GRACECHURCH UTG NO. 427 LIMITED

Amendment and restatement lloyd's american instrument 1995 (general business for corporate members) ("the 1995 american instrument (corporate members") dated 31 july 1995 & amended on 28 december 2001, 1 april 2001, 1 august 2001, 13 february 2002, 27 september 2007 &

Created on 24 Mar 2009

Delivered on 07 Apr 2009

Status outstanding

Persons Entitled

Lloyd's, and Certain Other Persons or Bodies (As Further Defined on Form M395)

Amount Secured

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

Short Particulars

All the present and future assets of the member comprised in the member's dollar trust fund constituted under and pursuant to the 1995 american instrument (corporate member) full particulars of which assets are set out in clause 3 of and schedule 2 to the 1995 american instrument (corporate members). See image for full details.

Transactions

Lloyd's american trust deed (the " trust deed")

Created on 24 Mar 2009

Delivered on 07 Apr 2009

Status outstanding

Persons Entitled

The American Trustee, All Policy Holders and Certain Other Persons or Bodies (As Defined on the Form M395)

Amount Secured

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

Short Particulars

All premiums and other moneys payable during the trust term to or for the account of the company in connection with the 1992 and prior american business and all other assets from time to time transferred to the american trustee to be held by it as part of the american trust fund, all investments and moneys and all income arising from (i)-(iii) see image for full details.

Transactions

Lloyds security and trust deed (reverse interavailable-short form) (the trust deed)

Created on 18 Dec 2007

Delivered on 21 Dec 2007

Status outstanding

Persons Entitled

Lloyd's

Amount Secured

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

Short Particulars

(1)As security for the secured obligations referred to in paragraph 1 under "amounts secured by the mortgage or charge" on page 1 of this form, all monies and other property after the date of the trust deed at any time paid or transferred to or otherwise vested in or under the direct or indirect control of the trustees upon the trusts of the trust deed and all accumulations of income and the investments and other property after the date of the trust deed for the time being representing the same. (2)As security for the secured obligations referred to in paragraph 2 under "amounts secured by themortgage of charge" on page 1 of this form the future profits of the underwriting business of the company at lloyds, subject to any prior change contained in the companys premiums trust deed or any other trust deed or other instrument of the company at the society.

Transactions

Lloyds security and trust deed (reverse interavailable-short form) (the trust deed)

Created on 18 Dec 2007

Delivered on 21 Dec 2007

Status outstanding

Persons Entitled

Lloyd's

Amount Secured

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

Short Particulars

(1)As security for the secured obligations referred to in paragraph 1 under "amounts secured by the mortgage or charge" on page 1 of this form, all monies and other property after the date of the trust deed at any time paid or transferred to or otherwise vested in or under the direct or indirect control of the trustees upon the trusts of the trust deed and all accumulations of income and the investments and other property after the date of the trust deed for the time being representing the same. (2)As security for the secured obligations referred to in paragraph 2 under "amounts secured by themortgage of charge" on page 1 of this form the future profits of the underwriting business of the company at lloyds, subject to any prior change contained in the companys premiums trust deed or any other trust deed or other instrument of the company at the society.

Transactions

Lloyds security and trust deed (interavailable-short form) (letter of credit) (the trust deed)

Created on 29 Dec 2006

Delivered on 12 Jan 2007

Status outstanding

Persons Entitled

Lloyd's

Amount Secured

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

Short Particulars

(1)As security for the secured obligations referred to in paragraph 1 under "amounts secured by the mortgage or charge" on page 1 of this form, all monies and other property after the date of the trust deed at any time paid or transferred to or otherwise vested in or under the direct or indirect control of the trustees upon the trusts of the trust deed and all accumulations of income and the investments and other property after the date of the trust deed for the time being representing the same. (2)As security for the secured obligations referred to in paragraph 2 under "amounts secured by themortgage of charge" on page 1 of this form the future profits of the underwriting business of the company at lloyds, subject to any prior change contained in the companys premiums trust deed or any other trust deed or other instrument of the company at the society.

