e-mail).

2.3		The Collateral Agent (acting for itself and on behalf of the Secured Parties) expressly accepts the Assignment provided for in Section 2.2.

Assignment Agreement (Novelis AG)

2.4		The Assignor agrees and undertakes as follows:

2.4.1		Except for liens permitted under the Credit Agreements, the Assignor shall refrain from granting any pledge, encumbrance or other third party rights affecting the Assigned Receivables, the Assigned Inter-Company Receivables and the Assigned Bank Accounts and shall refrain from any other act or omission that would adversely affect the Collateral Agent’s and Secured Parties’ rights under this Agreement or any amounts that are or will become due under any of the Assigned Receivables, the Assigned Inter-Company Receivables and the Assigned Bank Accounts;

2.4.2		without the prior written consent of the Collateral Agent, the Assignor shall not enter into any kind of arrangement that would provide for the non-assignability of any of the Assigned Receivables, the Assigned Inter-Company Receivables and the Assigned Bank Accounts or subject the assignability to the consent of a party other than the Collateral Agent;

2.4.3		the Assignor shall not enter into any arrangement by which the Assigned Receivables, the Assigned Inter-Company Receivables and the Assigned Bank Accounts would be assigned to a party other than the Collateral Agent and/or Secured Parties;

2.4.4		the Assignor shall deliver to the Collateral Agent within 10 Business Days following the end of each calendar quarter (the first time 10 Business Days following September 30, 2007), a list of all its Assigned Receivables, Assigned Inter-Company Receivables and Assigned Bank Accounts outstanding as of the end of the relevant calendar quarter and assigned substantially in the same form as set forth in Schedule 1 to 3 as appropriate;

2.4.5		upon the Collateral Agent’s written request and in no event more than once per year, unless an Event of Default has occurred and is continuing, the Assignor shall deliver to the Collateral Agent, within 10 Business Days from being so requested by the Collateral Agent, an up-dated list of all its Assigned Receivables, Assigned Inter-Company Receivables and Assigned Bank Accounts outstanding as of the day where the Collateral Agent’s request under this paragraph was received substantially in the same form as set forth in Schedule 1 to 3 as appropriate;

2.5		Within 5 Business Days from the Closing Date, the Assignor shall notify the banks of the assignment by way of security of the Assigned Bank Accounts by delivering to such banks a Notice of Assignment to Banks substantially in the form of Schedule 5. The Assignor shall simultaneously send a copy of any Notice of Assignment to Banks to the Collateral Agent. For the purpose of this Agreement, the Assignor shall release the respective banks from the banking secrecy to the extent required for the Collateral Agent to perform its rights and obligations hereunder. Subject to and in accordance with the terms and conditions of the

Assignment Agreement (Novelis AG)

		Credit Agreements, the Assignor shall be authorized to use its bank accounts and any balance on its bank accounts freely without restriction for as long as no Event of Default has occurred and is continuing, except in the circumstances set forth in Section 2.6 below.

2.6		Upon an Activation Notice (as this term is defined in the Credit Agreements) being sent in accordance with Section 9.01 of the Revolving Credit Agreement, the Assignor shall not longer be authorized to use its bank accounts and the Collateral Agent shall be entitled to transfer any balance out of such bank accounts and apply such monies in accordance with Section 9.01 of the Revolving Credit Agreement.

2.7		In the event where any bank would refuse to countersign the Notice of Assignment to Banks listed in Schedule 5 and thereby would refuse to waive any first ranking security interest and/or any right of set-off such bank may have in relation to the Assigned Bank Accounts, the Assignor shall close the Assigned Bank Accounts and open new bank account(s) (not subject to such first ranking security interest or right of set-off) with one or more banking institutions, which would then be assigned by way of security to the Collateral Agent as per the terms of this Agreement.

2.8		Within 5 Business Days from the Closing Date, the Assignor shall notify its respective Affiliates of the assignment by way of security of the Assigned Inter-Company Receivables by delivering to such Affiliate a Notice of Assignment to Affiliates substantially in the form of Schedule 4. The Assignor shall simultaneously send a copy of any Notice of Assignment to Affiliates to the Collateral Agent.

2.9		Subject to and in accordance with the terms and conditions of the Credit Agreements, the Assignor shall be authorized to collect any Assigned Receivables for as long as no Event of Default has occurred and is continuing, and until such time as notified by the Collateral Agent, provided the proceeds of such Assigned Receivables are credited on the Assigned Bank Accounts.

2.10		With respect to any Assigned Inter-Company Receivable and any Assigned Bank Account arising after the date hereof, the Assignor undertakes to:

2.10.1		notify immediately the appropriate debtor of Assigned Inter-Company Receivables or Assigned Bank Accounts by using the appropriate notification form; and

2.10.2		transfer to the Collateral Agent all documents evidencing such Assigned Inter-Company Receivables and Assigned Bank Accounts (whether incorporated in a title or not), including but not limited to any written agreement, acknowledgment of debt, certificate, inter-company note, exchange of letters, fax or e-mail).

Assignment Agreement (Novelis AG)

2.11		With respect to any Assigned Receivable arising after the date hereof, the Assignor undertakes to:

2.11.1		instruct the debtor of such Assigned Receivable to discharge its obligations in relation thereto exclusively on one of the Assigned Bank Accounts; and

2.11.2		upon the reasonable request of the Collateral Agent and upon giving appropriate prior notice, allow representatives of the Collateral Agent to inspect, during normal business hours, all documents evidencing such Assigned Receivable (whether incorporated in a title or not), including but not limited to any written agreement, acknowledgment of debt, certificate, inter-company note, exchange of letters, fax or e-mail.

2.12		Within 5 calendar days after the Collateral Agent has notified the Assignor that an Event of Default has occurred and is continuing, the Assignor shall notify its current and future debtors of Assigned Receivables of the Assignment by delivering to such debtors a Notice of Assignment to Debtors substantially in the form of Schedule 6 but, where necessary or appropriate, in the respective language of the addressee. The Assignor shall simultaneously send a copy of any Notice of Assignment to Debtors to the Collateral Agent.

2.13		After the Collateral Agent has notified the Assignor that an Event of Default has occurred and is continuing, the Assignor shall co-operate with the Collateral Agent and use its best commercially reasonable endeavors in assisting the Collateral Agent in collecting the Assigned Receivables, Assigned Inter-Company Receivables and Assigned Bank Accounts.

2.14		Before the Collateral Agent has notified the Assignor that an Event of Default has occurred and is continuing, the Assignor undertakes that the Assigned Receivables and the Assigned Inter-Company Receivables be paid onto the Assigned Bank Accounts as set out in Schedule 1.

2.15		After the Collateral Agent has notified the Assignor that an Event of Default has occurred and is continuing, the Assigned Receivables, the Assigned Inter-Company Receivables and the Assigned Bank Accounts shall be paid to the Collateral Agent or as directed by the Collateral Agent.

3.		UP-STREAM AND CROSS-STREAM SECURITIES: LIMITATION AND WITHHOLDING TAX

3.1		If and to the extent (i) the obligations of the Assignor under this Agreement are for the exclusive benefit of the Affiliates of such Assignor (except for the (direct or indirect) Subsidiaries of such Assignor) and (ii) that complying with such obligations would constitute a repayment of capital (“Kapitalrückzahlung”) or the payment of a (constructive) dividend

Assignment Agreement (Novelis AG)

(“Dividendenausschüttung”), then the limitations set forth in Section 3 of the Term Loan Guarantee and the Revolving Guarantee entered into by the Assignor shall apply to any enforcement of the security interest created hereunder and the proceeds of such enforcement.

4.		RIGHTS AND OBLIGATIONS OF THE COLLATERAL AGENT

4.1		Provided the Assignor has not complied with the obligations set out in Section 2.5 and 2.8 within the time limits set forth therein, the Collateral Agent shall be entitled, at any time on or after the sixth Business Day after the Closing Date, to notify or to request the Assignor to notify to the relevant debtor, the Assignment in respect of all or part of the Assigned Inter-Company Receivables or the Assigned Bank Accounts:

4.1.1		In the form of Schedule 4 to this Agreement with respect to Assigned Inter-Company Receivables;

4.1.2		In the form of Schedule 5 to this Agreement with respect to Assigned Bank Accounts;

4.2		The Collateral Agent shall be entitled to notify, or request the Assignor to notify, the Assignment in respect of all or part of the Assigned Bank Accounts and Assigned Inter- Company Receivables to the relevant debtors following the receipt of up-dated Schedule 1 or Schedule 2 in accordance with Section 2.4.4.

4.3		The Collateral Agent has the right to request that the Assignor transfers to the Collateral Agent all documents evidencing the Assigned Receivables, the Assigned Inter-Company Receivables and the Assigned Bank Accounts (whether incorporated in a title or not), including but not limited to any written agreement, acknowledgment of debt, certificate, inter-company note, exchange of letters, fax or e-mail).

4.4		After the Collateral Agent has notified the Assignor that an Event of Default has occurred and is continuing, the Collateral Agent shall be entitled to request immediately the Assignor to notify the debtors of the Assigned Receivables of the Assignment, and, if the Collateral Agent has not received evidence of such notification within five calendar days in accordance with Section 2.12, the Collateral Agent shall be entitled to notify on its own, the Assignment in respect of all or part of the Assigned Receivables to the relevant debtors by a Notice of Assignment to Debtors substantially in the form of Schedule 6 to this Agreement.

4.5		After the Collateral Agent has notified the Assignor that an Event of Default has occurred and is continuing or, with respect to the Assigned Receivables exclusively, 5 calendar days after such notification:

Assignment Agreement (Novelis AG)

4.5.1		the Collateral Agent shall be entitled, but not obligated, to collect any Assigned Receivable, any Assigned Inter-Company Receivable and any Assigned Bank Account and to apply the amounts collected towards the discharge of the Secured Obligations in accordance with the Intercreditor Agreement;

4.5.2		the Collateral Agent shall have the right to access the premises of the Assignor to the full extent necessary during ordinary business hours, at the sole discretion of the Collateral Agent, to ascertain the existence and particulars of the Assigned Receivables, the Assigned Inter-Company Receivables and the Assigned Bank Accounts;

4.5.3		the Collateral Agent shall be entitled, but not obligated, to undertake on its own initiative and cost any acts it deems appropriate to collect any overdue or bad claim under the Assigned Receivables, the Assigned Inter-Company Receivables and the Assigned Bank Accounts and shall apply the amounts so collected towards the discharge of the Secured Obligations in accordance with the Intercreditor Agreement; and

4.5.4		to the extent that collection of any Assigned Receivable, any Assigned Inter-Company Receivable and/or any Assigned Bank Account is not possible or is deemed unduly burdensome in the reasonable opinion of the Collateral Agent, the latter shall be entitled to sell such Assigned Receivables, Assigned Inter-Company Receivables and/or Assigned Bank Accounts by private sale (“Private Verwertung (Selbstverkauf)”), without regard to the enforcement procedure provided for by the Swiss Federal Law on Debt Collection and Bankruptcy, and apply the proceeds (less all costs and expenses) of such sale towards the discharge of the Secured Obligations. The Collateral Agent shall apply such proceeds in accordance with the Intercreditor Agreement. The Collateral Agent shall discharge its rights under this Agreement with the same degree of care it would use in respect of its own property.

4.6		Upon repayment and discharge in full of the Secured Obligations, the Collateral Agent, at the costs of the Assignor, shall promptly, and in any event within 5 Business Days from the full discharge of the Secured Obligations, re-assign the remainder, if any, of the Assigned Receivables, Assigned Inter-Company Receivables and/or Assigned Bank Accounts to the Assignor.

4.7		Notwithstanding anything herein to the contrary, the security interest 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 hereunder are subject to the provisions of the Intercreditor Agreement. 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.

Assignment Agreement (Novelis AG)

5. REPRESENTATIONS AND WARRANTIES

5.1		Without prejudice to the representations and warranties made under the Credit Agreements, the Assignor represents and warrants to the Collateral Agent that:

5.1.1		it is a company duly established, validly existing and registered under the laws of Switzerland, capable of suing and being sued in its own right and having the power and authority and all necessary governmental and other material consents, approvals, licenses and authorizations under any applicable jurisdiction to own its property and assets and to carry on its business as currently conducted;

5.1.2		as long as this Agreement remains in force, the Assigned Receivables, the Assigned Inter-Company Receivables and the Assigned Bank Accounts are and will continue to be (and any Assigned Receivable, any Assigned Inter-Company Receivable and any Assigned Bank Account coming into existence in the future will be) free and clear of any pledge, encumbrance or other third party interests, with the exception of any liens permitted under the Credit Agreements;

5.1.3		subject to the qualifications set out in the legal opinion of Borrowers’ Swiss counsel, this Agreement constitutes (i) its legal, valid and binding obligations enforceable against it pursuant to its terms and (ii) a valid and effective transfer of the Assigned Receivables, the Assigned Inter-Company Receivables and the Assigned Bank Accounts from Assignor to the Collateral Agent and the Secured Parties.

6. FURTHER ASSURANCES OF THE ASSIGNOR

The Assignor shall promptly do all things and execute all documents that are required by the Collateral Agent for the purpose of securing or perfecting the Assignment provided for in this Agreement.

7. POWERS OF ATTORNEY

The Assignor authorizes the Collateral Agent to be its attorney and in its name, on its behalf and as its act to execute, deliver and perfect all documents (including giving notifications and instructions to customers of the Assignor) and do all things that are necessary for carrying out any obligation imposed on the Assignor under this Agreement, provided that the Assignor does not carry out such obligation in due time in accordance with the terms of this Agreement, or exercising any of the rights conferred on the Collateral Agent by this Agreement or by law, in particular in connection with a private realization (“Private Verwertung (Selbstverkauf)”)

Assignment Agreement (Novelis AG)

but in any case only after the Collateral Agent has notified the Assignor that an Event of Default has occurred and is continuing.

8. ASSIGNMENTS AND TRANSFERS

The rights and obligations of the Assignor under this Agreement may not be assigned or transferred without the prior written consent of the Collateral Agent. The assignment of the rights and obligations of the Collateral Agent under this Agreement shall be restricted to and made in accordance with Section 12 below. Nothing in this Agreement shall be construed as limiting the right of the Secured Parties to assign their rights and obligations under the Credit Agreements in accordance with the relevant provisions thereof.

9. EFFECTIVENESS OF ASSIGNMENT

9.1		The security constituted by the Assignments under this Agreement shall be cumulative, in addition to and independent of every other security which the Collateral Agent and/or Secured Parties may at any time hold for the Secured Obligations or any rights, powers and remedies provided by law.

9.2		No failure on the part of the Collateral Agent and/or Secured Parties to exercise, or delay on its part in exercising, any rights hereunder shall operate as waiver thereof, nor shall any single or partial exercise of any rights hereunder preclude any further or other exercise of that or any other rights.

9.3		The Collateral Agent and/or Secured Parties shall not be liable by reason of taking any action permitted by this Agreement.

10. COSTS AND EXPENSES

The Assignor shall bear all reasonable costs and expenses (including, without limitation, legal fees, stamp duties or other duties) incurred in connection with the execution, perfection or implementation of the Assignment hereby constituted or the exercise of any rights hereunder and the Assignor shall reimburse and indemnify the Collateral Agent for any such costs or expenses reasonably incurred by it.

Assignment Agreement (Novelis AG)

11. NOTICES

All notices or other communications made or given in connection with this Agreement shall be made by facsimile or letter as follows:


a)	if to the Assignor

	Novelis AG

	Address:	Xxxxxxxxxxxxxxxx 00 XX- 0000 Xxxxxx
	Fax:	x00 00 000 00 00
	Attn:	Legal Counsel

b)	if to the Collateral Agent

	LaSalle Business Credit, LLC

	Address	000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000
		Xxxxxxx, Xxxxxxxx 00000
	Fax:	x0 (000) 000-0000
	Attn:	Xxxxxx Xxxxxxxxxxx
	Email:	xxxxxx.xxxxxxxxxxx@xxxxxxx.xxx

or to such other address or facsimile numbers or e-mail address as is notified in writing from time to time by one party to the other party under this Agreement. Notices shall be effective upon receipt.

Each notice, communication and document given under or in connection with this Agreement shall be in English or, if not, accompanied by an accurate translation thereof which has been confirmed by authorized signatory of the party giving the same as being a true and accurate translation.

12. SUCCESSOR AGENT

If a successor of the Administrative Agent and Collateral Agent is appointed in accordance with the Credit Agreements, the parties hereto shall enter into an agreement whereby the Collateral Agent is replaced by the successor agent as party to this Agreement.

Assignment Agreement (Novelis AG)

13. SEVERABILITY

If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, this shall not affect or impair (i) the validity or enforceability in that jurisdiction of any other provision of this Agreement or (ii) the validity or enforceability in any other jurisdiction of that or any other provision of this Agreement, and the parties will negotiate in good faith to replace the relevant provision by another provision reflecting as closely as possible the original intention and purpose of the parties.

14. WAIVERS AND MODIFICATIONS

This Agreement may be terminated, amended or modified only specifically and in writing signed by the parties hereto.

15. COUNTERPARTS

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

16. LAW AND JURISDICTION

16.1		This Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland.

16.2		Subject to the subsequent paragraph, the Commercial Court of the Canton of Zurich (Handelsgericht des Kantons Zürich), Switzerland, shall have exclusive jurisdiction for all disputes, differences or controversies relating to, arising from or in connection with this Agreement.

16.3		Notwithstanding the foregoing, any legal action or proceeding with respect to this Agreement may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York or any other competent court having jurisdiction under the relevant Credit Agreement, provided that a legal action or proceeding under any of the Credit Agreements is already pending before such court or a claim under any of the Credit Agreements is submitted simultaneously with a claim in respect to this Agreement to such court. By execution and delivery of this Agreement, the Assignor hereby accepts for itself and in respect of its property, subject to the aforementioned condition, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non convenients, that any of

Assignment Agreement (Novelis AG)

		them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions.

16.4		The Assignor hereby irrevocably designates, appoints and empowers Novelis Corporation, attn: Xxxxxxx Xxxx, Secretary, 0000 Xxxxxxxx Xxxx., Xxxxxxxx Xxxxxxx XX 00000-0000. XXX (telephone number: x0 000 000 0000) (telecopy number: x0 000 000 0000 (the “Process Agent”), in the case of any suit, action or proceeding brought in the United States of America as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any action or proceeding arising out of, or in connection with, this Agreement. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to the Assignor in care of the Process Agent at the Process Agent’s above address, and the Assignor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

THE FOLLOWING TWO PAGES ARE THE SIGNATURE PAGES

Assignment Agreement (Novelis AG)

SIGNATURE PAGE

LaSalle Business Credit, LLC,

as Collateral Agent for itself and on behalf of the Secured Parties

Assignment Agreement (Novelis AG)

SIGNATURE PAGE

NOVELIS AG,

as Assignor

Date:

EXHIBIT M-5

Form of
GERMAN SECURITY AGREEMENT

[See Tab # G.2-3, 5-9.]

EXHIBIT M-5-1

XXXXXXX XXXX
Execution Copy

NOVELIS Deutschland GmbH
as Pledgor

and

UBS AG, STAMFORD BRANCH
as Administrative Agent, Collateral Agent and Original Pledgee 1

ABN AMRO INCORPORATED
as Joint Lead Arranger, Joint Bookmanager and Original Pledgee 2

UBS SECURITIES LLC
as Joint Lead Arranger, Joint Bookmanager and Original Pledgee 3

and

other Parties
as Pledgees

SECOND RANKING ACCOUNT PLEDGE AGREEMENT
(VERPFÄNDUNG VON BANKKONTEN)

TABLE OF CONTENTS


	PAGE

1. DEFINITIONS AND LANGUAGE		2
2. CREATION OF PLEDGES		4
3. SECURED OBLIGATIONS		6
4. DISPOSALS OVER ACCOUNTS		6
5. REALISATION OF THE PLEDGES		6
6. WAIVER OF PLEDGORS’ DEFENCES AND OF SUBROGATION RIGHTS		8
7. RELEASE OF THE PLEDGES		9
8. DURATION AND INDEPENDENCE		9
9. REPRESENTATIONS AND XXXXXXXXXX		00
00. UNDERTAKINGS OF THE PLEDGOR		11
11. LIMITATION OF ENFORCEMENT		13
12. ECONOMIC OWNERSHIP OF THE ACCOUNTS		16
13. INTERCREDITOR AGREEMENT		16
14. NOTICES		17
15. WAIVER		18
16. COUNTERPARTS		18
17. GOVERNING LAW AND JURISDICTION		18
18. LIABILITY AND INDEMNIFICATION		19
19. AMENDMENTS		19
20. ANNEXES, SCHEDULES		19
21. SEVERABILITY		19
SCHEDULE 1 LIST OF LENDERS		1
SCHEDULE 2 LIST OF BANK ACCOUNTS OF PLEDGOR		1
SCHEDULE 3 NOTICE OF PLEDGE		1
SCHEDULE 4 FORM OF ACKNOWLEDGEMENT		3

Term Loan: Account Pledge Agreement

This ACCOUNT PLEDGE AGREEMENT (the “Agreement”) is made on July 6, 2007

Among:

(1)		Novelis Deutschland GmbH, a limited liability company organized under the laws of Germany, having its business address at Xxxxxxxxxxxx Xxxxxxx 0, 00000 Xxxxxxxxx, Xxxxxxx which is registered in the commercial register at the local court (Amtsgericht) of Göttingen under HRB 772 (the “Pledgor”);

(2)		UBS AG, Stamford Branch, a company organised under the laws of Switzerland having its business address at 000 Xxxxxxxxxx Xxxx, Xxxxxxxx, XX 00000 (the “Collateral Agent”, “Administrative Agent” and “Original Pledgee 1”, as applicable),

(3)		ABN Amro Incorporated, a company organised under the laws of New York having its business address at 00 X 00^xx Xxxxxx, Xxx Xxxx, XX 00000 (the “Original Pledgee 2”);

(4)		UBS Securities LLC, a company organised under the laws of Delaware having its business address at 000 Xxxxxxxxxx Xxxx, Xxxxxxxx, XX 00000 (the “Original Pledgee 3”);

(5)		the institutions listed in Schedule 1 (List of Original Lenders) hereto in their capacity as lenders or other secured parties under or in connection with the Credit Agreement (as defined below) (together with the Original Pledgee 1, the Original Pledgee 2 and the Original Pledgee 3, the “Original Pledgees”); and

(6)		the Future Pledgees, as defined herein.

WHEREAS:

(A)

Pursuant to a credit agreement dated as of July 6, 2007 (the “Credit Agreement”) among NOVELIS INC., a corporation formed under the Canada Business Corporations Act (the “Canadian Borrower”), NOVELIS CORPORATION, a Texas corporation (the “U.S. Borrower” and, together with the Canadian Borrower, the “Borrowers”), AV ALUMINUM INC., a corporation formed under the Canada Business Corporations Act (“Holdings”), the other guarantors party thereto, the Lenders (as defined below) party thereto,

Term Loan: Account Pledge Agreement

		UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties, ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”), and the other agents party thereto, the Lenders have agreed to extend credit in the form of Term Loans (the “Loan”) to the Borrowers.

(B)		The Pledgor has entered into an agreement on the abstract acknowledgement of indebtedness (Abstraktes Schuldanerkenntnis) with, inter alia, the Collateral Agent on or about the date hereof (the “Abstract Acknowledgement of Debt”).

(C)		It is one of the conditions for granting the Loan that the Pledgor enters into this Agreement.

(D)		In connection with an ABL revolving loan agreement dated on or about the date hereof, (the “ABL Loan Agreement”), the Pledgor has agreed to grant a first ranking pledge over its Accounts (as defined below) as security for the obligations arising under or in connection with the ABL Loan Agreement.

(E)		The Pledgor has agreed to grant a second ranking pledge over its Accounts (as defined below) as security for the Pledgees’ (as defined below) respective claims against the Loan Parties (as defined below) under or in connection with the Credit Agreement.

NOW, IT IS AGREED as follows:

1.		DEFINITIONS AND LANGUAGE

1.1		In this Agreement:

“Account Bank” means, with regard to each Account, the bank specified as an account bank in Schedule 2 (List of Bank Accounts).

“Accounts” means the accounts specified in Schedule 1 (List of Bank Accounts).

“Business Days” means a day (other than a Saturday or a Sunday) on which banks are open for general business in New York City and Frankfurt am Main.

“Future Pledgee” means any entity which may become a pledgee hereunder by way of (i) transfer of the Pledges by operation of law following the transfer or assignment

Term Loan: Account Pledge Agreement

(including by way of novation or assumption (Vertragsübernahme)) of any part of the Secured Obligations from any of the Original Pledgees or Future Pledgee to such future pledgee and/or (ii) accession to this Agreement by ratification pursuant to sub-clause 2.3 hereof as pledgee.

“Lenders” has the meaning given in the Credit Agreement.

“Pledgees” means the Original Pledgees and the Future Pledgees, and “Pledgee” means any of them.

“Pledges” means the pledges created pursuant to Clause 2.

“Secured Obligations” shall mean (a) obligations of the Borrowers and the other Loan Parties from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing (and interest that would have accrued but for such proceeding) during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, if allowed in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrowers and the other Loan Parties under the Credit Agreement and the other Loan Documents, and (b) the due and punctual payment of all obligations of the Borrowers and the other Loan Parties under each Hedging Agreement entered into with any counterparty that is a Secured Party.

“Term Loan Collateral Agent Appointment Letter” shall mean a letter agreement whereby the Collateral Agent is appointed as Collateral Agent by Secured Parties that enter into Hedging Agreements.

“Trust Agreement” means the trust agreement between the Pledgor and the Novelis Deutschland GmbH pursuant to which the Pledgor is the beneficiary of some or all of the accounts of Novelis Deutschland GmbH.

“Trust Accounts” are the Accounts subject to the Trust Agreement and which are identified accordingly in Schedule 2.

“Trust Account Beneficiary” means Novelis AG, a stock corporation organized under the laws of Switzerland, having its business address at Xxxxxxxxx 00, 0000 Xxxxxx, Xxxxxxxxxxx.

Term Loan: Account Pledge Agreement

1.2		In this Agreement, references to a person include its successors and assigns, and references to a document are references to that document as amended, restated, novated and/or supplemented from time to time.

1.3		Capitalized terms not otherwise defined in this Agreement shall have the same meaning as given in the Credit Agreement.

1.4		Unless otherwise indicated, the definition of a term in the singular shall include the definition of such term in the plural and vice versa.

1.5		This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

1.6		Any reference in this Agreement to a “Clause”, “sub-clause” or “Schedule” shall, subject to any contrary indication, be construed as a reference to a clause, a sub-clause or a schedule hereof.

2.		CREATION OF PLEDGES

2.1		The Pledgor hereby pledges to each of the Pledgees:

2.1.1		any present and future credit balances, including interest, standing from time to time to the credit of,

(A)		its Accounts;

(B)		any present and future replacement accounts, sub-accounts, re-designated accounts and renumbered accounts which are opened or will be opened in the future in replacement of, or in connection with, its Accounts; and

2.1.2		all other present and future rights to receive payments in connection with its Accounts, including claims for damages or unjust enrichment.


2.2		Each of the Original Pledgees hereby accepts the Pledges for itself.

Term Loan: Account Pledge Agreement

2.3		The Collateral Agent accepts, as representative without power of attorney (Vertreter ohne Vertretungsmacht) the respective Pledges for and on behalf of each Future Pledgee. Each Future Pledgee will ratify and confirm the declarations and acts so made by the Collateral Agent on its behalf by accepting the transfer or assignment (including by way of novation or assumption (Vertragsübernahme)) of the Secured Obligations (or part of them) from a Pledgee or by becoming party to any Loan Document or by executing a Term Loan Collateral Agent Appointment Letter. Upon such ratification (Genehmigung) such Future Pledgee becomes a party to this Agreement, it being understood that any future or conditional claim (zukünftiger oder bedingter Anspruch) of such Future Pledgee arising under the Credit Agreement shall be secured by the Pledges constituted hereunder.

2.4		All parties hereby confirm that the validity of the Pledges granted hereunder shall not be affected by the Collateral Agent acting as representative without power of attorney for each Future Pledgee.

2.5		The validity and effect of each of the Pledges shall be independent of the validity and the effect of the other Pledges created hereunder. The Pledges to each of the Pledgees shall be separate and individual pledges ranking pari passu with the other Pledges created hereunder.

2.6		The Pledges created hereunder shall be subordinated to any pledges created over the Accounts in connection with the ABL Loan Agreement, but shall rank ahead of any other security interest or third party right currently in existence or created in the future over any of the Accounts, including the Account Bank’s pledges.

2.7		Each of the Pledges is in addition, and without prejudice, to any other security the Pledgees may now or hereafter hold in respect of the Secured Obligations.

2.8		For the avoidance of doubt, the parties agree that nothing in this Agreement shall exclude a transfer of all or part of the Pledges created hereunder by operation of law upon the transfer or assignment (including by way of novation or assumption (Vertragsübernahme)) of all or part of the Secured Obligations by any Pledgee to a Future Pledgee.

Term Loan: Account Pledge Agreement

3.		SECURED OBLIGATIONS

3.1		The security created hereunder secures the payment of (a) all Secured Obligations of the Borrowers and the other Loan Parties arising under or in connection with the Credit Agreement and the other Loan Documents and (b) the obligations under the Abstract Acknowledgement of Indebtedness.

4.		DISPOSALS OVER ACCOUNTS

4.1		In relation to the Account Banks, the Pledgor shall be authorized to dispose over (verfügen) its respective Accounts in the ordinary course of business. This authorization shall, in particular, include the right to withdraw and transfer funds from its respective Accounts. Each Account may only be closed with the prior written consent of the Collateral Agent, acting on behalf of the Pledgees. The Pledgees, acting through the Collateral Agent, shall be entitled to revoke the authorization granted under this Clause 4 at any time after any of the events described in Clauses 5.1 or 5.4 has occurred.

4.2		Upon the occurrence of an Event of Default which is continuing, unremedied and unwaived, the Collateral Agent, on behalf of the Pledgees, shall irrevocably and at any and all times be entitled to (i) notify the Account Bank of the forthcoming enforcement of the Pledges and (ii) instruct each and every Account Bank that as of receipt of such notice it shall no longer allow any dispositions by the Pledgor over any amounts standing to the credit on the respective Account. The Collateral Agent shall notify the Pledgor accordingly.

5.		REALISATION OF THE PLEDGES

5.1		The Pledges shall become enforceable if an Event of Default is continuing, unremedied and unwaived, the requirements set forth in Section 1273 para. 2, 1204 et seq. of the German Civil Code with regard to the enforcement of any of the Pledges are met (Pfandreife) and the Collateral Agent, acting on behalf of the Pledgees, gives notice to the Pledgor that the Pledges in question are enforceable. After the Pledges have become enforceable, the Collateral Agent may in its absolute discretion enforce all or any part of these Pledges in any manner it sees fit.

Term Loan: Account Pledge Agreement

5.2		The realization of the Pledges (or any part thereof) shall not require a prior court ruling or any other enforceable title (vollstreckbarer Titel). Section 1277 of the German Civil Code (Bürgerliches Gesetzbuch) is thus excluded.

5.3		The Collateral Agent, acting on behalf of the Pledgees, shall be entitled to realize the Pledges — either in whole or in part — in any legally permissible manner.

5.4		The Collateral Agent shall give the Pledgor at least 10 (ten) Business Days prior written notice of the intention to realize any of the Pledges (the “Realization Notice”). Such Realization Notice is not necessary if the observance of the notice period will have a materially adversely affect the security interests of the Pledgees. Such Realization Notice shall in particular not be required, if:

5.4.1		the Pledgor ceases to make payments to third parties generally (within the meaning of Section 17 (2), Sentence 2 of the German Insolvency Regulation, Insolvenzordnung);

5.4.2		the Pledgor becomes over-indebted (within the meaning of Section 19 of the German Insolvency Regulation), or illiquid (within the meaning of Section 17 of the German Insolvency Regulation);

5.4.3		the Pledgor files an application for the institution of insolvency proceedings or similar proceedings over its assets;

5.4.4		any third party files an application for the institution of insolvency proceedings or similar proceedings over the assets of the Pledgor, provided such application is not unfounded; or

5.4.5		a preliminary insolvency administrator (vorläufiger Insolvenzverwalter) or an insolvency administrator or any similar kind of receiver, liquidator or administrator has been appointed over the assets of the Pledgor.

5.5		If the Collateral Agent, acting on behalf of the Pledgees, decides not to enforce the Pledges over all of the Accounts, it shall be entitled to determine, in its sole discretion, which of the Accounts shall be realized.

Term Loan: Account Pledge Agreement

5.6		The Collateral Agent, acting on behalf of the Pledgees, may take all measures and enter into all agreements with the Account Banks or any third-party creditor which it considers necessary or expedient in connection with the realization of the balances on the Accounts, taking into account the legitimate interests of the Pledgor. In particular, the Collateral Agent may, on behalf of the Pledgor, declare the termination of time deposits or similar contractual arrangements made in respect of the Accounts.

5.7		For the purpose of realizing the balances on the Accounts, the Pledgor shall, upon the Collateral Agent’s request, acting on behalf of the Pledgees, promptly (unverzüglich) furnish the Collateral Agent with all documents of title and other relevant documents held by the Pledgor, and shall, at its own expense, forthwith render all assistance which is necessary or expedient in respect of the realization of the balances on the Accounts.

5.8		Following the realization of all or part of the Pledges, the net proceeds (net proceeds shall mean proceeds less any taxes and costs) shall be used to satisfy the Secured Obligations.

6.		WAIVER OF PLEDGORS’ DEFENCES AND OF SUBROGATION RIGHTS

6.1		The Pledgor hereby waives all defenses against enforcement that may be raised on the basis of potential avoidance (Anfechtbarkeit) and set-off pursuant to Sections 1211, 770 of the German Civil Code. This waiver shall not apply to a set-off with counterclaims that are (i) uncontested (unbestritten) or (ii) based on a binding non- appealable court decision (rechtskräftig festgestellt).

6.2		If the Pledges are enforced, or if the Pledgor has discharged any of the Secured Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor — Forderungsübergang auf den Verpfänder) shall not apply, and no rights of the Pledgees shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall not at any time before, on or after an enforcement of the Pledges and as a result of the Pledgor entering into this Agreement, be entitled to demand indemnification or compensation from any Borrower, any Guarantor or any of its affiliates or to assign any of these claims.

Term Loan: Account Pledge Agreement

7.		RELEASE OF THE PLEDGES

7.1		Upon full and final satisfaction of all Secured Obligations, the Collateral Agent, acting on behalf of the Pledgees, shall at the cost and expense of the Pledgor confirm to the Pledgor in writing the release of the Pledges, do everything necessary to effect that release, and surrender the surplus proceeds, if any, resulting from any realization of the Pledges to the Pledgor. This shall not apply to the extent that the Pledgees have to surrender the Accounts or such proceeds to a third party who is entitled to the Accounts or to such proceeds. For the avoidance of doubt, the Parties are aware that, upon the complete and final satisfaction of all Secured Obligations, the Pledges will expire and cease to exist due to their accessory nature (Akzessorietät) by operation of German law.

7.2		At any time when the total value of the aggregate security granted by the Pledgor to secure the Secured Obligations (the “Security”) which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Xxxx) exceeds 110% of the Secured Obligations (the “Limit”) not only temporarily, the Pledgees shall on demand of the Pledgor release such part of the Security (Sicherheitenfreigabe) as the Pledgees may in their reasonable discretion determine so as to reduce the realisable value of the Security to the Limit.

8.		DURATION AND INDEPENDENCE

8.1		Without prejudice to Clause 8.2, in no event shall the Pledges expire before and unless all Secured Obligations have been fully and finally discharged and there is no amount outstanding under the Secured Obligations, whether for principal, interest, fees, discounts or other costs, expenses, charges or otherwise.

8.2		The Pledges shall provide a continuing security and, to the largest extent possible under applicable law, no change or amendment whatsoever in and to the Secured Obligations and to any document relating to the Secured Obligations shall affect the validity of this Agreement nor shall it limit the obligations which are imposed on the Pledgor hereunder.

Term Loan: Account Pledge Agreement

8.3		This Agreement is in addition to, and independent of, any other security or guarantee the Pledgees may now or hereafter hold in respect of the Secured Obligations. None of such security or guarantee shall prejudice, or shall be prejudiced by, the Pledges in any way.

9.		REPRESENTATIONS AND WARRANTIES

The Pledgor represents and warrants (sichert zu) to each of the Pledgees by way of an independent guarantee (selbständiges Garantieversprechen) that, at the date hereof:

9.1		except the rights of the Trust Account Beneficiary with respect to the Trust Accounts created under the Trust Agreement, it is the unrestricted legal and economic owner of its respective Accounts;

9.2		except for the foreign accounts listed in Exhibit 1 to Schedule 2, it does not own any other accounts in or outside the Federal Republic of Germany other than its respective Accounts;

9.3		the information provided in this Agreement relating to its respective Accounts is accurate and complete in all material respects;

9.4		except the rights of the Trust Account Beneficiary with respect to the Trust Accounts created under the Trust Agreement and security for the ABL Loan Agreement, its respective Accounts are free from any liens, rights of retention (Zurückbehaltungsrechte), other encumbrances and other third party rights;

9.5		the Pledges granted to Pledgees will (upon effectiveness of this Agreement but subject to receipt of the executed schedule confirmation by the Account Banks) will be subordinated only to the pledges over the Accounts created in connection with the ABL Loan Agreement but will rank ahead of any other current or future third party security interest over the Accounts;

9.6		the Pledges constituted hereunder are valid and enforceable without enforceable judgment or other instrument (vollstreckbarer Titel) subject to any qualification in the legal opinion to be issued by the law firm of Noerr Stiefenhofer Xxxx in relation hereto; and

Term Loan: Account Pledge Agreement

9.7		it has not ceased payments within the meaning of Section 17 (2), Sentence 2 of the German Insolvency Regulation, nor is it over-indebted within the meaning of Section 19 of the German Insolvency Regulation or in terms of the German generally accepted accounting principles (Grundsätze ordnungsmäßiger Buchführung), nor is it illiquid within the meaning of Section 17 of the German Insolvency Regulation, nor is its illiquidity imminent within the meaning of Section 18 of the German Insolvency Regulation.

10.		UNDERTAKINGS OF THE PLEDGOR

The Pledgor undertakes:

10.1		to notify promptly (unverzüglich), substantially in the form set out in Schedule 3 (Notice of Pledge), its Account Banks of the creation of the Pledges, and to obtain from each such Account Bank to confirm vis-à-vis the Original Pledgee the receipt of the notice;

10.2		to ensure that its Account Banks release the Accounts from any charges (pledges, rights of retention, rights of set-off, etc.), including charges created pursuant to the respective Account Bank’s standard terms and conditions (Allgemeine Geschäftsbedingungen), or subordinate such rights, by the Account Bank signing a confirmation substantially in the form set out in Schedule 4 (Form of Acknowledgement). It is understood among the Parties that a failure by an Account Bank to submit such confirmation to the Original Pledgee does not affect the validity or enforceability of the Pledges;

10.3		upon the occurrence of an Event of Default which is continuing, the Pledgor shall upon the request of the Collateral Agent, acting on behalf of the Pledgees, deliver to the Collateral Agent information on the current status of the Accounts;

10.4		to provide (and to instruct the Account Banks to provide) the Collateral Agent, on behalf of the Pledgees, with all information, evidence and documentation which the Collateral Agent, acting on behalf of the Pledgees, may reasonably request in connection with the administration and realization of the Accounts. After any of the events described in Clauses 5.1 or 5.4 has occurred, (i) the Collateral Agent, acting on behalf of the Pledgees, is hereby authorized to obtain all information and documents (including bank account extracts and other information on the current status of the Accounts) directly from the

Term Loan: Account Pledge Agreement

		Account Banks in its own name and at the Pledgor’s costs, and (ii) the Pledgees and their designees are permitted to inspect, audit and make copies of, and extracts from, all records and all other papers in the possession of the Pledgor which pertain to the Accounts;

10.5		and at the request of the Collateral Agent, acting on behalf of the Pledgees, to promptly (unverzüglich) grant to the Collateral Agent, on behalf of the Pledgees, pledges (substantially in the form of this Agreement) over any new accounts governed by German law;

10.6		not to close or to terminate the Accounts unless any remaining balance in the Account to be closed is transferred to another pledged Account prior to closure and the Collateral Agent is notified thereof;

10.7		not to transfer any of the Accounts to another bank or relocate any of the Accounts to another branch of the Account Bank unless such transfer does not affect the Pledges;

10.8		to obtain the Collateral Agent’s written consent prior to the establishment of a new account, including any sub-account, re-designated account or renumbered account pursuant to Clause 2.1.1(B) above. Upon the Pledgees’ request, the Pledgor shall give all declarations and render all reasonable assistance which is necessary in order to perfect the Pledgees’ pledge over the so established account;

10.9		not to create or permit to subsist any encumbrance, except for any Permitted Lien, over any of the Accounts, or knowingly do or permit to be done, anything which is likely to be expected to jeopardize or otherwise prejudice the existence, validity or ranking of the Pledges;

10.10		to inform the Collateral Agent, on behalf of the Pledgees, promptly (unverzüglich) upon gaining knowledge of any attachments (Pfändungen) of third parties that relate to the Accounts or any other third-party measures, except for the creation of a Permitted Lien, which impair or jeopardize the Pledges. In the event of any such attachment, the Pledgor shall provide the Collateral Agent with a copy of the attachment and/or transfer order (Pfändungs- und/oder Überweisungsbeschluss) and any other documents which the Collateral Agent, on behalf of the Pledgees, requests that are

Term Loan: Account Pledge Agreement

		necessary or expedient for a defense against such attachment. In addition, the Pledgor shall inform the third party promptly (unverzüglich) in writing of the Pledges and render, at its own expense, to the Collateral Agent, acting on behalf of the Pledgees, all assistance required or expedient to protect its Pledges; and

10.11		The Pledgor shall, at its own expense, execute and do all such assurances, acts and things as the Collateral Agent, acting on behalf of the Pledgees, may reasonably require

	10.11.1		for perfecting or protecting the security under this Agreement; and

	10.11.2		in the case of the enforcement of security, to facilitate the realization of all or any part of the collateral which is subject to this Agreement and the exercise of all powers, authorities and discretions vested in the Pledgees.

11.		LIMITATION OF ENFORCEMENT

11.1		Subject to Clause 11.2 through Clause 11.4 below, the Collateral Agent shall not enforce the Pledges to the extent (i) the Pledges secure obligations of one of the Pledgor’s shareholders or of an affiliated company (verbundenes Unternehmen) of a shareholder within the meaning of Section 15 of the German Stock Corporation Act (Aktiengesetz) (other than a Subsidiary of the Pledgor or the Pledgor itself), and (ii) the enforcement of the Pledges for such obligations would reduce, in violation of Section 30 of the German Limited Liability Companies Act (GmbHG), the net assets (assets minus liabilities minus provisions and liability reserves (Reinvermögen), in each case as calculated in accordance with generally accepted accounting principles in Germany (Grundsätze ordnungsmäßiger Buchührung) as consistently applied by the Pledgor in preparing its unconsolidated balance sheets (Jahresabschluß gemäß § 42 GmbHG, §§ 242, 264 HGB)) of the Pledgor to an amount that is insufficient to maintain its registered share capital (Stammkapital) (or would increase an existing shortage in its net assets below its registered share capital); provided that for the purpose of determining the relevant registered share capital and the net assets, as the case may be:

Term Loan: Account Pledge Agreement

	11.1.1		The amount of any increase of the Pledgor’s registered share capital (Stammkapital) implemented after the date of this Agreement that is effected without the prior written consent of the Collateral Agent shall be deducted from the registered share capital of the Pledgor;

	11.1.2		any loans provided to the Pledgor by a direct or indirect shareholder or an affiliate thereof (other than a Subsidiary of the Pledgor) shall be disregarded and not accounted for as a liability to the extent that such loans are subordinated or are considered subordinated under Section 32a GmbHG;

	11.1.3		shareholder loans, other loans and contractual obligations and liabilities incurred by the Pledgor in violation of the provisions of any of the Loan Documents shall be disregarded and not accounted for as liabilities;

	11.1.4		any assets that are shown in the balance sheet with a book value that, in the opinion of the Collateral Agent, is significantly lower than their market value and that are not necessary for the business of the Pledgor (nicht betriebsnotwendig) shall be accounted for with their market value; and

	11.1.5		the assets of the Pledgor will be assessed at liquidation values (Liquidationswerte) if, at the time the managing directors prepare the balance sheet in accordance with paragraph (b) below and absent the demand a positive going concern prognosis (positive Fortbestehensprognose) cannot be established.

11.2

The limitations set out in Clause 11.1 only apply:

11.2.1

If and to the extent that the managing directors of the Pledgor have confirmed in writing to the Collateral Agent within ten (10) Business Days of receipt of the Realization Notice or the commencement of enforcement under this Agreement the value of the Pledges which cannot be enforced without causing the net assets of the Pledgor to fall below its registered share capital, or increase an existing shortage in net assets below its registered share capital (taking into account the adjustments set out above) and such

Term Loan: Account Pledge Agreement

			confirmation is supported by a current balance sheet and other evidence satisfactory to the Collateral Agent and neither the Collateral Agent nor any of the Secured Parties raises any objections against that confirmation within five (5) Business Days after its receipt; or

	11.2.2		if, within twenty (20) Business Days after an objection under paragraph 11.2.1 has been raised by the Collateral Agent or a Secured Party, the Collateral Agent receives a written audit report (“Auditor’s Determination”) prepared at the expense of the Pledgor by a firm of auditors of international standing and reputation that is appointed by the Pledgor and reasonably acceptable to the Collateral Agent, to the extent such report identifies the amount by which the net assets of the Pledgor are necessary to maintain its registered share capital as at the date of the Realization Notice or the commencement of enforcement (taking into account the adjustments set out above). The Auditor’s Determination shall be prepared in accordance with generally accepted accounting principles applicable in Germany (Grundsätze ordnungsgemäßer Buchführung) as consistently applied by the Pledgor in the preparation of its most recent annual balance sheet. The Auditor’s Determination shall be binding for all Parties except for manifest error.

11.3		In any event, the Collateral Agent, for and on behalf of the Secured Parties, shall be entitled to enforce the Pledges up to those amounts that are undisputed between them and the Pledgor or determined in accordance with Clause 11.1 and Clause 11.2. In respect of the exceeding amounts, the Secured Parties shall be entitled to further pursue their claims (if any) and the Pledgor shall be entitled to provide that the excess amounts are necessary to maintain its registered share capital (calculated as at the date of the Realization Notice or the commencement of enforcement and taking into account the adjustments set out above). The Secured Parties are entitled to pursue those parts of the Pledges that are not enforced by operation of Clause 11.1 above at any subsequent point in time. This Clause 11 shall apply again as of the time such additional enforcements are made.

11.4		Should it become legally permissible for managing directors of a German GmbH (Gesellschaft mit beschränkter Haftung, Limited Liability Company) to enter into guarantees in support of obligations of their shareholders without

Term Loan: Account Pledge Agreement

limitations, the limitations set forth in Clause 11.1 shall no longer apply. Should any such guarantees become subject to legal restrictions that are less stringent than the limitations set forth in Clause 11.1 above, such less stringent limitations shall apply. Otherwise, Clause 11.1 shall remain unaffected by changes in applicable law.

12. ECONOMIC OWNERSHIP OF THE ACCOUNTS

The Pledgor hereby declares pursuant to Section 8 of the German Money Laundering Act (Geldwäschegesetz) (i) that it is the economic owner (wirtschaftlicher Berechtigter) of its Accounts other than the Trust Accounts and that it did not, and still does not, act for the account of third parties in connection with the establishment and the maintenance of such Accounts other than the Trust Accounts and (ii) that the Original Pledgee 10 is the economic owner (wirtschaftlicher Berechtigter) of its Trust Accounts.

13. INTERCREDITOR AGREEMENT

Notwithstanding anything herein to the contrary, the Collateral 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, dated as of July 6, 2007 (the “Intercreditor Agreement”), among Novelis Inc., a corporation formed under the Canada Business Corporations Act, Novelis Corporation, a Texas corporation, Novelis PAE Corporation, a Delaware corporation, Novelis Finances USA LLC, a Delaware limited liability company, Novelis South America Holdings LLC, a Delaware limited liability company, Aluminum Upstream Holdings LLC, a Delaware limited liability company, Novelis UK Limited, a limited liability company incorporated under the laws of England and Wales with registered number 00279596, and Novelis AG, a stock corporation (AG) organized under the laws of Switzerland, AV Aluminum Inc., a corporation formed under the Canada Business Corporations Act, the subsidiaries of Holdings from time to time party thereto, ABN Amro Bank N.V., as Revolving Credit Administrative Agent for the Revolving Credit Lenders (as defined in the Intercreditor Agreement), ABN Amro Bank N.V., acting through its Canadian branch, as Revolving Credit Canadian Administrative Agent and as Revolving Credit Canadian Funding Agent, LaSalle Business Credit, LLC, as Revolving Credit Collateral Agent and as Revolving Credit Funding Agent and UBS

Term Loan: Account Pledge Agreement

AG, Stamford Branch as Term Loan Administrative Agent and as Term Loan Collateral Agent 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.

14.		NOTICES

14.1		Any notice or other communication in connection with this Agreement shall be in writing and shall be delivered personally, sent by registered mail or sent by fax (with confirmation copy by registered mail) to the following addresses:

14.1.1 If to the Pledgees and Collateral Agent:


		Address:		UBS AG, Stamford Branch

				000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000
		Attention:		Xxxxxxxxxxx Xxxxx
		Fax:		+ 1.203.719-3180
		Email:		Xxxxxxxxxxx.Xxxxx@XXX.xxx

		with a copy to:

				Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
				000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
				Xxxxxxx, XX 00000, XXX
				Attention: Xxxx X. Xxxxxxxx
				Telecopier No.: (000) 000-0000
				Phone No.: (000) 000-0000

14.1.2 If to Pledgor:


		Address:		Novelis Deutschland GmbH
				Xxxxxxxxxxxx Xxxxxx 0,
				00000 Xxxxxxxxx, Xxxxxxx

		Attention:		Geschäftsführung

		Fax:		x00 000 000 0000

		or to such other address as the recipient may notify or may have notified to the other party in writing.

Term Loan: Account Pledge Agreement

14.2		Any notice or other communication under this Agreement shall be in English or in German. If in German, such notice or communication shall be accompanied by a translation into English.

15.		WAIVER

15.1		No failure to exercise or any delay in exercising any right or remedy hereunder by the Pledgees shall operate as a waiver hereunder. Nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any right or remedy.

15.2		Any rights of the Pledgees pursuant to this Agreement, including the rights under this Clause, may be waived only in writing.

16.		COUNTERPARTS

16.1		This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Agreement by telecopier shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telecopier also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.

17.		GOVERNING LAW AND JURISDICTION

17.1		This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany.

17.2		For any disputes arising out of or in connection with this Agreement the courts in Frankfurt am Main, Federal Republic of Germany shall have exclusive jurisdiction. The Pledgees, however, shall also be entitled to take legal action

Term Loan: Account Pledge Agreement

		against the Pledgor before any other court having jurisdiction over the Pledgor or any of the Pledgor’s assets.

18.		LIABILITY AND INDEMNIFICATION

18.1		Without extending the Collateral Agent’s liability as set forth in Section 10.09 of the Credit Agreement, neither of the Pledgees nor the Collateral Agent shall be liable for any loss or damage suffered by the Pledgor except for such loss or damage which is incurred as a result of the willful misconduct or gross negligence of a Pledgee or the Collateral Agent.

18.2		The Pledgor shall indemnify the Pledgees and the Collateral Agent and any person appointed by either the Pledgees or the Collateral Agent under this Agreement against any losses, actions, claims, expenses, demands and liabilities which are incurred by or made against the Pledgees and/ or the Collateral Agent for any action or omission in the exercise of the powers contained herein other than to the extent that such losses, actions, claims, expenses, demands and liabilities are incurred by or made against the Pledgees and/ or the Collateral Agent as a result of the gross negligence (xxxxx Fahrlässigkeit) or willful misconduct (Vorsatz) of the Pledgees and/ or the Collateral Agent, as the case may be.

19.		AMENDMENTS

Any amendment to, or modification of, this Agreement, including this Clause, shall be effective only if made in writing, unless mandatory law provides for more stringent formal requirements.

20.		ANNEXES, SCHEDULES

All Schedules to this Agreement shall form an integral part hereof.

21.		SEVERABILITY

21.1		Should any provision of this Agreement be or become invalid or unenforceable, or should this Agreement be accidentally incomplete or become incomplete, this shall not affect the validity or enforceability of the remaining provisions hereof. In lieu of the invalid or unenforceable provision

Term Loan: Account Pledge Agreement

		or in order to remedy any incompleteness, a provision shall apply which comes as close as possible to that which the Parties had intended or would have intended if they had considered the matter. In the event that any Pledge granted under this Agreement shall be impaired or be or become invalid or unenforceable this shall not affect the validity or enforceability of any other Pledge granted under this Agreement.

21.2		To the extent that the Pledges have not been properly created or, where applicable, their nominal denominations have not been made in Euro, the Pledgor undertakes that it will without promptly (unverzüglich) cure any legal defects, make all necessary acts, and (in the event that these legal defects render this Agreement invalid or otherwise affect the perfection and enforceability of the security interest created thereby) re-execute this Agreement.

Term Loan: Account Pledge Agreement

Schedule 1

List of Lenders and other Secured Parties

UBS Loan Finance LLC, a company set up under the laws of Delaware, 000
Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, XX 00000

UBS AG Canada Branch, 000 Xxx Xxxxxx, XXX Xxxxx, 00/X, Xxxxxxx, Xxxxxxx X0X 0X0

Term Loan: Account Pledge Agreement

SCHEDULE 2
LIST OF BANK ACCOUNTS OF PLEDGOR

List of Bank Accounts — Novelis Deutschland GmbH

Bank Sort

Country

Ort

Bank

Code (BLZ)

Account Nr.

