Rotch Property Group Limited

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ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM HOL AW (547) LIMITED TO THE CHARGEE AS AGENT AND TRUSTEE FOR EACH OF THE FINANCE PAR TIES (AS DEFINED) (THE "AGENT") OR ANY O F THEM UNDER EACH OF THE FINANCE DOCUMEN TS (AS DEFINED)

ALL AND ANY MONEYS, OBLIGATIONS AND LIAB ILITIES NOW OR IN THE FUTURE DUE OWING O R INCURRED BY THE BORROWER (AS DEFINED) TO THE CHARGEE IN WHATEVER CURRENCY DENO MINATED WHETHER ACTUALLY OR CONTINGENTLY AND WHETHER ALONE OR JOINTLY WITH ANY O THER PERSON AND WHETHER AS PRINCIPAL OR SURETY AND WHETHER ON ANY CURRENT OR OTH ER ACCOUNT OR OTHERWISE AND ALL INTEREST , COMMISSIONS, FEES AND ALL LEGAL AND OT HER COSTS CHARGES AND EXPENSES WHICH THE CHARGEE MAY CHARGE TO THE BORROWER (AS DEFINED) OR INCUR IN RELATION TO THE BOR ROWER (AS DEFINED) OR THE DEED OR ANY OT HER FINANCE DOCUMENT (AS DEFINED) OR PAR TY THERETO OR THE CHARGED PROPERTY ON A FULL INDEMNITY BASIS (THE "SENIOR DEBT")

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ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES (WHETHER ACTUAL OR CONTINGENT AND WHETHER OWED JOINTLY OR SEVERALLY O R IN ANY OTHER CAPACITY WHATSOEVER) OF T HE BORROWER (AS DEFINED) TO ANY FINANCE PARTY UNDER EACH FINANCE DOCUMENT (AS DE FINED) AND OF THE RELEVANT CHARGOR TO AN Y FINANCE PARTY UNDER THE SHARES CHARGE EXCEPT FOR ANY OBLIGATION WHICH,IF IT WE RE SO INCLUDED,WOULD RESULT IN THE SHARE S CHARGE CONTRAVENING SECTION 151 OF THE COMPANIES ACT 1985

ALL PRESENT AND FUTURE LIABILITIES (ACTU AL OR CONTINGENT) PAYABLE OR OWING BY TH E COMPANY TO ANY SENIOR CREDITOR (AS DEF INED) UNDER OR IN CONNECTION WITH THE FI NANCE DOCUMENTS (AS DEFINED) TOGETHER WI TH ANY REFINANCING,NOVATION,REFUNDING,DE FERRAL OR EXTENSION OF ANY OF THOSE LIAB ILITIES;ANY FURTHER ADVANCES WHICH MAY B E MADE BY A SENIOR CREDITOR TO THE COMPA NY UNDER ANY AGREEMENT EXPRESSED TO BE S UPPLEMENTAL TO ANY OF THE FINANCE DOCUME NTS

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£280,000 AND ALL AMOUNTS AND OBLIGATIONS DUE FROM THE COMPANY TO THE CHARGEES PU RSUANT TO THE TERMS OF A LEGAL CHARGE DA TED 12/1/95 AND THIS CHARGE

AND WHICH ALSO SUPPLEMENTS AND AMENDS A MORTGAGE OF SHARES (THE "MORTGAGE") DATE D 30TH DECEMBER 1994 AS DEFINED IN THIS DEED

£1,720,000.00 AND ALL OTHER MONIES DUE O R TO BECOME DUE FROM THE COMPANY AND/OR ALL OR ANY OF THE OTHER COMPANIES NAMED THEREIN TO THE CHARGEES UNDER THE TERMS OF THE CHARGE

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£12,848,000 AND ALL OTHER MONIES DUE OR TO BECOME DUE (ADVANCED TO ROTCH FINANCI AL LIMITED) FROM THE COMPANY AND/OR ALL OR ANY OTHER COMPANIES NAMED THEREIN TO THE CHARGEE UNDER THE TERMS OF THE "PRIN CIPAL DEEDS" AND THIS DEED

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£2,240,000 AND ALL OTHER MONIES DUE OR T O BECOME DUE (ADVANCED TO ROTCH FINANCIA L LIMITED) FROM THE COMPANY AND/OR ALL O R ANY OTHER COMPANIES NAMED THEREIN TO T HE CHARGEE UNDER THE TERMS OF A LEGAL CH ARGE DATED 12TH JANUARY 1995 AND THIS DE ED

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£2,900,000 AND ALL OTHER MONIES DUE OR T O BECOME DUE (ADVANCED TO ROTCH PROPERTY GROUP LIMITED) FROM THE COMPANY AND/OR ALL OR ANY OTHER COMPANIES NAMED THEREIN TO THE CHARGEE UNDER THE TERMS OF THE C HARGE

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£230,000 AND ALL OTHER MONIES DUE OR TO BECOME DUE FROM THE COMPANY TO ALLIED DU NBAR ASSURANCE PLC, UNDER THE TERMS OF T HE CHARGE.

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