Common use of Undertakings and Covenants Clause in Contracts

Undertakings and Covenants. 7.1 The borrower hereby agrees and undertakes that, until the principal debt plus finance charges has been repaid in full, the borrower shall: 7.1.1 furnish the bank with the audited annual financial statements (consolidated, if the borrower has subsidiaries) and all other financial information with which a shareholder is entitled to be furnished by the borrower, within 180 days of the end of the financial year of the borrower; 7.1.2 maintain in full force and effect all government, tax, monetary and other approvals required to enable the borrower to maintain its corporate status to continue in its business and affairs; 7.1.3 not encumber any of its assets, except for existing encumbrances, without prior written consent of the bank, which consent shall not be unreasonably withheld if the encumbrances are in the normal course of business; 7.1.4 immediately notify the bank of any change in the present shareholding or beneficial ownership of the borrower, whereupon the bank shall be entitled to review the terms of the loan facility and, if the bank regards in its sole discretion the change to be material, the bank shall be entitled to cancel this agreement; 7.1.5 ensure that all necessary exchange control approvals have been obtained from the Reserve bank and complied with. 7.2 The borrower represents and warrants to the bank that: 7.2.1 it is a company duly registered and existing under the laws of the Republic of South Africa; 7.2.2 it has full power to enter into and perform in terms of this agreement and has taken all necessary corporate and other actions to authorise the borrowings hereunder, including such steps as may be necessary to comply with the provisions of Article 60 of Table A or Article 61 of Table B of the Companies Act of 1973 (as amended), if applicable; 7.2.3 this agreement constitutes a legal, valid, binding and enforceable obligation of the borrower; 7.2.4 no litigation, arbitration or administrative proceeding is currently in progress or, to the knowledge of the borrower, pending or threatened against it, or any of its assets, which relates in any manner to this agreement or which would have a materially adverse effect on the financial condition of the borrower; 7.2.5 it is not a party to any agreement materially affecting, or which is likely to materially affect, its financial condition; 7.2.6 it has good title to all its assets which are reflected in its financial statements or has not sold or otherwise disposed of any such assets as reflected in its last audited financial balance sheet for the last financial year, except in the ordinary course of business; 7.2.7 its last published annual report fairly represents the consolidated financial position of the borrower and its subsidiaries, where applicable, and the consolidated results of their operation for that financial year, and that the said financial statements have been prepared in accordance with generally accepted accounting principles in the Republic of South Africa consistently applied, and that the borrower does not have significant liabilities, present or continued including, without limitation, liabilities for taxes or material forward or long term commitments which are not disclosed or provided for in such financial statements; 7.2.8 there has been no material adverse change in the financial or other condition of the borrower since the date of its last audited financial statements. 7.3 The borrower shall be deemed on the anniversary of each year after date of signature of this agreement to represent and warrant that each of the representations and warranties is true and accurate on such day and, in addition, that the then latest accounts of the borrower and its subsidiaries, delivered to the bank pursuant hereto, fairly represents the financial position of the borrower or the consolidated financial position of the borrower and its subsidiaries, as the case may be.

