Angel Trains Limited

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ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM THE COMPANY TO THE CHARGEE IN ITS CAPACITY AS SECURITY TRUSTEE FOR AND ON BEHALF OF THE FINANCE PARTIES (AS DEFINED) UNDER EACH FINANCE DOCUMENT (AS DEFINED) ON AN Y ACCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM THE COMPANY TO THE CHARGEE IN ITS CAPACITY AS SECURITY TRUSTEE FOR AND ON BEHALF OF THE FINANCE PARTIES (AS DEFINED) UNDER EACH FINANCE DOCUMENT (AS DEFINED) ON AN Y ACCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM THE COMPANY TO THE CHARGEE IN ITS CAPACITY AS SECURITY TRUSTEE FOR AND ON BEHALF OF THE FINANCE PARTIES (AS DEFINED)(THE "S ECURITY TRUSTEE") ON ANY ACCOUNT WHATSOE VER UNDER EACH FINANCE DOCUMENT (AS DEFI NED)

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF THE COMPANY TO THE FINANCE PARTIES UNDER EACH FINANCE DOCUMENT (WH ICH TERM SHALL INCLUDE ALL AMENDMENTS AN D SUPPLEMENTS, INCLUDING SUPPLEMENTS PRO VIDING FOR FURTHER ADVANCES) (ALL TERMS AS DEFINED)

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES (WHETHER FOR THE PAYMENT OF M ONEY OR OTHERWISE WHETHER ACTUAL OR CONT INGENT AND WHETHER OWED JOINTLY OR SEVER ALLY OR IN ANY OTHER CAPACITY WHATSOEVER ) OF THE COMPANY TO THE CHARGEE UNDER TH E LEASE DOCUMENTS

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES (WHETHER ACTUAL OR CONTINGENT AND WHETHER OWED JOINTLY OR SEVERALLY O R IN ANY OTHER CAPACITY WHATSOEVER) OF T HE COMPANY TO THE FINANCE PARTIES UNDER EACH FINANCE DOCUMENT

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES (WHETHER ACTUAL OR CONTINGENT AND WHETHER OWED JOINTLY OR SEVERALLY O R IN ANY OTHER CAPACITY WHATSOEVER) OF T HE COMPANY TO THE FINANCE PARTIES UNDER EACH FINANCE DOCUMENT

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ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM THE COMPANY TO THE CHARGEE IN ITS CAPACITY AS SECURITY TRUSTEE FOR AND ON BEHALF OF THE FINANCE PARTIES (AS DEFINED) (THE " SECURITY TRUSTEE") UNDER EACH FINANCE DO CUMENT (AS DEFINED) ON ANY ACCOUNT WHATS OEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM THE COMPANY TO THE CHARGEE IN ITS CAPACITY AS SECURITY TRUSTEE FOR AND ON BEHALF OF THE FINANCE PARTIES (AS DEFINED) (THE " SECURITY TRUSTEE") UNDER EACH FINANCE DO CUMENT (AS DEFINED) ON ANY ACCOUNT WHATS OEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM THE COMPANY TO THE FINANCE PARTIES UNDER EA CH FINANCE DOCUMENT (ALL TERMS AS DEFINE D)

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES (WHETHER ACTUAL OR CONTINGENT AND WHETHER OWED JOINTLY OR SEVERALLY O R IN ANY OTHER CAPACITY WHATSOEVER) OF T HE COMPANY TO THE FINANCE PARTIES UNDER EACH FINANCE DOCUMENT

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES (WHETHER ACTUAL OR CONTINGENT AND WHETHER OWED JOINTLY OR SEVERALLY O R IN ANY OTHER CAPACITY WHATSOEVER) OF T HE COMPANY TO THE FINANCE PARTIES UNDER EACH FINANCE DOCUMENT

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM THE COMPANY TO THE FINANCE PARTIES UNDER EA CH FINANCE DOCUMENT (ALL TERMS AS DEFINE D)

