Common use of Undertakings and Covenants Clause in Contracts

Undertakings and Covenants. 8.1 The Assignor hereby agrees and undertakes: (a) to refrain from any action which would in anyway prejudice or limit the Bank’s rights under or in respect of any Purchased Receivable; (b) to assist and co-operate with the Bank, to take all steps, Including the bringing of legal proceedings In the name of the Assignor, as the Bank may, acting reasonably, deem necessary to recover amounts due and unpaid in respect of the Purchased Receivables; (c) not to (I) agree to any variations or amendments to or of the Contract or any documentation In relation to a Purchased Receivable If such variation or amendment would have the effect of altering the Bank’s rights under this Agreement In respect of the Purchased Receivable or the effect of changing the amount payable and due under the Purchased Receivable or (ii) extend any credit period, in each case without the prior consent of the Bank; (d) to remain duly organized and validly existing under the laws of the country of its Incorporation; (e) to do all that it reasonably can to ensure that any Purchased Receivable or assignment hereunder or under an Assignment Agreement validly creates the obligations which it purports to create; and without limiting the generality of the foregoing, and promptly, to register, file, record or enrol any Purchased Receivable or assignment hereunder with any court or authority as may be required and give any notice and take any other step which may be or has become necessary for any Purchased Receivable or assignment to be valid, enforceable or admissible in evidence, subject always to the ability of the Assignor to do so as a matter of Applicable Law; (f) If any amount due to the Bank in respect of a Purchased Receivable is paid to an account of the Assignor, to hold such amount on trust for the Bank and as soon as possible thereafter to pay such amount (or the equivalent of that amount in the Relevant Currency if the amount due to the Bank was received by the Assignor In a different currency) to the Bank; (g) to promptly inform the Bank of any material breach of, default under, or dispute relating to a contract relating to a Purchased Receivable, and of any event which might impede the full and timely payment of the amounts due in respect of the Purchased Receivables; (h) not to create or permit to subsist any encumbrance in respect of any Purchased Receivable or to assign, transfer or otherwise deal with or purport to assign, transfer or otherwise deal with any of Its rights in respect of any Purchased Receivable other than in accordance with this Agreement or otherwise In favour of the Bank; (i) not, without the prior consent of the Bank (such consent not to be unreasonably withheld, to disclose to any bank or financial institution details of this Agreement or of any breaches of or failure to comply with any undertaking or covenant in any Relevant Document;

Undertakings and Covenants. 8.1 7.1 The Assignor borrower hereby agrees and undertakesundertakes 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 (aconsolidated, if the borrower has subsidiaries) and all other financial information with which a shareholder is entitled to refrain from any action which would in anyway prejudice or limit be furnished by the Bank’s rights under or in respect borrower, within 180 days of any Purchased Receivablethe end of the financial year of the borrower; (b) 7.1.2 maintain in full force and effect all government, tax, monetary and other approvals required to assist enable the borrower to maintain its corporate status to continue in its business and co-operate with the Bank, to take all steps, Including the bringing of legal proceedings In the name of the Assignor, as the Bank may, acting reasonably, deem necessary to recover amounts due and unpaid in respect of the Purchased Receivablesaffairs; (c) 7.1.3 not to (I) agree to encumber any variations or amendments to or of the Contract or any documentation In relation to a Purchased Receivable If such variation or amendment would have the effect of altering the Bank’s rights under this Agreement In respect of the Purchased Receivable or the effect of changing the amount payable and due under the Purchased Receivable or (ii) extend any credit periodits assets, in each case except for existing encumbrances, without the prior written consent of the Bankbank, which consent shall not be unreasonably withheld if the encumbrances are in the normal course of business; (d) 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 remain 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 organized registered and validly existing under the laws of the country Republic of its IncorporationSouth Africa; (e) 7.2.2 it has full power to do enter into and perform in terms of this agreement and has taken all that it reasonably can necessary corporate and other actions to ensure that any Purchased Receivable or assignment hereunder or under an Assignment Agreement validly creates authorise the obligations which it purports to create; and without limiting the generality of the foregoingborrowings hereunder, and promptly, to register, file, record or enrol any Purchased Receivable or assignment hereunder with any court or authority including such steps as may be required 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 give 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 notice and take of its assets, which relates in any other step manner to this agreement or which may be 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 become necessary not sold or otherwise disposed of any such assets as reflected in its last audited financial balance sheet for any Purchased Receivable or assignment to be validthe last financial year, enforceable or admissible except in evidence, subject always to the ability ordinary course of business; 7.2.7 its last published annual report fairly represents the consolidated financial position of the Assignor to do so as a matter of Applicable Law; (f) If any amount due to the Bank in respect of a Purchased Receivable is paid to an account of the Assignorborrower and its subsidiaries, to hold such amount on trust for the Bank and as soon as possible thereafter to pay such amount (or the equivalent of that amount in the Relevant Currency if the amount due to the Bank was received by the Assignor In a different currency) to the Bank; (g) to promptly inform the Bank of any material breach of, default under, or dispute relating to a contract relating to a Purchased Receivablewhere applicable, and the consolidated results of any event which might impede their operation for that financial year, and that the full and timely payment of the amounts due in respect of the Purchased Receivables; (h) not to create or permit to subsist any encumbrance in respect of any Purchased Receivable or to assign, transfer or otherwise deal with or purport to assign, transfer or otherwise deal with any of Its rights in respect of any Purchased Receivable other than said financial statements have been prepared in accordance with this Agreement generally accepted accounting principles in the Republic of South Africa consistently applied, and that the borrower does not have significant liabilities, present or otherwise In favour 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 Bank;borrower since the date of its last audited financial statements. (i) not, without 7.3 The borrower shall be deemed on the prior consent anniversary of each year after date of signature of this agreement to represent and warrant that each of the Bank (representations and warranties is true and accurate on such consent not day and, in addition, that the then latest accounts of the borrower and its subsidiaries, delivered to be unreasonably withheldthe bank pursuant hereto, to disclose to any bank fairly represents the financial position of the borrower or the consolidated financial institution details position of this Agreement or of any breaches of or failure to comply with any undertaking or covenant in any Relevant Document;the borrower and its subsidiaries, as the case may be.

