03697164 Limited

IN FAVOUR OF THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND AS SECURITY TRUSTE E FOR AND ON BEHALF OF THE SECURITY BENE FICIARIES (AS DEFINED) (I) ALL PRESENT A ND FUTURE OBLIGATIONS AND LIABILITIES (W HETHER ACTUAL OR CONTINGENT AND WHETHER OWED JOINTLY OR SEVERALLY OR IN ANY OTHE R CAPACITY WHATSOEVER) OF EACH CHARGING COMPANY (AS DEFINED) TO THE SECURITY BEN EFICIARIES (AS DEFINED) (OR ANY OF THEM) UNDER THE FACILITY DOCUMENTS (AS DEFINE D) TO WHICH SUCH CHARGING COMPANY (AS DE FINED) IS A PARTY; (II) ALL REASONABLE C OSTS, CHARGES AND EXPENSES PROPERLY INCU RRED BY THE SECURITY BENEFICIARIES (AS D EFINED) (OR ANY OF THEM) IN CONNECTION W ITH THE PREPERATION AND NEGOTIATION OF T HE FACILITY DOCUMENTS (AS DEFINED) OR TH E PROTECTION, PRESERVATION OR ENFORCEMEN T OF THE RESPECTIVE RIGHTS OF THE SECURI TY BENEFICIARIES (AS DEFINED) UNDER ANY FACILITY DOCUMENT, PROVIDED THAT NO OBLI GATION OR LIABILITY SHALL BE INCLUDED IN (I) AND (II) ABOVE, TO THE EXTENT THAT IF IT WERE SO INCLUDED, THE CHARGE (OR A NY PART OF IT) WOULD CONSTITUTE UNLAWFUL FINANCIAL ASSISTANCE WITHIN THE MEANING OF SECTIONS 151 AND 152 OF THE COMPANIE S ACT 1985