Currency

Notes

Owner

Location

Contact

Xxxxxxxxxxxx Xxx. 0 -

Xxxxxxx Xxxxxxx

00000 Göttingen -

Christoph

Germany

Berlin

Commerzbank

100 400 00

205991300*

EUR

One-Way Pool

GmbH

Germany

Bienwald

Xxxxxxxxxxxx Xxx. 0 -

Xxxxxxx Xxxxxxx

00000 Göttingen -

Christoph

Germany

Berlin

Commerzbank

100 400 00

205991300*

CAD

One-Way Pool

GmbH

Germany

Bienwald

Xxxxxxxxxxxx Xxx. 0 -

Xxxxxxx Xxxxxxx

00000 Göttingen -

Christoph

Germany

Berlin

Commerzbank

100 400 00

205991300*

CHF

One-Way Pool

GmbH

Germany

Bienwald

Xxxxxxxxxxxx Xxx. 0 -

Xxxxxxx Xxxxxxx

00000 Göttingen -

Christoph

Germany

Berlin

Commerzbank

100 400 00

205991300*

DKK

One-Way Pool

GmbH

Germany

Bienwald

Xxxxxxxxxxxx Xxx. 0 -

Xxxxxxx Xxxxxxx

00000 Göttingen -

Christoph

Germany

Berlin

Commerzbank

100 400 00

205991300*

GBP

One-Way Pool

GmbH

Germany

Bienwald

Xxxxxxxxxxxx Xxx. 0 -

Xxxxxxx Xxxxxxx

00000 Göttingen -

Christoph

Germany

Berlin

Commerzbank

100 400 00

205991300*

SEK

One-Way Pool

GmbH

Germany

Bienwald

Haxxxxxxxxxx Xxx. 0 -

Xxxxxxx Xxxxxxx

00000 Xöttingen -

Christoph

Germany

Berlin

Commerzbank

100 400 00

205991300*

USD

One-Way Pool

GmbH

Germany

Bienwald


*		The Accounts marked with an Asterisk are the “Trust Accounts”, and the respective banks are the “Trust Account Banks”

Term Loan: Account Pledge Agreement

Bank Sort

Country

Ort

Bank

Code (BLZ)

Account Nr.

Currency

Notes

Owner

Location

Contact

Germany

Berlin

Commerzbank

100 400 00

205991302

EUR

Hauptkonto
Währung

Novelis Germany
GmbH

Hannoversche Str. 1 -
37075 Göttingen -
Germany

Xxxxxxxxx
Xxxxxxxx

Germany

Berlin

Commerzbank

100 400 00

205991302

CAD

Hauptkonto
Währung

Novelis Germany
GmbH

Hannoversche Str. 1
-37075 Göttingen -
Germany

Xxxxxxxxx
Xxxxxxxx

Germany

Berlin

Commerzbank

100 400 00

205991302

CHF

Hauptkonto
Währung

Novelis Germany
GmbH

Hannoversche Str. 1 -
37075 Göttingen -
Germany

Xxxxxxxxx
Xxxxxxxx

Germany

Berlin

Commerzbank

100 400 00

205991302

DKK

Hauptkonto
Währung

Novelis Germany
GmbH

Hannoversche Str 1 -
37075 Göttingen -
Germany

Xxxxxxxxx
Xxxxxxxx

Germany

Berlin

Commerzbank

100 400 00

205991302

GBP

Hauptkonto
Währung

Novelis Germany
GmbH

Hannoversche Str. 1 -
37075 Göttingen -
Germany

Xxxxxxxxx
Xxxxxxxx

Germany

Berlin

Commerzbank

100 400 00

205991302

SEK

Hauptkonto
Währung

Novelis Germany
GmbH

Hannoversche Str. 1 -
37075 Göttingen -
Germany

Xxxxxxxxx
Xxxxxxxx

Germany

Berlin

Commerzbank

100 400 00

205991302

USD

Hauptkonto
Währung

Novelis Germany
GmbH

Hannoversche Str. 1 -
37075 Göttingen -
Germany

Xxxxxxxxx
Xxxxxxxx

Germany

Berlin

Commerzbank

100 400 00

205991301

USD

Metall

Novelis Germany
GmbH

Hannoversche Str. 1 -
37075 Göttingen -
Germany

Xxxxxxxxx
Xxxxxxxx

Germany

Berlin

Commerzbank

100 400 00

205991301

EUR

Rentenkonto

Novelis Germany
GmbH

Hannoversche Str. 1 -
37075 Göttingen -
Germany

Xxxxxxxxx
Xxxxxxxx

Germany

Berlin

Commerzbank

100 400 00

205995400

EUR

ATZ-
Gebührenbelas
tungen

Novelis Germany
GmbH

Hannoversche Str. 1 -
37075 Göttingen -
Germany

Xxxxxxxxx
Xxxxxxxx

Germany

Berlin

Commerzbank

100 400 00

205995408

EUR

Sicherheiten/R
ücklagen ATZ

Novelis Germany
GmbH

Hannoversche Str. 1 -
37075 Göttingen -
Germany

Xxxxxxxxx
Xxxxxxxx

Term Loan: Account Pledge Agreement

Bank Sort

Country

Ort

Bank

Code(BLZ)

Account Nr.

Currency

Notes

Owner

Location

Contact

Hannoversche Str. 1 -

Germany

Berlin

Commerzbank

100 400 00

205991309

EUR

Festgelder

Novelis Germany
GmbH

37075 Göttingen -
Germany

Xxxxxxxxx
Xxxxxxxx

Hannoversche Str. 1 -

Germany

Berlin

Commerzbank

100 400 00

205991309

GBP

Festgelder

Novelis Germany
GmbH

37075 Göttingen -
Germany

Xxxxxxxxx
Xxxxxxxx

Hannoversche Str. 1 -

Germany

Berlin

Commerzbank

100 400 00

209550300

EUR

Holding

Novelis Aluminium
Holding Co.

37075 Göttingen -
Germany

Xxxxxxxxx
Xxxxxxxx

Hannoversche Str. 1 -

Germany

Berlin

Commerzbank

100 400 00

1766005

EUR

Novelis Germany
GmbH

37075 Göttingen -
Germany

Xxxxxxxxx
Xxxxxxxx

Hannoversche Str. 1 -

Germany

Lüdenscheid

Commerzbank

458 400 26

6208870

EUR

Novelis Germany
GmbH

37075 Göttingen -
Germany

Xxxxxxxxx
Xxxxxxxx

Hannoversche Str. 1 -

Germany

Plettenberg

Commerzbank

458 410 31

8203200

EUR

Novelis Germany
GmbH

37075 Göttingen -
Germany

Xxxxxxxxx
Xxxxxxxx

Hannoversche Str. 1 -

Germany

Aschersleben

Commerzbank

810 400 00

6526172

EUR

Novelis Germany
GmbH

37075 Göttingen -
Germany

Xxxxxxxxx
Xxxxxxxx

Hannoversche Str. 1 -

Germany

Nürnberg

Commerzbank

760 400 61

521823501

EUR

Rentenkonto

Novelis Germany
GmbH

37075 Göttingen -
Germany

Xxxxxxxxx
Xxxxxxxx

Term Loan: Account Pledge Agreement

Exhibit 1 to Schedule 2 — foreign accounts

Bank Sort

Country

Ort

Bank

Code(BLZ)

Account Nr.

Currency

Notes

Owner

Location

Contact

Hannoversche Str. 1 -

Novelis Germany

37075 Göttingen -

Christoph

Spain

Madrid

Commerzbank

COBAESM

0000000

EUR

GmbH

Germany

Bienwald

Haxxxxxxxxxx Xxx. 0 -

Xxxxx

Xxxxxxx Xxxxxxx

00000 Xöttingen -

Christoph

Britain

London

Commerzbank

COBAGB2

0000000

GBP

GmbH

Germany

Bienwald

Hannoversche Str. 1 -

Nordea Pamki

XXXXXXXX

15713027756

Novelis Germany

37075 Göttingen -

Christoph

Finland

Espoo

Suomi Oyi

XXX

EUR

GmbH

Germany

Bienwald

Hannoversche Str. 1 -

Den Danske

DABADKK

Novelis Germany

37075 Göttingen -

Christoph

Denmark

Ishoj

Bank

KXXX

3326147966

DKK

GmbH

Germany

Bienwald

Hannoversche Str. 1 -

Levallois-

Societe

00020491387

Novelis Germany

37075 Göttingen -

Christoph

France

Perret

Generale

XXXXXXXX

EUR

GmbH

Germany

Bienwald

Haxxxxxxxxxx Xxx. 0 -

Xxxxxxx Xxxxxxx

00000 Xöttingen -

Christoph

Netherlands

Amsterdam

Postbank

PSTBNL21

0000000

EUR

GmbH

Germany

Bienwald

Hannoversche Str. 1 -

210073796440

Novelis Germany

37075 Göttingen -

Christoph

Belgium

Brüssel

Fortis Bank

XXXXXXXX

EUX

XxxX

Xxxxxxx

Xxxxxxxx

Xxxxxxxxxxxx Xxx. 0 -

ABN AMRO

Novelis Germany

37075 Göttingen -

Christoph

Netherlands

Dordrecht

Bank NV

XXXXXX0X

417007310

EUR

GmbH

Germany

Bienwald

Term Loan: Account Pledge Agreement

SCHEDULE 3

NOTICE OF PLEDGE

[Letterhead of Pledgor]


From:		Novelis Deutschland
		Haxxxxxxxxxx Xxxxxx 0
		00000 Xxxxxxxxx Xxxxxxx

To:		[ ]
		[ ]
		Germany

Date:		[ ]

Re:		Accounts Nos. [ ] (the “Accounts”)

We hereby give you the notice that by a pledge agreement dated [•] 2007 (the “Account Pledge Agreement”) we have pledged in favor of UBS AG, Stamford Branch (the “Collateral Agent”) and the other pledgees set out in the Account Pledge Agreement (together with the Collateral Agent, the “Secured Parties”) all present and future credit balances, including all interest payable, from time to time standing to the credit on each of the above Accounts (which shall include all sub-accounts, renewals, re-designation, replacements and extensions thereof). A copy of the Account Pledge Agreement is attached hereto.

Please note that we have waived all rights of confidentiality (Bankgeheimnis) in relation to all accounts held with you for the benefit of the Secured Parties. We hereby instruct you to provide the Collateral Agent with all information requested by it concerning the Accounts.

Until you receive notice to the contrary from the Collateral Agent, we may continue to operate the Account(s) and in particular may dispose of the amounts credited to the Account(s). Upon receipt of the aforesaid notice to the contrary, you as Account Bank, shall not permit any dispositions by us of amounts credited to the Account(s).

Please acknowledge receipt of this notice and your agreement to the terms hereof by signing the enclosed copy and returning the same to UBS AG, Stamford Branch, 677

Term Loan: Account Pledge Agreement

Washington Boulevard, Stamford, Connecticut 06901, Fax: x0 000-000-0000, to the attention of Xxxxxx Xxxxx, in its capacity as Collateral Agent with a copy to ourselves.

Yours faithfully,

For and on behalf of
Novelis Deutschland GmbH

Term Loan: Account Pledge Agreement

SCHEDULE 4

FORM OF ACKNOWLEDGEMENT


From:		Commerzbank AG (the Account Bank)


To:		UBS AG, Stamford Branch as Collateral Agent 670 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, XXX Xax: x0 000-000-0000 Attention: Xxxxxx Xxxxx


Copy to:		Novelis Deutschland GmbH Haxxxxxxxxxx Xxxxxx 0 00000 Xxxxxxxxx Xxxxxxx

Date: ( ....... )

Acknowledgement of Receipt of Notification of Pledge according to Account Pledge Agreement dated (...) – Bank Account No. (...)

Dear Sirs,

We acknowledge receipt of the above notice and confirm that we have neither received any previous notice of pledge relating to the Account nor are we aware of any third party rights in relation to the Account, except of the pledges granted under the Pledge Agreement dated [Citibank / ABL Loan] which rank in priority before the pledges over the Account granted to the Security Agent by the Pledgor. We have not assessed the validity of the pledge.

We hereby agree not to make any set-off or deduction from the Account or invoke any rights of retention in relation to the Account during the existence of the pledge, other than in relation to charges payable in connection with the maintenance of the Account or other bank charges or fees payable in the ordinary course of business or in relation to amounts arising from the return of direct debits or cheques credited to the above Account.

Term Loan: Account Pledge Agreement

We agree that the pledge in our favour over the Account granted pursuant to our General Business Conditions shall rank behind all the pledges over the Account granted to the Security Agent by the Pledgor pursuant to the Account Pledge Agreement dated (...) of which we have been notified by the Pledgor.

We take note of the fact that until notice to the contrary from the Security Agent to be served to us as Account Bank, the Pledgor may continue to operate the Account and in particular may dispose over the amounts standing to the credit of the Account.

Please send such aforesaid notice directly to

Commerzbank AG
GKE Ost
Poxxxxxxx Xxx. 000
00000 Xxxxxx
Xax:+ 49 30 / 2653-2720

(duly authorised signatory of the Account Bank)

Term Loan: Account Pledge Agreement

Signatories

Original Pledgee 1 and Collateral Agent

signing for himself and signing for and on behalf of the institutions listed in Schedule 1 on the basis of the power of attorney granted in connection with the Credit Agreement

UBS AG, STAMFORD BRANCH


/s/ Xxxx X. Xxxxx
Name: Title:	Xxxx X. Xxxxx Associate Director Banking Products Services, US

/s/ Xxxxxxx X. Xxxxxx
Name: Title:	Xxxxxxx X. Xxxxxx Director Banking Products Services, US

Term Loan: Account Pledge Agreement

Signatories

Original Pledgee 2
ABN AMRO INCORPORATED


/s/ Xxxxx Xxxx Name: Xxxxx Xxxx
Title: Managing Director

Original Pledgee 3
UBS SECURITIES LLC



Name:
Title

Term Loan: Account Pledge Agreement

Signatories

Original Pledgee 2

ABN AMRO INCORPORATED



Name:
Title:

Original Pledgee 3
UBS SECURITIES LLC

Term Loan: Account Pledge Agreement

Signatories

Pledgor
NOVELIS DEUTSCHLAND GMBH


/s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx
Title: Managing Director (Geschäftsführer)

Term Loan: Account Pledge Agreement

EXHIBIT M-6

Form of
IRISH SECURITY AGREEMENT

[See Tab # H.1-3.]

EXHIBIT M-6-1

EXECUTION COPY

Dated 6 July 2007

Between

NOVELIS ALUMINIUM HOLDING COMPANY

as Original Chargor

and

UBS AG, STAMFORD BRANCH
as Collateral Agent

GUARANTEE AND SECURITY AGREEMENT

This Deed is entered into subject to
the terms of a Credit Agreement dated on or about the date hereof an Intercreditor
Agreement dated on or about the date hereof

XxXxxx XxxxXxxxxx
Solicitors
Riverside One
Sir Xxxx Xxxxxxxx’x Quxx
Xxxxxx 0

CONTENTS


Clause		Page
1. INTERPRETATION		4
2. GUARANTEE		9
3. CREATION OF SECURITY		11
4. REPRESENTATIONS - GENERAL		16
5. RESTRICTIONS ON DEALINGS		17
6. LAND		17
7. INVESTMENTS		21
8. INTELLECTUAL PROPERTY		24
9. ACCOUNTS		25
10. RELEVANT CONTRACTS		27
11. PLANT AND MACHINERY		28
12. INSURANCE POLICIES		29
13. WHEN SECURITY BECOMES ENFORCEABLE		29
14. ENFORCEMENT OF SECURITY		29
15. RECEIVER		31
16. POWERS OF RECEIVER		32
17. APPLICATION OF PROCEEDS		34
18. TAXES, EXPENSES AND INDEMNITY		34
19. DELEGATION		34
20. FURTHER ASSURANCES		34
21. POWER OF ATTORNEY		35
22. PRESERVATION OF SECURITY		35
23. MISCELLANEOUS		37
24. LOAN PARTIES		38
25. RELEASE		39
26. COUNTERPARTS		39
27. NOTICES		39


Clause		Page
28. THE COLLATERAL AGENT AS TRUSTEE		40
29. GOVERNING LAW		40
30. ENFORCEMENT		41

THIS DEED is dated 6 July 2007

BETWEEN:

(1)		NOVELIS ALUMINIUM HOLDING COMPANY a company registered in Ireland with company number 316911 (hereinafter referred to as the “Original Chargor”); and

(2)		UBS AG, STAMFORD BRANCH as agent and trustee for the Secured Parties referred to below (the Collateral Agent).

BACKGROUND:

(A)		Each Chargor enters into this Deed in connection with the Credit Agreement (as defined below).

(B)		It is intended that this document takes effect as a deed notwithstanding the fact that a party may only execute this document under hand,

IT IS AGREED as follows:

1.		INTERPRETATION

1.1		Definitions

1.2		In this Deed:

		Account Bank means a bank with whom a Security Account is maintained.

		Acquisition Document means in relation to any Chargor, any agreement under which it acquires or disposes of a business or part of a business (either by share or asset sale) and under which the aggregate consideration payable at anytime is in excess of €250,000.

		Act means the Conveyancing and Law of Property Act, 1881 as amended.

		Additional Chargor means a member of the Group which becomes a Chargor by executing a Deed of Accession.

		Cash Management Document means in relation to any Chargor, any agreement between two or more members of the Group to which it is a party that provides for any cash pooling, set-off or netting arrangement, including the European Cash Pooling Arrangements.

		Chargor means the Original Chargor and any Additional Chargor.

		Charged Shares means all shares in any member of the Group Incorporated in Ireland from time to time issued to a Chargor or held by any nominee on its behalf.

		Charged Company means each member of the Group from time to time whose shares are subject to the Security under this Deed.

		Credit Agreement means the Credit Agreement dated on or about the date hereof between, amongst others, Novelis Inc., as Canadian Borrower, Novelis Corporation as U.S. Borrower, AV ALUMINUM INC., as Holdings, and the Other Guarantors party thereto, the Lenders party thereto and UBS AG, Stamford Branch as Administrative Agent and Collateral Agent.

		Deed of Accession means a deed substantially in the form of Schedule 5 (Form of Deed of Accession).

		Discharge Date means the date on which the Administrative Agent is satisfied that all of the Term Loan Obligations (as defined in the Intercreditor Agreement) have been irrevocably paid and discharged.

		Examiner means an examiner appointed under Section 2 of the Companies (Amendment) Act, 1990.

		Fixtures means all fixtures and fittings (including trade fixtures and fittings) and fixed plant and machinery included in a Chargor’s Mortgaged Property.

		Group means the Original Chargor and its Affiliates.

		Intercompany Document means in relation to any Chargor, any agreement with any other member of the Group under which the aggregate consideration payable at anytime is in excess of €250,000.

		Investments means:

	(i)		the Charged Shares; and

	(ii)		all other shares, stocks, debentures, bonds, warrants, coupons and other securities and investments,

		which a Chargor purports to mortgage or charge under this Deed.

		Mortgaged Property means all freehold and leasehold property which a Chargor purports to mortgage or charge under this Deed.

		Original Property means any freehold or leasehold property specified in Part 1 of Schedule 1 (Security Assets).

		Party means a party to this Deed.

		Plant and Machinery means any plant, machinery, computers, office equipment or vehicles which a Chargor purports to mortgage or charge under this Deed.

		Premises means all buildings and erections included in a Chargor’s Mortgaged Property.

		Primary Contract means in relation to any Chargor:

	(i)		any agreement specified in Part 4A of Schedule 1 (Security Assets) opposite its name or in Part 4A of the schedule to any Deed of Accession by which it became party to this Deed;

	(ii)		any other agreement to which that Chargor is a party and which that Chargor and the Collateral Agent have designated a Primary Contract.;

	(iii)		any Acquisition Document;

	(iv)		any Cash Management Document;

	(v)		any Hedging Agreement;

	(vi)		any Intercompany Document;

	(vii)		any letter of credit issued in its favour under which the aggregate consideration payable at any time is in excess of €100,000; or

(viii)

any xxxx of exchange or other negotiable instrument held by it.

		Real Property means all that property referred to in Clauses 3.2(a) to 3.2(c) inclusive.

		Receiver means a receiver and manager or a receiver, in each case, appointed under this Deed.

		Related Company means a company which is related within the meaning of Section 4(5) of the Companies (Amendment) Act, 1990.

		Related Rights means in relation to any Investment:

	(i)		the proceeds of sale of the whole or any part of that asset or any monies and proceeds paid or payable in respect of that asset;

	(ii)		all rights under any licence, agreement for sale, option or lease in respect of that asset; and

	(iii)		all rights, benefits, claims, contracts, warranties, remedies, security Indemnities or covenants for title in respect of that asset.

		Report on Title means any report or certificate on title on the Mortgaged Property provided to the Collateral Agent, together with confirmation from the provider of that Report that it can be relied upon by the Secured Parties.

		Revolving Credit Collateral Agent has the meaning given to that term in the Intercreditor Agreement.

		Revolving Credit Collateral Release Date means in relation to any Chargor the date on which the Security Interests granted by that Chargor over the Revolving Credit Priority Collateral to the Revolving Credit Collateral Agent pursuant to the Revolving Credit Security Agreement have been irrevocably and unconditionally released, revoked, re-transferred or otherwise become unenforceable.

		Revolving Credit Security Agreement means the Guarantee and Security Agreement dated on about the date hereof between the Chargors and the Revolving Credit Collateral Agent.

		Secondary Contract means in relation to any Chargor:

	(a)		any agreement specified in Part 4B of Schedule 1 (Security Assets) opposite its name or in Part 4B of the schedule to any Deed of Accession by which it became party to this Deed;

	(b)		any other agreement to which that Chargor is a party and which that Chargor and the Collateral Agent have designated a Secondary Contract; and

	(c)		any other agreement (other than a Primary Contract) entered into after the date of this Deed under which the aggregate consideration payable at anytime is in excess of €250,000.

		Security means any Security Interest created, evidenced or conferred by or under this Deed or any Deed of Accession.

		Security Account means in relation to any Chargor:

(a)

any account specified in Part 6 of Schedule 1 (Security Assets) opposite its name or in Part 6 of the schedule to any Deed of Accession by which it became party to this Deed; and

(b)

any other account which it purports to charge under this Deed.

		Security Assets means any and all assets of each Chargor that are the subject of this Security.

		Security Contracts means in relation to any Chargor, its Primary Contracts and its Secondary Contracts.

		Security Interest means any mortgage, pledge, lien, charge (fixed or floating), assignment, hypothecation, set-off or trust arrangement for the purpose of creating security, reservation of title or security interest or any other agreement or arrangement having a similar effect.

		Security Period means the period beginning on the date of this Deed and ending on the Discharge Date.

		Security Trust Deed means the Security Trust Deed dated on or about the date of this Deed and entered into between, amongst others, the Collateral Agent, the Administrative Agent and the Chargors.

1.3

Construction

	(a)		Capitalised terms defined in the Credit Agreement or the Intercreditor Agreement (as defined in the Credit Agreement) have, unless expressly defined in this Deed, the same meaning in this Deed.

	(b)		an “agreement” includes any legally binding arrangement, agreement, contract, deed or instrument (in each case whether oral or written);

	(c)		an “amendment” includes any amendment, supplement, variation, waiver, novation, modification, replacement or restatement (however fundamental) and “amend” and “amended” shall be construed accordingly;

	(d)		“assets” includes properties, assets, businesses, undertakings, revenues and rights of every kind (including uncalled share capital), present or future, actual or contingent, and any interest in any of the above;

	(e)		a “consent” includes an authorisation, permit, approval, consent, exemption, licence, order, filing, registration, recording, notarisation, permission or waiver;

	(f)		any reference to an Event of Default being “continuing” means that such Event of Default has occurred or arisen and has not been expressly waived in writing by the Collateral Agent or Administrative Agent (as appropriate);

	(g)		a “disposal” includes any sale, transfer, grant, lease, licence or other disposal, whether voluntary or involuntary and “dispose” will be construed accordingly;

	(h)		“including” means including without limitation and “includes” and “included” shall be construed accordingly;

	(i)		“indebtedness” includes any obligation (whether incurred as principal, guarantor or surety and whether present or future, actual or contingent) for the payment or repayment of money;

	(j)		“losses” includes losses, actions, damages, payments, claims, proceedings, costs, demands, expenses (including legal and other fees) and liabilities of any kind and “loss” shall be construed accordingly;

	(k)		a “person” includes any individual, trust, firm, fund, company, corporation, partnership, joint venture, government, state or agency of a state or any undertaking or other association (whether or not having separate legal personality) or any two or more of the foregoing; and

	(l)		a “regulation” Includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but if not having the force of law compliance with which is customary) of any governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation.

	(m)		In this Deed, unless a contrary intention appears:

	(i)		a reference to any person includes a reference to that person’s permitted successors, assignees and transferees and, in the case of the Collateral Agent and the Administrative Agent, any person for the time being appointed as Collateral Agent or Administrative Agent (as appropriate) in accordance with the Loan Documents, and in the case of the Collateral Agent and any Receiver, any Delegate of the Collateral Agent or Receiver (as appropriate);

	(ii)		references to Clauses, Subclauses and Schedules are references to, respectively, clauses and subclauses of and schedules to this Deed and references to this Deed include its schedules;

	(iii)		a reference to (or to any specified provision of) any agreement is to that agreement (or that provision) as amended from time to time;

	(iv)		a reference to a statute, statutory instrument or provision of law is to that statute, statutory instrument or provision of law, as it may be applied, amended or re-enacted from time to time;

	(v)		the index to and the headings in this Deed are for convenience only and are to be ignored in construing this Deed; and

	(vi)		words imparting the singular include the plural and vice versa.

	(n)		The term clearance system means a person whose business is or includes the provision of clearance services or security accounts or any nominee or depository for that person.

	(o)		Any covenant of a Chargor under this Deed (other than a payment obligation) remains in force during the Security Period and is given for the benefit of each Secured Party.

	(p)		Without prejudice to any other provision of this Deed, the Collateral Agent shall be entitled to retain this Deed and not to release any of the Security Assets if the Collateral Agent, acting reasonably, considers that an amount paid to a Secured Party under a Loan Document is capable of being avoided or otherwise set aside on the liquidation or examination of the payer or otherwise, and any amount so paid will not be considered to have been irrevocably paid for the purposes of this Deed.

	(q)		Unless the context otherwise requires, a reference to a Security Asset or any type or description of a Security Asset includes:

	(i)		any part of that Security Asset; and

	(ii)		any present and future assets of that type.

1.4		Intercreditor Agreement Governs

		NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE SECURITY INTERESTS 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 OR ANY RECEIVER OR OTHER SECURED PARTIES HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. 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.

2.		GUARANTEE

2.1		Guarantee

		Each Chargor irrevocably and unconditionally jointly and severally:

	(a)		guarantees as principal obligor to the Collateral Agent due and punctual performance by each Loan Party of all of the Secured Obligations now or in the future due, owing or incurred by it;

	(b)		undertakes with the Collateral Agent that whenever another Loan Party does not pay or discharge any Secured Obligation now or in the future due, owing or incurred by that Loan Party, it shall immediately on the Collateral Agent’s written demand pay or discharge such Secured Obligation as if it was the principal obligor; and

	(c)		indemnifies the Collateral Agent immediately on written demand against any cost, loss or liability suffered by the Collateral Agent or other Secured Party if any obligation guaranteed by it or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which the Collateral Agent or other Secured Party would otherwise have been entitled to recover.

2.2		Continuing Guarantee

		This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Loan Party under the Loan Documents, regardless of any intermediate payment or discharge in whole or in part.

2.3		Reinstatement

		If any payment by a Loan Party or any discharge given by the Collateral Agent or a Secured Party (whether in respect of the obligations of any Loan Party or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event:

	(a)		the liability of each Loan Party shall continue as if the payment, discharge, avoidance or reduction had not occurred; and

	(b)		the Collateral Agent and each other Secured Party shall be entitled to recover the value or amount of that security or payment from each Loan Party, as if the payment, discharge, avoidance or reduction had not occurred.

2.4		Waiver of defences

		The obligations of each Chargor under this Clause 2 (Guarantee) will not be affected by an act, omission, matter or thing which, but for this Clause 2 (Guarantee), would reduce,

release or prejudice any of its obligations under this Clause 2 (Guarantee) (without limitation and whether or not known to it or any Secured Party) including:

	(i)		any time, waiver or consent granted to, or composition with, any Loan Party or other person;

	(ii)		the release of any other Loan Party or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

	(iii)		the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Loan Party or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

	(iv)		any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Loan Party or any other person;

	(v)		any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature) or replacement of a Loan Document or any other document or security;

	(vi)		any unenforceability, illegality or invalidity of any obligation of any person under any Loan Document or any other document or security; or

	(vii)		any insolvency or similar proceedings.

2.5

Demands

	(a)		The making of one demand under Clause 2.1 (Guarantee) shall not preclude the Collateral Agent from making any further demands.

	(b)		Any delay of the Collateral Agent in making a demand under Clause 2.1 (Guarantee) shall not be treated as a waiver of its rights to make such demand.

2.6		Chargor Intent

		Without prejudice to the generality of Clause 2.4 (Waiver of Defences), each Chargor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

2.7		Immediate recourse

		Each Chargor waives any right it may have of first requiring the Collateral Agent or any Secured Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Chargor under this Clause 2 (Guarantee). This waiver applies irrespective of any law or any provision of a Loan Document to the contrary.

2.8

Deferral of Chargors’ rights

(a)

Until all amounts which may be or become payable by the Loan Parties under or in connection with the Loan Documents have been irrevocably paid in full and unless the Collateral Agent otherwise directs (in which case It shall take such action as it is directed), no Chargor will exercise any rights which it may have by reason of performance by it of its obligations under the Loan Documents:

	(i)		to be indemnified by a Loan Party;

	(ii)		to claim any contribution from any other Chargor of any Loan Party’s obligations under the Loan Documents; and/or

	(iii)		to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of any Secured Party under the Loan Documents or of any other guarantee or security taken pursuant to, or in connection with, the Loan Documents by any Secured Party.

(b)

if a Chargor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Secured Parties by the Loan Parties under or in connection with the Loan Documents to be repaid in full on trust for the Secured Parties and shall promptly pay or transfer the same to the Collateral Agent or as the Collateral Agent may direct.

2.9		Additional security

		This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Secured Party.

2.10		Credit Agreement

		The provisions of Sections 2.06(j), 2.12 (with respect to Taxes), 2.15, 2.20, 2.22, 2.23 and 7.10 of the Credit Agreement are hereby incorporated, mutatis mutandi, and shall apply to this Agreement, the Chargors, the Lenders, the Collateral Agent and the Administrative Agent as if set forth herein.

3.		CREATION OF SECURITY

3.1		General

(a)

All this Security:

	(i)		is created in favour of the Collateral Agent as trustee for the Secured Parties;

	(ii)		is security for the payment, discharge and performance of all the Secured Obligations; and

	(iii)		is made by each Chargor as beneficial owner.

(b)

If a Chargor assigns or charges an agreement under this Deed and the assignment or charge breaches a term of that agreement because a third party’s consent has not been obtained:

	(i)		the Chargor must notify the Collateral Agent immediately;

	(ii)		unless the Collateral Agent otherwise requires, the Chargor must, and each other Chargor must ensure that the Chargor will, use all

			reasonable endeavours to obtain the consent as soon as practicable; and

	(iii)		the Chargor must promptly supply to the Collateral Agent a copy of the consent obtained by it.

	(c)		Each Chargor hereby acknowledges that all assets, right, interests and benefits which are now or in the future granted to the Collateral Agent pursuant to this Clause 3 or otherwise mortgaged, charged, assigned or otherwise granted to it under this Deed (or any other document in connection herewith) and all other rights, powers and discretions granted to or conferred upon the Collateral Agent under this Deed or the Loan Documents (or any other document in connection therewith) shall be held by the Collateral Agent on trust for the Secured Parties from time to time in accordance with the provisions of the Security Trust Deed.

	(d)		The fact that no or incomplete details of any Security Asset are inserted in Schedule 1 (Security Assets) or in the schedule to any Deed of Accession (if any) by which any Chargor became party to this Deed does not affect the validity or enforceability of this Security.

3.2		Land

		Each Chargor as beneficial owner, as continuing security for the payment, performance and discharge of the Secured Obligations, hereby:-

(a)

grants, conveys, transfers and demises to the Collateral Agent as trustee for the Secured Parties ALL THAT AND THOSE the freehold and leasehold property of such Chargor both present and future (including specifically, but not limited to, the lands, hereditaments and premises specified in Part 1 A of Schedule 1 (Security Assets) and all buildings and (to the extent the same are not otherwise subject to a fixed charge hereunder) all fixtures (including trade fixtures) from time to time on every such property and all fixed plant and machinery of such Chargor both present and future therein or thereon to hold the same as to so much thereof as is of freehold tenure unto the Collateral Agent as trustee for the Secured Parties in fee simple and as to so much thereof as is of leasehold tenure unto the Collateral Agent as trustee for the Secured Parties for the residue of the respective terms of years for which such Chargor now or, as applicable at the time of acquisition, then holds the same less the last three days of each such term, subject to the proviso for redemption herein contained PROVIDED that each Chargor hereby declares that it shall henceforth stand possessed of such of the said property as is of leasehold tenure for the last day or respective last days of the term or terms or years for which the same is held by it, and for any further or other interest which it now has or may hereafter acquire or become entitled to in the same or any part thereof by virtue of any Act or Acts of the Oireachtas or otherwise howsoever, in trust for the Collateral Agent as trustee for the Secured Parties and to be conveyed assigned or otherwise dealt with whether to the Collateral Agent as trustee for the Secured Parties or its nominee or otherwise as the Collateral Agent shall direct but subject to the same equity of redemption as may for the time being be subsisting in the said property, and PROVIDED FURTHER that each Chargor doth hereby irrevocably appoint the secretary (and any authorised signatory) for the time being of the Collateral Agent to be its attorney, in its name and on its behalf, and as its act and deed to sign seal and deliver and otherwise perfect every or any Deed of Conveyance of the leasehold reversion which may be desired by the Collateral Agent, in order to vest in the Collateral Agent as trustee for the Secured Parties or in any person or persons in trust as agent for the Collateral Agent, subject as aforesaid, or in any purchaser of the said property or any part thereof, the said leasehold reversion and any further or other interest which such Chargor now has or may hereafter acquire or become entitled to in the said leasehold premises or any part thereof by virtue of any Act or Acts of the Oireachtas or otherwise howsoever;

	(b)		as registered owner or, as the case may be, person entitled to be registered as owner, charges to the Collateral Agent as trustee for the Secured Parties ALL THAT AND THOSE the freehold and leasehold lands, hereditaments, premises and property of such Chargor registered under the Registration of Xxxxx Xxx, 0000 both present and future (including, specifically, but not limited to, the lands, hereditaments and premises specified in Part 1 B of Schedule 1) together with all buildings and (to the extent the same are not otherwise subject to a fixed charge hereunder) all fixtures (including trade fixtures) from time to time on every such property and all fixed plant and machinery both present and future therein with the payment performance and discharge of the Secured Obligations;

	(c)		charges to the Collateral Agent as trustee for the Secured Parties all its other estate, right, title or interests in any land or buildings now belonging to such Chargor (including, specifically, but not limited to, the lands, hereditaments and premises specified in Schedule I) (whether or not the legal estate is vested in such Chargor or registered in the name of such Chargor), and all future estate, right, title or interests of such Chargor in such lands, hereditaments and premises and in any other freehold or leasehold property (whether or not registered) vested In or held by or on behalf of such Chargor from time to time and/or the proceeds of sale thereof together in all cases (to the extent the same are not otherwise subject to a fixed charge hereunder) all fixtures (including trade fixtures) and all fixed plant and machinery from time to time therein with the payment performance and discharge of the Secured Obligations; and

	(d)		charges to the Collateral Agent as trustee for the Secured Parties the benefit of all present and future licences, covenants, permissions, consents and authorisations (statutory or otherwise) held by such Chargor in connection with the use of any of the Real Property and the right to recover and receive all compensation or other monies which may at any time become payable to it in respect thereof.

3.3

Investments

(a)

Each Chargor as beneficial owner as continuing security for the payment, performance and discharge of the Secured Obligations hereby charges:

	(i)		by way of a first legal mortgage the Charged Shares; this includes any Charged Shares specified in Part 2 of Schedule 1 (Security Assets) opposite its name or in Part 2 of the schedule to any Deed of Accession by which it became party to this Deed; and

	(ii)		(to the extent that they are not the subject of a mortgage under sub-paragraph (i) above) by way of a first fixed charge its interest in all shares, stocks, debentures, bonds, warrants, coupons or other securities and investments (including all Cash Equivalents) owned by it or held by any nominee on its behalf.

(b)

A reference in this Deed to any share, stock, debenture, bond, warrant, coupon or other security or investment includes:

	(i)		any dividend, interest or other distribution paid or payable;

	(ii)		any right, money or property accruing, derived, incidental or offered at any time by way of redemption, substitution, exchange, bonus or preference, under option rights or otherwise;

	(iii)		any right against any clearance system;

	(iv)		any Related Rights; and

(v)

any right under any custodian or other agreement,

in relation to that share, stock, debenture, bond, warrant, coupon or other security or investment.

3.4		Plant and machinery

		Each Chargor as beneficial owner as continuing security for the payment, performance and discharge of the Secured Obligations hereby charges by way of first fixed charge all plant, machinery, computers, office equipment or vehicles or interest specified in Part 3 of Schedule 1 (Security Assets) opposite its name or in Part 3 of the schedule to any Deed of Accession by which it became party to this Deed and any other plant, machinery, computers, office equipment or vehicles (or interest therein) owned by it.

3.5		Credit balances

		Each Chargor as beneficial owner as continuing security for the payment, performance and discharge of the Secured Obligations hereby charges by way of a first fixed charge all of its rights in respect of each amount standing to the credit of each account with any person, including its Security Accounts and the debt represented by that account.

3.6		Book debts etc.

		Each Chargor as beneficial owner as continuing security for the payment, performance and discharge of the Secured Obligations hereby charges by way of a first fixed charge:

	(a)		all of its book and other debts;

	(b)		all other moneys due and owing to it; and

	(c)		the benefit of all rights, securities and guarantees of any nature enjoyed or held by it in relation to any item under paragraph (a) or (b) above.

3.7

Insurance Policies

	(a)		Each Chargor as beneficial owner as continuing security for the payment, performance and discharge of the Secured Obligations hereby as beneficial owner as continuing security for the payment, performance and discharge of the Secured Obligations hereby assigns absolutely, subject to a proviso for re-assignment on redemption, all amounts payable to it under or in connection with each of its Insurance Policies and all of its rights in connection with those amounts.

	(b)		To the extent that they are not effectively assigned under paragraph (a) above, each Chargor charges by way of first fixed charge all amounts and rights described in paragraph (a) above.

	(c)		A reference in this Subclause to any amounts excludes all amounts received or receivable under or in connection with any third party liability Insurance and required to settle a liability of a Loan Party to a third party.

3.8

Other contracts

(a)

Each Chargor as beneficial owner as continuing security for the payment, performance and discharge of the Secured Obligations hereby assigns absolutely, subject to a proviso for re-assignment on redemption, all of its rights in respect of its Primary Contracts.

	(b)		Without prejudice to the obligations of the Chargor under Clause 3.1(b), to the extent that any such right described in paragraph (a) above is not assignable or capable of assignment, the assignment of that right purported to be effected by paragraph (a) shall operate as an assignment of any damages, compensation, remuneration, profit, rent or income which that Chargor may derive from that right or be awarded or entitled to in respect of that right.

	(c)		To the extent that they do not fail within any other Subclause of this Clause and are not effectively assigned under paragraph (a) or (b) above, each Chargor charges by way of first fixed charge all of its rights under each agreement and document to which it is a party including, without limitation, Its Secondary Contracts.

3.9		Intellectual property

		Each Chargor as beneficial owner as continuing security for the payment, performance and discharge of the Secured Obligations hereby charges by way of a first fixed charge all of its rights in respect of any Intellectual Property; this includes any specified in Part 5 of Schedule 1 (Security Assets) opposite its name or In Part 5 of the schedule to any Deed of Accession by which it became party to this Deed.

3.10		Miscellaneous

		Each Chargor as beneficial owner as continuing security for the payment, performance and discharge of the Secured Obligations hereby charges by way of a first fixed charge:

	(a)		any beneficial interest, claim or entitlement it has to any assets of any pension fund;

	(b)		its goodwill;

	(c)		the benefit of any authorisation (statutory or otherwise) held in connection with its business or the use of any Security Asset;

	(d)		the right to recover and receive compensation which may be payable to it in respect of any authorisation referred to in paragraph (c) above; and

	(e)		its uncalled capital.

3.11

Floating charge

	(a)		Each Chargor, as beneficial, owner as continuing security for the payment, performance and discharge of the Secured Obligations hereby charges by way of a first floating charge all of its assets whatsoever and wheresoever not otherwise effectively mortgaged, charged or assigned under this Deed.

	(b)		Except as provided below, the Collateral Agent may by notice to a Chargor convert the floating charge created by that Chargor under this Deed into a fixed charge as regards any of that Chargor’s assets specified in that notice, if:

	(i)		an Event of Default is continuing;

	(ii)		the Collateral Agent considers those assets to be in danger of being seized or sold under any form of distress, attachment, execution or other legal process or to be otherwise in jeopardy; or

	(iii)		that Chargor falls to comply, or takes or threatens to take any action which, in the reasonable opinion of the Collateral Agent, is likely to result

in it failing to comply with its obligations under paragraph (a) of Clause 5 (Restrictions on dealing).

(c)

	(i)		if an Examiner is appointed or the Collateral Agent receives notice of an intention to appoint an Examiner;

	(ii)		on the convening of any meeting of the members of that Chargor to consider a resolution to wind that Chargor up (or not to wind that Chargor up); or

	(iii)		on the presentation of a petition to appoint an Examiner to that Chargor or where the protection of the court is sought by a Related Company.

	(d)		The giving by the Collateral Agent of a notice under paragraph (b) above in relation to any asset of a Chargor will not be construed as a waiver or abandonment of the Collateral Agent’s rights to give any other notice in respect of any other asset or of any other right of any other Secured Party under this Deed or any other Loan Document.

			Any charge which has been converted into a fixed charge in accordance with paragraphs (b) and (c) above may, by notice in writing given at any time by the Collateral Agent to the relevant Chargor, be reconverted into a floating charge in relation to the Security Assets specified in such notice.

4.		REPRESENTATIONS - GENERAL

4.1		Nature of security

		Each Chargor represents and warrants to each Secured Party that;

	(a)		this Deed creates those Security Interests it purports to create (save that the legal mortgage created in Clause 3.3(a)(I) will take effect in equity until such time as the Collateral Agent exercises its discretion under Clause 7.2(b)) and is not liable to be avoided or otherwise set aside on its liquidation or examination or otherwise; and

	(b)		this Deed is its legal, valid and binding obligation and is enforceable against it in accordance with its terms

	(c)		no authorisation, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for either:

	(i)		the pledge or grant by the Chargor of the Security purported to be created in favour of the Collateral Agent under this Deed; or

	(ii)		the exercise by the Collateral Agent of any rights or remedies in respect of the Security Assets (whether specifically granted or created under this Deed or created or provided for by applicable law); and

(d)

4.2

Times for making representations and warranties

	(a)		The representations and warranties set out in this Deed (including in this Clause) are made by each Chargor.

	(b)		Each representation and warranty under this Deed is deemed to be repeated by:

	(i)		each Chargor which becomes party to this Deed by Deed of Accession, on the date on which that Chargor becomes a Chargor; and

	(ii)		each Chargor on each date during the Security Period.

(c)

When a representation and warranty is deemed to be repeated, it is deemed to be made by reference to the circumstances existing at the time of repetition.

5.		RESTRICTIONS ON DEALINGS

		No Chargor may:

	(a)		create or permit to subsist any Security Interest on any of its assets; or

	(b)		either in a single transaction or in a series of transactions and whether related or not and whether voluntarily or involuntarily sell, lease, transfer, redeem or otherwise dispose of all or any part of its assets,

	unless permitted under the Credit Agreement.

6.		LAND

6.1		Information for Report on Title

		Each Chargor represents and warrants to each Secured Party that:

	(a)		the information supplied by it or on its behalf to the lawyers who prepared any Report on Title relating to any of its Mortgaged Property for the purpose of that Report on Title was true in all material respects at the date it was expressed to be given; and

	(b)		the information referred to in paragraph (a) above was at the date it was expressed to be given complete and did not omit any information which, if disclosed would make that information untrue or misleading in any material respect.

6.2		Title

		Each Chargor represents and warrants to each Secured Party that except as disclosed in any Report on Title relating to any of its Mortgaged Property:

	(a)		it is the legal and beneficial owner of its Mortgaged Property;

	(b)		no breach of any law, regulation or covenant is outstanding which affects or would be reasonably likely to affect materially the value, saleability or use of its Mortgaged Property;

	(c)		there are no covenants, agreements, stipulations, reservations, conditions, interests, rights or other matters whatsoever affecting its Mortgaged Property which conflict with its present use or adversely affect the value, saleability or use of any of the Mortgaged Property, in each case to any material extent;

	(d)		nothing has arisen or has been created or is subsisting which would be an overriding interest or an unregistered interest which overrides first registration or registered dispositions over its Mortgaged Property and which would be reasonably likely to affect materially its value, saleability or use;

	(e)		all facilities (including access) necessary for the enjoyment and use of its Mortgaged Property (including those necessary for the carrying on of its business at the Mortgaged Property) are enjoyed by that Mortgaged Property and none of those facilities are on terms entitling any person to terminate or curtail its use or on terms which conflict with or restrict its use, where the lack of those facilities would be reasonably likely to affect materially its value, saleability or use;

	(f)		it has received no notice of any adverse claims by any person in respect of its Mortgaged Property which if adversely determined would or would be reasonably likely to materially adversely affect the value, saleability or use of any of its Mortgaged Property, nor has any acknowledgement of such been given to any person in respect of its Mortgaged Property; and

	(g)		its Mortgaged Property is held by it free from any Security Interest (other than as permitted by the Credit Agreement) or any lease or licence which would be reasonably likely to affect materially its value, saleability or use.

6.3		Repair

		Each Chargor must keep:

	(a)		its Premises in good and substantial repair and condition; and

	(b)		its Fixtures in a good state of repair and in good working order and condition.

6.4		Compliance with leases and covenants

		Each Chargor must:

	(a)		perform all the material terms on its part contained in any lease, agreement for lease, licence or other agreement or document which gives that Chargor a right to occupy or use property comprised in its Mortgaged Property;

	(b)		not do or allow to be done any act as a result of which any lease comprised in its Mortgaged Property may become liable to forfeiture or otherwise be terminated; and

	(c)		duly and punctually comply with all material covenants and stipulations affecting the Mortgaged Property or the facilities (including access) necessary for the enjoyment and use of the Mortgaged Property and indemnify each Secured Party in respect of any breach of those covenants and stipulations.

6.5		Acquisitions

		If a Chargor acquires any freehold or leasehold property after the date of this Deed, it must:

	(a)		notify the Collateral Agent immediately;

	(b)		immediately on request by the Collateral Agent and at the cost of that Chargor, execute and deliver to the Collateral Agent a legal mortgage in favour of the Collateral Agent of that property in any form (consistent with, and no more onerous than, this Deed) which the Collateral Agent may require;

	(c)		if the title to that freehold or leasehold property is registered at the Land Registry or required to be so registered, give the Land Registry written notice of this Security; and

	(d)		If applicable, ensure that this Security is correctly noted in the Register of Title against that title at the Land Registry.

6.6		Notices

		Each Chargor must, within 14 days after the receipt by it of any application, requirement, order or notice served or given by any public or local or any other authority with respect to its Mortgaged Property (or any part of it) which would or would be reasonably likely to have a material adverse effect on the value, saleabllity or use of any of the Mortgaged Property:

	(a)		deliver a copy to the Collateral Agent; and

	(b)		inform the Collateral Agent of the steps taken or proposed to be taken to comply with the relevant requirement,

6.7		Leases

		No Chargor may in respect of its Mortgaged Property (or any part of it), unless expressly permitted under the Credit Agreement: -

	(a)		grant or agree to grant (whether in exercise or independently of any statutory power) any lease or tenancy;

	(b)		agree to any amendment or waiver or surrender of any lease or tenancy;

	(c)		commence any forfeiture proceedings in respect of any lease or tenancy;

	(d)		confer upon any person any contractual licence or right to occupy;

	(e)		consent to any assignment of any tenant’s interest under any lease or tenancy;

	(f)		agree to any rent reviews in respect of any lease or tenancy; or

	(g)		serve any notice on any former tenant under any lease or tenancy (or any guarantor of that former tenant) which would entitle it to a new lease or tenancy.

6.8

The Land Registry

(a)

Each Chargor hereby consents to the registration as burdens on the folio of any registered land of which it is the registered owner or, as applicable, the person entitled to be registered as registered owner as well as on the folio of any further registered lands of which it may from time to time become the registered owner or, as applicable, the person entitled to be registered as registered owner, of:

	(i)		the first ranking fixed mortgage and charge created by this Deed on the said land;

	(ii)		on crystallisation of the floating charge created by this Deed on the said land, such crystallised floating charge; and

	(iii)		the power of any Receiver appointed under this Deed to charge the said land.

(b)

The address of the Collateral Agent in Ireland for the service of notices is c/o McCann XxxxXxxxxx, Riverside One, Sir Xxxx Xxxxxxxx’x Quay, Dublin 2 (Attn: EDV).

6.9		Deposit of title deeds

		Each Chargor must deposit with the Collateral Agent all deeds and documents of title relating to its Mortgaged Property and all local land charges, land charges and Land Registry search certificates and similar documents received by it or on its behalf.

6.10		Development

		No Chargor may unless expressly permitted under the Credit Agreement:

	(a)		make or permit others to make any application for planning permission in respect of any part of the Mortgaged Property; or

	(b)		carry out or permit to be carried out on any part of the Mortgaged Property any development for which the permission of the local planning authority is required,

	except as part of carrying on its principal business where it would not or would not be reasonably likely to have a material adverse effect on the value, saleabllity or use of the Mortgaged Property or the carrying on of the principal business of that Chargor.

6.11		Investigation of title

		Each Chargor must grant the Collateral Agent or its lawyers on request all reasonable facilities within the power of that Chargor to enable the Collateral Agent or its lawyers (at the expense of that Chargor) after this Security has become enforceable to:

	(a)		carry out investigations of title to the Mortgaged Property; and

	(b)		make such enquiries in relation to any part of the Mortgaged Property as a prudent mortgagee might carry out.

6.12		Report on Title

		Each Chargor must, as soon as practicable after a request by the Collateral Agent at a time when an Event of Default is continuing, supply the Collateral Agent with a Report on Title of that Chargor to its Mortgaged Property concerning those items which may properly be sought to be covered by a prudent mortgagee in a lawyer’s report of this nature.

6.13		Power to remedy

		If a Chargor fails to perform any covenant or stipulation or any term of this Deed affecting its Mortgaged Property, that Chargor must allow the Collateral Agent or its agents and contractors:

	(a)		to enter any part of its Mortgaged Property;

	(b)		to comply with or object to any notice served on that Chargor in respect of its Mortgaged Property; and

	(c)		to take any action as the Collateral Agent may reasonably consider necessary or desirable to prevent or remedy any breach of any such covenant, stipulation or term or to comply with or object to any such notice.

That Chargor must immediately on request by the Collateral Agent pay the costs and expenses of the Collateral Agent or its agents and contractors incurred in connection with any action taken by it under this Subclause.

6.14		Unregistered Property

		Each Chargor shall use reasonable endeavours to:

	(a)		provide a completed and signed Land Registry application for to complete the first registration of any unregistered real properties and registration of this Security at the Land Registry; and

	(b)		answer any requisitions raised by the Land Registry,

		Including in each case, without limitation, instruction of solicitors in these regards and providing responses in respect of any title requisitions raised by the Land Registry.

7.		INVESTMENTS

7.1		Investments

		Each Chargor represents and warrants to each Secured Party that:

	(a)		its investments are duly authorised, validly issued and fully paid;

	(b)		its investments are not subject to any Security Interest (other than as permitted by the Credit Agreement), any option to purchase or similar right;

	(c)		it is the sole legal and beneficial owner of its investments (save for any investments acquired by or issued to that Chargor after the date of this Deed that are held by any nominee on its behalf or any investments transferred to the Collateral Agent or its nominee pursuant to this Deed);

	(d)		each Charged Company is a company incorporated with limited liability;

	(e)		the constitutional documents of each Charged Company do not and could not restrict or inhibit any transfer of those shares on creation or enforcement of this Security; and

	(f)		there are no agreements in force which provide for the issue or allotment of, or grant any person the right to call for the issue or allotment of, any share or loan capital of each Charged Company (including any option or right of pre-emption or conversion).

7.2		Certificated Investments

		Each Chargor must:

	(a)		deposit with the Collateral Agent, or as the Collateral Agent may direct, any bearer instrument, share certificate or other document of title or evidence of ownership in relation to any investment immediately in respect of any investment subject to this Security on the date of this Deed and thereafter immediately following the acquisition by, or the issue to, that Chargor of any certificated investment (unless the same is required for registering any transfer, in which case the relevant Chargor must deposit the same immediately after such registration is completed); and

	(b)		immediately take any action and execute and deliver to the Collateral Agent any share transfer or other document which may be requested by the Collateral

Agent in order to enable the transferee to be registered as the owner or otherwise obtain a legal title to that investment; this includes:

	(i)		delivering executed and (unless exempt from stamp duty), pre-stamped share transfers in favour of the Collateral Agent or any of its nominees as transferee or, if the Collateral Agent so directs, with the transferee left blank; and

	(ii)		procuring that those share transfers are registered by the Charged Company in which the investments are held in the share register of that Charged Company and that share certificates in the name of the transferee are delivered to the Collateral Agent.

