03697164 Limited

The Governor and Company of the Bank of Scotlandas Security Trustee for and on Behalf of the Security Beneficiaries (As Defined)

By way of first legal mortgage all f/h and l/h property (if any) vested in or charged to the company; by way of first fixed charge all plant machinery computeres vehicles office and other equipment, the benefit of the licences, goodwill and uncalled capital; by way of floating charge all its assets and undertaking whatsoever and wheresoever situated both present and future not effectively charged by way of a first fixed mortgage or charge.. See the mortgage charge document for full details.

In favour of the governor and company of the bank of scotland as security trustee for and on behalf of the security beneficiaries (as defined) (I) all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each charging company (as defined) to the security beneficiaries (as defined) (or any of them) under the facility documents (as defined) to which such charging company (as defined) is a party; (ii) all reasonable costs, charges and expenses properly incurred by the security beneficiaries (as defined) (or any of them) in connection with the preperation and negotiation of the facility documents (as defined) or the protection, preservation or enforcement of the respective rights of the security beneficiaries (as defined) under any facility document, provided that no obligation or liability shall be included in (I) and (ii) above, to the extent that if it were so included, the charge (or any part of it) would constitute unlawful financial assistance within the meaning of sections 151 and 152 of the companies act 1985