Undertakings and Covenants. 8.1 7.1 The Assignor hereby agrees Creditor, Grohe Consult and Grohe Beteiligungs, except with the prior written consent of the Banks, shall not 7.1.1 grant any loan to Grohe Beteiligungs in excess of the commitments under the HYB Proceeds Intercompany Loan Agreement; 7.1.2 increase interest, margin or any fees, or make or accept any other changes to the terms of the HYB Proceeds Intercompany Loan Agreement or to the payments made thereunder; 7.1.3 make or agree to any material changes other than changes of a technical or administrative nature only of the HYB Terms, the HYB Proceeds Intercompany Loan Agreement and any other agreements made between the Creditor, Grohe Beteiligungs and/or Grohe Consult, and to always comply with the terms of such agreements and to perform all obligations thereunder. 7.2 The Creditor undertakes: (a) to refrain from immediately inform the Security Agent about any action events or circumstances which would in anyway prejudice may give rise, whether with the lapse of time or limit otherwise, to an acceleration of payments under the Bank’s rights under or in respect of any Purchased ReceivableHYB, and to provide the Security Agent with all information relevant therefore; (b) not to assist incur any financial indebtedness other than under shareholder loans which are fully subordinated to the Banks' Claims, in a form acceptable to the Banks or any other financial indebtedness upon receipt by the Security Agent of a certificate supported by accompanying calculations and co-operate with signed by the Bank, to take all steps, Including financial officer(s) binding the bringing of legal proceedings In Creditor and demonstrating on a PRO FORMA basis and assuming such financial indebtedness had been incurred on the name first day of the Assignor, Relevant Period that as at the Bank may, acting reasonably, deem necessary to recover amounts due and unpaid last Quarter Date in respect of which financial statements have been delivered pursuant to Clause 22.1 (FINANCIAL STATEMENTS) of the Purchased ReceivablesFacilities Agreement and as at the four following such Quarter Dates, the financial covenants set out in Clause 23 (FINANCIAL COVENANTS) or, for any financial indebtedness to be incurred following the date of the Qualifying Public Offering, the incurrence test set out in column 4 of Clause 23.1.4 of the Facilities Agreement would be complied with; (c) not to (I) agree cause or allow Grohe Consult to incur any variations or amendments financial indebtedness other than under shareholder loans which are fully subordinated to or of the Contract or any documentation In relation to a Purchased Receivable If such variation or amendment would have the effect of altering the Bank’s rights under this Agreement In respect of the Purchased Receivable or the effect of changing the amount payable and due under the Purchased Receivable or (ii) extend any credit periodBanks' Claims, in each case without a form acceptable to the prior consent of the BankBanks; (d) to remain duly organized provide the Security Agent, in respect of its own company, with the financial statements and validly existing under the laws information referred to in Clause 22.1 (a) (ii) of the country of its IncorporationFacilities Agreement, within the timeframe set out in such provision; (e) to do all that it reasonably can to ensure that any Purchased Receivable not enter into merger agreements or assignment hereunder or under an Assignment Agreement validly creates consolidation agreements with other entities without the obligations which it purports to create; and without limiting the generality prior written consent of the foregoing, and promptly, to register, file, record or enrol any Purchased Receivable or assignment hereunder with any court or authority as may Banks which shall not be required and give any notice and take any other step which may be or has become necessary for any Purchased Receivable or assignment to be valid, enforceable or admissible in evidence, subject always to the ability of the Assignor to do so as a matter of Applicable Lawunreasonably withheld; (f) If to not acquire any amount due interest in other companies unless such other companies do carry on a similar or complimentary business to the Bank in respect of a Purchased Receivable is paid to an account business of the Assignor, to hold such amount on trust for the Bank and as soon as possible thereafter to pay such amount (or the equivalent of that amount in the Relevant Currency if the amount due to the Bank was received by the Assignor In a different currency) to the BankGroup; (g) not to promptly inform sell any of its shares in Grohe Beteiligungs and Grohe Consult without the Bank of any material breach of, default under, or dispute relating to a contract relating to a Purchased Receivable, and of any event which might impede the full and timely payment prior written consent of the amounts due in respect of the Purchased ReceivablesSecurity Agent which shall not be unreasonably withheld; (h) not to create or permit to subsist immediately provide the Security Agent with all information received by the Creditor from the Trustee, any encumbrance in respect of any Purchased Receivable or to assign, transfer noteholder or otherwise deal with or purport to assign, transfer or otherwise deal in connection with any event of Its rights in respect default or any potential event of any Purchased Receivable default under the HYB Terms or other than in accordance with this Agreement financial indebtedness incurred or otherwise In favour relating to a material change or potential change of the Bank;HYB Terms; and (i) not, without the prior consent to ensure that Grohe Beteiligungs always complies with its obligations pursuant to Clause 24.23 (WITHDRAWALS BY GROHE BETEILIGUNGS) of the Bank (such consent not to be unreasonably withheld, to disclose to any bank or financial institution details of this Agreement or of any breaches of or failure to comply with any undertaking or covenant in any Relevant Document;Facilities Agreement.

Undertakings and Covenants. 8.1 The Assignor hereby agrees Borrower undertakes with the Lender that, from the date of this Agreement and undertakesso long as the Borrower is obliged to perform its obligations under this Agreement, it shall: (a) to refrain from any action which would in anyway prejudice or limit promptly inform the Bank’s rights under or in respect Lender of any Purchased Receivableoccurrence of which it becomes aware which might adversely affect its ability to perform its obligations under this Agreement and of any Event of Default and of any Potential Event of Default forthwith upon becoming aware thereof and will from time to time, if so requested by the Lender, confirm to the Lender in writing that, save as otherwise stated in such confirmation, neither Event of Default nor Potential Event of Default has occurred and is continuing; (b) obtain or cause to assist be obtained, maintain in full force and co-operate effect and comply in all material respects with the Bankconditions and restrictions (if any) imposed in, or in connection with, every consent, authorisation, licence or approval of governmental or public bodies or authorities or courts and do, or cause to take be done, all steps, Including other acts and things which may from time to time be necessary or desirable under applicable law for the bringing continued due performance of legal proceedings In all its obligations under this Agreement and under the name of the Assignor, as the Bank may, acting reasonably, deem necessary to recover amounts due and unpaid in respect of the Purchased ReceivablesContract; (c) not to (I) agree to any variations or amendments to or of the Contract or any documentation In relation to a Purchased Receivable If such variation or amendment would have the effect of altering the Bank’s rights ensure that its obligations under this Agreement In respect shall at all times rank at least pari passu with all its other present and future unsecured and unsubordinated Financial Indebtedness (with the exception of the Purchased Receivable or the effect of changing the amount payable any obligations which are mandatory preferred by law and due under the Purchased Receivable or (ii) extend any credit period, in each case without the prior consent of the Banknot by contract); (d) deliver to remain duly organized the Lender its unaudited financial statements and validly existing under such other financial information which the laws Lender reasonably requests from time to time (i) for the 2004 financial year on or before April 30, 2005, and (ii) for all subsequent financial years as soon as the same become available, but in any event within 120 days after the end of the country each of its Incorporationfinancial years; (e) to do always keep its assets (including without limitation the Sport Facilities) insured in a sufficient amount against all that it reasonably can to ensure that any Purchased Receivable or assignment hereunder or under an Assignment Agreement validly creates the obligations which it purports to create; and without limiting the generality of the foregoing, and promptly, to register, file, record or enrol any Purchased Receivable or assignment hereunder with any court or authority as may be required and give any notice and take any other step which may be or has become necessary for any Purchased Receivable or assignment to be valid, enforceable or admissible in evidence, subject always to the ability of the Assignor to do so as a matter of Applicable Lawusual risks; (f) If not create or permit to subsist any amount due Encumbrance on any of its assets. The aforewritten sentence does not apply to Permitted Encumbrances created or permitted to subsist on the Bank in respect of a Purchased Receivable is paid to an account of assets other than the Assignor, to hold such amount on trust for the Bank and as soon as possible thereafter to pay such amount (or the equivalent of that amount in the Relevant Currency if the amount due to the Bank was received by the Assignor In a different currency) to the BankSport Facilities; (g) to promptly inform the Bank of any material breach of, default under, or dispute relating to a contract relating to a Purchased Receivable, and of any event which might impede the full and timely payment not dispose of the amounts due whole or a substantial part of its assets. This prohibition does not apply to (i) dispositions in the ordinary course of the business on terms which are on reasonable commercial terms having regard to the surrounding circumstances, (ii) dispositions which have been effected or previously agreed to or intended to be done and in respect of which notice has been given to the Purchased ReceivablesLender as of the date of this Agreement and (iii) dispositions effected with the prior written approval of the Lender. For these purposes, a lease is treated as a disposition; (h) not assign the Contract or sell the Receivables to create any person other than the Lender, not encumber the Contract or permit to subsist any encumbrance in respect of any Purchased Receivable or to assign, transfer or otherwise deal with or purport to assign, transfer or otherwise deal the Receivables with any of Its rights Encumbrance, and not transfer them or burden them in respect of any Purchased Receivable other than in accordance with this Agreement or otherwise In favour of the Bankmanner; (i) notnot breach any provision of the Contract materially affecting the rights of the Lender to collect the Receivables; (j) without the explicit prior written consent of the Lender, not agree to any changes of the Contract materially affecting the right of the Lender to collect the Receivables in particular not agree to any amendment of the Contract concerning the payment of the Annual Fee as defined and provided in article 4 (a) of the Contract; (k) unless the Borrower has paid to the Lender the full amount stipulated in Clause 7.1 (b) (Early Expiry of the Contract), Borrower shall not agree to an Early Expiry of the Contract without the prior written consent of the Bank Lender; (such l) unless the Borrower has paid to the Lender the full amount stipulated in Clause 7.2 (b) (Reduction of Annual Fee), Borrower shall not agree to a Reduction of the Annual Fee without the prior written consent of the Lender; (m) unless Borrower has paid to the Lender the full amount stipulated in Clause 7.1 (b) (Early Expiry of the Contract), Borrower shall not sell, transfer or otherwise dispose of the Sport Facilities without the prior written consent of the Lender; (n) without the explicit prior written consent of the Lender, other than the Contract which the Obligor may record on the title of the Sport Facilities, not create, extend or permit to be unreasonably withheldarise or subsist any security interest, to disclose to mortgage, pledge, or any bank other agreement or financial institution details arrangement having the effect of conferring security over or in respect of the whole or any part of the Sport Facilities; (o) execute, sign and deliver all documents for the fulfilment of the terms and conditions of this Agreement or and hand over to the Lender without any delay all necessary documents and to give all necessary information concerning the Receivables under the Contract requested by the Lender; (p) ensure that each of any breaches the representations and warranties given by the Borrower and the Obligor respectively in Clause 13 (Representations and Warranties) of or failure this Agreement will continue to comply with any undertaking or covenant be true and accurate in any Relevant Document;all material respects until the Lender has received full payment of the Receivables.