(c)

The Collateral Agent may, at any time, complete the instruments of transfer on behalf of the Chargor in favour of itself or such other person as it shall select.

7.3		Changes to rights

		No Chargor may (except to the extent permitted by the Credit Agreement and the intercreditor Agreement) take or allow the taking of any action on its behalf which may result in the rights attaching to any of its investments being altered or further shares being issued.

7.4		Calls

	(a)		Each Chargor must pay all calls and other payments due and payable in respect of any of its investments.

	(b)		If a Chargor fails to do so, the Collateral Agent may (at its discretion) pay those calls or other payments on behalf of that Chargor. That Chargor must immediately on request reimburse the Collateral Agent for any payment made by the Collateral Agent under this Subclause and, pending reimbursement, that payment will constitute part of the Secured Obligations.

7.5

Other obligations in respect of investments

	(a)		Each Chargor must comply with all requests for information which is within its knowledge and which it is required to comply with by law (including section 81 of the Companies Act, 1990) or under the constitutional documents relating to any of its investments. If a Chargor fails to do so, the Collateral Agent may elect to provide any information which it may have on behalf of that Chargor.

	(b)		Each Chargor must promptly supply a copy to the Collateral Agent of any information referred to in sub-paragraph (a) above.

	(c)		It is acknowledged and agreed that notwithstanding anything to the contrary contained in this Deed, each Chargor shall remain liable to observe and perform all of the conditions and obligations assumed by it in respect of any of its investments.

	(d)		No Secured Party will be required in any manner to:

	(i)		perform or fulfil any obligation of a Chargor;

	(ii)		make any payment;

	(iii)		make any enquiry as to the nature or sufficiency of any payment received by it or a Chargor;

	(iv)		present or file any claim or take any other action to collect or enforce the payment of any amount; or

	(v)		take any action in connection with the taking up of any (or any offer of any) stocks, shares, rights, monies or other property paid, distributed, accruing or offered at any time by way of interest, dividend, redemption, bonus, rights, preference, option, warrant or otherwise,

in respect of any Investment.

7.6

Voting rights

	(a)		Unless and until the service of a notice by the Collateral Agent of an Event of Default which is continuing, each Chargor may continue to exercise the voting rights, powers and other rights in respect of its investments, provided that (x) it shall deliver copies of any minutes of shareholder meeting in respect of the investments to the Collateral Agent promptly upon receipt, and (y) it shall not exercise such voting rights, powers and other rights in a manner which would result in, or otherwise permit or agree to, (i) any variation of the rights attaching to or conferred by any of the investments which the Collateral Agent considers prejudicial to the interests of the Secured Parties or which conflict or derogate from any Loan Documents or (ii) any increase in the issued share capital of a Charged Company, which in the opinion of the Collateral Agent would prejudice the value of, or the ability of the Collateral Agent to realise, the security created by this Deed.

	(b)		Unless and until the service of a notice by the Collateral Agent of an Event of Default which is continuing, if the relevant investments have been registered in the name of the Collateral Agent or its nominee, the Collateral Agent (or that nominee) must exercise the voting rights, powers and other rights in respect of the investments in any manner which the relevant Chargor may direct in writing. The Collateral Agent (or that nominee) will execute any form of proxy or other document which the relevant Chargor may reasonably require for this purpose.

	(c)		Subject to the terms of the Credit Agreement and the Intercreditor Agreement, unless and until the service of a notice by the Collateral Agent of an Event of Default which is continuing, all dividends or other income or distributions paid or payable in relation to any investments must be paid to the relevant Chargor. To achieve this:

	(i)		the Collateral Agent or its nominee will promptly execute any dividend mandate necessary to ensure that payment is made direct to the relevant Chargor); or

	(ii)		if payment is made directly to the Collateral Agent (or its nominee) before the service of a notice by the Collateral Agent or at a time when an Event of Default is not continuing, the Collateral Agent (or that nominee) will promptly pay that amount to the relevant Chargor.

	(d)		Unless and until the service of a notice by the Collateral Agent or an Event of Default is continuing, the Collateral Agent shall use its reasonable endeavours to promptly forward to the relevant Chargor all material notices, correspondence and/or other communication it receives in relation to the investments.

	(e)		Following the service of a notice by the Collateral Agent of an Event of Default which is continuing, the Collateral Agent or its nominee may exercise or refrain from exercising:

(i)

any voting rights; and

(ii)

any other powers or rights which maybe exercised by the legal or beneficial owner of any investment, any person who is the holder of any investment or otherwise

			in each case, in the name of the relevant Chargor, the registered holder or otherwise and without any further consent or authority on the part of the relevant Chargor and Irrespective of any direction given by any Chargor.

	(f)		To the extent that the investments remain registered in the names of the Chargors, each Chargor irrevocably appoints the Collateral Agent or its nominee as its proxy to exercise all voting rights in respect of those Investments at any time after the service of a notice by the Collateral Agent of the occurrence of an Event of Default which is continuing.

	(g)		Each Chargor must Indemnify the Collateral Agent against any loss or liability incurred by the Collateral Agent as a consequence of the Collateral Agent acting in respect of its investments on the direction of that Chargor.

7.7

Clearance systems

(a)

Each Chargor must, if so requested by the Collateral Agent:

	(i)		instruct any clearance system to transfer any lnvestment held by it for that Chargor or its nominee to an account of the Collateral Agent or its nominee with that clearance system; and

	(ii)		take whatever action the Collateral Agent may request for the demateriallsation or rematerialisation of any Investments held in a clearance system.

(b)

Without prejudice to the rest of this Subclause the Collateral Agent may, at the expense of the relevant Chargor, take whatever action is required for the demateriallsation or rematerialisation of the investments as necessary.

7.8		Custodian arrangements

		Each Chargor must:

	(a)		promptly give notice of this Deed to any custodian of any Investment in any form which the Collateral Agent may reasonably require; and

	(b)		use reasonable endeavours to ensure that the custodian acknowledges that notice in any form which the Collateral Agent may reasonably require.

8.		INTELLECTUAL PROPERTY

8.1		Representations

		Each Chargor represents and warrants to each Secured Party that as at the date of this Deed or, if later, the date it became a Party:

	(a)		all Intellectual Property which is material to its business is identified in Part 5 of Schedule 1 (Security Assets) opposite its name or in Part 5 of the schedule to any Deed of Accession by which it became party to this Deed; and

	(b)		it is not aware of any circumstances relating to the validity, subsistence or use of any of its Intellectual Property which could reasonably be expected to have a Material Adverse Effect.

8.2

Preservation

	(a)		Each Chargor must promptly, if requested to do so by the Collateral Agent, sign or procure the signature of, and comply with all instructions of the Collateral Agent in respect of, any document required to make entries in any public register of intellectual Property (including the United Kingdom Trade Marks Register) which either record the existence of this Deed or the restrictions on disposal imposed by this Deed.

	(b)		No Chargor may, without the prior consent of the Collateral Agent or unless permitted by the Credit Agreement:

	(i)		amend or waive or terminate, any of its rights in respect of Intellectual Property; or

	(ii)		take any action which might jeopardise the existence or enforceability of any of its rights in respect of its Intellectual Property.

9.		ACCOUNTS

9.1		Accounts

	(a)		Prior to the Revolving Credit Collateral Discharge Date all Security Accounts must be maintained In accordance with the terms of the Revolving Credit Security Agreement.

	(b)		Following the Revolving Credit Collateral Discharge Date, all Security Accounts must be maintained at a branch of the Account Bank approved by the Collateral Agent.

9.2		Change of Account Bank

		Following the Revolving Credit Collateral Discharge Date:

	(a)		Any Account Bank may be changed to another bank and additional banks may be appointed as Account Banks if the relevant Chargor and the Collateral Agent so agree;

	(b)		Without prejudice to clause 9.2(a), a Chargor may only open an account with a new Account Bank after the proposed new Account Bank agrees with the Collateral Agent and the relevant Chargors, in a manner satisfactory to the Collateral Agent, to fulfil the rote of the Account Bank under this Deed;

	(c)		If there is a change of Account Bank, the net amount (If any) standing to the credit of the Security Accounts maintained with the old Account Bank will be transferred to the corresponding Security Accounts maintained with the new Account Bank Immediately upon the appointment taking effect and each Chargor and the Collateral Agent hereby irrevocably gives all authorisations and instructions necessary for any such transfer to be made;

	(d)		Each Chargor:

	(i)		must take any action which the Collateral Agent may require to facilitate a change of Account Bank in accordance with Clause 9.2(a) above and any transfer of credit balances (including the execution of bank mandate forms); and

	(ii)		irrevocably appoints the Collateral Agent as its attorney to take any such action if that Chargor should fail to do so;

(e)

No Chargor shall, during the subsistence of this Deed, without the Collateral Agent’s prior consent, permit or agree to any variation of the rights attaching to any Security Account or close any Security Account.

9.3

Book debts and receipts

	(a)		Each Chargor must immediately deposit and direct their respective Account Debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral (each term as defined in the Credit Agreement) into a Security Account in accordance with Section 9.01 of the Revolving Credit Agreement.

	(b)		To the extent not deposited or remitted to, a Security Account under Clause 9.3(a) each Chargor must promptly get in and realise its:

	(i)		securities to the extent held by way of temporary investment;

	(ii)		book and other debts and other moneys owed to it; and

	(iii)		royalties, fees and income of any nature owed to it,

in the ordinary course of Its business and (prior to payment into a Security Account under Clause 9.3(c)) hold the proceeds of the getting in and realisation:

	(1)		prior to the Revolving Credit Collateral Discharge Date, on trust for the Revolving Credit Collateral Agent; and

	(2)		following the Revolving Credit Collateral Discharge Date, on trust for the Collateral Agent.

(c)

Each Chargor must pay all the proceeds of the getting in and realisation under Clause 9.1(b) into a Security Account as soon as practicable on receipt except to the extent that:

	(i)		prior to the Revolving Credit Collateral Discharge Date, the Revolving Credit Collateral Agent otherwise; and

	(ii)		following the Revolving Credit Collateral Discharge Date, the Collateral Agent otherwise agrees.

9.4

Withdrawals

	(a)		The Collateral Agent (or a Receiver) may (subject to the payment of any claims having priority to this Security and subject to the Intercreditor Agreement) withdraw amounts standing to the credit of any Security Account for application in accordance with the Loan Documents.

	(b)		No Chargor shall be entitled to receive, withdraw or otherwise transfer any credit balance from time to time standing to the credit of any Security Account except with the prior consent of the Collateral Agent.

	(c)		Each Chargor must ensure that none of its Security Accounts Is overdrawn at any time.

	(d)		Each Chargor must ensure that each Account Bank operates each Security Account in accordance with the terms of this Deed and the notices given under Clause 9.5 or as permitted by the Credit Agreement.

9.5

Notices of charge

(a)

Each Chargor must:

	(i)		following the Revolving Credit Collateral Discharge Date, immediately give notice to each relevant Account Bank substantially in the form of Part 1 of Schedule 2 (Forms of letter for Security Accounts); and

	(ii)		use all reasonable endeavours to procure that each relevant Account Bank acknowledges that notice substantially in the form of Part 2 of Schedule 2 (Forms of letter for Security Accounts).

(b)

10.		RELEVANT CONTRACTS

10.1		Representations

		Each Chargor represents and warrants to each Secured Party that:

	(a)		each of its Security Contracts is its legally binding, valid, and enforceable obligation;

	(b)		it is not in default of any of its obligations under any of its Security Contracts;

	(c)		(save as otherwise agreed with the Collateral Agent) there is no prohibition on assignment in any of its Primary Contracts; and

	(d)		its entry into and performance of this Deed will not conflict with any term of any of its Primary Contracts.

10.2

Preservation

(a)

No Chargor may, without the prior consent of the Collateral Agent or unless expressly permitted by the Credit Agreement:

	(i)		amend or waive any term of, or terminate, any of its Secondary Contracts;

	(ii)		take any action which might jeopardise the existence or enforceability of any of its Secondary Contracts; or

	(iii)		in each case to the extent that the same would have a Material Adverse Effect.

(b)

No Chargor may, without the prior consent of the Collateral Agent or unless expressly permitted by the Credit Agreement:

	(i)		amend or waive any term of, or terminate, any of its Primary Contracts; or

	(ii)		take any action which might jeopardise the existence or enforceability of any of its Primary Contracts.

10.3		Other undertaking

		Each Chargor must:

	(a)		duly and promptly perform its obligations under each of its Security Contracts; and

	(b)		supply the Collateral Agent and any Receiver with copies of each of its Security Contracts and any information and documentation relating to any of its Security Contracts requested by the Collateral Agent or any Receiver.

10.4

Rights

	(a)		Subject to the rights of the Collateral Agent under paragraph (b) below, the Chargor must diligently pursue its rights under each of its Security Contracts, but only if and to the extent that the exercise of those rights in the manner proposed would not result in a Default under the terms of the Credit Agreement.

	(b)		If an Event of Default is continuing, the Collateral Agent may exercise (without any further consent or authority on the part of the relevant Chargor and irrespective of any direction given by the Chargor) any of that Chargor’s rights under its Security Contracts.

10.5		Notices of assignment

		Each Chargor must:

	(a)		immediately serve a notice of assignment, substantially in the form of Part 1 of Schedule 4 (Forms of letter for Primary Contracts), on each of the other parties to each of its Primary Contracts (unless notice is given to those parties under the Loan Documents); and

	(b)		use all reasonable endeavours to procure that each of those other parties acknowledges that notice, substantially in the form of Part 2 of Schedule 4 (Forms of letter for Primary Contracts) within 14 days of the date of this Deed or the date of any Deed of Accession by which it became party to this Deed or, if later, the date of entry into that Primary Contract (as appropriate).

11.		PLANT AND MACHINERY

11.1		Maintenance

		Each Chargor must keep its Plant and Machinery in good repair and in good working order and condition.

11.2		Nameplates

		Each Chargor must take any action which the Collateral Agent may reasonably require to evidence the interest of the Collateral Agent in its Plant and Machinery; this includes (if so requested) fixing a nameplate on its Plant and Machinery in a prominent position stating that:

	(a)		the Plant and Machinery is charged in favour of the Collateral Agent; and

	(b)		the Plant and Machinery must not be disposed of without the prior consent of the Collateral Agent unless permitted under the Credit Agreement.

12.		INSURANCE POLICIES

12.1		Rights

	(a)		Subject to the rights of the Collateral Agent under paragraph (b) below, each Chargor must diligently pursue its rights under each of its Insurance Policies, but only if and to the extent that the exercise of those rights in the manner proposed would not result in a Default under the terms of the Credit Agreement.

	(b)		If an Event of Default is continuing:

	(i)		the Collateral Agent may exercise (without any further consent or authority on the part of any Chargor and irrespective of any direction given by any Chargor) any of the rights of any Chargor in connection with any amounts payable to it under any of its Insurance Policies;

	(ii)		each Chargor must take such steps (at its own cost) as the Collateral Agent may require to enforce those rights; this includes initiating and pursuing legal or arbitration proceedings in the name of that Chargor; and

	(iii)		each Chargor must hold any payment received by it under any of its Insurance Policies on trust for the Collateral Agent.

12.2		Notice

		Each Chargor must:

	(a)		immediately give notice of this Deed to each of the other parties to each of the Insurance Policies by sending a notice substantially in the form of Part 1 of Schedule 3 (Insurance Policies); and

	(b)		use all reasonable endeavours to procure that each such other party delivers a letter of undertaking to the Collateral Agent in the form of Part 2 of Schedule 3 (Insurance Policies) within 14 days of the date of this Deed or the date of any Deed of Accession by which it became party to this Deed or, if later, the date of entry into that Insurance (as appropriate).

13.		WHEN SECURITY BECOMES ENFORCEABLE

13.1		Timing

		This Security will become immediately enforceable if an Event of Default is continuing.

13.2		Enforcement

		After this Security has become enforceable, the Collateral Agent may in its absolute discretion enforce all or any part of this Security in any manner it sees fit or as the Required Lenders direct.

14.		ENFORCEMENT OF SECURITY

14.1		General

(a)

The power of sale and any other power conferred on a mortgagee by law (including under section 19 of the Act) as varied or amended by this Deed will be immediately exercisable at any time after this Security has become enforceable.

	(b)		For the purposes of all powers implied by law, the Secured Obligations are deemed to have become due and payable on the date of this Deed.

	(c)		Any restriction imposed by law on the power of sale (including under section 20 of the Act) or the right of a mortgagee to consolidate mortgages (including under section 17 of the Act) does not apply to this Security.

	(d)		Any powers of leasing conferred on the Collateral Agent by law are extended so as to authorise the Collateral Agent to lease, make agreements for leases, accept surrenders of leases and grant options as the Collateral Agent may think fit and without the need to comply with any restrictions conferred by law (including under section 18 of the Act or section 3 of the Conveyancing Act 1911).

14.2		No liability as mortgagee in possession

		Neither the Collateral Agent nor any Receiver will be liable, by reason of entering into possession of a Security Asset:

	(a)		to account as mortgagee in possession or for any loss on realisation; or

	(b)		for any default or omission for which a mortgagee in possession might be liable.

14.3		Privileges

		Each Receiver and the Collateral Agent is entitled to all the rights, powers, privileges and immunities conferred by law (including the Act) on mortgagees and receivers duly appointed under any law (including the Act).

14.4		Protection of third parties

		No person (including a purchaser) dealing with the Collateral Agent or a Receiver or its or his agents will be concerned to enquire:

	(a)		whether the Secured Obligations have become payable;

	(b)		whether any power which the Collateral Agent or a Receiver is purporting to exercise has become exercisable or is being properly exercised;

	(c)		whether any money remains due under the Loan Documents; or

	(d)		how any money paid to the Collateral Agent or to that Receiver is to be applied.

14.5

Redemption of prior mortgages

(a)

At any time after this Security has become enforceable, the Collateral Agent may:

	(i)		redeem any prior Security Interest against any Security Asset; and/or

	(ii)		procure the transfer of that Security Interest to itself; and/or

	(iii)		settle and pass the accounts of the prior mortgagee, chargee or encumbrancer; any accounts so settled and passed will be, in the absence of manifest error, conclusive and binding on each Chargor.

(b)

14.6		Contingencies

		If this Security is enforced at a time when no amount is due under the Loan Documents but at a time when amounts may or will become due, the Collateral Agent (or the Receiver) may pay the proceeds of any recoveries effected by it into such number of suspense accounts as it considers appropriate.

15.		RECEIVER

15.1		Appointment of Receiver

(a)

Except as provided below, the Collateral Agent may appoint any one or more persons to be a Receiver of all or any part of the Security Assets if:

	(i)		this Security has become enforceable; or

	(ii)		a Chargor so requests the Collateral Agent in writing at any time.

	(b)		Any appointment under paragraph (a) above may be by deed, under seal or in writing under its hand.

	(c)		Except as provided below, any restriction imposed by law on the right of a mortgagee to appoint a Receiver (including under section 24 of the Act) does not apply to this Deed.

15.2		Removal

		The Collateral Agent may by writing under its hand remove any Receiver appointed by it and may, whenever it thinks fit, appoint a new Receiver in the place of any Receiver whose appointment may for any reason have terminated.

15.3		Remuneration

		The Collateral Agent may fix the remuneration of any Receiver appointed by it and any maximum rate imposed by any law (including under section 24(6) of the Act) will not apply.

15.4		Agent of each Chargor

	(a)		A Receiver will be deemed to be the agent of the relevant Chargor for all purposes and accordingly will be deemed to be in the same position as a Receiver duly appointed by a mortgagee under the Act. The relevant Chargor is solely responsible for the contracts, engagements, acts, omissions, defaults and losses of a Receiver and for liabilities incurred by a Receiver.

	(b)		No Secured Party will incur any liability (either to a Chargor or to any other person) by reason of the appointment of a Receiver or for any other reason.

15.5		Relationship with Collateral Agent

		To the fullest extent allowed by law, any right, power or discretion conferred by this Deed (either expressly or impliedly) or by law on a Receiver may after this Security becomes enforceable be exercised by the Collateral Agent in relation to any Security Asset without first appointing a Receiver or notwithstanding the appointment of a Receiver.

16.		POWERS OF RECEIVER

16.1		General

	(a)		A Receiver has all the rights, powers and discretions set out below in this Clause in addition to those conferred on it by any law. This includes all the rights, powers and discretions conferred on a receiver (or a receiver and manager) under the Act and in Schedule 6.

	(b)		If there is more than one Receiver holding office at the same time; each Receiver may (unless the document appointing him states otherwise) exercise all the powers conferred on a Receiver under this Deed individually and to the exclusion of any other Receiver.

16.2		Possession

		A Receiver may take immediate possession of, get in and collect any Security Asset.

16.3		Carry on business

		A Receiver may carry on any business of any Chargor in any manner he thinks fit.

16.4		Employees

	(a)		A Receiver may appoint and discharge managers, officers, agents, accountants, servants, workmen and others for the purposes of this Deed upon such terms as to remuneration or otherwise as he thinks fit.

	(b)		A Receiver may discharge any person appointed by any Chargor.

16.5		Borrow money

		A Receiver may raise and borrow money either unsecured or on the security of any Security Asset either in priority to this Security or otherwise and generally on any terms and for whatever purpose which he thinks fit.

16.6		Sale of assets

	(a)		A Receiver may sell, exchange, convert into money and realise any Security Asset by public auction or private contract and generally in any manner and on any terms which he thinks fit.

	(b)		The consideration for any such transaction may consist of cash, debentures or other obligations, shares, stock or other valuable consideration and any such consideration may be payable in a lump sum or by instalments spread over any period which he thinks fit.

	(c)		Fixtures may be severed and sold separately from the property containing them without the consent of the relevant Chargor.

16.7		Leases

		A Receiver may let any Security Asset for any term and at any rent (with or without a premium) which he thinks fit and may accept a surrender of any lease or tenancy of any Security Asset on any terms which he thinks fit (including the payment of money to a lessee or tenant on a surrender).

16.8		Compromise

		A Receiver may settle, adjust, refer to arbitration, compromise and arrange any claim, account, dispute, question or demand with or by any person who is or claims to be a creditor of any Charger or relating in any way to any Security Asset.

16.9		Legal actions

		A Receiver may bring, prosecute, enforce, defend and abandon any action, suit or proceedings in relation to any Security Asset which he thinks fit.

16.10		Receipts

		A Receiver may give a valid receipt for any moneys and execute any assurance or thing which may be proper or desirable for realising any Security Asset.

16.11		Subsidiaries

		A Receiver may form a Subsidiary of any Chargor and transfer to that Subsidiary any Security Asset.

16.12		Delegation

		A Receiver may delegate his powers in accordance with this Deed.

16.13		Lending

		A Receiver may lend money or advance credit to any customer of any Chargor.

16.14		Protection of assets

		A Receiver may:

	(a)		effect any repair or insurance and do any other act which any Chargor might do in the ordinary conduct of its business to protect or improve any Security Asset;

	(b)		commence and/or complete any building operation; and

	(c)		apply for and maintain any planning permission, building regulation approval or any other authorisation,

	in each case as he thinks fit.

16.15		Other powers

		A Receiver may:

	(a)		do all other acts and things which he may consider desirable or necessary for realising any Security Asset or incidental or conducive to any of the rights, powers or discretions conferred on a Receiver under or by virtue of this Deed or by law;

	(b)		exercise in relation to any Security Asset all the powers, authorities and things which he would be capable of exercising if he were the absolute beneficial owner of that Security Asset; and

	(c)		use the name of any Chargor for any of the above purposes.

17.

APPLICATION OF PROCEEDS

	(a)		All moneys from time to time received or recovered by the Collateral Agent or any Receiver in connection with the realisation or enforcement of all or any part of the Security shall be held by the Collateral Agent on trust for the Secured Parties from time to time in accordance with the provisions of the Security Trust Deed to apply them at such times as the Collateral Agent sees fit, to the extent permitted by applicable law (subject to the provisions of this Clause), in accordance with the terms of the Loan Documents.

	(b)		This Clause does not prejudice the right of any Secured Party to recover any shortfall from a Loan Party.

18.

TAXES, EXPENSES AND INDEMNITY

	(a)		Each Chargor must immediately on demand pay, or on an indemnity basis reimburse any and all amounts for which it is liable under Sections 2.06, 2.15, 2.16, 2.22, 7.10, 11.03 and 11.18 of the Credit Agreement.

	(b)		Any amount due but unpaid shall carry interest from the date of such demand until so reimbursed at the rate and on the basis mentioned in Clause 23.2 (Interest).

	(c)		The Chargors shall pay and within three Business Days of demand indemnify each Secured Party against any cost, liability or loss that Secured Party incurs in relation to all stamp, registration, notarial and other Taxes and fees to which this Deed, the Transaction Security or any judgement given in connection with them, is or at any time may be subject.

19.		DELEGATION

19.1		Power of Attorney

		The Collateral Agent or any Receiver may delegate by power of attorney or in any other manner to any person any right, power or discretion exercisable by it under this Deed.

19.2		Terms

		Any such delegation may be made upon any terms (including power to sub-delegate) which the Collateral Agent or any Receiver may think fit.

19.3		Liability

		Neither the Collateral Agent nor any Receiver will be in any way liable or responsible to any Chargor for any loss or liability arising from any act, default, omission or misconduct on the part of any Delegate.

20.		FURTHER ASSURANCES

		Each Chargor must, at its own expense, take whatever action the Collateral Agent or a Receiver may, acting reasonably, require for:

	(a)		creating, perfecting or protecting any security intended to be created by or pursuant to this Deed (including procuring that any third party create a Security interest in favour of the Collateral Agent over any Security Asset to which it holds the legal title as trustee, nominee or agent);

	(b)		facilitating the realisation of any Security Asset;

	(c)		facilitating the exercise of any right, power or discretion exercisable by the Collateral Agent or any Receiver in respect of any Security Asset; or

	(d)		creating and perfecting security in favour of the Collateral Agent (equivalent to the security intended to be created by this Deed) over any assets of any Chargor located in any jurisdiction outside Ireland.

This includes:

	(i)		the re-execution of this Deed;

	(ii)		the execution of any legal mortgage, charge, transfer, conveyance, assignment or assurance of any property, whether to the Collateral Agent or to its nominee; and

	(iii)		the giving of any notice, order or direction and the making of any filing or registration,


		which, in any such case, the Collateral Agent may think expedient.

21.		POWER OF ATTORNEY

		Each Chargor, by way of security, irrevocably and severally appoints the Collateral Agent and each Receiver to be its attorney to take any action which that Chargor is obliged to take under this Deed. Each Chargor ratifies and confirms whatever any attorney does or purports to do under its appointment under this Clause.

22.		PRESERVATION OF SECURITY

22.1		Continuing security

		This Security is a continuing security and will extend to the ultimate balance of the Secured Obligations, regardless of any intermediate payment or discharge in whole or in part.

22.2		Reinstatement

	(a)		If any discharge (whether in respect of the obligations of any Loan Party or any security for those obligations or otherwise) or arrangement is made in whole or in part on the faith of any payment, security or other disposition which is avoided or must be restored on insolvency, liquidation, examination or otherwise without limitation, the liability of each Chargor under this Deed will continue or be reinstated as if the discharge or arrangement had not occurred.

	(b)		Each Secured Party may concede or compromise any claim that any payment, security or other disposition is liable to avoidance or restoration.

22.3		Waiver of defences

		The obligations of each Chargor under this Deed will not be affected by any act, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Deed (whether or not known to it or any Secured Party). This includes:

	(a)		any time or waiver granted to, or composition with, any person;

	(b)		any release of any person under the terms of any composition or arrangement;

	(c)		the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any person;

	(d)		any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

	(e)		any incapacity lack of power, authority or legal personality of or dissolution or change in the members or status of any person;

	(f)		any amendment (however fundamental) of a Loan Document or any other document or security; or

	(g)		any unenforceability, illegality, invalidity or non-provability of any obligation of any person under any Loan Document or any other document or security or the failure by any member of the Group to enter into or be bound by any Loan Document.

22.4		Immediate recourse

		Each Chargor waives any right it may have of first requiring any Secured Party (or any trustee or agent on its behalf) to proceed against or enforce any other right or security or claim payment from any person or file any proof or claim in any insolvency, examination, winding-up or liquidation proceedings relative to any other Loan Party or any other person before claiming from that Chargor under this Deed.

22.5		Appropriations

		Until all amounts which may be or become payable by the Loan Parties under the Loan Documents have been irrevocably paid in full, each Secured Party (or any trustee or agent on its behalf) may without affecting the liability of any Chargor under this Deed:

	(a)		refrain from applying or enforcing any other moneys, security or rights held or received by that Secured Party (or any trustee or agent on its behalf) against those amounts; or

	(b)		apply and enforce them in such manner and order as it sees fit (whether against those amounts or otherwise; and

	(c)		hold in an interest-bearing suspense account any moneys received from any Chargor or on account of that Chargor’s liability under this Deed.

22.6		Non-competition

		Unless:

	(a)		all amounts which may be or become payable by the Loan Parties under the Loan Documents have been irrevocably paid in full; or

	(b)		the Collateral Agent otherwise directs,

no Chargor will, after a claim has been made or by virtue of any payment or performance by it under this Deed:

(i)

be subrogated to any rights, security or moneys held, received or receivable by any Secured Party (or any trustee or agent on its behalf);

	(ii)		be entitled to any right of contribution or indemnity in respect of any payment made or moneys received on account of that Chargor’s liability under this Clause;

	(iii)		claim, rank, prove or vote as a creditor of any Loan Party or its estate in competition with any Secured Party (or any trustee or agent on its behalf); or

	(iv)		receive, claim or have the benefit of any payment, distribution or security from or on account of any Loan Party, or exercise any right of set-off as against any Loan Party.

Each Chargor must hold in trust for and must immediately pay or transfer to the Collateral Agent for the Secured Parties any payment or distribution or benefit of security received by it contrary to this Clause or in accordance with any directions given by the Collateral Agent under this Clause.

22.7

Additional security

	(a)		This Deed is in addition to and is not in any way prejudiced by any other security now or subsequently held by any Secured Party;

	(b)		No prior security held by any Secured Party (in its capacity as such or otherwise) over any Security Asset will merge into this Security.

22.8		Delivery of documents

		To the extent any Chargor is required hereunder to deliver any deed, certificate document of title or other document relating to the Security to the Collateral Agent for purposes of possession or control and is unable to do so as a result of having previously delivered such to the Revolving Credit Collateral Agent in accordance with the terms of the Revolving Credit Loan Documents, such Chargor’s obligations hereunder with respect to such delivery shall be deemed satisfied by the delivery to the Revolving Credit Collateral Agent.

22.9		Security held by Chargor

		No Chargor may, without the prior consent of the Collateral Agent, hold any security from any other Loan Party in respect of that Chargor’s liability under this Deed. Each Chargor will hold any security held by it in breach of this provision on trust for the Collateral Agent.

23.		MISCELLANEOUS

23.1		Covenant to pay

		Each Chargor must pay or discharge the Secured Obligations in the manner provided for in the Loan Documents.

23.2		Interest

		If a Chargor fails to pay any sums on the due date for payment of that sum the Chargor shall pay interest on such sum (before and after any judgment and to the extent interest at a default rate is not otherwise being paid on that sum) from the date of demand until the date of payment calculated and compounded in accordance with the provisions of Section 2.06(c) of the Credit Agreement

23.3		Tacking

		Each Lender must perform its obligations under the Credit Agreement (Including any obligation to make available further advances).

23.4		New Accounts

	(a)		If any subsequent charge or other interest affects any Security Asset, any Secured Party may open a new account with any Loan Party.

	(b)		If a Secured Party does not open a new account, it will nevertheless be treated as if it had done so at the time when it received or was deemed to have received notice of that charge or other interest.

	(c)		As from that time all payments made to that Secured Party will be credited or be treated as having been credited to the new account and will not operate to reduce any Secured Liability.

23.5		Time deposits

		Without prejudice to any right of set-off any Secured Party may have under any Loan Document or otherwise, if any time deposit matures on any account a Chargor has with any Secured Party within the Security Period when:

	(a)		this Security has become enforceable; and

	(b)		no Secured Liability is due and payable,

		that time deposit will automatically be renewed for any further maturity which that Secured Party in its absolute discretion considers appropriate unless that Secured Party otherwise agrees in writing.

23.6		Notice of assignment

		This Deed constitutes notice in writing to each Chargor of any charge or assignment of a debt owed by that Chargor to any other member of the Group and contained in any Loan Document.

23.7		Perpetuity period

		The perpetuity period under the rule against perpetuities if applicable to the trust constituted by this Deed shall be the period of 21 years from the date of death of the last survivor of the issue now living of the late President of Ireland, Xxxxx xx Xxxxxx and, subject thereto, if the Collateral Agent determines that all of the obligations of the Chargor under this Deed have been fully and unconditionally discharged, such trusts shall be wound up.

24.		LOAN PARTIES

	(a)		All communications under this Deed to or from a Secured Party must be sent through the Collateral Agent or the Administrative Agent.

	(b)		Each Loan Party that is a Party to this Deed irrevocably appoints the Original Chargor to act as its agent:

	(i)		to give and receive all communications under the Security Documents or this Deed;

	(ii)		to supply all information concerning itself to any Secured Party; and

(iii)

to agree and sign all documents under or in connection with this Deed without further reference to any Loan Party; this includes any amendment or waiver of this Deed which would otherwise have required the consent of the Loan Parties.

	(c)		The Original Chargor hereby accepts the appointment under Clause 24(b).

	(d)		Any communication given to the Original Chargor in connection with this Deed will be deemed to have been given also to the other Loan Parties that are party to this Deed.

	(e)		The Collateral Agent may assume that any communication made by the Original Chargor is made with the consent of each Loan Party that is party to this Deed.

25.		RELEASE

		At the end of the Security Period (or as required by the Loan Documents), the Collateral Agent must, at the request and cost of the Original Chargor, take whatever action is reasonably necessary to release the relevant Security Assets from this Security provided that to the extent that any Security Interest granted by any Chargor over the Term Loan Priority Collateral (as defined in the Intercreditor Agreement) is released under this clause, that Chargor shall take whatever action is required under the Revolving Credit Security Agreement, including serving any notice thereunder.

26.		COUNTERPARTS

		This Deed may be executed in any number of counterparts and all of those counterparts taken together shall be deemed to constitute one and the same instrument.

27.		NOTICES

27.1		Communications in Writing

		Each communication to be made under or in connection with this Deed shall be made in writing and, unless otherwise stated, shall be made by fax or letter.

27.2		Addresses

		Any notice or other communication herein required or permitted to be given to a party to this Deed shall be sent to the relevant party’s address as set forth in the Credit Agreement or any substitute address, fax number or department or officer as the relevant party may notify to the Collateral Agent (or the Collateral Agent may notify to the other parties, if a change is made by the Collateral Agent) by not less than five business days’ notice.

27.3		Delivery

		Any communication or document made or delivered by one person to another under or in connection with this Deed will only be effective:

	(i)		if by way of fax, when received in legible form; or

	(ii)		if by way of letter, when it has been left at the relevant address or, as the case may be, five days after being deposited in the post postage prepaid in an envelope addressed to it at that address.

or officer identified with the Collateral Agent’s communication details (or any substitute department or officer as the Collateral Agent shall specify for this purpose).

27.4		Notification of address and fax number

		Promptly upon receipt of notification of an address and fax number or change of address or fax number pursuant to Clause 27.2 (Addresses) or changing its own address or fax number, the Collateral Agent shall notify the other parties.

27.5		English language

	(a)		Any notice given under or in connection with this Deed must be in English.

	(b)		All other documents provided under or in connection with this Deed must be:

	(i)		(i) in English; or

	(ii)		(ii) if not in English, and if so required by the Collateral Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

28.

THE COLLATERAL AGENT AS TRUSTEE

	(a)		On the terms set out in the Credit Agreement and the Security Trust Deed, the Collateral Agent declares itself trustee of the security and other rights (Including but not limited to the benefit of the covenants contained herein), titles and interests constituted by this Assignment and of all monies, property and assets paid to the Collateral Agent or to its order or held by the Collateral Agent or its nominee or received or recovered by the Collateral Agent or its nominee pursuant to or in connection with this Assignment with effect from the date hereof to hold the same on trust for itself and each of the Secured Parties absolutely in accordance with their entitlements under the Loan Documents (save as may otherwise be agreed between the Collateral Agent and the other Secured Parties from time to time).

	(b)		All moneys received by the Collateral Agent shall be held by it upon trust for itself and the Secured Parties according to their respective interests to apply the same in accordance with Clause 10.

	(c)		The parties to this Assignment declare that the perpetuity period applicable to the trusts constituted by this Assignment shall be a period of 21 years after the death of the last survivor of the issue living on the date of this Assignment of the late President of Ireland, Xxxxx xx Xxxxxx unless there has previously been legislation making it lawful for the trusts constituted by this Assignment to continue.

	(d)		The rights, powers and discretions conferred on the Collateral Agent by this Assignment shall be supplemental to the Trustee Xxx 0000 and in addition to any which may be vested in the Collateral Agent by the Loan Documents, general law or otherwise.

29.		GOVERNING LAW

		This Deed shall be governed by and construed in accordance with the laws of Ireland.

30.		ENFORCEMENT

30.1		Jurisdiction

	(a)		The Irish courts have exclusive jurisdiction to settle any dispute in connection with this Deed.

	(b)		The Irish courts are the most appropriate and convenient courts to settle any such dispute in connection with this Agreement. Each Chargor agrees not to argue to the contrary and waives objection to those courts on the grounds of inconvenient forum or otherwise in relation to proceedings in connection with this Deed.

	(c)		This Clause is for the benefit of the Secured Parties only. To the extent allowed by law, a Secured Party may take:

	(i)		proceedings in any other court; and

	(ii)		concurrent proceedings in any number of jurisdictions.

(d)

References in this Clause to a dispute in connection with this Deed include any dispute as to the existence, validity or termination of this Deed.

30.2

Waiver of immunity

(a)

Each Chargor Irrevocably and unconditionally:

	(i)		agrees not to claim any immunity from proceedings brought by a Secured Party against it in relation to this Deed and to ensure that no such claim is made on its behalf;

	(ii)		consents generally to the giving of any relief or the issue of any process in connection with those proceedings; and

	(iii)		waives all rights of immunity in respect of it or its assets.

This Deed has been executed and delivered as a deed on the date stated at the beginning of this Deed.

SCHEDULE 1

SECURITY ASSETS

PART 1

REAL PROPERTY

Part A

Unregistered Land

None as at the date hereof

Part B

Registered Land

None as at the date hereof

PART 2

CHARGED SHARES


		Name of
	Name of	nominee (if any)
	Charged	by whom shares	Class of shares	Number of shares
Chargor	Company	are held	held	held

Novelis Aluminium Holding Company	Novelis Benelux SA/NV	N/A		60,000

Novelis Aluminium Holding Company	Novelis Deutschland GmbH	N/A	Ordinary	1 of €100,350,000 1 of €11,150,000

PART 3

SPECIFIC PLANT AND MACHINERY

Chargor Description

None as at the date hereof

PART 4

SECURITY CONTRACTS

A. Primary Contracts

Chargor Description

Intercompany Notes:


		Principal		Date of	Maturity
Noteholder	Obligor	Amount		Issuance	Date
Novelis Aluminium Holding Company	Novelis Deutschland GmbH	$	172,255,970	Jan. 6, 2005	Jan. 62015

Novelis Aluminium Holding Company	Novelis Deutschland GmbH	$	188,561,280	Jan. 6, 2005	Jan. 6 2015

B. Secondary Contracts

None as at the date hereof

PART 5

SPECIFIC INTELLECTUAL PROPERTY

Chargor Description

None as at the date hereof

PART 6

SECURITY ACCOUNTS


Bank	Account number		Sort code
Commerzbank Berlin Germany		209550300	100 400 00

SCHEDULE 2

FORMS OF LETTER FOR SECURITY ACCOUNTS

PART 1

NOTICE TO ACCOUNT BANK

To: [Account Bank]

Copy: [Collateral Agent]

[Date]

Dear Sirs,

Security agreement dated [ ] between Novelis Aluminium Holding Company and UBS AG, Stamford Branch (the Security Agreement)

This letter constitutes notice to you that under the Security Agreement we have charged (by way of a first fixed charge) in favour of UBS AG, Stamford Branch as agent and trustee for the Secured Parties referred to in the Security Agreement (the Collateral Agent) as first priority chargee all of our rights in respect of any amount standing to the credit of any account maintained by us with you at any of your branches (the Security Accounts) and the debts represented by the Security Accounts.

We irrevocably instruct and authorise you to:

	(a)		disclose to the Collateral Agent any information relating to any Security Account requested from you by the Collateral Agent;

	(b)		comply with the terms of any written notice or instruction relating to any Security Account received by you from the Collateral Agent;

	(c)		hold all sums standing to the credit of any Security Account to the order of the Collateral Agent;

	(d)		pay or release any sum standing to the credit of any Security Account in accordance with the written instructions of the Collateral Agent issued from time to time; and

	(e)		pay all sums received by you for our account(s) to the credit of each Security Account.

We are not permitted to withdraw any amount from any Security Account without the prior written consent of the Collateral Agent.

The instructions in this letter may not be revoked or amended without the prior written consent of the Collateral Agent.

This letter is governed by Irish law.

Yours faithfully,


(Authorised signatory)
for and on behalf of
Novelis Aluminium Holding Company/
[Chargor]

PART 2

ACKNOWLEDGEMENT OF ACCOUNT BANK

To: [Collateral Agent]

Copy: Novelis Aluminium Holding Company / [Chargor]

[Date]

Dear Sirs,

Security agreement dated [ ] between Novelis Aluminium Holding Company and UBS AG, Stamford Branch (the Security Agreement)

We confirm receipt from [Novelis Aluminium Holding Company] (the Chargor) of a notice dated [•] of a charge upon the terms of the Security Agreement over all the rights of the Chargor to any amount standing to the credit of any of its accounts with us at any of our branches (the Security Accounts).

We confirm that we:

	(a)		accept the Instructions contained in any outstanding notice and agree to comply with the notice;

	(b)		have not received notice of the interest of any third party in any Security Account;

	(c)		hereby irrevocably and unconditionally waive our rights in respect of and agree not to make any set-off or deduction from the Security Accounts or invoke any right of retention in relation to the Security Accounts, other than in relation to our customary agreed charges or fees payable in connection with the operation or maintenance of the Security Accounts in the ordinary course of business.

	(d)		will disclose to you any information relating to any Security Account requested from us by you;

	(e)		will comply with the terms of any written notice or instruction relating to any Security Account received by us from you;

	(f)		will hold all sums standing to the credit of any Security Account to your order unless otherwise required by law;

	(g)		will pay or release any sum standing to the credit of any Security Account in accordance with your written instructions issued from time to time unless otherwise required by law;

	(h)		will not permit any amount to be withdrawn from any Security Account without your prior written consent or unless otherwise required by law; and

	(i)		will pay all sums received by us for the account of the Chargor to a Security Account of the Chargor with us unless otherwise required by law or instructed by you.

Nothing contained in any of our arrangements with you shall commit us to providing any facilities or making advances available to the Chargor.

This letter is governed by Irish law.

Yours faithfully,


For and on behalf of
(Authorised signatory) [Account Bank]

PART 3

LETTER FOR OPERATION OF SECURITY ACCOUNTS

To: [Account Bank]

[DATE]

Dear Sirs,

Security agreement dated [ ] between Novelis Aluminium Holding Company as Original Chargor and UBS AG, Stamford Branch (the Security Agreement)

We refer to:

1.		the Security Agreement;

2.		the notice to you dated [•] from [Novelis Aluminium Holding Company] (the Chargor) concerning the accounts referred to in that notice (the Security Accounts); and

3.		the acknowledgement dated [•] issued by you to in response to the notice (the Acknowledgment).

We hereby instruct you to forward all amounts standing to the credit of each Blocked Account on the close of business on each business day to the following account in the name of [•] account number [•], sort code [•].

We confirm that we consent to the following transactions in relation to the Security Accounts:

	(a)		you may make payments on the instructions of the Chargor and debit the amounts involved to any Security Account of the Chargor;

	(b)		you may debit to any Security Account of the Chargor amounts due to you by the Chargor; and

	(c)		in order to enable you to make available net overdraft, balance offset, netting or pooling facilities to the Chargor you may set-off debit balances on any Security Account against credit balances on any other Security Account of the Chargor if those Security Accounts are included in group netting arrangements operated by you for the Chargor.

We may by notice to you amend or withdraw these consents, if the consents referred to above are withdrawn, you may immediately set-off debit balances and credit balances on the Security Accounts as and to the extent that the same relate to your customary agreed charges or fees payable in connection with the operation or maintenance of the Security Accounts in the ordinary course of business.

This letter is governed by Irish law.

Please acknowledge receipt of this letter by signing and returning to us the enclosed copy of this letter.

Yours faithfully,


For and on behalf of
(Authorised signatory) [Collateral Agent]

Receipt acknowledged


For and on behalf of
(Authorised signatory) [Account Bank]

[Date]

SCHEDULE 3

FORMS OF LETTER FOR INSURANCE POLICIES

PART 1

FORM OF NOTICE OF ASSIGNMENT

(for attachment by way of endorsement to the insurance policies)

To: [insurer]

Copy: [Collateral Agent]

[Date]

Dear Sirs,

Security agreement dated [•] between Novelis Aluminium Holding Company and UBS AG, Stamford Branch (the Security Agreement)

This letter constitutes notice to you that under the Security Agreement we as chargor (the Chargor) assigned in favour of UBS AG, Stamford Branch as agent and trustee for the Secured Parties referred to in the Security Agreement (the Collateral Agent) as first priority assignee all amounts payable to it under or in connection with any contract of insurance of whatever nature taken out with you by or on behalf, of it or under which it has a right to claim (each an Insurance) and all of its rights in connection with those amounts.

We confirm that:

(a)		we will remain liable under [the] [each] Insurance to perform all the obligations we assumed under [the] [that] Insurance; and

(b)		none of the Collateral Agent, its agents, any receiver or any other person will at any time be under any obligation or liability to you under or in respect of [the] [any] Insurance.

We will also remain entitled to exercise all of our rights under [the] [each] Insurance and you should continue to give notices under [the] [each] Insurance to us, unless and until you receive notice from the Collateral Agent to the contrary. In this event, unless the Collateral Agent otherwise agrees in writing:

(a)		all amounts payable to us under [the] [each] Insurance must be paid to the Collateral Agent; and

(b)		any of our rights in connection with those amounts will be exercisable by, and notices must be given to, the Collateral Agent or as it directs.

Please note that we have agreed that we will not amend or waive any term of or terminate [any of] the lnsurance[s] without the prior consent of the Collateral Agent.

The Instructions in this letter may not be revoked or amended without the prior written consent of the Collateral Agent.

Please note on the relevant contracts the Collateral Agent’s interest as loss payee and the Collateral Agent’s interest as first priority assignee of those amounts and rights and send to the Collateral Agent at [•} with a copy to ourselves the attached acknowledgement confirming your agreement to the above and giving the further undertakings set out in the acknowledgement.

This letter is governed by Irish law.

Yours faithfully,



For and on behalf of
[NOVELIS ALUMIMIUM HOLDING COMPANY]
[authorised signatory]

PART 2

FORM OF LETTER OF UNDERTAKING

To: [Collateral Agent]

Copy: [Novelis Alumimium Holding Company (the Chargor)

[Date]

Dear Sirs,

Security agreement dated [•] between Novelis Aluminium Holding Company and UBS AG, Stamford Branch (the Security Agreement)

We confirm receipt from UBS AG, Stamford Branch on behalf of the Chargor of a notice dated [•] of an assignment by the Chargor upon the terms of the Security Agreement of all amounts payable to it under or in connection with any contract of Insurance of whatever nature taken out with us by or on behalf of it or under which it has a right to claim and all of its rights in connection with those amounts.

In consideration of your agreeing to the Chargor continuing its Insurance arrangements with us we:

1.		accept the instructions contained in the notice and agree to comply with the notice;

2.		confirm that we have not received notice of the interest of any third party in those amounts and rights;

3.		undertake to note on the relevant contracts your interest as loss payee and as first priority assignee of those amounts and rights;

4.		undertake to disclose to you without any reference to or further authority from the Chargor any information relating to those contracts which you may at any time request;

5.		undertake to notify you of any breach by the Chargor of any of those contracts and to allow you or any of the other Secured Parties (as defined in the Security Agreement) to remedy that breach; and

6.		undertake not to amend or waive any term of or terminate any of those contracts on request by the Chargor without your prior written consent.

This letter is governed by Irish law.

Yours faithfully,



for and on behalf of
[Insurer]

SCHEDULE 4

FORMS OF LETTER FOR PRIMARY CONTRACTS

PART 1

NOTICE TO COUNTERPARTY

To: [Counterparty]

Copy: [Collateral Agent]

[Date]

Dear Sirs,

Security agreement dated [•] between Novelis Aluminium Holding Company and others and UBS A6, Stamford Branch (the Security Agreement)

This letter constitutes notice to you that under the Security Agreement we as chargor, have assigned in favour of UBS AG, Stamford Branch as agent and trustee for the Secured Parties referred to in the Security Agreement (the Collateral Agent) as first priority assignee all of our rights in respect of [Insert details of Primary Contract(s)] (the Primary Contract[s]).

We confirm that:

(a)		we will remain liable under [the] [each] Primary Contract to perform all the obligations assumed by it under [the] [that] Primary Contract; and

(b)		none of the Collateral Agent, its agents, any receiver or any other person will at any time be under any obligation or liability to you under or in respect of [the] [any] Primary Contract.

We will also remain entitled to exercise all of our rights under [the] [each] Primary Contract and you should continue to give notice under [the] [each] Primary Contract, unless and until you receive notice from the Collateral Agent to the contrary. In this event, all of our rights will be exercisable by, and notices must be given to, the Collateral Agent or as it directs.

Please note that we have agreed that we will not [amend or waive any term of or] terminate [any of] the Primary Contracts] without the prior consent of the Collateral Agent.

The instructions in this letter may not be revoked or amended without the prior written consent of the Collateral Agent.

This letter is governed by Irish law.

Yours faithfully,


for and on behalf of
[NOVELIS ALUMINIUM HOLDING COMPANY]
(Authorised Signatory)

PART 2

ACKNOWLEDGEMENT OF COUNTERPARTY

To: [Collateral Agent]

Copy: [Novelis Aluminium Holding Company (the Chargor)

[Date]

Dear Sirs,

Security agreement dated [•] between Novelis Aluminium Holdings Company and UBS AG, Stamford Branch (the Security Agreement)

We confirm receipt from the Chargor of a notice dated [•] of an assignment on the terms of the Security Agreement of all of the Chargor’s rights in respect of [insert details of the Primary Contract(s) (the Primary Contract[s]).

We confirm that we:

1.		accept the instructions contained in the notice and agree to comply with the notice;

2.		have not received notice of the interest of any third party in [any of] the Primary Contract[s];

3.		undertake to disclose to you without any reference to or further authority from the Chargor any information relating to [the][those] Primary Contract[s] which you may at any time request;

4.		[undertake to notify you of any breach by the Chargor of [the] [any of those] Primary Contract[s] and to allow you or any of the other Secured Parties (as defined in the Security Agreement) to remedy that breach;] and

5.		undertake not to amend or waive any term of or terminate [the] [any of those] Primary Contract[s] on request by the Chargor without your prior written consent.

This letter is governed by Irish law.

Yours faithfully,



for and on behalf of
(Authorised signatory)
[Counterparty]

SCHEDULE 5

FORM OF DEED OF ACCESSION

THIS DEED is dated [

BETWEEN:

(1)		[•] (registered number [•]) with its registered office at [•] (the Additional Chargor);

(2)		NOVELIS ALUMINIUM HOLDING COMPANY in its capacity as Original Chargor under the Security Agreement referred to below (the Original Chargor); and

(3)		UBS AG, Stamford Branch as agent and trustee for the Secured Parties under and as defined in the Security Agreement referred to below (the Collateral Agent).

BACKGROUND:

(A)		The Additional Chargor is a subsidiary of Novelis Inc.

(B)		The Original Chargor has entered into a security agreement dated [•], 200[•] with the Collateral Agent (the Security Agreement).

(C)		The Additional Chargor has agreed to enter into this Deed and to become a Chargor under the Security Agreement.

(D)		The Additional Chargor will also, by execution of separate instruments, become a party to the Intercreditor Agreement as a Loan Party and the Security Trust Deed as a Chargor (as defined in the Security Agreement).

(E)		It is intended that this document takes effect as a deed notwithstanding the fact that a party may only execute this document under hand.

IT IS AGREED as follows:

1.		Interpretation

		Terms defined in the Security Agreement have the same meaning in this Deed unless given a different meaning in this Deed. This Deed is a Loan Document.

2.		Accession

		With effect from the date of this Deed the Additional Chargor:

	(i)		will become a party to the Security Agreement as a Chargor; and

	(ii)		will be bound by all the terms of the Security Agreement which are expressed to be binding on a Chargor, including without limitation, the guarantee contained in Section 2 of the Security Agreement.

