LIMECAY LIMITED

THE ROYAL BANK OF SCOTLAND PLC

THE ROYAL BANK OF SCOTLAND PLC AS SECURITY TRUSTEE

THE ROYAL BANK OF SCOTLAND PLC AS SECURITY TRUSTEE FOR THE SECURED PARTIES UNDER AND IN TERMS OF THE TRUST AGREEMENT (EACH AS DEFINED IN THE INSTRUMENT EVIDENCING THE CHARGE ACCOMPANYING THIS FORM MR01).

THE ROYAL BANK OF SCOTLAND PLC AS SECURITY TRUSTEE FOR THE SECURED PARTIES UNDER AND IN TERMS OF THE TRUST AGREEMENT (EACH AS DEFINED IN THE INSTRUMENT EVIDENCING THE CHARGE ACCOMPANYING THIS FORM MR01).

THE ROYAL BANK OF SCOTLAND PLC AS SECURITY TRUSTEE

THE ROYAL BANK OF SCOTLAND PLC AS SECURITY TRUSTEE

THE ROYAL BANK OF SCOTLAND PLC AS SECURITY TRUSTEE FOR THE SECURED PARTIES ON THE TERMS AND CONDITIONS SET OUT IN THE TRUST AGREEMENT (EACH AS DEFINED IN THE INSTRUMENT EVIDENCING THE CHARGE ACCOMPANYING THIS FORM MR01).

The Royal Bank of Scotland PLC as Security Trustee

A: properties:. 1. the billingham grange care centre, high grange avenue, billingham, cleveland, TS23 3TY. Title numbers: CE141459/CE105310;. 2. bod hyfryd care home, whitegates, northop road, flint, flintshire, CH6 5LH. Title number: WA502295;. 3. meadowbeck care home, 1 meadowbeck close, osbaldwick, york, YO10 3SJ. Title number: NYK228543;. 4. for the remaining properties please refer to schedule 5 (list of mortgaged property) of the debenture.. B: intellectual property:. Any patents, trade marks, service marks, designs, business names, copyrights, design rights, moral rights, inventions, confidential information, knowhow and other intellectual property rights and interests, whether registered or unregistered, the benefit of all applications and rights to use such assets and:. (A) the proceeds of sale of all or any part of that asset;. (B) all rights under any licence, agreement for sale or agreement for lease in respect of that asset;. (C) all rights, powers, benefits, claims, contracts, warranties, remedies, security, guarantees, indemnities, undertakings or covenants for title in respect of that asset; and. (D) any monies and proceeds paid or payable in respect of that asset.. Notification of addition to or amendment of charge.

The Royal Bank of Scotland PLC as Security Trustee

1. the billingham grange care centre, high grange avenue, billingham, cleveland, TS23 3TY. Title numbers: CE141459/CE105310;. 2. bod hyfryd care home, whitegates, northop road, flint, flintshire, CH6 5LH. Title number: WA502295;. 3. meadowbeck care home, 1 meadowbeck close, osbaldwick, york, YO10 3SJ. Title number: NYK228543;. 4. for the remaining properties please refer to schedule 1 (details of mortgaged property) of the mortgage.. Notification of addition to or amendment of charge.

THE ROYAL BANK OF SCOTLAND PLC BORROWER SECURITY TRUSTEE

SECURITISATION FLOATING CHARGE

THE ROYAL BANK OF SCOTLAND PLC (THE SECURITY TRUSTEE)

ASSIGNATION OF RENTS

THE ROYAL BANK OF SCOTLAND PLC AS THE SECURITY TRUSTEE

MORTGAGE

The Royal Bank of Scotland PLC as the Security Trustee

Lynde house 28 cambridge park twickenham t/no TGL158326 ashlar house the plain epping t/no EX553779 the hawthornes care centre o'neil drive peterlee t/no DU181700 (for details of further properties charged please refer to the form 395) and the companies interest in any buildings fixtures fittings fixed plant and machinery and all related rights. See the mortgage charge document for full details.

THE ROYAL BANK OF SCOTLAND PLC

STANDARD SECURITY PRESENTED FOR REGISTRATION IN SCOTLAND ON 29 AUGUST 2006 AND

THE ROYAL BANK OF SCOTLAND PLC

MORTGAGE

The Royal Bank of Scotland PLC

Property being, buxton lane marple stockton cheshire t/no GM673004, chadwick drive off saxon street eaglestone milton keynes t/no BM209320, 263 and 265 hythe road and land adjoining oak tree house and land on the north side of hythe road, hythe road ashford kent t/no K728471, for details of further property charged please refer to form 395. see the mortgage charge document for full details.

THE ROYAL BANK OF SCOTLAND PLC

STANDARD SECURITY WHICH WAS PRESENTED FOR REGISTRATION IN SCOTLAND ON 18 JULY 2006 AND

THE ROYAL BANK OF SCOTLAND PLC

FLOATING CHARGE

THE ROYAL BANK OF SCOTLAND PLC AS SECURITY TRUSTEE

AN INTERCREDITOR AND SUBORDINATION AGREEMENT

THE ROYAL BANK OF SCOTLAND PLC (THE SECURITY TRUSTEE)

INTERCREDITOR AGREEMENT

THE ROYAL BANK OF SCOTLAND PLC

MORTGAGE

Status as filed

PART of the property or undertaking has been released from charge

THE ROYAL BANK OF SCOTLAND PLC AS SECURITY TRUSTEE

DEBENTURE

The Royal Bank of Scotland PLC as Security Trustee

By way of first fixed charge all the right title and interest from time to time in and to each of the following assets, the real property, the tangible moveable property, the accounts, the intellectual property, any goodwill and rights in relation to the uncalled capital. See the mortgage charge document for full details.