Common use of UNDERTAKINGS OF THE ASSIGNOR Clause in Contracts

UNDERTAKINGS OF THE ASSIGNOR. During the term of this Agreement, the Assignor undertakes to the Administrative Agent: 11.1 not to take, or participate in, any action which results or might result in a sale, transfer, encumbrance or other disposal of the Receivables or permit to subsist, create or agree to create any security interest or third party right in or over the Receivables other than as expressly permitted under the terms of this Agreement or the Credit Agreement; 11.2 to refrain from any acts or omissions, the purpose or effect of which is or would be the material dilution of the value of the Receivables or the Receivables ceasing to be assignable other than (i) in the Assignor’s ordinary course of business or (ii) as permitted under the terms of this Agreement or the Credit Agreement; 11.3 to inform the Administrative Agent without undue delay in writing of any attachment (Pfändung) over any of the Receivables or part thereof and any third parties bringing claims in respect of any of the Receivables or part thereof or any other measures which might impair or jeopardize the Administrative Agent’s rights relating to any Receivable or materially impair its value, such notice to be accompanied by any documents the Administrative Agent might need to defend itself against any claim by a third party. In the event of an attachment, the Assignor undertakes to forward to the Administrative Agent without undue delay a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary or expedient for a defence against such attachment. The Assignor shall inform the attaching creditor of the Administrative Agent’s security interests without undue delay; 11.4 to take, at its own cost and expense, all such action as is available to it as may be necessary for the purpose of the creation, perfection, protection or maintenance of the security rights created or intended to be created by or pursuant to this Agreement or to facilitate the realisation of the Receivables; and 11.5 upon the Administrative Agent’s request, to allow the Administrative Agent (as well as accountants, other professional advisors and contractors of the Administrative Agent) for the purpose of inspecting and checking any of the Receivables to examine, audit and inspect its books, accounts and other documents wherever located at all times and on reasonable notice at the risk and cost of the Assignor during normal business hours, and to make and take away copies of any and all of such books, accounts and other documents; provided that, so long as no Event of Default has occurred and is continuing, the Administrative Agent shall not exercise this right more often than two times during the calendar year.

UNDERTAKINGS OF THE ASSIGNOR. During The Assignor undertakes towards the term Collateral Agent and the Secured Parties: 15.1 to promptly (unverzüglich) inform the Collateral Agent of this the conclusion of new insurance contracts; 15.2 except as to the Receivables sold and assigned under the Receivables Transfer Agreement, the Assignor undertakes to the Administrative Agent: 11.1 not to take, or participate in, any action which results or might result in a sale, transfer, encumbrance or other disposal of the Receivables create or permit to subsistsubsist any encumbrance over any of the Receivables, create or agree do or permit to create any security interest or third party right in or over the Receivables other than as expressly permitted under the terms of this Agreement or the Credit Agreement; 11.2 to refrain from any acts or omissionsbe done, the purpose or effect of anything which is reasonably expected to jeopardize or would be otherwise directly prejudice the material dilution existence, validity or enforceability of the value of the Receivables or the Receivables ceasing to be assignable other than (i) in the Assignor’s ordinary course of business or (ii) security created hereunder, except as permitted under the terms of this Agreement or the Credit AgreementAgreements; 11.3 15.3 not to inform terminate, amend or modify the Administrative Agent Profit and Loss Pooling Agreement without undue delay in writing of any attachment (Pfändung) over any the prior written consent of the Collateral Agent; 15.4 to furnish to the Collateral Agent such information concerning the Receivables as is available to the Assignor and as the Collateral Agent may reasonably request for the evaluation or part thereof collection of the claims, and any third parties bringing claims in respect upon occurrence of any of the events described in Clause 10.1 and notice being given to the Assignor, to permit the Collateral Agent and its designees to inspect, audit and make copies of and extracts from all records and all other papers in the possession of Assignor which pertain to the Receivables, and upon the reasonable request of the Collateral Agent, to deliver copies of all such records and papers; 15.5 to inform the Collateral Agent promptly upon gaining knowledge of any attachments (Pfändungen) of third parties that relate to the Receivables or part thereof or any other measures third-party measures, except for the creation of Permitted Liens, which might impair or jeopardize the Administrative Agent’s rights relating to any Receivable or materially impair its value, such notice to be accompanied by any documents the Administrative Agent might need to defend itself against any claim by a third partyCollateral. In the event of an any such attachment, the Assignor undertakes to forward to shall provide the Administrative Collateral Agent without undue delay with a copy of the attachment order (Pfändungsbeschluss), any and/or transfer order (ÜberweisungsbeschlussPfändungs-und/oder überweisungsbeschluss) and all any other documents which the Collateral Agent requests that are necessary or expedient for a defence defense against such attachment. The In addition, the Assignor shall inform the attaching creditor third party promptly (unverzüglich) in writing of the Administrative Collateral Agent’s security interests without undue delayinterest and render to the Collateral Agent all assistance required or expedient to defend the Receivables. All costs and expenses reasonably incurred for defense measures by the Collateral Agent shall be borne by Global Assignment Agreement Novelis Deutschland GmbH the Assignor. This shall also apply to the institution of legal action which the Collateral Agent considers necessary; 11.4 15.6 if the documents, books, records or electronic data systems evidencing Receivables are in the direct possession of a third party, to takeinstruct such third party to allow the Collateral Agent to have access to those documents, books, records and electronic data systems. 15.7 to ensure that the Collateral Agent is furnished with an insurance certificate (Sicherungsschein or Sicherungsbestätigung) for each of the insurances maintained for the account of the Collateral Agent. 15.8 to execute and do all such assurances, acts and things at its own cost and expense, all such action as is available to it as the Collateral Agent may be necessary reasonably require 15.8.1 for perfecting or protecting the purpose security and the first priority thereof, where applicable, under this Agreement; and 15.8.2 in the case of the creationenforcement of security, perfection, protection to facilitate the realization of all or maintenance any part of the security rights created or intended to be created by or pursuant Collateral which is subject to this Agreement or to facilitate and the realisation exercise of all powers, authorities and discretions vested in the Receivables; and 11.5 upon the Administrative Collateral Agent’s request, to allow the Administrative Agent (as well as accountants, other professional advisors and contractors of the Administrative Agent) for the purpose of inspecting and checking any of the Receivables to examine, audit and inspect its books, accounts and other documents wherever located at all times and on reasonable notice at the risk and cost of the Assignor during normal business hours, and to make and take away copies of any and all of such books, accounts and other documents; provided that, so long as no Event of Default has occurred and is continuing, the Administrative Agent shall not exercise this right more often than two times during the calendar year.