Transactions

Lloyd's security and trust deed (reverse-interavailable-short form) (general business) (multiple members) (letter of credit)

Created on 29 Dec 2006

Delivered on 12 Jan 2007

Status outstanding

Persons Entitled

Lloyd's

Amount Secured

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

Short Particulars

All monies and other property after the date of the trust deed at any time paid or transferred to or otherwise vested in or under the direct or indirect control of the trustees upon the trusts of the trust deed and all accumulatons of income and the investments and other property after the date of the trust deed for the time being representing the same. See the mortgage charge document for full details.

Transactions

Lloyd's deposit trust deed (the trust deed)

Created on 12 Dec 2003

Delivered on 23 Dec 2003

Status outstanding

Persons Entitled

The Society Incorporated by Lloyd's Act 1871 by the Name of Lloyd's (The Society) as Trusteesof Trusts Created by the Trust Deed

Amount Secured

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

Short Particulars

All monies and other property after the date of the trust deed at any time paid or transferred to or otherwise vested in or under the direct or indirect control of the trustees upon the trusts of the trust deed and all accumulations of income and the investments and other property after the date of the trust deed for the time being representing the same.. See the mortgage charge document for full details.

Transactions

Lloyd's security and trust deed (letter of credit) (the trust deed)

Created on 12 Dec 2003

Delivered on 23 Dec 2003

Status outstanding

Persons Entitled

The Society Incorporated by Lloyd's Act 1871 by the Name of Lloyd's (The Society) as Trusteesof Trusts Created by the Trust Deed

Amount Secured

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

Short Particulars

All monies and other property after the date of the trust deed at any time paid or transferred to or otherwise vested in or under the direct or indirect control of the trustees upon the trusts of the trust deed and all accumulations of income and the investments and other property after the date of the trust deed for the time being representing the same.. See the mortgage charge document for full details.

Transactions

Floating charge (the charge)

Created on 12 Dec 2003

Delivered on 19 Dec 2003

Status outstanding

Persons Entitled

The Society Incorporated by Lloyd's Act 1871 by the Name of Lloyds (The Society)

Amount Secured

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

Short Particulars

By way of floating charge the undertaking of the company and all its property assets and rights whatsoever and wheresoever (including all stock in trade and all freehold and leasehold property).

Transactions

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Agreement for the assignment of profits

Created on 28 Oct 2003

Delivered on 29 Oct 2003

Status outstanding

Persons Entitled

The Society Incorporated by Lloyd's Act 1871 by the Name of Lloyd's

Amount Secured

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

Short Particulars

Subject to any charge over and assignment by the company of, the future profits of its underwriting business at lloyd's contained in any trust deed or other instrument to which the company is, or becomes, a party pursuant to the requirements of lloyd's relating to the provision of funds at lloyd's, the company charges all of its right title interest and expectancy in and to the trust funds held at any time under any premiums trust deed to which it is a party and for that purpose and to that extent assigns to lloyd's the profits of its underwriting business at lloyd'S. See the mortgage charge document for full details.

Transactions

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Charge in the terms of the lloyd's asia (singapore policies) instrument 2002(general business of all underwriting members) (the singapore policies instrument)

Created on 13 Feb 2002

Delivered on 05 Mar 2002

Status outstanding

Persons Entitled

The Society (Lloyds) and the Managing Agents Offshore Policies Trustees of Any Managing Agent(as Further Described on Form M395)

Amount Secured

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

Short Particulars

All present and future assets of the member comprised in the members singapore policies trust fund constituted under and pursuant to the singapore policies instrument, all premiums, reinsurance recoveries, rights of salvage and subrogation and other monies whatsoever in connection with the members singapore policies business and all interest of the member therein. All singapore policies rights of recoveries, all further assets, all interest, dividends and other income and all assets now or for the time being representing the foregoing.