3.		Security

		Without limiting the generality of the other provisions of this Deed and the Security Agreement, the Additional Chargor as beneficial owner, as continuing security for the payment, performance and discharge of the Secured Obligations, hereby:-

(a)

grants, conveys, transfers and demises, mortgages and charges to the Collateral Agent as trustee for the Secured Parties ALL THAT AND THOSE the freehold and leasehold property of the Additional Chargor both present and

			future (including specifically, but not limited to, the lands, hereditaments and premises specified in Part 1 A of Schedule 1 to this Deed and all buildings and (to the extent the same are not otherwise subject to a fixed charge hereunder) all fixtures (including trade fixtures) from time to time on every such property and all fixed plant and machinery of the Additional Chargor both present and future therein or thereon to hold the same as to so much thereof as is of freehold tenure unto the Collateral Agent as trustee for the Secured Parties in fee simple and as to so much thereof as is of leasehold tenure unto the Collateral Agent as trustee for the Secured Parties for the residue of the respective terms of years for which the Additional Chargor now or, as applicable at the time of acquisition, then holds the same less the last three days of each such term, subject to the proviso for redemption herein contained PROVIDED that each Chargor hereby declares that it shall henceforth stand possessed of such of the said property as is of leasehold tenure for the last day or respective last days of the term or terms or years for which the same is held by it, and for any further or other interest which it now has or may hereafter acquire or become entitled to in the same or any part thereof by virtue of any Act or Acts of the Oireachtas or otherwise howsoever, in trust for the Collateral Agent as trustee for the Secured Parties and to be conveyed assigned or otherwise dealt with whether to the Collateral Agent as trustee for the Secured Parties or its nominee or otherwise as the Collateral Agent shall direct but subject to the same equity of redemption as may for the time being be subsisting in the said property, and PROVIDED FURTHER that each Chargor doth hereby irrevocably appoint the secretary (and any authorised signatory) for the time being of the Collateral Agent to be its attorney, in its name and on its behalf, and as its act and deed to sign seal and deliver and otherwise perfect every or any Deed of Conveyance of the leasehold reversion which may be desired by the Collateral Agent in order to vest in the Collateral Agent as trustee for the Secured Parties or in any person or persons in trust as agent for the Collateral Agent, subject as aforesaid, or in any purchaser of the said property or any part thereof, the said leasehold reversion and any further or other interest which the Additional Chargor now has or may hereafter acquire or become entitled to in the said leasehold premises or any part thereof by virtue of any Act or Acts of the Oireachtas or otherwise howsoever;

	(b)		as registered owner or, as the case may be, person entitled to be registered as owner, charges to the Collateral Agent as trustee for the Secured Parties ALL THAT AND THOSE the freehold and leasehold lands, hereditaments, premises and property of the Additional Chargor registered under the Registration of Xxxxx Xxx, 0000 both present and future (including, specifically, but not limited to, the lands, hereditaments and premises specified in Part 1 B of Schedule 1 to this Deed) together with all buildings and (to the extent the same are not otherwise subject to a fixed charge hereunder) all fixtures (including trade fixtures) from time to time on every such property and all fixed plant and machinery both present and future therein with the payment performance and discharge of the Secured Obligations;

	(c)		charges to the Collateral Agent as trustee for the Secured Parties all its other estate, right, title or interests in any land or buildings now belonging to the Additional Chargor (including, specifically, but not limited to, the lands, hereditaments and premises specified in Schedule I to this Deed) (whether or not the legal estate is vested in the Additional Chargor or registered in the name of the Additional Chargor), and all future estate, right, title or interests of the Additional Chargor in such lands, hereditaments and premises and in any other freehold or leasehold property (whether or not registered) vested in or held by or on behalf of such Chargor from time to time and/or the proceeds of sale thereof together in all cases (to the extent the same are not otherwise subject to a fixed charge hereunder) all fixtures (including trade fixtures) and all fixed plant and machinery from time to time therein with the payment performance and discharge of the Secured Obligations;

	(d)		charges by way of a first legal mortgage all shares owned by it and specified in Part 2 of the schedule to this Deed;

	(e)		charges by way of a first fixed charge all plant, machinery, computers, office equipment or vehicles specified in Part 3 of the schedule to this Deed;

	(f)		assigns absolutely, subject to a proviso for re-assignment on redemption, all of its rights in respect of the agreements specified in Part 4 of the schedule to this Deed; [and]

	(g)		charges by way of a first fixed charge all of its rights in respect of any Intellectual Property specified in Part 5 of the schedule to this Deed [; and

	(h)		[charges by way of a first fixed charge all of its rights in respect of any amount standing to the credit of any Security Account specified in Part 6 of the schedule to this Deed.]

4.		Miscellaneous

		With effect from the date of this Deed:

	(a)		the Security Agreement will be read and construed for all purposes, and the Additional Chargor will take all steps and actions (including serving any notices), as if the Additional Chargor had been an original party in the capacity of Chargor (but so that the security created on this accession will be created on the date of this Deed);

	(b)		any reference in the Security Agreement to this Deed and similar phrases will include this Deed and all references in the Security Agreement to Schedule 1 (or any part of it) will include a reference to the schedule to this Deed (or relevant part of it); and

	(c)		Novelis Aluminium Holding Company and each other Chargor agrees to all matters provided for in this Deed.

5.		Law

		This Deed is governed by Irish law.

		This Deed has been executed and delivered as a deed on the date stated at the beginning of this Deed

SCHEDULE



PART		1
REAL PROPERTY

Part A

Unregistered Land

Part B

Registered Land

PART		2
SHARES


Name of
company in	Name of nominee (if
which shares	any) by whom	Class of	Number of shares
are held	shares are held	shares held	held

[ ]	[ ]	[ ]	[ ]



PART		3
SPECIFIC PLANT AND MACHINERY


Description

PART		4
SECURITY CONTRACTS

A. Primary Contracts

Description

[e.g. Hedging Documents]

[e.g. Acquisition Documents]

[e.g. Intercompany Loan Agreements]

B. Secondary Contracts

PART		5
SPECIFIC INTELLECTUAL PROPERTY RIGHTS

Description


[PART		6
SECURITY ACCOUNTS

Account number Sort code]

SIGNATORIES (TO DEED OF ACCESSION)

THE ADDITIONAL CHARGOR


The Common Seal of [ ]	)	Director
was hereunto affixed	)
in the presence of	)	Director/Secretary

THE ORIGINAL CHARGOR

The Common Seal of		Director
Novelis Aluminium Holding Company
was hereunto affixed	)
in the presence of	)	Director/Secretary

THE COLLATERAL AGENT

Signed by:
for and on behalf of		Authorised Signatory
UBS AG, Stamford Branch

Schedule 6

Powers of a Receiver

(1)		enter upon, take possession of, collect and get in all or any of the Security Assets, exercise in respect of any shares or securities all voting or other powers or rights available to a registered holder thereof in such manner as he may think fit and bring, defend or discontinue any proceedings (including, without limitation, proceedings for the winding up of any Chargor) or submit to arbitration in the name of any Chargor or otherwise as may seem expedient to him;

(2)		carry on, manage, develop, reconstruct, amalgamate or diversify the business of any Chargor or any part thereof or concur in so doing, lease or otherwise acquire and develop or improve properties or other assets without being responsible for loss or damage;

(3)		raise or borrow any money (including money for the completion with or without modification of any building in the course of construction and any development or project in which any Chargor was engaged) from or incur any other liability to the Collateral Agent or others on such terms with or without security as he may think fit and so that any such security may be or include a charge on the whole or any part of the Security Assets ranking in priority to the security constituted by the Security Agreement or otherwise;

(4)		sell by public auction or private contract, let, surrender or accept surrenders, grant licences or otherwise dispose of or deal with all or any of the Security Assets or concur In so doing in such manner for such consideration and generally on such terms and conditions as he may think fit (including, without limitation, conditions excluding or restricting the personal liability of the Receiver or the Collateral Agent) with full power to convey, let, surrender, accept surrenders or otherwise transfer or deal with such Security Assets in the name and on behalf of any Chargor or otherwise and so that the covenants and contractual obligations may be granted and assumed in the name of and so as to bind such Chargor if the Receiver shall consider it necessary or expedient so to do; any such sale, lease or disposition may be for cash, debentures or other obligations, shares, stock, securities or other valuable consideration and be payable immediately or by instalments spread over such period as he shall think fit and so that any consideration received or receivable shall ipso facto forthwith be and become charged with the payment of all Secured Obligations; plant, machinery and fixtures may be severed and sold separately from the premises containing them and the Receiver may apportion any rent and the performance of any obligations affecting the premises sold without the consent of any Chargor;

(5)		promote, procure the formation or otherwise acquire the share capital of any body corporate with a view to such body corporate purchasing, leasing, licensing or otherwise acquiring interests in all or any of the Security Assets or otherwise, arrange for companies to trade or cease to trade and to purchase, lease, licence or otherwise acquire all or any of the Security Assets on such terms and conditions whether or not including payment by instalments secured or unsecured as he may think fit;

(6)		make any arrangement or compromise or enter into or cancel any contracts which he shall think expedient;

(7)		make and effect such repairs, renewals and improvements to the Security Assets or any part thereof as he may think fit and maintain, renew, take out or increase insurances including, without limitation, indemnity insurance;

(8)		appoint managers, agents, officers, and employees for any of such purposes or to guard or protect the Security Assets at such salaries and commissions and for such periods and on such terms as he may determine and dismiss the same;

(9)		make or require the directors of any Chargor to make calls, conditionally or unconditionally, on the members of such Chargor in respect of uncalled capital and enforce payment of any call so made by action (In the name of such Chargor or the Receiver as may be thought fit) or otherwise;

(10)		without any consent by or notice to any Chargor, exercise on behalf of any Chargor all the powers and provisions conferred on a landlord or a tenant by any legislation from time to time in force relating to rents or otherwise in respect of any part of the Security Assets but without any obligation to exercise any of such powers and without any liability in respect of powers so exercised or omitted to be exercised;

(11)		without any consent or notice by or to any Chargor, exercise for and on behalf of any Chargor and in the name of any Chargor all powers and rights of any Chargor relevant to and necessary to effect the registration in the Land Registry of the crystallisation of the floating charge created by this Security Agreement and/or the appointment of a Receiver hereunder;

(12)		settle, arrange, compromise and submit to arbitration any accounts, claims, questions or disputes whatsoever which may arise in connection with the business of any Chargor or the Security Assets or any part thereof or in any way relating to the security constituted by this Security Agreement, bring, take, defend, compromise, submit to and discontinue any actions, suits, arbitrations or proceedings whatsoever whether civil or criminal in relation to the matters aforesaid, enter into, complete, disclaim, abandon or disregard, determine or rectify all or any of the outstanding contracts or arrangements of any Chargor in any way relating to or affecting the Security Assets or any part thereof and allow time for payment of any debts either with or without security as he shall think expedient;

(13)		redeem any prior encumbrance and settle and agree the accounts of the encumbrancer; any accounts so settled and agreed shall (subject to any manifest error) be conclusive and binding on any Chargor and the money so paid shall be deemed an expense properly incurred by the Receiver;

(14)		generally, at the option of the Receiver, use the name of any Chargor in the exercise of all or any of the powers hereby conferred;

(15)		transfer all or any part of the Security Assets to any other company or body corporate, whether or not formed or acquired for the purpose;

(16)		sell any intellectual property hereby mortgaged or charged or assigned in consideration of a royalty or other periodical payment;

(17)		exercise, or permit any Chargor or any nominees of any Chargor to exercise, any powers or rights incidental to the ownership of the Security Assets or any part thereof in such manner as he may think fit;

(18)		sign any document, execute any deed and do all such other acts and things as may be considered by the Receiver to be incidental or conducive to any of the matters or powers conferred on him by Security Agreement or to the realisation of the Collateral Agent’s security and use the name of any Chargor for all the above purposes.

SIGNATORIES (to Security Agreement)


THE ORIGINAL CHARGOR
The Common Seal of			Director
Novelis Aluminium Holding Company
was hereunto affixed		)
in the presence of	)		Director/Secretary

THE COLLATERAL AGENT

Signed by:
for and on behalf of		/s/ Xxxx. X. Xxxxx	Associate Director
UBS AG, STAMFORD BRANCH

Signed by:
for and on behalf of		/s/ Xxxx X. Xxxx	Associate Director
UBS AG, STAMFORD BRANCH

EXHIBIT M-7

Form of
BRAZILIAN SECURITY AGREEMENT

[See Tab # I.2-3, 5-7.]

EXHIBIT M-7-1

EXECUTION COPY

RECEIVABLES PLEDGE AGREEMENT

This Receivables Pledge Agreement (the “Agreement”) is entered among:

(a) NOVELIS DO BRASIL LTDA., a Brazilian limited liability company, with its principal place of business in the City of São Paulo, State of São Paulo, at Avenida das Nacções Unidas, 12.551, 15^th floor, enrolled with the Taxpayers’ Registry of the Ministry of Finance (CNPJ/MF) under No. 60.561.800/0001-03, hereby represented In accordance with its articles of association, by its undersigned legal representatives (hereinafter referred to as the “Pledgor” or “Novelis do Brasil”); and

(b) UBS AG, STAMFORD BRANCH, a financial institution, having its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx, 00000, in its capacity as collateral agent on behalf of the Secured Parties under the Term Loan Credit Agreement (as defined below), hereby represented by its undersigned attorney-in-fact (hereinafter referred to as “UBS AG” or “Collateral Agent”).

The Pledgor, the Collateral Agent are hereinafter jointly referred to as the “Parties”.

WHEREAS, Novelis Inc., a corporation formed under the Canada Business Corporations Act (the “Canadian Borrower”), Novelis Corporation, a Texas corporation (the “US Borrower”, and with Canadian Borrower, the “Borrowers”), AV Aluminum Inc., a corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors, the Lenders, UBS AG Stamford Branch as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, UBS AG, Stamford Branch, as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties, the other agents party thereto, and ABN Amro Incorporated and UBS Securities LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”), have entered into a certain term loan credit agreement dated as of July 6, 2007 (as amended, restated, supplemented or otherwise modified, the “Term Loan Credit Agreement”);

WHEREAS, the Borrowers have requested the Lenders to extend credits in form of Term Loans on the Closing Date in an aggregate principal amount not in excess of the Dollar Equivalent of US$ 960,000,000.00 (Nine Hundred Sixty Million United States Dollars), consisting of (i) U.S. Term Loans in an aggregate principal amount not in excess of US$ 660,000,000.00 (Six Hundred Sixty Million United States Dollars) and (ii) Canadian Term Loans in an aggregate principal amount not in excess of the Dollar Equivalent of US$ 300,000,000.00 (Three Hundred Million United States Dollars) (“Term Loan Facilities”);

WHEREAS, it is a condition precedent to the obligation of the lenders and the issuers to make their respective extensions of credit to the Borrowers under the Term Loan Credit Agreement, that the Pledgor shall have executed and delivered this Agreement to the Collateral Agent;

NOW, THEREFORE, in consideration of the premises and to induce the lenders, the issuers and the Collateral Agent to enter into the Term Loan Credit Agreement, and to induce the lenders and the issuers to make their respective extensions of credit to the Borrowers thereunder, the Pledgor hereby agrees with the Collateral Agent as follows:

EXECUTION COPY

Section One - Defined Terms

1.1 Capitalized terms not defined in this Agreement shall have the same meaning given to such terms in the Term Loan Credit Agreement, unless a contrary indication appears.

1.2 Any references to the Collateral Agent in this Agreement shall be construed as references to the Collateral Agent acting on behalf of the Secured Parties.

1.3 Any references to a Person in this Agreement shall include its successors and assigns; and

1.4 Any references to a document is a reference to that document as amended, restated, novated and/or supplemented through the time such reference becomes effective.

1.5 All references to sections and exhibits in this Agreement are references to sections and exhibits of this Agreement, except if expressly stated otherwise.

Section Two - Purpose

2.1. In order to secure (a) the Obligations, (b) the due and punctual payment and performance of all obligations of Borrowers and the other Loan Parties under each Hedging Agreement entered into with any counterparty that is a Secured Party, and (c) all obligations of every nature now or hereafter existing under this Agreement (the “Secured Obligations”), Pledgor hereby pledges in favor of the Collateral Agent, on behalf of the Secured Parties, all of its rights and title over all of the credit instruments, invoices and receivables issued by Pledgor in the normal course of its business, which are duly Identified and described in Exhibit 1 hereto, less the amount of US$25,000,000 or the equivalent thereof in other currencies (the “Pledged Receivables”) which receivables are collected by Pledgor and deposited at the bank accounts held by Pledgor described in Exhibit 2 hereto (the “Bank Accounts”) with all they represent, as collateral security for the regular and full compliance by the Borrowers of its Secured Obligations, pursuant to the provisions of Articles 1,451 to 1,460 of the Brazilian Civil Code.

2.2. For the purposes of Article 1,424 of the Brazilian Civil Code, the basic terms of the Secured Obligations are those described in Schedule 2.2. hereof.

2.3. Under the terms of Article 1,452, sole paragraph, of the Brazilian Civil Code, the Pledgor is ensured the right to maintain possession of the documentation evidencing the title of the Pledged Receivables, being responsible, however, for its conservation and maintenance.

2.4. In order to comply with Article 1,453 of the Brazilian Civil Code, Pledgor hereby agrees and undertakes to notify each of the banks in which the Bank Accounts are held within 10 (ten) days as of the date of execution of this Agreement, in the form of the notice attached hereto as Schedule 2.4 (the “Notice”).

Section Three - Representations and Warranties

3.1. Pledgor hereby represents and warrants that, as of the date hereof:

(i)

Pledgor is the legal owner of the Pledged Receivables, which are free from any liens other than (i) those contemplated herein; and (ii) those created under the Receivables

EXECUTION COPY

		Pledge Agreement entered into by and between LASALLE Business Credit, LLC, as collateral agent and Novelis do Brasil Ltda. as of the same date hereof;

(ii)		Pledgor has full capacity to pledge the Pledged Receivables in favor of the Collateral Agent, and that the execution, delivery, performance and grant of the pledge created hereby have been duly authorized by all necessary corporate actions on the part of Pledgor, and do not and will not (i) violate any provision of the articles of association, charter or other organizational documents of Pledgor, or (ii) conflict with, result in a breach of, or constitute (or, with the giving of notice or lapse of time or both, would constitute) a default under, or, except for consents and approvals that have been obtained and are in full force and effect, require the approval or consent of any person pursuant to any material contractual obligation of Pledgor, or (iii) violate any applicable law binding on Pledgor;

(iii)		Upon completion of the registration and the delivery of the notice as required in Section 5 and Schedule 2.4. hereof, the pledge of the Pledged Receivables will constitute a legal, valid, and perfected security interest on the Pledged Receivables, enforceable in accordance with its terms against Pledgor and any third parties, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally;

(iv)		The disposal of the Pledged Receivables, judicially and/or out of court, under the terms of this Agreement, does not violate any law, rules, regulations, agreements, injunctions, decrees or court rulings binding upon Pledgor, There is no action, suit, proceeding, arbitration or governmental investigation pending or threatened in respect to the Pledged Receivables. There exists no impediment that would prevent the disposal of the Pledged Receivables, judicially and/or out of court, under the terms of this Agreement;

(v)		Pledgor has not sold or granted any rights of preemption over or agreed to sell or grant any right of preemption over or otherwise disposed of or agreed to dispose of the benefit of all or any of its rights, title and interest in and to all or any part of the Pledged Receivables;

(vi)		Pledgor has full knowledge of all terms and conditions of the Term Loan Credit Agreement, and of the Intercreditor Agreement including but not limited to the basic terms of the Secured Obligations as described in Schedule 2.2 hereto; and

(vii)		The undertaking by Pledgor of the obligations provided herein will not, in any event, cause any material adverse effect upon or any material change to the business, operations, properties, equipment, condition (financial or otherwise) or prospects of Pledgor, or the impairment of the ability of Pledgor to perform and conduct its business in its normal course (“Material Adverse Effects”).

3.2. Pledgor further undertakes to maintain valid the representations and warranties in this Section 3 during the term of this Agreement.

Section Four - Covenants

4.1. Pledgor covenants and agrees that until termination and discharge of this Agreement in accordance with Section 7:

(i) Pledgor will, at its sole cost and expense, make, execute, acknowledge and deliver all such further acts, deeds, conveyances, agreements, assignments, notices of assignment and

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additional transfers as the Collateral Agent shall from time to time reasonably request, which may be necessary in the reasonable judgment of the Collateral Agent to assure, perfect, assign or transfer to the Collateral Agent the security interest and the rights created, transferred or assigned hereunder. All reasonable costs and expenses in connection with the granting and maintenance of the security interests hereunder, including reasonable legal fees and other reasonable costs in connection with the grant, registration, perfection, maintenance or continuity of the security interests hereunder or the preparation, execution or registration of documents and any other acts which the Collateral Agent may reasonably incur in connection with the granting, registration, perfection, maintenance or continuity of such security interest, shall be paid by Pledgor promptly upon demand. Pledgor will not, and will not permit any of its subsidiaries to, without the prior approval of the Collateral Agent, enter into any agreement which may impair their ability to comply with, or which may prohibit them from complying with, the provisions hereof.

(ii) As a mean to comply with the obligations set forth herein, in accordance with Article 684 of the Brazilian Civil Code, it shall grant, execute and deliver to the Collateral Agent on the date hereof (and on any later date to each successor of the Collateral Agent, as necessary to ensure that such successor Secured Party has powers to carry out the acts and rights specified herein), and shall maintain in full force and effect until the full payment of the Secured Obligations, an irrevocable power of attorney in the form of Exhibit 3 hereto. The powers granted are irrevocable during the entire term of this Agreement;

(iii) It shall, upon the occurrence and continuation of an Event of Default, as may be evidenced by written notice from any of the Collateral Agent to Pledgor (Irrespective of any notice to the contrary by any other third party), comply with all written instructions received by it from any of the Collateral Agent in connection with the exercise by the Collateral Agent of the remedies set forth in Section 6 hereof;

(iv) It shall notify Collateral Agent, in reasonable details, within 5 (five) days of the occurrence of any event that causes a Material Adverse Effect, or the Impairment of the ability of Pledgor to perform, or Collateral Agent to enforce, any obligation under this Agreement or any event that might affect the integrity or value of the Pledged Receivables or the rights of the Collateral Agent under this Agreement; and

(v) It will comply in all respects with all applicable laws of any governmental authority having jurisdiction over its business.

Section Five - Registration of the Pledge

5.1. Pledgor shall, within 20 (twenty) days, counting from the date hereof, file this Agreement for registration in the competent Registry of Deeds and Documents to perfect the pledge of the Pledged Receivables and deliver to Collateral Agent evidence of such filing. As soon as possible, but in no event later than 20 (twenty) days from the date such registration is completed, Pledgor shall deliver to the Collateral Agent evidence that this Agreement was duly registered and recorded in the competent Registry of Deeds and Documents.

Section Six - Rights and Powers of the Collateral Aaent upon an Event of Default; Remedies.

6.1. Without prejudice to any of the foregoing provisions and the possibility of judicial enforcement of this Agreement, upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall be entitled to instruct Pledgor in writing to

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deliver the Pledged Receivables or any part thereof to the Secured Parties (directly or through the Collateral Agent) at any place or places designated by the Collateral Agent and is hereby and by means of the power of attorney referred to in Section 4.1 (iv) hereof, irrevocably and irreversibly entitled to dispose of, collect, receive and/or realize upon the Pledged Receivables (or any part thereof), and forthwith sell or assign, give option or options to purchase or otherwise dispose of the Pledged Receivables or any part thereof, at such price and upon such terms and conditions as it may deem appropriate, which shall be compatible with the conditions for the negotiation in equivalent conditions in an extra-judicial sale to be executed by the Collateral Agent, which conditions are hereby accepted, as of the date hereof, by the Parties as sufficient for the validity and effectiveness of such extra-judicial sale, in accordance with the provisions set forth in Article 1,433, Item IV and Article 1,435, Item V of the Brazilian Civil Code, and apply the proceeds thus received for payment of the Secured Obligations. Any notice given by the Collateral Agent that an Event of Default has occurred and is continuing or has ceased shall be conclusive as against Pledgor and all other third Parties, absent manifest error. Without limitation of other rights, upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall be entitled to instruct any third Parties to make payments required by such Pledged Receivables directly to the Secured Parties or the Collateral Agent, as instructed by the Collateral Agent, to be applied for the payment of the Secured Obligations as provided in the Term Loan Credit Agreement, undertaking to return to Pledgor any amounts in excess of the Secured Obligations.

Section Seven - Term

7.1. This Agreement shall remain in effect as of the date hereof and until the actual, irrevocable and full compliance of all Secured Obligations, existing under the terms of the Term Loan Credit Agreement.

Section Eight - Application of Proceeds of the Sale of the Pledged Receivables

8.1. Any moneys received by the Collateral Agent pursuant to this Agreement shall after foreclosure of the pledge of the Pledged Receivables be applied, totally and as soon as practicable, by the Collateral Agent, in or towards payment of the Secured Obligations in accordance with the terms of the Term Loan Credit Agreement and the Intercreditor Agreement (as defined below), but without prejudice to the right of the Collateral Agent to recover any shortfall on the payments of the Secured Obligations from Pledgor. Once the Secured Obligations are paid in full, the Collateral Agent hereby undertake to return all and any excess of the moneys obtained by the foreclosure of the pledge of the Pledged Receivables to Pledgor.

Section Nine - Further Assurances

9.1. Pledgor will, from time to time, at its sole cost and expense, do, execute, acknowledge and deliver all such further acts, deeds, assignments, notices of assignment and transfers (Including as the Collateral Agent shall from time to time request), which may be necessary in the reasonable judgment of the Collateral Agent from time to time to assure, perfect, convey, assign and transfer to the Collateral Agent the rights conveyed or assigned hereunder. All costs and expenses in connection with the grant or continuation of any security interests hereunder, including legal fees and other costs and expenses in connection with the grant, registration, perfection, maintenance or continuation of any security interests hereunder or the preparation, execution, delivery, recordation or filing of documents and any other acts (including as Security Parties may reasonably request) which may be necessary in connection with the grant, registration, perfection, maintenance or

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continuation of such security interests, shall be paid by Pledgor promptly upon demand. Pledgor will not enter into or become subject to any agreement which would impair its ability to comply, or which would purport to prohibit it from complying, with the provisions hereof, such agreement being considered ineffective to the Collateral Agent.

Section Ten - Collateral Agent Consent

10.1. It is understood that, as long as the amounts due under the Term Loan Credit Agreement are not fully repaid, Pledgor shall not, directly or indirectly, issue, sell, transfer, assign, pledge or otherwise encumber any of the Pledged Receivables, or grant any options or rights with respect to the Pledged Receivables, except for (i) liens on such Pledged Receivables; (ii) other ownership interests created pursuant to the terms of the Loan Documents and for transfers and assignments permitted thereunder; and (iii) those created under the Receivables Pledge Agreement entered into by and between LASALLE Business Credit, LLC, as collateral agent, and Novelis do Brasil Ltda., as of the same date hereof.

Section Eleven - Amendments, etc. with Respect to the Secured Obligations

11.1. Pledgor shall remain obligated hereunder, and the Pledged Receivables shall remain subject to the security interests granted hereby, at all times until termination of this Agreement pursuant to Section 7 hereof, notwithstanding that, and without limitation and without any reservation of rights against Pledgor, and without notice to Pledgor;

(a) the liability of Pledgor and/or any other third party upon or for any part of the Secured Obligations, or any security or guarantee therefor or right of setoff with respect thereto, is, from time to time, in whole or in part, renewed, extended, increased, amended, modified, accelerated, compromised, waived, surrendered, or released by the Collateral Agent;

(b) the Term Loan Credit Agreement is modified, assigned or supplemented, in whole or in part, in accordance with the terms of such agreement; and

(c) any guaranty, right to setoff or other security at any time held by the Collateral Agent for the payment of the Secured Obligations is sold, exchanged, waived, surrendered or released.

11.2. For the purposes of Articles 360, 361 and 364 of the Brazilian Civil Code, any assignment under the Term Loan Credit Agreement (provided such assignment is in accordance with the Term Loan Credit Agreement) does not constitute a new obligation of Pledgor, and any assignee will become a Secured Party hereunder and shall be entitled to and have the same rights as the initial Secured Parties, hereby represented by Collateral Agent, to any and all Pledged Receivables.

Section Twelve - Waiver and Amendments

12.1. No course of dealing between Pledgor and the Collateral Agent, nor any failure to exercise, nor any delay in exercising, on the part of any Secured Party any right, power or privilege hereunder or under the Term Loan Credit Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

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12.2. Notwithstanding any provisions of this Agreement, no amendment of any provision of this Agreement (including any waiver or consent relating thereto) shall be effective unless the same shall have been consented to and signed by all parties hereto.

Section Thirteen - Rights and Remedies of the Collateral Agent

13.1. The rights and remedies provided herein, in the Term Loan Credit Agreement, and in the Loan Documents are cumulative and are in addition to, and not exclusive of, any rights or remedies provided by law including, without limitation, the rights and remedies of the Collateral Agent under Brazilian Law.

13.2. The pledge hereunder constitutes a non-exclusive collateral security for the compliance by the Borrowers with its payment obligations under the Term Loan Credit Agreement, the institution of this pledge does not preclude the institution of any other collateral securities in the benefit of the Collateral Agent pursuant to the Term Loan Credit Agreement.

Section Fourteen - Severability

14.1 The provisions of this Agreement are several, and if any Section or provision shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such Section or provision or part thereof in such jurisdiction and shall not in any manner affect such Section or provision in any other jurisdiction, or any other Section or provision in this Agreement in any jurisdiction.

Section Fifteen - Complete Agreement: Successors and Assignees

15.1. This Agreement is intended by the Parties as the final expression of their agreement regarding the subject matter hereof and as a complete and exclusive statement of the terms and conditions of such agreement. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assignees.

15.2. Pledgor may not assign nor transfer all or part of its rights or obligations hereunder, except with the prior written consent of Collateral Agent.

Section Sixteen - Effectiveness

16.1. To the extent permitted by applicable law, this Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Collateral Agent upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Pledgor, or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for Pledgor or any substantial part of its property, or otherwise, all as though such payments had not been made.

Section Seventeen - Pursuit of Rights and Remedies against Pledgor and Further Action

17.1. The Institution by Collateral Agent of any action or proceeding to enforce the pledge hereunder shall not affect or diminish the rights of the Collateral Agent to institute any

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action or proceeding against Pledgor, including an action for specific performance in the event of non-compliance on the part of Pledgor of any of its obligations under this Agreement.

Section Eighteen - Notices

18.1. Any and all notices or any other communications required or allowed under this Agreement shall be in writing, by means of hand delivery, facsimile, courier, or registered letter, with return receipt requested, pre-paid postage, addressed to the relevant Party who receives them at his/her respective addresses as provided below, or to any other address as such Party may provide to the others by means of a notice. Notices to Collateral Agent shall be in English.

(a) to Pledgor:

NOVELIS DO BRASIL LTDA.
Avenida das Nações Unidas, 12.551 – 15^th floor
Torre Empresarial World Trade Center
Xxx Xxxxx X.X. Xxxxxx
00000-000
Telefax: 00 00 0000-0000
Attention: Xxxxxxxxx Xxxxxxx Xxxxxxx xx Xxxxxxx

(b) to the Collateral Agent:

UBS AG, STAMFORD BRANCH
000 Xxxxxxxxxx Xxxx.
Xxxxxxxx, XX 000000
Tel: 000-000-0000
Fax: 000-000-0000
Xxxxx.Xxxxxx@xxx.xxx

Registration Number: CH-270.3.004.646-4 (Commercial Registers of Canton Zurich and Canton Basle-City)

Each Party undertakes to notify the other Parties of any change of address.

18.2. Any and all notices, directions and communications under this Agreement shall be deemed to have been given upon when delivered in person or otherwise upon receipt thereof (as evidenced by a receipt signed by the addressee or, in case of facsimile or mail delivery, by the transmission report or return receipt).

Section Nineteen - Indemnity and Expenses

19.1. Pledgor agrees to indemnify the Collateral Agent and its officers, directors, employees, advisors and affiliates (the “Indemnified Parties”) on demand from and against any and all claims, losses, liabilities, costs, and expenses (including without limitation, registration and legal fees and expenses) in any way relating to, growing out of or resulting from a breach of this Agreement and the transactions contemplated hereby (including, without limitation, from enforcement of this Agreement), except to the extent such claims, losses, liabilities, costs or expenses result solely from such Indemnified Party’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.

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19.2. Pledgor shall pay to Collateral Agent upon demand the amount of any and all costs and expenses, including the fees and reasonable expenses of its counsel and of any experts and agents, that Collateral Agent may incur in connection with (i) the collection from the Pledged Receivables, or (ii) the exercise or enforcement of any of its rights hereunder.

19.3. Taxes and Other Taxes (as these terms are defined in the Term Loan Credit Agreement), charges, costs, and expenses (including legal fees and notarial fees), including withholding taxes, relating to, resulting from, or otherwise connected with, the Pledge, this Agreement, the execution, amendment and/or the enforcement of this Agreement, on whomsoever imposed, shall be borne and paid exclusively by the Pledgor. If this Agreement is enforced, the Pledgor shall make such additional payments to the Collateral Agent so that the Collateral Agent is put in the same net-after tax position that the Collateral Agent would have obtained absent the enforcement of this Agreement.

19.4. If the Pledgor makes a payment hereunder that is subject to withholding tax, the Pledgor shall increase the amount of such payment such that, after deduction and payment of all such withholding taxes, the payee receives an amount equal to the amount it would have received if no such withholding had been imposed; provided, that the relevant persons provide such forms, certificates and documentation that the Collateral Agent is legally entitled to furnish and would be required to reduce or eliminate withholding and, with respect to non-U.S. withholding taxes, would not, in the Collateral Agent’s judgment, subject it to any material unreimbursed costs or otherwise be disadvantageous to it in any material respect.

19.5. The obligations of Pledgor in this Section 19 shall survive the termination of this Agreement and the discharge of Pledgor’s obligations under this Agreement.

Section Twenty - No Duty on Collateral Agent’s Part

20.1. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s interests in the Pledged Receivables and shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible to Pledgor for any act or failure to act hereunder except to the extent otherwise provided in the Loan Documents or under Brazilian Law.

Section Twenty One - Intercreditor Agreement

21.1. Notwithstanding anything herein to the contrary, the lien and security interest 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 hereunder are subject to the provisions of the intercreditor agreement, dated as of July 6, 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among NOVELIS INC., a corporation formed under the Canada Business Corporations Act, NOVELIS CORPORATION, a Texas corporation NOVELIS PAE CORPORATION, a Delaware corporation, NOVELIS FINANCES USA LLC, a Delaware limited liability company, NOVELIS SOUTH AMERICA HOLDINGS LLC, A Delaware limited liability company, ALUMINUM UPSTREAM HOLDINGS LLC, a Delaware limited liability company, NOVELIS UK LIMITED, a limited liability company incorporated under the laws of England and Wales with registered number 00279596, and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland, AV ALUMINUM INC., a

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corporation formed under the Canada Business Corporations Act (“Holdings”), the subsidiaries of Holdings from time to time party thereto, ABN AMRO BANK N.V., as administrative agent for the Revolving Credit Lenders (as defined in the Intercreditor Agreement), LASALLE BUSINESS CREDIT, LLC, as collateral agent for the Revolving Credit Claimholders (as defined in the Intercreditor Agreement) and as funding agent, ABM AMRO BANK N.V., acting through its Canadian Branch, as Canadian administrative agent for the Revolving Credit Lenders and as Canadian funding agent, UBS AG, STAMFORD BRANCH, as administrative agent for the Term Loan Lenders (as defined in the Intercreditor Agreement), and as collateral agent for the Term Loan Claimholders (as 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.

Section Twenty Two - Language

21.1. This Agreement is being executed solely in the English language. Pledgor shall, at its own expense, arrange for this Agreement to be sworn public translated into Portuguese by a sworn public translator.

Section Twenty Three - Specific Performance

22.1. The Parties agree and acknowledge that this Agreement constitutes a “título executive extrajudicial” pursuant to Article 585, item III of the Brazilian Code of Civil Procedure and grants to each Party the right to seek specific performance in accordance with the applicable provisions of the Brazilian Code of Civil Procedure, including, without limitation, Articles 461, 632 and 466-B without prejudice to any other rights or remedies available to the Collateral Agent under applicable law

Section Twenty Three - Governing Law and Jurisdiction

23.1. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the Federative Republic of Brazil. The Parties elect the courts of the City of São Paulo, State of São Paulo, Brazil as the competent courts to settle any issues arising out of this Agreement.

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EXHIBIT 1

LIST OF RECEIVABLES

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EXHIBIT 2

LIST OF BANK ACCOUNTS


	TYPE OF	BANK OR
OWNER	ACCOUNT	INTERMEDIARY	ACCOUNT NUMBERS
Novelis do Brasil Ltda.	Deposit Account	Banco Brasil	1011-1
Novelis do Brasil Ltda.	Deposit Account	Bradesco	60032-.6
Novelis do Brasil Ltda.	Deposit Account	Bradesco	175512-9
Novelis do Brasil Ltda.	Deposit Account	Itau S/A	12-2
Novelis do Brasil Ltda.	Deposit Account	Safra	1751-9
Novelis do Brasil Ltda.	Deposit Account	Calxa	230-0
Novelis do Brasil Ltda.	Deposit Account	Citibank	396
Novelis do Brasil Ltda.	Deposit Account	Citibank	00000000
Novelis do Brasil Ltda.	Deposit Account	ABN Amro	0000000
Novelis do Brasil Ltda.	Deposit Account	Unlbanco AIG	55 19 60200 501/502/510
Novelis do Brasil Ltda.	Deposit Account	Banco Brasil	15999-9
Novelis do Brasil Ltda.	Deposit Account	Banco Real	0000000-5
Novelis do Brasil Ltda.	Deposit Account	Bradesco	73076-9
Novelis do Brasil Ltda.	Deposit Account	Bradesco	3863-6

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EXHIBIT 3

FORM OF POWER OF ATTORNEY

NOVELIS DO BRASIL LTDA., a Brazilian limited liability company, with its principal place of business in the City of São Paulo, State of São Paulo, at Avenida das Nações Unidas, 12.551, 15^th floor, enrolled with the Taxpayers’ Registry of the Ministry of Finance (CNPJ/MF) under No. 60.561.800/0001-03, herein duly represented by its undersigned legal representatives (“Grantor”), hereby irrevocably constitutes and appoints UBS AG, STAMFORD BRANCH, a financial institution, having its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx, 00000, in its capacity as collateral agent on behalf of the Secured Parties under the Term Loan Credit Agreement (as defined below), hereby represented by its undersigned attorney-in-fact (hereinafter referred to “Collateral Agent”) as its Attorney-in-fact, to act in its name and place, to the fullest extent permitted by law, to do and perform all and every act whatsoever necessary, in connection with the Receivables Pledge Agreement, dated as of July 6, 2007 (as amended from time to time the “Receivables Pledge Agreement”), and pursuant to the terms of such Receivables Pledge Agreement, including without limitation:

(a) to execute, deliver and perfect all documents and do all things which the Attorney-in Fact may consider to be required or desirable for (a) carrying out any obligations imposed on Pledgor by the Receivables Pledge Agreement (including the execution and delivery of any notices, deeds, charges, arrangements or other security and any transfers of the Pledged Receivables), and (b) enabling the Attorney-in-Fact to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to the Receivables Pledge Agreement or by law (including, after the occurrence of an Event of Default, the exercise of any right of a legal or beneficial owner of the Pledged Receivables);

(b) upon the occurrence of an Event of Default, to dispose of, collect, receive, appropriate, withdraw, transfer and/or realise upon the Pledged Receivables (or any part thereof) and forthwith apply the enforcement proceeds for the payment of the Secured Obligations in accordance with Article 1459 of the Brazilian Civil Code, being vested with all necessary powers incidental thereto, including, without limitation, to purchase foreign currency and make all remittances abroad, to sign any necessary foreign exchange contract with financial institutions in Brazil that may be required to make such remittances and to represent Pledgor before the Central Bank of Brazil and any other Brazilian governmental authority when necessary to accomplish the purposes of the Receivables Pledge Agreement;

(c) upon the occurrence of an Event of Default, to take all necessary actions and to execute any instrument before any governmental authority in the case of a public sale of the Pledged Receivables in accordance with the terms and conditions set out therein; and

(d) upon the occurrence of an Event of Default, to take any action and to execute any instrument consistent with the terms of the Receivables Pledge Agreement as it may deem necessary or advisable to accomplish the purposes of the Receivables Pledge Agreement.

This power of attorney is effective as of the date hereof, provided that the powers to use all or part of the Pledged Receivables shall only become effective upon the occurrence and the continuation of an Event of Default.

Capitalized terms used, but not defined herein, shall have the meaning attributed to them in the Receivables Pledge Agreement.

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The powers granted herein are in addition to the powers granted by Pledgor to Attorney-in-Fact in the Receivables Pledge Agreement and do not cancel or revoke any of such powers.

This power of attorney is granted as a condition to the Receivables Pledge Agreement and as a means to comply with the obligations set forth therein, in accordance with Article 684 of the Brazilian Civil Code.

This power of attorney shall remain valid until the Receivables Pledge Agreement is terminated in accordance with its terms.

São Paulo, July 6, 2007


	NOVELIS DO BRASIL LTDA.

	Name: NOVELIS DO BRASIL
	Title:	Antonio Xxxxx Xxxxxx Nardocci Presidente



	Name:	Xxxxxxxxx X. Xxxxxxx
	Title: Diretor Financelro e de Serviços Corporativos

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SCHEDULE 2.2

BASIC TERMS OF SECURED OBLIGATIONS

For the purposes of Article 1,424 of the Brazilian Civil Code, the Secured Obligations are:

1. Term Loan Facilities

a) Principal Amount

Up to US$ 1,360,000,000.00 (one billion and three hundred and sixty million United States Dollars).

b) Termination

Seven years from the date hereof.

c) Interest

At the Borrowers’ option, loans will bear interest based on the Alternate Base Rate or Adjusted LIBOR Rate, each plus the Applicable Margin, as described below (except that all swingline borrowings will accrue interest based on the Base Rate):

A. Alternate Base Rate Option

Interest will be at the Alternate Base Rate plus the applicable Interest Margin, calculated on the basis of the actual number of days elapsed in a year of 365 days and payable quarterly in arrears. The Alternate Base Rate is defined as the higher of the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 1/2 of 1% and the Base Rate of UBS AG, as established from time to time at its Stamford Branch.

Alternate Base Rate borrowings will be in minimum amounts to be agreed upon and (other than swingline borrowings) will require same day notice by 9:00 am CST.

B. Adjusted LIBOR Option

Interest will be determined for periods to be selected by the Borrowers (“Interest Periods’”) of one, two, three or six months and will be at an annual rate equal to the London Interbank Offered Rate (“ LIBOR”) for the corresponding deposits of Dollars, plus the Applicable Margin (provided that Interest Periods shall be no more than one month until the earlier of (x) the successful syndication of the Term Loan Facilities (as determined by the Arrangers) and (y) the date that is three months following the Financing Closing Date). LIBOR will be determined by the Term Loan Administrative Agent at the start of each Interest Period and will be fixed through such period. Interest will be paid at the end of each Interest Period or, in the case of Interest Periods longer than three months, quarterly, and will be calculated on the basis of the actual number of days elapsed in a year of 360 days. LIBOR will be adjusted for maximum statutory reserve requirements (if any).

LIBOR borrowings will require three business days’ prior notice and will be in minimum amounts to be agreed upon.

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SCHEDULE 2.4

FORM OF NOTICE

[Pledgor’s letterhead]

[***DATE***]

[Name of Bank]

Ref.: Receivables Pledge Agreement (the “Receivables Pledge Agreement”), dated July 6, 2007, entered into by and among Novelis do Brasil, a Brazilian limited liability company with its principal place of business in the City of São Paulo, State of São Paulo, at Avenida das Nações Unidas, 12.551, 15^th floor, enrolled with the Taxpayers’ Registry of the Ministry of Finance (CNPJ/MF) under No. 60.561.800/0001-03 (“Novelis do Brasil”), and UBS AG, STAMFORD BRANCH, a financial institution, having its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx, 00000, (hereInafter referred to as “UBS AG” or “Collateral Agent”).

Dear Sirs:

Please be advised that, pursuant to the Receivables Pledge Agreement referenced above, all of our receivables, due and payable, and all credit rights derived from the credit instruments (Duplicatas) issued by us in the normal course of our business, which receivables and credit rights are collected at out bank account No. [.], have been pledged, as set forth in the Receivables Pledge Agreement, in favor of the Collateral Agent.

Novelis do Brasil hereby irrevocably instructs you as follows: following the occurrence of an Event of Default, which is continuing, unremedied and unwalved under the Term Loan Credit Agreement, as shall be informed to you by a conclusive and written notice of the Collateral Agent (Irrespective of any notice to the contrary from Novelis do Brasil), you shall immediately act in accordance with instructions received from the Collateral Agent with respect to the amounts due by you to Novelis do Brasil (irrespective of any notice to the contrary from Novelis do Brasil).

The instructions contained herein may not be revoked, amended or modified without the prior written consent of the Collateral Agent.

Capitalized terms used, but not defined herein, shall have the meaning attributed to them in the Receivables Pledge Agreement.

Very truly yours,


	Novelis do Brasil Ltda.

	Name: NOVELIS DO BRASIL
	Title:	Antonio Xxxxx Xxxxxx Nardocci Presidente



	Name:	Xxxxxxxxx X. Xxxxxxx
	Title: Diretor Financelro e de Serviços Corporativos

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EQUIPMENT AND INVENTORY PLEDGE AGREEMENT

This Equipment and Inventory Pledge Agreement (the “Agreement”) is made by and among:

(a) NOVELIS DO BRASIL LTDA., a Brazilian limited liability company, with its principal place of business in the City of São Paulo, State of São Paulo, at Avenida das Nações Unidas, 12.551, 15^th floor, enrolled with the Taxpayers’ Registry of the Ministry of Finance (CNPJ/MF) under No. 60.561.800/0001-03, hereby represented in accordance with its articles of association, by its undersigned legal representatives (hereinafter referred to as the “Pledgor” or “Novelis do Brasil”); and

(b) UBS AG, STAMFORD BRANCH, a financial institution, having its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx, 00000, in its capacity as collateral agent on behalf of the Secured Parties under the Term Loan Credit Agreement (as defined below), hereby represented by Its undersigned attorney-in-fact (hereinafter referred to as “UBS AG” or “Collateral Agent”).

The Pledgor and the Collateral Agent are hereinafter jointly referred to as the “Parties”.

WHEREAS, Novelis Inc., a corporation formed under the Canada Business Corporations Act (the “Canadian Borrower”), Noveli’s Corporation, a Texas corporation (the “US Borrower”, and with Canadian Borrower, the “Borrowers”), AV Aluminum Inc., a corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors, the Lenders, UBS AG Stamford Branch as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, UBS AG, Stamford Branch, as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties, the other agents party thereto, and ABN Amro Incorporated and UBS Securities LLC, as joint lead arrangers and joint bookmanagers (In such capacities, “Arrangers”), have entered into a certain term loan credit agreement dated as of July 6, 2007 (as amended, restated, supplemented or otherwise modified, the “Term Loan Credit Agreement”);

WHEREAS, it is a condition precedent to the obligation of the Lenders and the issuers to make their respective extensions of credit to the Borrowers under the Term Loan Credit Agreement, that the Pledgor shall have executed and delivered this Agreement to the Collateral Agent;

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NOW, THEREFORE, in consideration of the premises and to induce the Lenders, the issuers and the Collateral Agent to enter into the Term Loan Credit Agreement, and to induce the lenders and the issuers to make their respective extensions of credit to the Borrowers thereunder, the Pledgor hereby agrees with the Collateral Agent as follows:

1. Definitions.

(a) Capitalized terms not defined in this Agreement shall have the same meaning given to such terms in the Term Loan Credit Agreement, unless a contrary indication appears.

(b) Any references to the Collateral Agent in this Agreement shall be construed as references to the Collateral Agent acting on behalf of the Secured Parties.

(d) Any references to a document is a reference to that document as amended, restated, novated and/or supplemented through the time such reference becomes effective.

(e) All references to sections and exhibits in this Agreement are references to sections and exhibits of this Agreement, except if expressly stated otherwise.

2. Grant of Security Interest. In order to secure (a) the Obligations, (b) the due and punctual payment and performance of all obligations of Borrowers and the other Loan Parties under each Hedging Agreement entered into with any counterparty that is a Secured Party, and (c) all obligations of every nature now or hereafter existing under this Agreement (the “Secured Obligations”), Pledgor hereby pledges to the Collateral Agent on behalf of the Secured Parties all its fixed assets and all Inventory located in all locations set forth in Exhibit 1 hereto (“Places of Business”). The fixed assets and Inventory are duly described and identified in Exhibit 2 hereto (collectively the “Pledged Assets”). For the purposes of Article 1,424 of the Brazilian Civil Code, the basic terms of Secured Obligations are duly described in Exhibit 3 hereto.

3. Restriction on Transfers and Encumbrances. Except in accordance with the terms and conditions of the Term Loan Credit Agreement, the Pledged Assets may not be assigned, sold or in any other way transferred by Pledgor or by any other means whatsoever become subject to any liens or encumbrances, until complete performance of the Secured Obligations, pursuant to Section 13 below. Notwithstanding, the Collateral Agent on behalf of the Secured Parties may release any Pledged Assets if so requested by Pledgor, for purposes of allowing the latter to effect an asset sale permitted under the Term Loan Credit Agreement, with due observance of the provisions contained therein. All expenses related to such release shall be borne by Pledgor.

4. Registration of the Pledge of the Pledged Assets. Pledgor shall, within 20 (twenty) days after the execution of this Agreement or any amendment hereto (as defined below) entered into as provided for under Section 14, register this Agreement

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and any amendments hereto with the competent Registries of Real Estate of the Cities where the Pledged Assets are located (Cartórios de Registro de Imóveis) and deliver to the Collateral Agent evidence of such registrations. Pledgor shall pay all expenses incurred in connection with such registrations.

5. Representations and Warranties. Pledgor hereby represents and warrants to the Collateral Agent on behalf of the Secured Parties, as representative of the Secured Parties, that on the date hereof:

(a) the security Interest created hereby will, upon completion of the registrations required by Section 4 hereof, constitute, subject to the Intercreditor Agreement, a first priority, legal, valid and effective security interest against any third parties on the Pledged Assets, enforceable in accordance with its terms and conditions, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally; provided, however, that any security interest to be created hereby on any Pledged Asset which has not been acquired or received by Pledgor until the date hereof, shall be deemed to have been created, perfected and to be in full force only (x) after such Pledged Asset is acquired or received by Pledgor, and (y) on the date when the lien therein has been registered as provided in Section 4 hereof;

(b) the execution, performance and granting of the security interest created hereby have been duly authorized by all necessary corporate actions on the part of Pledgor and do not (i) violate any provision of any charter or other organizational documents of Pledgor, (ii) conflict with, result in a breach of, or constitute (or, with the giving of notice or lapse of time or both, would constitute) a default under, or, except for consents and approvals that have been obtained and are in full force and effect, require the approval or consent of any person pursuant to, any material contractual obligation of Pledgor, or violate any applicable law binding on Piedgor, or (iii) result in the creation or imposition of any lien upon any asset of Pledgor or any income or profits thereof, except for the lien created hereby in favour of the Collateral Agent, as representative of the Secured Parties and the lien to secure the Revolving Credit Obligations;

(c) Pledgor is the legal owner of the Pledged Assets, which are free from any liens other than (i) those contemplated herein; (ii) those created under the Equipment and Inventory Pledge Agreement entered into by and between LASALLE Business Credit, LLC, as collateral agent, and Novelis do Brasil Ltda., as of the same date hereof; (iii) liens eventually created by operation of law or judicial proceedings in the future; and (iv) those created by judicial proceedings as listed In Exhibit 6 hereto;

(d) the Pledged Assets are within full disposition and control of Pledgor; and

(e) except as contemplated herein or in the Term Loan Credit Agreement, Pledgor has not sold or granted any preemptive rights or agreed to sell or grant any preemptive right or otherwise disposed of or agreed to dispose of the benefit of all or any of its rights, title and interest in and to all or any part of the Pledged Assets.

6. Covenants. Pledgor covenants with Collateral Agent, as representative of the on behalf of the Secured Parties, that until termination of this Agreement in accordance with Section 13:

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(a) it shall, each and every six (6) month period, until termination of this Agreement, (the first six month period counting from the date hereof), enter into an amendment to this Agreement in order to extend the pledge created hereunder to any equipment, inventory, spare parts, supplies or other tangible personal property (the “Additional Assets”), acquired by the Pledgor during such six (6) months period, such amendment to this Agreement substantially in the form of Exhibit 5 hereto (“Amendment”) (which shall then be subject to all terms and conditions provided herein), provided, however, that such pledge over the inventory and supplies do not impair the regular operations of Pledgor. Pledgor shall provide the Collateral Agent with evidence of the registration of each such Amendment with the appropriate Registries of Real Estate in Brazil (Cartórios de Registro de Imóveis) within 10 (ten) business days after the effective registration of such Amendment. Pledgor shall pay all expenses incurred in connection with such registrations;

(b) Pledgor will, at its sole cost and expense, make, execute, acknowledge and deliver all such further acts, deeds, conveyances, agreements, assignments, notices of assignment and additional transfers as the Collateral Agent on behalf of the Secured Parties shall from time to time reasonably request, which may be necessary in the reasonable judgment of the Collateral Agent on behalf of the Secured Parties to assure, perfect, assign or transfer to the Collateral Agent on behalf of the Secured Parties the security interest and the rights created, transferred or assigned hereunder. All reasonable costs and expenses in connection with the granting and maintenance of the security interests hereunder, including reasonable legal fees and other reasonable costs in connection with the grant, registration, perfection, maintenance or continuity of the security interests hereunder or the preparation, execution or registration of documents and any other acts which the Collateral Agent on behalf of the Secured Parties may reasonably incur in connection with the granting, registration, perfection, maintenance or continuity of such security interest, shall be paid by Pledgor promptly upon demand. Pledgor will not, and will not permit any of its Subsidiaries to, without the prior approval of the Collateral Agent on behalf of the Secured Parties, enter into any agreement which may impair their ability to comply with, or which may prohibit them from complying with, the provisions hereof;

(c) as a means of complying with the obligations set forth herein, it shall, on the date hereof, execute and deliver irrevocably and irreversibly, as a condition precedent to this Agreement, in accordance with Article 684 of the Brazilian Civil Code, to the Collateral Agent (as representative of the Secured Parties), and to each successor as necessary, a power of attorney, substantially in the form of Exhibit 4 hereto, to ensure that the Collateral Agent or such successor has all powers to carry out the acts and rights specified herein, and shall maintain such power of attorney in full force and effect until the full payment of the Secured Obligations; and

(d) it shall, upon the occurrence and continuation of an Event of Default, as may be evidenced by written notice from the Collateral Agent to Pledgor (irrespective of any notice to the contrary by any other third party), comply with all written instructions received by it from the Collateral Agent in connection with the exercise by the Collateral Agent of the remedies set forth in Section 8 hereof.

