THE MERLIN PARTNERSHIP LTD

All present and future freehold and leasehold land, all present and future intellectual property and all present and future aircraft as defined in, and pursuant to, clause 5.2 of the accompanying copy instrument.

All present and future freehold and leasehold land, all present and future intellectual property and all present and future aircraft as defined in, and pursuant to, clause 5.2 of the accompanying copy instrument.

All assets debenture. All monetary and all obligations and liabilities whether actual or contingent now or hereafter due owing or incurred by the company to or in favour of ultimate invoice finance limited, present or future, actual or contingent, liquidated or unliquidated, whether arising in or by contract, tort, restitution, assignment or breach of statutory duty and whether arising under the factoring agreement between ultimate invoice finance limited and the company or otherwise including (without prejudice to that generality) any such liability of the company by virtue of any assignment to ultimate invoice finance limited of any indebtedness incurred or to be incurred by the company for any supply of any goods or services to or any hiring by the company.. 1. by way of first fixed charge:. A) the freehold and leasehold property of the company both present and future and all trade fixtures and fittings and all plant and machinery from time to time in or on any such land or buildings;. B) all goodwill and unpaid/and/or uncalled capital of the company;. C) all stocks shares and securities and documents evidencing title to or the right to possession of any property at any time deposited with ultimate invoice finance limited and the property mentioned in such documents;. D) all intellectual property now owned or at any time hereafter to be owned by the company;. E) any debt (purchased or purported to be purchased by ultimate invoice finance limited pursuant to the factoring agreement between ultimate invoice finance limited and the company), of which the ownership fails to vest absolutely and effectively in ultimate invoice finance limited for any reason, together with the related rights pertaining to such debt and the proceeds of it;. F) all amounts of indebtedness now or at any time hereafter owing or becoming due to the company on any account whatsoever (together with their proceeds and the related rights pertaining thereto);. G) all amounts now or hereafter owing or becoming due to the company by ultimate invoice finance limited including (but not limited to) any amount retained by ultimate invoice finance limited under any provision of the factoring agreement between ultimate invoice finance limited and the company. 2. by way of first floating charge:. All undertaking and all the property rights and assets of the company, whosoever and wheresoever, both present and future, including the company's stock in trade and its uncalled capital and the proceeds of such property rights and assets other than such of the same as shall for the time being be subject to the fixed charge created by clause 3.1 of the debenture. Notification of addition to or amendment of charge.

All assets debenture. All monetary and all obligations and liabilities whether actual or contingent now or hereafter due owing or incurred by the company to or in favour of ultimate trade finance limited, present or future, actual or contingent, liquidated or unliquidated, whether arising in or by contract, tort, restitution, assignment or breach of statutory duty and whether arising under the factoring agreement between ultimate trade finance limited and the company or otherwise including (without prejudice to that generality) any such liability of the company by virtue of any assignment to ultimate trade finance limited of any indebtedness incurred or to be incurred by the company for any supply of any goods or services to or any hiring by the company.. 1. by way of first fixed charge:. A) the freehold and leasehold property of the company both present and future and all trade fixtures and fittings and all plant and machinery from time to time in or on any such land or buildings;. B) all goodwill and unpaid/and/or uncalled capital of the company;. C) all stocks shares and securities and documents evidencing title to or the right to possession of any property at any time deposited with ultimate trade finance limited and the property mentioned in such documents;. D) all intellectual property now owned or at any time hereafter to be owned by the company;. E) any debt (purchased or purported to be purchased by ultimate trade finance limited pursuant to the factoring agreement between ultimate trade finance limited and the company), of which the ownership fails to vest absolutely and effectively in ultimate trade finance limited for any reason, together with the related rights pertaining to such debt and the proceeds of it;. F) all amounts of indebtedness now or at any time hereafter owing or becoming due to the company on any account whatsoever (together with their proceeds and the related rights pertaining thereto);. G) all amounts now or hereafter owing or becoming due to the company by ultimate trade finance limited including (but not limited to) any amount retained by ultimate trade finance limited under any provision of the factoring agreement between ultimate trade finance limited and the company. 2. by way of first floating charge:. All undertaking and all the property rights and assets of the company, whosoever and wheresoever, both present and future, including the company's stock in trade and its uncalled capital and the proceeds of such property rights and assets other than such of the same as shall for the time being be subject to the fixed charge created by clause 3.1 of the debenture. Notification of addition to or amendment of charge.