MANSFIELD ASSETS LIMITED

All that freehold property known as 7 west gate, mansfield (NG18 1RY) (title no NT111468) and leasehold property known as land and buildings known as the four seasons shopping centre on the south west side of west gate, mansfield (title no NT123044).

All the rental income which includes gross rents, licence fees and other monies receivable now or at any time in the future in respect of or arising out of any lease or licence or any other agreement relating to the occupation of the property.

7 westgate mansfield t/no NT111468.

Four seasons shopping centre mansfield t/no NT123044.

The company as continuing security for the payment or discharge when due of the secured liabilities (as defined in the debenture) and all its other obligations under the debenture hereby charges with full title guarantee in favour of the bank: (1) by way of first legal mortgage the mortgaged property referred to in schedule 1 (if any) of the debenture and all other freehold and leasehold property now vested in the company together with all buildings and erections and fixtures and fittings and fixed plant and machinery for the time being thereon belonging to the company; and (2) by way of first fixed charge: (a) all future freehold and leasehold property of the company together, with all buildings, fixtures (excluding in the case of leasehold property landlord's fixtures but including trade fixtures and excluding in the case of freehold property and leasehold property which is let or sub-let to a third party; (b) all estates and interests not hereinbefore effectively charged now or hereafter belonging to the company in or over land wheresoever situate or the proceeds of sale of land and all licences now or hereafter held by the company to enter upon or use the land and the benefit of all other agreements relating to land to which the company is or may become a party or otherwise entitled; (c) the goodwill of the company and its uncalled capital now or at any time hereafter in existence and future calls (whether made by the directors of the company or by a receiver or a liquidator); (c) all copyrights, patents and registered and unregistered designs (including applications and rights to apply therefor), inventions, rights in trademarks and service marks whether registered or not (including all registrations thereof and applications and rights to apply therefor), confidential information and know-how and fees, royalties and other rights of every kind deriving from copyright, patents or inventions or other intellectual property) throughout the world now or at any time hereafter belonging to or created by or assigned to the company; (d) the benefit of all licences consents and authorisations (statutory or otherwise) held in connection with its business or the use of any charged asset specified in any other paragraph or sub-paragraph of clause 2 of the debenture and the right to recover and receive all compensation which may be payable to it in respect of them; and (e) the copyright and rights in the nature of copyright vested in the company from time to time in any plans, specifications and negatives prepared for or in connection with any development of or on the mortgaged property and the implied licence of the company in any such plans, specifications and negatives, the copyright of which is not vested in the company.

Four seasons shopping centre, mansfield registered at h m land registry under title number NT123044.

7 westgate, mansfield registered at h m land registry under title number NT111468.

Four seasons shopping centre, mansfield registered at h m land registry under title number NT123044.

7 westgate, mansfield registered at h m land registry under title number NT111468.

The company as continuing security for the payment or discharge when due of the secured liabilities (as defined in the debenture) and all its other obligations under the debenture hereby charges with full title guarantee in favour of the bank: (1) by way of first legal mortgage the mortgaged property referred to in schedule 1 (if any) of the debenture and all other freehold and leasehold property now vested in the company together with all buildings and erections and fixtures and fittings and fixed plant and machinery for the time being thereon belonging to the company; and (2) by way of first fixed charge: (a) all future freehold and leasehold property of the company together, with all buildings, fixtures (excluding in the case of leasehold property landlord's fixtures but including trade fixtures and excluding in the case of freehold property and leasehold property which is let or sub-let to a third party; (b) all estates and interests not hereinbefore effectively charged now or hereafter belonging to the company in or over land wheresoever situate or the proceeds of sale of land and all licences now or hereafter held by the company to enter upon or use the land and the benefit of all other agreements relating to land to which the company is or may become a party or otherwise entitled; (c) the goodwill of the company and its uncalled capital now or at any time hereafter in existence and future calls (whether made by the directors of the company or by a receiver or a liquidator); (c) all copyrights, patents and registered and unregistered designs (including applications and rights to apply therefor), inventions, rights in trademarks and service marks whether registered or not (including all registrations thereof and applications and rights to apply therefor), confidential information and know-how and fees, royalties and other rights of every kind deriving from copyright, patents or inventions or other intellectual property) throughout the world now or at any time hereafter belonging to or created by or assigned to the company; (d) the benefit of all licences consents and authorisations (statutory or otherwise) held in connection with its business or the use of any charged asset specified in any other paragraph or sub-paragraph of clause 2 of the debenture and the right to recover and receive all compensation which may be payable to it in respect of them; and (e) the copyright and rights in the nature of copyright vested in the company from time to time in any plans, specifications and negatives prepared for or in connection with any development of or on the mortgaged property and the implied licence of the company in any such plans, specifications and negatives, the copyright of which is not vested in the company.

By way of a legal mortgage the freehold property known as 7 westgate, mansfield, nottinghamshire, NG18 1RY registered at the land registry with title no. NT111468 and all that leasehold land and buildings known as the four seasons shopping centre on the south west side of west gate, mansfield registered at the land registry with title absolute under title no. NT123044.