7. Records and Inspection. Pledgor shall cause to be kept accurate and complete records of the Pledged Assets at its headquarters. Pursuant to the provision of Article 1,450 of the Brazilian Civil Code, the Collateral Agent and its employees and agents shall have the right, at all times during Pledgor’s normal business hours and

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after delivery of a 5-day prior written notification to Pledgor, to (a) inspect and verify the quality, quantity, value and condition of, or any other matter relating to the Pledged Assets, (b) inspect all records relating thereto and to make (or require Pledgor to provide) copies of such records, and (c) enter all premises in which any of the Pledged Assets are located. In the case of Pledged Assets which are in the possession of a third party, the Collateral Agent may, after delivery of a 5-day prior written notification, during the existence of an Event of Default, contact such third party for the purpose of making any such inspection and verification.

8. Rights and Powers of the Collateral Agent Upon an Event of Default: Remedies. Without prejudice to any of the foregoing provisions and the possibility of judicial enforcement of this Agreement, upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall be entitled to Instruct Pledgor in writing to deliver the Pledged Assets or any part thereof to the Secured Parties (directly or through the Collateral Agent) at any place or places designated by the Collateral Agent and is hereby and by means of the power of attorney referred to in Section 6(c) hereof, irrevocably and irreversibly entitled to dispose of, collect, receive and/or realize upon the Pledged Assets (or any part thereof), and forthwith sell or assign, give option or options to purchase or otherwise dispose of the Pledged Assets or any part thereof, at such price and upon such terms and conditions as it may deem appropriate, which shall be compatible with the conditions for the negotiation in equivalent conditions in an extra-judicial sale to be executed by the Collateral Agent, which conditions are hereby accepted, as of the date hereof, by the Parties as sufficient for the validity and effectiveness of such extra-judicial sale, in accordance with the provisions set forth in Article 1,433, Item IV and Article 1,435, Item V of the Brazilian Civil Code, and apply the proceeds thus received for payment of the Secured Obligations. Any notice given by the Collateral Agent that an Event of Default has occurred and is continuing or has ceased shall be conclusive as against Pledgor and all other third Parties, absent manifest error. Without limitation of other rights, upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall be entitled to instruct any third Parties to make payments required by such Pledged Assets directly to the Secured Parties or the Collateral Agent, as instructed by the Collateral Agent, to be applied for the payment of the Secured Obligations as provided in the Term Loan Credit Agreement, undertaking to return to Pledgor any amounts in excess of the Secured Obligations.

9. Use of Proceeds. Any amounts received by the Secured Parties (directly or through the Collateral Agent) pursuant to this Agreement and/or under the powers hereby conferred shall, after an Event of Default, be applied by the Collateral Agent as representative of the Secured Parties for payment of the Secured Obligations in accordance with the terms of the Term Loan Credit Agreement and the Intercreditor Agreement (as defined below), but without prejudice to the right of any secured party to recover any shortfall from Collateral Agent, and in any case, any amounts in excess of the Secured Obligations shall return to Pledgor.

10. Amendments with Respect to the Secured Obligations. Pledgor shall remain obligated hereunder, and the Pledged Assets shall remain subject to the pledge granted hereby, at all times until termination of this Agreement pursuant to Section 13 hereof, irrespective of whether, and without limitation and without any reservation of rights against Pledgor, and whether notice is given to Pledgor or not:

(a) the liability of Pledgor or any other third party upon or for any part of the Secured Obligations, or any security or guarantee or right of set-off with

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respect thereto is, from time to time, in whole or in part, renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Secured Parties;

(b) the Term Loan Credit Agreement is amended, modified or supplemented, in whole or in part, in accordance with the terms of such agreement; and

(c) any guaranty or right of set-off at any time held by the Secured Parties (directly or through the Collateral Agent) for the payment of the Secured Obligations are sold, exchanged, waived, surrendered or released.

11. No Obligation to Protect the Pledged Assets. Neither the Collateral Agent nor any Secured Parties shall have any obligation towards Pledgor to protect, secure, perfect or insure any other lien at any time held by them as security for the Secured Obligations or any property subject thereto.

12. Pursuit of Rights and Remedies Against Pledgor. When pursuing its rights and remedies hereunder against Pledgor, the Collateral Agent on behalf of the Secured Parties may, but shall be under no obligation to, pursue such rights and remedies as it may have against any third party or against any guaranty of the Secured Obligations or any right of set-off with respect thereto, and any failure by the Collateral Agent on behalf of the Secured Parties to pursue such rights or remedies or to collect any payments from such third party or to realize upon any such securities or guaranties or to exercise any such right of set-off, or any release of such third Parties or of any such securities, guaranties or right of set-off, shall not relieve Pledgor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or the Secured Parties.

13. Termination and Release. When the Secured Obligations have been indefeasibly satisfied in full and no other amount is then owing to any Secured Parties under the terms of the Term Loan Credit Agreement, then, and only then, shall this Agreement and the security interests and lien created hereby be released and this Agreement shall terminate, at Pledgor expense; otherwise, this Agreement and the pledge created hereby shall remain in full force and effect. No release of this Agreement or of the lien created and evidenced hereby shall be valid unless executed by the Collateral Agent. Upon termination of this Agreement, the Collateral Agent shall, at Pledgor’s request, at Pledgor’s expense and as prescribed in Section 14 or in compliance with a sale of Pledged Assets permitted by this Agreement and the Term Loan Credit Agreement, execute and/or enter into with Pledgor (and the Secured Parties herein grant to the Collateral Agent the powers to accomplish it), all documents reasonably required to evidence the release and the discharge of such guaranty.

14. Waivers and Amendments. Notwithstanding any provisions of this Agreement to the contrary, no amendment of any provision of this Agreement (including any waiver or consent relating thereto) shall be effective unless it shall be made by means of a written and signed consent by the Collateral Agent, acting on the instructions of the Secured Parties.

15. Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable under applicable law, such provision shall be ineffective only to the extent of the invalidity, illegality or unenforceability of such provision, and shall not affect any other provisions hereof.

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16. Authority of the Collateral Agent. Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, request, judgment or other right or remedy provided for herein or resulting from this Agreement shall, as between the Collateral Agent and the Secured Parties, be governed by the Term Loan Credit Agreement, the Intercreditor Agreement (as defined below) and by other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and Pledgor, the Collateral Agent shall be conclusively presumed to be acting as representative of the Secured Parties, with full and valid authority so to act or refrain from acting, and Pledgor shall be under no entitlement to make any inquiry with respect to such authority.

17. Complete Agreement; Successors and Assigns. This Agreement is intended by the Parties as the final expression of their agreement regarding the subject matter hereof and as a complete and exclusive statement of the terms and conditions of such agreement. This Agreement shall be binding upon the Parties hereto and their respective successors and permitted assigns, inuring to the benefit of all of them. Pledgor may not assign or transfer any of its rights or obligations under this Agreement. The Collateral Agent may assign and transfer all of its rights and obligations hereunder to a replacement Collateral Agent, appointed in accordance with the terms of the Term Loan Credit Agreement. Upon such assignment and transfer taking effect, the replacement Collateral Agent shall be deemed to be acting as representative of the Secured Parties, for the purposes of this Agreement, in place of the former Collateral Agent, or both as the case may be.

18. Assignment and/or Transfer of the Term Loan Credit Agreement. In the event of the assignment, transfer and/or novation of the credits of the Secured Parties under the Term Loan Credit Agreement, Pledgor shall remain obliged under the terms of this Agreement and the Pledged Assets shall remain subject to the security interest hereby created in favor of the Secured Parties, until the termination In full of this Agreement, in accordance with Section 13 and 14, provided that it is notified of the assignment and/or transfer by the Collateral Agent. Pledgor acknowledges and agrees that such notification will be under the terms, as the case may be, of the requirements of the notification of Article 290 of the Brazilian Civil Code.

19. Waiver of Immunity. To the extent that Pledgor has or hereafter may be entitled to claim or may acquire, for itself or for any of the Pledged Assets, any immunity from suit, jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, or otherwise), with respect to itself or its properties, Pledgor hereby irrevocably waives such immunity in respect of its obligations hereunder to the fullest extent permitted by applicable law.

20. Governing Law; Jurisdiction. This Agreement shall be governed by and interpreted in accordance with the laws of Federative Republic of Brazil. The Parties hereto irrevocably submit to the jurisdiction of the courts sitting in the City of São Paulo, State of São Paulo, Brazil, in any action or proceeding aimed at settling any dispute or controversy related to this Agreement, and the parties hereto irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such court.

21. No Duty on Collateral Agent’s Part. The powers conferred on Collateral Agent hereunder are solely to protect the Collateral Agent’s and the Secured Parties’

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interests in the Pledged Assets and shall not impose any duty on the Collateral Agent to exercise such powers or on the Secured Parties to cause the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any Secured Parties nor any of its respective directors, officers, employees or agents shall be held responsible by Pledgor for any act or failure to act hereunder except to the extent otherwise provided in the Term Loan Credit Agreement or under Brazilian Law.

22. Notices. All notices and other communications under this Agreement shall be in writing and shall be personally delivered, sent by prepaid courier, by registered mail with postage prepaid or by facsimile, and shall be deemed given when received by the intended recipient thereof, and shall be directed to the addresses indicated below, or to such other address as may be notified by the relevant party to the other party in writing:

(a)

to Pledgor:

NOVELIS DO BRASIL LTDA.
Avenida das Nações Unidas, 12.551 – 15^th floor
Torre Empresarial World Xxxxx Xxxxxx
Xxx Xxxxx X.X. Xxxxxx
00000-000
Telefax: 00 00 0000-0000
Attention: Xxxxxxxxx Xxxxxxx Xxxxxxx xx Xxxxxxx

(b)

to the Collateral Agent:

UBS LOAN FINANCE LLC
000 Xxxxxxxxxx Xxxx.
Xxxxxxxx, XX 000000
Tel: 000-000-0000
Fax: 000-000-0000
Xxxxx.Xxxxxx@xxx.xxx

Registration Number: CH-270.3.004.646-4 (Commercial Registers of Canton Zurich and Canton Basle-City)

23. Specific Performance. The Parties agree and acknowledge that this Agreement constitutes a “título executivo extrajudicial” pursuant to Article 585, item III of the Brazilian Code of Civil Procedure and grants to each Party the right to seek specific performance in accordance with the applicable provisions of the Brazilian Code of Civil Procedure, including, without limitation. Articles 461, 632 and 466-B without prejudice to any other rights or remedies available to the Collateral Agent under applicable law.

24. Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien and security interest 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 hereunder are subject to the provisions of the intercreditor agreement, dated as of July 6, 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among NOVELIS INC., a corporation formed under the Canada Business Corporations Act, NOVELIS CORPORATION, a Texas corporation, NOVELIS PAE

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CORPORATION, a Delaware corporation, NOVELIS FINANCES USA LLC, a Delaware limited liability company, NOVELIS SOUTH AMERICA HOLDINGS LLC, A Delaware limited liability company, ALUMINUM UPSTREAM HOLDINGS LLC, a Delaware limited liability company, NOVELIS UK LIMITED, a limited liability company incorporated under the laws of England and Wales with registered number 00279596, and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland, AV ALUMINUM INC., a corporation formed under the Canada Business Corporations Act (“Holdings”), the subsidiaries of Holdings from time to time party thereto, ABN AMRO BANK N.V., as administrative agent for the Revolving Credit Lenders (as defined in the intercreditor Agreement), LASALLE BUSINESS CREDIT, LLC, as collateral agent for the Revolving Credit Claimholders (as defined in the Intercreditor Agreement) and as funding agent, ABN AMRO BANK N.V., acting through its Canadian Branch, as Canadian administrative agent for the Revolving Credit Lenders and as Canadian funding agent, UBS AG, STAMFORD BRANCH, as administrative agent for the Term Loan Lenders (as defined in the Intercreditor Agreement), and as collateral agent for the Term Loan Claimholders (as 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.

25. Taxes. Charges and Expenses. Taxes and Other Taxes (as these terms are defined In the Term Loan Credit Agreement), charges, costs, and expenses (Including legal fees and notarial fees), including withholding taxes, relating to, resulting from, or otherwise connected with, the Pledge, this Agreement, the execution, amendment and/or the enforcement of this Agreement, on whomsoever imposed, shall be borne and paid exclusively by the Pledgor. If this Agreement is enforced, the Pledgor shall make such additional payments to the Collateral Agent so that the Collateral Agent is put In the same net-after tax position that the Collateral Agent would have obtained absent the enforcement of this Agreement.

26. Other Provisions. If the Pledgor makes a payment hereunder that is subject to withholding tax, the Pledgor shall increase the amount of such payment such that, after deduction and payment of all such withholding taxes, the payee receives an amount equal to the amount it would have received if no such withholding had been imposed; provided, that the relevant persons provide such forms, certificates and documentation that the Collateral Agent is legally entitled to furnish and would be required to reduce or eliminate withholding and, with respect to non-U.S. withholding taxes, would not, in the Collateral Agent’s judgment, subject it to any material unreimbursed costs or otherwise be disadvantageous to it in any material respect.

27. Language. This Agreement is being executed solely in the English language. Pledgor shall, at its own expense, arrange for this Agreement to be sworn public translated into Portuguese by a sworn public translator.

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EXHIBIT 1

PLACES OF BUSINESS

a)		São Paulo: Xx. xxx Xxxxxx Xxxxxx, 00000, 15th floor, Torre Empresarial World Trade Center de São Paulo São Paulo, SP 00000-000 Xxxxxx

b)		Candeias: Xxx xxx Xxxxxx, x/xx — Xxxxxx Xxxxxxxxxx xx Xxxxx Xxxxxxxx, XX CEP 00000-000 Xxxxxx

c)		Ouro Preto: Xx. Xxxxxxx X. Xxxxxxxx, 000 — Saramenha Ouro Preto, MG CEP 00000-000 Xxxxxx

d)		Pindamonhangaba: Xx. Xxxxxx, 0000 — Feital Pindamonhangaba, SP CEP 00000-000 Xxxxxx

e)		Xxxxx Xxxxx: Rua Xxxxxx Xxxxxxx, 414 — Utinga Xxxxx Xxxxx, SP CEP 00000-000 Xxxxxx

f)		Belo Horizonte: Avenlda do Contorno, 8.000 — sala 702 Centro Belo Horizonte, MG CEP 00000-000 Xxxxxx

g)		Hydropower Plant — Fumaça: Est. Xxxxxx Xxxxxxxxx A Barroca S/no — Cachoeira do Brumado Mariana, MG CEP 00000-000 Xxxxxx

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h)		Hydropower Plant — Furquim: Fazenda Xxxxx xx Xxxxxxx S/no Mariana, MG CEP 00000-000 Xxxxxx

i)		Hydropower Plant — Brecha: Fazenda Usina de Brecha S/no — Piranga Guaraciaba, MG CEP 00000-000 Xxxxxx

j)		Hydropower Plant — Salto: Fazenda Xxxxx xx Xxxxx S/no Ouro Preto, MG CEP 00000-000 Xxxxxx

k)		Hydropower Plant — Xxxxx: Xxxxxxx xx Xxxxx X/xx — Xxxxx Xxxxx Xxxx, XX CEP 00000-000 Xxxxxx

l)		Bauxite Mine — Fazenda Vargem: Fazenda da Xxxxxx Xxxx Rural Santa Xxxxxxx, MG CEP 00000-000 Xxxxxx

m)		Bauxite Mine — Xxxxxxx Xxxxxxx: Est. de Acesso a Serra Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx, MG CEP 301 00-000 Xxxxxx

n)		Bauxite Mine — Monjolo: Jazida Monjolo S/no — Distrito de Padre Xxxxxx Xxxxxxx, MG CEP 00000-000 Xxxxxx

o)		Bauxite Mine — Fazenda do Xxxxx Jazida Fazenda do Xxxxx S/no Caeté, MG CEP 00000-000 Xxxxxx

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p)		Bauxite Mine — Serra do Maquiné Xxxx Xxxxx do Maquiné S/no Caeté, MG CEP 00000-000 Xxxxxx

q)		Bauxite Mine — Fazenda Gandarela e Mato Xxxxxx Fazenda Gandarela e Mato Xxxxxx S/No, Santa Xxxxxxx, MG CEP 00000-000 Xxxxxx

r)		Bauxite Mine — Galo Xxxx Xxxx S/no — Distrito de Carfanaum Xxxxx Xxxxx, XX CEP 00000-000 Xxxxxx

s)		Bauxite Mine Lagoa Seca Xxxxxxx de Acesso á Xxxx Xxxxx Seca, S/No — Itabirito — MG CEP 00000-000 Xxxxxx

t)		Consórcio Candonga (a consortium with CVRD — Cia. Vale Rio Doce) Xxxxxxx Acesso a Xxxxxxx do Deserto, km 12 Rio Doce, MG CEP 00000-000 Xxxxxx

u)		Warehouse — Aratu Via Matoim s/no — Aratu Xxxxxxxx, XX CEP 00000-000 Xxxxxx

v)		Warehouse — Acuruí Depóslto de Bauxita s/no Itabirito, MG CEP 00000-000 Xxxxxx

w)		Crown Embalagens S.A. Rod. Xxx Xxxxxxx X. X. Xxxxx, Km 80.24 Cabreúva, São Paulo Brazil CEP 13315-000

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EXHIBIT 2

LIST OF EQUIPMENT AND INVENTORY

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EXHIBIT 3

BASIC TERMS OF SECURED OBLIGATIONS

For the purposes of Article 1,424 of the Brazilian Civil Code, the Secured Obligations are:

1. Term Loan Facilities

a) Principal Amount

Up to US$ 1,360,000,000.00 (one billion and three hundred and sixty million United States Dollars).

b) Termination

Seven years from the date hereof.

c) Interest

A. Alternate Base Rate Option

Alternate Base Rate borrowings will be in minimum amounts to be agreed upon and (other than swingline borrowings) will require same day notice by 9:00 am CST.

B. Adjusted LIBOR Option

Interest will be determined for periods to be selected by the Borrowers (“Interest Periods”) of one, two, three or six months and will be at an annual rate equal to the London Interbank Offered Rate (“LIBOR”) for the corresponding deposits of Dollars, plus the Applicable Margin (provided that Interest Periods shall be no more than one month until the earlier of (x) the successful syndication of the Term Loan Facilities (as determined by the Arrangers) and (y) the date that is three months following the Financing Closing Date). LIBOR will be determined by the Term Loan Administrative Agent at the start of each Interest Period and will be fixed through such period. Interest will be paid at the end of each Interest Period or, in the case of Interest Periods longer than three months, quarterly, and will be calculated on the basis of the actual number of days elapsed in a year of 360 days. LIBOR will be adjusted for maximum statutory reserve requirements (if any).

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LIBOR borrowings will require three business days’ prior notice and will be in minimum amounts to be agreed upon.

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EXHIBIT 4

POWER OF ATTORNEY

NOVELIS DO BRASIL LTDA., a Brazilian limited liability company, with its principal place of business in the City of São Paulo, State of São Paulo, at Avenida das Nações Unidas, 12.551, 15^th floor, enrolled with the Taxpayers’ Registry of the Ministry of Finance (CNPJ/MF) under No. 60.561.800/0001-03, hereby represented in accordance with its articles of association by its undersigned legal representatives (the “Appointer”), irrevocably constitutes and appoints UBS AG, STAMFORD BRANCH, a financial, having its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx, 00000, acting as Collateral Agent in favor of the Secured Parties in accordance with the Term Loan Credit Agreement (hereinafter referred to as the “Collateral Agent”); as its attorney-in-fact to act in its name and place, to the fullest extent permitted by law, to do and perform all and every act and thing whatsoever necessary or desirable, pursuant to the terms of the Equipment and Inventory Pledge Agreement, dated as of July 6, 2007, entered into by and among the Appointer and the Collateral Agent (as representative of the Secured Parties) (together with its respective modifications and amendments, the “Agreement”), including, without limitation, the following:

(a) upon the occurrence and during the continuation of an Event of Default, to dispose of, collect, receive, appropriate, and/or realize upon the Pledged Assets (or any part thereof) and forthwith sell or assign, give option or options to purchase or otherwise dispose of and deliver the Pledged Assets or any part thereof, at such prices and upon such terms and conditions as it may deem appropriate, which shall be compatible with the conditions for the negotiation, in equivalent conditions, to an extra-judicial sale to be carried out by the Appointer, which conditions are hereby accepted, as of the date hereof, by the Parties as sufficient for the validity and effectiveness of such extra-judicial sale of the Pledged Assets, irrespective of any prior or subsequent notice to the Appointer, in accordance with the provisions set forth in Article 1,433, Item IV and Article 1,435, Item V of the Brazilian Civil Code, and apply the proceeds thus received for the payment of the Secured Obligations, and the Collateral Agent is entitled to exercise all necessary powers for the full compliance of this power of attorney, including, without limitation, the powers and authority to, acting in strict conformity with applicable law, purchase foreign currency and make any and all remittances abroad, sign any necessary foreign exchange agreements with financial institutions in Brazil that may be required to make such remittances and represent the Appointer before the Central Bank of Brazil and any other Brazilian governmental authority, if necessary to accomplish the purposes of the Agreement;

(b) upon the occurrence and during the continuation of an Event of Default, take all necessary actions and execute any document before any governmental authority in the case of the public sale of the Pledged Assets in accordance with the terms and conditions set out in the Agreement;

(c) upon the occurrence and during the continuation of an Event of Default, take any necessary action and execute any document consistent with the terms and conditions of the Agreement as the Collateral Agent may deem necessary or advisable to accomplish the purposes of the Agreement; and

EXECUTION COPY

(d) The compliance by the Collateral Agent, of the powers granted under the terms herein shall not allow the Appointer to exercise any withholding rights or claims with respect to the Pledged Assets, all of which the Appointer hereby expressively waives to the extent permitted by law.

Any notice given by the Collateral Agent that an Event of Default has occurred and is continuing or has ceased shall be conclusive as against the Appointer and any third Parties.

Capitalized terms used but not defined herein, shall have the meaning attributed to them in the Agreement.

The powers granted herein are in addition to the powers granted by the Appointer to the Collateral Agent in the manner provided for In the Agreement, and do not cancel or revoke any such powers.

This power of attorney is granted as a condition to the Agreement and as a means of complying with the obligations set forth therein, in accordance with Article 684 of the Brazilian Civil Code, and shall be irrevocable, remaining valid and in full force and effect until the Agreement has been terminated in accordance with its terms and conditions.

São Paulo, July 6, 2007.

NOVELIS DO BRASIL LTDA.




Name:	NOVELIS DO BRASIL	Name:	Xxxxxxxxx X. Xxxxxxx
Title:	Xxxxxxx Xxxxx Coeino Nardocci Presidente	Title:	Diretor Financeiro e de Serviços Corporativos

EXECUTION COPY

EXHIBIT 5

FORM OF

AMENDMENT TO THE EQUIPMENT AND INVENTORY PLEDGE AGREEMENT

This instrument of [•] Amendment to the Equipment and Inventory Pledge Agreement (hereinafter referred to as the “Amendment”) is made by and between:

(a)		NOVELIS DO BRASIL LTDA., Brazilian limited liability company, with Its principal place of business in the City of São Paulo, State of São Paulo, at Avenida das Nações Unidas, 12.551, 15^th floor, enrolled with the Taxpayers’ Registry of the Ministry of Finance (CNPJ/MF) under No. 60.561,800/0001-03, hereby represented in accordance with its articles of association by its undersigned legal representatives (hereinafter referred to as the “Pledgor” or “Novelis do Brasil”); and

(b)		UBS AG, STAMFORD BRANCH, a financial institution, having its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx, 00000, in its capacity as Collateral Agent under the Term Loan Credit Agreement, hereby represented by its [attorney-in-fact/legal representative] (hereinafter referred to as the “UBS AG” or “Collateral Agent”); and

All parties together referred to as “Parties”, and individually each a “Party”;

WHEREAS, on July 6, 2007, the Parties entered into an Equipment and Inventory Pledge Agreement (the “Agreement”); and

WHEREAS, the Parties have agreed to amend the Agreement in order to grant to the Collateral Agent, as representative of the Secured Parties, a first priority security interest in the Pledged Assets (as defined below);

NOW, THEREFORE, the Parties hereto have mutually agreed to enter into this Amendment, pursuant to the terms and conditions set forth below:

1. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Agreement.

2. Pledgor hereby pledges and transfers the indirect possession of the Additional Assets listed in the new Exhibit [•] of this document (and which were not set forth in the original Exhibit [•] of the Agreement or any prior Amendment thereto) (the “Pledged Assets”), to the Secured Parties, herein represented by the Collateral Agent, and, pursuant to the provision of Article 1,431, sole Paragraph of the Brazilian Civil Code, Pledgor shall maintain the direct possession and the usable ownership of the Pledged Assets, being authorized to use them during the regular course of its business and with the obligation to keep and conserve them, remaining the indirect possession of the Pledged Assets with the Collateral Agent, in order to apply, mutatis mutandis, all the rights and obligations of the Parties resulting from the Agreement to the Additional Pledged Assets pledged herein.

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3. Pledgor hereby represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, that:

(a) the execution, performance and granting of the security interest created hereby was duly authorized by the required corporate acts by Pledgor and do not or will not (i) violate any provision of law or contractual obligation applicable to or binding upon Pledgor, (ii) conflict with, result in a breach of, or constitute (or, with the giving of notice or lapse of time or both, would constitute) a default under, or, except for consents and approvals that have been obtained and are in full force and effect, require the approval or consent of any person pursuant to, any material contractual obligation of Pledgor, or violate any applicable law binding on Pledgor, or (iii) result in the creation or imposition of any llen on any of its assets or any income or revenues, except for the pledge created by this Amendment in favour of the Collateral Agent, as representative of the Secured Parties, and

(b) this Amendment and the Agreement, amended as herein prescribed or by any prior Amendment thereto, constitute each one, a legal, valid and binding obligation of Pledgor, enforceable against Pledgor pursuant to its terms and conditions, and the security Interest hereby granted shall constitute, when the registrations required by Section 4 of the Agreement are executed, a licit, valid and perfected security interest upon the Secured Assets, enforceable pursuant to its terms against all Secured Parties of Pledgor, in all cases, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally.

4. All provisions of the Agreement (as amended by any prior Amendment thereto) not expressly amended by this Amendment shall remain in full force and effect in accordance with their terms.

5. This Amendment shall be governed by and interpreted in accordance with the laws of Federative Republic of Brazil. The Parties hereto irrevocably submit to the jurisdiction of the courts sitting in the City of São Paulo, State of São Paulo, Brazil, in any action or proceeding aimed at settling any dispute or controversy related to this Amendment, and the Parties hereto irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such court. This Amendment is being executed in English.

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed in the presence of the undersigned witnesses, in [•] ([•]) counterparts of equal content.

[PLACE AND DATE]

NOVELIS DO BRASIL LTDA.




Name:	NOVELIS DO BRASIL	Name:	Xxxxxxxxx X. Xxxxxxx
Title:	Xxxxxxx Xxxxx Coeino Nardooci Presidente	Title:	Diretor Financeiro e de Serviços Corporativos

EXECUTION COPY

UBS AG, STAMFORD BRANCH



Name:		Name:
Title:		Title:

Witnesses:

Nome:		Nome:
RG:		RG:
ID:		ID:

EXHIBIT N

Form of
OPINION OF COMPANY COUNSEL

[See Tab #O.l.]

EXHIBIT N-l


		Suite 3000 00 Xxxxxxxxxx Xx. W. Box 270, TD Centre Xxxxxxx, Xxxxxxx
		X0X 0X0 Xxxxxx

		tel. 000.000.0000
		fax 000.000.0000

		xxx.xxxxx.xxx July 6, 2007

UBS AG, Stamford Branch
on its own behalf and as Administrative Agent and Collateral Agent
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Each of the Lenders party to the
Credit Agreement
(as defined below)

Dear Sirs/Mesdames:

Re: Novelis Inc. — Term Loan Credit Agreement

We have acted as counsel in the Province of Ontario and the State of New York to Novelis Inc. (“Canadian Borrower”), Novelis Corporation (“Novelis Corp.”) and the additional loan parties set out in Schedule A hereto in connection with a credit agreement dated as of July 6, 2007 (the “Credit Agreement”), among the Canadian Borrower, Novelis Corp. as U.S. borrower, AV Aluminum Inc. and the other guarantors party thereto, the lenders party thereto (the “Lenders”), UBS AG, Stamford Branch, as Administrative Agent (in such capacity, the “Administrative Agent”), and as Collateral Agent (in such capacity, the “Collateral Agent”), UBS Securities LLC, as Syndication Agent, ABN Amro Incorporated, as Documentation Agent, and ABN Amro Incorporated and UBS Securities LLC, as Joint Lead Arrangers and Joint Bookmanagers. Capitalized terms not defined herein or in the Schedules attached hereto shall have the meaning given to them in the Credit Agreement.

This opinion is given to you pursuant to section 4.01(g) of the Credit Agreement.

Examination of Documents

We have reviewed and participated in the negotiations of each of the documents set out in Schedule B, each dated as of July 6, 2007 (the Credit Agreement and each of the documents listed on Schedule B are collectively, the “Documents”).

We have also made such factual and legal investigations as we deemed necessary or relevant in connection with the opinions herein expressed. In particular, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such certificates of public officials and of such other certificates, documents and records as we considered necessary or relevant for purposes of the opinions expressed below, including:

(a)

the Organizational Documents, as applicable, of each of the Delaware Loan Parties and the Canadian Loan Parties;

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	(b)		resolutions of the board of directors of each of the Delaware Loan Parties and the Canadian Loan Parties, authorizing, among other things, the execution, delivery and performance of the Documents to which each is a party;

	(c)		a certificate of status dated July 5, 2007, issued in respect of each of Cast House and Aluminum, pursuant to the Business Corporations Act (Ontario);

	(d)		a certificate of compliance dated July 5, 2007 issued in respect of each of the Canadian Borrower, 4260848 and 4260856, pursuant to the Canada Business Corporations Act (“CBCA”);

	(e)		a certificate of good standing dated July 5, 2007, issued in respect of each of the Delaware Loan Parties, by the Secretary of State of the State of Delaware (collectively, the “Good Standing Certificates”); and

	(f)		an officer’s certificate of each of the Delaware Loan Parties and the Canadian Loan Parties, with respect to certain factual matters, a copy of each of which has been delivered to you.

As to matters of fact material to the opinions hereinafter expressed, we have relied solely and without independent verification upon the officers’ certificates referred to in item [(f)] above.

Assumptions

We have made the following assumptions:

	(a)		with respect to all documents examined by us, the genuineness of all signatures, the legal capacity of individuals signing any documents, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as certified, conformed, telecopied or photocopied copies, the authenticity of such latter documents and the accuracy and completeness of all records and other information made available to us;

	(b)		each of the certificates of status and compliance with respect to the Canadian Loan Parties referred to above and the Good Standing Certificates continues to be accurate as of the date of this opinion as if issued on that date;

	(c)		each of the Documents has been duly authorized, executed and delivered by each of the parties thereto (other than the Relevant Loan Parties) and constitutes legal, valid and binding obligations of each of the parties thereto (other than the Relevant Loan Parties) enforceable against each of them in accordance with their respective terms;

	(d)		that Novelis LP is existing as a limited partnership under the laws of its jurisdiction of formation, Novelis LP has the power and capacity to perform its obligations under the Documents to which Novelis LP is a party, that, to the extent the laws of Quebec apply, the General Partner has in its capacity as General Partner on behalf of Novelis LP duly authorized the execution, delivery and performance of the obligations of Novelis LP under the Documents to which Novelis LP is a party and has duly executed and delivered the Documents to which Novelis LP is a party and that the execution, delivery and performance by the General Partner on behalf of Novelis LP of the Documents to which

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Novelis LP is a party do not breach or contravene the Organizational Documents of Novelis LP or its governing law;

	(e)		that each of the Foreign Loan Parties is incorporated and existing under the laws of its jurisdiction of incorporation, has the corporate power and capacity to perform its obligations under the NY Documents to which it is a party, has duly authorized the execution, delivery and performance of its respective obligations under the NY Documents to which it is a party, has duly executed and delivered the NY Documents to which it is a party and the execution, delivery and performance by each Foreign Loan Party of the NY Documents to which it is a party do not breach or contravene the Organizational Documents of such Foreign Loan Party or its respective governing law ;

	(f)		that Novelis Corp. is incorporated and existing under the laws of its jurisdiction of incorporation, has the corporate power and capacity to perform its obligations under the NY Documents to which it is a party and has duly authorized the execution, delivery and performance of its obligations under the NY Documents to which it is a party and that the execution, delivery and performance by Novelis Corp. of the NY Documents to which it is a party do not breach or contravene the Organizational Documents of Novelis Corp. or its governing law;

	(g)		that the minute books of each of the Relevant Loan Parties made available to us are the original minute books of such companies, and contain records of all meetings, resolutions and proceedings of the shareholders, members, directors and committees of the board of directors of such companies and that such minute books are true, correct and complete in all respects and there have been no other meetings, resolutions or proceedings of the shareholders, members, board of directors or committees of the board of directors of such company not reflected in such minute books;

	(h)		that each of the Documents to which a Canadian Loan Party is a party has been duly executed and delivered in accordance with the terms of the applicable contract law of the location where such execution and delivery took place, being Chicago, Illinois, except to the extent that the laws of the Province of Ontario are applicable thereto;

	(i)		the collateral charged in the Canadian Security Documents does not include consumer goods (as defined in the Personal Property Security Act (Ontario) (the “PPSA”));

	(j)		none of the Lenders, the Administrative Agent or the Collateral Agent is subject to Regulation T of the Board of Governors of the Federal Reserve System;

	(k)		the certificates representing the shares pledged pursuant to the US Security Agreement and the Ontario GSA have been delivered to the Collateral Agent or its agent (other than any Loan Party or its agent) in New York and are being held by the Collateral Agent or its agent (other than any Loan Party or its agent);

	(1)		the Lenders have acted in good faith and without notice of any defense against the enforcement of any rights created by the transactions contemplated by the Documents;

	(m)		there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence; and

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(n)

the choice of the laws of the State of New York as the governing law of the NY Documents was not procured by fraud, over-reaching, duress, undue influence or ignorance.

Whenever an opinion set forth herein with respect to the existence or absence of facts is qualified by the phrase “to the best of our knowledge” or “to our knowledge”, it is intended to indicate that during the course of our representation of the Loan Parties in connection with the transactions described in the initial paragraph of this opinion and as a result of receiving and reviewing the certificates of officers of the Loan Parties, no information has come to the attention of any of the lawyers involved in those transactions that has given any of those lawyers actual knowledge of the existence or absence of such facts.

Filings and Registrations

We have examined copies of the UCC-1 financing statements (the “UCC Financing Statements”) and have made the registration of the financing statements under the PPSA in favour of the Collateral Agent as listed on Schedule C hereto (the “PPSA Financing Statements” and, together with the UCC Financing Statements, the “Financing Statements”).

Searches and Registrations

We have conducted, or have caused to be conducted, the searches identified in Schedule C hereto (the “Searches”) for filings or registrations made in those offices of public record listed in Schedule C, in each case as of the dates set forth in Schedule C. The Searches were conducted in respect of the current name and all former names of each of the entities list on Schedule C and of its predecessors by amalgamation or arrangement, except for the bankruptcy searches described in Schedule C, which were conducted only against the current name of each such entities. The results of the Searches are set out in Schedule C.

Laws Addressed

Our opinions in paragraphs 2, 3, 4 (with respect to the Canadian Loan Parties), 5, 9, 15, 16 to 18 and 31 to 33 below are limited to the laws of the Province of Ontario and the federal laws of Canada applicable therein. Our opinions in paragraphs 1, 4 (with respect to the Delaware Loan Parties), 6, 8, 12, 13, 14, 19 to 25 and 27 to 30 below are limited to the laws of the State of New York, the federal laws of the United States of America, the Delaware General Corporation Law, the Delaware UCC (as defined below), the District of Columbia UCC (as defined below) and the Delaware Limited Liability Company Act. Our opinions in paragraphs 7, 10, 11 and 26 below are limited to the laws of the Province of Ontario and the federal laws of Canada applicable therein, and to the laws of the State of New York, the federal laws of the United States of America and the Delaware General Corporation Law and the Delaware Limited Liability Company Act.

With respect to any opinions addressing the laws of the State of Delaware, you are aware that no members of our firm are admitted to the Bar of the State of Delaware and that such opinions are based upon our general familiarity with such laws as a result of our prior involvement in transactions of a similar nature involving such laws. We have reviewed the provisions of the Uniform Commercial Code relating to secured transactions as enacted and in effect on the date hereof in the District of Columbia as it appears in the Secured Transactions Guide published by Commerce Clearing House, Inc., updated through June 13, 2007 and, to the extent such opinions involve conclusions as to the validity and perfection of security interests under the laws of the District of Columbia, they are based solely upon such review. Without limiting the generality of the immediately preceding sentences, we express no opinion

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with respect to the laws of any other jurisdiction to the extent that those laws may govern the validity, perfection, effect of perfection or non-perfection or enforcement of the security interests created by the Canadian Security Documents or the perfection, effect of perfection or non-perfection or enforcement of the security interests created by the US Security Documents, in each case as a result of the application of Ontario or New York conflict of laws rules, as applicable. In addition, we express no opinion whether, pursuant to those conflict of laws rules, Ontario law would govern the validity, perfection, effect of perfection or non-perfection or enforcement of the security interests created by the Canadian Security Documents or whether New York law would govern the perfection, effect of perfection or non-perfection or enforcement of the security interests created by the U.S. Security Documents. Unless otherwise indicated, (i) “UCC” shall mean the Uniform Commercial Code, as adopted and in effect on the date hereof in the State of New York, (ii) “Delaware UCC” shall mean the Uniform Commercial Code as in effect on the date hereof in the State of Delaware, and (iii) “District of Columbia UCC” shall mean the UCC as in effect on the date hereof in the District of Columbia (in each case, without regard to laws referred to in Section 9-201 thereof).

All opinions expressed in this letter concerning the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario have been given by members of the Law Society of Upper Canada and all opinions concerning the laws of the State of New York and the federal laws of the United States have been given by members of the New York State Bar.

Opinions

Based upon and subject to the foregoing, and subject to the qualifications expressed below, we are of the opinion that:

Incorporation, Authorization, Execution and Delivery

	1.		Each of the Delaware Loan Parties is duly organized and validly existing under the laws of the State of Delaware and based solely on the Good Standing Certificates, in good standing in the State of Delaware.

	2.		Cast House is incorporated and existing under the laws of the Province of Ontario.

	3.		Each of the Canadian Borrower, Aluminum, 4260848 and 4260856 is incorporated and existing under the CBCA.

	4.		Each of the Relevant Loan Parties has all requisite corporate or limited liability company power and authority to carry on its business as now conducted and to own and lease its property and to enter into and perform its obligations under the Documents to which it is a party (and, in the case of 4260848, also in its capacity as general partner of Novelis LP (in such capacity, the “General Partner”) with respect to the Documents to which Novelis LP is a party), and each of the Relevant Loan Parties (and, in the case of 4260848, on its own behalf and as General Partner) has duly authorized by all necessary corporate or limited liability company action the execution and delivery of each of the Documents to which it is a party and the performance of its respective obligations thereunder and, in the case of the General Partner, the Documents to which Novelis LP is a party.

	5.		Each of the Documents has been duly executed and delivered by each Canadian Loan Party and, in the case of Novelis LP, by the General Partner, which is a party thereto, to the extent the laws of Ontario apply.

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	6.		Each of the Documents has been duly executed and delivered by each US Loan Party that is a party thereto.

	7.		The execution, delivery and performance by each of the Relevant Loan Parties (and in the case of 4260848, on its own behalf and as General Partner) of each of the Documents to which it is a party and consummation of the transactions contemplated thereby (including the borrowing of Loans and issuance of Letters of Credit on the Closing Date and the granting of Liens to secure the Secured Obligations), (a) will not violate the Organizational Documents of such Relevant Loan Party, (b) will not violate (i) any Ontario provincial law, rule or regulation or federal Canadian law, rule or regulation applicable in the Province of Ontario, the Delaware Limited Liability Company Act, the General Corporation Law of the State of Delaware or any New York State law or regulation or federal law of the United States, which in any case is applicable to the respective Relevant Loan Parties or (ii) any judgment, decree or order of any Governmental Authority of the Province of Ontario, State of New York or Her Majesty the Queen in the Right of Canada known to us to be applicable to any Relevant Loan Party, (c) will not violate or result in a default under the Revolving Credit Agreement and (d) will not violate, result in a default under, or require or result in the granting of Liens under the Senior Note Documents.

Enforceability

	8.		Each of the NY Documents constitutes the legal, valid and binding obligation of each of the Loan Parties that are party thereto, enforceable against each such party in accordance with its terms.

	9.		Each of the Ontario Documents constitutes the legal, valid and binding obligation of the Canadian Loan Parties and Novelis LP that are party thereto, enforceable against such Canadian Loan Party and Novelis LP in accordance with its terms.

	10.		No consents or approvals of, registration or filing with, or any other action by, any Governmental Authority are required under the federal laws of the United States, the laws of the State of New York, the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act, the laws of the Province of Ontario or the federal laws of Canada applicable in the Province of Ontario for the execution, delivery or performance of the Documents to which any Loan Party is a party except (i) such as have been obtained or made and are in full force and effect, and (ii) filings necessary to perfect Liens created by the Documents.

	11.		To our knowledge, there are no actions, suits or proceedings at law or in equity by or before any Governmental Authority now pending or threatened against or affecting any Loan Party or any business, property or rights of any Loan Party that involve any of the Documents or the Transactions.

	12.		Neither the execution, delivery or performance of the Documents, the making of the Loans or the issuance of Letters of Credit under the Credit Agreement, the use of proceeds therefrom or the pledge of the Securities Collateral (as defined in the US Security Agreement) pursuant to the US Security Agreement will violate or be inconsistent with the provisions of Regulation T, Regulation U or Regulation X.

	13.		No Relevant Loan Party is an “investment company” or a company “controlled” by an “investment company,” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.

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Creation of Security, Registration etc

	14.		The US Security Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on and security interests in the collateral therein described and which constituted property in which a security interest can be granted under Article 9 of the UCC (the “Article 9 Collateral”).

	15.		Each of the Ontario Security Documents creates in favour of the Collateral Agent a valid security interest in the collateral referred to therein to which the PPSA applies (the “PPSA Collateral”) in which each of the debtors party thereto now has rights, and is sufficient to create a valid security interest in favour of the Collateral Agent in PPSA Collateral in which each of the debtors party thereto hereafter acquires rights when those rights are so acquired, in each case to secure payment and performance of the Secured Obligations or the Obligations, as the case may be (as such terms are defined in the Ontario Security Documents).

	16.		Registration has been made in all public offices provided for under the laws of Ontario where such registration is necessary to preserve, protect or perfect the security interests created by each Ontario Security Document in favour of the Collateral Agent in the PPSA Collateral charged therein.

	17.		The Debenture is in proper form to be accepted for registration by the Land Registry Office for the Land Titles Division of Frontenac (the “LTO”). When registered with the LTO, the Debenture will constitute a good and valid charge of the right, title and interest of the Canadian Borrower in the Ontario Real Property (as defined below).

	18.		The registration of the Debenture in the LTO is the only filing, registration or recording necessary to give constructive notice of the lien created by the Debenture on the real property located in Kingston, Ontario described therein (the “Ontario Real Property”) to subsequent purchasers and mortgagees of the Ontario Real property. No other registrations, recordings, filings, re-recordings or re-filings other than the registration of the Debenture in the LTO are necessary in order to maintain the validity or priority of the lien created by the Debenture on the Ontario Real Property.

	19.		Upon delivery to the Collateral Agent in the State of New York (or to its agent (other than any Loan Party or its agent)) of the certificates representing the Securities Collateral that are required to be delivered to the Collateral Agent pursuant to the US Security Agreement and the Ontario Security Documents (the “Pledged Securities”) in registered form, endorsed in blank by an effective endorsement or accompanied by undated stock powers with respect thereto duly endorsed in blank by an effective endorsement, the Collateral Agent will have control (within the meaning of the UCC) of, and a perfected security interest in, the Pledged Securities for the benefit of the Secured Parties under the UCC. Subject to the terms of the Intercreditor Agreement, assuming neither the Collateral Agent nor any of the Secured Parties has notice of any adverse claim (within the meaning of the UCC) to the Pledged Securities, the Collateral Agent will acquire the security interest in the Pledged Securities for the benefit of the Secured Parties free of any adverse claim.

	20.		Upon the execution of the Control Agreement(s) the Collateral Agent shall have control (within the meaning of the UCC) of, and a perfected security interest in, that portion of the Security Agreement Collateral that is required to be subject to a Control Agreement pursuant to the terms of the US Security Agreement.

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	21.		Each of the UCC Financing Statements listed in Schedule C is in the appropriate form for filing in the applicable filing office. Upon the proper filing and acceptance of such Financing Statements in the applicable filing offices and the payment of all filing fees due in connection therewith, the Collateral Agent on behalf of the Secured Parties will have a perfected security interest in the Article 9 Collateral to the extent that a security interest in such collateral can be perfected by the filing of a financing statement pursuant to the Delaware UCC or the District of Columbia UCC, as applicable.

	22.		Upon due filing of the Financing Statements in the applicable jurisdiction noted on Schedule C and payment of all filing and recordation fees associated therewith, and when the US Security Agreement or a short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Liens created by the US Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in the Intellectual Property Collateral (as defined in the Security Agreement).

	23.		The Liens and the security interests created by the US Security Agreement on the Article 9 Collateral will validly secure the payment of all future advances pursuant to the Credit Agreement, whether or not at the time such advances are made, an Event of Default or other event not within the control of the Lenders has relieved or may relieve the Lenders from their obligations to make such advances, and are perfected to the extent set forth in paragraphs 14, 19, 20, 21 and 22 above with respect to such future advances.

	24.		Under Section 5-1401 of the General Obligations Law of the State of New York, a federal or state court sitting in New York would honor the parties’ choice of internal laws of the State of New York as the law applicable to the NY Documents (to the extent set forth in such NY Documents) in any action to enforce such NY Documents.

	25.		The Obligations and the Guaranteed Obligations are “Senior Debt” within the meaning of the Senior Note Agreement.

	26.		No taxes or other charges, including, without limitation, intangible or documentary stamp taxes, mortgage or recording taxes, transfer taxes or similar taxes or charges, are payable under the laws of Ontario, the federal laws of Canada, or the laws of the State of New York, on account of the execution and delivery of the Documents or the creation of the indebtedness evidenced or secured by any of the Documents or the recording or filing of the Financing Statements or the NY Mortgage or as a condition to the legality or enforceability of the NY Mortgage, except for nominal applicable filing, registration or recording fees and taxes (including in connection with any re-advance under the Credit Agreement).

	27.		No tax is payable under Part XIII of the Income Tax Act (Canada) (the “Tax Act”), or any similar law of the Province of Ontario (and the Canadian Borrower is not required to withhold or collect any such tax) on any amount that the Canadian Borrower pays or credits under any Canadian Term Loan advanced on the date hereof as on account or in lieu of, payment, or in satisfaction of interest (including commitment fees relating thereto) or principal to Lenders in respect of any Canadian Term Loan advanced on the date hereof who, for the purposes of the Tax Act are neither resident nor deemed to be resident in Canada (such Lenders “Non-Resident Lenders”) provided that at the time of any such payment or credit, the Canadian Borrower and each Canadian Guarantor deals at arm’s length with the Non- Resident Lenders for the purpose of the Tax Act. This opinion does not extend to interest payable by reason of failure to pay amounts when due (other than, for greater certainty, interest on overdue interest on the Term Loans).

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NY Mortgage

	28.		The NY Mortgage (i) is in proper form to be accepted for recording by the County Recorder identified in Schedule D attached hereto, (ii) creates and constitutes (A) a valid mortgage lien on that portion of the Mortgaged Property (as defined in the NY Mortgage) that constitutes real property (“NY Real Property”) and (B) a valid security interest in such of the Mortgaged Property that constitutes fixtures (the “UCC Property”) and is subject to the provisions of Article 9 of the Uniform Commercial Code as in effect in the State of New York, each in favor of the Collateral Agent for the benefit of the Secured Parties (as defined in the NY Mortgage) securing the Secured Obligations (as defined in the NY Mortgage) and (iii) contains the terms and provisions necessary to enable Collateral Agent, following a default thereunder and the satisfaction of any procedural requirements (such as notice or time to cure), to exercise the remedies which are customarily available to a mortgage lienholder in the State of New York.

	29.		The recording of the NY Mortgage with the County Recorder identified in Schedule D attached hereto is the only filing or recording necessary to give constructive notice of the lien created by the NY Mortgage to subsequent purchasers and mortgagees of the NY Real Property. No other recordings, filings, re-recordings or refilings other than those identified in Schedule D are necessary in order to maintain the validity or priority of the lien created by the NY Mortgage on the NY Real Property.

	30.		Upon the proper filing and acceptance of the Financing Statements relating to the NY Mortgage with the offices identified in Schedule D attached hereto, the security interest, lien or pledge created by the NY Mortgage in that portion of the Mortgaged Property which constitutes fixtures and which are subject to the provisions of Article 9 of the UCC is duly perfected. Such Financing Statements adequately identify such Mortgaged Property described therein to provide sufficient notice to third parties of the security interest referenced therein (it being understood that we offer no opinion as to the accuracy of the legal description attached thereto).

	31.		The Collateral Agent is permitted under the laws of the State of New York without naming all of the Lenders in any applicable legal proceeding to exercise remedies under the NY Mortgage for the realization of any of the Collateral in its own name, as Collateral Agent.

	32.		Based solely on a certificate of good standing dated July 5, 2007, issued in respect of Novelis Corp. by the Department of State of the State of New York, Novelis Corp. is qualified to do business and is in good standing as a foreign corporation under the laws of the State of New York.

Enforcement of Judgments etc.

33.

If any provision in any NY Document to which a Canadian Loan Party or Novelis LP is a party is sought to be enforced against any Canadian Loan Party or Novelis LP in an action or proceeding brought before a court of competent jurisdiction in the Province of Ontario, such court in the Province of Ontario would (i) recognize the express choice of laws chosen by the parties in such Documents, provided that such choice of laws is bona fide, in the sense that it was not made with a view to avoiding the consequences of the laws of any other jurisdiction and provided further that such choice is not contrary to public policy, as that term is understood under the laws of the Province of Ontario; and (ii) if that choice of laws is recognized, apply the laws of the State of New York to all issues that are to be determined by those laws under Ontario conflict of laws rules in that action or proceeding, upon appropriate evidence as to those laws being adduced;

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			however, an Ontario court will not apply any laws of the State of New York which are contrary to Ontario public policy.

	34.		A court in the Province of Ontario has, however, an inherent power to decline to hear such an action or proceeding if it is contrary to public policy, as such term is understood under the laws of the Province of Ontario, for it to do so, or if such court is not the proper forum to hear such action or proceeding, or if concurrent proceedings are being brought elsewhere. None of the terms of any NY Document to which a Canadian Loan Party or Novelis LP is a party are, insofar as we are aware, contrary to Ontario public policy, as such term is understood from case law decided in the Province of Ontario, and accordingly, it would not, insofar as we are aware based on our review of any NY Document to which a Canadian Loan Party or Novelis LP is a party and a consideration of the potential proceedings that may be brought in relation to them, be contrary to Ontario public policy for an Ontario court to hear an action or proceeding to enforce any of such NY Documents in the Province of Ontario.

	35.		A final and conclusive in personam judgment against any Canadian Loan Party or Novelis LP under or in respect of the any NY Document obtained in any court of competent jurisdiction in the State of New York (including in any federal court of the United States sitting in the City of New York and otherwise having competent jurisdiction), for a definite sum of money, given on the merits, and which is not impeachable as void or voidable under the internal laws of New York, would be recognized and enforced by an Ontario court in an action by a judgment creditor (for example, the Collateral Agent) to enforce such judgment, provided that:

	(i)		such judgment was not obtained by fraud;

	(ii)		such judgment and the proceedings leading thereto did not involve the breach of and were not otherwise contrary to natural justice, including the fundamental right of a party to adequate notice and be heard fairly;

	(iii)		enforcement of such judgment would not be contrary to the public policy of the Province of Ontario (and we are not aware of any reason why enforcement of such judgment would be contrary to such public policy);

	(iv)		the enforcement of that judgment does not constitute, directly or indirectly, the enforcement of foreign revenue or penal laws; and

	(v)		the action is commenced within the time limitations set out in any applicable limitations statute.

			*Qualifications*

			The foregoing opinions are subject to the following qualifications:

	(a)		The enforceability of the Domestic Documents is subject to bankruptcy, insolvency, reorganization, arrangement, winding-up, moratorium and other similar laws of general application affecting the enforcement of creditors’ rights generally.

	(b)		Our opinions are subject to the effect of general principles of equity, whether applied by a court of law or equity, including principles (i) governing the availability of specific performance, injunctive relief or other equitable remedies, which generally place the award of such remedies, subject to certain guidelines, in the discretion of the court to

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			which application for such relief is made, (ii) affording equitable defenses (e.g., waiver, laches and estoppel) against a party seeking enforcement, (iii) requiring good faith and fair dealing in the performance and enforcement of a contract by the party seeking its enforcement, (iv) requiring reasonableness in the performance and enforcement of an agreement by the party seeking enforcement of the contract, (v) requiring consideration of the materiality of (A) a breach and (B) the consequences of the breach to the party seeking enforcement, (vi) requiring consideration of the commercial impracticability, illegality or impossibility of performance at the time of attempted enforcement, and (vii) affording defenses based upon the unconscionability of the enforcing party’s conduct after the parties have entered into the contract.

