Rt Kc Limited

Bath and West Finance 5 Limited

3. grant of security 3.1 legal mortgage as a continuing security for the payment and discharge of the secured liabilities, the borrower with full title guarantee charges to the lender, by way of a first legal mortgage, all estates or interests in any freehold, leasehold or commonhold property now owned by it, including the real property (if any) specified in schedule 1. 3.2 fixed charges as a continuing security for the payment and discharge of the secured liabilities, the borrower with full title guarantee charges to the lender by way of a first fixed charge: 3.2.1 all present and future estates or interests of the borrower in, or over, any freehold, leasehold or commonhold property (other than any such property effectively mortgaged under clause 3.1); 3.2.2 the benefit of all other contracts, guarantees, appointments and warranties relating to each charged property and other documents to which the borrower is a party or which are in its favour or of which it has the benefit relating to any letting, development, sale, purchase, use or the operation of any charged property or otherwise relating to any charged property (including, in each case, but without limitation, the right to demand and receive all monies whatever payable to or for its benefit under or arising from any of them, all remedies provided for in any of them or available at law or in equity in relation to any of them, the right to compel performance of any of them and all other rights, interests and benefits whatever accruing to or for its benefit arising from any of them); 3.2.3 all licences, consents and authorisations (statutory or otherwise) held or required in connection with its business or the use of any secured asset, and all rights in connection with them; and 3.2.4 all its rights in respect of each insurance policy, including all claims, the proceeds of all claims and all returns of premiums in connection with each insurance policy, to the extent not effectively assigned under clause 3.3.