Waterstones Booksellers Limited

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ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM EAC H OBLIGOR TO THE CHARGEE AS AGENT AND TR USTEE FOR THE SECURED PARTIES (THE "FAC ILITY AGENT") ON ANY ACCOUNT WHATSOEVER UNDER THE TERMS OF THE AFOREMENTIONED I NSTRUMENT CREATING OR EVIDENCING THE CHA RGE

EACH AND EVERY LIABILITY DUE OR TO BECOM E DUE FROM THE COMPANY TO THE CHARGEE AS TRUSTEE FOR THE BENEFICIARIES (AS DEFIN ED IN THE DEBENTURE) ON THE TERMS AND CO NDITIONS SET OUT IN THE SENIOR FACILITY AGREEMENT DATED 25TH FEBRUARY 1998 (THE "SECURITY AGENT") UNDER OR PURSUANT TO T HE SENIOR FACILITY AGREEMENT (INCLUDING THE DEBENTURE) INCLUDING ANY LIABILITY I N RESEPCT OF ANY FURTHER ADVANCES MADE T HEREUNDER

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EACH AND EVERY LIABILITY WHICH THE COMPA NY MAY NOW OR HEREAFTER HAVE TO THE CHAR GEE (WHETHER FOR IT'S OWN ACCOUNT OR AS TRUSTEE FOR THE BENEFICIARIES) OR ANY OF THE BENEFICIARIES (AS DEFINED) UNDER OR PURSUANT TO THE SENIOR FACILITY AGREEME NT (INCLUDING THE DEBENTURE)

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