GRACECHURCH UTG NO. 52 LIMITED

All sums due or to become due under the terms of the aforementioned instrument creating or evidencing the charge

All sums due or to become due under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from the company to the chargee under the terms of the aforementioned instrument creating or evidencing the charge

All sums due or to become due under the terms of the aforementioned instrument creating or evidencing the charge

All sums due or to become due under the terms of the aforementioned instrument creating or evidencing the charge

All sums and liabilities to be paid and discharged by the company the subject of clause 2.1 of the charge under or pursuant to the finance documents (namely the letter of credit facility agreement of even date with the deed of charge) including any liability in respect of any further advances made by lloyds tsb bank PLC under the finance documents

The payment of all claims of a holder of, or third party claimant under, any "policy in canada" to which the trust deed applies and which has been underwritten by the company or any other member or former member of lloyd's and for securing the other amounts and obligations referred to in the trust deed

All losses, claims, expenses, returns of premiums, re-insurance premiums and other outgoings payable at the date of the trust deed or at any time thereafter to become payable in connection with the canadian business of the company, including (1) the payment of any amount into an escrow fund or account to be held in respect of a particular claim of a policyholder or any other person and (2) all expenses whatsoever from time to time incurred by the company in connection with or arising out of the canadian business of the company including any salary, commission, other remuneration and reimbursement of outlays payable by the company to the agent or to any other person in connection with the conduct or winding up of the canadian business, the repayment of any outstanding indebtedness incurred by the company to meet valid expenses of the canadian business of such company, the company's due proportion of remuneration and reimbursement of expenses of the canadian trustee, the company's due proportion of any shortfall in the lloyd's canadian business fund (including any costs or expenses in respect thereto) and including also any taxes incurred in or by reason of the canadian business

The payment of losses (including claims for the return of unearned premium) under contracts or policies of reinsurance incepting on or after 1ST august 1995 underwritten by the company as a member of syndicate no. 1204 (the "syndicate") and allocable to the relevant year of account or in respect of which the company is liable as a member of the syndicate for the relevant year of account for an earlier year of account pursuant to any contract of reinsurance to close and issued to a ceding insurer domiciled in a state, district, territory, commonwealth or possession of the united states (an "american reinsurance policy"), all expenditures and fees of the trustee (as defined in the trust deed and being, as at the date thereof, citibank N.A. of 111 wall street, new york, U.S.A.), repayment of cash or securities advanced by the trustee to the trust held under the provisions of the trust deed, and certain transfers by the trustee to an overseas fund (as defined in the trust deed) or to the superintendent of insurance of the state of new york or other designated receiver, and for securing the other amounts and obligations referred to in the trust deed

All sums and liabilities to be paid and discharged by the company the subject of clause 2.1 of the charge, under or pursuant to the finance documents (namely the facility agreement of even date with the deed of charge) including any liability in respect of any further advances made by lloyds tsb bank PLC under the finance documents

All sums and liabilities to be paid and discharged by the company the subject of clause 2.1 of the charge, under or pursuant to the finance documents (namely the facility agreement and the letter of credit facility agreement of even date with the deed of charge) including any liability in respect of any further advances made by lloyds tsb bank PLC under the finance documents

(A) to the extent to which the trust is established by the corporate member as a licensed grantor, any sum of money which is or becomes payable to a policyholder to pay a claim arising under an illinois policy issued by the corporate member as a licensed grantor or for which the corporate member as a licensed grantor is liable under any contract of reinsurance to close, and (b) to the extent to which the trust is established by the corporate member as a reinsuring grantor, but only in the event of the insolvency of the corporate member, any sum of money which is or becomes payable in order to pay or reimburse one or more licensed grantors for the amounts for which the corporate member as a reinsuring grantor is liable under the reinsurance agreement in respect of any losses and allocated loss adjustment expenses paid by such licensed grantor but not recovered from the corporate member as a reinsuring grantor, or in respect of unearned premiums due to such licensed grantor but not otherwise paid by the corporate member as a reinsuring grantor (terms used are to be interpreted as provided in the trust deed) and for securing the other amounts and obligations referred to in the trust deed.