Transactions

Charge in the terms of the lloyd's asia (offshore policies) instrument 2002 (general business of all underwriting members) (the offshore policies instrument)

Created on 13 Feb 2002

Delivered on 05 Mar 2002

Status outstanding

Persons Entitled

The Society (Lloyds) and the Managing Agents Offshore Policies Trustees of Any Managing Agent(as Further Described on Form M395)

Amount Secured

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

Short Particulars

All present and future assets of the member comprised in the members offshore policies trust fund constituted under and pursuant to the offshore policies instrument, all premiums, reinsurance recoveries, rights of salvage and subrogation and other monies whatsoever in connection with the members offshore policies business and all interest of the member therein. All offshore policies rights of recoveries, all further assets, all interest, dividends and other income and all assets now or for the time being representing the foregoing.

Transactions

Floating charge

Created on 12 Nov 2001

Delivered on 17 Nov 2001

Status outstanding

Persons Entitled

The Trustees of the Premiums Trust Fund

Amount Secured

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

Short Particulars

The portion of the reinsurance receivables arising under or in connection with every policy designated by reference to a year of account of syndicate 1141 on which that 1141 member participates and the proceeds thereof as bear the same proportion to the whole as such 1141 member's share of the syndicate stamp for such year of account.

Transactions

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Charge (in the terms of the lloyd's canadian trust deed "the trust deed" dated 26 september 1995. the instrument amends and restates the instrument dated 9 november 1977, as further amended by deeds dated 8 march 1978, 11 june 1989 and 28 december 2000)

Created on 25 May 2001

Delivered on 13 Jun 2001

Status outstanding

Persons Entitled

The Trustees, Lloyd's and Certain Other Persons or Bodies (As Further Defined on Form M395)

Amount Secured

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

Short Particulars

All property which may be (or should be) assigned or transferred to or received by the canadian trustee under the trust deed and any accumulations and increments from any such property. All premiums monies and other assets whatsoever belonging or payable at the date of the trust deed or thereafter at any time belonging or becoming payable to the company in connection with the canadian business and received on behalf of the company by the agent or any other person. See the mortgage charge document for full details.

Transactions

A charge dated 25 may 2001 in the terms of the lloyd's canadian margin fund trust deed ("the trust deed")

Created on 25 May 2001

Delivered on 13 Jun 2001

Status outstanding

Persons Entitled

Royal Trust Corporation of Canada (The Trustee)

Amount Secured

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

Short Particulars

All interest of the company in present and future assets comprised in the margin fund constituted under the trust deed including the following (a) the contributions paid to the margin fund by or on behalf of the company pursuant to the lloyd's canadian business requirements of the council of lloyd'S.. See the mortgage charge document for full details.

Transactions

Charge in the terms of the lloyd's illinois licensed and 1104 multiple trust deed (the "trust deed"), itself constituted by an instrument of the same date and

Created on 30 Mar 2001

Delivered on 19 Apr 2001

Status outstanding

Persons Entitled

Mellon Trust Company of Illinois as Trustee (See Form 395 for Full Details)

Amount Secured

(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.

Short Particulars

All present and future assets comprised in the corporate members trust fund constituted under and pursuant to the trust deed including all monies (including future accretions to the trust fund) investments, income, gains and other assets representing or accruing to that trust fund.

Transactions

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Floating charge

Created on 16 Jan 2001

Delivered on 25 Jan 2001

Status fully-satisfied

Persons Entitled

The Trustees of the Premiums Trust Fund Syndicate 2001

Amount Secured

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 22 december 2000 between the trustees of syndicate 2001, the trustees of syndicate 1141 and amlin underwriting limit for itself and as managing agent on behalf of the members of syndicate 1141 and 2001.

Short Particulars

The portion of the reinsurance receivables arising under or in connection with every policy designated by reference to a year of account of syndicate 1141 on which that 1141 member participates and the proceeds thereof as bear the same proportion to the whole as such 1141 member's share of the syndicate stamp for such year of account.

