GUILDFORD 2 UK HOLDCO LTD

Not applicable.

By way of first legal mortgage, each property specified in schedule 1 (none at the date of the deed). By way of first fixed charge:. (A) all properties in england and wales acquired by the chargor in the future;. (B) all present and future interests of the chargor not effectively mortgaged or. Charged under the preceding provisions of this clause 3 (grant of security) in, or. Over, freehold or leasehold property;. (C) all present and future rights, licences, guarantees, rents, deposits, contracts,. Covenants and warranties relating to each property;. (D) all licences, consents and authorisations (statutory or otherwise) held or required. In connection with the chargor's business or the use of any charged asset, and. All rights in connection with them;. (E) all their present and future goodwill, to the extent not effectively assigned under. Clause 3.3 (assignment);. (F) all their uncalled capital, to the extent not effectively assigned under clause 3.3. (assignment);. (G) all the intellectual property;. (H) all the book debts, to the extent not effectively assigned under clause 3.3. (assignment);. (I) all the investments;. (J) all monies from time to time standing to the credit of their accounts with any bank,. Financial institution or other person {including each designated account),. Together with all other rights and benefits accruing to or arising in connection with. Each account (including, but not limited to, entitlements to interest), to the extent. Not effectively assigned under clause 3.3 (assignment);. (K} ail their rights in respect of each insurance policy, including all claims, the. Proceeds of all claims and all returns of premium in connection with each. Insurance policy, to the extent not effectively assigned under clause 3.3. (assignment); and. (I) all their rights in respect of each relevant agreement and all other agreements,. Instruments and rights relating to the charged assets, to the extent not effectively. Assigned under clause 3.3 (assignment). Assignment over all their present and future goodwill;. (Ii) all their uncalled capital;. (Iii) all their book debts;. (Iv) all monies from time to time standing to the credit of their accounts with. Any bank, financial institution or other person (including each designated. Account), together with all other rights and benefits accruing to or arising. In connection with each account (including, but not limited to,. Entitlements to interest);. (V) all their rights in each insurance policy, including all claims, the proceeds. Of all claims and all returns of premium in connection with each insurance. Policy;. (Vi) the benefit of each relevant agreement and the benefit of all other. Agreements, instruments and rights relating to the charged assets.