A letter of credit facility granted by the chargee to the members as members of the syndicate 33 2001 dollar obligor group together with certain other parties in the aggregate amount of £100,000,000 or its equivalent from time to time in dollars

The payment of losses (including claims for the return of unearned premium) under contracts or policies of insurance incepting on or after 1ST january 1996 underwritten by the company as a member of syndicate no.0250 (The "syndicate") and allocable to the relevant year of account or in respect of which the company is liable as a member of the syndicate for the relevant year of account for an earlier year of account pursuant to any contract of reinsurance to close and issued to a policyholder pursuant to the insurance laws of the commonwealth of kentucky providing insurance with respect to property or risks situated in said commonwealth (a "kentucky policy"), all expenditures and fees of the trustee (as defined in the trust deed and being, as at the date thereof, national city bank, kentucky, U.S.A.), repayment of cash or securities advanced by the trustee to the trust held under the provisions of the trust deed, and certain transfers by the trustee to an overseas fund (as defined in the trust deed) or to the commissioner of insurance of the commonwealth of kentucky or other designated receiver, and for securing the other amounts and obligations referred to in the trust deed

The payment of losses (including claims for the return of unearned premium) under contracts or policies of insurance incepting on or after 1ST january 1996 underwritten by the company as a member of syndicate no.0318 (The "syndicate") and allocable to the relevant year of account or in respect of which the company is liable as a member of the syndicate for the relevant year of account for an earlier year of account pursuant to any contract of reinsurance to close and issued to a policyholder pursuant to the insurance laws of the commonwealth of kentucky providing insurance with respect to property or risks situated in said commonwealth (a "kentucky policy"), all expenditures and fees of the trustee (as defined in the trust deed and being, as at the date thereof, national city bank, kentucky, U.S.A.), repayment of cash or securities advanced by the trustee to the trust held under the provisions of the trust deed, and certain transfers by the trustee to an overseas fund (as defined in the trust deed) or to the commissioner of insurance of the commonwealth of kentucky or other designated receiver, and for securing the other amounts and obligations referred to in the trust deed

The payment of losses (including claims for the return of unearned premium) under contracts or policies of insurance incepting on or after 1ST january 1996 underwritten by the company as a member of syndicate no.0002 (The "syndicate") and allocable to the relevant year of account or in respect of which the company is liable as a member of the syndicate for the relevant year of account for an earlier year of account pursuant to any contract of reinsurance to close and issued to a policyholder pursuant to the insurance laws of the commonwealth of kentucky providing insurance with respect to property or risks situated in said commonwealth (a "kentucky policy"), all expenditures and fees of the trustee (as defined in the trust deed and being, as at the date thereof, national city bank, kentucky, U.S.A.), repayment of cash or securities advanced by the trustee to the trust held under the provisions of the trust deed, and certain transfers by the trustee to an overseas fund (as defined in the trust deed) or to the commissioner of insurance of the commonwealth of kentucky or other designated receiver, and for securing the other amounts and obligations referred to in the trust deed

The payment of losses (including claims for the return of unearned premium) under contracts or policies of insurance incepting on or after 1ST january 1996 underwritten by the company as a member of syndicate no.2010 (The "syndicate") and allocable to the relevant year of account or in respect of which the company is liable as a member of the syndicate for the relevant year of account for an earlier year of account pursuant to any contract of reinsurance to close and issued to a policyholder pursuant to the insurance laws of the commonwealth of kentucky providing insurance with respect to property or risks situated in said commonwealth (a "kentucky policy"), all expenditures and fees of the trustee (as defined in the trust deed and being, as at the date thereof, national city bank, kentucky, U.S.A.), repayment of cash or securities advanced by the trustee to the trust held under the provisions of the trust deed, and certain transfers by the trustee to an overseas fund (as defined in the trust deed) or to the commissioner of insurance of the commonwealth of kentucky or other designated receiver, and for securing the other amounts and obligations referred to in the trust deed