Undertakings and Covenants. 8.1 16.1 The Assignor Borrower and (but only where the covenant or undertaking relates to CMC) CMC hereby agrees undertake with the Lender that from and undertakesafter the date hereof and until all sums due and to become due hereunder have been paid or repaid in full and the Facility shall no longer exist: (a1) the Borrower shall obtain, comply with the terms of and do all that is necessary to refrain from any action which would maintain in anyway prejudice full force and effect all authorisations, approvals, licences and consents required in or limit by the Bank’s rights laws and regulations of England and of Scotland to enable it lawfully to enter into and perform its obligations under this Agreement and each Transaction Document and to ensure the legality, validity, enforceability or admissibility in respect evidence in England and in Scotland of any Purchased Receivablethis Agreement and each Transaction Document and shall ensure that none of the foregoing are revoked or modified; (b2) to assist and co-operate with the Bank, to take all steps, Including Borrower shall promptly inform the bringing of legal proceedings In the name Lender of the Assignoroccurrence of any Event of Default or Potential Event of Default and, upon receipt of a written request to that effect from the Lender, confirm to the Lender that, save as previously notified to the Bank mayLender or as notified in such confirmation, acting reasonably, deem necessary to recover amounts due and unpaid in respect of the Purchased Receivablesno such event has occurred; (c3) not to (I) agree to any variations or amendments to or the Borrower shall ensure that at all times the claims of the Contract or any documentation In relation to a Purchased Receivable If such variation or amendment would have the effect of altering the Bank’s rights Lender against it under this Agreement In respect are secured as provided in the Security Documents and that the security thereunder will be of the Purchased Receivable or nature and will rank in the effect of changing priority it is expressed to have in the amount payable and due under Security Documents; (4) the Purchased Receivable or (ii) extend any credit periodBorrower shall not, in each case without the prior written consent of the Bank; (d) to remain duly organized and validly existing under the laws of the country of its Incorporation; (e) to do all that it reasonably can to ensure that any Purchased Receivable or assignment hereunder or under an Assignment Agreement validly creates the obligations which it purports to create; and without limiting the generality of the foregoingLender, and promptly, to register, file, record or enrol any Purchased Receivable or assignment hereunder with any court or authority as may be required and give any notice and take any other step which may be or has become necessary for any Purchased Receivable or assignment to be valid, enforceable or admissible in evidence, subject always to the ability of the Assignor to do so as a matter of Applicable Law; (f) If any amount due to the Bank in respect of a Purchased Receivable is paid to an account of the Assignor, to hold such amount on trust for the Bank and as soon as possible thereafter to pay such amount (or the equivalent of that amount in the Relevant Currency if the amount due to the Bank was received by the Assignor In a different currency) to the Bank; (g) to promptly inform the Bank of any material breach of, default under, or dispute relating to a contract relating to a Purchased Receivable, and of any event which might impede the full and timely payment of the amounts due in respect of the Purchased Receivables; (h) not to create or permit to subsist any encumbrance in respect of any Purchased Receivable Security over all or to assign, transfer or otherwise deal with or purport to assign, transfer or otherwise deal with any of Its rights in respect of any Purchased Receivable other than in accordance with this Agreement its present or otherwise In favour of future revenues or assets save for those created (or permitted) under the BankSecurity Documents; (i5) the Borrower shall not, without the prior written consent of the Bank Lender, make any loans, grant any credit or give any guarantee or indemnity (except as contemplated in the Transaction Documents) 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, issue any further shares or alter any rights attaching to its issued shares in existence at the date hereof; (7) 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 contemplated in the Transaction Documents; (8) the Borrower shall not, except as permitted under the Proceeds Agreement, make or declare any dividend or other distribution; (9) the Borrower shall not engage in any business other than that contemplated in the Transaction Documents and shall not have any employees; (10) the Borrower shall, at all times, ensure that there is at least one independent director (approved by the Lender, such approval not to be unreasonably withheld) on its board and CMC undertakes that it shall not (as shareholder or otherwise) do (or omit to do) anything which would prevent compliance with this covenant; (11) each of the Borrower and CMC undertake that it shall not make or permit any amendments to be made to the memorandum or articles of association of the Borrower without prior written consent of the Lender, such consent not to be unreasonably withheld; (12) the Borrower will cooperate with CMC in CMC's continued negotiations with the OFT to settle any matters from time to time outstanding in relation to Mortgage Loans and CMC undertakes to continue to endeavour to settle all matters outstanding and pending with the OFT from time to time as expeditiously as reasonably practicable; (13) CMC and the Borrower will procure that the origination of all New Production Mortgage Loans does not violate in any material respect:- (1) OFT Guidelines and; (2) any undertakings or agreements between CMC, any Approved Affiliate, or the Borrower and the OFT; (14) the Borrower will procure that the Lender has reasonable access to Clifxxxx Xxxnce (or such other solicitors as may be appointed from time to time in addition to or in place of Clifxxxx Xxxnce to negotiate with the OFT in relation to Mortgage Loans) for one or more meetings as shall be reasonably necessary to, inter alia, obtain the views of Clifxxxx Xxxnce or such other solicitors regarding compliance by CMC, each Approved Affiliate and the Borrower with OFT Guidelines; (15) the Borrower will procure that the Lender has access (for the purposes of review and, provided that the Lender has executed a confidentiality agreement mutually acceptable to the Lender and the Borrower, copying) to all correspondence between CMC and/or their solicitors and the OFT prior to the date of the CMC Restructuring Agreement and will procure that the Lender is promptly provided with copies of any OFT related correspondence sent or received on or after the date thereof provided that nothing in this or any other undertaking shall entitle the Lender to receive access to or copies of privileged correspondence between CMC, any Approved Affiliate and its or their respective counsel; (16) the Borrower shall procure that, upon reasonable request of the Lender, an opinion of counsel satisfactorily to the Lender is obtained, addressed to the Lender, in form and substance reasonably satisfactory to the Lender, such opinion to confirm that New Production Mortgage Loans comply in all material respects with all applicable laws and regulations, including without limitation, the OFT Guidelines and any undertaking in writing given by CMC, the Borrower or any Approved Affiliate to the OFT or, if, after discussions between the proposed counsel and the Lender, the Lender is satisfied (acting reasonably and in good faith) that there are justifiable legal reasons why such counsel is unable to provide the legal opinion sought, a memorandum prepared by counsel satisfactory to the Lender setting out why (and how) the New Production Loans comply (in all material respects) with the OFT Guidelines and any undertakings or agreements between CMC, CMS, and Approved Affiliates or the Borrower and the OFT; (17) the Borrower will procure that all Mortgage Files are delivered to Hayex Xxxiness Services Limited or such other storxx xx the Lender may have approved from time to time (subject always to clause 3.10(d) 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, Hayex Xxxiness 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; and (18) the Borrower shall deliver to the Lender as soon as the same are available, and in any event within one hundred and eighty (180) days after the end of each of its financial years a copy of its audited annual financial statements; (19) the Borrower shall provide the Lender promptly upon request with any information relating to it and/or its financial condition as the Lender may from time to time reasonably require in connection with this Agreement; (20) the Borrower shall ensure that each set of audited annual financial statements delivered pursuant to sub-clause (r) 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); (21) each of the Borrower and CMC 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 or any member of its group; (22) the Borrower shall procure that: (1) (at the Lender's expense) the transfer of all Existing Mortgage Loans to it, pursuant to the Mortgage Transfer Agreement; and (2) (at the Borrower's expense) each transfer to it of any New Production Mortgage Loan financed hereunder, is registered at HM Land Registry or Registers of Scotland within three months from the date of application to the relevant registry, provided that breach by the Borrower of this provision in relation to any one or more Existing Mortgage Loans or New Production Mortgage 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 against release by the Lender of the relevant Mortgage Loan from the security created by the Debenture; (23) 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 Initial Undertaking; (24) The Borrower shall deliver to the Lender the Underwriting Guidelines and the forms of Mortgage Deed within 5 Business Days of the date hereof. 