Undertakings and Covenants. 7.1 The borrower hereby agrees and Each of the Mortgagors undertakes that, until that for so long as the principal debt plus finance charges has been repaid Agreement remains in full, the borrower shallexistence it will: 7.1.1 furnish promptly deliver or cause to be delivered to the bank Mortgagee all notices and other communications which the Mortgagor may receive in respect or in connection with the audited annual financial statements (consolidated, if the borrower has subsidiaries) and all other financial information with which a shareholder is entitled to be furnished by the borrower, within 180 days of the end of the financial year of the borrowerShares; 7.1.2 maintain pay to the Mortgagee upon demand, the amount of all expenses which the Mortgagee may incur in full force and effect all government, tax, monetary and other approvals required or with a view to enable the borrower to maintain its corporate status to continue perfecting or enforcing this Deed or otherwise in its business and affairsconnection herewith; 7.1.3 not encumber promptly pay all calls and other payments which may become due in respect of any of its assetsthe Shares; and 7.1.4 not at any time create, assume or permit to arise or subsist any encumbrance whatsoever on any or all of the Shares or transfer sell or otherwise howsoever deal with the Shares except for existing encumbrancespursuant hereto. 7.2 Each of the Mortgagors covenants with the Mortgagee that: 7.2.1 it will not, without the prior written consent of the bankMortgagee, which consent shall not be unreasonably withheld if the encumbrances are in the normal course of business; 7.1.4 immediately notify the bank of sell, transfer or deal with, or agree (conditionally or unconditionally) to sell, transfer or deal with any change in the present shareholding or beneficial ownership of the borrower, whereupon Shares or any interest in them during the bank shall be entitled to review the terms continuance of the loan facility this Deed; and, if the bank regards in its sole discretion the change to be material, the bank shall be entitled to cancel this agreement; 7.1.5 ensure that all necessary exchange control approvals have been obtained from the Reserve bank and complied with. 7.2 The borrower represents and warrants to the bank that: 7.2.1 it is a company duly registered and existing under the laws of the Republic of South Africa; 7.2.2 it has full power to enter into and perform in terms of this agreement and has taken all necessary corporate and other actions to authorise will not, without the borrowings hereunder, including such steps as may be necessary to comply with the provisions of Article 60 of Table A or Article 61 of Table B prior written consent of the Companies Act Mortgagee, create or permit to subsist any mortgage, pledge, lien, charge, assignment by way of 1973 (as amended)security, if applicable; 7.2.3 this hypothecation, letter of trust, security interest or any other security agreement constitutes a legal, valid, binding and enforceable obligation of or arrangement existing or future upon the borrower; 7.2.4 no litigation, arbitration or administrative proceeding is currently in progress or, to the knowledge of the borrower, pending or threatened against it, Shares or any of its assets, which relates them to secure any liability (actual or contingent) except as constituted by this Deed or grant any right or interest in or over the Shares or any manner to this agreement or which would have a materially adverse effect on the financial condition of the borrower; 7.2.5 it is not a party to any agreement materially affecting, or which is likely to materially affect, its financial condition; 7.2.6 it has good title to all its assets which are reflected in its financial statements or has not sold or otherwise disposed of any such assets as reflected in its last audited financial balance sheet for the last financial year, except in the ordinary course of business; 7.2.7 its last published annual report fairly represents the consolidated financial position of the borrower and its subsidiaries, where applicable, and the consolidated results of their operation for that financial year, and that the said financial statements have been prepared in accordance with generally accepted accounting principles in the Republic of South Africa consistently applied, and that the borrower does not have significant liabilities, present or continued including, without limitation, liabilities for taxes or material forward or long term commitments which are not disclosed or provided for in such financial statements; 7.2.8 there has been no material adverse change in the financial or other condition of the borrower since the date of its last audited financial statementsthem. 7.3 The borrower shall be deemed on the anniversary of each year after date of signature of this agreement to represent and warrant that each of the representations and warranties is true and accurate on such day and, in addition, that the then latest accounts of the borrower and its subsidiaries, delivered to the bank pursuant hereto, fairly represents the financial position of the borrower or the consolidated financial position of the borrower and its subsidiaries, as the case may be.

