HMV GROUP PLC: Mortgages

Full title guarantee and as security for the payment of all secured liabilities by way of first fixed charge, the prepayment account, and all its present and future right, title and interest see image for full details.

By way of a first legal mortgage all shares in each of the subsidiaries see image for full details.

The collateral being- 2A ordinary shares of £1.00 each in the capital of the company and the derivative assets see image for full details.

The shares being 154,098 ordinary shares of €1.27 each in the company and the derivative assets see image for full details.

Fixed and floating charge over the undertaking and all property and assets present and future, including, buildings, fixtures, fixed plant & machinery see image for full details.

Any sum or sums for the time being standing to the credit of any present or future account of the company with the bank.

Any sum or sums for the time being standing to the credit of any one or more of any present or future accounts of the companies or any of them with the bank (including any accounts held in the bank's name with any designation which includes the name(s) of the companies or any of them) whether such accounts be denominated in sterling or in a currency or currencies other than sterling.

Any sum or sums for the time being standing to the credit of any one or more of any present or future accounts of the companies or any of them with the bank (including any accounts held in the bank's name with any designation which includes the name(s) of the companies or any of them) whether such accounts be denominated in sterling or in a currency or currencies other than sterling.

Any sum or sums for the time being standing to the credit of any one or more of any present or future accounts of the companies or any of them with the bank (including any accounts held in the bank's name with any designation which includes the name(s) of the companies or any of them) whether such accounts be denominated in sterling or in a currency or currencies other than sterling.

The f/h & l/h property, rights in respect of the contracts or policies of insurance and all rights in respect of know-how, patent, trade amrk, service mark, design, business name, topographical or similar right. See the mortgage charge document for full details.

By way of first floating charge all the assets and the whole of the undertaking present and future.

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.

L/H premises k/a shelley house york road maidenhead berks .. 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.

All shares in the issued share capital of hmv media (hong kong) limited and all allotments accretations moneys rights or property accrued or offered by way of dividend interest bonus redemption preference option etc. see the mortgage charge document for full details.

All of the pledgor's rights,title,benefits and interests in and to the collateral as continuing security for the payment and performance of the secured obligations.

The present security by way of equitable mortgage and the new rights existing at the date of the equitable mortage. See the mortgage charge document for full details.

First floating charge all rights title and interests of the company relating to copyrights in published and unpublished works, registered designs, unregistered designs, design rights, patents, inventions, trade marks, get up rights in and/or relating to databases, rights to computer software, know how etc and all other similar rights including the benefit of licences under the same. See the mortgage charge document for full details.

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.

Fixed and floating charges over all undertaking property and assets including a floating charge over all intellectual property rights. See the mortgage charge document for full details.

Fixed and floating charges over all undertaking property and assets present and future including all buildings fixtures plant and machinery. See the mortgage charge document for full details.

All of the issued shares in hmv singapore pte limited and the derivative assets see form 395 for full details.

All of the issued shares in hmv singapore pte LTD and the derivative assets including rights to receive dividends interest principal or other payments of money. See the mortgage charge document for full details.

Ratable and equally ranking interest in the existing share and all additional shares in the capital of emi gmbh in whatever nominal value which the pledgor may acquire in the event of an increase of the capital of emi gmbh or otherwise ("future shares") as defined with all ancillary rights and claims associated with the shares. See the mortgage charge document for full details.

The company being the only shareholder holds one share in the aggregate nominal amount of DM50,000 in emi hmv tontrager gmbh and all additional shares together with all ancillary rights and claims and all dividends. See the mortgage charge document for full details.

First specific charge all its right title and interest in and to the shares the derivative assets and the dividends as security for the payment and discharge of the secured liabilities.