GRACECHURCH UTG NO. 99 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

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

Created on 24 Mar 2009

Delivered on 07 Apr 2009

Status fully-satisfied

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

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Deposit trust deed ("the trust deed")

Created on 26 Jul 2006

Delivered on 29 Jul 2006

Status fully-satisfied

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 moneys or other property at any time paid or transferred to or under the direct or indirect control of the trustees (being the society and the other trustees for the time being of the trusts created by the trust deed) and all accumulations of income and the investments and other property for the time being representing the same, all the future profits of the underwriting business of the company at lloyd's subject to any prior charge contained in the premium trust deed, the moneys or other property approved by the council of lloyd's and paid or transferred by the company to or under the direct or indirect control of the society and as are entered in the records maintained by the society to be held by the society as trustee upon and with and subject to the trusts powers and provisions set out in the trust deed (and all accumulations of income and investments and other property for the time being representing the same).

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

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 fully-satisfied

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

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

Created on 23 Apr 2001

Delivered on 03 May 2001

Status fully-satisfied

Persons Entitled

The Society Incorporated by Lloyd's Act 1871 by the Name of Lloyd's, Thetrustees, 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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Deposit trust deed (third party deposit) (the "trust deed")

Created on 21 Mar 2001

Delivered on 27 Mar 2001

Status fully-satisfied

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 sums from time to time payable to the trustees under the covenant of the company with the trustees set out at clause 2(b) (I) 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.. See the mortgage charge document for full details.

Transactions

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Charge dated 6 june 2000 in the terms of the lloyd's australian joint asset trust deed (no.1) ("the trust deed")

Created on 07 Mar 2001

Delivered on 13 Mar 2001

Status fully-satisfied

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") 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

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

Created on 07 Mar 2001

Delivered on 13 Mar 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) and all losses, claims, returns of premiums, reinsurance premiums, 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 (as defined in the american instrument) 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 company's 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 the other amounts and obligations referred to in the american instrument

Short Particulars

All premiums and other moneys that (apart from the american instrument and the company's lloyd's premiums trust deed) belong or are payable or may at any time belong or become payable to the company or to any person on behalf of the company in connection with so much of any new american business (as defined in the american instrument) as is conducted by a managing agent appointed by the company (the "managing agent"), all assets representing and all further assets at any time added to the dollar trust fund constituted by clause 3 of the american instrument or treated as added to that trust fund, and all income arising from the above premiums, moneys and assets, and other property referred to in the american instrument. Note: this registration is supplemental to all and any existing registration by the company of any charge created or evidenced by a lloyd's american instrument 1995 (general business of corporate members).

Transactions

Lloyd's premium trust deed (general business)

Created on 07 Mar 2001

Delivered on 13 Mar 2001

Status outstanding

Persons Entitled

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

Amount Secured

The losses claims returns of premiums reinsurance premiums expenses obligations and other "permitted trust outgoings" set out in clause 3(a) of and paragraph 1 of schedule 3 to the trust deed

Short Particulars

All present and future assets of the corporate member comprised in the trust fund constituted under and pursuant to the trust deed full particulars of which assets are set out in clause 2 of and schedule 2 to the trust deed (see form M395 for further details).

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 07 Mar 2001

Delivered on 13 Mar 2001

Status fully-satisfied

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

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

Created on 07 Mar 2001

Delivered on 13 Mar 2001

Status fully-satisfied

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

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

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Charge (in the terms of the lloyd's american trust deed (the "trust deed") itself constituted by an instrument dated 31 december 1999 amending and restating the lloyd's american trust deed originally adopted on 26 august 1939)

Created on 07 Mar 2001

Delivered on 13 Mar 2001

Status fully-satisfied

Persons Entitled

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

Amount Secured

All losses, claims, returns of premiums, reinsurance premiums, expenses and other outgoings and all liabilities incurred or arising or which may at any time be incurred or arise in connection with the american business of the company, being the underwriting business of the company at lloyd's other than long term business (as defined in the insurance companies act 1982) where (1) the liability of the company is expressed in U.S.dollars; and (2) the premium payable to or for the account of the company has been paid or is payable in U.S.dollars; excluding all such business as comprises any contract or policy of insurance or reinsurance underwritten or incepting on or after 1 august 1995 except for (a) contracts or policies underwritten under a binding authority incepting prior to that date, (b) contracts or policies of insurance written pursuant to lloyd's license in kentucky prior to 1 january 1996 and (c) 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 august 1, 1995; (2) were underwritten under a binding authority incepting prior to that date; or (3) were underwritten pursuant to lloyd's license in kentucky prior to january 1, 1996; and for securing transfers of cash and other property out of, or establish such accounts within, the american trust fund as may be required (I) by the insurance regulatory bodies of one or more of the united states, or (ii) to meet one or more contributions levied on the company in respect of the american business pursuant to requirements and directions of the council, or (iii) to secure and/or to pay each letter of credit issuer any of the company's several letter of credit obligations, or (iv) to secure and/or to pay the company's several obligations arising with respect to any surety or other bonding arrangement in connection with any litigation by a policyholder of the company; and for securing transfers to the trust fund subject to the company's lloyd's premiums trust deed and for securing the other amounts and obligations referred to in the trust deed

Short Particulars

(I) all premiums and other monies payable including, without limitation monies payable under any reinsurance policy, at any time during the trust term to the company or to any person on behalf of the company in connection with the american business; (ii) all other assets from time to time transferred to the american trustee to be held by it as part of the lloyd's american trust fund; (iii) all investments and monies from time to time representing (I) and (ii) above (other than net capital gain) or (iv) below; and (iv) all income arising from (I) to (iii) above (income to include net capital g ain) and; (v) (so far as not already included in (I) to (iv) above) all property purchased and all proceeds from the sale of property or the disposal of property where the american trustee advanced cash or securities to the trust to effect or expedite the purchase or sale of securities for the trust.

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 07 Mar 2001

Delivered on 13 Mar 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.

Transactions

A charge dated 15TH january 1999 in the terms of the lloyd's south african trust deed (the "trust deed") itself constituted by an instrument

Created on 15 Feb 2001

Delivered on 22 Feb 2001

Status fully-satisfied

Persons Entitled

The Trustee, Lloyd's, the Agent, All Policy Holders and Certain Other Persons or Bodies(As Further Defined on Form M395)

Amount Secured

The payment of all claims of or submitted by (a) the holder of any south african short-term insurance policy to which the trust deed applies (a "south african policy") and which has been underwritten by the company, or (b) the agent of any syndicate (of which the company is a member) that has underwritten a south african policy or of any reinsuring syndicate (of which the company is a member) where all the obligations under a south african policy have been reinsured under a reinsurance to close, all sums liable to be contributed by the company in accordance with the trust deed, and all sums liable to be paid to the agent of any syndicate on behalf of the premiums trust fund of the company in accordance with the trust deed, 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 parts of the fund relating to the corporate member constituted under and pursuant to the trust deed full particulars of which are set out in the trust deed including the following: (a) the contributions paid by or on behalf of the corporate member (b) any amount owing to the corporate member and paid to the trust by a lloyd's correspondent and (c) all monies investments income gains and other assets.

Transactions

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

Created on 07 Feb 2001

Delivered on 17 Feb 2001

Status fully-satisfied

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

Created on 24 Jan 2001

Delivered on 10 Feb 2001

Status fully-satisfied

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 in the Form 395)

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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