16.2 The Borrower shall, within one week of any written request from the Lender requiring delivery to it of a solvency certificate in respect of any Approved Affiliate and/or CMC, procure the delivery of such solvency certificate or certificates to the Lender which shall:- (1) in the case of an Approved Affiliate each be in or substantially in the form set out in Schedule 2A; and (2) in the case of CMC each be in or substantially in the form set out in Schedule 2(B), and, in each case, duly executed by:- (3) a director of the relevant company; and (4) approved by the board of the relevant company, together with certified copies of supporting board minutes in form and substance satisfactory to the Lender, (and any undertakings or assurances referred to in the relevant solvency certificate), it being acknowledged that there is no limit on the number of requests which the Lender is entitled to make for delivery of solvency certificates in respect of any such company. 16.3 The Borrower undertakes and covenants with the Lender that it shall, within 30 days from the date hereof, enter into the Substitute Servicing Agreement provided that, the Borrower shall not be deemed to be in breach of the undertaking contained in this clause 16.3 in the event that the failure to enter into the Substitute Servicing Agreement is due solely to either:- (1) the refusal of any party ("Third Parties") other than the Borrower, CMS or CMC to enter into the Substitute Servicing Agreement (provided that the Borrower shall use reasonable endeavours to negotiate with Third Parties to obtain their agreement to enter into such agreement); or (2) the failure to obtain the consents and permissions referred to in, and in accordance with, Clause 16.8. 16.4 The Borrower shall, promptly upon request from the Lender (the Lender to cover the Borrower's out of pocket costs and expenses in respect thereof), send or procure that the Servicer sends a notice to the Mortgagor of each Existing Mortgage Loan and each New Production Mortgage Loan financed under this Agreement, in form and substance satisfactory to the Lender, informing such Mortgagors, inter alia, that all Mortgage Payments should, following the receipt by each relevant Mortgagor of such notice, be made to the credit of the Borrower Collection Account or such other account identified by the Lender in such request provided always that:- (1) until such time as the Lender takes any action, following the occurrence of any Event of Default under clause 17.1(i), (ii), (iii) or (iv); and (2) provided that no Event of Default has occurred which is subsisting unremedied (to the satisfaction of the Lender) or unwaived, the Lender shall be obliged, before making any such request, to disclose notify the Borrower and CMC and to discuss the proposals with them, provided that the Lender's decision as to the service of such notice (or otherwise) shall be final and binding. 16.5 The Borrower shall, or shall procure that the Servicer shall, within 21 days of the advance of funds under each New Production Mortgage Loan in respect of which any bank Advance to originate or financial institution details fund the purchase of this such New Production Mortgage Loan is made, forward to the relevant Mortgagor a notice in the form set out in Schedule 3 to the Interim Servicing Agreement or of any breaches of or failure to comply with any undertaking or covenant or, after execution thereof, the equivalent schedule in any Relevant Document;the Substitute Servicing Agreement.

Undertakings and Covenants. 8.1 17.1 The Assignor Borrower and (but only where the covenant or undertaking relates to OFC) OFC hereby agrees undertake with the Lender that from and undertakesafter the date hereof and until all sums due and to become due hereunder have been paid or repaid in full and the Loan Facility shall no longer exist: (a) the Borrower and OFC shall obtain, comply with the terms of and do all that is necessary to refrain from any action which would maintain in anyway prejudice full force and effect all authorisations, approvals, licences and consents required in or limit by the Bank’s rights 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 legality, validity, enforceability or admissibility in respect evidence in England and in Scotland of any Purchased Receivablethis Agreement and each Transaction Document and shall ensure that none of the foregoing are revoked or modified; (b) to assist and co-operate with the Bank, to take all steps, Including Borrower shall promptly inform the bringing of legal proceedings In the name Lender of the Assignoroccurrence of any Event of Default or Potential Event of Default and, upon receipt of a written request to that effect from the Lender, confirm to the Lender that, save as previously notified to the Bank mayLender or as notified in such confirmation, acting reasonably, deem necessary to recover amounts due and unpaid in respect of the Purchased Receivablesno such event has occurred; (c) not to (I) agree the extent that the Event of Default or Potential Event of Default relates to any variations the conduct, omission, status or amendments condition or otherwise relates to or OFC, OFC shall promptly inform the Lender of the Contract occurrence of any Event of Default or Potential Event of Default and shall also (unless it is aware that the Lender has received notification thereof) notify the Lender of any documentation In relation to a Purchased Receivable If such variation Event of Default or amendment would have the effect Potential Event of altering the Bank’s rights under this Agreement In respect of the Purchased Receivable Default arising from any other fact or the effect of changing the amount payable and due under the Purchased Receivable or (ii) extend any credit period, in each case without the prior consent of the Bankcircumstance forthwith upon becoming aware thereof; (d) to remain duly organized and validly existing under the laws Borrower shall ensure that at all times the claims of the country Lender against it under this Agreement are secured as provided in the Security Documents and that the security thereunder will be of its Incorporationthe nature and will rank in the priority it is expressed to have in the Security Documents; (e) to do all that it reasonably can to ensure that any Purchased Receivable or assignment hereunder or under an Assignment Agreement validly creates the obligations which it purports to create; and Borrower shall not, without limiting the generality prior written consent of the foregoingLender, and promptly, to register, file, record or enrol any Purchased Receivable or assignment hereunder with any court or authority as may be required and give any notice and take any other step which may be or has become necessary for any Purchased Receivable or assignment to be valid, enforceable or admissible in evidence, subject always to the ability of the Assignor to do so as a matter of Applicable Law; (f) If any amount due to the Bank in respect of a Purchased Receivable is paid to an account of the Assignor, to hold such amount on trust for the Bank and as soon as possible thereafter to pay such amount (or the equivalent of that amount in the Relevant Currency if the amount due to the Bank was received by the Assignor In a different currency) to the Bank; (g) to promptly inform the Bank of any material breach of, default under, or dispute relating to a contract relating to a Purchased Receivable, and of any event which might impede the full and timely payment of the amounts due in respect of the Purchased Receivables; (h) not to create or permit to subsist any encumbrance Security over all or any of its present or future revenues or assets save for security created (or permitted) under the Security Documents; (f) the Borrower shall not, 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 Purchased Receivable or to assignobligation of any other person; (g) the Borrower shall not, without the prior written consent of the Lender, sell, lease, transfer or otherwise deal 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; (h) the Borrower undertakes to continue to endeavour to settle all matters outstanding and pending with or purport the OFT from time to assign, transfer or otherwise deal with any of Its rights in respect of any Purchased Receivable other than in accordance with this Agreement or otherwise In favour of the Banktime as expeditiously as reasonably practicable; (i) notthe Borrower will procure that the origination, administration and enforcement of each Mortgage Loan does not violate in any material respect:- (i) OFT Guidelines for Non-Status Lending; and (ii) any undertakings or agreements from time to time between the Borrower, any holding company or any subsidiary of the Borrower and the OFT; (j) the Borrower will procure that the Lender is:- (i) promptly notified on the receipt by Ocwen UK plc or any of its Affiliates of any correspondence (other than correspondence which is of a routine