SILENTDALE LIMITED

All monies due or to become due from the freight partnership LLP ("the head lessor) to the lenders under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from the borrower and the grand leasing partnership LLP (the "head lessor") to the lenders under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from the borrower and the clearwater partnership LLP (the "head lessor") to the lenders under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from the borrower and the emerson partnership LLP(the "head lessor") to the lenders under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from last train limited (the borrower), silentdale, the clarkesville leasing partnership,LLP 9THE partnership) and rail wagon leasing limited (the general partner) to hsh nordbank ag under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from last train limited ("the borrower"), the clarkesville leasing partnership, LLP (the "lessor"), rail wagon leasing limited (the "general partner") and the lessees (as defined in the trust indenture) to the chargee and the lenders and all monies due or to become due from lloyds investment to lloyds tsb bank PLC under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from blues limited to the chargee under the terms of the aforementioned instrument creating or evidencing the charge

All amounts due or to become due from funk limited to the chargee under the terms of the aforementioned instrument creating or evidencing the charge

The prompt payment of the principal of and interest on and all other amounts due with respect to the loan by the royal bank of scotland PLC, new york branch from time to time outstanding hereunder and all other amounts outstanding hereunder by creedence limited (the borrower) (including without limitation breakage loss and increased costs). The performance and observance by the borrower for the benefit of the royal bank of scotland PLC new york branch of all the agreements covenants and provisions contained in the trust indenture, in the participation agreement and/or the other operative documents. The prompt payment of all amounts from time to time owing under the participation agreement and the other operative documents by the lessor, revival leasing limited (the general partner) and the lessees in each case to the chargee and the lenders. The performance and observance by the lessor, the general partner and the lessees of all the agreements covenants and provisions of the operative documents for the benefit of the lenders and the prompt payment of the principal of, premium (if any) and interest on and all other amounts due with respect to the loan by lloyds tsb bank PLC from time to time outstanding hereunder and all other amounts owing by lloyds investment under the junior loan agreement (all terms as defined)

The prompt payment of the principal of and interest on and all other amounts due with respect to the loan by the royal bank of scotland PLC, new york branch from time to time outstanding hereunder and all other amounts outstanding hereunder by crosby limited (the borrower) (including without limitation breakage loss (as defined) and increased costs (as defined). The performance and observance by the borrower for the benefit of the royal bank of scotland PLC new york branch of all the agreements covenants and provisions contained in the trust indenture, in the participation agreement (as defined) and/or the other operative documents (as defined). The prompt payment of all amounts from time to time owing under the participation agreement and the other operative documents by the lessor, stills limited (the general partner) and the lessees (as defined) in each case to the chargee and the lenders. The performance and observance by the lessor, the general partner and the lessees of all the agreements covenants and provisions of the operative documents for the benefit of the lenders and the prompt payment of the principal of, premium (if any) and interest on and all other amounts due with respect to the loan by lloyds tsb bank PLC from time to time outstanding hereunder and all other amounts owing by lloyds investment under the junior loan agreement (as defined)