SUBSTITUTION, CONVERSION, CONSOLIDATION,
SUBDIVISION, PREFERENCE, OPTION OR OTHERWISE ATTRIBUTABLE TO ANY SUCH SHARES OR
DERIVATIVE ASSETS IN THE OWNERSHIP OF BORROWER AT ANY TIME PAST PRESENT OR
FUTURE (THE "SHARES AND DERIVATIVE ASSETS").
3
2.5
PLANT AND MACHINERY.
BY WAY OF FIRST FIXED
CHARGE, ALL THE PLANT AND MACHINERY EQUIPMENT, FITTINGS, INSTALLATIONS AND
APPARATUS, TOOLS MOTOR VEHICLES AND ALL OTHER SUCH ASSETS WHATSOEVER WHEREVER
SITUATED WHICH ARE NOW OR ANY TIME AFTER THE DATE OF THIS AGREEMENT BECOME THE
PROPERTY OF BORROWER (THE "PLANT AND MACHINERY").
2.6
GOODWILL.
BY WAY OF FIRST FIXED CHARGE, ALL
THE GOODWILL AND UNCALLED CAPITAL FOR THE TIME BEING OF BORROWER (THE
"GOODWILL").
2.7
INTELLECTUAL PROPERTY.
BY WAY OF LEGAL
ASSIGNMENT ALL CONTRACT RIGHTS, INTELLECTUAL PROPERTY AND GENERAL INTANGIBLES
NOW OWNED OR HEREAFTER ACQUIRED, INCLUDING, WITHOUT LIMITATION, GOODWILL,
TRADEMARKS AND TRADEMARK APPLICATIONS, COPYRIGHTS AND COPYRIGHT APPLICATIONS,
PATENTS AND PATENT APPLICATIONS, SERVICEMARKS, TRADE STYLES, TRADE NAMES,
LEASES, LICENSE AGREEMENTS, FRANCHISE AGREEMENTS, BLUEPRINTS, DRAWINGS, PURCHASE
ORDERS, CUSTOMER LISTS, ROUTE LISTS, INFRINGEMENTS, CLAIMS, COMPUTER PROGRAMS,
COMPUTER DISCS, COMPUTER TAPES, LITERATURE, REPORTS, CATALOGS, DESIGN RIGHTS,
INCOME TAX REFUNDS, PAYMENTS OF INSURANCE AND RIGHTS TO PAYMENT OF ANY KIND (THE
"INTELLECTUAL PROPERTY").
2.8
ROYALTIES.
BY WAY OF LEGAL ASSIGNMENT ALL
NOW EXISTING AND HEREAFTER ARISING ACCOUNTS, CONTRACT RIGHTS, ROYALTIES, LICENSE
RIGHTS AND ALL OTHER FORMS OF OBLIGATIONS OWING TO BORROWER ARISING OUT OF THE
SALE OR LEASE OF GOODS, THE LICENSING OF TECHNOLOGY OR THE RENDERING OF SERVICES
BY BORROWER, WHETHER OR NOT EARNED BY PERFORMANCE, AND ANY AND ALL CREDIT
INSURANCE, GUARANTIES, AND OTHER SECURITY THEREFORE, AS WELL AS ALL MERCHANDISE
RETURNED TO OR RECLAIMED BY BORROWER AND BORROWER'S BOOKS RELATING TO ANY OF THE
FOREGOING (THE "ROYALTIES").
2.9
CASH.
BY WAY OF FIRST FIXED CHARGE ALL
DOCUMENTS, CASH, DEPOSIT ACCOUNTS, SECURITIES, LETTERS OF CREDIT, CERTIFICATES
OF DEPOSIT, INSTRUMENTS AND CHATTEL PAPER NOW OWNED OR HEREAFTER ACQUIRED AND
BORROWER'S BOOKS RELATING TO THE FOREGOING (THE "CASH").
2.10
CLAIMS.
ANY AND ALL CLAIMS, RIGHTS AND INTERESTS
IN ANY OF THE ABOVE AND ALL SUBSTITUTIONS FOR, ADDITIONS AND ACCESSIONS TO AND
PROCEEDS THEREOF, INCLUDING INSURANCE PROCEEDS.
2.11
FLOATING CHARGE.
BY WAY OF FIRST FLOATING
CHARGE, ALL THE UNDERTAKING AND ASSETS OF THE BORROWER WHATSOEVER, WHEREVER
SITUATED, WHETHER MOVABLE, IMMOVABLE, PRESENT OR FUTURE (INCLUDING, WITHOUT
LIMITATION, ITS UNCALLED CAPITAL FOR THE TIME BEING AND ALL THE UNDERTAKING AND
ASSETS OF THE BORROWER REFERRED TO ABOVE WHICH ARE, FOR ANY REASON, NOT VALIDLY
CHARGED OR ASSIGNED PURSUANT TO SECTIONS 2.1 (SCHEDULED PROPERTY) TO 2.10
(CLAIMS), INCLUSIVE, OF THIS AGREEMENT).
THE FLOATING CHARGE CREATED BY THIS
AGREEMENT IS A QUALIFYING FLOATING CHARGE FOR THE PURPOSE OF PARAGRAPH 14 OF
SCHEDULE B1 TO THE INSOLVENCY ACT 1986 (THE "INSOLVENCEY ACT").
3.
OBLIGATIONS SECURED.
THE SECURITY
INTEREST GRANTED HEREBY SECURES PAYMENT AND PERFORMANCE OF ALL DEBTS, LOANS AND
LIABILITIES UNDER THIS AGREEMENT, AND ALL OTHER DEBTS AND LIABILITIES OF
BORROWER TO LENDER OF EVERY KIND AND DESCRIPTION, WHETHER NOW EXISTING OR
HEREAFTER ARISING, INCLUDING BUT NOT LIMITED TO THE ADVANCES MADE BY THE LENDER
TO