nature) received from the OFT on or after the date hereof relating to Ocwen UK plc's or any of its Affiliates' mortgage lending business and/or mortgage servicing business (insofar as it relates to mortgage loans owned (whether legally or beneficially) by Ocwen UK plc or any of its Affiliates) and/or the enforceability or servicing of mortgage loans which are owned (whether legally or beneficially) by Ocwen UK plc or any of its Affiliates; and (ii) all correspondence sent by the Borrower to the OFT (other than any correspondence of a routine nature) provided that nothing in this or any other undertaking shall entitle the Lender to receive access to or copies of privileged correspondence between the Borrower and its counsel. Upon the Lender being notified of the receipt of any correspondence from the OFT under clause 17.1 (j)(i), the Lender shall be entitled, upon giving reasonable prior notice to the Borrower and at reasonable times, to inspect the Borrower's files at the Borrower's offices relating to the matter which is the subject of such correspondence; (k) the Borrower will procure that: (i) all Mortgage Loan Documents are delivered to Xxxx Business Services Limited or such other xxxxxx as the Lender may have approved (acting reasonably) from time to time (subject always to clause 3.10(d) of the Debenture) as soon as reasonably practicable following receipt thereof by the Borrower or the Solicitors acting on behalf of the Borrower in connection with the relevant Mortgage Loan and shall use reasonable endeavours to procure that the Lender has, upon 1 Business Day's notice, access to the offices of all Solicitors, Xxxx 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 Loan Documents in relation to any Mortgage Loan financed or to be financed hereunder; and (ii) all Mortgage Loan Files (other than the Mortgage Loan Documents referred to in (i) are delivered to the Servicer as soon as reasonably possible after the origination of the relevant Mortgage Loan; (l) immediately on becoming aware thereof, the Borrower will provide the Lender with full and accurate details of any litigation (subsisting or pending) and of any dispute or complaint (other than any dispute or complaint which is frivolous or vexatious (but only if the subject matter or nature of the dispute or complaint (which includes, without limitation, any particular provision or provisions in the mortgage loan documentation to which the claim or dispute relates) is not of a type as has been subject to prior actions, disputes or complaints in relation to mortgage loans owned legally and/or beneficially by the Borrower or its Affiliates on at least five occasions) or is remedied within ten Business Days of it first being made) which may affect the value to the Lender of the security created by the Security Documents. Following notification of any such litigation, dispute or complaint and prior to any settlement thereof (other than any settlement thereof through the 10 Business Day remedy as permitted by this clause), the Borrower shall consult with the Lender and shall take due account of the Lender's representations (whether made in its capacity as Lender hereunder or as lead manager of the Securitisations) regarding how the litigation, dispute or complaint in question is to be settled; (m) the Borrower will not amend the Standard Form Documentation or the Underwriting Guidelines without the prior written consent of the Lender; (n) 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 their respective financial years (i) a copy of the Borrower's audited annual financial statements; and (ii) a copy of Ocwen UK plc's consolidated audited financial statements. (o) the Borrower shall provide the Lender promptly upon request with any information relating to it and/or its financial condition and with any information relating to OFC and/or OFC's financial condition as the Lender may from time to time reasonably require in connection with this Agreement; (p) the Borrower shall ensure that each set of audited annual financial statements delivered pursuant to sub-clause (n) 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); (q) the Borrower 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; (r) the legal and equitable title of each Mortgage 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 name of the Borrower and the Borrower shall procure that in each case all necessary steps are undertaken to protect the Borrower's title to the Related Security including as appropriate registration or recording of the relevant Mortgage Deeds in the name of the Borrower at HM Land Registry or the Registers of Scotland and shall take all reasonable steps within its power to ensure that (i) such registration or recording shall be completed within 6 months from the date of application to the relevant registry and will submit each such application promptly (and within any applicable priority time periods) and (ii) the Solicitors will comply with the Solicitor's 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 Mortgage Loans, shall not constitute an Event of Default but shall entitle the Lender to require (i) repayment of the Advance, or part thereof, (and all interest accrued thereon) which funded the acquisition of the relevant Mortgage Loan against release by the Lender of the relevant Mortgage Loan from the security created by the Debenture or (ii) if the relevant Mortgage Loan was specified in an Eligible Collateral Schedule, the provision by the Borrower of replacement Eligible Collateral in accordance with clause 8; (s) 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. (t) the Borrower shall procure that the Mortgage Loans are administered at all times in accordance with the standards of a Reasonably Prudent Mortgage Lender and, in particular but without limitation, that all computer and electronic systems required to administer the Mortgage Loans in accordance with such standards are Y2K compliant; (u) the Borrower undertakes that: (i) (subject as set out in (v) below the aggregate Outstanding Principal Balance of Junior Mortgage Loans shall not at any time exceed 55% of the Loan Amount; (ii) the aggregate Outstanding Principal Balance of Mortgage Loans secured by third or subsequent ranking Mortgages shall not at any time exceed 3% of the Loan Amount; (iii) if the amount of mortgage loans secured by second or subsequent ranking mortgages or standard securities ("Junior Loans") and originated by the Borrower and its Affiliates over any period of 3 consecutive months as a proportion of all mortgage loans so originated falls significantly below such proportion over the preceding 6 months, the Borrower will endeavour to ensure that such a fall is reflected in the proportion of Junior Loans funded out of the Loan Facility thereafter; (iv) in determining the ranking of a Mortgage, for the purposes of this clause 17.1(u) any Mortgage ranking immediately in priority shall be disregarded; (v) this clause shall have no effect in relation to Junior Mortgage Loans already funded out of the Loan Facility as at close of business on the Closing Date. 17.2 The Borrower shall procure that the Servicer provides such certificates as required by the Lender pursuant to the Servicing Agreement. 17.3 The Borrower shall not originate any MIRAS loans without the prior written consent of the Lender. 17.4 Subject to clauses 17.5 and 17.6 the Borrower shall take all reasonable steps within its power to procure that all payments made in respect of each Mortgage Loan shall be paid directly into the Servicer Collection Account. 17.5 The Borrower shall, if required by the Lender, give notice to Mortgagors requiring the Mortgagors 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. 17.6 In the event that any payments under Mortgage Loans financed hereunder ("Mortgage Proceeds") are paid to or for the account of the Borrower other than by way of a direct credit to the Servicer Collection Account, the Borrower shall transfer such Mortgage Proceeds (or shall procure that such Mortgage Proceeds are transferred) to the Servicer Collection Account forthwith. 17.7 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). 17.8 The Borrower shall, forthwith upon becoming aware of the same, notify the Lender (in writing) of each of the following: (a) any termination of the Barclays Facility or servicing agreement with the Servicer relating to the Barclays Facility (the "Barclays Servicing Agreement"); (b) the occurrence of any event which entitles any person to terminate the Barclays Facility or the appointment of the Servicer as servicer under the Barclays Servicing Agreement; (c) the occurrence of any event which, with the passing of time, fulfilment of any condition or both would entitle any person to terminate the Barclays Facility or appointment of the Servicer as servicer under the Barclays Servicing Agreement; and (d) Ocwen 2 Limited negotiating or agreeing with Barclays Bank (such consent not Plc to terminate the Barclays Facility or significantly reduce the amount available to be unreasonably withheld, drawn by Ocwen 2 Limited thereunder. 17.9 The Borrower undertakes with the Lender that it will use all reasonable endeavours to disclose avoid securitising Mortgage Loans during the period from 15 December 1999 to any bank or financial institution details of this Agreement or of any breaches of or failure 16 January 2000 without the Lender's prior consent and the Lender agrees with the Borrower that it will endeavour to comply co-operate with any undertaking or covenant the Borrower to facilitate it in any Relevant Document;complying with such undertaking.