Transactions

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Charge (in the terms of the lloyd's canadian trust deed "the trust deed" dated 26 september 1995. the instrument amends and restates the instrument dated 9 november 1977, as further amended by deeds dated 8 march 1978 and 11 june 1989)

Created on 28 Dec 2000

Delivered on 17 Jan 2001

Status outstanding

Persons Entitled

The Trustees, Lloyd's and Certain Other Persons or Bodies (As Further Defined on Form M395)

Amount Secured

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

Short Particulars

All property which may be (or should be) assigned or transferred to or received by the canadian trustee under the trust deed and any accumulations and increments from any such property. All premiums monies and other assets whatsoever belonging or payable at the date of the trust deed or thereafter at any time belonging or becoming payable to the company in connection with the canadian business and received on behalf of the company by the agent or any other person. See the mortgage charge document for full details.

Transactions

Charge (in the terms of the lloyd's american instrument 1995 (general business of corporate members) ("the american instrument") itself constituted by an instrument dated 31 july 1995 as amended on 21 december 1995, 25 april 1996, 3 september 1996 , 7 january 1998 and as further amended on 28 december 2000 )

Created on 28 Dec 2000

Delivered on 17 Jan 2001

Status outstanding

Persons Entitled

The Trustees, Lloyd's, and Certain Other Persons or Bodies (As Further Defined on Form M395)

Amount Secured

The payment or discharge of the company's obligations (and subject as mentioned in the american instrument those of any syndicate or group of which the company is or has been or is about to become a member) to keep fully funded or provide any and every continental business regulatory deposit and offshore dollar business regulatory deposit and all losses, claims, returns of premiums, reinsurance premiums, expenses and other outgoings payable as at the date of or at any time after the date of the american instrument to become payable in connection with any new american business, being the underwriting business of the company at lloyd's other than long term business (as defined in the insurance companies act 1982), where (I) the liability of the company is expressed in U.S.dollars and (ii) the premium payable to or for the account of the company has been paid or is payable in U.S.dollars, that relates to any contract or policy of insurance or reinsurance underwritten or incepting on or after 1ST august 1995 other than (and except only for) (1) contracts or policies underwritten under a binding authority incepting prior to that date (2) contracts or policies of insurance written pursuant to lloyd's licence in kentucky prior to 1ST january 1996 and (3) any contract of reinsurance to close for any year of account underwritten by the company to the extent only that (I) the premium payable to or for the account of the company has been paid or is payable in U.S.dollars or the liability of the company in respect of such contract is expressed in U.S.dollars; and (ii) the company is liable under such contract in respect of contracts or policies of insurance or reinsurance underwritten by underwriting members of lloyd's which either (1) incepted prior to 1ST august 1995 (2) were underwritten under a binding authority incepting prior to that date or (3) were underwritten pursuant to lloyd's licence in kentucky prior to 1ST january 1996 and for securing certain other expenses, charges and remuneration, and payments to the trust fund subject to the company's lloyd's premiums trust deed, the trustee of the existing lloyd's american trust deed and the trustees of any fund constituted or regulated by an overseas direction of the council of lloyd's, and for securing the other amounts and obligations referred to in the american instrument

Short Particulars

All premiums and other monies (being premiums and other monies which but for the 1995 american instrument (corporate members) would otherwise be or become comprised in the ptd trust fund) (as defined); all further assets at any time added to the dollar trust fund whether by or on behalf of the corporate member or in exercise of a power in that behalf conferred by the corporate member's ptd or by any other overseas direction or by any continental business regulatory deposit or offshore dollar business regulatory deposit or by any other instrument or otherwise however; all investments and other assets at any time representing any such premiums and other monies and assets; all income from time to time arising from any such premiums monies investments and other assets together with all the other particulars as fully detailed in the form M395.