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES (WHETHER ACTUAL OR CONTINGENT AND WHETHER OWED JOINTLY OR SEVERALLY O R IN ANY OTHER CAPACITY WHATSOEVER) OF T HE COMPANY TO THE FINANCE PARTIES UNDER EACH FINANCE DOCUMENT

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES (WHETHER ACTUAL OR CONTINGENT AND WHETHER OWED JOINTLY OR SEVERALLY O R IN ANY OTHER CAPACITY WHATSOEVER) OF T HE COMPANY TO THE FINANCE PARTIES UNDER EACH FINANCE DOCUMENT

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ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF THE COMPANY TO THE FINANCE PARTIES UNDER EACH FINANCE DOCUMENT (WH ICH TERM SHALL INCLUDE ALL AMENDMENTS AN D SUPPLEMENTS, INCLUDING SUPPLEMENTS PRO VIDING FOR FURTHER ADVANCES) (ALL TERMS AS DEFINED)

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF THE COMPANY TO THE FINANCE PARTIES UNDER EACH FINANCE DOCUMENT (WH ICH TERM SHALL INCLUDE ALL AMENDMENTS AN D SUPPLEMENTS, INCLUDING SUPPLEMENTS PRO VIDING FOR FURTHER ADVANCES) (ALL TERMS AS DEFINED)

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF THE COMPANY TO THE FINANCE PARTIES UNDER EACH FINANCE DOCUMENT (WH ICH TERM SHALL INCLUDE ALL AMENDMENTS AN D SUPPLEMENTS, INCLUDING SUPPLEMENTS PRO VIDING FOR FURTHER ADVANCES) (ALL TERMS AS DEFINED)

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ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM THE COMPANY TO THE CHARGEE AS AGENT AND TRU STEE FOR THE FINANCE PARTIES (AS DEFINED ) UNDER EACH FINANCE DOCUMENT (AS DEFINE D) ON ANY ACCOUNT WHATSOEVER

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ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES (WHETHER FOR THE PAYMENT OF M ONEY OR OTHERWISE WHETHER ACTUAL OR CONT INGENT AND WHETHER OWED JOINTLY OR SEVER ALLY OR IN ANY OTHER CAPACITY WHATSOEVER ) OF THE COMPANY TO THE CHARGEE UNDER TH E LEASE DOCUMENTS

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES (WHETHER ACTUAL OR CONTINGENT AND WHETHER OWED JOINTLY OR SEVERALLY O R IN ANY OTHER CAPACITY WHATSOEVER) OF T HE COMPANY TO THE CHARGEE UNDER EACH FIN ANCE DOCUMENT

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ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM THE COMPANY TO THE CHARGEE UNDER EACH FINAN CE DOCUMENT (AS DEFINED)

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM THE CVOMPANY TO THE CHARGEE ON ANY ACCOUNT WHATSOEVER UNDER THE LEASE DOCUMENTS (AS DEFINED)

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ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM THE COMPANY,FORMERLY KNOWN AS ANGEL TRAIN C ONTRACTS LIMITED,(THE "CHARGOR") TO THE CHARGEE UNDER EACH FINANCE DOCUMENT (AS DEFINED)

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ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM THE COMPANY (THE "CHARGOR") TO THE CHARGEE (THE "LESSOR") IN ANY CAPACITY WHATSOEVE R UNDER THE LEASE DOCUMENTS (AS DEFINED)

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM THE COMPANY (THE "CHARGOR") TO THE CHARGEE (THE "LESSOR") IN ANY CAPACITY WHATSOEVE R UNDER THE LEASE DOCUMENTS (AS DEFINED)

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM THE COMPANY (THE "CHARGOR") TO THE CHARGEE (THE "LESSOR") IN ANY CAPACITY WHATSOEVE R UNDER THE LEASE DOCUMENTS (AS DEFINED)

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM THE COMPANY (THE "CHARGOR") TO THE CHARGEE (THE "LESSOR") IN ANY CAPACITY WHATSOEVE R UNDER THE LEASE DOCUMENTS (AS DEFINED)