Undertakings and Covenants. 8.1 The Assignor hereby agrees and undertakesEach Obligor agrees, throughout the duration of the Term: (a) to refrain from any action which would give Endo notice in anyway prejudice or limit writing immediately upon becoming aware of the Bank’s rights under or in respect occurrence of any Purchased Receivableevent or circumstance, which constitutes or which, with the giving of notice, lapse of time or making of any determination, is reasonably likely to lead to the occurrence of an Event of Default together with reasonable details of what steps it is taking to avoid or cure such event or circumstance; (b) as soon as they become available but in any event within 180 days after the end of each financial year to assist provide Endo with a copy of its published annual audited accounts and co-operate with (in the Bank, to take all steps, Including the bringing of legal proceedings In the name case of the Assignor, Parent or a Satisfactory Purchaser only) as the Bank may, acting reasonably, deem necessary to recover amounts due and unpaid soon as they become available but in respect any event within 120 days of the Purchased Receivables;end of the first six months of each financial year to provide Endo with a copy of its half yearly accounts for the half year then ended as presented to its board of directors, (c) not to (I) agree to as soon as they become available but in any variations or amendments to or event within 30 days of the Contract or end of each month the Parent and any documentation In relation to Satisfactory Purchaser shall provide Endo with a Purchased Receivable If such variation or amendment would have copy of its monthly management accounts for the effect of altering the Bank’s rights under this Agreement In respect of the Purchased Receivable or the effect of changing the amount payable and due under the Purchased Receivable or (ii) extend any credit period, in each case without the prior consent of the Bankmonth then ended; (d) (i) (in the case of the Parent and any Satisfactory Purchaser only) to remain duly organized procure that each set of its annual audited accounts provided pursuant to Clause 7(a) and validly existing under each set of its half yearly accounts provided pursuant to Clause 7(b) are consolidated and comply in form, substance and content with the requirements of (A) in the case of a Satisfactory Purchaser which is a UK listed and incorporated corporate entity, the Act and the Listing Rules or (B) in the case of any other Satisfactory Purchaser, the laws and generally accepted accounting principles in its jurisdiction of incorporation consistently applied; and that each set of its monthly management accounts provided pursuant to Clause 7(c) are consolidated and contain a balance sheet, income statement and cashflow statement and related notes to such financial statements and are otherwise in the same form and have the same content as is provided to its board of directors and; (ii) to procure that each set of the country annual audited accounts of its IncorporationVDL comply in form, substance and content with the requirements of the Act; (e) prior to do all that it reasonably can to ensure that any Purchased Receivable or assignment hereunder or under an Assignment Agreement validly creates the obligations which it purports to create; and without limiting the generality beginning of the foregoing, and promptlyeach financial year, to register, file, record or enrol any Purchased Receivable or assignment hereunder with any court or authority as may be required and give any notice and take any other step which may be or has become necessary for any Purchased Receivable or assignment deliver to be valid, enforceable or admissible in evidence, subject always to the ability Endo a copy of the Assignor to do so as a matter of Applicable Lawits annual budget; (f) If to provide Endo promptly with such other financial information relating to it as Endo may from time to time require to comply (i) with any amount due regulatory requests or requirements or (ii) with any reasonable requests or requirements from financial institutions making financial facilities available to Endo provided that (A) those institutions have agreed with Endo to keep such information confidential (save for customary exceptions such as requirement of law or regulatory requirements) and (B) such Obligor would not thereby be in breach of any restrictions contained in (i) any confidentiality obligation binding on it at the date of this Agreement or (ii) any law or governmental or quasi-governmental regulation then binding on it or (iii) the Listing Rules to the Bank in respect extent then applicable to it but provided further that, at Endo's request, such Obligor shall use reasonable endeavors to seek a waiver of a Purchased Receivable is paid to an account of the Assignor, to hold such amount on trust for the Bank and as soon as possible thereafter to pay such amount (or the equivalent of that amount in the Relevant Currency if the amount due to the Bank was received by the Assignor In a different currency) to the Bankrestrictions; (g) prior to promptly inform the Bank MAM Approval Date, it will not and will ensure that each of its subsidiaries will not incur or permit to remain outstanding any material breach ofindebtedness whatsoever save for: (i) indebtedness owing by a subsidiary acquired after the date of this Agreement provided that (a) such indebtedness was not created in contemplation of that acquisition, default under, or dispute relating to a contract relating to a Purchased Receivable, (b) such indebtedness is not increased after the date of that acquisition and of (c) neither the Parent nor VDL nor any event which might impede the full and timely payment of the amounts due Parent's other subsidiaries assumes any obligation or liability (whether by guarantee or otherwise) for such indebtedness; (ii) indebtedness incurred pursuant to the Transaction Documents; (iii) trade indebtedness incurred in respect the ordinary course of its business; and (iv) indebtedness not otherwise excluded by paragraphs (i)-(iii) above incurred or outstanding to the Parent, VDL and each of the Purchased ReceivablesParent's other subsidiaries which in aggregate does not exceed $10 million at any time; (h) not save with respect to create Permitted Liens, it will not, without the prior written consent of Endo, create, or permit to subsist any encumbrance in respect of any Purchased Receivable or security over: (i) prior to assignthe MAM Approval Date, transfer or otherwise deal with or purport to assign, transfer or otherwise deal with any of Its rights in respect of its assets or any Purchased Receivable other than in accordance with this Agreement or otherwise In favour of the Bankassets of its subsidiaries; (ii) on and after the MAM Approval Date, (A) any of the Secured Assets or other Relevant Assets; or (B) any book and other debts and monetary claims relating to the Secured Assets or other Relevant Assets and any proceeds of such debts and claims (including without limitation, any claims or sums of money deriving from or in relation to the Secured Assets or other Relevant Assets, any court order or judgment, any contract or agreement to which VDL is party and any other assets, property rights or undertaking of the Company in each case in or relating to the Secured Assets or other Relevant Assets); (i) prior to the MAM Approval Date, it will not pay dividends or make any distributions on its Capital Stock (other than distributions in the nature of the allotment of new Capital Stock) and will not purchase, redeem or otherwise acquire for value any of its Capital Stock; (j) (in respect of the Parent only) it will at all times throughout the Term own directly or indirectly one hundred percent (100%) of the issued share capital in VDL and at least 51% of the Capital Stock of each other company which has been a subsidiary at any time since the date of this Agreement; (k) it will not, without and will not permit any subsidiary to, make any payments, distributions or disposals or incur any liabilities or grant any security, loans, collateral, guarantee or indemnity to or for the prior consent benefit of any related party other than the other Obligor and save for (i) payments and liabilities to related parties who are individuals acting on their own account and not representing any third party (and who do not account for such payments or liabilities to any third party) on arm's length contracts of employment or consultancy agreements and (ii) dividends and distributions on its Capital Stock permitted by this Agreement and for the purposes of this Clause 7(k), "related party" shall have the meaning given in Chapter 11 of the Bank Listing Rules but as if the percentage referred to in the definition of "substantial shareholder" therein was (such consent not i) prior to be unreasonably withheldany Change of Control, 5 percent and (ii) following a Change of Control, to disclose to any bank or financial institution details of this Agreement or of any breaches of or failure to comply with any undertaking or covenant in any Relevant Documentshareholding;

Undertakings and Covenants. 8.1 The Assignor hereby agrees and undertakesEach Obligor agrees, throughout the duration of the Term: (a) to refrain from any action which would give Endo notice in anyway prejudice or limit writing immediately upon becoming aware of the Bank’s rights under or in respect occurrence of any Purchased Receivableevent or circumstance, which constitutes or which, with the giving of notice, lapse of time or making of any determination, is reasonably likely to lead to the occurrence of an Event of Default together with reasonable details of what steps it is taking to avoid or cure such event or circumstance; (b) as soon as they become available but in any event within 180 days after the end of each financial year to assist provide Endo with a copy of its published annual audited accounts and co-operate with (in the Bank, to take all steps, Including the bringing of legal proceedings In the name case of the Assignor, Parent or a Satisfactory Purchaser only) as the Bank may, acting reasonably, deem necessary to recover amounts due and unpaid soon as they become available but in respect any event within 120 days of the Purchased Receivables;end of the first six months of each financial year to provide Endo with a copy of its half yearly accounts for the half year then ended as presented to its board of directors, (c) not to (I) agree to as soon as they become available but in any variations or amendments to or event within 30 days of the Contract or end of each month the Parent and any documentation In relation to Satisfactory Purchaser shall provide Endo with a Purchased Receivable If such variation or amendment would have copy of its monthly management accounts for the effect of altering the Bank’s rights under this Agreement In respect of the Purchased Receivable or the effect of