Undertakings and Covenants. 7.1 The borrower hereby agrees and Mortgagor undertakes that, until that for so long as the principal debt plus finance charges has been repaid Agreement remains in full, the borrower shallexistence it will: 7.1.1 furnish promptly deliver or cause to be delivered to the bank Mortgagee all notices and other communications which the Mortgagor may receive in respect or in connection with the audited annual financial statements (consolidated, if the borrower has subsidiaries) and all other financial information with which a shareholder is entitled to be furnished by the borrower, within 180 days of the end of the financial year of the borrowerShares; 7.1.2 maintain pay to the Mortgagee upon demand, the amount of all expenses which the Mortgagee may incur in full force and effect all government, tax, monetary and other approvals required or with a view to enable the borrower to maintain its corporate status to continue perfecting or enforcing this Deed or otherwise in its business and affairsconnection herewith; 7.1.3 not encumber promptly pay all calls and other payments which may become due in respect of any of its assetsthe Shares; and 7.1.4 not at any time create, assume or permit to arise or subsist any encumbrance whatsoever on any or all of the Shares or transfer, sell or otherwise howsoever deal with the Shares except for existing encumbrancespursuant hereto. 7.2 The Mortgagor covenants with the Mortgagee that: 7.2.1 it will not, without the prior written consent of the bankMortgagee, which consent shall not be unreasonably withheld if the encumbrances are in the normal course of business; 7.1.4 immediately notify the bank of sell, transfer or deal with, or agree (conditionally or unconditionally) to sell, transfer or deal with any change in the present shareholding or beneficial ownership of the borrower, whereupon Shares or any interest in them during the bank shall be entitled to review the terms continuance of the loan facility this Deed; and, if the bank regards in its sole discretion the change to be material, the bank shall be entitled to cancel this agreement; 7.1.5 ensure that all necessary exchange control approvals have been obtained from the Reserve bank and complied with. 7.2 The borrower represents and warrants to the bank that: 7.2.1 it is a company duly registered and existing under the laws of the Republic of South Africa; 7.2.2 it has full power to enter into and perform in terms of this agreement and has taken all necessary corporate and other actions to authorise will not, without the borrowings hereunder, including such steps as may be necessary to comply with the provisions of Article 60 of Table A or Article 61 of Table B prior written consent of the Companies Act Mortgagee, create or permit to subsist any mortgage, pledge, lien, charge, assignment by way of 1973 (as amended)security, if applicable; 7.2.3 this hypothecation, letter of trust, security interest or any other security agreement constitutes a legal, valid, binding and enforceable obligation of or arrangement existing or future upon the borrower; 7.2.4 no litigation, arbitration or administrative proceeding is currently in progress or, to the knowledge of the borrower, pending or threatened against it, Shares or any of its assets, which relates them to secure any liability (actual or contingent) except as constituted by this Deed or grant any right or interest in or over the Shares or any manner to this agreement or which would have a materially adverse effect on the financial condition of the borrower; 7.2.5 it is not a party to any agreement materially affecting, or which is likely to materially affect, its financial condition; 7.2.6 it has good title to all its assets which are reflected in its financial statements or has not sold or otherwise disposed of any such assets as reflected in its last audited financial balance sheet for the last financial year, except in the ordinary course of business; 7.2.7 its last published annual report fairly represents the consolidated financial position of the borrower and its subsidiaries, where applicable, and the consolidated results of their operation for that financial year, and that the said financial statements have been prepared in accordance with generally accepted accounting principles in the Republic of South Africa consistently applied, and that the borrower does not have significant liabilities, present or continued including, without limitation, liabilities for taxes or material forward or long term commitments which are not disclosed or provided for in such financial statements; 7.2.8 there has been no material adverse change in the financial or other condition of the borrower since the date of its last audited financial statementsthem. 7.3 The borrower shall be deemed on the anniversary of each year after date of signature of this agreement to represent and warrant that each of the representations and warranties is true and accurate on such day and, in addition, that the then latest accounts of the borrower and its subsidiaries, delivered to the bank pursuant hereto, fairly represents the financial position of the borrower or the consolidated financial position of the borrower and its subsidiaries, as the case may be.

