Rf&P Limited

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PAYMENT BY THE COMPANY TO THE MORTGAGEE IN CERTAIN EVENTS OF A SUM EQUIVALENT TO THE DEPOSITS TOTALLING £6,500,000 TOGET HER WITH ALL SECURED INTEREST IF AND TO THE EXTENT THAT SUCH DEPOSITS HAVE NOT B EEN DULY APPLIED IN EFFECTING REPAYMENT OF LOANS UP TO £6,500,000 MADE BY THE CO MPANY TO LONDON & NEW YORK ESTATES (ST G ILES) LIMITED, ROBERT FRASER TENTH DEVEL OPMENT COMPANY LIMITED AND HEYWORTH LIMI TED

FOR SECURING THE PAYMENT BY THE COMPANY TO THE MORTGAGEE IN CERTAIN EVENTS OF A DEPOSIT OF £2,500,000 TOGETHER WITH ALL ACCRUED INTEREST IF AND TO THE EXTENT TH AT SUCH DEPOSIT HAS NOT BEEN DULY APPLIE D IN EFFECTING REPAYMENT OF A LOAN OF UP TO £2,500,000 MADE BY THE COMPANY TO LO NDON & NEW YORK ESTATES (SHALDON) LIMITE D ROBERT FRASER FIFTEENTH DEVELOPMENT CO MPANY LIMITED AND FINEMAIN PROPERTIES LI MITED (TOGETHER "THE PARTNERS")

FOR SECURING THE PAYMENT BY THE COMPANY TO THE MORTGAGEE IN CERTAIN EVENTS OF A SUM EQUIVALENT TO A DEPOSIT OF £6,000,00 0 TOGETHER WITH ALL ACCRUED INTEREST IF AND TO THE EXTENT THAT SUCH DEPOSIT HAS NOT BEEN DULY APPLIED IN EFFECTING REPAY MENT OF A LOAN OF UP TO £6,000,000 MADE BY THE COMPANY TO ROBERT FRASER SEVENTEE NTH DEVELOPMENT COMPANY LIMITED CHARTSTA R LIMITED AND THE LONDON & NEW YORK ESTA TES (SOAP) LIMITED (TOGETHER "THE PARTNE RS")

FOR SECURING THE PAYMENT BY THE COMPANY TO THE MORTGAGEE IN CERTAIN EVENTS OF A SUM EQUIVALENT TO THE DEPOSIT OF UP TO 2 ,250,000 IF AND TO THE EXTENT THAT SUCH DEPOSIT HAS NOT BEEN DULY APPLIED IN EFF ECTING REPAYMENT OF THE LOAN OF UP TO UK P 2,250,000 MADE BY THE COMPANY TO ROBER T FRASER EIGHTEENTH DEVELOPMENT COMPANY LIMITED DALEPARK LIMITED AND COUNTRYSIDE COMMERCIAL AND INDUSTRIAL PROPERTIES LI MITED (TOGETHER "THE PARTNERS")

FOR SECURING THE PAYMENT BY THE COMPANY TO BLACKFORD HOLDING CORPORATION AND PRO PERTICORP INTERNATIONAL LIMITED ("THE GU ARANTORS" AND INDIVIDUALLY" A GUARANTOR' WHICH EXPRESSION INCLUDES THEIR RESPECT IVE SUCESSORS AND ASSIGNS) IN CERTAIN EV ENTS OF A SUM OF EQUIVALENT TO DEPOSITS OF UP TO £750,000 AND £750,000 IF AND TO THE EXTENT THAT SUCH DEPOSITS HAVE NOT BEING DULY APPLIED IN EFFECTING REPAYMEN T OF LOANS UP TO £750,000 AND UKP 750,00 0 MADE BY THE COMPANY TO ROBERT FRASER S IXTEENTH DEVELOPMENT COMPANY LIMITED, FR ENBURY PROPERTIES (RETFORD) LIMITED VALE WOOD PROPERTIES LIMITED AND PROPERTIES I NTERNATIONAL (NO 1) LIMITED (TOGETHER "T HE PARTNERS")

