ORCHID TELECOM LIMITED

The company charges to the chargee, by way of first legal mortgage, all the properties listed in schedule 1;. the company charges to the chargee, by way of first fixed charge:. (I) all properties acquired by the company in the future;. (Ii) all present and future interests of the company not effectively mortgaged or charged;. (Iii) all present and future rights, licences, guarantees, rents, deposits, contracts, covenants and warranties relating to the properties;. (Iv) all intellectual property;. ‘Properties’ means all freehold and leasehold properties (whether registered or unregistered) and all commonhold properties, now or in the future (and from time to time) owned by the company or in which the company holds an interest (including (but not limited to) the properties which are briefly described in schedule 1) and property means any of them.. ‘Intellectual property’ means the company's present and future patents, rights to inventions, copyright and related rights, trade-marks, business names and domain names, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

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.

Fixed and floating charge over the undertaking and all property and assets present and future, including goodwill, uncalled capital, buildings, fixtures, fixed plant & 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.

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.