Undertakings and Covenants. 7.1 The borrower hereby agrees and Mortgagor undertakes that, until that for so long as the principal debt plus finance charges has been repaid Agreement remains in full, the borrower shallexistence it will: 7.1.1 furnish promptly deliver or cause to be delivered to the bank Mortgagee all notices and other communications which the Mortgagor may receive in respect or in connection with the audited annual financial statements (consolidated, if the borrower has subsidiaries) and all other financial information with which a shareholder is entitled to be furnished by the borrower, within 180 days of the end of the financial year of the borrowerShares; 7.1.2 maintain pay to the Mortgagee upon demand, the amount of all expenses which the Mortgagee may incur in full force and effect all government, tax, monetary and other approvals required or with a view to enable the borrower to maintain its corporate status to continue perfecting or enforcing this Deed or otherwise in its business and affairsconnection herewith; 7.1.3 not encumber promptly pay all calls and other payments which may become due in respect of any of its assetsthe Shares; and 7.1.4 not at any time create, assume or permit to arise or subsist any encumbrance whatsoever on any or all of the Shares or transfer sell or otherwise howsoever deal with the Shares except for existing encumbrancespursuant hereto. 7.2 The Mortgagor covenants with the Mortgagee that: 7.2.1 it will not, without the prior written consent of the bankMortgagee, which consent shall not be unreasonably withheld if the encumbrances are in the normal course of business; 7.1.4 immediately notify the bank of sell, transfer or deal with, or agree (conditionally or unconditionally) to sell, transfer or deal with any change in the present shareholding or beneficial ownership of the borrower, whereupon Shares or any interest in them during the bank shall be entitled to review the terms continuance of the loan facility this Deed; and, if the bank regards in its sole discretion the change to be material, the bank shall be entitled to cancel this agreement; 7.1.5 ensure that all necessary exchange control approvals have been obtained from the Reserve bank and complied with. 7.2 The borrower represents and warrants to the bank that: 7.2.1 it is a company duly registered and existing under the laws of the Republic of South Africa; 7.2.2 it has full power to enter into and perform in terms of this agreement and has taken all necessary corporate and other actions to authorise will not, without the borrowings hereunder, including such steps as may be necessary to comply with the provisions of Article 60 of Table A or Article 61 of Table B prior written consent of the Companies Act Mortgagee, create or permit to subsist any mortgage, pledge, lien, charge, assignment by way of 1973 (as amended)security, if applicable; 7.2.3 this hypothecation, letter of trust, security interest or any other security agreement constitutes a legal, valid, binding and enforceable obligation of or arrangement existing or future upon the borrower; 7.2.4 no litigation, arbitration or administrative proceeding is currently in progress or, to the knowledge of the borrower, pending or threatened against it, Shares or any of its assets, which relates them to secure any liability (actual or contingent) except as constituted by this Deed or grant any right or interest in or over the Shares or any manner to this agreement or which would have a materially adverse effect on the financial condition of the borrower; 7.2.5 it is not a party to any agreement materially affecting, or which is likely to materially affect, its financial condition; 7.2.6 it has good title to all its assets which are reflected in its financial statements or has not sold or otherwise disposed of any such assets as reflected in its last audited financial balance sheet for the last financial year, except in the ordinary course of business; 7.2.7 its last published annual report fairly represents the consolidated financial position of the borrower and its subsidiaries, where applicable, and the consolidated results of their operation for that financial year, and that the said financial statements have been prepared in accordance with generally accepted accounting principles in the Republic of South Africa consistently applied, and that the borrower does not have significant liabilities, present or continued including, without limitation, liabilities for taxes or material forward or long term commitments which are not disclosed or provided for in such financial statements; 7.2.8 there has been no material adverse change in the financial or other condition of the borrower since the date of its last audited financial statementsthem. 7.3 The borrower shall be deemed on the anniversary of each year after date of signature of this agreement to represent and warrant that each of the representations and warranties is true and accurate on such day and, in addition, that the then latest accounts of the borrower and its subsidiaries, delivered to the bank pursuant hereto, fairly represents the financial position of the borrower or the consolidated financial position of the borrower and its subsidiaries, as the case may be.