	(c)		The Collateral Agent and the Secured Parties may be required to give the Loan Parties a reasonable time to repay following a demand for payment prior to taking any action to enforce its right of repayment or before exercising any of the rights and remedies expressed to be exercisable by the Collateral Agent or the Secured Parties in the Domestic Documents.

	(d)		We have taken no steps to provide the notices or to obtain the acknowledgements prescribed in Part VII of the Financial Administration Act (Canada) relating to the assignment of federal Crown debts. An assignment of federal Crown debts which does not comply with that Act is ineffective as between the assignor and the assignee and as against the Crown. Consequently, the Collateral Agent would not have a valid security interest in federal Crown debts unless that Act is complied with.

	(e)		We express no opinion as to whether a security interest may be created in:

	(i)		property consisting of a receivable, license, approval, privilege, franchise, permit, lease or agreement (collectively, “Special Property”) to the extent that the terms of the Special Property or any applicable law prohibit its assignment or require, as a condition of its assignability, a consent, approval or other authorization or registration which has not been made or given, except to the extent such restrictions are rendered ineffective pursuant to Section 9-406 through 9-409 of the UCC or

	(ii)		permits, quotas or licenses which are held by or issued to the Relevant Loan Parties.

	(f)		We express no opinion as to any security interest created by the Security Documents with respect to any property of the Relevant Loan Parties that is transformed in such a way that it is not identifiable or traceable or any proceeds of property of the Relevant Loan Parties that are not identifiable or traceable.

	(g)		We have not registered any of the Security Documents or notice thereof in any land registry office or under any land registry statutes even though the Security Documents may create a security interest in a Relevant Loan Party’s real property or leases of real property or in property which is now or may hereafter become a fixture or a right to payment under a lease, mortgage or charge of real property.

	(h)		We have made no registrations under the Patent Act (Canada), the Trade-marks Act (Canada), the Industrial Designs Act (Canada), the Integrated Circuit Topography Act

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			(Canada), the Copyright Act (Canada) and/or offices in connection with any Security Document.

	(i)		We express no opinion as to whether any of the Relevant Loan Parties has title to or any rights in any real or personal property, including without limitation, any of the Article 9 Collateral, nor as to the priority of any security interest created by the Security Documents in any such property, except as set forth in paragraph 19.

	(j)		We advise you that certain rights of debtors and duties of secured parties referred to in the PPSA, and in Sections 1-102(3) and 9-602 of the UCC, may not be waived, released, varied or disclaimed by agreement prior to a default and our opinions regarding any such waivers, releases, variations and disclaimers are limited accordingly. The PPSA and the UCC may also affect the enforcement of certain rights and remedies contained in the Security Documents to the extent that those rights and remedies are inconsistent with or contrary to the PPSA and the UCC. However, neither the PPSA nor the UCC render any of the Security Documents invalid as a whole, and there exist, in each Security Document or pursuant to applicable law, legally adequate remedies for realization of the principal benefits of the PPSA Collateral and the Security Agreement Collateral purported to be provided by such Security Document.

	(k)		Notwithstanding any provision of any Domestic Document to the contrary, any certificate or determination provided for therein may be subject to challenge in a court on the grounds of fraud, collusion, mistake on the face of the certificate, or mistake on the basis that the certificate differed in a material respect from the certificate contemplated in such provision.

	(1)		We express no opinion as to the enforceability of any provision of the Domestic Documents:

	(i)		which purports to waive all defences which might be available to, or constitute a discharge of the liability of, any of the Relevant Loan Parties;

	(ii)		which purports to release, exculpate or exempt a party, its agents or any receiver, manager or receiver-manager appointed by it from, or require indemnification of a party, its agents or any receiver, manager or receiver-manager appointed by it for, liability for its own action or inaction, to the extent the action or inaction involves gross negligence, recklessness, willful misconduct, unlawful conduct or fraud; or

	(iii)		with respect to the laws of the Province of Ontario only, which states that amendments or waivers of or with respect to such Documents that are not in writing will not be effective.

	(m)		Provisions contained in any of the Domestic Documents which purport to sever from such Documents any provision which is prohibited or unenforceable under applicable law without affecting the enforceability or validity of the remainder of such Document may be enforced only in the discretion of a court.

	(n)		We express no opinion as to the enforceability of any provision of the Domestic Documents which requires any of the Relevant Loan Parties to pay, or to indemnify the Secured Parties, the Agents or the Collateral Agent for, the costs and expenses of the

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			Secured Parties, the Agents or the Collateral Agent in connection with judicial proceedings, since those provisions may derogate from a court’s discretion to determine by whom and to what extent those costs should be paid. Nor do we express any opinion with respect to rules of law, statute, ordinance, rule, regulation, order, judgment or decree that governs and affords judicial discretion regarding the determination of damages and entitlement to attorneys’ fees and other costs. We advise you that the recoverability of costs and expenses may be limited to those a court considers to be reasonably incurred and the costs and expenses incidental to all court proceedings may be in the discretion of the court and the court may have the discretion to determine by whom and to what extent such costs shall be paid and our opinions herein are limited accordingly.

	(o)		We express no opinion as to any provision of any Domestic Document which purports to waive, or to require waiver of, the obligations of good faith, fair dealing, diligence and reasonableness or that purport to define or dictate what is commercially reasonable.

	(p)		We express no opinion as to the enforceability of any rights to contribution or indemnification provided for in the Domestic Documents which violate public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation).

	(q)		We express no opinion as to the applicability or effect of any fraudulent transfer or similar law on the Documents or any transactions contemplated thereby.

	(r)		We advise you that forum selection and choice of law clauses in contracts are not necessarily binding on the court(s) in the forum selected in the United States, if (i) their application to such contract would be adjudicated by a court of competent jurisdiction to (A) be unconstitutional or (B) involve fraud, in which case, common law choice of law and forum selection principles would be applicable or (ii) the choice of law would be contrary to Section 1-105(2) of the UCC, and our opinions are limited accordingly.

	(s)		Our opinions regarding the creation and perfection of security interests are subject to the effect of (i) the limitations on the existence and perfection of security interests in proceeds resulting from the operation of Section 9-315 of any applicable Uniform Commercial Code; (ii) the limitations in favor of buyers, licensees and lessees imposed by Sections 9-320, 9-321 and 9-323 of any applicable Uniform Commercial Code; (iii) the limitations with respect to documents, instruments and securities imposed by Section 9-331 and 8-303 of any applicable Uniform Commercial Code; (iv) other rights of persons in possession of money, instruments and proceeds constituting certificated securities; and (v) section 547 of the Bankruptcy Code with respect to preferential transfers and section 552 of the Bankruptcy Code with respect to any Security Agreement Collateral acquired by any Relevant Loan Party subsequent to the commencement of a case against or by such Loan Party under the Bankruptcy Code.

	(t)		In connection with New York only, we express no opinion with respect to any self-help remedies to the extent they vary from those available under the UCC or other applicable Uniform Commercial Code or with respect to any remedies otherwise inconsistent with the UCC (to the extent that the UCC is applicable thereto) or other applicable law (including, without limitation, any other applicable Uniform Commercial Code).

	(u)		We express no opinion as to the effect on the opinions expressed herein of the compliance or non-compliance of the Lenders, the Agents, the Collateral Agent or any

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			party (other than the Relevant Loan Parties) to the Documents with any state, federal or other laws or regulations applicable to them.

	(v)		A receiver or receiver and manager appointed pursuant to any of the Security Documents may, for certain purposes, be treated as the agent of the Collateral Agent and not solely the agent of a Relevant Loan Party, notwithstanding any provision in such documents to the contrary.

	(w)		We express no opinion regarding the perfection of a security interest in any real or personal property referred to in the Security Documents that is not subject to the PPSA, Article 9 or, to the extent applicable, Article 8 of the UCC.

	(x)		Article 9 of the UCC requires the filing of continuation statements within 6 months of the lapse date (which date is 5 years after the original filing date) in order to maintain the effectiveness of the filings referred to in our letter.

	(y)		Additional filings may be necessary if any of the Relevant Loan Parties changes its name, identity or corporate or organizational structure or the jurisdiction in which it is organized, any of its places of business, its chief executive office or any Article 9 Collateral is located.

	(z)		Our opinion in paragraph 27 above is based on the provisions of the Tax Act and the Corporations Tax Act (Ontario) and the regulations thereto, each as at the date hereof. Our opinion also takes into account proposed amendments to any of the foregoing which have been publicly announced prior to the date hereof. Our opinion is also based on relevant jurisprudence, as well as our understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (“CRA”) in particular as they relate to “change of control”, “asset sales”, and “casualty”. In addition, the CRA has not issued an advance tax ruling in connection with the Documents. Neither the CRA nor the courts are bound by our opinions expressed herein.

	(aa)		To the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions of the NY Documents, our opinion is rendered in reliance upon N.Y. Gen. Oblig. Law §§ 5-1405, 5-1402 (XxXxxxxx 2001) and N.Y. CPLR 327(b) (XxXxxxxx 2001) and is subject to the qualifications that such enforceability may be limited by public policy considerations of any jurisdiction, other then the courts of the State of New York, in which enforcement of such provisions, or of a judgment upon an agreement containing such provisions, is sought.

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This opinion is given as of the date hereof and may be relied upon only by the addressees hereof for the purposes of the transaction contemplated by this opinion. It may not be relied upon by any other person except an assignee or successor of the Agents or any Lender or for any other purpose, nor may it be quoted in whole or in part or otherwise referred to, without our prior written consent provided that copies of this opinion may be provided to governmental authorities having jurisdiction or oversight over any Lender or Agent including, without limitation, The National Association of Insurance Commissioners.

Very truly yours,

ACB/DGL/AED/DAD

SCHEDULE A

Canada

	a)		Novelis Cast House Technology Ltd. (“Cast House”)

	b)		4260848 Canada Inc. (“4260848”)

	c)		4260856 Canada Inc. (“4260856”)

	d)		AV Aluminum Inc. (“Aluminum”)

(collectively, the “Canadian Guarantors”). The Canadian Guarantors and the Canadian Borrower are collectively, the “Canadian Loan Parties”.

United States

	a)		Novelis Finances USA LLC (“Novelis Finances”)

	b)		Novelis South America Holdings LLC (“Novelis South America”)

	c)		Aluminum Upstream Holdings LLC (“Aluminum Upstream”)

	d)		Novelis PAE Corporation (“Novelis PAE”)

(collectively, the “Delaware Loan Parties”). The Delaware Loan Parties and Novelis Corp. are collectively, the “US Loan Parties”. The Delaware Loan Parties and the Canadian Loan Parties are collectively the “Relevant Loan Parties” and each individually a “Relevant Loan Party”.

Foreign

	(a)		Novelis UK Ltd. (“Novelis UK”)

	(b)		Novelis AG

	(c)		Novelis Europe Holdings Ltd. (“Holdings UK”)

	(d)		Novelis Deutschland GMBH (“Novelis GMBH”)

	(e)		Novelis Switzerland SA

	(f)		Novelis Technology AG (“Technology”)

	(g)		Novelis Aluminum Holding Company (“NAHC”)

	(h)		Novelis Do Brasil Ltda. (“Novelis Brasil”)

(collectively, the “Foreign Loan Parties”). The US Loan Parties, the Canadian Loan Parties, Novelis LP and the Foreign Loan Parties are collectively, the “Loan Parties” and individually, a “Loan Party”.

SCHEDULE B

Documents

Canada

	(a)		a Guarantee made by each of the Canadian Loan Parties and Novelis No. 1 Limited Partnership (“Novelis LP”) in favour of the Collateral Agent for the benefit of the Secured Parties;

	(b)		a Security Agreement made by the Canadian Borrower and each of the Canadian Guarantors and Novelis LP in favour of the Collateral Agent for the benefit of the Secured Parties (the “Ontario GSA”);

	(c)		a Demand Debenture made by the Canadian Borrower in favour of the Collateral Agent for the benefit of the Secured Parties (the “Debenture”);

	(d)		a Debenture Delivery Agreement made by the Canadian Borrower in favour of the Collateral Agent for the benefit of the Secured Parties;

	(e)		a Blocked Account Control Agreement between Royal Bank of Canada, the Canadian Borrower, the Collateral Agent and UBS AG Stamford Branch; and

	(f)		a Deposit Account Control Agreement among Citibank Canada, LaSalle Business Credit LLC, UBS AG, Stamford Branch and Novelis Corporation;

	(g)		a Deed of Hypothec made by the Canadian Borrower in favour of the Collateral Agent acting as fonde de pouvoir of the bondholders (as defined therein);

	(h)		a Bond made by the Canadian Borrower in favour of the Collateral Agent for the benefit of the Secured Parties;

	(i)		a Bond Pledge Agreement made by the Canadian Borrower in favour of the Collateral Agent for the benefit of the Secured Parties; and

	(j)		a Deed of Hypothec made by Novelis LP in favour of the Collateral Agent acting as fonde de pouvoir of the bondholders (as defined therein).

The documents listed in items (a) through (c) are collectively referred to as the “Ontario Security Documents”. The documents listed in items (a) though (f) are collectively referred to as the “Ontario Documents”.

United States

(a)

an Intercreditor Agreement made between UBS AG, Stamford Branch, in its capacity as Term Loan Administrative Agent and Term Loan Collateral Agent, LaSalle Business Credit LLC in its capacity as collateral agent under the Revolving Credit Agreement and the Loan Parties (the “Intercreditor Agreement”)

(b)

a Contribution, Intercompany, Contracting and Offset Agreement made between the Loan Parties;

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(c)

a Subordination Agreement made between the Loan Parties;

(d)

a Security Agreement made by the Canadian Borrower and the US Loan Parties in favour of the Collateral Agent for the benefit of the Lenders (the “US Security Agreement”);

(e)

a Patent Security Agreement made by Novelis Corp. and the Canadian Borrower in favour of the Collateral Agent for the benefit of the Lenders (the “Patent Security Agreement”)

(f)

a Trademark Security Agreement made by Novelis Corp. and the Canadian Borrower in favour of the Collateral Agent for the benefit of the Lenders (the “Trademark Security Agreement”);

(g)

an Intellectual Property Agreement made by Cast house in favour of the Collateral Agent for the benefit of the Lenders;

(h)

an Amended, Restated and Consolidated Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing made by Novelis Corp. in favour of the Collateral Agent for the benefit of the Lenders and in favour of LaSalle Business Credit LLC in its capacity as collateral agent under the Revolving Credit Agreement with respect to the property located in Oswego County, New York (the “NY Mortgage”);

(i)

a Deposit Account Control Agreement among Citibank Delaware, LaSalle Business Credit LLC, UBS AG, Stamford Branch and Novelis Corporation;

(j)

a Deposit Account Control Agreement among Bank of America, N.A., LaSalle Business Credit LLC, UBS AG, Stamford Branch and Novelis Corporation; and

(k)

a Deposit Account Control Agreement among National City Bank, LaSalle Business Credit LLC, UBS AG, Stamford Branch and Novelis Corporation.

The documents listed in items to (d) through (g) are collectively referred to as the “US Security Documents”. The documents listed in items (a) through (k) and the Credit Agreement are collectively referred to as the “NY Documents”. The U.S. Security Documents and the Ontario Security Documents are collectively referred to as the “Security Documents”. The Ontario Documents and the NY Documents are collectively referred to as the “Domestic Documents”.

Foreign

	(a)		a Share Kun-Pledge Agreement made by 4260848 and 4260856 in favour of the Collateral Agent for the benefit of the Lenders (governed by Korean law);

	(b)		a Share Mortgage made between the Canadian Borrower and the Collateral Agent with respect to the shares of Holdings UK (governed by English law);

	(c)		a Security Trust Deed made by the Canadian Borrower, among others, in favour of the Collateral Agent for the benefit of the Lenders (governed by English Law);

	(d)		a Quotas Pledge Agreement made by the Canadian Borrower in favour of the Collateral Agent for the benefit of the Lenders with respect to the quotas of Novelis Do Brasil Ltda (governed by Brazilian law); and

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(e)

a First Priority Pledge Agreement made by the Canadian Borrower, among others, in favour of the Collateral Agent for the benefit of the lenders with respect to the shares of Novelis Lamines France, Novelis Foil France and Novelis PAE SAS (governed by French law).

SCHEDULE C

Searches and Registrations

LIEN SEARCH RESULTS

SCHEDULE C

REGISTRATIONS:

We have made the registrations under the PPSA against the following Loan Parties as follows:

1. Novelis Inc, as indicated at item 1 of Appendix A;

2. 4260848 Canada Inc., as indicated at item 1 of Appendix B;

3. 4260856 Canada Inc., as indicated at item 1 of Appendix C;

4. Novelis Cast House Technology Ltd., as indicated at item 1 of Appendix D;

5. Novelis No. 1 Limited Partnership, as indicated at item 1 of Appendix E and item 0 xx Xxxxxxxx X; and

6. AV Aluminum Inc., as indicated at item 1 of Appendix F.

We have examined copies of the UCC-1 Financing Statements in favor of the Collateral Agent naming the following entities as debtors, to be filed with the Secretary of State of Delaware:

1. Novelis Finances USA LLC

2. Novelis South America Holdings LLC

3. Aluminum Upstream Holdings LLC

4. Novelis PAE Corporation

SEARCHES:

We made searches or inquiries for:

Ontario

Security or other interests in the personal property registered under the Personal Property Security Act (Ontario) as of June 27, 2007 for the following:

	-		Novelis Inc. — see attached Appendix A

	-		Arcustarget Inc. — clear

	-		4260848 Canada Inc. — see attached Appendix B

	-		4260856 Canada Inc. — see attached Appendix C

	-		Novelis Cast House Technology Ltd. — see attached Appendix D

	-		Cast House Technology Ltd. — see attached Appendix D

	-		Novelis No. 1 Limited Partnership — see attached Appendix E

	-		Societe En Commandite Novelis No. 1 — see attached Appendix E

	-		Novelis No. 1 Limited Partnership Societe En Commandite Novelis No. 1 — see attached Appendix E

	-		Societe En Commandite Novelis Xx. 0 Xxxxxxx Xx. 0 Limited Partnership — see attached Appendix E

	-		AV Aluminum Inc. — see attached Appendix F

	-		6703534 Canada Limited — clear

Notices of intention to give security under Section 427 of the Bank Act (Canada) registered in the Bank of Canada at Toronto, Ontario as of June 25, 2007:

	-		Novelis Inc. — clear

	-		Arcustarget Inc. — clear

	-		4260848 Canada Inc. — clear

	-		4260856 Canada Inc. — clear

	-		Novelis Cast House Technology Ltd. — clear

	-		Cast House Technology Ltd. — clear

	-		Novelis No. 1 Limited Partnership — clear

	-		Societe En Commandite Novelis No. 1 — clear

	-		AV Aluminum Inc — clear

	-		6703534 Canada Limited — clear

Judgments or Executions filed in the City of Toronto as of June 25, 2007:

	-		Novelis Inc. — clear

	-		Arcustarget Inc. — clear

	-		4260848 Canada Inc. — clear

	-		4260856 Canada Inc. — clear

	-		Novelis Cast House Technology Ltd. — clear

	-		Cast House Technology Ltd. — clear

	-		Novelis No. 1 Limited Partnership — clear

	-		Societe En Commandite Novelis No. 1 — clear

	-		AV Aluminum Inc — clear

	-		6703534 Canada Limited — clear

Judgments or Executions filed in (i) the County of Frontenac (Kingston), (ii) Regional Municipality of Peel (Brampton) and (iii) County of Wellington (Guelph) as of June 25, 2007:

	-		Novelis Inc. — clear

	-		Arcustarget Inc. — clear

	-		4260848 Canada Inc. — clear

	-		4260856 Canada Inc. — clear

	-		Novelis Cast House Technology Ltd. — clear

	-		Cast House Technology Ltd. — clear

	-		Novelis No. 1 Limited Partnership — clear

	-		Societe En Commandite Novelis No. 1 — clear

	-		AV Aluminum Inc — clear

	-		6703534 Canada Limited — clear

Assignments or proceedings under the Bankruptcy and Insolvency Act (Canada) as of June 20, 2007 recorded in the office of the Official Receiver:

	-		Novelis Inc. — clear

	-		Arcustarget Inc. — clear

	-		4260848 Canada Inc. — clear

	-		4260856 Canada Inc. — clear

	-		Novelis Cast House Technology Ltd. — clear

	-		Cast House Technology Ltd. — clear

	-		Novelis No. 1 Limited Partnership — clear

	-		Societe En Commandite Novelis No. 1 — clear

	-		AV Aluminum Inc. — clear

	-		6703534 Canada Limited — clear

Appendix A

Personal Property Security Act (“PPSA”)

We obtained a certificate from the Registrar of Personal Property Security with respect to Novelis Inc. (file currency: June 27, 2007) which discloses the following financing statements and financing change statements filed under the PPSA.

Registration/

File No. and

Renewal

Page

Registration No./

Period

Collateral

No.

Debtor(s)

Secured Party(ies)

Date of Registration

(years)

Classification

Comments

NOVELIS INC.

UBS AG, STAMFORD

636803406

9 YEARS

INVENTORY,

N/A

3399 PEACHTREE ROAD,

BRANCH

20070628145715301276

XXXXXXXXX,

XX, XXXXX 0000

000 XXXXXXXXXX

(XXXX 28, 2007)

ACCOUNTS,

ATLANTA, GEORGIA

BOULEVARD

OTHER,

30326

STAMFORD,

MOTOR

CONNECTICUT

VEHICLE

068901

INCLUDED

NOVELIS INC.

LASALLE BUSINESS

636803469

7 YEARS

INVENTORY,

N/A

3399 PEACHTREE ROAD,

CREDIT, LLC

20070628145715301282

XXXXXXXXX,

XX, XXXXX 0000

000 XXXXX XXXXXXX

(JUNE 28, 2007)

ACCOUNTS,

XXXXXXX, XXXXXXX

XXXXXX, XXXXX 000

XXXXX,

00000

XXXXXXX, XXXXXXXX

MOTOR

60603

VEHICLE

INCLUDED

4-6

NOVELIS NO. 1 LIMITED

CITICORP NORTH

635400351

10 YEARS

INVENTORY,

N/A

PARTNERSHIP SOCIETE

AMERICA, INC.

20070517092718626018

EQUIPMENT,

EN COMMANDITE

000 XXXXXXXXX XXXXXX

(MAY 17, 2007)

ACCOUNTS,

NOVELIS NO. 1

19TH FLOOR

OTHER

0000 XXX XXXXXX

XXX XXXX, XXX XXXX

MOTOR

JONQUIERE, QUEBEC

10013

VEHICLE

G7S 4K6

INCLUDED

- 5 -

Registration/

File No. and

Renewal

Page

Registration No./

Period

Collateral

No.

Debtor(s)

Secured Party(ies)

Date of Registration

(years)

Classification

Comments

SOCIETE EN

COMMANDITE NOVELIS
XX. 0 XXXXXXX XX. 0
LIMITED PARTNERSHIP

0000 XXX XXXXXX

XXXXXXXXX, XXXXXX

X0X 0X0

NOVELIS NO. 1 LIMITED

PARTNERSHIP

0000 XXX XXXXXX

XXXXXXXXX, XXXXXX

X0X 0X0

SOCIETE EN

COMMANDITE NOVELIS

NO. 1

0000 XXX XXXXXX

XXXXXXXXX, XXXXXX

X0X 0X0

NOVELIS INC.

000 XXXXX XXXXXX

XXXXXXX, XXXXXXX

X0X 0X0

4260848 CANADA INC.

000 XXXXX XXXXXX

XXXXXXX, XXXXXXX

X0X 0X0

- 6 -

Registration/

File No. and

Renewal

Page

Registration No./

Period

Collateral

No.

Debtor(s)

Secured Party(ies)

Date of Registration

(years)

Classification

Comments

7-8

NOVELIS INC.

IBM CANADA LIMITED -

629071218

4 YEARS

EQUIPMENT,

ALL PRESENT AND AFTER

000 XXXXX XXXXXX

PPSA ADMINISTRATOR

20060920145815303604

ACCOUNTS,

ACQUIRED GOODS SUPPLIED,

TORONTO, ONTARIO

0000 XXXXXXX XXXXXX

(SEPTEMBER 20, 2006)

OTHER

LEASED OR FINANCED BY THE

M8Z 1J5

EAST F4

SECURED PARTY, INCLUDING

MARKHAM, ONTARIO

BUT NOT LIMITED TO, ALL

L3R 9Z7

OFFICE MACHINES, OFFICE

EQUIPMENT, COMPUTER

HARDWARE, SOFTWARE AND

ALL ANCILLARY PRODUCTS

RELATED THERETO, AND ALL

UPGRADES, ADDITIONS AND

ACCESSIONS THERETO AND

THEREON AND ALL PROCEEDS

THEREFROM OF EVERY KIND

AND DESCRIPTION.

NOVELIS INC.

XXXXXXX FINANCIAL

628296453

6 YEARS

EQUIPMENT,

N/A

1 XXXXXX’X XXXX

SERVICES

20060824112340431762

OTHER

XXXXXXXX, XXXXXXX

0000 MEADOWVALE

(AUGUST 24, 2006)

X0X 0X0

BLVD., XXXXX 000

XXXXXXXXXXX, XXXXXXX

X0X 0X0

- 7 -

Registration/

File No. and

Renewal

Page

Registration No./

Period

Collateral

No.

Debtor(s)

Secured Party(ies)

Date of Registration

(years)

Classification

Comments

10-11

NOVELIS INC.

WAJAX FINANCE LTD.

626197239

4 YEARS

EQUIPMENT,

N/A

000 XXXXX XXXXXX

0000 XXXXX SERVICE

20060615144116165004

MOTOR

TORONTO, ONTARIO

ROAD

(JUNE 15, 2006)

VEHICLE

X0X 0X0

XXXXXXXXXX, XXXXXXX

XXXXXXXX

X0X 0X0

AMENDMENT

TO ADD A MOTOR VEHICLE

20060621144216165271

DESCRIPTION TO LINE 11 OF

(JUNE 21, 2006)

REGISTRATION NUMBER

20060615144116165004

YEAR: 1999

MAKE: HYSTER

MODEL: S120XL

V.I.N.: D004D07798W

12-13

NOVELIS INC.

CHRYSLER FINANCIAL

625510323

3 YEARS

EQUIPMENT,

AMOUNT SECURED: $31,907

0 XXXXXXX XXXX

0000 XXXXXXXX XXXX.

20060525195215311506

OTHER,

YEAR: 0000

XXXXXXXX, XXXXXXX

XXXX, 0XX FLOOR

(MAY 25, 2006)

MOTOR

MAKE: JEEP

X0X 0X0

XXXXXXXXXXX, XXXXXXX

VEHICLE

MODEL: LIBERTY

L4W 5N7

INCLUDED

V.I.N.: 0X0XX00X00X000000

DAIMLERCHRYSLER

FINANCIAL SERVICES

CANADA INC.

0000 XXXXXXXX XXXX.

XXXX, 0XX XXXXX

XXXXXXXXXXX, XXXXXXX

X0X 0X0

NOVELIS INC.

XEROX CANADA LTD.

624261483

4 YEARS

EQUIPMENT,

N/A

1 LAPPANS LANE

33 BLOOR STREET EAST

20060413100114626638

OTHER

XXXXXXXX, XXXXXXX

0XX XXXXX

(APRIL 13, 2006)

K7L 4Z5

XXXXXXX, XXXXXXX

X0X 0X0

- 8 -

Registration/

File No. and

Renewal

Page

Registration No./

Period

Collateral

No.

Debtor(s)

Secured Party(ies)

Date of Registration

(years)

Classification

Comments

15-16

NOVELIS INC.

DE XXXX XXXXXX

621564039

5 YEARS

EQUIPMENT,

ALL GOODS SUPPLIED BY THE

000 XXXXXXXX XXXXXX

FINANCIAL SERVICES

20051223132870298463

OTHER

SECURED PARTY PURSUANT TO

XXXXXXXX, XXXXXXX

XXXXXX INC.

(DECEMBER 23, 2005)

A LEASE BETWEEN THE DEBTOR

K7L 5L9

100-1235 NORTH SERVICE

AND THE SECURED PARTY,

ROAD WEST

TOGETHER WITH ALL PARTS

OAKVILLE, ONTARIO

AND ACCESSORIES THERETO

L6M 2W2

AND ACCESSION THERETO AND

ALL REPLACEMENTS OR

SUBSTITUTIONS FOR SUCH

GOODS AND PROCEEDS

THEREOF (PROCEEDS AS

DEFINED IN THE PERSONAL

PROPERTY SECURITY ACT

(ONTARIO)) AND ANY

INSURANCE PROCEEDS

RESULTING THERE FROM.

- 9 -

Registration/

File No. and

Renewal

Page

Registration No./

Period

Collateral

No.

Debtor(s)

Secured Party(ies)

Date of Registration

(years)

Classification

Comments

17-19

NOVELIS INC.

GE VEHICLE AND

621062946

5 YEARS

INVENTORY,

ALL PRESENT AND AFTER

3800 - 000 XXX XXXXXX

EQUIPMENT LEASING

20051206111412542199

EQUIPMENT,

ACQUIRED MOTOR VEHICLES,

TORONTO, ONTARIO

0000 XXXXX XXXXX

(DECEMBER 6, 2005)

ACCOUNTS,

TRAILERS, AND GOODS OF

M5J 2Z4

MISSISSAUGA, ONTARIO

OTHER,

XXXXXXXX XXXX XX

X0X 0X0

MOTOR

DESCRIPTION, NOW OR

VEHICLE

HEREAFTER LEASED BY THE

INCLUDED

SECURED PARTY TO THE

DEBTOR, TOGETHER WITH ALL

ADDITIONS, REPLACEMENT

PARTS, ACCESSIONS,

ATTACHMENTS AND

IMPROVEMENTS THERETO, AND

ALL PROCEEDS THEREOF,

INCLUDING MONEY, CHATTEL

PAPER, INTANGIBLES, GOODS,

DOCUMENTS OF TITLE,

SECURITIES, SUBSTITUTIONS,

ACCOUNTS RECEIVABLE,

RENTAL AND LOAN

CONTRACTS, ALL PERSONAL

PROPERTY RETURNED, TRADED

IN OR REPOSSESSED AND ALL

INSURANCE PROCEEDS AND

ANY OTHER FORM OF PROCEEDS

THEREOF.

- 10 -

Registration/

File No. and

Renewal

Page

Registration No./

Period

Collateral

No.

Debtor(s)

Secured Party(ies)

Date of Registration

(years)

Classification

Comments

20-22

XXXXX XXXXX

CHRYSLER FINANCIAL

618566337

3 YEARS

EQUIPMENT,

AMOUNT SECURED: $27,103

DATE OF BIRTH:

0000 XXXXXXXX XXXX X.

20050902194815315044

OTHER,

NO FIXED MATURITY DATE

OCTOBER 16, 1972

3RD FL

(SEPTEMBER 2, 2005)

MOTOR

000 XXXXXXXXXXX XX

XXXXXXXXXXX, XXXXXXX

VEHICLE

XXXXXXXX, XXXXXXX

X0X 0X0

INCLUDED

K7P 2C5

DAIMLERCHRYSLER

SERVICES CANADA INC.

0000 XXXXXXXX XXXX X.

0XX XX

XXXXXXXXXXX, XXXXXXX

X0X 0X0

NOVELIS INC.

AMENDMENT

REMOVE DEBTOR FROM THE

0 XXXXXXX XXXX

20070323145415309402

REGISTRATION

KINGSTON, ONTARIO

(MARCH 23, 2007)

X0X 0X0

NOVELIS INC. 1188

CITICORP NORTH

611605296

10 YEARS

INVENTORY,

N/A

SHERBROOKE

AMERICA, INC., AS

20041223153018620300

EQUIPMENT,

STREET WEST

ADMINISTRATIVE AGENT

(DECEMBER 23, 2004)

ACCOUNTS,

MONTREAL, QUEBEC

000 XXXXXXXXX XXXXXX

XXXXX,

X0X 0X0

XXX XXXX, XX 00000

MOTOR

VEHICLE

INCLUDED

- 11 -

Registration/

File No. and

Renewal

Page

Registration No./

Period

Collateral

No.

Debtor(s)

Secured Party(ies)

Date of Registration

(years)

Classification

Comments

24-26

NOVELIS INC.

XEROX CANADA LTD.

895711734

3 YEARS

EQUIPMENT,

N/A

0 XXXXXXX XXXX

0000 XXXXX XXXXXX

20030624113517152013

OTHER

XXXXXXXX, XXXXXXX

XXXXX XXXX, XXXXXXX

(JUNE 24, 2003)

K7K 6Y8

X0X 0X0

AMENDMENT

TO AMEND DEBTOR’S NAME

20050324171114620028

FROM ALCAN INC. TO NOVELIS

(MARCH 24, 2005)

INC.

RENEWAL

20050324171114620029

RENEWED FOR A PERIOD OF 2

(MARCH 24, 2005)

YEARS.

APPENDIX B

Personal Property Security Act (“PPSA”)

We obtained a certificate from the Registrar of Personal Property Security with respect to 4260848 Canada Inc. (file currency: June 27, 2007) which discloses the following financing statements and financing change statements filed under the PPSA.

Registration/

File No. and

Renewal

Page

Registration No./

Period

Collateral

No.

Debtor(s)

Secured Party(ies)

Date of Registration

(years)

Classification

Comments

4260848 CANADA INC. 000 XXXXX XXXXXX

UBS AG, STAMFORD BRANCH

636803415
20070628145715301277

9 YEARS

INVENTORY,
EQUIPMENT,

N/A

TORONTO, ONTARIO

677 WASHINGTON

(JUNE 28, 2007)

ACCOUNTS,

X0X 0X0

BOULEVARD

OTHER,

STAMFORD,

MOTOR

CONNECTICUT

VEHICLE

068901

INCLUDED

3-5

NOVELIS NO. 1 LIMITED

UBS AG, STAMFORD

636803442

9 YEARS

INVENTORY,

N/A

PARTNERSHIP

BRANCH

20070628145715301280

EQUIPMENT,

0000 XXX XXXXXX

000 XXXXXXXXXX

(JUNE 28, 2007)

ACCOUNTS,

JONQUIERE, XXXXXX

XXXXXXXXX

XXXXX,

X0X 0X0

STAMFORD,

MOTOR

CONNECTICUT

VEHICLE

SOCIETE EN

068901

INCLUDED

COMMANDITE NOVELIS

NO. 1

0000 XXX XXXXXX

XXXXXXXXX, XXXXXX

X0X 0X0

NOVELIS XX. 0 XXXXXXX

XXXXXXXXXXX XXXXXXX

XX XXXXXXXXXX

XXXXXXX XX. 0

0000 XXX XXXXXX

XXXXXXXXX, XXXXXX

X0X 0X0

- 13 -

Registration/

File No. and

Renewal

Page

Registration No./

Period

Collateral

No.

Debtor(s)

Secured Party(ies)

Date of Registration

(years)

Classification

Comments

SOCIETE EN

COMMANDITE NOVELIS

XX. 0 XXXXXXX XX. 0 LIMITED PARTNERSHIP

0000 XXX XXXXXX

XXXXX0XXX, XXXXXX

X0X 0X0

4260848 CANADA INC.

000 XXXXX XXXXXX

XXXXXXX, XXXXXXX

X0X 0X0

4260848 CANADA INC.

LASALLE BUSINESS

636803478

7 YEARS

INVENTORY,

N/A

000 XXXXX XXXXXX

CREDIT, LLC

20070628145715301283

EQUIPMENT,

TORONTO, ONTARIO

000 XXXXX XXXXXXX

(JUNE 28, 2007)

ACCOUNTS,

X0X 0X0

STREET, SUITE 425

OTHER,

CHICAGO, ILLINOIS

MOTOR

60603

VEHICLE

INCLUDED

7-9

NOVELIS NO. 1 LIMITED

LASALLE BUSINESS

636803505

7 YEARS

INVENTORY,

N/A

PARTNERSHIP

CREDIT, LLC

20070628145715301286

EQUIPMENT,

0000 XXX XXXXXX

000 XXXXX XXXXXXX

(JUNE 28, 2007)

ACCOUNTS,

JONQUIERE, XXXXXX

XXXXXX, XXXXX 000

XXXXX,

X0X 0X0

CHICAGO, ILLINOIS

MOTOR

60603

VEHICLE

INCLUDED

SOCIETE EN

COMMANDITE NOVELIS

NO. 1

0000 XXX XXXXXX

XXXXXXXXX, XXXXXX

X0X 0X0

NOVELIS XX. 0 XXXXXXX

XXXXXXXXXXX XXXXXXX

XX XXXXXXXXXX

XXXXXXX XX. 0

0000 XXX XXXXXX

XXXXXXXXX, XXXXXX

X0X 0X0

- 14 -

Registration/

File No. and

Renewal

Page

Registration No./

Period

Collateral

No.

Debtor(s)

Secured Party(ies)

Date of Registration

(years)

Classification

Comments

SOCIETE EN

COMMANDITE NOVELIS

NO. 1 NOVELIS NO. 1

LIMITED PARTNERSHIP

2040 XXX STREET

JONQU1ERE, QUEBEC

G7S 4K6

4260848 CANADA INC.

191 XXXXX AVENUE

TORONTO, ONTARIO

M8Z 1J5

10-12

NOVELIS NO. 1 LIMITED

CITICORP NORTH

635400351

10 YEARS

INVENTORY,

N/A

PARTNERSHIP SOCIETE

AMERICA, INC.

20070517092718626018

EQUIPMENT,

EN COMMANDITE

388 GREENWICH STREET

(MAY 17, 2007)

ACCOUNTS,

NOVELIS NO. 1

19TH FLOOR

OTHER

2040 XXX STREET

NEW YORK, NEW YORK

MOTOR

JONQUIERE, QUEBEC

10013

VEHICLE

G7S 4K6

INCLUDED

SOCIETE EN

COMMANDITE NOVELIS

NO. 1 NOVELIS NO. 1

LIMITED PARTNERSHIP

2040 XXX STREET

JONQUIERE, QUEBEC

G7S 4K6

NOVELIS NO. 1 LIMITED

PARTNERSHIP

2040 XXX STREET

JONQUIERE, QUEBEC

G7S 4K6

SOCIETE EN

COMMANDITE NOVELIS

NO. 1

2040 XXX STREET

JONQUIERE, QUEBEC

G7S 4K6

- 15 -

Registration/

File No. and

Renewal

Page

Registration/

Period

Collateral

No.

Debtor(s)

Secured Party(ies)

Date of Registration

(years)

Classification

Comments

NOVELIS INC.

191 XXXXX AVENUE

TORONTO, ONTARIO

M8Z 1J5

4260848 CANADA INC.

191 XXXXX AVENUE

TORONTO, ONTARIO

M8Z 1J5

13-14

4260848 CANADA INC.

CITICORP NORTH

611605332

10 YEARS

INVENTORY,

N/X

XXXXX 0000, XXXXX

XXXXXXX, INC., AS

20041223153218620301

EQUIPMENT,

BANK PLAZA, SOUTH

ADMINISTRATIVE AGENT

(DECEMBER 23, 2004)

ACCOUNTS,

TOWER

390 GREENWICH STREET

OTHER,

200 BAY STREET

NEW YORK, NY

MOTOR

P.O BOX 84

10013

VEHICLE

TORONTO, ONTARIO

INCLUDED

M5J 2Z4

APPENDIX C

Personal Property Security Act (“PPSA”)

We obtained a certificate from the Registrar of Personal Property Security with respect to 4260856 Canada Inc. (file currency: June 27, 2007) which discloses the following financing statements and financing change statements filed under the PPSA.

Registration/

File No. and

Renewal

Page

Registration No./

Period

Collateral

No.

Debtor(s)

Secured Party(ies)

Date of Registration

(years)

Classification

Comments

4260856 CANADA INC.

UBS AG, STAMFORD

636803424

9 YEARS

INVENTORY,

N/A

191 XXXXX AVENUE

BRANCH

20070628145715301278

EQUIPMENT,

TORONTO, ONTARIO

677 WASHINGTON

(JUNE 28, 2007)

ACCOUNTS,

M8Z 1J5

BOULEVARD

OTHER,

STAMFORD,

MOTOR

CONNECTICUT.

VEHICLE

068901

INCLUDED

4260856 CANADA INC.

LASALLE BUSINESS

636803487

7 YEARS

INVENTORY,

N/A

191 XXXXX AVENUE

CREDIT, LLC

20070628145715301284

EQUIPMENT,

TORONTO, ONTARIO

135 SOUTH LASALLE

(JUNE 28, 2007)

ACCOUNTS,

M8Z 1J5

STREET, SUITE 425

OTHER,

CHICAGO, ILLINOIS

MOTOR

60603

VEHICLE

INCLUDED

4-5

4260856 CANADA INC.

CITICORP NORTH

611605377

10 YEARS

INVENTORY,

N/X

XXXXX 0000, XXXXX

XXXXXXX, INC., AS

20041223153418620302

EQUIPMENT,

BANK PLAZA, SOUTH

ADMINISTRATIVE AGENT

(DECEMBER 23, 2004)

ACCOUNTS,

TOWER

390 GREENWICH STREET

OTHER,

200 BAY STREET

NEW YORK, NY

MOTOR

P.O BOX 84

10013

VEHICLE

TORONTO, ONTARIO

INCLUDED

M5J 2Z4

APPENDIX D

Personal Property Security Act (“PPSA”)

We obtained a certificate from the Registrar of Personal Property Security with respect to Novelis Cast House Technology Ltd. (file currency: June 27, 2007) which discloses the following financing statements and financing change statements filed under the PPSA.

Registration/

File No. and

Renewal

Page

Registration No./

Period

Collateral

No.

Debtor(s)

Secured Party(ies)

Date of Registration

(years)

Classification

Comments

NOVELIS CAST HOUSE

UBS AG, STAMFORD

636803433

9 YEARS

INVENTORY,

N/A

TECHNOLOGY LTD.

BRANCH

20070628145715301279

EQUIPMENT,

191 XXXXX AVENUE

677 WASHINGTON

(JUNE 28, 2007)

ACCOUNTS,

TORONTO, ONTARIO

BOULEVARD

OTHER,

M8Z 1J5

STAMFORD,

MOTOR

CONNECTICUT

VEHICLE

068901

INCLUDED

NOVELIS CAST HOUSE

LASALLE BUSINESS

636803496

7 YEARS

INVENTORY,

N/A

TECHNOLOGY LTD.

CREDIT, LLC

20070628145715301285

EQUIPMENT,

191 XXXXX AVENUE

135 SOUTH LASALLE

(JUNE 28, 2007)

ACCOUNTS,

TORONTO, ONTARIO

STREET, SUITE 425

OTHER,

M8Z 1J5

CHICAGO, ILLINOIS

MOTOR

60603

VEHICLE

INCLUDED

4-5

NOVELIS CAST HOUSE

CITICORP NORTH

611605386

10 YEARS

INVENTORY,

N/A

TECHNOLOGY LTD.

AMERICA, INC., AS

20041223153618620303

EQUIPMENT,

6711 MISSISSAUGA

ADMINISTRATIVE AGENT

(DECEMBER 23, 2004)

ACCOUNTS,

ROAD, SUITE 708

390 GREENWICH STREET

OTHER,

MISSISSAUGA, ONTARIO L5N 2W3

NEW YORK, NY 10013

AMENDMENT 20050107142518620896 (JANUARY 7, 2005)

MOTOR VEHICLE INCLUDED

TO CHANGE DEBTOR NAME ON LINE 3 OF REGISTRATION NO. 20041223153618620303 TO NOVELIS CAST HOUSE TECHNOLOGY LTD.

APPENDIX E

Personal Property Security Act (“PPSA”)

We obtained a certificate from the Registrar of Personal Property Security with respect to Novelis No. 1 Limited Partnership Societe En Commandite Novelis No. 1 (file currency: June 27, 2007) which discloses the following financing statements and financing change statements filed under the PPSA.

Registration/

File No. and

Renewal

Page

Registration No./

Period

Collateral

No.

Debtor(s)

Secured Party(ies)

Date of Registration

(years)

Classification

Comments

2-4

NOVELIS NO. 1 LIMITED

UBS AG, STAMFORD

636803442

9 YEARS

INVENTORY,

N/A

PARTNERSHIP

BRANCH

20070628145715301280

EQUIPMENT,

2040 XXX STREET

677 WASHINGTON

(JUNE 28, 2007)

ACCOUNTS,

JONQUIERE, QUEBEC

BOULEVARD

OTHER,

G7S 4K6

STAMFORD,

MOTOR

CONNECTICUT

VEHICLE

SOCIETE EN

068901

INCLUDED

COMMANDITE NOVELIS

NO. 1

2040 XXX STREET

JONQUIERE, QUEBEC

G7S 4K6

NOVELIS NO. 1 LIMITED

PARTNERSHIP SOCIETE

EN COMMANDITE

NOVELIS NO. 1

2040 XXX STREET

JONQUIERE, QUEBEC

G7S 4K6

SOCIETE EN

COMMANDITE NOVELIS

NO. 1 NOVELIS NO. 1

LIMITED PARTNERSHIP

2040 XXX STREET

JONQUIERE, QUEBEC

G7S 4K6

- 19 -

Registration/

File No. and

Renewal

Page

Registration No./

Period

Collateral

No.

Debtor(s)

Secured Party(ies)

Date of Registration

(years)

Classification

Comments

4260848 CANADA INC.

190 XXXXX XXXXXX

XXXXXXX, XXXXXXX

X0X XJ5

5-7

NOVELIS NO. 1

LASALLE BUSINESS

636803505

7 YEARS

INVENTORY,

N/A

LIMITED PARTNERSHIP

CREDIT, LLC

20070628145715301286

EQUIPMENT,

2040 XXX STREET

135 SOUTH LASALLE

(JUNE 28, 2007)

ACCOUNTS,

JONQUIERE, QUEBEC

STREET, SUITE 425

OTHER,

G7S 4K6

CHICAGO, ILLINOIS

MOTOR

60603

VEHICLE

SOCIETE EN

INCLUDED

COMMANDITE NOVELIS

NO. 1

2040 XXX STREET

JONQUIERE, QUEBEC

G7S 4K6

NOVELIS NO. 1 LIMITED

PARTNERSHIP SOCIETE

EN COMMANDITE

NOVELIS NO. 1

2040 XXX STREET

JONQUIERE, QUEBEC

G7S 4K6

SOCIETE EN

COMMANDITE NOVELIS

NO. 1 NOVELIS NO. 1

LIMITED PARTNERSHIP

2000 XXX XXXXXX

X0X 0X0

0000000 XXXXXX XNC.

190 XXXXX XXXXXX

XXXXXXX, XXXXXXX

X0X XJ5

- 20 -

Registration/

File No. and

Renewal

Page

Registration No./

Period

Collateral

No.

Debtor(s)

Secured Party(ies)

Date of Registration

(years)

Classification

Comments

8-10

NOVELIS NO. 1 LIMITED

CITICORP NORTH

635400351

10 YEARS

INVENTORY,

N/A

PARTNERSHIP SOCIETE

AMERICA, INC.

20070517092718626018

EQUIPMENT,

EN COMMANDITE

388 GREENWICH STREET

(MAY 17, 2007)

ACCOUNTS, OTHER,

NOVELIS NO. 1

19TH FLOOR

MOTOR VEHICLE

2040 XXX STREET

NEW YORK, NEW YORK

INCLUDED

JONQUIERE, QUEBEC

10013

G7S 4K6

SOCIETE EN

COMMANDITE NOVELIS

NO. 1 NOVELIS NO. 1

LIMITED PARTNERSHIP

2040 XXX STREET

JONQUIERE, QUEBEC

G7S 4K6

NOVELIS NO. 1

LIMITED PARTNERSHIP

2040 XXX STREET

JONQUIERE, QUEBEC

G7S 4K6

SOCIETE EN

COMMANDITE NOVELIS

NO. 1

2040 XXX STREET

JONQUIERE, QUEBEC G7S 4K6

NOVELIS INC.

191 XXXXX AVENUE

TORONTO, ONTARIO

M8Z 1J5

4260848 CANADA INC.

191 XXXXX AVENUE

TORONTO, ONTARIO

M8Z 1J5

APPENDIX F

Personal Property Security Act (“PPSA”)

We obtained a certificate from the Registrar of Personal Property Security with respect to AV Aluminum Inc. (file currency: June 27, 2007) which discloses the following financing statements and financing change statements filed under the PPSA.

Registration/

File No. and

Renewal

Page

Registration No./

Period

Collateral

No.

Debtor(s)

Secured Party(ies)

Date of Registration

(years)

Classification

Comments

AV ALUMINUM INC.

UBS AG, STAMFORD

636803397

9 YEARS

INVENTORY,

N/A

3399 PEACHTREE ROAD

BRANCH 677

20070628145715301275

EQUIPMENT,

NE, SUITE 1500

WASHINGTON

(JUNE 28, 2007)

ACCOUNTS, OTHER,

ATLANTA, GEORGIA

BOULEVARD STAMFORD,

MOTOR VEHICLE

30326

CONNECTICUT
068901

INCLUDED

AV ALUMINUM INC.

LASALLE BUSINESS

636803451

7 YEARS

INVENTORY,

N/A

3399 PEACHTREE ROAD

CREDIT, LLC

20070628145715301281

EQUIPMENT,

NE SUITE 1500

135 SOUTH LASALLE

(JUNE 28, 2007)

ACCOUNTS, OTHER,

ATLANTA, GEORGIA

STREET, SUITE 425

MOTOR VEHICLE

30326

CHICAGO, ILLINOIS

INCLUDED

60603

LIEN SEARCH RESULTS

NOVELIS FINANCES USA LLC
(Delaware)


			U.S.
Type of	Secretary of	U.S. District	Bankruptcy
Search	State	Court	Court
UCC Filing	R/C 1* As of 5/25/07

Federal Tax Liens	R/C As of 5/25/07

Federal Judgment		R/C As of 6/7/07

Federal Defendant Suit		R/C As of 6/7/07

Bankruptcy			R/C As of 6/7/07

*UCC Filings

1 Record on File:

Debtor: Finances USA LLC
Secured Party: Citicorp North America, Inc.
Registration No.: 63648672

LIEN SEARCH RESULTS

NOVELIS SOUTH AMERICA HOLDINGS LLC

(Delaware)


			U.S.
Type of	Secretary of	U.S. District	Bankruptcy
Search	State	Court	Court
UCC Filing	R/C 1* As of 5/25/07

Federal Tax Liens	R/C As of 5/25/07

Federal Judgment		R/C As of 6/7/07

Federal Defendant Suit		R/C As of 6/7/07

Bankruptcy			R/C As of 6/7/07

*UCC Filings

1 Record on File:

Debtor: Novelis South America Holdings LLC
Secured Party: Citicorp North America, Inc.
Registration No.: 63648615

LIEN SEARCH RESULTS

ALUMINUM UPSTREAM HOLDINGS LLC

(District of Columbia)


			U.S.
Type of	Secretary of	U.S. District	Bankruptcy
Search	State	Court	Court
UCC Filing	R/C 1* As of 5/25/07

Federal Tax Liens	R/C As of 5/25/07

Federal Judgment		R/C As of 6/7/07

Federal Defendant Suit		R/C As of 6/7/07

Bankruptcy			R/C As of 6/7/07

*UCC Filings

1 Record on File:

Debtor: Aluminum Upstream Holdings LLC
Secured Party: Citicorp North America, Inc.
Registration No.: 63648573

LIEN SEARCH RESULTS

NOVELIS PAE CORPORATION

(Delaware)


			U.S.
Type of	Secretary of	U.S. District	Bankruptcy
Search	State	Court	Court
UCC Filing	R/C 1* As of 5/25/07

Federal Tax Liens	R/C As of 6/7/07

Federal Judgment		R/C As of 6/7/07

Federal Defendant Suit		R/C As of 6/7/07

Bankruptcy			R/C As of 6/7/07

*UCC Filings

1 Record on File:

Debtor: Novelis PAE Corporation
Secured Party: Citicorp North America, Inc.
Registration No.: 501404427

LIEN SEARCH RESULTS

NOVELIS PAE CORPORATION

(Connecticut)


			Stamford
			Norwalk	U.S.	U.S.
Type of	Secretary of	Stamford	Judicial	District	Bankruptcy
Search	State	City Clerk	District	Court	Court
Federal Tax Liens	R/C As of 6/5/07	R/C As of 6/7/07

State Tax Liens	R/C As of 6/4/07	R/C As of 6/7/07

Federal Judgment				R/C As of 6/7/07

Federal Defendant Suit				R/C As of 6/7/07

Judgment Liens	R/C As of 6/4/07	R/C As of 6/7/07	R/C As of 6/8/07

Local Defendant Suit			R/C As of 6/8/07

Bankruptcy					R/C As of 6/8/07

SCHEDULE D

NY Real Property Recording Requirements

(a)		Record the NY Mortgage with the Office of the Oswego County Clerk, Oswego, New York (the “County Recorder”);

(b)		record the Financing Statement described in Paragraph 30 hereof (the “Financing Statement”) with the County Recorder; and

(c)		prior to the expiration of each period of five (5) years following the initial recording of the Financing Statement, so long as the Collateral Agent is permitted to maintain a lien on the UCC Property pursuant to the terms of the Credit Agreement, record a continuance thereof with the County Recorder.

EXHIBIT O

Form of
SOLVENCY CERTIFICATE

July 6, 2007

The undersigned, the chief financial officer each of the Loan Parties, hereby certifies on behalf of such Loan Party and for the benefit of the Lenders and the Administrative Agent that:

1. This Certificate is provided pursuant to Section 4.01 (h) of, and in connection with the consummation of the transactions contemplated by, the Credit Agreement, dated as of July 6, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among NOVELIS INC., a corporation formed under the Canada Business Corporations Act, NOVELIS CORPORATION, a Texas corporation, AV ALUMINUM INC., a corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in the Credit Agreement), the Lenders, UBS AG, STAMFORD BRANCH, as administrative agent for the Lenders, UBS AG, STAMFORD BRANCH, as collateral agent for the Secured Parties, the other agents party thereto, and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers.