Transactions

Charge dated 6 june 2000 in the terms of the lloyd's australian joint asset trust deed (no.2) ("the trust deed")

Created on 06 Jun 2000

Delivered on 22 Jun 2000

Status outstanding

Persons Entitled

Lloyd's the Trustee

Amount Secured

The payment of all claims of or submitted by a holder of any australian policy to which the trust deed applies (an "australian policy") or any transitional policy and which has been underwritten by the corporate member or in respect of which the corporate member is liable as a member of a syndicate to members of the same syndicate or any other syndicate for an earlier year of account pursuant to any reinsurance to close and for securing the other amounts and obligations referred to in the trust deed

Short Particulars

All the present and future assets comprised in the trust fund constituted under and pursuant to the trust deed including all monies, investments, income, gains and other assets representing or accruing to the trust fund.

Transactions

Charge dated 6 june 2000 in the terms of the lloyd's australian trust deed ("the trust deed")

Created on 06 Jun 2000

Delivered on 22 Jun 2000

Status outstanding

Persons Entitled

Lloyd's

Amount Secured

The payment of all claims of or submitted by a holder of any australian policy to which the trust deed applies (an "australian policy") and which has been underwritten by the corporate member or in respect of which the corporate member is liable as a member of a syndicate to members of the same syndicate or any other syndicate for an earlier year of account pursuant to any reinsurance to close and for securing the other amounts and obligations referred to in the trust deed

Short Particulars

All the present and future assets comprised in the trust fund constituted under and pursuant to the trust deed including all monies, investments, income, gains and other assets representing or accruing to the trust fund.

Transactions

Charge dated 6 june 2000 in the terms of the lloyd's australian trust deed ("the trust deed")

Created on 06 Jun 2000

Delivered on 22 Jun 2000

Status outstanding

Persons Entitled

Lloyd's

Amount Secured

The payment of all claims of or submitted by a holder of any australian policy to which the trust deed applies (an "australian policy") and which has been underwritten by the corporate member or in respect of which the corporate member is liable as a member of a syndicate to members of the same syndicate or any other syndicate for an earlier year of account pursuant to any reinsurance to close and for securing the other amounts and obligations referred to in the trust

Short Particulars

The share of the corporate member in all the present and future assets comprised in the trust fund constituted under and pursuant to the trust deed including all monies, investments, income, gains and other assets representing or accruing to that share.

Transactions

New security deed

Created on 03 May 2000

Delivered on 04 May 2000

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever under the terms of any security document (as defined)

Short Particulars

Assignment of reinsurance receivables, fixed and floating charges over the proceeds thereof and all corporate debts; see ch microfiche for full details.

Transactions

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Security and trust deed (letter of credit and bank guarantee) (the "trust deed")

Created on 06 Dec 1999

Delivered on 11 Dec 1999

Status outstanding

Persons Entitled

The Society Incorporated by Lloyd's Act 1871 by the Name of Lloyd's, the Trustees,the Beneficiaries and the Other Persons or Bodies(As Further Defined on Form M395)

Amount Secured

All the underwriting obligations of the company incurred by the company as an underwriting member of the society at any time before the termination date (being the 80TH anniversary of the date of the trust deed) including obligations to the society and the trustees (being the society and the other trustees for the time being of the trusts created by the trust deed) and obligations arising under: (a) the bye laws, regulations, rules, directions or other requirements of the society; and (b) any deed, contract, instrument or other arrangement of any kind approved by the society; but not including obligations arising in respect of any letter of credit, guarantee or other security given to secure the performance of any of the said underwriting obligations in favour of the person giving such guarantee or other security, all sums from time to time payable to the trustees under the covenant of the company with the trustees set out at clause 2(d) of the trust deed

Short Particulars

All future profits of the underwriting business of the company at lloyd's, subject to any prior charge contained in the premiums trust deed, all moneys or other property after the date of the trust deed at any time paid or transferred to or under the direct or indirect control of the trustees upon the trusts of the trust deed and all accumulations of income and the investments and other property after the date of the trust deed for the time being representing the same.

Transactions

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Security deed

Created on 22 Mar 1999

Delivered on 12 Apr 1999

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever under the terms of any security document (as defined)

Short Particulars

Assignment of reinsurance receivables,fixed/floating charges over the proceeds thereof and all corporate debts. See the mortgage charge document for full details.

Transactions

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