The payment of losses (including claims for the return of unearned premium) under contracts or policies of insurance incepting on or after 1ST january 1996 underwritten by the company as a member of syndicate no.2791 (The "syndicate") and allocable to the relevant year of account or in respect of which the company is liable as a member of the syndicate for the relevant year of account for an earlier year of account pursuant to any contract of reinsurance to close and issued to a policyholder pursuant to the insurance laws of the commonwealth of kentucky providing insurance with respect to property or risks situated in said commonwealth (a "kentucky policy"), all expenditures and fees of the trustee (as defined in the trust deed and being, as at the date thereof, national city bank, kentucky, U.S.A.), repayment of cash or securities advanced by the trustee to the trust held under the provisions of the trust deed, and certain transfers by the trustee to an overseas fund (as defined in the trust deed) or to the commissioner of insurance of the commonwealth of kentucky or other designated receiver, and for securing the other amounts and obligations referred to in the trust deed

The payment of losses (including claims for the return of unearned premium) under contracts or policies of insurance incepting on or after 1ST january 1996 underwritten by the company as a member of syndicate no.0227 (The "syndicate") and allocable to the relevant year of account or in respect of which the company is liable as a member of the syndicate for the relevant year of account for an earlier year of account pursuant to any contract of reinsurance to close and issued to a policyholder pursuant to the insurance laws of the commonwealth of kentucky providing insurance with respect to property or risks situated in said commonwealth (a "kentucky policy"), all expenditures and fees of the trustee (as defined in the trust deed and being, as at the date thereof, national city bank, kentucky, U.S.A.), repayment of cash or securities advanced by the trustee to the trust held under the provisions of the trust deed, and certain transfers by the trustee to an overseas fund (as defined in the trust deed) or to the commissioner of insurance of the commonwealth of kentucky or other designated receiver, and for securing the other amounts and obligations referred to in the trust deed

The payment for matured claims (including claims for loss and claims for the return of unearned premium) under contracts or policies of insurance incepting on or after 1ST august 1995 underwritten by the company as a member of syndicate no.0318 (The "syndicate") (including all incidental syndicates of such syndicate) and allocable to the relevant year of account or in respect of which the company is liable as a member of the syndicate for the relevant year of account for an earlier year of account pursuant to any contract of reinsurance to close and issued to a policyholder pursuant to surplus lines or excess lines laws of any state, district, territory, commonwealth or possession of the united states (an "american policy"), all expenditures and fees of the trustee (as defined in the trust deed and being, as at the date thereof, citibank N.A. of 111 wall street, new york, usa), repayment of cash or securities advanced by the trustee to the trust held under the provisions of the trust deed, and certain transfers by the trustee to an overseas fund (as defined in the trust deed) or to the superintendent of insurance of the state of new york or other designated receiver, and for securing the other amounts and obligations referred to in the trust deed

The payment for matured claims (including claims for loss and claims for the return of unearned premium) under contracts or policies of insurance incepting on or after 1ST august 1995 underwritten by the company as a member of syndicate no.0250 (The "syndicate") (including all incidental syndicates of such syndicate) and allocable to the relevant year of account or in respect of which the company is liable as a member of the syndicate for the relevant year of account for an earlier year of account pursuant to any contract of reinsurance to close and issued to a policyholder pursuant to surplus lines or excess lines laws of any state, district, territory, commonwealth or possession of the united states (an "american policy"), all expenditures and fees of the trustee (as defined in the trust deed and being, as at the date thereof, citibank N.A. of 111 wall street, new york, usa), repayment of cash or securities advanced by the trustee to the trust held under the provisions of the trust deed, and certain transfers by the trustee to an overseas fund (as defined in the trust deed) or to the superintendent of insurance of the state of new york or other designated receiver, and for securing the other amounts and obligations referred to in the trust deed