SECURING THE PAYMENT BY THE COMPANY TO T HE MORTGAGEE IN CERTAIN EVENTS OF A SUM EQUIVALENT TO DEPOSITS OF £1,250,000, £1 ,250,000 AND £3,000,000 TOGETHER WITH AL L ACCRUED INTEREST IF AND TO THE EXTENT OF THAT SUCH DEPOSITS HAVE NOT BEEN DULY APPLIED IN EFFECTING REPAYMENT OF LOANS OF UP TO £1,250,000, £1,250,000 AND £3, 000,000 MADE BY THE COMPANY TO LONDON AN D NEW YORK ESTATES. (HANWAY) LIMITED, RO BERT FRASER FOURTEENTH DEVELOPMENT COMPA NY LIMITED BRINDLEY PROPERTIES LIMITED A ND GALEDEAN MANAGEMENT LIMITED (TOGETHER "THE PARTNERS")

SECURING THE PAYMENT BY THE COMPANY TO T HE MORTGAGEE IN CERTAIN EVENTS OF A SUM EQUIVALENT TO A DEPOSIT OF £2,500,000 TO GETHER WITH ALL ACCRUED INTEREST IF AND TO THE EXTENT THAT SUCH DEPOSIT HAS NOT BEEN DULY APPLIED IN EFFECTING REPAYMENT OF A LOAN UP TO £2500,000 MADE BY THE C OMPANY TO LONDON & NEW YORK ESTATES (OXF ORD STREET) LIMITED, CAREFIELD PROPERTIE S LIMITED AND FANEROW LIMITED (TOGETHER "THE PARTNERS")

THE PAYMENT BY THE COMPANY TO THE MORTGA GEE IN CERTAIN EVENTS OF A SUM EQUIVALEN T TO A DEPOSIT OF £1,250,000 (SEE FORM 3 95 FOR FURTHER DETAILS)

FOR SECURING THE PAYMENT BY THE COMPANY TO BLACKFORD HOLDINGS CORPORATION MRS P CHAMBERLAIN ROUNDHILL HOLDINGS LIMITED A ND PROPERTICORP INTERNATIONAL INC ("THE GUARANTORS" AND INDIVIDUALLY, "A GUARANT OR") IN CERTAIN EVENTS OF SUMS EQUIVALEN T TO DEPOSITS OF £600,000 AND 400,000 IF AND TO THE EXTENT THAT SUCH DEPOSITS HA VE NOT BEEN DULY APPLIED IN EFFECTING RE PAYMENT OF LOANS OF UP TO £600,000 AND £ 400,000 MADE BY THE COMPANY TO ROBERT FR ASER TWELFTH DEVELOPMENT COMPANY LIMITED FRENBURY PROPERTIES (CLIFTON MOOR) LIMI TED ANDERFORD PROPERTIES LIMITED AND PRO PERTICORP (YORK) LIMITED (TOGETHER "THE PARTNERS")

THE PAYMENT BY THE COMPANY TO THE MORTGA GEE IN CERTAIN EVENTS OF A SUM EQUIVALEN T TO A DEPOSIT OF £500,000 MADE BY THE C OMPANY TO RAPID 8150 LIMITED ROBERT FRAS ER ELEVENTH DEVELOPMENT COMPANY LIMITED AND ASHLIGHT PROPERTIES LIMITED (TOGETHE R "THE PARTNERS")

THE PAYMENT BY THE COMPANY TO THE CHARGE E IN CERTAIN EVENTS OF A SUM EQUIVALENT TO A DEPOSIT OF £900,000 IF AND TO TH E EXTENT THAT SUCH DEPOSIT HAS NOT BEEN DULY APPLIED IN EFFECTING THE PAYMENT OF UP TO £900,000 MADE BY THE COMPANY T O THE PARTNERS (AS DEFINED)