Undertakings and Covenants. 7.1 16.1 The borrower Borrower and (but only where the covenant or undertaking relates to OFC) OFC hereby agrees undertake with the Lender that from and undertakes that, after the date hereof and until the principal debt plus finance charges has all sums due and to become due hereunder have been paid or repaid in full, full and the borrower shallFacility shall no longer exist: 7.1.1 furnish (1) the bank Borrower and OFC shall obtain, comply with the audited annual financial statements (consolidated, if the borrower has subsidiaries) terms of and do all other financial information with which a shareholder that is entitled necessary to be furnished by the borrower, within 180 days of the end of the financial year of the borrower; 7.1.2 maintain in full force and effect all governmentauthorisations, taxapprovals, monetary licenses and other approvals consents required in or by the laws and regulations of England, Scotland and (in the case of OFC) Florida to enable it lawfully to enter into and perform its obligations under this Agreement and each Transaction Document and to ensure the borrower to maintain its corporate status to continue legality, validity, enforceability or admissibility in its business evidence in England and affairsin Scotland of this Agreement and each Transaction Document and shall ensure that none of the foregoing are revoked or modified; 7.1.3 not encumber (2) the Borrower and OFC shall promptly inform the Lender of the occurrence of any Event of its assetsDefault or Potential Event of Default and, except for existing encumbrancesupon receipt of a written request to that effect from the Lender, confirm to the Lender that, save as previously notified to the Lender or as notified in such confirmation, no such event has occurred; (3) the Borrower shall ensure that at all times the claims of the Lender against it under this Agreement are secured as provided in the Security Documents and that the security thereunder will be of the nature and will rank in the priority it is expressed to have in the Security Documents; (4) the Borrower shall not, without the prior written consent of the bankLender, which consent shall not be unreasonably withheld if the encumbrances are in the normal course of business; 7.1.4 immediately notify the bank of create or permit to subsist any change in the present shareholding or beneficial ownership of the borrower, whereupon the bank shall be entitled to review the terms of the loan facility and, if the bank regards in its sole discretion the change to be material, the bank shall be entitled to cancel this agreement; 7.1.5 ensure that Security over all necessary exchange control approvals have been obtained from the Reserve bank and complied with. 7.2 The borrower represents and warrants to the bank that: 7.2.1 it is a company duly registered and existing under the laws of the Republic of South Africa; 7.2.2 it has full power to enter into and perform in terms of this agreement and has taken all necessary corporate and other actions to authorise the borrowings hereunder, including such steps as may be necessary to comply with the provisions of Article 60 of Table A or Article 61 of Table B of the Companies Act of 1973 (as amended), if applicable; 7.2.3 this agreement constitutes a legal, valid, binding and enforceable obligation of the borrower; 7.2.4 no litigation, arbitration or administrative proceeding is currently in progress or, to the knowledge of the borrower, pending or threatened against it, or any of its assetspresent or future revenues or assets save for security created (or permitted) under the Security Documents; (5) the Borrower shall not, which relates without the prior written consent of the Lender, make any loans, grant any credit or give any guarantee or indemnity (except (i) as contemplated in the Transaction Documents; or (ii) to OFC or any of its subsidiary companies or affiliates) to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any other person; (6) the Borrower shall not, without the prior written consent of the Lender, sell, lease, transfer or otherwise dispose of, by one or more transactions or series of transactions (whether related or not), the whole or any part of its revenues or its assets except as permitted under the Debenture; (7) the Borrower undertakes to continue to endeavour to settle all matters outstanding and pending with the OFT from time to time as expeditiously as reasonably practicable; (8) the Borrower will procure that the origination of all New Production Mortgage Loans and Pipeline Loans does not violate in any manner material respect:- (1) OFT Guidelines and; (2) any undertakings or agreements from time to time between the Borrower, any holding company or any subsidiary of the Borrower and the OFT; (9) the Borrower will procure that the Lender is promptly provided with copies of any OFT related correspondence sent or received on or after the date hereof provided that nothing in this agreement or which would any other undertaking shall entitle the Lender to receive access to or copies of privileged correspondence between the Borrower and its counsel; (10) the Borrower will procure that all Mortgage Files are delivered to ▇▇▇▇▇ Business Services Limited or such other ▇▇▇▇▇▇ as the Lender may have approved (acting reasonably) from time to time (subject always to clause 3.10(c) of the Debenture) as soon as reasonably practicable following receipt of the recorded deed and shall use reasonable endeavours to procure that the Lender has, upon 1 Business Day's notice, access to the offices of all Solicitors, ▇▇▇▇▇ Business Services Limited or