The payment of matured claims (including claims for loss and claims for the return of unearned premium) under contracts or policies of insurance incepting on or after 1ST august 1995 underwritten by the company as a member of syndicate no.2791 (The "syndicate") (including all incidental syndicates of such syndicate) and allocable to the relevant year of account or in respect of which the company is liable as a member of the syndicate for the relevant year of account for an earlier year of account pursuant to any contract of reinsurance to close and issued to a policy holder pursuant to surplus lines or excess lines laws of any state, district, territory, commonwealth or possession of the united states (an "american policy"), all expenditures and fees of the trustee (as defined in the trust deed and being, as at the date thereof, citibank N.A. of 111 wall street, new york, usa), repayment of cash or securities advanced by the trustee to the trust held under the provisions of the trust deed, and certain transfers by the trustee to an overseas fund (as defined in the trust deed) or to the superintendent of insurance of the state of new york or other designated receiver, and for securing the other amounts and obligations referred to in the trust deed

The payment of losses (including claims for the return of unearned premium) under contracts or policies of reinsurance incepting on or after 1ST august 1995 underwritten by the company as a member of syndicate no.0250 (The "syndicate") (including all incidental syndicates of such syndicate) and allocable to the relevant year of account or in respect of which the company is liable as a member of the syndicate for the relevant year of account for an earlier year of account pursuant to any contract of reinsurance to close and issued to a ceding insurer domiciled in a state, district, territory, commonwealth or possession of the united states (an "american reinsurance policy"), all expenditures and fees of the trustee (as defined in the trust deed and being, as at the date thereof, citibank N.A. of 111 wall street, new york, U.S.A.), repayment of cash or securities advanced by the trustee to the trust held under the provisions of the trust deed, and certain transfers by the trustee to an overseas fund (as defined in the trust deed) or to the superintendent of insurance of the state of new york or other designated receiver and for securing the other amounts and obligations referred to in the trust deed

The payment of losses (including claims for the return of unearned premium) under contracts or policies of reinsurance incepting on or after 1ST august 1995 underwritten by the company as a member of syndicate no.0318 (The "syndicate") (including all incidental syndicates of such syndicate) and allocable to the relevant year of account or in respect of which the company is liable as a member of the syndicate for the relevant year of account for an earlier year of account pursuant to any contract of reinsurance to close and issued to a ceding insurer domiciled in a state, district, territory, commonwealth or possession of the united states (an "american reinsurance policy"), all expenditures and fees of the trustee (as defined in the trust deed and being, as at the date thereof, citibank N.A. of 111 wall street, new york, U.S.A.), repayment of cash or securities advanced by the trustee to the trust held under the provisions of the trust deed, and certain transfers by the trustee to an overseas fund (as defined in the trust deed) or to the superintendent of insurance of the state of new york or other designated receiver and for securing the other amounts and obligations referred to in the trust deed

The payment of losses (including claims for the return of unearned premium) under contracts or policies of reinsurance incepting on or after 1ST august 1995 underwritten by the company as a member of syndicate no.2791 (The "syndicate") (including all incidental syndicates of such syndicate) and allocable to the relevant year of account or in respect of which the company is liable as a member of the syndicate for the relevant year of account for an earlier year of account pursuant to any contract of reinsurance to close and issued to a ceding insurer domiciled in a state, district, territory, commonwealth or possession of the united states (an "american reinsurance policy"), all expenditures and fees of the trustee (as defined in the trust deed and being, as at the date thereof, citibank N.A. of 111 wall street, new york, U.S.A.), repayment of cash or securities advanced by the trustee to the trust held under the provisions of the trust deed, and certain transfers by the trustee to an overseas fund (as defined in the trust deed) or to the superintendent of insurance of the state of new york or other designated receiver, and for securing the other amounts and obligations referred to in the trust deed