THE REPAYMENT BY THE COMPANY TO THE MORT GAGEE IN CERTAIN EVENTS OF DEPOSITS OF U KP 500,000 AND £350,000 TOGETHER WITH ALL ACCURED INTEREST IF AND TO THE EXTE NT THAT THE SAME HAVE NOT BEEN DULY APPL IED IN EFFECTING THE PAYMENT OF LOANS OF UP TO £500,000 AND £350,000 RESPE CTIVELY MADE BY THE COMPANY TO FRENBURY PROPERTIES (GRANTHAM) LIMITED ROBERT FRA SER (GRANTHAM) LIMITED AND TURKING LIMIT ED ("THE PARTNERS")

THE PAYMENT BY THE COMPANY TO THE MORTGA GEE IN CERTAIN EVENTS OF A SUM EQUIVALEN T TO A DEPOSIT OF £3,000,000 TOGETHER WI TH ALL ACCRUED INTEREST (SEE FORM 395 FO R FURTHER DETAILS)

PAYMENT IN CERTAIN EVENTS OF THE SUMS EQ UIVALENT TO A DEPOSIT OF £3,000,000 T OGETHER WITH INTEREST IF AND TO THE EXTE NT THAT SUCH DEPOSIT HAS NOT BEEN DULY A PPLIED IN EFFECTING REPAYMENT OF A LOAN OF UP TO £3,000,000 MADE BY THE COMPANY TO RAPID 7648 LIMITED

THE PAYMENT BY THE COMPANY TO THE CHARGE E IN CERTAIN EVENTS OF A SUM EQUIVALENT TO A DEPOSIT OF £7,500,000 IF AND TO THE EXTENT THAT SUCH DEPOSIT HAS NOT BEEN D ULY APPLIED IN EFFECTING THE PAYMENT OF A LOAN OF UP TO £7,500,000 MADE BY THE C OMPANY TO THE PARTIES (AS DEFINED)

THE PAYMENT BY THE COMPANY TO THE CHARGE E IN CERTAIN EVENTS OF A SUM OF EQUIVALE NT TO A DEPOSIT OF £2,000,000 (SEE FORM 395 FOR DETAILS).

THE PAYMENT BY THE COMPANY TO THE MORTGA GEE IN CERTAIN EVENTS OF A DEPOSIT OF £8 ,000,000 WITH INTEREST IF THE SAME HAS N OT BEEN DULY APPLIED IN REPAYMENT OF A L OAN OF THE COMPANY TO MIDLAND BUSINESS P ARKS LIMITED

£1,500,000 UNDER THE TERMS OF THE CHA RGE

£2,200,000 UNDER THE TERMS OF THE CHA RGE

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£433,000

£1,300,000 UNDER THE TERMS OF THE SUB MORTGAGE

£2,000,000

£8,000,000

£500,000

£1,500,000

£1,300,000

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£1,000,000 DUE FROM THE COMPANY TO TH E CHARGEE UNDER THE TERMS OF THE CHARGE

£400,000

FOR SECURING THE REPAYMENT BY THE COMPAN Y TO THE CHARGEE IN CERTAIN EVENTS OF A DEPOSIT OF £1,300,000 TOGETHER WITH ALL ACCRUED INTEREST IN RESPECT OF LOANS MAD E BY THE COMPANY TO LONDON & NEW YORK ES TATES (OXFORD STREET) LIMITED. CAREFIEL D PROPERTIES LIMITED AND FANEROW LIMITED (THE BORROWERS)

THE REPAYMENT BY THE COMPANY TO THE MORT GAGEE IN CERTAIN EVENTS OF DEPOSITS OF U KP 1,000,000 AND £200,000 TOGETHER WITH INTEREST TO IN RESPECT OF LOANS MADE BY THE COMPANY TO ESTATE DEAL LIMITED ROBER T FRASER (LITTLE HAMPTON) LIMITED AND SA MERISE LIMITED (THE PARTNERS)