other storage provider aforesaid) during normal business hours and shall procure that the Solicitors are instructed to allow the Lender to take possession of any Mortgage File in relation to any Mortgage Loan financed or to be financed hereunder; (11) all New Production Mortgage Loans will be originated and all Pipeline Loans acquired have been originated in accordance with the Underwriting Guidelines; (12) the Borrower will not amend the Standard Documentation without the prior written consent of the Lender; (13) the Borrower shall deliver to the Lender as soon as the same are available, and in any event within one hundred and twenty (120) days after the end of each of its financial years a materially adverse effect on copy of its audited annual financial statements; (14) the Borrower shall provide the Lender promptly upon request with any information relating to it and/or its financial condition of as the borrowerLender may from time to time reasonably require in connection with this Agreement; 7.2.5 it is not a party to any agreement materially affecting, or which is likely to materially affect, its financial condition; 7.2.6 it has good title to all its assets which are reflected in its (15) the Borrower shall ensure that each set of audited annual financial statements or has not sold or otherwise disposed of any such assets as reflected in its last audited financial balance sheet for the last financial year, except in the ordinary course of business; 7.2.7 its last published annual report fairly represents the consolidated financial position of the borrower and its subsidiaries, where applicable, and the consolidated results of their operation for that financial year, and that the said financial statements have been delivered pursuant to sub-clause (m) are prepared in accordance with generally accepted accounting principles and on the same basis every year and half year (save as may be required from time to time as a result of changes in law or regulation or generally accepted accounting principles); (16) each of the Borrower and OFC shall, promptly upon receipt of the same, deliver to the Lender a copy of any independent accountants' management letters received by it relating to it; (17) the legal and equitable title of each Existing Mortgage Loan and New Production Mortgage Loan and Pipeline Loan financed hereunder and not sold or otherwise disposed of (whether through a securitisation, whole loan sale or otherwise) by the Borrower will be held in the Republic name of South Africa consistently appliedthe Borrower; (18) the Borrower shall procure that: (1) the transfer to it of legal and equitable title to all Existing Mortgage Loans pursuant to the Sale Agreement is perfected in the name of the Borrower; and (2) the transfer to it of legal and equitable title to any New Production Mortgage Loan the origination of which is financed hereunder or to any Pipeline Loan the acquisition of which is financed hereunder is perfected in the name of the Borrower, and shall procure that in each case all necessary steps are undertaken to protect the borrower does not have significant liabilities, present or continued including, without limitation, liabilities for taxes or material forward or long term commitments which are not disclosed or provided for in such financial statements; 7.2.8 there has been no material adverse change Borrower's Security including as appropriate registration of the relevant mortgages in the financial or other condition name of the borrower since Borrower at HM Land Registry or Registers of Scotland which registration shall be completed within 6 months from the date of its last audited financial statementsapplication to the relevant registry and will submit each such application promptly (and within any applicable priority time periods) and shall procure that the Solicitors will comply with the Solicitors Undertakings and the Borrower shall be responsible for and meet any registration fees and other costs in connection therewith, provided that breach by the Borrower of this provision in relation to any one or more Existing Mortgage Loans, New Production Mortgage Loans or Pipeline Loans shall not constitute an Event of Default but shall entitle the Lender to require repayment of the Advance, or part thereof, (and all interest accrued thereon) which funded the acquisition of the relevant New Production Mortgage Loan or Existing Mortgage Loan or Pipeline Loan against release by the Lender of the relevant Mortgage Loan from the security created by the Debenture; (19) the Borrower shall procure that where any retention is made in respect of a Mortgage Loan funded hereunder, the amount retained is, pending advance of the same against the relevant certificate (or other evidence) of completion of the relevant works, held either in the Borrower Funding Account or with the relevant Solicitor under the terms of the Solicitor's Undertaking re: New Monies Advance. 7.3 16.2 The borrower Borrower shall procure that the Servicer provides such certificates as required by the Lender pursuant to the Servicing Agreement. 16.3 The Borrower shall, or shall procure that either the Servicer or the Solicitors shall, within 5 days of the date hereof in relation to Existing Mortgage Loans and within 5 days of the requisition of a Pipeline Loan forward to the relevant Mortgagor and any other relevant Mortgagee of a Mortgaged Property a notice of transfer in the form approved in writing by the Lender. 16.4 The Borrower shall not originate any MIRAS loans without the prior written consent of the Lender. 