Portsmouth Water Limited

ALL PRESENT AND FUTURE SUMS LIABILITIES AND OBLIGATIONS DUE OR TO BECOME DUE FRO M THE BORROWER OR HOLDCO TO THE CHARGEE (THE "BORROWER SECURITY TRUSTEE") OR THE BORROWER FINANCE PARTIES (OTHER THAN TH E SUBORDINATED CREDITORS) UNDER THE TERMS OF THE AFOREMENTIONED I NSTRUMENT CREATING OR EVIDENCING THE CHA RGEAND ALL PRESENT AND FUTURE SUMS LIABI LITIES AND OBLIGATIONS DUE OR TO BECOME DUE FROM THE BORROWER TO ANY INTRA-GROUP SUBORDINATED CREDITOR AND ANY NON-GROUP SUBORDINATED CREDITOR IN RESPECT OF OR IN CONNECTION WITH INDEBTEDNESS FOR BORR OWED MONEY

All monies