2. At the time of and immediately after the consummation of the Transactions to occur on the Closing Date, and at the time of and immediately following the making of each Loan and after giving effect to the application of the proceeds of each Loan and the operation of the Contribution, Intercompany, Contracting and Offset Agreement, (a) the fair value of the assets of each Loan Party (individually and on a consolidated basis with its Subsidiaries) will exceed its debts and liabilities, subordinated, contingent, prospective or otherwise; (b) the present fair saleable value of the property of each Loan Party (individually and on a consolidated basis with its Subsidiaries) will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent, prospective or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party (individually and on a consolidated basis with its Subsidiaries) will be able to pay its debts and liabilities, subordinated, contingent, prospective or otherwise, as such debts and liabilities become absolute and matured; (d) each Loan Party (individually and on a consolidated basis with its Subsidiaries) will not have unreasonably small capital with which to conduct its business in which it is engaged as such business is now conducted and is proposed to be conducted following the Closing Date; and (e) each Loan Party is not “insolvent” as such term is defined under any bankruptcy, insolvency or similar laws of any jurisdiction in which any Loan Party is organized or incorporated (as applicable), or otherwise unable to pay its debts as they fall due.

[Signature Page Follows]

EXHIBIT O-1

In Witness Whereof, the undersigned has executed this certificate on the date first written above.


	NOVELIS CORPORATION
	By:
		Name:
		Title:

	NOVELIS PAE CORPORATION
	By:
		Name:
		Title:

	NOVELIS, INC.
	By:
		Name:
		Title:

	NOVELIS UK LTD
	By:
		Name:
		Title:

EXHIBIT O-2


	NOVELIS AG
	By:
		Name:
		Title:

	AV ALUMINUM INC.
	By:
		Name:
		Title:

	NOVELIS CAST HOUSE TECHNOLOGY LTD.
	By:
		Name:
		Title:

	4260848 CANADA INC.
	By:
		Name:
		Title:

EXHIBIT O-3


	4260856 CANADA INC.
	By:
		Name:
		Title:

	NOVELIS NO. 1 LIMITED PARTNERSHIP
	By:
		Name:
		Title:

	NOVELIS FINANCES USA LLC
	By:
		Name:
		Title:

	NOVELIS SOUTH AMERICA HOLDINGS LLC
	By:
		Name:
		Title:

EXHIBIT O-4


	ALUMINUM UPSTREAM HOLDINGS LLC
	By:
		Name:
		Title:

	NOVELIS EUROPE HOLDINGS LIMITED
	By:
		Name:
		Title:

	NOVELIS DEUTSCHLAND GMBH
	By:
		Name:
		Title:

	NOVELIS SWITZERLAND SA
	By:
		Name:
		Title:

EXHIBIT O-5


	NOVELIS TECHNOLOGY AG
	By:
		Name:
		Title:

	NOVELIS ALUMINIUM HOLDING COMPANY
	By:
		Name:
		Title:

	NOVELIS DO BRASIL LTDA
	By:
		Name:
		Title:

EXHIBIT O-6

EXHIBIT P

Form of Intercompany Note

PROMISSORY NOTE



[Currency][Loan Amount]		Date: [Date]

FOR VALUE RECEIVED, the undersigned [INTERCOMPANY BORROWER], a company organized under the laws of [Intercompany Jurisdiction] (“Borrower”), HEREBY PROMISES TO PAY to the order of [INTERCOMPANY LENDER], a [Type of Entity] organized under the laws of [Intercompany Lender Jurisdiction] (“Lender”) on [Term Loan Maturity Date] (the “Maturity Date”) and in accordance with the terms and conditions of the Subordination Agreements (as defined below) the principal sum of [ ] or, if less, the aggregate principal amount of the Advances (as defined below) made by Lender to the Borrower pursuant to Section 1 below.

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Intercreditor Agreement, dated as of July 6, 2007 (as amended, restated, supplemented, modified or replaced from time to time, the “Intercreditor Agreement”), by and among NOVELIS INC., a corporation formed under the Canada Business Corporations Act, NOVELIS CORPORATION, a Texas corporation, NOVELIS PAE CORPORATION, a Delaware corporation, NOVELIS FINANCES USA LLC, a Delaware limited liability company, NOVELIS SOUTH AMERICA HOLDINGS LLC, a Delaware limited liability company, ALUMINUM UPSTREAM HOLDINGS LLC, a Delaware limited liability company, NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596, NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland, AV ALUMINUM INC., a corporation formed under the Canada Business Corporations Act (“Holdings”), the subsidiaries of Holdings from time to time party thereto, ABN AMRO BANK N.V., as administrative agent for the Revolving Credit Lenders (as defined in the Intercreditor Agreement), LA SALLE BUSINESS CREDIT, LLC, as collateral agent for the Revolving Credit Claimholders (as defined in the Intercreditor Agreement) and as funding agent, ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent for the Revolving Credit Claimholders, and as Canadian funding agent, and UBS AG, STAMFORD BRANCH, as administrative agent for the Term Loan Lenders (as defined in the Intercreditor Agreement) and as collateral agent for the Term Loan Claimholders (as defined in the Intercreditor Agreement) and certain other persons which may be or become parties thereto or become bound thereto from time to time. Reference is hereby made to (i) the Subordination Agreement, dated as of July 6, 2007 (the “Revolving Credit Subordination Agreement”), among Holdings, the subsidiaries of Holdings party thereto and LASALLE BUSINESS CREDIT, LLC, as funding agent and as collateral agent, (ii) the Subordination Agreement, dated as of July [ ], 2007 (the “Term Loan Subordination Agreement” and, together with the Revolving Credit Subordination Agreement, the “Subordination Agreements”), among Holdings, the subsidiaries of Holdings party thereto and UBS AG, STAMFORD BRANCH, as administrative agent and as collateral agent, (iii) the Contribution, Intercompany, Contracting and Offset Agreement, dated as of July 6, 2007 (the “Revolving Credit CICO Agreement”), among Holdings, the subsidiaries of Holdings party thereto and LASALLE BUSINESS CREDIT, LLC, as funding agent and as collateral agent, (iv) the Contribution, Intercompany, Contracting and Offset Agreement, dated as of July [ ], 2007 (the “Term Loan CICO Agreement” and, together with the Revolving Credit

CICO Agreement, the “CICO Agreements”), among Holdings, the subsidiaries of Holdings party thereto and UBS AG, STAMFORD BRANCH, as administrative agent and as collateral agent.

1. Loan. The principal amount stated above (the “Advances”) has been loaned to the Borrower by the Lender subject to the terms and conditions hereof and of the Subordination Agreements, the CICO Agreements, the Revolving Credit Agreement and the Term Loan Agreement. Subject to the terms and conditions hereof and of the Subordination Agreements, the CICO Agreements, the Revolving Credit Agreement and the Term Loan Agreement, the Borrower may prepay the Advances under this Promissory Note without premium or penalty.

2. Interest. (a) The Advances shall bear interest at a rate per annum equal to [ ]% (computed on the basis of year of [360]¹[365]² days), payable until the Maturity Date. The Borrower promises to pay interest on the unpaid principal amount of Advances from the date hereof until such principal amount is paid in full. Interest accrued on the amount of all other obligations hereunder shall be payable on demand from and after the time such obligation becomes due and payable (whether by acceleration or otherwise). [Interest on the amount of all obligations hereunder shall continue to accrue after the beginning of any bankruptcy or insolvency proceeding involving the Borrower, whether or not allowed in such proceeding.]³ [In the event that accrued interest is not paid cash, it will compound on an annual basis in accordance with article 1154 of the French Civil Code.]⁴

[(b) To comply with the provisions of article L. 314 of the French Monetary and Financial Code (Code Monétaire et Financier), the Borrower and the Lender agree that the effective global rate for the facility is [ ]% per annum and [ ]% per quarter.]⁵

[(b) Notwithstanding any other provision of this Promissory Note, it is understood that the interest rate applicable hereunder in no event shall exceed the maximum interest rate permitted by Law no. 108 of March 7, 1996 (disposizioni in materia di usura) and related implementation regulations and subsequent amendments and/or repeals. Should, by any means, the interest rate due pursuant to the Section 2 above exceed the maximum rate permitted under applicable law, the interest rate applicable shall be automatically reduced as necessary to allow the interest rate applicable to be in compliance with any applicable law.]⁶

[(b) Notwithstanding any other provisions of this Promissory Note, in no such event shall, if applicable, any: (i) an increase of the applicable interest rate triggered by the late payment of an overdue amount exceed 0.5% per annum on the outstanding principal amount due (article 1907 Belgian Civil Code); (ii) prepayment and related fees exceed six months of interest on the pre-paid amount, calculated at the rate of interest accruing on the principal amount (1907 bis Belgian Civil Code); (iii) interest be claimed on overdue interest, unless (A) the overdue interest has accrued over a period of at least one year, and (B) the interest has formally been claimed by the Lender, or the Borrower has agreed to it, after such period has effectively passed


¹		Insert for borrowers other than UK borrowers.

²		Insert for UK borrowers.

³		Delete for German [or Swiss] borrowers.

⁴		Insert for French borrowers.

⁵		Insert for French borrower if there are no charges other than interest (insert interest rate from Section 2(a) above).

⁶		Insert for Italian borrower.

(article 1154 Belgian Civil Code); and (iv) the aggregate annual interest rate applicable in this Promissory Note exceed the maximum permitted by the Belgian Civil Code and other Requirements of Law from time to time in force in Belgium.]⁷

[(b) [Interest Act (Canada). For purposes of the Interest Act (Canada), whenever in this Promissory Note any interest is calculated on the basis of a period of time other than a year of 365 or 366 days, as applicable, the annual rate of interest to which each rate of interest utilized pursuant to such calculation is equivalent is such rate so utilized multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by the number of days used in such calculation. For the purposes of the Interest Act (Canada), the principle of deemed reinvestment of interest will not apply to any interest calculation under this Promissory Note, and the rates of interest stipulated in this Promissory Note are intended to be nominal rates and not effective rates or yields.

(c) Criminal Interest Rate. (i) If any provision of this Promissory Note would obligate the Borrower to make any payment of interest or other amount payable to the Lender hereunder in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the Lender of interest at a criminal rate (as construed under the Criminal Code (Canada)), then notwithstanding that provision, that amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or result in a receipt by the Lender of interest at a criminal rate, the adjustment to be effected, to the extent necessary, (A) first, by reducing the amount or rate of interest required to be paid to the Lender under this Section 2 and (B) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Lender which would constitute interest for purposes of Section 347 of the Criminal Code (Canada).

(ii) Notwithstanding clause (c)(i), and after giving effect to all adjustments contemplated thereby, if the Lender shall have received an amount in excess of the maximum permitted by the Criminal Code (Canada), then the Borrower, shall be entitled, by notice in writing to the Lender, to obtain reimbursement from the Lender in an amount equal to the excess, and pending reimbursement, the amount of the excess shall be deemed to be an amount payable by the Lender to the Borrower.

(iii) Any amount or rate of interest referred to in this Section 2 shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term of this Promissory Note on the assumption that any charges, fees or expenses that fall within the meaning of interest (as defined in the Criminal Code (Canada)) shall be pro-rated over that period of time and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of that determination.]⁸

3. Payments; Record of Debt. Both principal and interest are payable in the currency in which Advances are made to Lender in same day funds. The Advances made by Lender to the Borrower pursuant to the terms hereof, and all payments made on account of


⁷		Insert for Belgian borrower.

⁸		Insert for Canadian borrower.

principal thereof, shall be recorded by Lender in its books and records, such books and records constituting prima facie evidence of the accuracy of the information contained therein; provided that the failure of Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder.

4. Waivers. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

5. Event of Default. In the event (each, an “Event of Default”) that:

(a) a Revolving Credit Default shall have occurred and is continuing,

(b) a Term Loan Default shall have occurred and is continuing, or

(c) the Borrower shall fail to pay any principal of any Advance or interest thereon pursuant to this Promissory Note when the same becomes due and payable,

then, and in any such event, the Lender may, by notice to the Borrower, declare the Advances, all interest thereon and all other amounts payable under this Promissory Note to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided that in the case of the occurrence of (i) a Revolving Credit Default of the type referred to in Section 8.01(g) or (h) of the Revolving Credit Agreement, (ii) a Tem Loan Default of the type referred to in Section 8.01 (g) or (h) of the Term Loan Agreement or (iii) an Event of Default under clause (c) above [or in the case that any financial statements of the Borrower show the book value of the net assets of the Borrower have fallen to below half of its stated share capital (Stammkapital)]⁹, the Advances, and all such interest and all other amounts owing hereunder shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. [The Borrower represents and warrants that it has obtained shareholder approval by resolution authorizing the Borrower to permit the Lender to terminate this Promissory Note and to claim immediate repayment of all sums due hereunder in case of a change of control as contemplated by the Revolving Credit Agreement and/or the Term Loan Agreement and that such resolution will be timely filed with the Clerk’s Office of the competent Commercial Court (article 556 Belgian Companies Code).]¹⁰

6. Governing Law. This Promissory Note shall be governed by, and construed in accordance with, the laws of [Intercompany Borrower Jurisdiction], without giving effect to principles of conflict of laws thereof.

7. Amendments. This Promissory Note cannot be amended without the consent of each of (i) the parties hereto and (ii) prior to the Discharge of Revolving Credit Obligations, the Revolving Credit Funding Agent and (iii) prior to the Discharge of Term Loan Obligations, the Term Loan Administrative Agent.


⁹		Insert for German borrower

¹⁰		Insert for Belgian SA/NV or SCA/CVA borrower

8. Expenses. The Borrower agrees to pay all costs and expenses, including reasonable attorneys’ fees and legal expenses, incurred by the Lender in endeavoring to collect any amounts payable hereunder which are not paid when due, whether by acceleration or otherwise.

9. No Set Off. Unless required by applicable law, and subject to the terms of the Subordination Agreements, at no time may the Lender appropriate and apply toward the payment of all or any part of the obligations of the Borrower under this Promissory Note (i) any other indebtedness due or to become due from the Borrower to the Lender, and (ii) any moneys, credits or other property belonging to the Borrower, at any time held by or coming into the possession of the Lender.

10. Taxes. (a) In the event that a Revolving Credit Default or a Term Loan Default has occurred and is continuing, any and all payments by the Borrower under this Promissory Note shall be made free and clear of and without deduction for any and all present or future taxes, levies, duties, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding (i) in the case of the Lender taxes measured by its net income and franchise taxes imposed on it, and similar taxes imposed by the jurisdiction (or any political subdivision thereof) under the laws of which the Lender is organized, and (ii) in the case of the Lender, except to the extent arising solely as a result of entering into this Promissory Note, taxes measured by its net income and franchise taxes imposed on it as a result of a present or former connection between the Lender and the jurisdiction of the governmental authority imposing such tax or any taxing authority thereof or therein, other than the entering into of the Promissory Note (all such non-excluded taxes, levies, duties, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If any Taxes shall be required by law to be withheld or deducted from or in respect of any sum payable hereunder to the Lender (w) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings in respect of Taxes (including deductions applicable to additional sums payable under this Section 10) the Lender receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (x) the Borrower shall make such deductions or withholdings, (y) the Borrower shall pay the full amount deducted or withheld to the relevant taxing authority or other authority in accordance with applicable law and (z) the Borrower shall deliver to the Lender evidence of such payment.

(b) In addition, if a Revolving Credit Default or a Term Loan Default has occurred and is continuing, the Borrower shall pay any present or future stamp, registration, notarization or documentary or similar taxes or any other excise or property taxes, charges or similar levies, and all liabilities with respect thereto, in each case arising from any payment made or credited under or in connection with this Promissory Note or from the execution, delivery, registration or enforcement of, or otherwise with respect to, this Promissory Note (collectively, “Other Taxes”).

(c) The Borrower shall indemnify the Lender for the full amount of Taxes and Other Taxes (including any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 10) paid by the Lender and any liability (including for penalties, interest and expenses) that arises from any payment made or crediting of amounts hereunder or from the execution, delivery, performance or enforcement of, or otherwise with respect to, this Promissory Note, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date the Lender makes written demand therefor.

(d) Within 30 days after the date of any payment of Taxes or Other Taxes by the Borrower, the Borrower shall furnish the Lender, pursuant to the indemnity set forth in clause (c) above, the original or a certified copy of a receipt evidencing payment thereof or other evidence of payment thereof reasonably acceptable to Lender.

(e) The Borrower and the Lender will use reasonable good faith efforts to eliminate or reduce any Taxes or Other Taxes to which a payment hereunder may be subject and will provide any certificates or other evidence of an exemption from or reduced rate of Taxes or Other Taxes in this regard.

(f) Without prejudice to the survival of any other agreement of the Borrower, the Lender hereunder, the agreements and obligations of the Borrower contained in this Section 10 shall survive the payment in full of all other obligations of the Borrower under this Promissory Note.

(g) If the Lender determines in its sole discretion exercised reasonably that it has received or has been granted a credit against, or remission for, or a refund or a repayment of any Taxes (i) as a result of the Borrower’s deduction or withholding and payment to a taxing authority of an amount pursuant to clause (a) above or (ii) with respect to which the Borrower has paid an amount to the Lender or any of its transferees or assignees, as the case may be, pursuant to clause (c) above, then the Lender, as the case may be, shall, within 30 days, pay the Borrower the lesser of (y) the credit, remission, refund or repayment of Taxes received or granted and (z) the amount paid by the Borrower pursuant to this Section 10.

11. Judgment Currency. (a) This is an international loan transaction in which the specification of [Currency] is of the essence, and [Currency] shall in each instance be the currency of account and payment in all instances.

(b) Borrower’s obligations hereunder to make payments in [Currency] shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than [Currency] or in another place, except to the extent that such tender or recovery results in the effective receipt by the Lender of the full amount of [Currency] expressed to be payable to the Lender under this Promissory Note.

(c) If, for the purpose of obtaining or enforcing judgment against Lender in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than [Currency] (such other currency being hereinafter referred to as the “Other Currency”) an amount due in [Currency], the conversion shall be made at the spot selling rate at which the Term Loan Administrative Agent (or, following the Discharge of Term Loan Obligations, the Revolving Credit Funding Agent) (or if the Term Loan Administrative Agent (or, following the Discharge of Term Loan Obligations, the Revolving Credit Funding Agent) does not quote a rate of exchange on such currency, by a known dealer in such currency designated by the Term Loan Administrative Agent (or, following the Discharge of Term Loan Obligations, the Revolving Credit Funding Agent)) offers to sell such Other Currency for [Currency] in the London foreign exchange market at approximately 11:00 a.m. London time on such date for delivery two (2) Business Days later (such date of determination of such spot selling rate, being hereinafter referred to as the “Other Currency Conversion Date”).

(d) If there is a change in the rate of exchange prevailing between the Other Currency Conversion Date and the date of actual payment of the amount due, the Borrower

covenants and agrees to pay, or cause to be paid, as a separate obligation and notwithstanding any such judgment or judicial award, such additional amounts, if any (but in any event not a lesser amount) as may be necessary to ensure that the amount paid in the Other Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of [Currency] which could have been purchased with the amount of Other Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Other Currency Conversion Date.

12. Submission to Jurisdiction; Service of Process. (a) Any legal action or proceeding with respect to this Promissory Note, and any other Loan Document to which the Borrower is a party, may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Promissory Note, the Borrower (in consideration of similar submissions made by the Lender in the Revolving Credit Loan Documents and the Term Loan Documents) hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions.

(b) The Borrower hereby irrevocably designates, appoints and empowers CSC Corporation, 1133 Ave of the Americas, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx, 00000 (telephone no: 000-000-0000) (telecopy no: 212-299-5656) (electronic mail address: xxxxxx@xxxxxxx.xxx) (the “Process Agent”), in the case of any suit, action or proceeding brought in the United States of America as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf; and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any action or proceeding arising out of or in connection with, this Promissory Note. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to the Borrower in care of the Process Agent at the Process Agent’s above address, and the Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Borrower irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or the Borrower care of the Canadian Borrower at the Canadian Borrower’s address specified in Section 11.01 of the Term Loan Agreement or at such other address as the Canadian Borrower may specify pursuant to such Section 11.01. The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c) Nothing contained in this Section 12 shall affect the right of the Lender thereof to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the Borrower in any other jurisdiction.

13. Pledge of Note. Pursuant to the Term Loan Security Documents, the Lender has pledged and granted a security interest in all of its rights and remedies under and in respect of this Promissory Note in favor of the Term Loan Collateral Agent (for the benefit of the Term Loan Claimholders) and pursuant to the Revolving Credit Security Documents, the Lender has pledged and granted a security interest in all of its rights and remedies under and in respect of this Promissory Note in favor of the Revolving Credit Collateral Agent (for the benefit of the Revolving Credit Claimholders) and pursuant to the Intercreditor Agreement the Term Loan

Collateral Agent has agreed to act as sub-agent and as bailee for the Revolving Credit Agents and the Borrower hereby (i) acknowledges and consents to each such pledge and security interest, (ii) agrees that upon the occurrence and during the continuance of any Term Loan Default the Term Loan Collateral Agent may exercise any remedies provided for by the Term Loan Security Documents in accordance with the terms thereof or any other remedies provided by applicable law, and upon the occurrence and during the continuance of any Revolving Credit Default the Revolving Credit Collateral Agent may exercise any remedies provided for by the Revolving Credit Security Documents in accordance with the terms thereof or any other remedies provided by applicable law, in each case, in accordance with the terms of the Intercreditor Agreement, (iii) agrees that this Promissory Note may not be assigned by the Borrower without the prior written consent of the Term Loan Collateral Agent and the Revolving Credit Collateral Agent (each of which is expressly made a third party beneficiary hereof) and (iv) agrees and acknowledges that subject to the terms of the Intercreditor Agreement, this Promissory Note may be assigned or otherwise transferred by the Term Loan Collateral Agent in accordance with the terms of the Term Loan Security Documents or by the Revolving Credit Collateral Agent in accordance with the terms of the Revolving Credit Security Documents.

14. Waiver of Jury Trial. Each of the Borrower and the Lender irrevocably waives trial by jury in any action or proceeding with respect to this Promissory Note and any other Loan Document.

15. Notices. Any notice or other communication herein required or permitted shall be given to the Borrower or the Lender care of the Canadian Borrower and to the Revolving Credit Funding Agent, in each case, as set forth in Section 11.01 of the Revolving Credit Agreement, and to the Term Loan Administrative Agent, as set forth in Section 11.01 of the Term Loan Agreement.

16. Severability. Wherever possible, each provision of this Promissory Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Promissory Note shall be prohibited by or invalid by any applicable legally binding requirements of any governmental authority (including, without limitation, any applicable laws, judgments, orders, decrees, ordinances, rules, regulations, statutes or case law), such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating (a) the remainder of such provision or (b) the remaining provisions of this Promissory Note.

17. Conflicts. In the event of any conflict between the provisions of this Promissory Note and the provisions of the Subordination Agreements, the provisions of the Subordination Agreements shall govern and control.

[Signature Page Follows]


	Borrower: [Intercompany Borrower]
	By:
		Name:
		Title:


ACKNOWLEDGED AND AGREED TO AS OF THIS DAY OF , 20 : [Intercompany Lender]
By:
	Name:
	Title:

EXHIBIT Q

Form of
TERM LOAN COLLATERAL AGENT APPOINTMENT LETTER

[See attached]

EXHIBIT Q-1

[Form of]
Term Loan Collateral Agent Appointment Letter

[DATE]

UBS AG, Stamford Branch
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxxxxxxx Xxxxx


Re:		Novelis Hedging Agreements

Dear Xx. Xxxxx:

Reference is made to that certain Credit Agreement, dated as of July 6, 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among NOVELIS INC., a corporation formed under the Canada Business Corporations Act (the “Canadian Borrower”), NOVELIS CORPORATION, a Texas corporation (the “U.S. Borrower” and, together with Canadian Borrower, the “Borrowers”), AV ALUMINUM INC., a corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in the Credit Agreement), the Lenders, UBS AG, STAMFORD BRANCH, as Administrative Agent, UBS AG, STAMFORD BRANCH, as Collateral Agent and UBS SECURITIES LLC and ABN AMRO INCORPORATED, as Arrangers and the Syndication Agent and the Documentation Agent parties thereto. Each of the undersigned hereby acknowledge that as of the date hereof, [NAME OF HEDGING COUNTERPARTY], is [a Lender] [a Revolving Credit Lender] [an Arranger] [an Agent] [an Affiliate of a Lender] [an Affiliate of a Revolving Credit Lender] [an Affiliate of an Arranger] [an Affiliate of an Agent].

[NAME OF HEDGING COUNTERPARTY] and [NAME OF LOAN PARTY] [entered into on or prior to the Closing Date] [and] [desire to enter into on or following the date hereof,] Hedging Agreements that are permitted under the terms of the Credit Agreement (any such Hedging Agreements [entered into on or prior to the Closing Date] [or] [entered into while [NAME OF HEDGING COUNTERPARTY] is [a Lender] [a Revolving Credit Lender] [an Arranger] [an Agent] [an Affiliate of a Lender] [an Affiliate of a Revolving Credit Lender] [an Affiliate of an Arranger] [an Affiliate of an Agent] being referred to herein as the “Secured Hedging Agreements”), pursuant to which [NAME OF HEDGING COUNTERPARTY] is the counterparty (in such capacity under the Secured Hedging Agreements, the “Hedging Counterparty”) to [NAME OF LOAN PARTY]. Hedging Counterparty desires to appoint Collateral Agent as its agent under the applicable Loan Documents and to become a Secured Party under the applicable Loan Documents.

Hedging Counterparty hereby appoints Collateral Agent as its agent, and Collateral Agent hereby accepts such appointment as Hedging Counterparty’s agent, under the applicable Loan Documents. Hedging Counterparty hereby agrees to be bound by the provisions of (i) Sections 10.03 and 10.09 of the Credit Agreement, (ii) the Intercreditor Agreement and (iii) the Security Documents, in each case, as if it were a Lender.

UBS AG, Stamford Branch
[DATE]
Page 2

Upon execution of this letter agreement by each of Collateral Agent and Hedging Counterparty, Hedging Counterparty shall be a Secured Party, and the obligations of [NAME OF LOAN PARTY] under the Secured Hedging Agreements shall be Secured Obligations, under each applicable Loan Document (in each case, subject to the terms thereof).

This letter agreement may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each of the parties hereto. This letter agreement may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this letter agreement by facsimile or electronic image scan (e.g. PDF) transmission shall be effective as delivery of a manually executed counterpart hereof.

This letter agreement shall be construed in accordance with and governed by the law of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.


	Very truly yours, [HEDGING COUNTERPARTY]
	By
		Name:
		Title:


ACKNOWLEDGED AND AGREED TO THIS DAY OF , 20 : UBS AG, STAMFORD BRANCH, as Collateral Agent
By
	Name:
	Title:

By
	Name:
	Title:

EXHIBIT R

Form of
RECEIVABLES PURCHASE AGREEMENT

[See attached]

EXHIBIT X-x

Annex I

Applicable Margin


Eurocurrency U.S. Term Loans and		ABR U.S. Term Loans and ABR Canadian
Eurocurrency Canadian Term Loans		Term Loans
2.00%		1.00%

Annex II

Amortization Table


		Canadian Term Loan
Date	U.S. Term Loan Amount	Amount

September 30, 2007	$1,650,000	$750,000

December 31, 2007	$1,650,000	$750,000

March 31, 2008	$1,650,000	$750,000

June 30, 2008	$1,650,000	$750,000

September 30, 2008	$1,650,000	$750,000

December 31, 2008	$1,650,000	$750,000

March 31, 2009	$1,650,000	$750,000

June 30, 2009	$1,650,000	$750,000

September 30, 2009	$1,650,000	$750,000

December 31, 2009	$1,650,000	$750,000

March 31, 2010	$1,650,000	$750,000

June 30, 2010	$1,650,000	$750,000

September 30, 2010	$1,650,000	$750,000

December 31, 2010	$1,650,000	$750,000

March 31, 2011	$1,650,000	$750,000

June 30, 2011	$1,650,000	$750,000

September 30, 2011	$1,650,000	$750,000

December 31, 2011	$1,650,000	$750,000

March 31, 2012	$1,650,000	$750,000


		Canadian Term Loan
Date	U.S. Term Loan Amount	Amount

June 30, 2012	$1,650,000	$750,000

September 30, 2012	$1,650,000	$750,000

December 31, 2012	$1,650,000	$750,000

March 31, 2013	$1,650,000	$750,000

June 30, 2013	$1,650,000	$750,000

September 30, 2013	$1,650,000	$750,000

December 31, 2013	$1,650,000	$750,000

March 31, 2014	$1,650,000	$750,000

June 30, 2014	$1,650,000	$750,000

Final Maturity Date	Remaining outstanding principal	Remaining outstanding principal

Annex III

Mandatory Cost Formula

4. The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Administrative Agent as follows:

(a) in relation to a Loan in GBP:


		AB + C(B-D) + E x 0.01 100 - (A + C)		per cent, per annum

(b) in relation to a Loan in any currency other than GBP:


		E x 0.01 300		per cent, per annum.

Where:

C is the percentage (if any) of Eligible Liabilities which that Lender is required from time to time to maintain as interest bearing Special Deposits with the Bank of England.

5. For the purposes of this Schedule:

(a) “Eligible Liabilities” and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

(b) “Facility Office” means the office or offices notified by a Lender to the Administrative Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement;

(c) “Fees Rules” means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

(d) “Fee Tariffs” means the fee tariffs specified in the Fees Rules under the activity group A. 1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate);

(e) “Reference Banks” means, in relation to each of the LIBOR Rate and Mandatory Cost, the principal office in Stamford, Connecticut of UBS AG, Stamford Branch, or such other bank or banks as may be designated by the Administrative Agent in consultation with Borrower;

(f) “Tariff Base” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules; and

(g) “Unpaid Sum” means any sum due and payable but unpaid by any Loan Party under the Loan Documents.

7. If requested by the Administrative Agent, each Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the Administrative

(a) the jurisdiction of its Facility Office; and

(b) any other information that the Administrative Agent may reasonably require for such purpose.

Each Lender shall promptly notify the Administrative Agent of any change to the information provided by it pursuant to this paragraph.

replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all parties to this Agreement.

Schedule 1.01(a)

Refinancing Indebtedness to Be Repaid

Company

Description

Bank Name

Issue Date

Due date

Amount

Novelis Inc.

Bond

N/A

February 3, 2005

February 3, 2015

US$

841,000.00

Novelis Inc.

Revolving and Term Loans

Citibank as agent

January 10, 2005

January 10, 2012

US$

290,647,096.00

Novelis Corporation

Revolving and Term Loans

Citibank as agent

January 10, 2005

January 10, 2012

US$

873,672,511.50

Novelis AG

Revolving Loans

Citibank as agent

January 10, 2005

January 10, 2012

€

16,052,177.32

Novelis Deutschland GmbH

Revolving Loans

Citibank as agent

January 10, 2005

January 10, 2012

€

30,115,675.00

Novelis UK Ltd.

Revolving Loans

Citibank as agent

January 10, 2005

January 10, 2012

19,509,581.69

Schedule 1.01(b)

Subsidiary Guarantors

§		4260848 Canada Inc.

§		4260856 Canada Inc.

§		Aluminum Upstream Holdings LLC

§		Novelis AG

§		Novelis Aluminium Holding Company

§		Novelis Cast House Technology Ltd.

§		Novelis Corporation

§		Novelis Deutschland GmbH

§		Novelis do Brasil Ltda.

§		Novelis Europe Holdings Limited

§		Novelis Finances USA LLC

§		Novelis Inc.

§		Novelis No. 1 Limited Partnership

§		Novelis PAE Corporation

§		Novelis South America Holdings LLC

§		Novelis Switzerland SA

§		Novelis Technology AG

§		Novelis UK Ltd.

Schedule 1.01(c)

Excluded Collateral Subsidiaries

§		Al Dotcom Sdn Berhad

§		Alcom Nikkei Specialty Coatings Sdn Berhad

§		Albrasilis Aluminio do Brasil Indústria e Comércio Ltda.

§		Eurofoil, Inc.

§		Isytec GmbH i.L.

§		Novelis Aluminium Beteiligungs GmbH

§		Novelis Automotive UK Ltd.

§		Novelis Belgique SA

§		Novelis Benelux N.V.

§		Novelis de Mexico, S.A. de C.V.

§		Novelis Laminés France SAS

§		Novelis Luxembourg SA

§		Novelis PAE SAS

§		Novelis Sweden AB

Schedule 1.01(d)

Immaterial Subsidiaries

§		Al Dotcom Sdn Berhad

§		Alcom Nikkei Specialty Coatings Sdn Berhad

§		Albrasilis Aluminio do Brasil Indústria e Comércio Ltda.

§		Aluminum Company of Malaysia Berhad

§		Eurofoil, Inc.

§		Isytec GmbH i.L.

§		Novelis Aluminium Beteiligungs GmbH

§		Novelis Automotive UK Ltd.

§		Novelis Belgique SA

§		Novelis Benelux N. V.

§		Novelis de Mexico, S.A. de C.V.

§		Novelis Italia S.p.A.

§		Novelis Laminés France SAS

§		Novelis PAE SAS

§		Novelis Sweden AB

Schedule 1.01(e)

Specified Holders

ADITYA BIRLA NUVO LIMITED
BIRLA GROUP HOLDINGS PRIVATE LIMITED
BIRLA INSTITUTE OF TECHNOLOGY AND SCIENCE
GLOBAL HOLDINGS PRIVATE LIMITED
GRASIM INDUSTRIES LTD
HERITAGE HOUSING FINANCE LIMITED
IGH HOLDINGS PRIVATE LIMITED
XXXXX INVESTMENT & TRADING CO. LTD.
MANGALAM SERVICES LIMITED
PILANI INVESTMENT & IND. CORP. LTD.
TGS INVESTMENT AND TRADE PRIVATE LIMITED
XXXXXX TRADING & INVESTMENTS PVT LTD
TRUSTEE
TURQUOISE INVESTMENT AND FINANCE P LIMITED
XXXXX COMM. CO. LTD
ADITYA VIKRAM XXXXX XXXXXXXX XXXXX HUF
XXXXX XXXXXXXX XXXXX
XXXXX XXXXXXXX XXXXX F & N G OF XXXXXXXXXXX XXXXX
XXXXX XXXXXXXX XXXXX KARTA OF XXXX XXXXX HUF
XXXXXX XXXXX
XXXXXXXXX XXXXX
XXXXXXXXXXX XXXXX

In addition, any persons Controlled by the persons listed above shall also constitute a Specified Holder or so long as such person is Controlled by a Specified Holder.

Notwithstanding the foregoing if Control of any of the persons listed above (an “Original Holder”)changes such that any such person ceases to be directly or indirectly Controlled by the same persons which Control such persons as of the Closing Date (other than another person which is a Specified Holder after giving effect to this sentence), such Original Holder shall cease to constitute a Specified Holder

Schedule 3.06(c)

Violations or Proceedings

Novelis Inc. has filed an action against a Spanish affiliate of Alcoa, Inc. (“Alcoa”) that it believes is infringing on one of Novelis Inc.’s litho product pretreatment patents. Novelis Inc. owns a family of patents covering an electrolytic method for cleaning aluminum sheet that is used as a pretreatment for lithographic sheet, which includes European patent 0795048. This European patent was validated in Spain and corresponds to U.S. patent 5,997,721. Novelis Inc. became aware that the Spanish affiliate of Alcoa might be infringing this patent at its facility in Alicante, Spain, and has requested that a Spanish court appoint an expert to conduct a “verification of facts” as permitted under Spanish law. Such expert conducted an inspection of the Alcoa facility and their related documents in the fourth quarter of 2006. The expert’s report indicates that Alcoa is using the patented process. Novelis has now filed an infringement action against Alcoa, and Alcoa has counterclaimed that the patent in question is not valid.

Schedule 3.17

Pension Matters

Novelis UK Pension Plan

The Novelis UK Pension Plan is a defined benefit scheme, with currently 950 active members, 730 deferred members and ~880 pensioners. The sponsoring employer is Novelis UK Ltd. On the 1st of January 2006 around 575 Novelis employees who had participated in the British Alcan RILA Plan became active contributing members of the Novelis UK Pension Plan, with 377 (65%) of them electing to keep their past service with the British Alcan RILA Plan. At the same time the Novelis UK Pension Plan was closed to new members with a defined contribution plan being set up for new employees.

Schedule 3.19

Insurance

1) Property Insurance Summary

“ALL RISK” PROPERTY DAMAGE, MACHINERY BREAKDOWN & BUSINESS INTERRUPTION INSURANCE COVERAGE

July 1, 2007 – July 1, 2008

NAMED INSURED:

	§		Novelis Inc. and/or its affiliated, subsidiary and associated companies and/or corporations and the Insured’s interest in partnerships and joint ventures as now exist or may hereafter be constituted or acquired and any party in interest which the Insured is responsible to insure.

	§		Including the Insured’s interest in the following joint ventures:

	o		Logan Aluminum Inc.

	o		Aluminium Norf GmbH (to be insured 100%)

PERIOD OF INSURANCE:

From July 1, 2007, to July 1, 2008

Both Dates at 12:01 am standard time at the place where the Property Insured is located.

COVERAGE DETAILS:

Property Insured

All real and personal property of every kind, nature and description except as may hereafter be excluded including but not limited to:

	§		All property in which the Insured has an insurable interest including but not limited to property owned, used, leased or intended for use by the Insured, or hereafter constructed, erected, installed, or acquired. In the event of loss or damage, the Insurers agree to accept and consider the Insured as sole and unconditional owner of improvements and betterments, notwithstanding any contract or leases to the contrary.

	§		All property of others in the Insured’s care, custody and control and/or for which the Insured may be legally liable and/or under an obligation and/or has assumed responsibility to provide insurance.

	§		All property which is required to be specifically insured by reason of any statute.

Perils Covered

All Perils of direct physical loss or damage including Machinery Breakdown and Business Interruption, to the Property Insured by any cause whatsoever including Earthquake, Windstorm, and Flood.

LIMITS OF LIABILITY:

U.S. $750,000,000 EACH OCCURRENCE

Combined for Property Damage, including Machinery Breakdown and Business Interruption excess of the DEDUCTIBLE LEVELS and subject to the following ground-up sub-limits, where applicable, as described below:

GROUND-UP PROGRAM SUB-LIMITS


Contingent Business Interruption and Contingent Extra Expense (Direct Suppliers and/or Customers)	$	200,000,000	each and every occurrence for BI. except,

	$	25,000,000	each and every occurrence combined for PD & BI from interruption emanating from earthquake in the New Madrid zone.

Course of Construction	$	100,000,000	each and every occurrence combined for PD & BI including Advance loss of Profits.

Debris Removal	$	50,000,000	each and every occurrence for PD or 25% of the loss, whichever is greater.

Decontamination Expenses	$	50,000,000	each and every occurrence for PD.

Defense Costs	$	5,000,000	each and every occurrence combined for PD & BI.

Demolition and Increased Cost of Construction	$	100,000,000	each and every occurrence combined for PD & BI.

Earthquake	$	750,000,000	each and every occurrence combined for PD & BI and in the annual aggregate, except


$	100,000,000	each and every occurrence combined for PD & BI and in the annual aggregate for Chile.

$	300,000,000	each and every occurrence combined for PD & BI and in the annual aggregate for China.

$	100,000,000	each and every occurrence combined for PD & BI and in the annual aggregate for Columbia.

$	100,000,000	each and every occurrence combined for PD & BI and in the annual aggregate for Guam.

$	100,000,000	each and every occurrence combined for PD & BI and in the annual aggregate for Indonesia.

$	100,000,000	each and every occurrence combined for PD & BI and in the annual aggregate for Israel.

$	300,000,000	each and every occurrence combined for PD & BI and in the annual aggregate for Mexico.

$	100,000,000	each and every occurrence combined for PD & BI and in the annual aggregate for Peru.

$	100,000,000	each and every occurrence combined for PD & BI and in the annual aggregate for Portugal.

$	100,000,000	each and every occurrence combined for PD & BI and in the annual aggregate for Taiwan.

$	100,000,000	each and every occurrence combined for PD & BI and in the annual aggregate for Venezuela.

$	100,000,000	each and every occurrence


			combined for PD & BI and in the annual aggregate for Turkey

	$	25,000,000	each and every occurrence combined for PD & BI and in the annual aggregate for California. This sub-limit applies on a cumulative basis for all coverage triggered by earthquake in this zone.

	$	25,000,000	each and every occurrence combined for PD & BI and in the annual aggregate for Japan. This sub-limit applies on a cumulative basis for all coverage triggered by earthquake in this zone.

	$	25,000,000	each and every occurrence combined for PD &d BI and in the annual aggregate for New Zealand. This sub-limit applies on a cumulative basis for all coverage triggered by earthquake in this zone.

	$	50,000,000	each and every occurrence combined for PD & BI and in the annual aggregate for New Madrid (sub-limit does not apply to the Xxxxx facility).

	$	50,000,000	each and every occurrence combined for PD & BI and in the annual aggregate for Pacific Northwest.

	$	50,000,000	each and every occurrence combined for PD & BI and in the annual aggregate for Philippines.

Extra / Expediting Expenses	$	200,000,000	combined each and every occurrence for PD & BI.

Fine Arts	$	25,000,000	each and every occurrence for PD.

Fire Fighting Expenses Including Cost of Extinguishing Materials	$	25,000,000	each and every occurrence for PD.


Flood	$	750,000,000	each and every occurrence combined for PD & BI and in the annual aggregate except,

	$	100,000,000	each and every occurrence combined for PD & BI and in the annual aggregate for properties situated in a 100 year floodplain.

	$	100,000,000	each and every occurrence combined for PD & BI and in the annual aggregate for flood in the Netherlands.

Interruption By Civil or Military Authority	$	100,000,000	each and every occurrence for PD & BI or 30 consecutive days, whichever is less.

Interruption of Ingress and/or Egress	$	100,000,000	each and every occurrence for PD & BI or 30 consecutive days, whichever is less.

	$	100,000,000	each and every occurrence combined for PD and BI.

Impounded Water Land and Water Contaminant or Pollutant Cleanup, Removal and Disposal	$	100,000	each and every occurrence for PD.

Leasehold Interest	$	100,000,000	each and every occurrence for BI.

Neighbour’s Recourse Liability	$	15,000,000	each and every occurrence combined for PD & BI.

Newly Acquired Location	$	100,000,000	each and every occurrence combined for PD & BI.

Non-Admitted Tax Liability	$	150,000,000	each and every occurrence.

Pot Line Freeze Up	$	100,000,000	each and every occurrence combined for PD and BI.

Research & Development	$	25,000,000	each and every occurrence combined for PD & BI.

Recapture of Investment Incentives	$	50,000,000	each and every occurrence.

Royalties	$	10,000,000	each and every occurrence


Service Interruption	$	200,000,000	each and every occurrence combined for PD & BI, except

	$	25,000,000	each and every occurrence combined for PD & BI from interruption emanating from earthquake in the New Madrid zone.

Transit	$	25,000,000	each and every occurrence combined for PD & BI.

Transmission and Distribution Lines	$	10,000,000	each and every occurrence combined for direct loss causing PD & BI.

Unnamed Location	$	100,000,000	each and every occurrence combined for PD & BI.

DEDUCTIBLE LEVELS:

$2,500,000 each and every occurrence combined for Property Damage, Business Interruption and Machinery Breakdown coverage for locations with insurable values exceeding US $100,000,000.

$1,000,000 each and every occurrence combined for Property Damage, Business Interruption and Machinery Breakdown coverage for locations with insurable values equal to or less than US $100,000,000.

BASIS OF VALUATION

Replacement cost and as further stipulated within the attached policy wording.

DIFFERENCE IN CONDITIONS

Master Policy provides coverage where conditions of the locally integrated and/or non-integrated policies differ from the Master Policy and specifically where the conditions of the Master Policy are broader.

DIFFERENCE IN LIMITS

Master Policy provides coverage where the difference between the limits of liability stated in any locally integrated and/or non-integrated policies are less than the Master Policy.

TERRITORY

Worldwide except no coverage will be provided in the following countries:

Afghanistan, Albania, Algeria, Angola, Armenia, Azerbaijan, Bosnia and Herzegovina, Cambodia, Chad, Congo, Cuba, Chechnya, Georgia, Iraq, Iran, Kyrgyszstan, Laos, Lebanon, Liberia, Montenegro, Nigeria, North Korea, Pakistan, Serbia, Somalia, Syria, Tajikhistan, Tchechnia, Turkmenistan, Uzbekistan, Yugoslavia and Zaire.

EXCLUSIONS:

	§		MARINE EXPORT SHIPMENTS

	§		MARINE IMPORT SHIPMENTS

	§		AIRCRAFT / WATERCRAFT

	§		LAND / WATER

	§		LABOUR DISTURBANCES

	§		WAR / NUCLEAR DEVICE / REBELLION / SEIZURE BY PUBLIC

	§		AUTHORITY / CONTRABAND OR ILLEGAL TRADE

	§		NUCLEAR

	§		FRAUD

	§		WEAR AND TEAR

	§		CROPS or STANDING TIMBER

	§		CURRENCY / PREVIOUS METALS

	§		OFFSHORE PROPERTY

	§		VEHICLES

	§		MYSTERIOUS DISAPPEARANCE

	§		CHANGES IN TEMPERATURE

	§		PROPERTY SOLD

	§		UNDERGROUND MINES

	§		satellites / spacecraft

	§		manufacturing or processing errors

	§		errors in design

	§		cost of making good defective design or specifications

	§		errors in processing / manufacturing product

	§		settling, cracking, shrinkage

	§		remote loss / delay or loss of market

	§		VERMIN, INSECTS or animals

	§		LOCAL, STATE OR NATIONAL GOVERNMENT CATASTROPHE POOLS

	§		POLLUTION

	§		FINES / PENALTIES

	§		10 YEAR FLOOD PLAIN (based on the renewal schedule of locations there are currently no locations situated in a 10 year flood plain)

	§		MICRO ORGANISM

	§		BIOLOGICAL / CHEMICAL MATERIALS

CANCELLATION:

Insurance may be cancelled by the insurer by mailing at least 90 days’ prior written notice to the Named Insured, except for non-payment of premium, which is 15 days by written notice.

CURRENCY:
U.S. DOLLARS

ENDORSEMENTS:

	–		Electronic Date Recognition Clarification Clause

	–		Computer Virus Clause

	–		War and Terrorism Exclusion Endorsement

	–		Asbestos Exclusion Endorsement

2) Liability Insurance Summary

Summary of Insurance-Comprehensive General Liability:


Insured:	Novelis Inc.

Insurer:	Zurich Insurance Company

Primary Policy Number:	LA 37’940B

Policy Period:	April 1, 2007, to April 1, 2008

Limits Of Liability:	US $75,000,000 per claim made for all insured losses combined, including loss expense, subject to an annual aggregate of US $150,000,000 for all claims made within one insurance year irrespective of whether the claims are attributable to one or more than one occurrence.

	Sub-Limits for Additional Coverages

	US $75,000,000 per claim made and in the aggregate per insurance year for the following Additional Coverages combined:

	a)	Personal Injury Liability

	b)	Advertiser’s Liability

	c)	Employer’s Liability

	d)	Employee Benefits Liability

	e)	Loss of Use

	f)	Pure financial loss

	g)	Additional Coverage for Motor Vehicles


		The Indemnity of Zurich is limited to:

		a)		US $50,000,000 per claim made and in the aggregate per insurance year for Product Recall Costs, and included in this sub-limit US $15,000,000 per claim made and in the aggregate per insurance year for Product Recall costs in the case of insured entities that maintain no certified quality management system under recognised standards (e.g. ISO 9001, et seq.);

		b)		US $25,000,000 per claim made and in the aggregate per insurance year for Dismantling and Assembly Expenses;

		c)		For Special Coverages according to (a) and (b) above, the maximum limit of indemnity per claim made and in the aggregate per insurance year remains US $50,000,000;

		d)		US $400,000 per claim made and US $4,000,000 in the aggregate per insurance year for Legal Protection in criminal Proceedings;

		e)		US $4,000,000 per claim made and in the aggregate per insurance year for claims in respect of losses relating to Contingent Watercraft.


Deductibles:		The deductibles per claim made are as follows:

		General Deductible for entities in Canada

		CAD $25,000 for Product Liability

		CAD $25,000 for other losses

		No deductible for bodily injury claims

		Germany

		EUR 50,000 for Product Liability

		In connection with the local environmental industrial liability insurance per insurance case 10% but a minimum of EUR 50,000 and a maximum of EUR 500,000

		EUR 4,000 for other losses

		No deductible for bodily injury claims

		Italy

		EUR 50,000

		South Korea

		US $20,000

		No deductible for bodily injury claims

		Switzerland

		CHF 30,000 for Product Liability

		CHF 6,000 for other losses

		No deductible for bodily injury claims


		United Kingdom

		GBP 10,000 for Product Liability

		GBP 2,000 for other losses

		No deductible for bodily injury claims

		United States of America (USA)

		US $1,000,000 for losses which occur and/or are litigated in the USA only

		US $25,000 for other losses

		Belgium, France, Spain

		EUR 20,000 for Product Liability

		EUR 4,000 for other losses

		No deductible for bodily injury claims

		Other Countries

		US $20,000 for Product Liability

		US $4,000 for other losses

		No deductible for bodily injury claims

		Difference in Limits Coverage

		No deductible is applicable to Difference in Limits Coverage

		Deductible for Special Coverages

		Notwithstanding the other deductibles mentioned above, the deductibles for the Special Coverages amount to:

		US $1,000,000 in respect of Novelis Inc. and its subsidiaries for claims which are made and/or are litigated in the USA only US $810,000 for other losses / entities

		Novelis Inc. participates in the Program with an annual program deductible of US $950,000 per claim made in excess of the applicable deductible(s) with an annual aggregate of US $2,000,000.

Territorial Limits:		Worldwide

Coverage:		The policy covers legal liability arising out of the companies and their activities, in respect of business premises, property, operations and product liability risks for bodily injury and property damage.


Insuring and Defense Agreement:		The coverage provided by Zurich consists of the indemnity for justified insured claims and of any loss expense, including defense costs, against both justified and unjustified insured claims. Payments under these coverages will be made by Zurich, on behalf of the insureds. They will include but not be restricted to:


	a)	Interest on damages;

	b)	Premiums on bonds to release attachments for an amount not in excess of the limit of indemnity of this contract as well as all premiums on appeal bonds required in any above defended claim;

	c)	Loss reduction expenses;

	d)	Cost of experts, lawyers, court, arbitration and mediation expenses

	e)	Litigation costs of an opposing party;

	f)	Loss prevention expenses,

	And will be limited by the limit of indemnity of this contract.

Principal Extensions:	Comprehensive General Liability Manuscript Policy Form which includes:


				§		Additional coverage for Motor Vehicles — limited to the Limit of Indemnity and applies excess of the greater of US $2,000,000 or the limit of indemnity of the locally existing basic motor vehicle coverage;

				§		Advertisers’ Liability;

				§		Agreed Waiver of Liability;

				§		Assumption of Legal Third-Party Liability;

				§		Condominium Owners;

				§		Cross Liability;

				§		Damage to Property in the Custody of or Worked Upon by the Insured;

				§		Effects of Ionizing Radiation;

				§		Employee Benefits Liability;

				§		Employer’s Liability — limited to the Limit of Indemnity and applies excess of:


				§		Extension of the Statutory Time-Limits;

				§		Fault on the Part of Independent Contractors;

				§		Identification or Elimination of Defects and Damage;

				§		Insured Ancillary Risks;

				§		Joint Ventures;

				§		Leased Telecommunications Installations;

				§		Leasehold Property;

				§		Legal liability arising from the granting of licenses conferring rights in respect of intangible goods;

				§		Legal Protection in Criminal Proceedings;

				§		Loss of Use;

				§		Loss during Loading and Unloading;


				§		Losses Incurred in Mixing, Combining and Further Processing;

				§		Losses Relating to Environmental Damage Caused by Installations for the Storage, Treatment or Disposal of Waste or Waste Products;

				§		Machinery Clause;

				§		Non Owned Aviation Liability / Airport Premises — limited to the Limit of Indemnity and applies excess of CDN $5,000,000;

				§		Objection of Late Complaints;

				§		Personal Injury Liability;

				§		Personal Liability;

				§		Pure Financial Loss;

				§		Railroad Branch Lines and Sidetracks and Related Installations and Rolling Stock;

				§		Real Estate and Installations not Used for Business Purposes;

				§		Use of Public Highways for Internal Works Traffic.


Special Coverages:		Special coverages shall mean the following additional coverages:


				§		Dismantling and assembly expenses;

				§		Product recall costs;

				§		Loss prevention expenses;

				§		Testing and sorting costs.


Principal Exclusions:		The policy excludes the following:


				§		Own Damages;

				§		Bodily injury to employees;

				§		Employment-related practices;

				§		Workers’ Compensation and Occupational Disease;

				§		Charterers’ Liability;

				§		Damage to property in the custody of or worked upon by the Insured;

				§		Radioactivity;

				§		Civil War;

				§		Special Substances and Risks;

				§		Intentional Act;

				§		Terrorism in the USA;

				§		Losses relating to environmental damage except for (1) consequences of a sudden event (2) losses relating to environmental damage caused by installations for composting or short-term storage on waste products or purification of waste water.

Schedule 3.21

Acquisition Documents

(i)

Each Acquisition Document

	§		Arrangement Agreement, dated as of February 10, 2007, by and among Hindalco Industries Limited, AV Aluminum Inc. and Novelis Inc.

	§		Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934, dated April 5, 2007, by Novelis Inc.