changing the amount payable and due under the Purchased Receivable or (ii) extend any credit period, in each case without the prior consent of the Bankmonth then ended; (d) (i) (in the case of the Parent and any Satisfactory Purchaser only) to remain duly organized procure that each set of its annual audited accounts provided pursuant to Clause 7(a) and validly existing under each set of its half yearly accounts provided pursuant to Clause 7(b) are consolidated and comply in form, substance and content with the requirements of (A) in the case of a Satisfactory Purchaser which is a UK listed and incorporated corporate entity, the Act and the Listing Rules or (B) in the case of any other Satisfactory Purchaser, the laws and generally accepted accounting principles in its jurisdiction of incorporation consistently applied; and that each set of its monthly management accounts provided pursuant to Clause 7(c) are consolidated and contain a balance sheet, income statement and cashflow statement and related notes to such financial statements and are otherwise in the same form and have the same content as is provided to its board of directors and; (ii) to procure that each set of the country annual audited accounts of its IncorporationVDL comply in form, substance and content with the requirements of the Act; (e) prior to do all that it reasonably can to ensure that any Purchased Receivable or assignment hereunder or under an Assignment Agreement validly creates the obligations which it purports to create; and without limiting the generality beginning of the foregoing, and promptlyeach financial year, to register, file, record or enrol any Purchased Receivable or assignment hereunder with any court or authority as may be required and give any notice and take any other step which may be or has become necessary for any Purchased Receivable or assignment deliver to be valid, enforceable or admissible in evidence, subject always to the ability Endo a copy of the Assignor to do so as a matter of Applicable Lawits annual budget; (f) If to provide Endo promptly with such other financial information relating to it as Endo may from time to time require to comply (i) with any amount due regulatory requests or requirements or (ii) with any reasonable requests or requirements from financial institutions making financial facilities available to Endo provided that (A) those institutions have agreed with Endo to keep such information confidential (save for customary exceptions such as requirement of law or regulatory requirements) and (B) such Obligor would not thereby be in breach of any restrictions contained in (i) any confidentiality obligation binding on it at the date of this Agreement or (ii) any law or governmental or quasi-governmental regulation then binding on it or (iii) the Listing Rules to the Bank in respect extent then applicable to it but provided further that, at Endo’s request, such Obligor shall use reasonable endeavors to seek a waiver of a Purchased Receivable is paid to an account of the Assignor, to hold such amount on trust for the Bank and as soon as possible thereafter to pay such amount (or the equivalent of that amount in the Relevant Currency if the amount due to the Bank was received by the Assignor In a different currency) to the Bankrestrictions; (g) prior to promptly inform the Bank MAM Approval Date, it will not and will ensure that each of its subsidiaries will not incur or permit to remain outstanding any material breach ofindebtedness whatsoever save for: (i) indebtedness owing by a subsidiary acquired after the date of this Agreement provided that (a) such indebtedness was not created in contemplation of that acquisition, default under, or dispute relating to a contract relating to a Purchased Receivable, (b) such indebtedness is not increased after the date of that acquisition and of (c) neither the Parent nor VDL nor any event which might impede the full and timely payment of the amounts due Parent’s other subsidiaries assumes any obligation or liability (whether by guarantee or otherwise) for such indebtedness; (ii) indebtedness incurred pursuant to the Transaction Documents; (iii) trade indebtedness incurred in respect the ordinary course of its business; and (iv) indebtedness not otherwise excluded by paragraphs (i)-(iii) above incurred or outstanding to the Parent, VDL and each of the Purchased ReceivablesParent’s other subsidiaries which in aggregate does not exceed $10 million at any time; (h) not save with respect to create Permitted Liens, it will not, without the prior written consent of Endo, create, or permit to subsist any encumbrance in respect of any Purchased Receivable or security over: (i) prior to assignthe MAM Approval Date, transfer or otherwise deal with or purport to assign, transfer or otherwise deal with any of Its rights in respect of its assets or any Purchased Receivable other than in accordance with this Agreement or otherwise In favour of the Bankassets of its subsidiaries; (ii) on and after the MAM Approval Date, (A) any of the Secured Assets or other Relevant Assets; or (B) any book and other debts and monetary claims relating to the Secured Assets or other Relevant Assets and any proceeds of such debts and claims (including without limitation, any claims or sums of money deriving from or in relation to the Secured Assets or other Relevant Assets, any court order or judgment, any contract or agreement to which VDL is party and any other assets, property rights or undertaking of the Company in each case in or relating to the Secured Assets or other Relevant Assets); (i) prior to the MAM Approval Date, it will not pay dividends or make any distributions on its Capital Stock (other than distributions in the nature of the allotment of new Capital Stock) and will not purchase, redeem or otherwise acquire for value any of its Capital Stock; (j) (in respect of the Parent only) it will at all times throughout the Term own directly or indirectly one hundred percent (100%) of the issued share capital in VDL and at least 51% of the Capital Stock of each other company which has been a subsidiary at any time since the date of this Agreement; (k) it will not, without and will not permit any subsidiary to, make any payments, distributions or disposals or incur any liabilities or grant any security, loans, collateral, guarantee or indemnity to or for the prior consent benefit of any related party other than the other Obligor and save for (i) payments and liabilities to related parties who are individuals acting on their own account and not representing any third party (and who do not account for such payments or liabilities to any third party) on arm’s length contracts of employment or consultancy agreements and (ii) dividends and distributions on its Capital Stock permitted by this Agreement and for the purposes of this Clause 7(k), “related party” shall have the meaning given in Chapter 11 of the Bank Listing Rules but as if the percentage referred to in the definition of “substantial shareholder” therein was (such consent i) prior to any Change of Control, 5 percent and (ii) following a Change of Control, to any shareholding; (l) save in the circumstances described in Clause 3.3(e), it will not enter into any single transaction or series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any interest in the Secured Assets or other Relevant Assets save as part of the sale of the whole or substantially the whole of the Group’s or VDL’s business and assets to be unreasonably withheld, to disclose to any bank or financial institution details a single Satisfactory Purchaser; (m) (in respect of VDL only) immediately on discharge of the Secured Obligations (under and as defined in the Existing Floating Charge) it will procure that the Existing Floating Charge is released and will file a form 403a in respect of that release of the Companies Registry no later than the Business Day following such release; (n) (in respect of VDL only) it will use the proceeds of an Advance in accordance with the terms of this Agreement only; (o) not to substantially change the general nature of its business; (p) obtain, comply with and do all that is necessary to maintain in full force and effect any authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any breaches of or Finance Document; (q) shall comply in all respects with all laws to which it may be subject, if failure to so comply would impair its ability to perform its obligations under the Finance Documents; (r) (in respect of VDL only): (i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as Endo may reasonably specify (and in such form as Endo may reasonably specify) to perfect the security created or intended to be created under or evidenced by the Security Agreement (which may include the execution of a mortgage, charge, assignment or other security over all or any of the assets which are, or are intended to be, the subject of the Security Agreement) or for the exercise of any rights, powers and remedies of Endo provided by or pursuant to the Finance Documents or by law; (ii) subject to the terms hereof and of the Security Agreement, and following an Event of Default and during the continuance thereof to facilitate the realisation of the assets which are, or are intended to be, the subject of the Security Agreement; (iii) take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any security conferred or intended to be conferred on Endo by or pursuant to the Finance Documents; (s) shall ensure that at all times any unsecured and unsubordinated claims of Endo against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies; (t) it will not default under any undertaking agreement to which it is a party or covenant which is binding on it or any of its assets where the nature and consequences of such default are reasonably likely to have a material adverse effect on its business, financial condition, assets or its ability to perform its obligations under the Finance Documents; (u) promptly upon becoming aware of the same, it shall notify Endo of all litigation, arbitration or proceedings taking place, pending or threatened in writing against it or any of its assets which is reasonably likely to be adversely determined against it and which if so adversely determined would have a material adverse effect on its ability to perform its obligations under the Transaction Documents or its assets, financial condition or prospects; (v) it will not dispose of any asset or make any acquisition on terms which are not arm’s length or better for it except with respect to one or more such transactions which taken as a whole are not material in the context of the Parent or VDL (as applicable); (w) it will not enter into any derivative transaction except for the purposes of hedging interest rate and currency rate exposures incurred under the Finance Documents or its ordinary course of trading and in any Relevant Document;event will not enter into any derivative transaction for speculative purposes.