16.5 The Borrower shall, if required by the Lender give notice to Borrowers requiring the Borrowers to redirect payment so as to pay direct to the Borrower Collection Account, or such other account of the Borrower or (following an Acceleration) such other Account as the Lender shall specify. 16.6 The Borrower shall not be entitled, without the prior written consent of the Lender, to give Notice to any Borrower requiring such Borrower to redirect payments so as to make payments directly to any account other than the relevant Collection Account, or other account to which they are, at the relevant time, required to make such payments. 16.7 The Borrower shall procure, in so far as it is able to do so, that all amounts payable under each Existing Mortgage Loan, New Production Mortgage Loans and Pipeline Loans financed hereunder is, for so long as it is so financed, paid by the relevant Mortgagor: (1) to the relevant Collection Account until notice is given in accordance with the Transaction Documents to any Mortgagor requiring the relevant Mortgagor to pay all amounts under the relevant Mortgage Loan directly to the Borrower Collection Account, or other account specified in any such notice; and (2) thereafter (save for amounts properly deducted therefrom by the Servicer as permitted by the Servicing Agreement) directly to the Borrower Collection Account or other account so specified in such notice; 16.8 The Guarantor shall, for so long as this Agreement is in effect: (a) maintain a minimum Consolidated Tangible Net Worth of $320,000,000.00 (three hundred and twenty million United States dollars); (b) not permit the ratio of its Consolidated Indebtedness to Consolidated Tangible Net Worth to exceed 12:1; and (c) maintain liquid assets consisting of cash and cash equivalents on an unconsolidated basis of not less than $15,000,000.00 (fifteen million United States dollars); provided that if the Guarantor is or becomes obligated to another creditor during the term of this Agreement to comply with financial covenants of a type substantially similar to the foregoing but on terms more favourable to such creditor, the Guarantor shall, so long as such more favourable covenants shall be deemed in effect, be obligated to comply with such covenants as though set out in full herein. 16.9 The parties hereto covenant with each other to use reasonable best endeavours to procure that a further loan facility (and associated security and guarantee documentation) (the "New Facility") is entered into between the Borrower, the Guarantor and Greenwich Capital Financial Products Inc. or such other Greenwich entity (other than the Lender) as is agreed between the parties (the "NEW LENDER") prior to the Final Maturity Date, pursuant to which the New Facility would be provided:- (1) to refinance indebtedness under the Revolving Facility; and (2) to refinance indebtedness under the Term Loan, but only until the Term Loan Repayment Date, on substantially the anniversary same terms and conditions as set out in the Transaction Documents save that:- (1) the Final Maturity Date (subject to extension in the sole discretion of each year the Lender) of the revolving facility thereunder shall be the day falling 364 days after the date of signature of this agreement to represent and warrant that each Agreement; (2) the repayment date of the representations term loan thereunder shall be the Term Loan Repayment Date; provided that the repayment date for up to (pound sterling) 25,000,000 of the Term Loan may have a final maturity date of up to 90 days beyond the Term Loan Repayment Date; (3) the New Lender shall obtain to its satisfaction a valid first priority Security interest in, to and warranties is true under, inter alia, the Scottish Mortgage Loans; (4) the New Lender shall, at its option, either have valid, first priority fixed Security over buildings policies (including all block policies), contingency policies, mortgage indemnity policies, life policies, ASU policies and accurate protected income cover policies relating to the Mortgage Loans, or shall be named as an additional assured in respect of its interest on such day policies, subject to such endorsements as the Lender shall reasonably request; and (5) under the New Facility up to 20% of the aggregate credit available under the New Facility may be used to fund in any combination: (1) non performing mortgage loans provided such loans have not been financed under this Agreement and the New Facility (in the aggregate) longer than 180 days; and (2) performing mortgage loans which have been financed under this Agreement and the New Facility (in the aggregate) longer than 180 days, provided that such loans remain performing and are removed from the facility no later than the 270th day; (6) except as provided in additionclause (ii) and (v) above, no mortgage loan may be funded under this Agreement and the New Facility (in the aggregate) longer than 180 days; (7) from a date to be mutually agreed advances under the revolving facility may only be made once a week on Business Days during the Availability Period. In the event that a New Facility is entered into the Borrower will procure that the then latest accounts Mortgage Loans are serviced for the duration of such facility by the Servicer (or other servicer acceptable to the Lender and the Borrower in accordance with clause 16.9 of the borrower and its subsidiaries, delivered Servicing Agreement) pursuant to a servicing agreement on substantially the bank pursuant hereto, fairly represents same terms as those under the financial position of the borrower or the consolidated financial position of the borrower and its subsidiaries, as the case may beServicing Agreement.