	§		Final Order Approving the Arrangement, dated May 14, 2007, by the Ontario Superior Court of Justice

	§		Articles of Arrangement, dated May 15, 2007, by and among Novelis Inc., AV Metals Inc. and Hindalco Industries Limited

(ii)

Each material Senior Note Document

	§		Indenture, relating to the 7¹/₄% Senior Notes due 2015, dated as of February 3, 2005, between Novelis Inc., the guarantors named on the signature pages thereto and The Bank of New York Trust Company, N.A., as trustee (the “Indenture”)

	§		Registration Rights Agreement, dated as of February 3, 2005, among Novelis Inc., the guarantors named on the signature pages thereto, Citigroup Global Markets Inc., Xxxxxx Xxxxxxx & Co. Incorporated and UBS Securities LLC, as Representatives of the Initial Purchasers

	§		Supplemental Indenture, dated as of November 29, 2006, between Novelis Inc., Novelis Finances USA LLC, Novelis South America Holdings LLC, Aluminum Upstream Holdings LLC and the Bank of New York Trust Company, N.A.

	§		Supplemental Indenture, dated as of May 14, 2007, between Novelis Inc., Novelis No. 1 Limited Partnership, the guarantors named on the signature pages on the Indenture and The Bank of New York Trust Company, N.A., as trustee

(iii)

Each material Revolving Credit Loan Document

Revolving Credit Agreement, dated July 6, 2007, among Novelis Inc., as Canadian Borrower, Novelis Corporation and the other U.S. subsidiaries of the Canadian Borrower signatory thereto, as Initial U.S. Borrowers, Novelis UK Ltd, as U.K. Borrower, and Novelis AG, as Swiss Borrower, AV Aluminum Inc., the Subsidiary Guarantors, the Lenders, ABN Amro Bank N.V., as U.S./European Issuing Bank, ABN Amro Bank N.V., acting through its Canadian branch, as Canadian Issuing Bank, ABN Amro Bank N.V., as swingline lender, ABN Amro Bank N.V., as administrative agent for the Lenders, LaSalle Business Credit, LLC as collateral agent for the Secured Parties and the Issuing Bank, LaSalle Business Credit, LLC as funding agent for the Secured Parties and the Issuing Bank, UBS Securities LLC, as syndication agent, Bank of America, N.A., National City Business Credit, Inc. and CIT Business Credit Canada Inc., as documentation agents, ABN Amro Bank N.V., acting through its Canadian branch, as Canadian funding agent, ABN Amro Bank N.V., acting through its Canadian branch, as Canadian

administrative agent, and ABN Amro Incorporated and UBS Securities LLC, as joint lead arrangers and joint bookmanagers.

The Revolving Credit Security Documents as defined in the Credit Agreement

(iv)

Each material agreement, certificate, instrument, letter or other document delivered pursuant to the Subordinated Debt Loan

Promissory Note, dated May 15, 2007, between AV Aluminum Inc. as “Debtor” and AV Metals Inc. as “Lender”

(v) Each material agreement, certificate, instrument, letter or other document delivered pursuant to any other Material Indebtedness:

US$

Company

Description

Bank Name

Issue Date

Due date

Amount

Novelis Inc.

Bond

N/A

February 3, 2005

February 3, 2015

1,399,159,000

Novelis Korea Ltd.

Loan

Korea Exchange Bank

December 28, 2004

December 28, 2007

70,000,000

Novelis Inc.

Hedging Obligation

N/A

81,936,375

Schedule 3.24

Location of Material Inventory


			Subject to
			Bailee/Landlord
Loan Party	Address	Owned/Leased	Letter
Novelis Inc.	0000 Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 Xxxxxx	Leased	No

	1 Xxxxxx’x Xxxx, X.X. Xxx 0000 Xxxxxxxx, Xxxxxxx X0X 0X0 Xxxxxx	Owned	N/A

	Kingston Research and Development Center 000 Xxxxxxxx Xxxxxx, X.X. Xxx 0000 Xxxxxxxx, Xxxxxxx X0X 0X0 Xxxxxx	Owned	N/A

	0000 xxx Xxx, X.X. Xxx 0000 Xxxxxxxx, Xxxxxx X0X 0X0 Xxxxxx	Owned	N/A

	1909 (2150) xxx Xxxxxxx-Xxxxxx Xxxxxxx, Xxxxxx, X0X 0X0 Xxxxxx	Leased	No


			Subject to
			Bailee/Landlord
Loan Party	Address	Owned/Leased	Letter
Novelis Corporation	Foil Products Division: Executive Office: 15 00 Xxxxxxx Xxxxx XxXxxxxx, Xxxxxxx 00000 XXX	Leased	No

	Global Automotive Products Division: Executive Office: 00000 Xxxxx Xxxxx Xxxxx 000 Xxxx, Xxxxxxxx 00000 XXX	Leased	No

	Rolled Products North America Division: Aurora Research and Development: 000 Xxxxx Xxxxxxxx Xxxxx Xxxxxx, Xxxxxxxx 00000 XXX	Leased	No

	Berea Recycling Plant: 000 Xxxxx Xxxx Xxxxx, Xxxxxxxx 00000 XXX	Owned	N/A

	Fairmont Light Gauge Plant: 0000 Xxxxxxxx Xxxxxxxx, Xxxx Xxxxxxxx 00000 XXX	Owned	N/A

	Greensboro Recycling Plant: 0000 Xxxxxx Xxx Xxxx Xxxxxxxxxx, Xxxxxxx 00000 XXX	Owned	N/A

	Light Gauge Sales Office: 0000 Xxxxx Xxxxxxxxx Xxxx Xxxxxxxxx XX 00000-0000 XXX	Home office, de minimis annual rent	N/A

	Louisville Light Gauge Plant: 0000 Xxxxx 00xx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000 XXX	Owned	N/A

	Oswego Sheet Products Plant: Xxxx Xxxx Xxxxx Xxxxxx, Xxx Xxxx 00000 XXX	Owned	N/A


			Subject to
			Bailee/Landlord
Loan Party	Address	Owned/Leased	Letter
	Terre Haute Light Gauge Plant: 0000 Xxxxx 00xx Xxxxxx Xxxxx Xxxxx, Xxxxxxx 00000 XXX	Owned	N/A

	Warren Sheet Products Plant: 000 Xxxxxxxx Xxxxxx, XX Xxxxxx, Xxxx 00000 XXX	Owned	N/A

	Other: 1022 0 X. Xxxxxxxxxx Xxxxx X, Xxxxxxx, XX 00000 XXX	Lease, de minimis annual rent	No

	0000 Xxxxx Xx. Xxxxx Xxxx, Xxxxxxxxxx 00000 XXX	Home office, de minimis annual rent	No

	000 Xxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxx 00000 XXX	Home office, de minimis annual rent	No

	00 Xxxxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxxxxxx 00000 XXX	Home office, de minimis annual rent	No

	0 Xxxxxxxx Xxxxxx Xxxxxxxxx, Xxx Xxxxxx 00000 XXX	Home office, de minimis annual rent	No

	0000 Xxxxxxxx Xxxxxx Xxxxx 000 Xxxxxxxxx, Xxxxxxxxx 00000 XXX	Sales office, de minimis annual rent	No

Novelis UK Ltd.	Bridgnorth: Xxxxxxxxxxx Xxxx Xxxxxxxxxx XX 0 0XX Xxxxxx Xxxxxxx	Leased	No

	Xxxxxxxxx: Xxxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxxx XX00XX Xxxxxx Xxxxxxx	Owned	N/A

	Banbury: 0xx Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx Xxxx Xxxxxxx, Xxxxxxxxxxx Xxxxxx Xxxxxxx	Leased	No


			Subject to
			Bailee/Landlord
Loan Party	Address	Owned/Leased	Letter
	Bilston: Xxxx 00 Xxxxxxx Xxxxxxxx Xxxxxx, Xxxxxx Street Bilston Xxxxxxxxxxxxx XX00 0XX Xxxxxx Xxxxxxx	Leased	No

Novelis do Brasil Ltda.	Candeias: Via das Xxxxxx, S/N° — Centro Industrial de Aratu Xxxxxxxx, XX CEP 00000-000 Xxxxxx	N/A for Brazil	N/A for Brazil

	Ouro Preto: Xx. Xxxxxxx X. Xxxxxxxx, 000 — Saramenha Ouro Preto, MG CEP 00000-000 Xxxxxx

	Pindamonhangaba: Xx. Xxxxxx, 0000 — Feital Pindamonhangaba, SP CEP 00000-000 Xxxxxx

	Xxxxx Xxxxx: R. Xxxxxx Xxxxxxx, 414 — Utinga Xxxxx Xxxxx, SP CEP 00000-000 Xxxxxx

	Belo Horizonte: Av. do Contorno, 8.000, sala 702 Centre — Belo Horizonte, MG CEP Brazil

	Hydropower Plant — Fumaça: Est. Xxxxxx Xxxxxxxxx a Barroca S/N° — Cachoeira do Brumado Mariana, MG CEP 00000-000 Xxxxxx


			Subject to
			Bailee/Landlord
Loan Party	Address	Owned/Leased	Letter
	Hydropower Plant — Furquim: Xxxxxxx Acesso à Xxxxx xx Xxxxxxx S/N° Mariana, MG CEP 00000-000 Xxxxxx

	Hydropower Plant — Brecha: Fazenda Usina da Brecha, S/N° — Piranga, Guaraciaba, MG CEP 00000-000 Xxxxxx

	Hydropower Plant — Salto: Xxxxx Xxxxx Xxxxxxx do Salto S/N° Ouro Preto, MG CEP 00000-000 Xxxxxx

	Hydropower Plant — Xxxxx: Xxxxx Xxxxxxx do Xxxxx S/N° — Xxxxx Ponte Nova, MG CEP 00000-000 Xxxxxx

	Bauxite Mine — Fazenda Vargem: Mina Fazenda da Vargem, S/N° Santa Xxxxxxx, MG CEP 00000-000 Xxxxxx

	Bauxite Mine — Xxxxxxx Xxxxxxx: Est. de Acesso a Serra Xxxxxxx Xxxxxxx, S/N° Ouro Preto, MG CEP 00000-000 Xxxxxx

	Bauxite Mine — Monjolo: Mina Jazida Monjolo S/N° Mariana, MG CEP 00000-000 Xxxxxx

	Bauxite Mine — Fazenda do Xxxxx Fazenda do Xxxxx, S/N° Caeté, MG CEP 00000-000 Xxxxxx


			Subject to
			Bailee/Landlord
Loan Party	Address	Owned/Leased	Letter
	Bauxite Mine — Serra do Maquiné Xxxx Xxxxx do Maquiné S/N° Caeté, MG CEP 00000-000 Xxxxxx

	Bauxite Mine — Fazenda Gandarela e Mato Xxxxxx Fazenda Gandarela e Mato Xxxxxx S/N°, Santa Xxxxxxx, MG CEP 00000-000 Xxxxxx

	Bauxite Mine — Galo Fazenda Xxxx Xxxx S/N° — Distrito de Carfanaum Xxxxx Xxxxx, XX CEP 00000-000 Xxxxxx

	Bauxite Mine Lagoa Seca Xxxxxxx de Acesso à Xxxx Xxxxx Seca, S/N° — Itabirito — MG CEP 00000-000 Xxxxxx

	Consórcio Candonga (a consortium with CVRD — Cia. Vale Rio Doce) Xxxxxxx Xxxxxx x Xxxxxxx xx Xxxxxxx, xx 00 Rio Doce, MG CEP 00000-000 Xxxxxx

	Warehouse — Aratu Via Matoim S/N° — Aratu Xxxxxxxx, XX Brazil CEP 43800-000

	Warehouse — Acuruí Xxxxxxx de Capanema a Acuruí S/N° Itabirito, MG CEP 00000-000 Xxxxxx

Novelis Deutschland GmbH	Novelis Packaging Benelux: Xxxxxxxxx 00 0000 XX Xxxxxxxxx Xxxxxxxxxxx


			Subject to
			Bailee/Landlord
Loan Party	Address	Owned/Leased	Letter
	Novelis Deutschland GmbH Sales Office France: 00, xxx Xxxxxxxxx — X00 00000 Xxxxx Xxxxxx

	Novelis Deutschland GmbH Werk Berlin Xxxxxxxxxx Xxxxxxx 00-0 00 00000 Xxxxxx Xxxxxxx

	Novelis Deutschland GmbH Nordic Office Denmark Xxxxxxxx 0X 0000 Xxxxxxx Xxxxxxx

	Novelis Deutschland GmbH Nordic Office Finland X.X. Xxx 00 Xxxxxxxxx 0X 00000 Xxxxx Xxxxxxx

	Novelis Market Centre Spain Canada Real de las Merinas 3 — Planta Baja Xxxxxx xx Xxxxxxxx Xxxxxxxxxx 00000 Xxxxxx Xxxxx

	Novelis Deutschland GmbH Market Centre Austria Xxxxxxxxxxxxx 0/0 0000 Xxxx Österreich

	Novelis Deutschland GmbH Market Centre Hong Kong 39th Floor, One Exchange Square, 0 Xxxxxxxxx Xxxxx Xxxx Xxxx

	Xxxxxxx Xxxxxxxxxxx GmbH Market Center Xxxxxxx Xxxxxx Xxxx Xxxx 0 0000 Xxxxxxxx Xxxxxxx

	Novelis Deutschland GmbH Werk Göttingen Xxxxxxxxxxxx Xxxxxxx 0 00000 Xxxxxxxxx Xxxxxxx


			Subject to
			Bailee/Landlord
Loan Party	Address	Owned/Leased	Letter
	Novelis Deutschland GmbH Werk Luedenscheid Xxxxxxxxxxxxx 00-00 00000 Xxxxxxxxxxxx Xxxxxxx

	Novelis Deutschland GmbH Werk Nachterstedt Xxxxxxxxxxxxx Xxxxxxx 0 00000 Xxxxxxxxxxxx Xxxxxxx

	Sales Office Dahenfeld (part of Werk Nachterstedt) Xxxxxxxxxxxxxxxx 00/00 00000 Xxxxxxxxxx Xxxxxxx

	Novelis Deutschland GmbH Am Xxxxxxxxx 00 00000 Xxxx Xxxxxxx

	Novelis Deutschland GmbH Representative Office ul, Xxxxxxxxxxx 00 00-000 Xxxxx Xxxxxx

Locations of Collateral in Possession of Persons Other Than Any Loan Party


Loan Party	Address	Subject to Bailee/Landlord Letter
Novelis Inc.	Building #1104	Bailee Letter
	00 Xxxxxxx Xxxxxxxxx
	Xxxxxxxx, Xxxxxxx
	X0X 0X0
	Xxxxxx

	000 Xxxxxxxxxx Xxxxx	Xxxxxx Xxxxxx
	Xxxxx Xxxxxx, Xxxxxxx
	X0X 0X0
	Xxxxxx

Novelis Corporation	Rexam Beverage	No
	000 Xxxxxx Xxxx
	Xxxxxxxxxx, Xxxxxxx 00000
	XXX


Loan Party	Address	Subject to Bailee/Landlord Letter
	Precision Strip	No
	00000 Xxxxxxx Xxx 00
	Xxxxxxxxx, Xxxxxxx
	XXX

	Rexam Beverage	No
	000 Xx. 00xx Xxxxxx
	Xxxxxxx, Xxxxxxx 00000
	XXX

	Total Warehousing	No
	0000 X. Xxxxxxxxx
	Xxxxxxx, Xxxxxxx 00000
	XXX

	Rexam Beverage Can Co.	No
	00000 Xxxxxxx Xx.
	Xxxxxxxxxx, Xxxxxxxxxx 00000
	XXX

	Rexam Beverage Can Co.	No
	0000 Xxxxxxx Xxxxxx
	Xxxxxxxxx, Xxxxxxxxxx 00000
	XXX

	Western Intermodal	No
	0000 Xxxxx Xxxx
	Xxxxxxxx, Xxxxxxxxxx 00000 XXX

	CMI Freight-Trans. Inc.	No
	0000 X. Xxxxx Xxxxxx
	Xxxxxx, Xxxxxxxxxx 00000
	XXX

	TMSI Warehouse	No
	00000 Xxxxx Xxxxxxxx
	Xxxxxx, Xxxxxxxx 00000
	XXX

	TMSI Warehouse	No
	0000 Xxxx 00xx Xxxxxx
	Xxxxxxxxx, Xxxxxxxx 00000
	XXX

	TMSI Warehouse	No
	000 Xxxxx Xxxxxxxxx Xxxxx
	Xxxxxxx, Xxxxxxxx 00000
	XXX


Loan Party	Address	Subject to Bailee/Landlord Letter
	Rexam Beverage Can Co.	No
	Forest Park Plant 055,
	00 Xxxxx Xxxxx
	Xxxxxx Xxxx, Xxxxxxx 00000
	XXX

	Rexam Beverage Can Co.	No
	0000 Xxxxxxxxxx Xxxx.
	Xxxxxxxxxx, Xxxxxxx 00000
	XXX

	Rexam Beverage Can Co.	No
	000 Xxxxxx Xxxxxx
	Xxxxx Xxxxx, Xxxxxxx 00000
	XXX

	Rexam Beverage Can Co.	No
	0000 X. 00xx Xxxxxx
	Xxxxxxx, Xxxxxxxx 00000
	XXX

	C.M.I. Steel Wheel Warehouse	No
	Chicago, Illinois
	USA

	American Nickeloid	No
	0000 Xxxx Xxxx Xxxxxx
	Xxxx, Xxxxxxxx 00000
	XXX

	Xxxxx Steel	No
	00000 Xxxxxxx Xxxxx
	Xxxx Xxxxxxx, Xxxxxxxx 00000
	XXX

	Xxxxx Warehouse	No
	000 Xxxxxxx Xxxxxx
	Xxxxxxxxxxxx, Xxxxxxx 00000
	XXX

	Eagle Steel Products	No
	0000 Xxxx Xxxx
	Xxxxxxxxx, Xxxxxxx
	XXX


Loan Party	Address	Subject to Bailee /Landlord Letter
	Precoat	No
	XX Xxxxxxx #00 Xxxxxxx Xxx. 000
	Xxxxxxx, Xxxxxxx
	XXX

	Triumph Industries	No
	000 X. Xxxxxxxxxxxx
	Xxxxxxxxx, Xxxxxxx 00000
	XXX

	City Welding	No
	000 Xxxxx Xxxxxxxx Xxxxxx
	Xxxxxxxxx, Xxxxxxx 00000
	XXX

	Aleris Blanking & Rim Products	No
	0000 Xxxxxxxx Xxxxxx
	Xxxxx Xxxxx, Xxxxxxx 00000
	XXX

	Rexam Beverage Can Warehouse	No
	0000 Xxxxxxxx Xxxx Xxxxx
	Xxxxxxxxxx, Xxxxxxx 00000
	XXX

	Ball Metal Container	No
	0000 Xxxxxxxx Xxxxx
	Xxxxx, Xxxxxxx 00000
	XXX

	Owl’s Head	No
	000 Xxxxx XxXxxxxxx Xxx
	Xxxxxxx Xxxxx, Xxxxxxxx 00000
	XXX

	Aleris	No
	000 Xxxxxxx Xxxx Xxxx
	Xxxxxxxxxx, Xxxxxxxx 00000
	XXX

	Ryerson, Inc.	No
	000 Xxx Xxxxxxxxxxx Xxxx
	Xxxxxxxxxxx, Xxxxxxxx 00000
	XXX

	XX Xxxxxx	No
	000 X. Xxxxxxxx
	Xxxxx Xxxxx, Xxxxxxxx
	XXX


Loan Party	Address	Subject to Bailee/Landlord Letter
	Precision Strip Inc.	No
	000 X. Xxxxxxxx Xxxx
	Xxxxxxxx, Xxxxxxxx 00000
	XXX

	Steinweg 0000 Xxxx Xxxx Xxxxxx	Xx
	Xxxxxxxxx, Xxxxxxxx 00000
	XXX

	D & S Delivery Service	No
	00000 Xxxxxxxxxxx Xxxx
	Xxxxxxx, Xxxxxxxx 00000
	XXX

	Aluminum Blanking	No
	000 Xxxx Xxxxxxxxx Xxxxxx
	Xxxxxxx, Xxxxxxxx 00000
	XXX

	Michigan Metal Transport	No
	00000 Xxxxxxxx Xxxxxx
	Xxxxx, Xxxxxxxx 00000
	XXX

	Rexam Beverage Can Co.	No
	000 Xxx Xxxxxx
	Xx. Xxxx, Xxxxxxxxx 00000 XXX

	Precoat	No
	0000 Xxxxxxx Xxxxx Xxxxx
	Xxxxxxx, Xxxxxxxxxxx 00000
	XXX

	Rexam Beverage	No
	00000 Xxxxxx Xxxxx
	Xxxxx Xxxxxx, Xxxxxxxxxxx 00000
	XXX

	Precoat Metals	No
	0000 Xxxxxxx Xx.
	Xx. Xxxxx, Xxxxxxxx 00000 XXX

	Oswego Industries	No
	0 Xxxxxxx Xxxxx
	Xxxxxx, Xxx Xxxx 00000
	XXX


Loan Party	Address	Subject to Bailee/Landlord Letter
	Valeo Inc. Engine Cooling Truck Div.	No
	0000 Xxxxx Xxxxxx
	Xxxxxxxxx, Xxx Xxxx 00000
	XXX

	Ball Corp Metal Beverage	No
	00 Xxxxxxx Xxxx
	Xxxxxxxxxx, Xxx Xxxx 00000
	XXX

	Oswego Warehousing Inc.	No
	000 Xxxx Xxxxxx Xxxxxx
	Xxxxxx, Xxx Xxxx 00000
	XXX

	Scepter, Inc.	No
	00 Xxxx Xxxx
	Xxxxxx Xxxxx, Xxx Xxxx 00000
	XXX

	Triangle Warehouse	No
	0000 Xxxxx Xxxxx
	Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
	XXX

	Rexam Beverage Can Co.	No
	0000 Xxx Xxxxxxxxx Xxxx
	Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000
	XXX

	Precision Strip Inc.	No
	00 X. Xxxx Xxxxxx
	Xxxxxxx, Xxxx 00000 XXX

	American Utility Processors	No
	0000 Xxxxxxxxx Xx.
	Xxxxx, Xxxx 00000

	Specialty Metals	No
	0000 Xxxx Xxxxxx
	Xxxxx, Xxxx 00000
	XXX

	Midwest Iron & Metal	No
	000 Xxxxxxxxx Xxxxxx
	Xxxxxx, Xxxx 00000
	XXX


Loan Party	Address	Subject to Bailee/Landlord Letter
	Highway Logistics Warehouse	No
	0000 Xxxxxxxxxx Xxxxx
	Xxxxxxx, Xxxx 00000
	XXX

	Rexam Beverage Xxx	Xx
	0000 Xxxxx Xxxxxx
	Xxxxxxx, Xxxx
	XXX

	MISA Metal Processing	No
	0000 Xxxx Xxxxx
	Xxxxxxxxxx, Xxxx
	XXX

	Precision Strip Inc.	No
	00 Xxxxx Xxxx Xxxxxx
	Xxxxxxx, Xxxx 00000
	XXX

	Precision Strip Inc.	No
	000 Xxxx Xxxxxx
	Xxxx Xxxx, Xxxx 00000
	XXX

	Rexam Beverage Can	No
	10444 Xxxxxxxxxx
	Xxxxxxxxxx, Xxxx 00000
	XXX

	Main Steel Polishing	No
	0000 X. Xxxxxxxxx Xxxx
	Xxxxxxxxxx, Xxxx 00000

	D&M Warehouse	No
	0000 XX 00xx Xx.
	Xxxxxxxx Xxxx, Xxxxxxxx 00000
	XXX

	Rexam Beverage Can Co.	No
	0000 Xxxxx Xxxxxxx Xxxx
	Xxxxxxxx Xxxx, Xxxxxxxx 00000
	XXX

	Rexam Beverage Can Co.	No
	000 Xxxxxx Xx.
	Xxxxxxxxxxx, Xxxxx Xxxxxxxx 00000
	XXX


Loan Party	Address	Subject to Bailee/Landlord Letter
	Smelter Service	No
	000 Xxxxx Xxxxx Xxxx
	Xx. Xxxxxxxx, Xxxxxxxxx 00000
	XXX

	TAP	No
	0000 Xxxxxx Xxxxx Xxxx
	Xx. Xxxxxxxx, Xxxxxxxxx 00000
	XXX

	Big G Warehouse	No
	000 Xxxxxxx Xxxxx
	Xxxxxxxxxxx, Xxxxxxxxx 00000
	XXX

	Scepter, Inc.	No
	0000 Xxxxxxx Xxxx
	Xxxxxxx, Xxxxxxxxx 00000
	XXX

	El Paso Distribution Center	No
	1301 Xxx Xxxxxx
	El Paso, Texas USA

	Rexam Beverage Can Co.	No
	0000 Xxxxxx Xxxx
	Xxxxxxxx, Xxxxx
	XXX

	Gulf Winds	No
	0000 X. Xxxxxxxx Xxx Xxxx.
	Xxxxxx’s Point, Xxxxx 00000
	XXX

	CMI Freight-Trans. Inc.	No
	0000 X Xxxxxx XX, Xxxxx X
	Xxxxxx, Xxxxxxxxxx 00000
	XXX

	Rexam Plant	No
	0000 Xxxxx 0xx Xxxxxx
	Xxxx, Xxxxxxxxxx 00000
	XXX

Novelis UK Ltd.	Alloa Community Enterprises Ltd Xxxx 0 Xxxxx 0	Xx
	Xxxx Xxxxxx Alloa Xxxxxxxx XX00 0XX Xxxxxx Xxxxxxx


Loan Party	Address	Subject to Bailee/Landlord Letter
	Teeside Transfer & Aggregation Centre	No
	(Abitibi Consolidated Recyling Europe Transfer
	& Aggregation Centre)
	Puddlers Road
	South Tees Industrial Park
	Middlesborough
	Xxxxxxxxx
	XX0 0XX
	Xxxxxx Xxxxxxx

	Howcan	No
	000 Xxxxxx Xxxx
	Xxxxxxxxxx
	X00 0XX
	Xxxxxx Xxxxxxx

	Alutrade	No
	Xxxxxxx Forge House
	Tat Bank Road
	Xxxxxxx
	Xxxx Xxxxxxxx
	X00 0XX
	Xxxxxx Xxxxxxx

	Xxxxxxx Freeths Waste Merchant	No
	Kingshill
	Cricklade
	Xxxxxxx
	XX0 0XX
	Xxxxxx Xxxxxxx

	Dunstable Waste Group	No
	Xxxxxxxxx Road
	Xxxxxxxx Xxxxx
	Nr Xxxxxxxxx
	XX0 0XX
	Xxxxxx Xxxxxxx

	Universal Recycling Co	No
	London Wiper Co Ltd T/A
	Wharf Road
	Kilnhurst
	Mexborough
	Xxxxx Xxxxxxxxx
	X00 0XX Xxxxxx Xxxxxxx


Loan Party	Address	Subject to Bailee/Landlord Letter
	FDB Distribution Ltd	No
	Building 38
	2nd Avenue
	Pensnett Industrial Estate
	Xxxxxxxxxxxx
	Xxxx Xxxxxxxx
	XX0 0XX
	Xxxxxx Xxxxxxx

	Inventory with consignment customers (Bridgnorth):
	Coppice Alupack Ltd	No
	Xxxxxx Xxxxxxxxxx Xxxxxx
	Xxxxxxxxx
	Xxxxxxxx
	XX00 0XX
	Xxxxxx Xxxxxxx

	BSK Materials Ltd	No
	Xxxxxxxxxxxxx Xxxx
	Xxxxxx
	Xxxx
	XX0 0XX
	Xxxxxx Xxxxxxx

	Xxxxxxx Flexible Packaging XX	Xx
	XX Xxx 0
	Xxxxxxx
	0000 XX
	Xxxxxxxxxxx

	Alcan Packaging Tenningen Tschuelin Rothal	No
	GMBH
	Xxxxxxxxx Xxxx Xxxxxxx 00
	00000
	Xxxxxxx

	Xxxxxx Induflex	No
	Ottergemse Xxxxxxxx 000
	Xxxx
	0000
	Xxxxxxx

	CC Pack	Xx
	Xxx 0
	Xxxxx
	00000 Xxxxxx


Loan Party	Address	Subject to Bailee/Landlord Letter
Novelis Deutschland GmbH	Third Party in Possession regarding Berlin:	N/A for Germany

	Schenker Deutschland AG
	Logistikzenttum Nord
	Montanstr. 8-16
	D-13407 Berlin
	Germany

	Xxxxxxx-Speditionsges. mbH
	Industriestr. 6
	D-95182 Dohlau
	Germany

	Third Party in Possession regarding
	GottingenNorf
	(inventory under Norf is property of Novelis Deutschland GmbH):

	Inventory at forwarding agencies:

	Xxxxxxxxx Xxxxxx GmbH & Co. KG,
	Internationale Spedition,
	Xxxxxx-Xxxxx-Xxxxxx 9,
	D- 37079 Gottingen
	Germany

	Schenker Deutschland AG,
	Nordhoffstr. 4,
	D- 37077 Gottingen
	Germany

	Xxxxx Xxxxxxx GmbH & Co. KG,
	Internationale Spedition,
	MiramstraDe 75,
	D-34123 Kassel
	Germany

	Benneckenstein Transporte GmbH Sped.,
	Mittelweg 2 1,
	D-37154 Northeim
	Germany

	Warehouses for raw material:

	Trimet Aluminium AG,
	Aluminiumallee 1,
	D-45356 Essen
	Germany


Loan Party	Address	Subject to Bailee/Landlord Letter
	UCT UmschlagContainer Terminal GmbH,
	Sachtlebenstrasse 34, 4 1541 Dormagen
	Germany

	Agfa-Gevaert AG,
	Grafische Systeme, WerkKalle-Xxxxxx,
	Postfach 3540,
	65025 Wiesbaden Germany

	Agfa-Gevaert UK Manufacturing,
	Coal Road,
	Leeds LS14 2AL West Yorkshire,
	United Kingdom

	Kodak Polychrome Graphics GmbH,
	An der Bahn 80,
	37520 Osterode Germany

	Ball Packaging Europe GmbH,
	Zweigniederlassung Braunschweig,
	Hamburger Str. 36-41,
	38114 Braunschweig
	Germany

	Xxxx Xxxxxxxxx GmbH & Co. KG,
	Zinzinger Str. 1 1,
	66117 Saarbriicken Germany

	NE Deckensysteme GmbH,
	Industriestr. 16,
	45739 Oer-Erkenschwick Germany

	MKG Metall- und Kunststoff-Verarbeitungs-Ges. mbh,
	Daimlerstr. 13-1 5,
	49504 Lotte Germany

	Warehouses for finished goods:
	R.M.S. Europe Ltd.,
	Boothfeny Terminal,
	Bridge Street, Goole, East Yorkshire, DN14 5SS United Kingdom


Loan Party	Address	Subject to Bailee/Landlord Letter
	Third Party in Possession regarding Ludenscheid:

	Schenker Deutschland GmbH
	Logistikzentrum Nord
	Montanstr. 8-16
	D-13407 Berlin
	Germany

	Pirelli Cables Limited
	Industrial Cables Division
	Plant 11
	Chickenhall Lane
	Eastleigh
	Southhampton - SO5 5XA
	United Kingdom

	Pirelli Telekom Cables & Systems UK Ltd.
	Store 39
	Chickenhall Lane
	Eastleigh
	Hampshire - SO50 6YU
	United Kingdom

	Xxxxxxx Verpackung
	Elisabethstr. 6
	D-56564 Neuwied
	Germany

	Draka Comteq Finland Oy
	Local Network Cables LNC
	Johdintie 5
	FIN-90630 Oulu
	Finland

	SIG Combibloc GmbH
	Rurstr. 58
	D-52441 Linnich
	Germany
	Spedition Fahmer GmbH
	Plettenberger Str. 12
	D-58791 Werdohl
	Germany

	Third Party in Possession regarding Nachterstedt


Loan Party	Address	Subject to Bailee/Landlord Letter
	Inventory with consignment customers:

	M. Preymesser GmbH & Co. KG
	Xxxxx-Xxxxxx-Str 1
	D-28309 Bremen Germany

	Innomotive Systems Europe GmbH
	Othestr. 19 D-51702 Bergneustadt
	Germany

	Jaguar Cars Ltd. Central Accounts Payable
	R. 4013 10 Trafford House, Station Way
	Basildon, SS16 5XX United Kingdom

	M. Preymesser GmbH & Co. KG
	Hafenstr. 95 D-74078 Heilbronn Germany

	M. Preymesser GmbH & Co. KG
	Industriestr. 3 D-84 180 Loiching Germany

	Ball Packaging Euxxxx XxxX
	Xxxxxxxxx Xxx. 00 - 41
	D-38 114 Braunschweig Germany

	M. Preymesser GmbH & Co. KG
	Xxxx-Xxxxxxxxxx-Str. 34
	D-71034 Boblingen
	Germany

	GE Hungary XX
	Xxxx ut. 77 Budapest
	Hungary

	Xxxxx Zentrurn Glauchau GmbH & Co. KG
	Peniger Str. 17 D-0837 Glauchau
	Germany


Loan Party	Address	Subject to Bailee/Landlord Letter
	W. Hartrnann & CO.
	Rodingsmarkt 39
	D-20459 Hamburg
	Germany

	Xxxxxx Blxxxxxxxxxxxxxxx XxxX & Xx. XX
	Xxxxxx
	Xxxxxxxxxx Xxx. 00
	X-00 058 Teublitz
	Germany

	Alcan Alluminio S.P.A.
	Via Bruno Buozzi 12
	Fizzonasco di Pieve
	Italy

	Panopa Logistik GmbH
	Max-xxx-Xxxx Weg 2
	D-38448 Wolfsburg
	Germany

	ThyssenKmpp Schulte GmbH
	Xxxxxx-Bosch-Str. 1
	D-38112 Braunschweig
	Germany

	ThyssenKrupp Metallcenter GmbH
	Am Storrenacker 4
	D-76139 Karlsruhe
	Germany

	SMK Stxxxxxxxxxx XxxX
	Xxx-Xxxxxx Xxx. 0 0
	D-6766 I Kaiserslautern
	Germany

	Inventory with commission processor
	(Lohnveredler)

	LTI Metalltechnik GmbH
	Im Fliirlein 16
	D-742 14 Schontal-Berlichingen
	Germany
	Coils Anodizing N.V.
	Industriezone 5
	Landen
	Belgium


Loan Party	Address	Subject to Bailee/Landlord Letter
	Decomecc Co.
	Bilzer Weg 8
	3600 Genk
	Belgium

	Rede
	Rux xx xx Xxxxxxxxxx
	00000 Xe Mesnil en Thelle
	France

	Jaguar Cars Ltd.
	Central Accounts Payable
	R.40/3 10
	Trafford House, Station Way
	Basildon, SS16 5XX
	United Kingdom

	Inventory with customers who purchase on approval (gutbefund)

	Tirsan Anhangerproduktion x. Xxxxxx Xxxx
	GmbH
	Siemensstr. 74
	approval (Gutbefund)
	D-47574 Goch
	Germany

	Alutech Ges.mbH
	Untersbergstr. 1
	Austria

	Behr Motorradtechnik Reichenbach GmbH
	Gewerbering 2
	D-08468 Xxxxxxxxxxx
	Germany

	Xxxxxx Plastics GmbH
	Am Bahnhof 3
	D-45711 Dattein
	Germany

	Alfun AS.
	Zahradni 1610/40
	79201 Bruntal
	Czech Republic

	Aries S.P.A.
	Stxxxx Xxxxxx 00
	00000 Xxxxxxxx (Xx)
	Xxxxx


Loan Party	Address	Subject to Bailee/Landlord Letter
	Xxxxxx Blxxxxxxxxxxxxxxx XxxX & Xx. XX
	Xxxxxx
	Xxxxxxxxx Xxx. 00
	X-00 058 Teublitz
	Germany

	Jaguar Cars Ltd.
	Central Accounts Payable
	R.4013 10
	Xxxxxxxx Xxxxx, Xxxxxxx Xxx
	Xxxxxxxx, XX00 0XX
	Xxxxxx Xxxxxxx

	Alcan Singen GmbH
	Ahxxxxxx-Xxxxx 0
	X-00000 Xxxxxx
	Xxxxxxx

	Third Party in Possession regarding Plettenberg Xxxx:

	Inventory and consignment arrangements:

	ContiTech TechnoChemie
	D-61184 Karben
	Germany

	ContiTech TexxxxXxxxxx XxxX
	X-0000 Xxxxxxxxxx
	Xxxxxxx

	Continental Industrias
	E-28820 Coslada-Madrid
	Spain

	Sped. Xxxxxx (Dura)
	D-54552 Mehren
	Germany

	Dura Shifter Systems
	GB-Xxxxxxxxxxx, XX00 0XX
	Xxxxxx Xxxxxxx

	Sped. Xxxxxxx Xxxxxx (Xxxxx)
	D-76456 Kuppenheim
	Germany


Loan Party	Address	Subject to Bailee/Landlord Letter
	Xxxxx Fluid Power
	Brierley Hill
	West Midlands DY5 2LB
	England
	United Kingdom

	Inventory at forwarding agency:

	Excel GmbH
	D-Meinerzhagen

	Inventory under consignment arrangements:

	Xxxxx
	Kattenberg 52a
	D-18273 Gustrow
	Germany

	Xxxxxx
	Nicolaistrasse 32
	D-12247 Berlin
	Germany

	Moller
	Alter Xxxxxxx 62
	D-44064 Dortmund
	Germany

	Xxxx
	Xxxxx — Zeigner — Allee 69/73
	D-04229 Leipzig
	Germany

	Zable
	Gateforth Lane
	GB-YO8 9HP Xxxxxxxxx Xxxxx
	United Kingdom

	Xxxxxx
	Neuwiesen 9
	D-73312 Geislingen
	Germany

	A.F.V. Emballages
	28 Grande Rue
	F-78790 Hargeville
	France


Loan Party	Address	Subject to Bailee/Landlord Letter
	Inventory at external storage area:

	ARG
	Am Stadthafen 5 1 — 65
	D-45881 Gelsenkirchen
	Germany

	Xxxx Xxxxx
	Industriezone Webbekom 2/16
	B-3290 Diest
	Belgium

	Compackt
	Kalver Strasse 20
	D-585 15 Liidenscheid
	Germany

	Fahmer
	Plettenberger Str. 12
	D-58791 Werdohl
	Germany

	Trimet
	Am Stadthafen 5 1 — 65
	D-45881 Gelsenkirchen
	Germany

	Xxxxxxx
	Ebbetalstrasse 63a
	D-58840 Plettenberg
	Germany

	Sperrlager OV-APO
	Bahnhofstr. 27
	CH-6890 Lustenau
	Switzerland

	Xxxxxxxxx Maschinenbau
	Maumker Strasse 13
	D-57368 Lennestadt
	Germany

	Xxxxxx & Xxxxx
	Spannstiftstr. 1 — 39
	D-58 119 Hagen
	Germany

Novelis do Brasil Ltda.	Inventory stored with customers under consignment arrangements:


Loan Party	Address	Subject to Bailee/Landlord Letter
	Cabreúva	N/A
	Crown Embalagens S/A
	Rod. Xxx Xxxxxxx X. X. Xxxxx, Km 80.24
	Cabreúva, SP
	CEP 13315-000
	Brazil

Schedule 4.01(g)

Local and Foreign Counsel

§		Xxxxxx Xxxxxxx LLP, as special British Columbia and Alberta counsel to the Loan Parties

§		Xxxxxxxxxx Xxxxxxxx L.L.P., as special Quebec counsel to the Loan Parties

§		Macfarlanes, as UK counsel to the Loan Parties

§		Xxxx StiefenHofer Xxxx, as German counsel to the Loan Parties

§		Ernst & Young Societe d’Avocats, as French counsel to the Loan Parties

§		Levy & Salomao Advogados, as Brazilian counsel to the Loan Parties

§		A&L Goodbody, as Irish counsel to the Loan Parties

§		Homburger, as Swiss counsel to the Loan Parties

§		Studio Legale Tributario, as Italian counsel to the Loan Parties

§		Xxx & Xxxxx, as Korean counsel to the Loan Parties

§		Xxx Xxxxx — Xxxxxx, as Belgian counsel to the Loan Parties

§		Elvinger Dessoy Dennewald, as Luxembourg counsel to the Loan Parties

§		Xxxxx Day, as Georgia, Ohio and Texas counsel to the Loan Parties

§		Xxxxxxx Xxxxx PLLC, as West Virginia counsel to Loan Parties

§		Ice Xxxxxx, as Indiana counsel to Loan Parties

§		Xxxx Xxxxxxxxxx & Hollister LLP, as Kentucky counsel to Loan Parties

Schedule 4.01(l)

Sources and Uses

Sources and Uses

in millions


Sources						Uses
	Amount		%				Amount		%
New Term Loan	$	960.0		75	%	Refinance Term Loan	$	822.0		64	%
New ABL Revolver*	$	324.0		25	%	Refinance Revolver	$	443.0		35	%
						Fees and expenses	$	19.0		1	%


Total	$	1,284.0		100	%		$	1,284.0		100	%


*		After giving effect to the borrowing and repayment to occur on the Closing Date pursuant to the Revolving Credit Agreement in an aggregate amount of approximately $226 million.

Schedule 4.01(o)(iii)

Title Insurance Amounts


Facility	Amount
Greensboro, Georgia	$	8,110,000
Terre Haute, Indiana	$	24,450,000
Berea, Kentucky	$	16,500,000
Louisville, Kentucky	$	11,000,000
Scriba, New York	$	28,920,000
Warren, Ohio	$	13,670,000
Fairmont, West Virginia	$	22,300,000
Kingston, Ontario	C	$50,710,000
Saguenay, Quebec	C	$20,980,000

Schedule 5.11(b)

Certain Subsidiaries

Novelis Italia SpA

Novelis Foil France SAS

Novelis PAE SAS

Schedule 5.16

Post-Closing Covenants

1.		Within 30 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) Novelis Europe Holdings Limited shall deliver to the Administrative Agent a Pledge Agreement Over Shares in favor of the Secured Parties whereby Novelis Europe Holding Limited pledges 100% of the share capital of Novelis Italia S.p.A.

2.		Within 30 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) Borrowers shall deliver to the Administrative Agent share certificates representing, individually, (i) 84,393,463 ordinary shares issued by Novelis Europe Holdings Limited to Novelis Inc.; (ii) 1 ordinary share issued by Novelis Europe Holdings Limited to Novelis Inc.; and (iii) 144,928,900 preferred shares issued by Novelis Europe Holdings Limited to Novelis Inc. If Borrowers are not able to locate such share certificates, Borrower shall cause to be executed lost stock affidavits and shall cause Novelis Europe Holdings Limited to reissue such certificates, with such certificates to be delivered to the Administrative Agent within the time period proscribed in this paragraph 2.

3.		Within 3 Business Days after the date hereof, Borrowers shall deliver to the Administrative Agent an executed final copy, with an original to follow via next-business-day-delivery, of an opinion letter from Xxxx, Xxxxxxxxxx & Xxxxxxxxx LLP concerning the enforceability of the mortgages and fixture filings with respect to the real property located in each of Madison County and Jefferson County, Kentucky.

4.		Within 10 Business Days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) the Borrowers shall deliver to the Administrative Agent replacements for the Pledged Intercompany Notes listed on Schedule 11 on the Perfection Certificate other than those entered into on the Closing Date in the form of Intercompany Note found in Exhibit P together with endorsements.

5.		Within forty-five (45) days of closing (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) each Guarantor will, subject to the proviso below, execute, deliver, and submit to the relevant government office(s) for filing or registration, and pay the requisite fee for such filing or registration, all documents reasonably requested by the Collateral Agent and necessary to validate or perfect the Lien of the Collateral Agent, for the ratable benefit of the Secured Parties, in any material Intellectual Property that such Guarantor owns in Germany, Switzerland, Canada, the UK and the US. In particular:

(i) with respect to IP established under U.S. law, other than obsolete or abandoned IP, other than obsolete or abandoned IP, Guarantor will (a) execute, deliver, and submit an agreement substantially in the form of the U.S. Intellectual Property Security Agreement for recording in the U.S. Patent and Trademark Office and U.S. Copyright Office, (b) execute and deliver and file Form UCC-Is in the applicable Secretary of State’s Office and (c) record in the U.S. Patent and Trademark Office and U.S. Copyright Office, as

applicable, documentation necessary to bring title to such IP current into the name of the relevant Guarantor,

(ii) with respect to IP established under German law, other than obsolete or abandoned IP, Guarantor will execute and deliver a Security Transfer and Assignment Agreement Relating to Intellectual Property Rights (which may be recorded in the relevant German IP registry office upon the occurrence of an Event of Default)

(iii) with respect to IP established under UK law, other than obsolete or abandoned IP, Guarantor will (a) execute and deliver Form 24s in a form reasonably required by the Collateral Agent for recording in the relevant UK IP registry, (b) execute, deliver and file appropriate documents for recording with the UK Companies House and (c) record documentation in the UK IP registry necessary to bring title to such IP current into the name of the relevant Guarantor,

(iv) with respect to IP established under Canadian law, Guarantor will file any additional or cause to be filed registrations under the PPSA required by the Collateral Agent in respect of the appropriate Security Documents,

(v) With respect to IP established under Swiss law, Guarantor will execute and deliver, or submit for registration at its sole cost and expense, such documents and instruments for recording the Collateral Agent’s Lien, for the ratable benefit of the Secured Parties, as are necessary and appropriate;

provided that, in each of the foregoing clauses (iv) and (v), the cost of recording such documents and instruments, or of bringing the title to such IP current, is not unreasonable when compared to the value of the IP, and its materiality to the business of the Guarantor or other Guarantors.

6.		Within 1 Business Day of the Closing Date (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) a Share Pledge of 100% of the capital stock of Novelis Deutschland GmbH for the Term Lenders and one such Share Pledge for the ABL Lenders accompanied by an opinion of A&L Goodbody covering such Share Pledges.

7.		Transfer of Title to Movable Assets to be provided within 5 Business Days of the Closing Date (or such longer period as may be agreed to by the Administrative Agent in its sole discretion).

8.		Negative pledge over real estate in Germany with undertaking not to transfer the real estate within 5 Business Days of the Closing Date (or such longer period as may be agreed to by the Administrative Agent in its sole discretion, including, at the election of the Administrative Agent, entry into the land register to respective encumbrances securing the negative pledge and no-transfer (within 2 months from the election)).

9.		Evidence that the land charges have been effectively transferred to Novelis Deutschland GmbH within 2 months, or such longer period acceptable to the Administrative Agent.

10.		Copy of Trust Agreement between Novelis AG and Novelis Deutschland GmbH, within one Business Day.

11.		Commerzbank Receipt of Trust Agreement and issuance of Lien Waiver (or subordination) Agreement Over All Pledged Bank Accounts within 5 Business Days of the Closing Date (or such longer period as may be agreed to by the Administrative Agent in its sole discretion).

12.		Global Assignment of Receivables and Insurance Claims (Globalzession) by Novelis Deutschland GmbH within 10 Business Days of the Closing Date, or such longer period as acceptable to the Administrative Agent.

13.		Security transfer agreements over all IP rights of Novelis Deutschland GmbH.

14.		Ten (10) notarized originals and 190 simple originals of executed assignment notices by Novelis AG within 10 Business Days of the Closing Date (or such longer period as may be agreed to by the Administrative Agent in its sole discretion).

Schedule 6.01(b)

Existing Indebtedness

Bank Name/

US$

Company

Description

Noteholder

Issue Date

Due date

Amount

Novelis Korea Ltd.

Loan

Korea Exchange Bank

December 28, 2004

December 28, 2007

70,000,000

Novelis Korea Ltd.

Loan

Shinhan Bank

November 17, 2004

November 17, 2007

42,539,615

Novelis Korea Ltd.

Loan

Shinhan Bank

December 24, 2004

December 24, 2007

26,587,259

Novelis Korea Ltd.

Loan

Korea Exchange Bank

November 9, 2000

September 15, 2008

246,942

Novelis Korea Ltd.

Loan

Korea Exchange Bank

August 14, 2002

September 15, 2010

402,903

Novelis Korea Ltd.

Loan

Shinhan Bank

December 18, 2003

June 15, 2011

318,196

Novelis AG

Capital lease

Leasing Company

August 17, 2005

August 17, 2011

3,315,855

Novelis AG

Capital lease

Alcan

December 30, 2004

Q4, 2019

46,321,440

Novelis Foil France SAS

Loan

C.I.L

December 31, 1992

December 31, 2012

305,395

Novelis Foil France SAS

Loan

C.I.L

December 31, 1991

December 31, 2011

305,190

Novelis Luxembourg

Loan

SNCI

November 27, 2003

March 31, 2009

1,226,912

Novelis Italia SpA

Loan

Ministero del Tesoro

April 14, 2000

April 14, 2009

306,935

Novelis AG

Loan

Commerzbank, Berlin

N/A

45,842

Novelis Foil France SAS

Loan

Societe Generale

N/A

15,208

Novelis Italia SpA

Loan

Credito Artigiano SPA

N/A

1,830,815

Novelis Italia SpA

Loan

Banca Intesa SPA

N/A

2,007,564

Novelis Italia SpA

Loan

San Paolo Imi SPA

N/A

34,384

Novelis Italia SpA

Loan

Banca Popolare di Bergamo SPA

N/A

129,176

Novelis Italia SpA

Loan

Unicredit Banca SPA

N/A

172,873

With respect to Indebtedness under the Senior Note Documents, the obligors thereunder include (in addition to Loan Parties) Eurofoil, Inc.

Schedule 6.02(c)

Existing Liens

The exceptions from the title insurance coverage as set forth on the attached Annex A.


			Registration/
		File No. and	Renewal Period	Collateral
Debtor(s)	Secured Party(ies)	Date of Registration	(years)	Description
NOVELIS CORPORATION PO BOX 6977 CLEVELAND, OHIO 44101-1977	AIR LIQUIDE INDUSTRIAL US LP 12800 WEST LITTLE YORK ROAD HOUSTON, TEXAS 77041	05-0021329284 JULY 8, 2005 AMENDMENT 05-00265681 AUGUST 24, 2005	5 YEARS	VERTICAL VESSEL 9000 GALLON SERIAL #L1348 VERTICAL VESSEL 13000 GALLON SERIAL #S1154 AND S1155

				(LOCATION: ALCAN
				ALUMINUM 440 XXXXXX XXXXX 0X, XXXXXX, XX 03126)

				VERTICAL VESSEL:
				11000 XXXXXX XXXXXX #000 (XXXXXXXX:
				XXXXX XXXX, XX)

NOVELIS CORPORATION 6060 PARKLAND BLVD. CLEVELAND, OHIO 44124	MARUBENI AMERICA CORPORATION 450 LEXINGTON AVENUE NEW YORK, NY 10017	06-0002744609 JANUARY 25, 2006	5 YEARS	PURCHASE MONEY SECURITY INTEREST IN ALL PRIMARY ALUMINUM TEE BARS SHIPPED TO DEBTOR AND ALL PROCEEDS ARISING FROM THE SALE OF PRIMARY ALUMINUM TEE BARS.

NOVELIS CORPORATION 3399 PEACHTREE ROAD ATLANTA, GA 30326-1120	IOS CAPITAL 1738 BASS ROAD MACON, GA 31210-1043	06-0004965040 FEBRUARY 13, 2006	5 YEARS	All equipment now or hereafter leased in an equipment leasing transaction in connection with that certain Master Agreement No. 1799592, and all additions, improvements,


			Registration/
		File No. and	Renewal Period	Collateral
Debtor(s)	Secured Party(ies)	Date of Registration	(years)	Description
				attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) there from.

NOVELIS CORPORATION 6060 PARKLAND BLVD. CLEVELAND, OHIO 44124	XXXXXXXX TRACTOR CO., INC. PO BOX 10367 BIRMINGHAM, AL 35202	06-0017582291 MAY 23, 2006	5 YEARS	ONE (1) GC55, S/N AT88A00191, INCLUDING PROCEEDS.

NOVELIS CORPORATION 440 XXXXXX XXXXX 0X XXXXXX, XX 031263962	DE XXXX XXXXXX FINANCIAL SERVICES INC. 1111 OLD EAGLE SCHOOL ROAD XXXXX, PA 19087	06-0032929798 OCTOBER 3, 2006	5 YEARS	INCLUDING ALL COMPONENTS, ADDITIONS, UPGRADES, ATTACHMENTS, ACCESSIONS, SUBSTITUTIONS, REPLACEMENT AND PROCEEDS OF THE FOREGOING. THIS FILING IS FOR PRECAUTIONARY PURPOSES IN CONNECTION WITH AN EQUIPMENT LEASING TRANSACTION AND IS NOT TO BE CONSTRUED AS INDICATING THAT THE TRANSACTION IS OTHER THAN A TRUE LEASE.

NOVELIS CORPORATION 6060 PARKLAND BLVD. CLEVELAND, OHIO 44124	GLENCORE LTD. 3 STAMFORD PLAZA 301 TRESSOR BLVD. STAMFORD, CT 06901-3244	06-0033941541 OCTOBER 12, 2006	5 YEARS	All of Glencore Ltd.’s A7E, A71, P1020 (ingot) AND/OR ITS EQUIVALENT stored from time to time at storage facilities of Novelis Corporation located at four Novelis locations.

Schedule 6.04(b)

Existing Investments

Investments as set forth in Schedule 10 to the Perfection Certificates delivered by each of the Loan Parties.

Note issued by Novelis UK Ltd in favor of Novelis Luxembourg Participations S.A., dated February 3, 2005, in the principal amount of $123,457,338, and maturing February 3, 2015 (the “NLP Note”).

Note issued by Novelis AG in favor of Novelis Laminés France SAS, dated June 10, 2007 in the principal amount of EUR 700,000 and maturing July 10, 2007 (the “NLF Note”).

Note issued by Novelis AG in favor of Novelis PAE SAS, dated June 29, 2007 in the principal amount of EUR 4,800,000 and maturing July 9, 2007 (the “NP Note”).

It is expressly understood and agreed that the NLP Note, the NLF Note and the NP Note shall be permitted under Section 6.04(b) of the Credit Agreement for a period of 30 days following the Closing Date and the NLP Note, the NLF Note and the NP Note shall automatically (and without further action by any party) be removed from this Schedule 6.04(b) on the 31st day following the Closing Date.

per cent. per annum

per cent. per annum