INNOCENCE CLOTHING LIMITED

By way of first legal mortgage, all land (as defined below) belonging to the company at the date of the debenture including without limitation that described in part 1 of schedule 2 to the debenture (a copy of which schedule is attached to this form MR01 ).. in the debenture “land” means all estates and other interests in freehold, leasehold or other immovable property (wherever situated) or in which the company has an interest and:-. (I) all buildings and fixtures (including trade fixtures but not including tenant’s fixtures) and fixed plant and machinery at any time thereon;. (Ii) all easements, rights and agreements in respect of such property;. (Iii) all proceeds of sale of such property; and. (Iv) the benefit of all covenants given in respect of such property.

By way of fixed charge the following property of the company owned now or in the future:-. (I) all interests in any heritable freehold or leasehold land (land) vested in or charged to the company, all fixtures and fittings attached to that land and all rents receivable from any lease granted out of that land;. (Ii) all plant and machinery, including any associated warranties and maintenance contracts;. (Iii) all the goodwill of the company's business;. (Iv) any uncalled capital;. (V) all stock, shares and other securities held by the company at any time in any subsidiary and all income and rights relating to those stocks, shares and securities;. (Vi) all intellectual property, licences, claims, insurance policies, proceeds of any insurance and any other legal rights;. (Vii) the benefit of any hedging arrangements, futures transactions or treasury instruments;. (Viii) all debts which fail to vest in the bank (rbsif) under any debt purchase facility entered into between the company and the bank (rbsif) (debt purchase facility) and their related rights (as defined in the debt purchase agreement). 2 by way of floating charge all the other property assets and rights of the company owned now or in the future which are not subject to an effective fixed charge under the debenture or any other security held by the bank.. Note 1: the debenture contains covenants by the company that the company will not without the bank's consent:-. (A) permit or create any mortgage, standard security, charge or lien on the property;. (B) dispose of the property of the company, owned now or in the future, charged by way of fixed charge;. (C) dispose of the property, other than in the ordinary course of business, charged by way of floating charge;. (D) call on, or accept payment of, any uncalled capital;. (E) grant, or accept a surrender of, any lease or licence of any of its land or consent to a tenant assigning or sub letting;. (F) dispose of, part with or share possession or occupation of any of its land.. Note 2: the debenture gives the bank power to appoint an administrator.. Notification of addition to or amendment of charge.

A deposit of £8,000.

Charge on fixed deposit account for £40,000.00.

Fixed and floating charges over the undertaking and all property and assets present and future including goodwill uncalled capital buildings fixtures plant and machinery book debts see image 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.

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.