GRACECHURCH UTG NO. 352 LIMITED: Mortgages

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 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 from time to time payable to the trustees under the covenant of the company with the trustees set out at clause 2 of the trust deed

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 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 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 from time to time payable to the trustees under the covenant of the company with the trustees set out at clause 2 of the trust deed

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 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 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 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 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 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 the liabilities of syndicate 1141 members and the 1141 trustees to the trustees of syndicate 2001, of any kind and in any currency (whether present or future actual or contingent and whether incurred alone or jointly with another) pursuant to the inter-syndicate loan agreement dated 12TH november 2001 between the trustees of syndicate 2001, the trustees of syndicate 1141 and amlin underwriting limited for itself and as managing agent on behalf of the members of syndicate 1141 and 2001

Every liability that the corporate underwriting member may at the date of or at any time after the date of the deed of charge have to the bank (severally with the other underwriting members, being members of the borrowing groups) under or pursuant to the deed of charge or the us$15 million revolving letter of credit facility agreement dated 9TH november 2001 including any liability in respect of further advances made by the bank under the facility agreement (all terms as defined)

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

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 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 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) includingany 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.