Bhs Group Limited

Arcadia Group Limited (And It’S Successors in Title and Permitted Transferees)

Barclays Bank PLC

Fixed and floating charge over the undertaking and all property and assets present and future, including goodwill, book debts, uncalled capital, buildings, fixtures, fixed plant & machinery.

All monies due or to become due from the company and/or all or any of the companies named therein to the chargee on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

Bank of Scotland PLC (Formerly Known as the Governor and Company of the Bank of Scotland) (as Security Trustee for the Security Beneficiaries)

Fixed and floating charge over the undertaking and all property and assets present and future, including goodwill, uncalled capital, buildings, fixtures, fixed plant & machinery.

All monies due or to become due from the company to the security trustee and/or the other security beneficiaries (or any of them) on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

Bank of Scotland PLC (As Security Trustee for the Security Beneficiaries)

Fixed and floating charge over the undertaking and all property and assets present and future, including goodwill, uncalled capital, buildings, fixtures, fixed plant & machinery.

All monies due or to become due from the group to the security trustee and/or the other security beneficiaries (or any of them) on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

Barclays Bank PLC

Please refer to form 395 for full details of charged assets. Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery. See the mortgage charge document for full details.

In the debenture the company covenanted with and undertook to the security trustee as trustee for the beneficiaries that it shall on demand of the chargee (the security trustee) discharge on the due date for payment thereof all secured obligations and whether incurred solely or jointly and whether as principal or surety (or in some other capacity) and the company agreed to pay to the security trustee when due and payable every sum at any time owing,due or incurred by any obligor to the security trustee (whether for it's own account or as trustee for the beneneficiaries) or any of the other beneficiaries in respect of any such liabilities