£35,000

FOR SECURING THE REPAYMENT BY THE COMPAN Y TO THE MORTGAGEE IN CERTAIN EVENTS OF A DEPOSIT OF £600,000 TOGETHER WITH A LL ACCRUED INTEREST IF AND TO THE EXTENT THAT THE SAME HAS NOT BEEN DULY APPLIED IN EFFECTING REPAYMENT OF A LOAN OF UP TO £600,000 MADE BY THE COMPANY TO SP IRITCHOICE LIMITED ROBERT FRASER (WREXHA M) LIMITED, STARFIELD PROPERTIES LIMITED AND BANSIDE LIMITED ("THE PARTNERS")

FOR SECURING THE REPAYMENT BY THE COMPAN Y TO THE MORTGAGEE IN CERTAIN EVENTS OF A DEPOSIT OF £2,815,000 TOGETHER WITH ACCRUED INTEREST IF AND TO THE EXTENT T HAT THE SAME HAVE NOT BEEN DULY APPLIED IN EFFECTING REPAYMENT OF A LOAN OF UP T O £2,815,000 MADE BY THE COMPANY TO R OBERT FRASER (WORKSHIP STREET) LIMITED ( FORMERLY HALEDEAN PROPERTIES LIMITED) AN D TRACKSIGN PROPERTIES LIMITED ("THE PAR TNERS")

FOR SECURING THE REPAYMENT BY THE COMPAN Y TO THE MORTGAGE IN CERTAIN EVENTS OF A DEPOSIT OF £750,000 TOGETHER WITH AL L ACCRUED INTEREST IF AND TO THE EXTENT THAT THE SAME HAVE NOT BEEN APPLIED IN E FFECTING REPAYMENT OF A LOAN OF UP TO UK P 750,000 MADE BY THE COMPANY TO LONDON & NEW YORK ESTATES (CITY) LIMITED, ROBER T FRASER (CITY ROAD) LIMITED AND MEMOGAT E LIMITED ("THE PARTNERS")

£1,333,000 AND ALL OTHER MONIES DUE O R TO BECOME DUE FROM THE COMPANY TO THE CHARGEE

FOR SECURING THE REPAYMENT BY THE COMPAN Y TO THE MORTGAGEE IN CERTAIN EVENTS OF A DEPOSIT OF £500,000 TOGETHER WITH ALL ACCRUED INTEREST IF AND TO THE EXTENT TH AT THE SAME HAVE NOT BEEN DULY APPLIED I N EFFECTING REPAYMENT OF A LOAN OF UKP 5 00,000 MADE BY THE COMPANY TO LEGISTSHEL FCO NO 38 LIMITED (NOW CALLED FRENBURY P ROPERTIES (GRANTHAM) LIMITED) ROBERT FRA SER (GRANTHAM) LIMITED AND TURKIN LIMITE D

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£1,250,000 AND ALL OTHER MONEYS DUE O R TO BECOME DUE FROM THE COMPANY TO THE CHARGEE UNDER THE TERMS OF THE CHARGE.

£500,000 DUE FROM THE COMPANY TO THE CHARGE UNDER THE TERMS OF THE CHARGE.

£1,000,000 AND ALL OTHER MONIES DUE O R TO BECOME DUE FROM THE COMPANY TO THE CHARGEE

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£210,000

£210,000

£210,000

£450,000

£1,045,000

£8,000

£2,000,000

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£360,000

£450,000 AND ALL OTHER MONEYS DUE OR TO BECOME DUE FROM THE COMPANY TO THE CH ARGEE UNDER THE TERMS OF THE CHARGE.

£635,000 PURSUANT TO A FACILITY LETTE R DATED 1 JUNE 1984

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