SUNDERLAND CLC SCHOOL SERVICES LIMITED

Debenture

Created on 17 Aug 2001

Delivered on 30 Aug 2001

Status outstanding

Persons Entitled

Nib Capital Bank N.V. as Agent and Trustee for the Finance Parties, the"Security Trustee", and Such Term Includes Its Successors in Title

Amount Secured

All present and future obliagations and liabilities of the company to any finance party under each finance document

Short Particulars

Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery. See the mortgage charge document for full details.

Transactions

Subscription monies charge

Created on 17 Aug 2001

Delivered on 30 Aug 2001

Status outstanding

Persons Entitled

Nib Capital Bank N.V. (The "Equity Bridge Lender", and Such Terms Includesits Successors in Title)

Amount Secured

All monies due or to become due from the company to the chargee in respect of the equity bridge facility under each finance document (all terms as defined)

Short Particulars

Charged in favour of the chargee the equity proceeds account and all monies from time to time standing to the credit of the equity proceeds account. The company has assigned and agreed to assign, with full title guarantee, absolutely to the chargee, all the company's present and/or future rights, title, and interest under clause 4.1 of the subscription agreement.. See the mortgage charge document for full details.

Transactions

Debenture

Created on 17 Aug 2001

Delivered on 24 Aug 2001

Status outstanding

Persons Entitled

Sunderland Clc Schools Investment Company Limited

Amount Secured

All present and future obligations and liabilities due or to become due from the company to the chargee under the secured loan notes.

Short Particulars

By way of legal mortgage all land owned, all stocks, shares, debentures, bonds, notes, certificates of deposit, bills or debt instruments or other securities or investments. By way of fixed charge all plant and machinery, all debts, any beneficial interest, claim or entitlement, goodwill, benefit of all authorsiations, uncalled capital and intellectual property rights. By way of floating charge all its assets. .

Transactions

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