SOMERFIELD LIMITED

All monies due or to become due from each obligor to any senior creditor and any pik creditor on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from each obligor to any rcf creditor under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from the company to any senior creditor and any pik creditor on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from the company to the chargee under the terms of the composite guarantee and debenture dated 5/7/93, the charge and all other guarantees and security documents

All monies due or to become due from the company to the chargee under the terms of the composite guarantee and debenture dated 5/7/93, the charge and all other guarantees and security documents

All monies due from the company,each other group company (as defined) andany other present or future subsidiary of gateway group limited (as defined) to the chargee and/or the facility agent and/or the security agent (as defined) under the terms of each of the financing documents (as defined)

All monies due or to become due from the company to the chargee as agent and trustee for the lenders (as defined therein) in respect of the guarantee & debenture dated 24/10/89 as amended by the supplemental deed dated 5/7/93

All monies due or to become due from the company and/or isosceles PLC to the chargee under the financing documents (as defined)

All monies due or to become due from the company to the chargee as agent and trustee for itself and the lenders under the terms of the guarantee and debenture dated 24/10/89, the charge and the financing documents (as defined) and any other security document

All monies due or to become due from the company to the chargee under the terms of a guarantee and debenture dated 24/10/89, the charge and the financing documents (as defined) and all other guarantees and security documents was registered pursuant to section 95 of the companies act 1948 on the 7TH august 1991

All monies due or to become due from each obligor (as therein defined) to the chargee as agent and trustee for itself and for each lender (as therein defined) and the banks (or any of them) (as therein defined) under the terms of each of the financing documents and all monies due or to become due from each obligor (as therein defined) to ge capital corporate finance group limited as agent and trustee for the subordinated lenders and to the subordinated lenders (as therein defined) under the terms of the subordinated facilities agreement dated 17.4.89 (as subsequently amended)

All moneys obligations and liabilities due or to become due from the company or by an obligator under each of the financing documents to S.G.warburg & co LTD as agent and trustee for itself and for each lender (as defined) and G.E. capital corporate finance group LTD the subordinated lenders' agent

All monies due or to become due from the company and/or carrefour limited lennons group limited and elder gate property company (C.B.) limited to the chargee, as agent and trustee for itself and each bank (as defined) under the terms of the charge