Undertakings and Covenants. 8.1 The Assignor In addition to any covenants and undertakings made by the Pledgor in theGuarantee, the Pledgor hereby agrees undertakes and undertakescovenants the following: (a) to refrain from preserve and maintain its Pledged Assets until all Secured Obligations which have arisen have been unconditionally and irrevocably paid and discharged in full, as set forth in Clause 12, and not to waive, without the prior written consent of the Pledgee, any action rights attached to its Shares and in general not to perform any acts which would result in anyway prejudice or limit a reduction of the Bank’s rights under or in respect value of any Purchased Receivableits Pledged Assets; (b) to assist give, execute, deliver, file, register and co-operate record, authorise or obtain all such notices, instruments, documents, agreements, or other papers, and take such other action, as may be necessary or desirable (in the reasonable judgement of the Pledgee) to create, preserve, publish notice of, perfect, validate or preserve the priority of the Pledge or to enable the Pledgee to exercise and enforce its rights hereunder with the Bankrespect to such pledge and to do all such acts as to facilitate, to take all stepsthe extent permitted by law, Including the bringing of legal proceedings In the name appropriation of the Assignor, as Pledged Assets or any part thereof in the Bank may, acting reasonably, deem necessary to recover amounts due and unpaid in respect of the Purchased Receivablesmanner contemplated by this Agreement; (c) without prejudice to Clause 5.1, not to (I) agree vote in any manner that is inconsistent with the terms of this Agreement, the Guarantee or the Notes and not to exercise its voting rights in any variations way which might affect the Pledge or amendments to or the rights of the Contract or any documentation In relation to a Purchased Receivable If such variation or amendment would have the effect of altering the Bank’s rights Pledgee under this Agreement In respect of Agreement, the Purchased Receivable or Guarantee and the effect of changing the amount payable and due under the Purchased Receivable or (ii) extend any credit period, in each case without the prior consent of the BankNotes; (d) in the event that a Pledgor foresees or reasonably should foresee that the Pledgee’s interest would be affected by the exercise of voting rights, to remain duly organized consult with the Pledgee, prior to exercising its voting rights, on the resolution to be passed and validly existing under subsequently vote in accordance with the laws instructions of the country of its IncorporationPledgee; (e) to do all that it reasonably can to ensure that any Purchased Receivable or assignment hereunder or under an Assignment Agreement validly creates not, without the obligations which it purports to create; and without limiting the generality express prior written consent of the foregoing, and promptly, to register, file, record or enrol any Purchased Receivable or assignment hereunder with any court or authority as may be required and give any notice and take any other step which may be or has become necessary for any Purchased Receivable or assignment to be valid, enforceable or admissible in evidence, subject always to the ability of the Assignor to do so as a matter of Applicable Law;Pledgee: (fi) If any amount due to the Bank in respect of a Purchased Receivable is paid to an account of the Assignor, to hold such amount on trust for the Bank and as soon as possible thereafter to pay such amount (or the equivalent of that amount in the Relevant Currency if the amount due to the Bank was received by the Assignor In a different currency) to the Bank; (g) to promptly inform the Bank of any material breach of, default under, or dispute relating to a contract relating to a Purchased Receivable, and of any event which might impede the full and timely payment of the amounts due in respect of the Purchased Receivables; (h) not to create or permit to subsist any security interest, pledge or encumbrance in respect of on or over the Pledged Assets or any Purchased Receivable part thereof or to assigninterest therein, transfer or otherwise deal with or purport to assign, transfer or otherwise deal with any of Its rights in respect of any Purchased Receivable other than in accordance with this Agreement or otherwise In favour of the BankPledge; (iii) notpermit the Company to cancel, without the prior consent reduce, increase, redeem, create or issue or put under option any shares or other securities of the Bank Company, or securities convertible or exchangeable into shares or other securities of the Company, or to make otherwise any alteration to, or reorganise, the capital of the Company; or (iii) permit any modification of the articles of association of the Company which could have an adverse impact on the rights of the Pledgee under this Agreement, the Guarantee and the Notes; (f) to take all such consent not other measures as may reasonably be required to be unreasonably withheld, protect the Pledgee’s interest in the Pledged Assets and to disclose to any bank or financial institution details of ensure that the security constituted by this Agreement or and its undertakings and obligations under this Agreement will inure to the benefit of any breaches such assignee of or failure the Pledgee as is referred to comply with any undertaking or covenant in any Relevant Document;Clause 17.

Undertakings and Covenants. 8.1 The Assignor hereby agrees and undertakes: (a) For so long as the Foreign Obligations have not been repaid in full the Pledgor covenants not to refrain from dispose, pledge (including by way of pledge with lower rank) or otherwise encumber hereafter, the whole or any action which would in anyway prejudice part of the Charged Receivables to anyone, other than (i) as permitted pursuant to Article VII of the Credit Agreement or limit (ii) with the Bank’s rights under or in respect prior written consent of any Purchased Receivable;the Pledgee. (b) to assist The Pledgor further undertakes that is shall act in good faith and co-operate with not knowingly take any steps nor do anything which could adversely affect the Bank, to take all steps, Including the bringing of legal proceedings In the name existence of the Assignor, as the Bank may, acting reasonably, deem necessary to recover amounts due and unpaid in respect of the Purchased Receivables;Pledge created hereunder. (c) not The Pledgor further undertakes that it will cooperate with the Pledgee and sign or cause to (I) agree to be signed by the Debtors all such documents and take all such commercially reasonable actions as the Pledgee may reasonably require as being necessary for perfecting or protecting all or any variations or amendments to or of the Contract or any documentation In relation to a Purchased Receivable If such variation or amendment would have rights by the effect of altering the Bank’s rights Pledgee under this Agreement In respect of in relation to the Purchased Receivable Charged Receivables; to that effect, the Pledgor shall in particular use commercially reasonable efforts to execute all documents or instruments and give all notices, orders and directions and make all registrations which the effect of changing the amount payable and due under the Purchased Receivable or (ii) extend any credit period, in each case without the prior consent of the Bank;Pledgee may reasonably think expedient. (d) to remain duly organized and validly existing under The Pledgor shall inform the laws Pledgee as soon as possible in case the Pledgor has knowledge that the Pledge is prejudiced or jeopardised by actions of third parties (including, but without being limited to, by attachments). Such information shall be accompanied, in case of any attachment, by a copy of the country order for attachment, as well as all documents required for the filing of its Incorporation;an objection against the attachment, and, in case of any other actions by third parties, by copies evidencing which actions have or will be taken, respectively, as well as all documents required for the filing of an objection against such actions. All reasonable and adequately documented costs and expenses for any actions of intervention and measures of the Pledgee shall be borne by the Pledgor. This shall also apply to the institution of legal action, which the Pledgee may consider reasonably necessary. (e) The Pledgor will, and will cause or, as the case may be, make commercially reasonable efforts to do all that it reasonably can to ensure that any Purchased Receivable or assignment hereunder or under an Assignment Agreement validly creates the obligations which it purports to create; and without limiting the generality procure each of the foregoing, and promptlyDebtors, to registerassist the Pledgee and generally make its commercially reasonable efforts, filein order to obtain all necessary consents, record or enrol approvals and authorisations from any Purchased Receivable or assignment hereunder with any court or authority as may be required relevant authorities in order to permit the exercise by the Pledgee of its rights and give any notice and take any other step which may be or has become necessary for any Purchased Receivable or assignment to be valid, enforceable or admissible in evidence, subject always to the ability powers under this Agreement upon enforcement of the Assignor to do so as a matter of Applicable Law;Pledge. (f) If any amount due to The Pledgor shall notify the Bank in respect of a Purchased Receivable is paid to an account of the Assignor, to hold such amount on trust for the Bank and Pledgee as soon as possible thereafter of any event or circumstance of which the Pledgor has knowledge which may reasonably be expected to pay such amount (have a material adverse effect on the validity or the equivalent enforceability of that amount in the Relevant Currency if the amount due to the Bank was received by the Assignor In a different currency) to the Bank;this Pledge Agreement. (g) Within fifteen (15) Business Days of the end of each month, the Pledgor undertakes (i) to promptly inform notify the Bank Pledgee of (x) the amount and currency of any material breach ofnew Charged Receivables coming into existence after the date of this Agreement and (y) the name and address of each Debtor, default under, or dispute relating (ii) to confirm to the Pledgee that a contract relating notice letter has been sent to a Purchased Receivable, each Debtor and of any event which might impede that an acknowledgement letter has been received by the full and timely payment of the amounts due in respect of the Purchased Receivables; (h) not to create or permit to subsist any encumbrance in respect of any Purchased Receivable or to assign, transfer or otherwise deal with or purport to assign, transfer or otherwise deal with any of Its rights in respect of any Purchased Receivable other than Pledgor from each Debtor in accordance with this Agreement or otherwise In favour of the Bank; (i) not, without the prior consent of the Bank (such consent not to be unreasonably withheld, to disclose to any bank or financial institution details Clause 3 of this Agreement or and (iii) to provide the Pledgee with copies of any breaches of or failure to comply with any undertaking or covenant the signed acknowledgement letters in any Relevant Document;the form shown in Schedule 3 hereto received by the Pledgor since the last notice under this Clause 5.2 (g) has been made.