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM THE COMPANY (THE "CHARGOR") TO THE CHARGEE (THE "LESSOR") IN ANY CAPACITY WHATSOEVE R UNDER THE LEASE DOCUMENTS (AS DEFINED)

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM THE COMPANY (THE "CHARGOR") TO THE CHARGEE (THE "LESSOR") IN ANY CAPACITY WHATSOEVE R UNDER THE LEASE DOCUMENTS (AS DEFINED)

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM THE COMPANY (THE "CHARGOR") TO THE CHARGEE (THE "LESSOR") IN ANY CAPACITY WHATSOEVE R UNDER THE LEASE DOCUMENTS (AS DEFINED)

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM THE COMPANY (THE "CHARGOR") TO THE CHARGEE (THE "LESSOR") IN ANY CAPACITY WHATSOEVE R UNDER THE LEASE DOCUMENTS (AS DEFINED)

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM THE COMPANY (THE "CHARGOR") TO THE CHARGEE (THE "LESSOR") IN ANY CAPACITY WHATSOEVE R UNDER THE LEASE DOCUMENTS (AS DEFINED)

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM THE COMPANY TO THE CHARGEE ON ANY ACCOUNT W HATSOEVER UNDER THE LEASE DOCUMENTS (AS DEFINED)

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM THE COMPANY TO THE CHARGEE ON ANY ACCOUNT W HATSOEVER UNDER THE LEASE DOCUMENTS (AS DEFINED)

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM THE COMPANY TO THE CHARGEE ON ANY ACCOUNT W HATSOEVER UNDER THE LEASE DOCUMENTS (AS DEFINED)

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM THE COMPANY TO THE CHARGEE ON ANY ACCOUNT W HATSOEVER UNDER THE LEASE DOCUMENTS (AS DEFINED)

ALL PRESENT AND FUTURE OBLIGATIONS AND L IBILITIES (WHETHER ACTUAL OR CONTINGENT AND WHETHER OWED JOINTLY OR SEVERALLY OR IN ANY OTHER CAPACITY WHATSOEVER) OF TH E COMPANY TO THE CHARGEE UNDER THE FINAN CE DOCUMENT TO WHICH THE COMPANY IS A PA RTY

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ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES (WHETHER ACTUAL OR CONTINGENT AND WHETHER OWED JOINTLY OR SEVERALLY O R IN ANY OTHER CAPACITY WHATSOEVER) OF T HE COMPANY TO THE CHARGEE UNDER EACH FIN ANCE DOCUMENT TO WHICH THE COMPANY IS A PARTY

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ALL PRESENT AND/OR FUTURE OBLIGATIONS (W HETHER CERTAIN AND CONTINGENT) OF THE CO MPANY TO THE CHARGEE UNDER CLAUSES 9.1, 10.1, 18.11, 18.12, 18.13, 32 AND 39.9 O F A ROLLING STOCK LEASE AGREEMENT DATED 28TH FEBRUARY 1998 AND/OR UNDER THE DEED OF ASSIGNMENT

AND VARYING THE TERMS OF THE ANGEL DEED OF CHARGE DATED 17TH JANUARY 1996

ANY AMOUNTS PAYABLE TO THE CHARGEE UNDER ANY OF THE TRAIN FINANCE I DOCUMENTS FR OM TIME TO TIME DURING ANY INTEREST PERI OD UNDER THE ANGEL /TRAIN FINANCE I NOTE S (AS DEFINED BELOW)

ALL AMOUNTS PAYABLE TO THE CHARGEE FROM THE COMPANY FROM TIME TO TIME DURING ANY INTEREST PERIOD UNDER THE ANGEL/TRAIN F INANCE I NOTES (AS DEFINED)

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EACH AND EVERY LIABILITY OF THE COMPANY TO THE CHARGEE PURSUANT TO THE LOAN AGRE EMENT (AS DEFINED IN THE DEED OF CHARGE)