GRASSCROFT HANDFORTH LLP

Pbm Management Limited

By way of legal mortgage, all land in england and wales now vested in the LLP and not registered at H.M. land registry;. By way of fixed charge:. (A) all land in england and wales now vested in the LLP and registered at the land registry; all other land which is now, or in the future becomes, the LLP’s property;. (B) all of the LLP’s right title and interest in the seddon agreement;. (C) all plant and machinery now or in the future attached to any land;. (D) all rental and other income and all debts and claims which are due or owing to the LLP now or in the future under or in connection with any lease, agreement or licence relating to land;. (E) all receivables;. (F) all securities of the LLP;. (G) all insurance and assurance contracts and policies now or in the future held by or otherwise benefiting the LLP:-. (I) which relate to assets themselves subject to a fixed charge in the lender’s favour; or. (Ii) which are now or in the future deposited by the LLP with the lender;. Together with all rights and interests of the LLP in these contracts and policies (including the benefit of all claims arising and all money payable under them);. (H) all the goodwill of the LLP for the time being including its trading name and connections and the right to carry on its business;. (I) all intellectual property and intellectual property rights of the LLP, present and future, including any intellectual property and intellectual property rights to which the LLP is not absolutely entitled or to which the LLP is entitled together with others;. (J) the benefit of all agreements and licences now or in the future entered into or enjoyed by the LLP relating to the use or exploitation of any intellectual property in any part of the world;. (K) all trade secrets, confidential information and know-how owned or enjoyed by the LLP now or in the future in any part of the world;. (L) all trade debts or business debts or book debts now or in the future owing to the LLP;. (M) all other debts now or in the future owing to the LLP save for those arising on fluctuating accounts with associates (as defined in section 52(3) of the companies act 1989);. (n) the benefit of all instruments, guarantees, charges, pledges and other rights now or in the future available to the LLP as security in respect of any asset itself subject to a fixed charge in the lender’s favour;. By way of floating charge:. (A) all assets which are not effectively charged by the fixed charges detailed above; and. (B) without exception all assets insofar as they are situated for the time being in scotland;. But in each case so that the LLP shall not without the lender’s prior written consent:. (I) create any mortgage or any fixed or floating charge or other security over any of the floating charge assets (whether having priority over, or ranking purl passu with or subject to, this floating charge);. (Ii) take any other step referred to in clause 5.1 with respect to any of the floating charge assets;. (Iii) sell, transfer, part with or dispose of any of the floating charge assets except by way of sale in the ordinary course of business.