LARCHFIELD INVESTMENTS LIMITED: Mortgages

All monies due or to become due from the borrower or the company to the beneficiaries up to a maximum principal sum of £15,000,000 under the terms of the aforementioned instrument creating or evidencing the charge

In favour of bhf-bank ag (the "agent" which expression will, when the context requires or admits, mean the trustee for the time being under this deed and which enters into this deed as trustee for itself and the beneficiaries (meaning each of the agent, hlb, the banks and any interest rate hedge counterparty) all or any of the present or future or actual or contingent obligations or liabilities of the company and futurestate limited (jointly and severally) to all or any of the beneficiaries under the finance documents to which the company and futurestate limited are party (the "secured obligations")

All monies due or to become due from the company to the beneficiaries (defined as bhf-bank ag (the agent), the banks and any interest rate hedge counterparty) arising under or in connection with the guarantee (as defined) and/or minerva PLC (the principal debtor) under the finance documents (as defined)

All monies due or to become due from the company to the beneficiaries (defined as bhf-bank ag (the agent), the banks and any interest rate hedge counterparty) arising under or in connection with the guarantee (as defined) and/or minerva PLC (the principal debtor) under the finance documents (as defined)

All monies due or to become due from the company to the chargee under the terms of the loan facility agreement and/or in connection with the facility thereby granted and/or under this charge or any other security document

All monies due or to become due from the company to the chargee under the terms of the loan facility agreement and/or in connection with the facility thereby granted and/or under this debenture or any of the other security documents together with all expenses

All moneys obligations and liabilities present or future actual or contingent on the part of the company to the chargee to be paid or observed and performed or arising whether directly or indirectly under the terms of the loan facility agreement and/or in connection with the facility thereby granted and/or under this debenture or any of the other security documents together with all expenses and any interest charged under the terms of the debenture or any of the other security documents

All monies obligations and liabilities due on the part of the company to the chargee to be paid or observed and performed or arising whether directly or indirectly under the terms of the loan facility agreement and/or in connection with the facility thereby granted and/or under this charge or any other security document

All monies due or to become due from the company to the beneficiaries to be paid or observed and performed or arising, whether directly or indirectly, under the terms of the loan facility agreement, to the chargee (for its sole benefit) under or pursuant to the terms of a second supplemental agreement of 19TH july 1996 and the chargee (for its sole benefit) a third supplemental agreement of 24TH march 1997 and/or in connection with the facility thereby granted pursuant to the loan facility agreement and/or under this debenture or any other security document together with all expenses, and any interest charged under the terms of this debenture or any other security document

All monies due or to become due from the company and/or minerva PLC to the chargee under the terms of the finance documents (as defined)

All monies due or to become due from the company to the chargee under the terms of the loan facility agreement the supplemental agreement of 19TH july 1996 and/or in connection with the facility thereby granted pursuant to the loan facility agreement and/or this debenture or any other security document

All monies due or to become due from the company to the beneficiaries (as defined) and any of them under or pursuant to the larchfield guarantee (as defined) and the supplemental legal charge, amending and restating a legal charge dated 8TH may 1992

All monies due or to become due from the company to the chargee under the terms of the guarantee and the legal charge and all or any part thereof

All monies due or to become due from the company to the chargee under the terms of the loan facility agreement and/or in connection with the facility thereby granted and/or under, this debenture or any other security document

All monies due or to become due from the company to the chargee under the terms of the loan facility agreement and/or in connection with the facility thereby granted and/or under, this charge or any other security document

All monies due or to become due from helios property investments limited to the chargee. As trustee for and on behalf of the benefiiaries (as therein defined) under or pursuant to the loan agreement, the interest rate hedging agreement and any other security documents (as therein defined)

All monies due or to become due from the company to the chargee as trustee for and on behalf of the beneficiaries (as dafined in the charge) under the terms of a loan agreement dated 14/3/89 and under the terms of this charge.