Specific Charges. Subject to Clause 3.4, the Chargor with full title guarantee and as a continuing security for the payment, performance and discharge of the Secured Obligations hereby charges in favour of the Agent (or, if the Agent so chooses, its nominee) for the benefit of the Beneficiaries all of its rights, title and interest in and to the following assets, both present and future, from time to time owned by it or in which it has an interest: (a) by way of first legal mortgage all of its Property together with all buildings and fixtures (including trade fixtures) thereon and/or the proceeds of sale thereof and by way of first fixed charge all future Property and any other Property not effectively charged by way of first legal mortgage in each case together with all buildings and fixtures (including trade fixtures) thereon and all proceeds of sale thereof; (b) by way of first equitable mortgage, all its Securities and, if and to the extent not effectively assigned by Clause 3.3, all Related Rights relating to such Securities; (c) by way of first fixed charge: (i) its Intellectual Property, including all fees and royalties deriving from such Intellectual Property; (ii) its Licences and all deeds and documents from time to time relating to the Collateral; (iii) its goodwill and its uncalled share capital both present and future; (iv) if and to the extent not effectively assigned by Clause 3.3, all of its rights, title and interest in and to (and claims under) the Policies and to any statutory or other compensation monies (including the proceeds of any defective title, restrictive covenant or other indemnity policy or covenant relating to its Property) arising for its benefit for interference with the use and/or enjoyment of its Property or the curtailment of any easement, right or benefit relating thereto and all other compensation monies from time to time received by it in respect of its Property; (v) all of its rights, title and interest in and to all chattels from time to time hired, leased or rented by it to any other person together, in each case, with the benefit of the related hiring, leasing or rental contract and any guarantee, indemnity or other security for the performance of the obligation of any person under or in respect of such contract; (vi) all rights in relation to or under and all benefits of, any covenants for title given or entered into by any of its predecessors in title to its Property, all proceeds of a capital nature in relation to the disposal of its Property, the benefit of any contract for the sale, letting or other disposal of its Property and all present and future options to renew all leases or purchase all reversions (whether or not freehold) from time to time in relation to its Property; (vii) the benefit of all of its rights and claims against all lessees from time to time of the whole or any parts of its Property and all guarantors and sureties for the obligations of such lessees and against all persons who are under any obligation to it in respect of any works of design, construction, repair or replacement to, on or about its Property; (viii) its Equipment (whether from time to time in or on the Property (and not comprised in the Property) or otherwise), including without limitation all of its Equipment details of which are set out in Schedule 1 (which Schedule may be amended and substituted from time to time with the consent of the Agent), and the benefit of all of its rights and claims against any person in respect of the design, construction, repair or replacement of the same; (ix) all of its rights (including against third parties) and benefits in and to the Receivables, to the extent that they do not fall within any other paragraph of this Clause 3.1; (x) all of its rights and benefits in and to the Receivables Accounts and all monies standing to their credit; (xi) so far as permitted under the relevant document, its rights, title and interest in and to all contracts, agreements or warranties affecting or in any way relating to the Collateral and the benefit of all related rights and remedies; and (xii) any beneficial interest, claim or entitlement it has in any pension fund.
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Sources: Debenture (Diametrics Medical Inc), Debenture (Diametrics Medical Inc)