All right,title,interest and benefit in,to and under (a) the share trustee agreement (as defined); (b) the new loan agreement (as defined) and all other rights to the security from the new borrower; (c) the agency agreement,as defined and all other contracts,agreements and documents and all payments received by the company thereunder. See the mortgage charge document for full details.

£81,350,000 6.624 per cent.secured loan-backed bonds due 2038 of the company (the "new bonds") supplemental to the principal trust deed dated 23RD december 1998 (the "principal trust deed") made between the company and the trustee and constituting and securing the £94,250,000 6.624 per cent.secured loan-backed bonds due 2038 of the company (the "original bonds" and,together with the new bonds, the "bonds") for securing all monies due or to become due from the company to prudential trustee company limited,as trustee for the holders and the couponholders (each as defined),in respect of the bonds and otherwise under the principal trust deed (as supplemented)(including any amounts due to the trustee and any appointee under clauses 15 and/or 16(j) of the principal trust deed) and in respect of amounts payable to the other parties as set out in clauses 2(c) and 10 of the principal trust deed,

All its right, title and interest and benefit present and future in, to and under the second flagship loan agreement. By way of first fixed legal mortgage all its right, title and interest and benefit present and future in, to the charged account relating to flagship and all sums standing to the credit thereof from time to time and any mortgaged property. By way of first fixed charge all its right, title and interest and benefit present and future in, to any floating charge granted.. See the mortgage charge document for full details.

All monies due or to become due from the company to the trustee and any appointee under the terms of the aforementioned instrument creating or evidencing the charge